TRW Inc. 10-Q for Quarter Ended June 30, 2001

-----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, QotGKJiLyBkUtBm7EcICO7fPDsEd+hIbsMT9JhRdwQtPo4Be0W3sEX3zmNEU7XCT ijYdxkJ1G2rXJR8G6DfYOg== 0000950152-01-503475.txt : 20010801 0000950152-01-503475.hdr.sgml : 20010801 ACCESSION NUMBER: 0000950152-01-503475 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 26 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010731 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-02384 FILM NUMBER: 1694372 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 10-Q 1 l89508ae10-q.htm TRW INC. 10-Q FOR QUARTER ENDED JUNE 30, 2001 TRW Inc. 10-Q for Quarter Ended June 30, 2001

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings.
	Item 4. Submission of Matters to a Vote of Security Holders.
	Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
EX-10(A) Amend to 1997 Long Term Incentive Plan
EX-10(B) Amend to 2000 Long Term Incentive Plan
EX-10(C) Form Nonqualified Stock Option Agreement
EX-10(D) Transferable Nonqualified Stock Opt Agrmt
EX-10(E) Direct. Transferable Non-Qual Stk Opt Agr
EX-10(F) Stk Opt Agrmt Qualified/Rules of France
EX-10(G) TRW Supplemental Executive Retirement Pl
EX-10(H) 2001-02 Strategic Incentive Program Grant
EX-10(I) 2001-03 Strategic Incentive Program Grant
EX-10(J) Am & Res Employment Agrmt/TRW & DM Cote
EX-15 Letter Re: Unaudited Financial Information
EX-99 Comput. of Ratio - Earnings to Fixed Charges

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 June 30, 2001

[ ] 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

TRW Inc.
(Exact name of registrant as specified in its charter)


Ohio		34-0575430

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1900 Richmond Road, Cleveland, Ohio 44124
(Address of principal executive offices)
(Zip Code)

(216) 291-7000
(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 July 23, 2001, there were 125,880,366 shares of
TRW Common Stock, $0.625 par value, outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Statements of Operations (unaudited)
TRW Inc. and subsidiaries


		Quarter ended					Six months ended
		June 30					June 30
In millions except per share data		2001		2000			2001		2000

Sales		$	4,276	$	4,476		$	8,443	$	9,041




Cost of sales			3,640		3,696			7,206		7,506

Gross profit			636		780			1,237		1,535




Administrative and selling expenses			270		275			535		578




Research and development expenses			115		113			236		223




Interest expense			122		126			251		262




Amortization of goodwill and intangible assets			32		36			64		68




Purchased in-process research and development			–		12			–		12




Other (income)expense-net			62		(97	)		43		(264	)

Earnings before income taxes			35		315			108		656




Income taxes			32		115			50		247

Net earnings		$	3	$	200		$	58	$	409



Per share of common stock




	Diluted earnings per share	$	.02	$	1.59		$	.47	$	3.27




	Basic earnings per share		.02		1.62			.47		3.33




	Dividends declared		.35		.33			.35		.33



Shares used in computing per share amounts




	Diluted		125.6		125.6			125.2		125.1




	Basic		124.5		123.2			124.1		122.8

Balance Sheets (unaudited)
TRW Inc. and subsidiaries


		June 30			December 31
In millions		2001			2000

Assets




Current assets




	Cash and cash equivalents	$	261		$	267




	Accounts receivable		2,331			2,328




	Inventories		810			870




	Prepaid expenses		139			149




	Deferred income taxes		258			353





Total current assets			3,799			3,967

Property, plant and equipment-on the basis of cost			7,936			7,915




	Less accumulated depreciation and amortization		4,516			4,328





Total property, plant and equipment-net			3,420			3,587

Intangible assets




	Goodwill		3,497			3,547




	Other intangible assets		941			975

			4,438			4,522




	Less accumulated amortization		614			510





Total intangible assets-net			3,824			4,012

Investments in affiliated companies			1,054			1,040




Other notes and accounts receivable			241			283




Prepaid pension cost			2,830			2,902




Other assets			627			676

		$	15,795		$	16,467


Liabilities and shareholders’ investment




Current liabilities




	Short-term debt	$	1,031		$	1,450




	Trade accounts payable		1,818			1,795




	Current portion of long-term debt		731			489




	Other current liabilities		1,941			2,126





Total current liabilities			5,521			5,860

Long-term liabilities			2,044			2,038




Long-term debt			4,930			4,765




Deferred income taxes			768			1,030




Minority interests in subsidiaries			76			123





Capital stock			78			78




Other capital			494			472




Retained earnings			2,563			2,565




Treasury shares-cost in excess of par value			(438	)		(472	)




Accumulated other comprehensive income(loss)			(241	)		8

Total shareholders’ investment			2,456			2,651

		$	15,795		$	16,467

Statements of Cash Flows (unaudited)
TRW Inc. and subsidiaries


		Six months ended
		June 30
In millions		2001			2000

Operating activities




Net earnings		$	58		$	409




Adjustments to reconcile net earnings to net cash provided by operating activities:




	Depreciation and amortization		382			427




	Pension income		(120	)		(128	)




	Net gain on sale of assets		(30	)		(262	)




	Investment in Endwave		70			(55	)




	Deferred income taxes		24			57




	Purchased in-process research and development		–			12




	Other-net		56			23




Changes in assets and liabilities, net of effects of businesses acquired or sold:




	Accounts receivable		(110	)		(240	)




	Inventories		17			48




	Trade accounts payable		92			126




	Prepaid expenses and other liabilities		(115	)		(54	)




	Other-net		120			39

Net cash provided by operating activities			444			402

Investing activities




Capital expenditures including other intangibles			(335	)		(312	)




Net proceeds from divestitures			6			1,396




Acquisitions, net of cash acquired			–			21




Other-net			(67	)		(29	)

Net cash (used in) provided by investing activities			(396	)		1,076

Financing activities




Decrease in short-term debt			(139	)		(944	)




Proceeds from debt in excess of 90 days			910			1,113




Principal payments on debt in excess of 90 days			(742	)		(1,623	)




Dividends paid			(87	)		(82	)




Other-net			6			38

Net cash used in financing activities			(52	)		(1,498	)

Effect of exchange rate changes on cash			(2	)		27

(Decrease)increase in cash and cash equivalents			(6	)		7




Cash and cash equivalents at beginning of period			267			228

Cash and cash equivalents at end of period		$	261		$	235

NOTES TO FINANCIAL STATEMENTS
(unaudited)

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2000.

Reclassifications

Certain amounts in the prior year financial statements and related notes have been reclassified to conform to the current year presentation.

Restructuring

The Company has recorded severance costs and plant closings accruals related to restructuring actions, including costs associated with the integration of LucasVarity, of $70 million as of December 31, 2000. During the six months ended June 30, 2001, the Company recorded additional before tax charges of $60 million, primarily for headcount reductions, of which $23 million was recorded in the second quarter. Charges of $31 million were recorded in administrative and selling expenses and $29 million in cost of sales. The Company used $23 million and $63 million in the second quarter and six months ended June 30, 2001, respectively, for severance payments and plant closings. The balance at June 30, 2001 of $67 million is expected to be used by the third quarter of 2002.

Other (Income)Expense-Net


(In millions)	Second quarter ended						Six months ended
	June 30						June 30

	2001			2000			2001			2000

Investment in Endwave	$	70		$	(55	)	$	70		$	(55	)




Foreign currency exchange		(2	)		33			(3	)		43




Net gain on sale of assets		–			(66	)		(30	)		(262	)




(Earnings)loss of affiliates		6			(6	)		16			(5	)




Claims and litigation		–			–			–			25




Miscellaneous other (income)expense		(12	)		(3	)		(10	)		(10	)

	$	62		$	(97	)	$	43		$	(264	)

During the second quarter of 2001, the Company recorded an asset impairment charge related to its investment in, and its share of asset impairment and restructuring charges recorded by, Endwave Corporation (Endwave) of $70 million. During the second quarter of 2000, the Company recorded other income of $55 million relating to the merger of TRW Milliwave Inc., a wholly owned subsidiary, with Endgate Corporation to form Endwave. Net gain on sale of assets in the second quarter of 2000 included the sale of RF Micro Devices, Inc. (RFMD) common stock and exchange of the Company’s interest in Paracel Inc., an affiliate, for shares in Applera Genomics Corporation-Celera Group (Celera). During the six months ended June 30, 2000, net gain on sale of assets included the sale of RFMD

common stock, the Company’s Nelson Stud Welding and Australian steering businesses and the exchange of Paracel shares.

Operating Segments

Effective January 2001, the Other Automotive segment was combined with the Chassis Systems segment. Financial information in prior periods related to these segments has been restated to reflect such combination. In April 2001, Systems & Information Technology changed its name to Systems.


		Quarter ended						Six months ended
		June 30						June 30
In millions		2001			2000			2001			2000

Sales




	Systems	$	799		$	837		$	1,588		$	1,611




	Space & Electronics		529			467			1,013			953




	Aeronautical Systems		270			279			535			549




	Chassis Systems		1,602			1,728			3,156			3,531




	Occupant Safety Systems		704			728			1,412			1,488




	Automotive Electronics		372			437			739			909

Sales		$	4,276		$	4,476		$	8,443		$	9,041

Profit (loss) before taxes




	Systems	$	53		$	77		$	101		$	124




	Space & Electronics		(40	)		143			(6	)		370




	Aeronautical Systems		35			39			64			66




	Chassis Systems		80			135			136			273




	Occupant Safety Systems		8			59			32			73




	Automotive Electronics		20			33			38			65

			156			486			365			971





Corporate expense and other			(50	)		(85	)		(109	)		(149	)




Pension income			52			54			105			111




Financing costs			(123	)		(128	)		(253	)		(265	)




Purchased in-process research and development			–			(12	)		–			(12	)

Earnings before income taxes		$	35		$	315		$	108		$	656

Corporate expense and other included $36 million of unrealized foreign exchange losses in the second quarter of 2000. Corporate expense and other for the six months ended June 30, 2001 included $6 million of restructuring charges and in 2000 $48 million of unrealized foreign exchange losses.


		Quarter ended				Six months ended
		June 30				June 30
In millions		2001		2000		2001		2000

Intersegment sales




	Systems	$	53	$	34	$	95	$	65




	Space & Electronics		15		17		30		26




	Aeronautical Systems		–		–		–		–




	Chassis Systems		2		6		3		13




	Occupant Safety Systems		–		1		–		2
	Automotive Electronics		28		26		57		47

Inventories


	June 30		December 31
(In millions)	2001		2000

Finished products and work in process	$	500	$	513




Raw materials and supplies		310		357

	$	810	$	870

Financial Instruments

The Company manufactures and sells its products in countries throughout the world. As a result, it is exposed to fluctuations in foreign currency exchange rates. The Company enters into forward contracts and, to a lesser extent, purchased currency options to hedge portions of its foreign currency denominated forecasted revenues, purchases, and the subsequent cash flows. The critical terms of the hedges are the same as the underlying forecasted transactions and the hedges are considered to be perfectly effective to offset the changes in fair value of cash flows from the hedged transactions. These cash flow instruments mature at various dates through April 2007.

The Company enters into interest rate swaps to manage the risks and costs associated with its financing activities. At June 30, 2001, the Company had $100 million notional principal amount of interest rate swaps outstanding that converted a portion of its variable rate debt to a fixed rate for the next four years. These interest rate swaps have a fair market value loss of $7 million.

On occasion, the Company hedges equity investments in publicly traded companies. These instruments protect the forecasted cash flows resulting from the sale of shares in the Company’s investments in RFMD and Celera. These hedges were redesignated to cash flow hedges during the second quarter 2001. Prior to their redesignation, the ineffective portion, recorded in Other (income)expense-net, was a $5 million gain and $10 million gain for the second quarter and six months ended June 30, 2001, respectively. The fair market value of these hedges as of June 30, 2001 is a $110 million gain.

Gains/losses on these cash flow instruments are generally recorded in other comprehensive income(loss) until the underlying transaction is recognized in net earnings. The earnings impact is reported in either Sales, Cost of sales, or Other (income)expense-net, to match the underlying transaction.

In addition, the Company enters into certain forward currency exchange contracts that are not treated as hedges under Statement of Financial Accounting Standards No. 133 to hedge recognized foreign currency transactions. Gains and losses on these contracts are recorded in earnings and are substantially offset by the earnings effect of the revaluation of the underlying foreign currency denominated transaction.

