TRW INC
10-Q, 1995-11-09
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1
                                  FORM 10-Q
                                      
                                      
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549
                                      
(Mark One)

       [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1995
                               ------------------

                                     OR

       [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________
                              
Commission file number                  1-2384
                      -------------------------------------------

                                   TRW Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)
                                      
                    Ohio                                     34-0575430
- ---------------------------------------------            --------------------
(State or other jurisdiction of incorporation            (I.R.S. Employer
               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 November 3, 1995, there were 65,572,158 shares of
               TRW Common Stock, $0.625 par value, outstanding.
                                      
                                      
                   This is page one of a total of 17 pages.
               The Exhibit Index is on page 14 of this filing.
                                      
<PAGE>   2
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements



Statements of Earnings (unaudited)
TRW Inc. and subsidiaries
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                    Third quarter ended    Nine months ended
                                       September 30          September 30
In millions except per share data      1995    1994          1995    1994
- -----------------------------------------------------------------------------
<S>                                 <C>     <C>