Debt and Credit Agreements

The Company amended and restated its revolving credit agreement that expired on January 23, 2001. The amended and restated agreement, in an aggregate amount of $1.8 billion with 26 banks, has a new expiration date of January 22, 2002 with an option to extend the maturity of outstanding borrowings at that time to January 22, 2003. The interest rate under the agreement is either the prime rate or a rate based on the London Interbank Offered Rate (LIBOR), at the option of the Company. The Company also canceled a revolving credit agreement for use by its Brazilian operations.

During the first quarter of 2001, the Company issued $500 million of 7.625% Notes due March 2006, utilizing its universal shelf registration statement. The proceeds were used to reduce short-term borrowings. At June 30, 2001, $1.2 billion remained available under TRW’s universal shelf registration statement.

During the second quarter of 2001, the Company refinanced $100 million of commercial paper borrowings by entering into a debt agreement due April 2003. The interest rate under the agreement is a floating rate based on three-month LIBOR.

At June 30, 2001, $400 million of short-term obligations were reclassified to long-term obligations, as the Company intends to refinance the obligations on a long-term basis and has the ability to do so under its revolving credit agreements.

Earnings Per Share


			Quarter ended				Six months ended
(In millions except per share data)			June 30				June 30

			2001		2000		2001		2000

Numerator




	Net earnings		$	3.0	$	199.5	$	58.5	$	408.8




	Preferred stock dividends			.1		.1		.3		.3

	Numerator for basic earnings per share—net earnings available to common shareholders			2.9		199.4		58.2		408.5




	Effect of dilutive securities
		Preferred stock dividends		.1		.1		.3		.3

	Numerator for diluted earnings per share— net earnings available to common shareholders		$	3.0	$	199.5	$	58.5	$	408.8

Denominator




	Denominator for basic earnings per share— weighted-average common shares			124.5		123.2		124.1		122.8




	Effect of dilutive securities




		Convertible preferred stock		.7		.8		.7		.8




		Employee stock options		.4		1.6		.4		1.5

	Dilutive potential common shares			1.1		2.4		1.1		2.3

	Denominator for diluted earnings per share— adjusted weighted-average shares after assumed conversions			125.6		125.6		125.2		125.1

Basic earnings per share			$	0.02	$	1.62	$	0.47	$	3.33

Diluted earnings per share				0.02		1.59		0.47		3.27

Supplemental Cash Flow Information


	Six months ended
(In millions)	June 30

	2001		2000

Interest paid (net of amount capitalized)		$231	$257




Income taxes paid (net of refunds)		48	115

Comprehensive Income(Loss)

The components of comprehensive income(loss), net of related tax, for the second quarter and six months of 2001 and 2000 are as follows:


	Quarter ended						Six months ended
(In millions)	June 30						June 30

	2001			2000			2001			2000

Net earnings	$	3		$	200		$	58		$	409




Effect of foreign currency changes		(70	)		(57	)		(189	)		(210	)




Unrealized gains(losses) on securities		238			(362	)		(3	)		58




Deferred cash flow hedges		(26	)		–			(57	)		–

Comprehensive income(loss)	$	145		$	(219	)	$	(191	)	$	257

The components of accumulated other comprehensive income(loss), net of tax, at June 30, 2001 and December 31, 2000 are as follows:


	June 30			December 31
(In millions)	2001			2000

Effect of foreign currency changes	$	(612	)	$	(423	)




Unrealized gains on securities		450			453




Deferred cash flow hedges		(57	)		–




Minimum pension liability adjustments		(22	)		(22	)

Accumulated other comprehensive income(loss)	$	(241	)	$	8

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Intangible Assets”. Statement 141 requires companies to account for acquisitions entered into after June 30, 2001 using the purchase method and establishes criteria to be used in determining whether acquired intangible assets are to be recorded separately from goodwill. This criterion is to be applied to business combinations completed after June 30, 2001. Statement 142 sets forth the accounting for goodwill and intangible assets after the completion of a business acquisition. Goodwill will no longer be amortized, rather, tested for impairment by comparing the asset’s fair value to its carrying value. Statement 142 is effective January 1, 2002.

Management is in the process of analyzing and assessing the impact of the adoption of these statements. The amount of a cumulative adjustment for an accounting change, and the effect on the Company’s consolidated results of operations and financial position during 2002 will depend on the valuations made at the reporting unit level, which are not determinable at this time.

Contingencies

During 1996, the United States Department of Justice (DOJ) advised the Company that it had been named as a defendant in lawsuits brought by a former employee of the Company originally filed under seal in 1994 and 1995 in the United States District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The DOJ subsequently advised that it would intervene in the litigation. In a consolidated complaint filed jointly by the former employee and the DOJ, it is alleged that the Company misclassified various costs and improperly charged those costs to certain of its federal contracts, that the United States has incurred substantial damages, and that the Company is liable for treble damages, penalties, post-judgment interest, costs (including attorneys’ fees) and “all other proper relief.” All substantive allegations against the Company have been denied in the Company’s answer to the consolidated complaint. The Company cannot presently predict the outcome of this lawsuit, although management believes its ultimate resolution will not have a material effect on the Company’s financial condition or results of operations.

On March 31, 2000, VSSI was served with a putative class action lawsuit filed on behalf of everyone living within a five-mile radius of the Company’s air bag manufacturing plant in Mesa, Arizona. The lawsuit alleges that emissions from the plant have caused health problems for residents living near the plant, that the Company concealed information about the potential health risks of its emissions and that animals and plant life have been injured or destroyed through exposure to toxic emissions. Plaintiffs are asking the court to require the Company to institute medical monitoring for the claimants, to conduct various studies regarding, among other things, the risks of sodium azide, to cease operations that release toxic substances into the air and to create a supervised fund to pay for medical screening and monitoring. Plaintiffs also are seeking attorneys’ fees and punitive damages. The Company believes there is no valid scientific basis for these claims and is defending itself vigorously. The case has been removed to the U.S. District Court for the District of Arizona, where the Company is vigorously opposing class certification. The Company is not able to predict the outcome of this lawsuit at this time.

In October 2000, Kelsey-Hayes Company (formerly known as Fruehauf Corporation) was served with a grand jury subpoena relating to a criminal investigation being conducted by the U.S. Attorney for the Southern District of Illinois. The U.S. Attorney has informed the Company that the investigation relates to possible wrongdoing by Kelsey-Hayes Company and others involving certain loans made by Kelsey-Hayes Company’s then parent corporation to Fruehauf Trailer Corporation, the handling of the trailing liabilities of Fruehauf Corporation and actions in connection with the 1996 bankruptcy of Fruehauf Trailer Corporation. Kelsey-Hayes Company became a wholly-owned subsidiary of TRW upon TRW’s acquisition of LucasVarity in 1999. The Company is cooperating with the investigation and is unable to predict the outcome of the investigation at this time.

Independent Accountants’ Review Report

Audit Committee of the
Board of Directors
TRW Inc.

We have reviewed the accompanying unaudited balance sheet of TRW Inc. and subsidiaries as of June 30, 2001, and the related unaudited statements of operations for the three-month and six-month periods ended June 30, 2001 and 2000, and statements of cash flows for the six-month periods ended June 30, 2001 and 2000, included in the Form 10-Q of TRW Inc. for the quarterly period ended June 30, 2001. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the balance sheet of TRW Inc. as of December 31, 2000, and the related statements of operations, cash flows, and changes in shareholders’ investment for the year then ended not presented herein, and in our report dated January 22, 2001, we expressed an unqualified opinion on those financial statements. Those financial statements and our report on them are included in the Form 10-K of TRW Inc. for the year ended December 31, 2000. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2000, included in the Form 10-Q of TRW Inc. for the quarterly period ended June 30, 2001, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Cleveland, Ohio
July 19, 2001

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

(In millions except per share data)


	Second quarter ended												Six months ended
	June 30												June 30

										Percent												Percent
	2001			2000			Change			Inc (Dec)			2001			2000			Change			Inc (Dec)

Sales	$	4,276		$	4,476		$	(200	)		(5	%)	$	8,443		$	9,041		$	(598	)		(7	%)




Profit before taxes		156			486			(330	)		(68	%)		365			971			(606	)		(62	%)




Net earnings		3			200			(197	)		(99	%)		58			409			(351	)		(86	%)




Diluted earnings per share		.02			1.59			(1.57	)		(99	%)		.47			3.27			(2.80	)		(86	%)




Effective tax rate		91.5	%		36.7	%								45.9	%		37.7	%

The second quarter 2001 sales decreased 5 percent compared with second quarter 2000 sales. The decrease is the result of the effects of foreign currency exchange of approximately $100 million; lower volumes, primarily in North America of approximately $70 million; price reductions of approximately $45 million; and divestitures of approximately $40 million, primarily in the automotive segments, somewhat offset by increased sales of approximately $60 million due to higher volume on several core satellite programs.

Net earnings and diluted earnings per share for the second quarter 2001 were $3 million, or $0.02 per share, compared with $200 million, or $1.59 per share, in 2000.

For the second quarter 2001, unusual items resulted in a net loss of $79 million, or $.63 per share. The unusual items for the second quarter 2001 included after tax charges of $58 million for an asset impairment related to Endwave and other charges, primarily automotive restructuring of approximately $21 million.

For the second quarter 2000, unusual items resulted in a net gain of $33 million, or $0.26 per share. The unusual items for the second quarter 2000 included after tax gains of $28 million, primarily from the sale of RFMD common stock; approximately $22 million relating to the merger of TRW Milliwave Inc., a wholly owned subsidiary, with Endgate Corporation to form Endwave; and $15 million for the exchange of TRW’s interest in Paracel Inc. for shares in Celera. These gains were partially offset by approximately $9 million after tax of automotive restructuring charges and $23 million after tax of unrealized losses on foreign currency hedges.

Gross profit of $636 million in the second quarter of 2001 decreased 18 percent from $780 million in 2000 primarily due to lower pricing, decreased volume, unfavorable product mix and a seatbelt recall of approximately $120 million, the effects of foreign currency exchange of approximately $25 million, divestitures of approximately $15 million, offset by net cost reductions of approximately $30 million. Gross profit, as a percentage of sales, was 14.9 percent for the second quarter 2001, compared to 17.4 percent in the second quarter 2000.

Administrative and selling expenses of $270 million in the second quarter 2001 decreased $5 million compared with the second quarter of 2000. Administrative and selling expenses included unusual items of $15 million and $5 million in the second quarters of 2001 and 2000, respectively, related to restructuring charges, which was more than offset by cost reductions of approximately $10 million and divestitures of approximately $10 million in 2001.

Interest expense of $122 million in the second quarter 2001 decreased $4 million compared with the second quarter of 2000, primarily due to lower average debt outstanding and lower short-term interest rates in the United States, offset by higher interest rates on fixed rate debt issuances.

Amortization of goodwill and intangible assets was $32 million in the second quarter of 2001 and $36 million in 2000. The decrease of $4 million primarily resulted from goodwill amortization from Endwave which was consolidated in 2000.

In the second quarter of 2000, the Company recorded a $12 million charge for the fair value of in-process research and development in connection with the merger of TRW Milliwave Inc., a wholly owned subsidiary, with Endgate Corporation to form Endwave.

Other (income)expense-net was expense of $62 million in the second quarter 2001 compared to income of $97 million in 2000. Included in 2001 is an asset impairment charge related to Endwave of $70 million. Included in 2000 were the following items: other income on Endwave merger of $55 million, gains on sales of shares of RFMD common stock of $43 million, gain on exchange of Paracel stock of $23 million and a loss of $33 million related to foreign currency exchange.

The effective income tax rate was 91.5 percent in the second quarter of 2001 compared with 36.7 percent in the second quarter of 2000. Excluding unusual items, the effective income tax rate would have been 36.1 percent in the second quarter of 2001 and 35.7 percent in the second quarter of 2000.

Sales for the first half of 2001 decreased $598 million, or 7 percent compared with 2000 sales. The decrease in sales is due to lower sales volumes, primarily in North America, of approximately $230 million, foreign currency exchange of approximately $210 million, divestitures of approximately $110 million, and lower pricing of approximately $85 million, primarily in the automotive segments, somewhat offset by sales increases of approximately $35 million due to higher volume on several core satellite programs.

Net earnings and diluted earnings per share for the first half of 2001 were $58 million, or $0.47 per share, compared with $409 million, or $3.27 per share, in 2000.

For the first half of 2001, unusual items resulted in a net loss of $75 million, or $0.60 per share. The unusual items for the first half of 2001 included a charge of $58 million after tax for an asset impairment related to Endwave and other charges, primarily automotive restructuring, of approximately $48 million after tax. These charges were partially offset by after tax gains from asset sales of approximately $31 million.

For the first half of 2000, unusual items resulted in net gains of $90 million, or $0.72 per share. The unusual items for the first half of 2000 included gains of $154 million from asset sales, including sales of shares of RFMD common stock and of the Company’s Nelson Stud Welding and Australian Steering businesses; $22 million relating to the formation of Endwave; and $15 million on the exchange of TRW’s interest in Paracel Inc. for shares in Celera. These gains were partially offset by a $49 million charge for warranty reserves, claims, and threatened litigation; a $21 million charge for severance and plant closing costs for the automotive restructuring program and $31 million of unrealized losses on foreign currency hedges.

Gross profit of $1,237 million for the first six months of 2001 decreased $298 million, or approximately 19 percent from $1,535 million in 2000. Gross profit for the first half of 2001 decreased as compared to the prior year, primarily due to the combination of lower volume, unfavorable product mix and the effect of a seatbelt recall totaling $175 million, price reductions of approximately $85 million, the effects of foreign currency exchange of approximately $45 million and divestitures of approximately $25 million offset by lower unusual items of $30 million. Gross profit in 2001 included unusual items for automotive restructuring charges of approximately $30 million. Gross profit in 2000 included unusual items for warranty reserves, claims, and threatened litigation, of $40 million and automotive

restructuring expenses of $20 million. Gross profit, as a percentage of sales, was 14.7 percent for the first half of 2001, compared to 17.0 percent in 2000.

Administrative and selling expenses of $535 million for the first half of 2001 decreased $43 million from 2000. Excluding unusual items in 2001 and 2000 related to restructuring charges of approximately $30 million and $9 million, respectively, administrative and selling expenses decreased $64 million. The decrease was primarily due to cost reductions of approximately $25 million and the effect of divestitures of approximately $30 million.

Research and development expenses of $236 million for the first half of 2001 increased $13 million from $223 million in 2000, primarily due to increased spending in Space & Electronics for initiatives focused on commercializing the Company’s defense technologies.

Interest expense of $251 million for the first half of 2001 decreased $11 million from $262 million in 2000, due to lower average debt outstanding and lower short-term interest rates in the United States offset by higher interest expense on fixed rate debt issuances.

The Company recorded a $12 million charge for the first half of 2000 for the fair value of in-process research and development for the valuation of Endwave Corporation.

Other (income)expense-net was expense of $43 million in the first half of 2001 and income of $264 million in 2000. Included in 2001 was an asset impairment charge related to the Company’s investment in Endwave of $70 million, offset by net gains on the sale of assets of approximately $30 million. Included in 2000 were the following items: gains on sales of shares of RFMD common stock of $217 million, other income on Endwave merger of $55 million, gain on the exchange of Paracel stock of $23 million and a loss of $43 million related to foreign exchange.

The effective income tax rate was 45.9 percent for the six months ended June 30, 2001 compared to 37.7 percent in 2000. Excluding unusual items, the effective income tax rate would have been approximately 36.0 percent for the six months ended June 30, 2001 and 2000.

RESULTS OF SEGMENTS

Systems (formerly known as Systems & Information Technology)


	Second quarter ended										Six months ended
(In millions)	June 30										June 30

								Percent										Percent
	2001		2000		Change			Inc (Dec)			2001		2000		Change			Inc (Dec)

Sales	$	799	$	837	$	(38	)		(5	%)	$	1,588	$	1,611	$	(23	)		(1	%)




Profit before taxes		53		77		(24	)		(32	%)		101		124		(23	)		(19	%)

Sales for the second quarter of 2001 decreased $38 million compared to the second quarter of 2000, primarily due to lower volume on several contracts completed, including the U.S. Census Bureau and the TRW Environmental Safety Systems programs, of approximately $100 million, offset by higher volume on existing core programs, including missile and battlefield digitization programs, of approximately $70 million.

Profit before taxes of $53 million for the second quarter 2001 decreased $24 million from the prior year due to the gain on exchange of the Company’s interest in Paracel Inc. for shares in Celera of $23 million recognized in the second quarter of 2000.

Sales for the six months ended June 30, 2001 of $1,588 million decreased $23 million from $1,611 million in 2000, primarily due to lower volume on programs nearing completion or completed during the year of approximately $165 million, offset by higher volume on new and existing core programs of approximately $145 million.

Profit before taxes for the six months ended June 30, 2000 of $124 million included an unusual item related to a gain on exchange of the Company’s interest in Paracel Inc. for shares in Celera of $23 million. Without this unusual item, profit before taxes in 2001 was even with the prior year.

Space & Electronics


	Second quarter ended											Six months ended
(In millions)	June 30											June 30

									Percent											Percent
	2001			2000		Change			Inc (Dec)			2001			2000		Change			Inc (Dec)

Sales	$	529		$	467	$	62			13	%	$	1,013		$	953	$	60			6	%




Profit (loss) before taxes		(40	)		143		(183	)		(128	%)		(6	)		370		(376	)		(102	%)

Sales for the second quarter of 2001 of $529 million increased 13 percent compared to the second quarter of 2000. Increased sales, primarily due to higher volume on several core satellite programs of $70 million, were partially offset by lower volume on existing programs nearing completion or completed during the quarter of approximately $10 million.

Profit (loss) before taxes of a loss of $40 million for the second quarter of 2001 decreased $183 million compared to the second quarter of 2000. During the second quarter of 2001, unusual items included a charge of $70 million for an asset impairment charge related to its investment in, and its share of asset impairment and restructuring charges recorded by, Endwave. Unusual items resulting in a gain of $94 million were recorded in 2000, consisting of gains on the sales of shares of RFMD common stock of $43 million and the formation of Endwave of approximately $51 million. Excluding these unusual items, profit (loss) before taxes in 2001 decreased $19 million mainly due to an increase in losses from partially owned technology companies of $9 million and increased investment in the commercialization of its defense technologies of approximately $7 million.

Sales for the six months ended June 30, 2001 of $1,013 million increased $60 million from $953 million in 2000, primarily due to higher volume on existing core programs of approximately $85 million, offset in part by lower volume on several defense programs nearing completion or completed during the year of approximately $30 million.

Profit (loss) before taxes for the six months ended June 30, 2001 of a loss of $6 million decreased from a profit of $370 million in 2000. Profit before taxes for the six months ended June 30, 2001, included an unusual item of a charge of $70 million related to the Company’s investment in Endwave. Unusual items in 2000 included the gains from the sale of RFMD stock of $217 million and on the Endwave merger of approximately $51 million. Excluding the effect of the unusual items, profit before taxes in 2001 decreased $38 million, which related to increased equity losses for the six months in 2001 of $18 million, increased investment in the commercialization of its defense technologies of approximately $10 million and lower volume on contracts completed or near completion of $4 million.

Aeronautical Systems


	Second quarter ended										Six months ended
(In millions)	June 30										June 30

								Percent										Percent
	2001		2000		Change			Inc (Dec)			2001		2000		Change			Inc (Dec)

Sales	$	270	$	279	$	(9	)		(3	%)	$	535	$	549	$	(14	)		(3	%)




Profit before taxes		35		39		(4	)		(10	%)		64		66		(2	)		(4	%)

Sales for the second quarter of 2001 decreased 3 percent compared to the second quarter of 2000. Sales were impacted by the effects of foreign currency exchange of $13 million and decreased volume relating to a customer’s decision to in-source certain aerostructure work of $13 million, offset by increased volume on other programs of $16 million.

Profit before taxes for the second quarter of 2001 decreased 10 percent compared to the second quarter of 2000. The lower profit before taxes resulted primarily from the change in mix of programs and a customer’s decision to in-source certain aerostructure work of $6 million.

Sales for the six months ended June 30, 2001 decreased 3 percent compared to 2000. The lower sales were primarily due to the effects of foreign currency exchange of $28 million, offset by increased sales volume of $12 million.

Profit before taxes for the six months ended June 30, 2001 decreased 4 percent compared to 2000. Excluding approximately $4 million of unusual items in 2001, consisting of a gain on sale of assets, profit before taxes decreased $6 million. The lower profit before taxes resulted from a change in program mix and a customer’s decision to in-source certain aerostructure work of $11 million, offset by net cost reductions of $7 million.

As of December 31, 2000, the Company had recorded reserves of approximately $7 million for severance and other costs to close certain facilities of the Aeronautical Systems segment. During the six months ended June 30, 2001, the reserve was reduced by $1 million for severance costs. The remaining balance will be used by the first quarter of 2002.

Automotive Segments


	Second quarter ended										Six months ended
(In millions)	June 30										June 30

								Percent										Percent
Sales	2001		2000		Change			Inc (Dec)			2001		2000		Change			Inc (Dec)

Chassis Systems	$	1,602	$	1,728	$	(126	)		(7	%)	$	3,156	$	3,531	$	(375	)		(11	%)




Occupant Safety Systems		704		728		(24	)		(3	%)		1,412		1,488		(76	)		(5	%)




Automotive Electronics		372		437		(65	)		(15	%)		739		909		(170	)		(19	%)

Total	$	2,678	$	2,893	$	(215	)		(7	%)	$	5,307	$	5,928	$	(621	)		(11	%)

Second quarter sales in the automotive businesses declined 7% to $2.7 billion. Sales declined primarily due to effects of foreign currency exchange, pricing pressure, divestitures and lower volumes, primarily in North America.

Automotive sales for the six months ended June 30, 2001 declined $621 million to $5.3 billion compared to 2000. Sales declined primarily due to lower volumes, mainly in North America, the effects of foreign currency exchange, divestitures and lower pricing.

Second quarter variances by segment:


				Occupant						Total
	Chassis			Safety			Automotive			Automotive
(In millions)	Systems			Systems			Electronics			Segments

Volume	$	(47	)	$	26		$	(20	)	$	(41	)




Translation		(57	)		(22	)		(8	)		(87	)




Divestitures		(6	)		—			(33	)		(39	)




Price		(16	)		(28	)		(4	)		(48	)

Total	$	(126	)	$	(24	)	$	(65	)	$	(215	)

Six month variances by segment:


				Occupant						Total
	Chassis			Safety			Automotive			Automotive
(In millions)	Systems			Systems			Electronics			Segments

Volume	$	(194	)	$	18		$	(72	)	$	(248	)




Translation		(116	)		(42	)		(21	)		(179	)




Divestitures		(40	)		—			(67	)		(107	)




Price		(25	)		(52	)		(10	)		(87	)

Total	$	(375	)	$	(76	)	$	(170	)	$	(621	)


	Second quarter ended										Six months ended
(In millions)	June 30										June 30

								Percent										Percent
Profit before taxes	2001		2000		Change			Inc (Dec)			2001		2000		Change			Inc (Dec)

Chassis Systems	$	80	$	135	$	(55	)		(40	%)	$	136	$	273	$	(137	)		(50	%)




Occupant Safety Systems		8		59		(51	)		(87	%)		32		73		(41	)		(57	%)




Automotive Electronics		20		33		(13	)		(38	%)		38		65		(27	)		(41	%)

Total	$	108	$	227	$	(119	)		(52	%)	$	206	$	411	$	(205	)		(50	%)

Profit before taxes for the second quarter 2001, excluding unusual items, for the automotive businesses declined to $131 million from $241 million in 2000. The decline in profit before taxes resulted from lower volume primarily in North America, unfavorable product mix and the effect of a seatbelt recall, price reductions, the effects of foreign currency exchange and divestitures, which were partially offset by net cost reductions.

Profit before taxes for the six months ended June 30, 2001, excluding unusual items, for the automotive businesses declined to $234 million from $483 million in 2000. The decline in profit before taxes resulted from lower volume primarily in North America, unfavorable product mix and the effect of a seatbelt recall, price reductions, the effects foreign currency exchange and divestitures, which were partially offset by net cost reductions.

Second quarter variances by segment:


				Occupant						Total
	Chassis			Safety			Automotive			Automotive
(In millions)	Systems			Systems			Electronics			Segments

Volume/Mix/Recall	$	(30	)	$	(27	)	$	(7	)	$	(64	)




Price		(16	)		(28	)		(4	)		(48	)




Translation		(6	)		(5	)		—			(11	)




Divestitures		(2	)		—			(4	)		(6	)




Net Cost Reductions		12			15			8			35




Unusual Items		(5	)		(3	)		(1	)		(9	)




All Other – Net		(8	)		(3	)		(5	)		(16	)

Total	$	(55	)	$	(51	)	$	(13	)	$	(119	)

Unusual items by segment for the second quarter are as follows:


(In millions)	2001			2000			Change

Chassis Systems	$	(15	)	$	(10	)	$	(5	)




Occupant Safety Systems		(3	)		—			(3	)




Automotive Electronics		(5	)		(4	)		(1	)

Total	$	(23	)	$	(14	)	$	(9	)

Unusual items in 2001 and 2000 included restructuring costs, primarily severance.

Six months variances by segment:


				Occupant						Total
	Chassis			Safety			Automotive			Automotive
(In millions)	Systems			Systems			Electronics			Segments

Volume/Mix/Recall	$	(105	)	$	(32	)	$	(24	)	$	(161	)




Price		(25	)		(52	)		(10	)		(87	)




Translation		(10	)		(7	)		—			(17	)




Divestitures		(3	)		—			(8	)		(11	)




Net Cost Reductions		12			26			13			51




Unusual Items		6			30			8			44




All Other – Net		(12	)		(6	)		(6	)		(24	)

Total	$	(137	)	$	(41	)	$	(27	)	$	(205	)

Unusual items by segment for the six months ended are as follows:


(In millions)	2001			2000			Change

Chassis Systems	$	(17	)	$	(23	)	$	6




Occupant Safety Systems		(11	)		(41	)		30




Automotive Electronics		—			(8	)		8

Total	$	(28	)	$	(72	)	$	44

Unusual items in 2001 included restructuring costs in all segments partially offset by gains on the sale of non-strategic assets primarily Chassis. Unusual items in 2000 included restructuring costs in all segments, threatened litigation in Occupant Safety Systems and warranty costs in Chassis partially offset by gains on asset sales, mainly in Chassis.

Automotive Restructuring

The Company has taken actions to enhance the automotive businesses’ profit margin, including the integration of LucasVarity. The severance costs and plant closings accruals related to these actions were $63 million at December 31, 2000. During the six months ended June 30, 2001, the Company recorded additional before tax charges of $54 million, primarily for headcount reductions, of which $23 million was recorded in the second quarter. Charges of $25 million were recorded in administrative and selling expenses and $29 million in cost of sales. During the first six months of 2001, these actions resulted in a permanent reduction of approximately 1,500 automotive salaried positions. The Company used $56 million for severance payments and plant closings. The balance at June 30, 2001 of $61 million is expected to be used by the third quarter of 2002.

LIQUIDITY AND FINANCIAL POSITION

In the six months ended June 30, 2001, cash from operating activities of $444 million, an increase in debt of $29 million, and proceeds from the sale of nonstrategic assets of $6 million were used primarily for capital expenditures of $335 million, dividend payments of $87 million and other items of $63 million. As a result, cash and cash equivalents decreased $6 million. In the six months ended June 30, 2000, cash from operating activities of $402 million, proceeds from the sale of nonstrategic assets of $1,396 million, and other items of $57 million were used primarily for capital expenditures of $312 million, debt payments of $1,454 million and dividend payments of $82 million. As a result, cash and cash equivalents increased $7 million.

Net debt (short-term debt, the current portion of long-term debt and long-term debt, less cash and cash equivalents) was $6.4 billion at June 30, 2001 and at December 31, 2000. The ratio of net debt to total capital (net debt, minority interests and shareholders’ investment) was 72 percent at June 30, 2001 and 70 percent at December 31, 2000. The percentage of fixed rate debt to total debt was 73 percent at June 30, 2001 compared to 66 percent at the end of 2000.

The Company amended and restated the revolving credit agreement that expired January 23, 2001 in an aggregate amount of $1.8 billion with 26 banks to establish a new expiration date of January 22, 2002 with an option to extend the maturity of outstanding borrowings at that time to January 22, 2003. The interest rate under the agreement is either the prime rate or a rate based on LIBOR, at the option of the Company. The Company also canceled a revolving credit agreement for use by the Company’s Brazilian operations.

During the first quarter of 2001, the Company issued $500 million of 7.625% Notes due March 2006, utilizing the universal shelf registration statement.

At June 30, 2001, $400 million of short-term obligations were reclassified to long-term obligations as the Company intends to refinance the obligations on a long-term basis and has the ability to do so under its existing credit agreements.

At June 30, 2001, the Company has $1.2 billion available under its universal shelf registration statement for issuance of securities.

At June 30, 2001, the Company had a working capital deficiency of approximately $1.7 billion primarily due to the issuance of debt incurred to purchase LucasVarity. Management believes that sufficient resources from funds generated by operations, dispositions and existing borrowing capacity, are available to maintain liquidity.

OTHER MATTERS

Refer to the Contingencies note to Financial Statements for discussion of legal matters.

FORWARD-LOOKING STATEMENTS

Statements in this filing that are not statements of historical fact may be forward-looking statements. In addition, from time to time, the Company and its representatives make statements that may be forward-looking. This section provides readers with cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors

that could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this filing or otherwise made by, or on behalf of, the Company.

The Company’s consolidated results could be affected by: unanticipated events and circumstances that may occur and render the Company’s acquisition of LucasVarity less beneficial to the Company than anticipated; the ability to continue technical innovation and the development of and demand for new products and contract awards; pricing pressures from customers; the ability to reduce the level of outstanding debt from cash flow from operations and the proceeds from asset dispositions; the introduction of competing products or technology by competitors; the financial results of companies in which we have made technology investments; the availability of funding for research and development; the economic, regulatory and political instability of certain emerging countries; fluctuations in currency exchange rates; and the ability to attract and retain skilled employees with high-level technical competencies.

The Company’s aerospace and information systems businesses also could be affected by: the level of defense funding by the government; the termination of existing government contracts; and the ability to develop and market products and services for customers outside of the traditional aerospace and information systems markets.

The Company’s automotive businesses also could be affected by: changes in consumer debt levels and interest rates; moderation or decline in the automobile build rate; work stoppages; customer recall and warranty claims; product liability issues; and changes to the regulatory environment regarding automotive safety.

The above list of important factors is not exclusive. We caution that any forward-looking statement reflects only the beliefs of the Company or its management at the time the statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement was made.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to inherent risks attributed to operating in a global economy. It is the Company’s policy to utilize derivative financial instruments to manage its interest rate and foreign currency exchange rate risks. When appropriate, the Company uses derivatives to hedge its exposure to short-term interest rate changes as a lower cost substitute for the issuance of fixed rate debt and as a means of securing long-term, floating-rate debt. Also, the Company may use interest rate agreements in the management of interest rate exposure on debt issuances. The Company manages cash flow transactional foreign exchange risk pursuant to a written corporate policy. Forward contracts and, to a lesser extent, options are utilized to protect the Company’s cash flow from adverse movements in exchange rates.

The Company is exposed to credit loss in the event of nonperformance by the other party to the derivative financial instruments. The Company limits this exposure by entering into agreements with a number of major financial institutions that meet credit standards established by the Company and that are expected to satisfy fully their obligations under the contracts. Derivative financial instruments are viewed by the Company as a risk management tool and are not used for speculative or trading purposes.

Based on the Company’s interest rate exposure on variable rate borrowings at June 30, 2001, a one-percentage-point increase in the average interest rate on the Company’s variable rate borrowings would increase future interest expense by approximately $2 million per month.

Based on the Company’s exposure to foreign currency exchange rate risk resulting from derivative foreign currency instruments outstanding at June 30, 2001, a 10 percent uniform strengthening in the value of the U.S. dollar relative to the currencies in which those derivative foreign currency instruments are denominated would result in a $124 million loss in fair value.

The Company’s sensitivity analyses of the effects of changes in interest rates and foreign currency exchange rates do not reflect the effect of such changes on the related hedged transactions or on other operating transactions. The Company’s sensitivity analyses of the effects of changes in interest rates and foreign currency exchange rates do not factor in a potential change in the level of variable rate borrowings or derivative instruments outstanding that could take place if these hypothetical conditions prevailed.

Management believes the Company’s current financial position and financing arrangements allow flexibility in worldwide financing activities and permit the Company to respond to changing conditions in credit markets. Management believes that funds generated from operations and existing borrowing capacity are adequate to fund debt service requirements, capital expenditures, working capital including tax requirements, company-sponsored research and development programs and dividend payments to shareholders.

Refer to the Financial Instruments note to Financial Statements for further discussion of derivative instruments as of June 30, 2001.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Except as described in Part II, Item 1 of TRW’s Form 10-Q filing for the quarter ended March 31, 2001, there have been no material developments in legal proceedings involving TRW or its subsidiaries since those reported in TRW’s Annual Report on Form 10-K for the year ended December 31, 2000.

Item 4. Submission of Matters to a Vote of Security Holders.

(a) The Company held its 2001 Annual Meeting of Shareholders on April 25, 2001.

(b) Proxies for the Annual Meeting of Shareholders were solicited pursuant to Regulation 14 under the Act; there was no solicitation in opposition to management’s nominees as listed in the proxy statement; and all of such nominees were elected.

(c) Michael H. Armacost was elected a Director of the Company with 113,106,999 votes for election, 1,410,292 votes withheld from voting and 9,968,612 shares not voted, including broker non-votes.

George H. Heilmeier was elected a Director of the Company with 107,395,522 votes for election, 7,121,769 votes withheld from voting and 9,968,612 shares not voted, including broker non-votes.

John D. Ong was elected a Director of the Company with 107,163,469 votes for election, 7,353,822 votes withheld from voting and 9,968,612 shares not voted, including broker non-votes.

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the 2001 fiscal year with 113,047,632 votes for, 839,863 votes against, 629,796 votes abstaining and 9,968,612 shares not voted, including broker non-votes.

The shareholders defeated a proposal raised by a shareholder from the floor of the meeting that 75 to 100 percent of Directors attend each future annual meeting of shareholders with 6,570 votes for, 114,492,370 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

The shareholders defeated a proposal to report the percentage of Directors attending the 2000 annual shareholder meeting with 6,359 votes for, 114,492,570 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

The shareholders defeated a proposal raised by a shareholder from the floor of the meeting to report the percentage of Directors attending a board or committee meeting within 24 hours of the 2000 annual shareholder meeting with 6,352 votes for, 114,492,577 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

The shareholders defeated a proposal raised by a shareholder from the floor of the meeting that future shareholder meetings start between the hours of 10:00 a.m. and 3:00 p.m. with 6,359 votes for, 114,492,570 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

The shareholders defeated a proposal raised by a shareholder from the floor of the meeting to report whether trustees appointed by the Company vote employee stock and the percentage of outstanding stock that these trustees vote with 6,559 votes for, 114,492,370 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

10(a) Amendment dated as of May 11, 2001 to 1997 TRW Long-Term Incentive Plan

10(b) Amendment dated as of May 11, 2001 to 2000 TRW Long-Term Incentive Plan

10(c) Form of Nonqualified Stock Option Agreement

10(d) Form of Transferable Nonqualified Stock Option Agreement

10(e) Form of Director Transferable Nonqualified Stock Option Agreement

10(f) Form of Stock Option Agreement Qualified under the laws of France

10(g) TRW Inc. Supplemental Executive Retirement Plan dated as of January 1, 2001

10(h) Form of 2001 – 2002 Strategic Incentive Program Grant

10(i) Form of 2001 – 2003 Strategic Incentive Program Grant

10(j) Amended and Restated Employment Agreement by and between TRW Inc. and Dave M. Cote, dated as of April 25, 2001.

15 Letter re: Unaudited Financial Information

99 Computation of Ratio of Earnings to Fixed Charges – Unaudited (Supplement to Exhibit 12 of the following Registration Statements of the Company: No. 333-89133 on Form S-3 and No. 333-48443 on Form S-3)

(b) Reports on Form 8-K

None.

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: July 31, 2001	By:	/s/ W. B. Lawrence

		W. B. Lawrence
		Executive Vice President, General
		Counsel and Secretary

	By:	/s/ T.A. Connell

		T.A. Connell
		Vice President and Controller

25 EX-10.A 3 l89508aex10-a.htm EX-10(A) AMEND TO 1997 LONG TERM INCENTIVE PLAN EX-10(A) Amend to 1997 Long Term Incentive Plan

Exhibit 10(a)

AMENDMENT DATED MAY 11, 2001 TO THE
1997 TRW LONG-TERM INCENTIVE PLAN

TRW Inc., by action of the Compensation Committee of its Board of Directors, hereby adopts this Amendment dated May 11, 2001 to the 1997 TRW Long-Term Incentive Plan (the “Plan”).

Effective as of the close of business on May 11, 2001, Section 2(e) of the Plan is amended to read in its entirety as follows:

(e) Fair Market Value. For any particular date, the average of the high and low sales prices of a Share on such date on the New York Stock Exchange Composite Transactions Listing as reported by the New York Stock Exchange or such other source as may be approved by resolution of the Committee (or if there are no sales on such date, then the closing sale price on such Listing on the nearest date before such date).

EX-10.B 4 l89508aex10-b.htm EX-10(B) AMEND TO 2000 LONG TERM INCENTIVE PLAN EX-10(B) Amend to 2000 Long Term Incentive Plan

Exhibit 10(b)

AMENDMENT DATED MAY 11, 2001 TO THE
2000 TRW LONG-TERM INCENTIVE PLAN

TRW Inc., by action of the Compensation Committee of its Board of Directors, hereby adopts this Amendment dated May 11, 2001 to the 2000 TRW Long-Term Incentive Plan (the “Plan”).

Effective as of the close of business on May 11, 2001, Section 2(e) of the Plan is amended to read in its entirety as follows:

EX-10.C 5 l89508aex10-c.htm EX-10(C) FORM NONQUALIFIED STOCK OPTION AGREEMENT EX-10(C) Form Nonqualified Stock Option Agreement

Exhibit 10(c)

[TRW LOGO]

Nonqualified Stock Option Agreement

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the first anniversary of the date of grant. After that you will be entitled to purchase up to 33-1/3% of the shares covered by this option, rounded down to the nearest whole share for each of the first two years, for each full year of your continuous employment with TRW Inc. (“TRW”) after the date of grant. The purchase rights accumulate as shown in the following table.


		Cumulative Maximum Percentage of
Number of Full Years of Continuous		Optioned Shares That May Be
Service After Date of Grant		Purchased

1 2 3		33-1/3% 66-2/3% 100%

Notwithstanding the foregoing, this option will immediately become exercisable in respect of all of the shares covered by this grant in the event of the termination of your employment in the following circumstances:

(a) your death;

(b) your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan); or

(c) on or after the first anniversary of the date of grant of this option, (i) your retirement at age 60 or over or (ii) a divestiture of the business or product line in which you are employed provided you are then age 60 or over and eligible for retirement.

This option will also become immediately exercisable in respect of all the shares covered by this grant upon a change of control of TRW Inc. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

2. Exercise in Whole or Part

To the extent this option has become exercisable, you may purchase on any date or dates all or any part of the shares which you are then entitled to purchase. However, no fractional shares may be purchased.

3. Term of Option

To the extent this option has become exercisable in accordance with Section 1 above, it may be exercised by you at any time during the 10-year period beginning on the date of grant. To the extent this option remains unexercised, your unexercised purchase rights will terminate upon the first to occur of (i) the end of such ten-year period or (ii) three months after the date on which your employment with TRW terminates. Notwithstanding the foregoing, in the following cases your unexercised purchase rights will terminate at the times set forth in the following clauses:

(a) If the Directors of TRW find that you intentionally committed an act, which act is inimical to the interests of TRW or a subsidiary, your unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.

(b) In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.

(c) If your employment is terminated by your death or by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.

(d) If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.

(e) If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.

(f) If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.

Nothing contained in this agreement shall extend this option beyond a 10-year period or shall limit whatever right TRW or a subsidiary might otherwise have to terminate your employment at any time.

4. Payment of Option Price

The option price shall be payable at the time of exercise. The option price shall be paid at the Office of Secretary at TRW’s corporate headquarters or at any other place designated by the Secretary. The option price may be paid in cash, by delivery of full shares of TRW Common, by a cashless exercise, or in any combination of the foregoing, in accordance with such procedures and subject to such further conditions as the Secretary of TRW may establish from time to time. Notwithstanding the foregoing, the Compensation Committee of TRW at any time may suspend or terminate your right to pay any or all of the option price in shares of TRW Common.

Cash payments shall be made in United States dollars.

before the date of exercise) or such other method or procedure for determining fair market value as the Compensation Committee of TRW in its sole discretion may determine. For purposes of this option, the “date of exercise” is the date on which written notice, accompanied by the option price, is received by the Secretary of TRW or his designee that you have elected to exercise all or part of this option.

5. Taxes

Upon any exercise of this option, TRW may withhold delivery of certificates for the purchased shares until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of such exercise. You may elect, in accordance with applicable regulations of the Compensation Committee of TRW, to pay a portion or all of the amount of required withholding taxes in cash, through a cashless exercise or in shares of TRW Common, either by delivering to TRW previously held shares of TRW Common or by having shares of TRW Common withheld from the shares purchased hereunder.

6. Securities Laws

This option shall not be exercisable if such exercise would violate any federal or state securities law. TRW will use its best efforts to make such filings and initiate such proceedings as may be necessary to prevent such violations unless the Directors of TRW determine, in their sole discretion, that such filings or proceedings would result in undue expense or hardship for TRW. TRW may place appropriate legends on the certificates for the optioned shares, give stop-transfer instructions to its transfer agents or take any other action to achieve compliance with those laws in connection with any exercise of this option or your resale of the optioned shares.

7. Transferability

This option is not transferable other than by will or the laws of descent and distribution and shall be exercisable during your lifetime only by you or your guardian or legal representative.

8. Leaves of Absence

If you take a leave of absence for illness, military or governmental service or other reasons, and such leave has been specifically approved by the Chairman of the Board or the President of TRW for purposes of this option, then such leave will not be treated as an interruption of your employment.

9. Adjustments

The Compensation Committee of TRW may make such adjustments in the option price and in the number or kind of shares of TRW Common or other securities covered by this option as it in its sole discretion may determine are equitably required to prevent dilution or enlargement of your rights that would otherwise result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of TRW, merger, consolidation, reorganization, partial or complete liquidation or other corporate transaction or event having an effect similar to any of the foregoing.

10. Certain Definitions

For purposes of this option, employment with a subsidiary will be treated as equivalent to employment with TRW itself, and your continuous employment will not be deemed to be interrupted by reason of your transfer among TRW and its subsidiaries. “Subsidiary” means a corporation or other entity in an unbroken chain of entities beginning with TRW if each of the entities other than the last entity in the unbroken chain owns stock or other ownership interests possessing 50% or more of the total outstanding combined voting power of all classes of stock or other interests in the next entity in the chain. “Subsidiary” also means, if not covered by the definition of subsidiary in the preceding sentence and if specifically approved by the Chairman of the Board of TRW with respect to this option, a corporation or other entity in which TRW has a direct or indirect ownership interest.

11. Miscellaneous

By participating in the TRW stock option program, you understand and agree to the following conditions:

(a) This stock option is subject to all the terms and conditions of the TRW plan pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

(b) The program is discretionary and TRW can cancel or terminate it at any time. As such, the program does not create any contractual or other right to receive options or benefits in lieu of options in the future. Any future option grants, including but not limited to the timing of any grant, number of options, vesting provisions, and the exercise price, will be in TRW’s sole discretion.

(c) Your participation in the TRW stock option program is completely voluntary and is not a condition or right of your employment.

(d) The value of your TRW stock option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, your option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, social insurance contributions (except where local law specifically provides otherwise), pension or retirement benefits, or similar payments.

(e) Your vesting progress will end if your employment terminates before three years after the grant date for reasons other than those set forth in Section 1 hereof.

(f) The future value of the TRW stock is unknown and cannot be predicted with any certainty. If the TRW stock does not increase in value, the option will have no value.

(g) You authorize your manager to furnish TRW (and any agent of TRW administering the program or providing program recordkeeping services) with such information and data as it shall request in order to facilitate the grant of options and administration of the program. You also waive any data privacy rights you might have with respect to such information about you, which is needed to issue your TRW stock option grant.

(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way transferred or alienated, except as otherwise explicitly provided in the Stock Option Agreement.

(i) The TRW stock option program is governed by and subject to U.S. law. Interpretation of the program and your rights thereunder will be governed by provisions of U. S. law.

EX-10.D 6 l89508aex10-d.htm EX-10(D) TRANSFERABLE NONQUALIFIED STOCK OPT AGRMT EX-10(D) Transferable Nonqualified Stock Opt Agrmt

Exhibit 10(d)

[TRW LOGO]

Transferable Nonqualified Stock Option Agreement

TERMS AND CONDITIONS

1. Purchase Rights


		Cumulative Maximum Percentage of
Number of Full Years of Continuous		Optioned Shares That May Be
Service After Date of Grant		Purchased

1 2 3		33-1/3% 66-2/3% 100%

(a) your death;

(b) your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan); or

2. Exercise in Whole or Part

3. Term of Option

Nothing contained in this agreement shall extend this option beyond a 10-year period or shall limit whatever right TRW or a subsidiary might otherwise have to terminate your employment at any time.

4. Payment of Option Price

Cash payments shall be made in United States dollars.

5. Taxes

6. Securities Laws

7. Transferability

This option is not transferable except (a) by will or the laws of descent and distribution, or (b) by gift to any member of your immediate family, to a trust for the benefit of an immediate family member, or to a partnership whose beneficiaries are members of your immediate family; provided, however, that there may be no consideration for any such transfer. For purposes of this agreement, “immediate family member” shall mean your spouse, children and grandchildren. Notwithstanding any transfer of this option pursuant to clause (b) of this Section 7, you will continue to be solely responsible for the taxes described in Section 5 of this agreement. Any option transferred pursuant to the terms of this Section 7 shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

8. Leaves of Absence

9. Adjustments

10. Certain Definitions

11. Miscellaneous

By participating in the TRW stock option program, you understand and agree to the following conditions:

(c) Your participation in the TRW stock option program is completely voluntary and is not a condition or right of your employment.

(e) Your vesting progress will end if your employment terminates before three years after the grant date for reasons other than those set forth in Section 1 hereof.

(f) The future value of the TRW stock is unknown and cannot be predicted with any certainty. If the TRW stock does not increase in value, the option will have no value.

(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way transferred or alienated, except as otherwise explicitly provided in the Stock Option Agreement.

(i) The TRW stock option program is governed by and subject to U.S. law. Interpretation of the program and your rights thereunder will be governed by provisions of U. S. law.

EX-10.E 7 l89508aex10-e.htm EX-10(E) DIRECT. TRANSFERABLE NON-QUAL STK OPT AGR EX-10(E) Direct. Transferable Non-Qual Stk Opt Agr

Exhibit 10(e)

[TRW LOGO]

Director Transferable Nonqualified
Stock Option Agreement

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the first anniversary of the date of grant. After that date, you will be entitled to purchase all of the shares covered by this option.

Notwithstanding the foregoing, in the event of the termination of your service as a Director due to your death, your permanent disability, your retirement or in the event of a change in control of TRW Inc. (“TRW”), this option will immediately become exercisable in respect of all of the shares covered by this grant. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation and Stock Option Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

2. Exercise in Whole or Part

3. Term of Option

To the extent this option has become exercisable in accordance with paragraph 1 above, it may be exercised by you at any time during the 10-year period beginning on the date of grant. To the extent this option remains unexercised at the end of the 10-year period, your unexercised purchase rights will terminate.

4. Payment of Option Price

Shares delivered in payment of the option price shall be valued at their fair market value on the date of exercise. For purposes of this option, “fair market value” is the average of the high and low sales prices of a share of TRW Common on the date of exercise on the New York Stock Exchange Composite Transactions Listing as reported by the New York Stock Exchange or such other source as may be approved by resolution of the Compensation Committee of TRW (or if there are no sales on such date, then the closing sale price on such Listing on the nearest date before the date of exercise) or such other method or procedure for determining fair market value as the Compensation Committee of TRW in its sole discretion may determine.

For purposes of this option, the “date of exercise” is the date on which written notice, accompanied by the option price, is received by the Secretary of TRW or his designee that you have elected to exercise all or part of this option.

5. Taxes

6. Securities Laws

7. Transferability

consideration for any such transfer. For purposes of this agreement, “immediate family member” shall mean your spouse, children and grandchildren. Notwithstanding any transfer of this option pursuant to clause (b) of this Section 7, you will continue to be solely responsible for the taxes described in Section 5 of this agreement.

Any option transferred pursuant to the terms of this Section 7 shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

8. Adjustments

9. Miscellaneous

This stock option is subject to all the terms and conditions of the TRW plan pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

EX-10.F 8 l89508aex10-f.htm EX-10(F) STK OPT AGRMT QUALIFIED/RULES OF FRANCE EX-10(F) Stk Opt Agrmt Qualified/Rules of France

Exhibit 10(f)

[TRW LOGO]

Stock Option Agreement Qualified

Under the Laws of France

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the fifth anniversary of the date of grant. After that you will be entitled to purchase all of the shares covered by this option, provided that you have been continuously employed with TRW Inc. (“TRW”) since the date of grant. If the laws in France requiring that options be held for five years from the date of grant in order to qualify for favorable tax and social treatment applicable to stock options granted under the Law °70-1322 of December 31, 1970, as subsequently amended, are amended to require a holding period of less than five years, this option shall become exercisable upon the expiration of such shorter holding period, provided that you have been continuously employed with TRW since the date of grant; provided, however, that if such holding period shall be less than three years, this option shall become exercisable in accordance with whichever of the following schedules shall be applicable:

One-year holding period:


		Cumulative Maximum Percentage of
Number of Full Years of Continuous		Optioned Shares That May Be
Service After Date of Grant		Purchased

1 2 3		33-1/3% 66-2/3% 100%

Two-year holding period:


		Cumulative Maximum Percentage of
Number of Full Years of Continuous		Optioned Shares That May Be
Service After Date of Grant		Purchased

2 3		66-2/3% 100%

The number of shares that may be purchased in accordance with the foregoing schedules shall be rounded down to the nearest whole share for each of the first two years. Notwithstanding the foregoing, in the event of the termination of your employment due to your death or to your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), or in the event of a change in control of TRW, this option will immediately become exercisable in respect of all of the shares covered by this grant. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

2. Exercise in Whole or Part

3. Term of Option

(a) If the Directors of TRW find that you intentionally committed an act, which act is inimical to the interests of TRW or a subsidiary, your unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.

(b) In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.

(c) In the event of your death at any time during the term of this option, your unexercised purchase rights will terminate upon the earlier of (i) six months after the date of your death and (ii) ten years after the date of grant.

(d) If your employment is terminated by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.

(e) If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.

(f) If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.

(g) If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.

Nothing contained in this agreement shall extend this option beyond a 10-year period or shall limit whatever right TRW or a subsidiary might otherwise have to terminate your employment at any time.

4. Payment of Option Price

any time may suspend or terminate your right to pay any or all of the option price in shares of TRW Common.

Cash payments shall be made in United States dollars.

5. Taxes

6. Securities Laws

7. Transferability

This option is not transferable other than by will or the laws of descent and distribution and shall be exercisable during your lifetime only by you or your guardian or legal representative.

8. Leaves of Absence

9. Adjustments

The Compensation Committee of TRW shall make adjustments in the option price and the number or kind of shares of TRW Common or other securities covered by this option only in accordance with the terms of the TRW plan and the French sub-plan thereunder, pursuant to which this stock option is granted.

10. Certain Definitions

11. Miscellaneous

By participating in the TRW stock option program, you understand and agree to the following conditions:

(a) This stock option is subject to all the terms and conditions of the TRW plan, including the French sub-plan thereunder, pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan and the French sub-plan thereunder pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

(c) Your participation in the TRW stock option program is completely voluntary and is not a condition or right of your employment.

(e) Your vesting progress will end if your employment terminates before five years after the grant date, or such shorter period prescribed in Section 1 hereof, for reasons other than death, disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan) or a change in control of TRW.

(f) The future value of the TRW stock is unknown and cannot be predicted with any certainty. If the TRW stock does not increase in value, the option will have no value.

(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way transferred or alienated, except as otherwise explicitly provided in the Stock Option Agreement.

(i) The TRW stock option program is governed by and subject to U.S. law. Interpretation of the program and your rights thereunder will be governed by provisions of U. S. law. EX-10.G 9 l89508aex10-g.htm EX-10(G) TRW SUPPLEMENTAL EXECUTIVE RETIREMENT PL Ex-10(G) TRW Supplemental Executive Retirement Pl

Exhibit 10(g)

TRW SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Amended and Restated Effective January 1, 2001)

1. Purpose. The purpose of the TRW Supplemental Executive Retirement Plan (“SERP”), as amended and restated effective January 1, 2001, is to provide supplemental retirement and death benefits to a select group of management and highly-compensated employees. The SERP is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act (“ERISA”). Benefits provided under the SERP and the eligible participants thereunder will be described in the Schedules attached hereto.

2. Directors/Committee. For purposes of the SERP, “Directors” shall mean the Compensation and Stock Option Committee of the Directors of TRW Inc. (“TRW” or the “Company”) with respect to action taken pursuant to Section 7 and the approval of benefits of any participant who is, or ever was, either a Director of the Company, a member of the Chief Executive Office, or a member of the Management Committee. With respect to the approval of benefits of other participants, “Committee” shall refer to an Administrative Committee consisting of those three employees of the Company who occupy the most senior positions in the Company Staff Finance, Human Resources, and Law Departments. The Committee or its delegate shall have discretionary authority to interpret the provisions of the SERP, determine the rights and status of participants and beneficiaries hereunder (including factual determinations), and handle the general administration of the SERP. Such interpretations and determinations shall be final and conclusive as to all interested persons.

3. Time of Payment. Except as otherwise provided in an attached Schedule, payment of SERP benefits to the participant (or, in the event of his death, to his beneficiary as designated in writing to the Committee) shall be made as of the January following the termination of the participant’s employment with the Company through retirement, death or otherwise.

4. Payment of Benefits.

a. Subject to paragraph 4(b) and except as provided in any applicable Schedule, the automatic form of payment of benefit from the SERP shall be:

i. if the SERP benefit is supplemental to a defined benefit pension plan benefit, the automatic and optional forms of payment shall be the same as offered under the TRW Supplementary Retirement Income Plan (“SRIP”).

ii. if the SERP benefit is supplemental to a defined contribution plan benefit, the automatic and optional forms of payment shall be the same as offered under the TRW Benefits Equalization Plan (“BEP”).

b. Payments under the SERP shall be made by TRW, with any appropriate reimbursement being made by subsidiaries of TRW. The SERP shall be unfunded, and

TRW shall neither be required to establish any special or separate fund nor to make any other segregation of assets in order to assure the payment of any amounts under the SERP. Participants in the SERP have the status of general unsecured creditors of TRW and the SERP constitutes a mere promise by TRW to make benefit payments in the future.

5. Non-Alienation of Benefits. Neither a participant nor any other person shall have any right to sell, assign, transfer, pledge, mortgage or otherwise encumber, in advance of actual receipt, any SERP benefit. Any such attempted assignment or transfer shall be ineffective; TRW’s sole obligation under the SERP shall be to pay benefits to the participant, his beneficiary or his estate, as appropriate. No part of any SERP benefit shall, prior to actual payment, be subject to the payment of any debts, judgments, alimony or separate maintenance owed by a participant or any other person; nor shall any SERP benefit be transferable by operation of law in the event of a participant’s or any other person’s bankruptcy or insolvency, except as required by law.

6. Claims Procedure. If a claim for a SERP benefit is denied, in whole or in part, a written notice of denial provided to the participant shall state the reasons for denial, a description of any additional material or information required; and an explanation of the claim review procedure. Any person whose claim, upon his written request for review, is again denied may make a second request for review. A decision on such second request shall normally be made within sixty days.

7. Amendment and Termination. Nothing herein shall be construed to constitute a contract between TRW and the participants to continue the SERP, and TRW’s Directors in their sole discretion may terminate or discontinue the SERP at any time and may at any time and from time to time amend any or all of its provisions; provided, however, that no termination or amendment shall reduce amounts credited prior to such termination or amendment.

8. Miscellaneous Provisions.

a. As used in this document, the masculine gender shall include the feminine and the singular shall include the plural.

b. Employment rights with TRW shall not be enlarged or affected by the existence of the SERP.

c. In case any provision of the SERP shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions thereof.

d. The SERP shall be governed by the laws of the State of Ohio, to the extent not preempted by federal law.

EX-10.H 10 l89508aex10-h.htm EX-10(H) 2001-02 STRATEGIC INCENTIVE PROGRAM GRANT EX-10(H) 2001-02 Strategic Incentive Program Grant

Exhibit 10(h)

[TRW LOGO]

2001-2002 STRATEGIC INCENTIVE PROGRAM GRANT

Terms and Conditions

1. The Grant
This Grant sets forth the terms and conditions under which you will receive performance units in the event that certain financial goals are achieved with respect to the calendar years 2001 through 2002 (the “Performance Period”).

2. Performance Criteria
The definition of the goals, for purposes of this Grant, is set forth in Exhibit A. The criteria for including items in or excluding items from the calculations set forth in Exhibit A shall be at the complete discretion of the Compensation Committee of the TRW Directors (the “Committee”).

A goal scoring sheet for each of the two years in the Performance Period and weighted award levels related to each of the financial goals is attached as Exhibit B.

3. Payment
Promptly following the availability of financial information at the end of each year in the Performance Period, the number of performance units to be paid out will be determined by multiplying the Grant by the payout percent generated by the goal scoring sheet. Each performance unit will be converted into cash using the average of the high and the low sale price averages of a share of TRW Common Stock (“TRW Common”) on the New York Stock Exchange Composite Transactions Listing, as reported on the New York Stock Exchange (the “Average TRW High and Low”) for each day on which such shares are traded on the New York Stock Exchange during the months of December and January preceding the date of payment. This amount will be paid to you in the currency in which you receive your compensation.

4. Taxes
Upon any payment pursuant to this Grant, TRW will deduct any withholding or other taxes due.

5. Transferability
This Grant is not transferable other than by will or the laws of descent and distribution.

6. Death
If your termination of employment occurs as a result of your death during the second year of the Performance Period, your estate or those so designated by will or the laws of descent and distribution will be entitled to receive a prorated payment reflecting the number of full months of service that you were employed during the second year of the Performance Period. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of your death.

7. Disability
If your termination of employment occurs in the second year of the Performance Period due to disability for a period of more than twelve months (as determined in accordance with the TRW U.S. Long-Term Disability Plan), you will be entitled to receive a prorated payment reflecting the number of full months of service during the second year of the Performance Period before the commencement of your disability. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of the commencement of your disability.

8. Termination of Employment
This Grant shall terminate on the date of your termination of employment and you shall not be entitled to any additional payments hereunder. However, if your employment is terminated as a result of retirement during the second year of the Performance Period, you may be eligible to receive a prorated payment reflecting the number of full months of service during the second year of the Performance Period before your retirement, at the sole discretion of the Committee. Such payment, if approved, will be made in February 2003.

9. Adjustments
The Committee shall make such adjustments in the number and kind of performance units, including the right to receive any payouts, as it may determine are equitably required to prevent dilution or enlargement of your rights that would otherwise result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of TRW, merger, consolidation, reorganization, partial or complete liquidation or other corporate transaction or event having an effect similar to any of the foregoing.

10. Change in Control
The Performance Period as referred to in this Grant will end immediately upon a change in control of TRW Inc. For purposes of this Grant, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

If a Change in Control occurs prior to the time payment has been made for the first year of the Performance Period, you will be entitled to receive a payment for the full Performance Period, assuming maximum performance on all goals. If a Change in Control occurs before the end of the second year of the Performance Period, and after the payment has been made for the first year of the Performance Period, you will be entitled to receive a payment equal to fifty percent of the Grant, assuming maximum performance on all goals. The number of units payable, determined in accordance with this paragraph, will be issued to you promptly following the Change in Control and will be valued using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the 30 calendar days preceding the date the Change in Control occurs.

11. Amendments
In addition to the authority to make adjustments as provided in Section 9, the Committee shall have the authority, until such time as a Change in Control as defined in Section 10 occurs, to amend this Grant. Notwithstanding the foregoing, if you transfer positions or change responsibilities within TRW and are no longer eligible to participate in this Program, your Grant will automatically terminate and, if such transfer or change in responsibilities occurs during the second year of the Performance Period, you may be entitled to receive a prorated payout, at the sole discretion of the Committee, based on the number of full months that your Grant was in effect during the second year of the Performance Period. The CEO or the Committee, as the case may be, also reserves the right to withhold payment under this Grant due to individual performance.

12. Miscellaneous
This Grant shall not be construed as giving you any right to continue in the employ of TRW. Subject to the requirements and limitations in Sections 10 and 11 above, the Committee has authority to interpret and construe any provision of this Grant and any such interpretation and construction shall be binding and conclusive. Except as provided in Sections 6, 7 and 10 above, no rights hereunder shall accrue to you with respect to the Performance Period until such period is completed and the goals performance for such period has been approved as provided in Section 3 above.

This Grant is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, this Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-term service awards, social insurance contributions (except where local law specifically provides otherwise), pension or retirement benefits, or similar payments.

13. Entire Agreement
This Grant sets forth the entire understanding between you and TRW with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, relating hereto.

EX-10.I 11 l89508aex10-i.htm EX-10(I) 2001-03 STRATEGIC INCENTIVE PROGRAM GRANT EX-10(I) 2001-03 Strategic Incentive Program Grant

Exhibit 10(i)

[TRW LOGO]

2001-2003 STRATEGIC INCENTIVE PROGRAM GRANT

Terms and Conditions

A goal scoring sheet for the three years in the Performance Period and weighted award levels related to each of the financial goals is attached as Exhibit B.

3. Payment
Promptly following the availability of financial information at the end of the Performance Period, the number of performance units to be paid out will be determined by multiplying the Grant by the payout percent generated by the goal scoring sheet. Each performance unit will be converted into cash using the average of the high and the low sale price averages of a share of TRW Common Stock (“TRW Common”) on the New York Stock Exchange Composite Transactions Listing, as reported by the New York Stock Exchange (the “Average TRW High and Low”) for each day on which such shares are traded on the New York Stock Exchange during the months of December 2003 and January 2004. This amount will be paid to you in the currency in which you receive your compensation.

4. Taxes
Upon any payment pursuant to this Grant, TRW will deduct any withholding or other taxes due.

5. Transferability
This Grant is not transferable other than by will or the laws of descent and distribution.

6. Death
If your termination of employment occurs as a result of your death during the second or third year of the Performance Period, your estate or those so designated by will or the laws of descent and distribution will be entitled to receive a prorated payment reflecting the number of full months of service that you were employed during the Performance Period. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of your death.

7. Disability
If your termination of employment occurs in the second or third year of the Performance Period due to disability for a period of more than twelve months (as determined in accordance with the TRW U.S. Long-Term Disability Plan), you will be entitled to receive a prorated payment reflecting the number of full months of service during the Performance Period before the commencement of your disability. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of the commencement of your disability.

8. Termination of Employment
This Grant shall terminate on the date of your termination of employment and you shall not be entitled to any additional payments hereunder. However, if your employment is terminated as a result of retirement during the second or third year of the Performance Period, you may be eligible to receive a prorated payment reflecting the number of full months of service during the Performance Period before your retirement, at the sole discretion of the Committee. Such payment, if approved, will be made in February 2004.

If a Change in Control occurs prior to the end of the Performance Period, you will be entitled to receive a payment for the full Performance Period, assuming maximum performance on all goals. The number of units payable, determined in accordance with the preceding sentence, will be issued to you promptly following the Change in Control and will be valued using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the 30 calendar days preceding the date the Change in Control occurs.

11. Amendments
In addition to the authority to make adjustments as provided in Section 9, the Committee shall have the authority, until such time as a Change in Control as defined in Section 10 occurs, to amend this Grant. Notwithstanding the foregoing, if you transfer positions or change responsibilities within TRW and are no longer eligible to participate in this Program, your Grant will automatically terminate and, if such transfer or change in responsibilities occurs during the second or third year of the Performance Period, you may be entitled to receive a prorated payout, at the sole discretion of the Committee, based on the number of full months that your Grant was in effect. The CEO or the Committee, as the case may be, also reserves the right to withhold payment under this Grant due to individual performance.

EX-10.J 12 l89508aex10-j.htm EX-10(J) AM & RES EMPLOYMENT AGRMT/TRW & DM COTE EX-10(J) Am & Res Employment Agrmt/TRW & DM Cote

Exhibit 10(j)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

AGREEMENT, made and entered into as of the Effective Date by and between TRW Inc., an Ohio corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and David M. Cote (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms of such employment (this “Agreement”) and the Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

1. Definitions.

(a) “Affiliate” of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b) “Base Salary” shall mean the salary provided for in Section 4 below or any increased salary granted to the Executive pursuant to Section 4.

(d) “Cause” shall mean:

(i) the Executive commits a felony involving moral turpitude; or

(ii) in carrying out his duties, the Executive engages in conduct that constitutes gross neglect or gross misconduct, resulting, in either case, in economic harm to the Company.

(e) A “Change in Control” shall be defined in the Employment Continuation Agreement, which is attached hereto as Exhibit A.

(f) “Constructive Termination Without Cause” shall mean termination by the Executive of his employment at his initiative within 30 days following the occurrence of any of the following events without his consent:

(i) a reduction in the Executive’s then current Base Salary or target bonus opportunity as a percentage of Base Salary;

(ii) a material diminution in the Executive’s duties; or

(iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction.

Following written notice from the Executive of any of the events described above, the Company shall have 15 calendar days in which to cure. If the Company fails to cure, the Executive’s termination shall become effective on the 16th calendar day following the written notice.

(g) “Disability” shall have the meaning ascribed to it by the Company’s Long-Term Disability Plan.

(h) “Effective Date” shall be November 11, 1999.

(i) “Pro Rata” shall mean a fraction, the numerator of which is the number of days that the Executive was employed in the applicable performance period (a calendar year in the case of an annual bonus and a performance cycle in the case of an award under the Long-Term Incentive Plan) and the denominator of which shall be the number of days in the applicable performance period.

(j) “Stock” shall mean the Common Stock of the Company.

(k) “Term of Employment” shall mean the period specified in Section 2 below (including any extension as provided therein).

(l) “Period of Employment” shall mean the period of time between the Effective Date and the date on which the Executive’s employment terminates.

2. Term of Employment.

The Term of Employment shall begin on the Effective Date, and shall extend until the third anniversary of the Effective Date, with two automatic one-year renewals thereafter unless either Party notifies the other at least 3 months before the scheduled expiration date that the term is not to renew. Notwithstanding the foregoing, the Term of Employment may be earlier terminated by either Party in accordance with the provisions of Section 12.

3. Position, Duties and Responsibilities.

(a) Commencing on the Effective Date and continuing through January 31, 2001, the Executive shall be employed as the President and Chief Operating Officer of the Company and be primarily responsible for the general operations of the automotive businesses of the Company. The Executive shall also be elected by the Board as a member of the Board, effective as of the Effective Date. Commencing on February 1, 2001, the Executive shall be employed as Chief Executive Officer of the Company. During the term of this Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests.

(b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

4. Base Salary.

The Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $750,000 through calendar year 2000. Thereafter, the Base Salary shall be reviewed annually for increase in the discretion of the Board.

5. Annual Incentive Award.

During the Term of Employment, commencing in 2000 the Executive shall have a target bonus opportunity equal to 70% of Base Salary and commencing in 2001 the Executive shall have a target bonus opportunity equal to 90% of Base Salary. This bonus shall be payable in these amounts if the performance goals established for the relevant year are met, but subject to adjustment in accordance with the Company’s Operational Incentive Plan. If such performance goals are not met, the Executive shall receive a lesser amount (or nothing) as determined in accordance with the Company’s Operational Incentive Plan. The Executive is guaranteed a minimum bonus of $525,000 for the year 2000.

6. Sign-on Awards.

(a) In order to keep the Executive whole in respect of compensation he is forfeiting at his previous employer, the Company shall grant the Executive the equity-based awards described in this Section 6.

(b) Restricted Stock Award. The Company shall grant the Executive 430,000 shares of restricted stock based on the terms set forth in Exhibit B attached hereto.

(c) Stock Option Award. The Company shall grant the Executive a stock option to purchase 500,000 shares of Common Stock of the Company based on the terms set forth in Exhibit C attached hereto.

7. Additional Long-Term Incentive Awards.

(a) Long-Term Incentive Programs. The Executive shall be eligible to participate in the Company’s on-going long-term incentive programs.

(b) Stock Options. The Executive shall be eligible for stock option awards commencing with awards in 2000, in accordance with Company practices applicable to its senior-level executives at the sole discretion of the Board.

(c) Strategic Incentive Plan (“SIP”). The Executive shall participate in the Company’s 1998-2000 SIP with a target grant of 15,000 performance units for the year 2000.

8. Employee Benefit Programs.

During the Term of Employment, the Executive shall be entitled to participate in any employee pension and welfare benefit plans and programs made available to the Company’s senior level executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, the Company’s Salaried Pension Plan, Stock Savings Plan and other retirement and savings plans or programs, Executive Health Care Plan (which covers medical, dental and vision), short-term and long-term disability and life insurance plans, accidental death and dismemberment protection, travel accident insurance, and will also participate in the Company’s vacation policy for senior executives.

9. Supplemental Pension.

The Executive shall be entitled to participate in the Company’s Non-Qualified Retirement Plans. In addition, the Company shall provide him with a Supplemental Retirement Benefit (“SRB”) under the TRW Supplemental Executive Retirement Plan (the “SERP”) as described in Schedule D to the SERP, a copy of which is attached as Exhibit D hereto.

10. Reimbursement of Business and Other Expenses; Relocation.

(a) The Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and the Company shall promptly reimburse him for all reasonable business expenses incurred in connection with carrying out the business of the Company, subject to documentation in accordance with the Company’s policy.

(b) The Executive shall be entitled to participate in the Company’s Relocation Policy, including without limitation, all reasonable moving, closing, temporary housing and other associated expenses.

11. Perquisites. The Executive shall receive standard Company executive perquisites, including, without limitation, the following:

(a) the Executive Life Insurance Plan, providing split dollar insurance with a $5 million single-life covered amount, subject to the provisions of the plan;

(b) the Financial Counseling Program; and

12. Termination of Employment.

(a) Termination Due to Death. In the event that the Executive’s employment is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to the following benefits:

(i) Base Salary through the end of the month in which death occurs;

(ii) Pro Rata annual incentive award for the year in which the Executive’s death occurs, when bonuses are paid to other officers;

(iii) all outstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable through the end of the originally scheduled term;

(iv) the restrictions on restricted stock shall lapse;

(v) payout of other long-term incentive plans in accordance with those plans; and

(vi) SRB benefits in accordance with Section 9.

(b) Termination Due to Disability. In the event that the Executive’s employment is terminated due to his Disability, he shall be entitled to the following benefits:

(i) disability benefits in accordance with the long-term disability program in effect for senior executives of the Company;

(ii) Base Salary through the end of the month in which disability benefits commence;

(iii) Pro Rata annual incentive award for the year in which the Executive’s termination occurs, payable when bonuses are paid to other officers;

(iv) all outstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable for the end of the originally scheduled term;

(v) the restrictions on the restricted stock shall lapse;

(vi) payout of other long-term incentive plans in accordance with those plans; and

(vii) SRB benefits in accordance with Section 9.

(i) A termination for Cause shall not take effect unless the provisions of this paragraph (i) are complied with. The Executive shall be given written notice by the Board of the intention to terminate him for Cause and shall then be entitled to a hearing before the Board, provided he requests such hearing within five calendar days of receipt of the written notice from the Board of the intention to terminate him for Cause. Following such hearing, if the Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.

(ii) In the event the Company terminates the Executive’s employment for Cause:

(A) he shall be entitled to Base Salary through the date of the termination;

(B) all outstanding options which are not then exercisable shall be forfeited;

(D) any other long-term incentive grant shall be forfeited; and

(E) SRB benefits in accordance with Section 9.

(d) Termination without Cause or Constructive Termination without Cause after February 1, 2001. In the event the Executive’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, in either case after February 1, 2001, the Executive shall be entitled to the following benefits:

(i) Base Salary through the date of termination;

(ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination;

(iii) a Pro Rata annual incentive award for the year in which termination occurs;

(iv) an annual incentive award at target for a period of 24 months following the date of termination; payable when such awards are made to other senior executives;

(v) if the termination is prior to the Executive’s 55th birthday, exercisable options shall remain exercisable for three months, if the termination is on or after the Executive’s 55th birthday, exercisable options shall remain exercisable through the end of the originally scheduled term;

(vi) unvested restricted stock is forfeited;

(vii) any other long-term incentives shall be payable in accordance with the plans;

(viii) SRB benefits in accordance with Section 9; and

(ix) continued participation in the Executive Health Care Plan and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment until the earlier of 24 months following termination of employment or the date, or dates, he obtains coverage under the plans of another employer.

(e) Voluntary Termination. A termination of employment by the Executive on his own initiative, other than a termination due to death or Disability or a Constructive Termination without Cause, shall have the same consequences as provided in Section 12(c)(ii) for a termination for Cause. A voluntary termination under this Section 12(e) shall be effective 30 calendar days after prior written notice is received by the Company, unless the Company elects to make it effective earlier.

(f) Consequences of a Change in Control. In the event of a change in control, the Executive’s entitlements relating to a Change in Control of the Company shall be determined in accordance with the Employment Continuation Agreement, Exhibits B and C of this Employment Agreement and any other post-Effective Date documents relating to Executive benefits upon a change in control of the Company. In no event shall any payments or benefits due the Executive pursuant to the Employment Continuation Agreement be duplicated pursuant to this agreement.

(g) Other Termination Benefits. In the case of any of the foregoing terminations, the Executive or his estate shall also be entitled to:

(i) the balance of any incentive awards due for performance periods which have been completed, but which have not yet been paid;

(ii) any expense reimbursements due the Executive; and

(iii) other benefits, if any, in accordance with applicable plans and programs of the Company.

13. Confidentiality.

(a) The Executive agrees that he will not, at any time during the Term of Employment or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or Affiliate of the Company, obtained during the course of his employment, except as required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or Affiliate of the Company or as may be required by law, provided that, if the Executive receives legal process with regard to disclosure of such information, he shall promptly notify the Company and cooperate with the Company in seeking a protective order.

(b) The Executive agrees that at the time of the termination of his employment with the Company, whether at the instance of the Executive or the Company, and regardless of the reasons therefor, he will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter containing information, including any and all documents significant to the conduct of the business of the Company or any subsidiary or Affiliate of the Company which are in his possession, except for any documents for which the Company or any subsidiary or Affiliate of the Company has given written consent to removal at the time of the termination of the Executive’s employment.

14. Noncompetition.

The Executive agrees that during the Period of Employment and for a period of two years thereafter (the “Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise (a “Competitor”), engage or be engaged, or assist any Competitor in engaging or being engaged, in any Competitive Activity. A Competitive Activity shall mean a business that (i) is being conducted by the Company or any Affiliate at the time in question, (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment, and (iii) represents fifteen (15) percent or more of the total revenues of the Competitor for its most recent quarterly reporting period. Nothing in this Section 14 shall prohibit the Executive from being a passive owner of not more than one percent of the outstanding common stock, capital stock and equity of any firm, corporation or enterprise so long as the Executive has no active participation in the management of business of such firm, corporation or enterprise.

15. Non solicitation.

The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly, induce or attempt to induce any employee of or advisor or consultant to the Company or any of its Affiliates to terminate or abandon his or her or its employment or other relationship for any purpose whatsoever; provided, however, that this restriction shall not apply to, or interfere with, the proper performance by the Executive of his duties and responsibilities during the Period of Employment.

If the restrictions stated in Sections 14 and 15 of this Agreement are found by a court to be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

16. Remedies.

The Executive agrees that the Company’s remedies at law would be inadequate in the event of a breach or threatened breach of this Agreement; accordingly, the Company shall be entitled, in addition to its rights at law, to seek an injunction and other equitable relief without the need to post a bond.

17. Resolution of Disputes.

Any disputes arising under or in connection with this Agreement shall be resolved by third party mediation of the dispute and, failing that, at the election of the Executive by binding arbitration, to be held in Cleveland, Ohio, in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each Party shall bear his or its own costs of the mediation, arbitration or litigation.

18. Indemnification.

(a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the Company’s Board of Directors or, if greater, by the laws of the State of Ohio, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

(b) The failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive under Section 18(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, shall not create a presumption that the Executive has not met the applicable standard of conduct.

(c) The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers.

19. Assignability; Binding Nature.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns. Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law.

20. Entire Agreement.

This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto.

21. Amendment or Waiver.

No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive and an authorized officer of the Company. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be.

22. Severability.

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law so as to achieve the purposes of this Agreement.

23. Survivorship.

Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall survive any termination of the Executive’s employment. This Agreement itself (as distinguished from the Executive’s employment) may not be terminated by either Party without the written consent of the other Party. Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the Parties shall survive the Agreement expiration with respect to the rights (including but not limited to vested rights) and the obligations of the Parties.

24. References.

In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

25. Governing Law.

This Agreement shall be governed in accordance with the laws of Ohio without reference to principles of conflict of laws.

26. Notices.

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally, (b) delivered by certified or registered mail, postage prepaid, return receipt requested or (c) delivered by overnight courier (provided that a written acknowledgment of receipt is obtained by the overnight courier) to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company: TRW Inc.
Office of the General Counsel
1900 Richmond Road
Cleveland, Ohio 44124

If to the Executive: David M. Cote
11804 Springhill Garden
Anchorage, Kentucky 40223

27. Headings.

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

28. Counterparts.

This Agreement may be executed in two or more counterparts.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

TRW Inc.

By: /s/ John D. Ong

John D. Ong

Chairman of the Compensation Committee

/s/ David M. Cote

David M. Cote

EX-15 13 l89508aex15.htm EX-15 LETTER RE: UNAUDITED FINANCIAL INFORMATION EX-15 Letter Re: Unaudited Financial Information

Exhibit 15

Letter Re: Unaudited Financial Information

Audit Committee of the
Board of Directors
TRW Inc.

We are aware of the incorporation by reference in the following registration statements and in the related prospectuses of our report dated April 18, 2001 and July 19, 2001 relating to the unaudited consolidated interim financial statements of TRW Inc. that are included in its Forms 10-Q for the quarters ended March 31, 2001 and June 30, 2001.


Form S-3		333-89133




Form S-3		333-48443




Form S-8		333-61198




Form S-8		333-61192




Form S-8		333-36052




Form S-8		333-27003




Form S-8		333-27001




Form S-8		333-20351




Form S-8		33-53503




Form S-8		33-29751




Form S-8		2-90748




Form S-8		2-64035

/s/ Ernst & Young LLP

July 31, 2001
Cleveland, Ohio

EX-99 14 l89508aex99.htm EX-99 COMPUT. OF RATIO - EARNINGS TO FIXED CHARGES EX-99 Comput. of Ratio - Earnings to Fixed Charges

Exhibit 99

TRW Inc. and Subsidiaries
Computation of Ratio of Earnings
to Fixed Charges — Unaudited

(In millions except ratio data)


			Years Ended December 31
	Six Months Ended
	June 30, 2001		2000			1999			1998		1997			1996

Earnings from continuing operations before income taxes	$	108.1	$	706.4	(A)	$	787.3	(B)	$	746.1	$	239.7	(C)	$	302.2	(D)





Unconsolidated affiliates		87.3		1.2			(37.1	)		1.0		(8.0	)		1.4





Minority earnings		14.1		12.5			22.8			10.5		20.2			11.5





Fixed charges excluding capitalized interest		292.6		606.9			552.1			174.3		123.9			129.0


Earnings	$	502.1	$	1,327.0		$	1,325.1		$	931.9	$	375.8		$	444.1



Fixed Charges:




Interest expense	$	251.1	$	523.8		$	476.7		$	114.4	$	75.4		$	84.2





Capitalized interest		3.0		5.0			4.7			4.7		4.5			3.5





Portion of rents represen- tative of interest factor		41.5		83.1			75.3			59.9		48.5			43.2





Interest expense of unconsolidated affiliates		0.0		0.0			0.0			0.0		0.0			1.6


Total fixed charges	$	295.6	$	611.9		$	556.7		$	179.0	$	128.4		$	132.5


Ratio of earnings to fixed charges		1.7x		2.2x			2.4x			5.2x		2.9x			3.4x

(A) The 2000 earnings from continuing operations before income taxes of $706.4 million, includes an $11.7 million earnings charge, $6.2 million after the effect of minority interest, for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 2000 Annual Report to Shareholders.

(B) The 1999 earnings from continuing operations before income taxes of $787.3 million, includes an $85.3 million earnings charge for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 1999 Annual Report to Shareholders.

(C) The 1997 earnings from continuing operations before income taxes of $239.7 million includes a $548 million earnings charge for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 1997 Annual Report to Shareholders.

(D) The 1996 earnings from continuing operations before income taxes of $302.2 million includes a charge of $384.8 million as a result of actions taken in the automotive and space and defense businesses. See “Special Charges and Divestiture” note in the Notes to Financial Statements of the Company’s 1996 Annual Report to Shareholders.

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(a)		The Company held its 2001 Annual Meeting of Shareholders on April 25, 2001.

(b)		Proxies for the Annual Meeting of Shareholders were solicited pursuant to Regulation 14 under the Act; there was no solicitation in opposition to management’s nominees as listed in the proxy statement; and all of such nominees were elected.

(c)		Michael H. Armacost was elected a Director of the Company with 113,106,999 votes for election, 1,410,292 votes withheld from voting and 9,968,612 shares not voted, including broker non-votes.

		George H. Heilmeier was elected a Director of the Company with 107,395,522 votes for election, 7,121,769 votes withheld from voting and 9,968,612 shares not voted, including broker non-votes.

		John D. Ong was elected a Director of the Company with 107,163,469 votes for election, 7,353,822 votes withheld from voting and 9,968,612 shares not voted, including broker non-votes.

		The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the 2001 fiscal year with 113,047,632 votes for, 839,863 votes against, 629,796 votes abstaining and 9,968,612 shares not voted, including broker non-votes.

		The shareholders defeated a proposal raised by a shareholder from the floor of the meeting that 75 to 100 percent of Directors attend each future annual meeting of shareholders with 6,570 votes for, 114,492,370 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

		The shareholders defeated a proposal to report the percentage of Directors attending the 2000 annual shareholder meeting with 6,359 votes for, 114,492,570 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

		The shareholders defeated a proposal raised by a shareholder from the floor of the meeting to report the percentage of Directors attending a board or committee meeting within 24 hours of the 2000 annual shareholder meeting with 6,352 votes for, 114,492,577 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

		The shareholders defeated a proposal raised by a shareholder from the floor of the meeting that future shareholder meetings start between the hours of 10:00 a.m. and 3:00 p.m. with 6,359 votes for, 114,492,570 votes against, 2,856 votes abstaining, and 9,968,612 shares not voted, including broker non-votes.

	10(a)		Amendment dated as of May 11, 2001 to 1997 TRW Long-Term Incentive Plan

	10(b)		Amendment dated as of May 11, 2001 to 2000 TRW Long-Term Incentive Plan

	10(c)		Form of Nonqualified Stock Option Agreement

	10(d)		Form of Transferable Nonqualified Stock Option Agreement

	10(e)		Form of Director Transferable Nonqualified Stock Option Agreement

	10(f)		Form of Stock Option Agreement Qualified under the laws of France

	10(g)		TRW Inc. Supplemental Executive Retirement Plan dated as of January 1, 2001

	10(h)		Form of 2001 – 2002 Strategic Incentive Program Grant

	10(i)		Form of 2001 – 2003 Strategic Incentive Program Grant

	10(j)		Amended and Restated Employment Agreement by and between TRW Inc. and Dave M. Cote, dated as of April 25, 2001.

	15		Letter re: Unaudited Financial Information

	99		Computation of Ratio of Earnings to Fixed Charges – Unaudited (Supplement to Exhibit 12 of the following Registration Statements of the Company: No. 333-89133 on Form S-3 and No. 333-48443 on Form S-3)

(a)		If the Directors of TRW find that you intentionally committed an act, which act is inimical to the interests of TRW or a subsidiary, your unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.

(b)		In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.

(c)		If your employment is terminated by your death or by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.

(d)		If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.

(e)		If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.

(f)		If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.

(a)		If the Directors of TRW find that you intentionally committed an act, which act is inimical to the interests of TRW or a subsidiary, your unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.

(b)		In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.

(c)		In the event of your death at any time during the term of this option, your unexercised purchase rights will terminate upon the earlier of (i) six months after the date of your death and (ii) ten years after the date of grant.

(d)		If your employment is terminated by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.

(e)		If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.

(f)		If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.

(g)		If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.


If to the Company:		TRW Inc. Office of the General Counsel 1900 Richmond Road Cleveland, Ohio 44124

If to the Executive:		David M. Cote 11804 Springhill Garden Anchorage, Kentucky 40223


TRW Inc.

By:		/s/ John D. Ong

		John D. Ong
		Chairman of the Compensation Committee

		/s/ David M. Cote

		David M. Cote

(A)		The 2000 earnings from continuing operations before income taxes of $706.4 million, includes an $11.7 million earnings charge, $6.2 million after the effect of minority interest, for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 2000 Annual Report to Shareholders.




(B)		The 1999 earnings from continuing operations before income taxes of $787.3 million, includes an $85.3 million earnings charge for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 1999 Annual Report to Shareholders.




(C)		The 1997 earnings from continuing operations before income taxes of $239.7 million includes a $548 million earnings charge for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 1997 Annual Report to Shareholders.




(D)		The 1996 earnings from continuing operations before income taxes of $302.2 million includes a charge of $384.8 million as a result of actions taken in the automotive and space and defense businesses. See “Special Charges and Divestiture” note in the Notes to Financial Statements of the Company’s 1996 Annual Report to Shareholders.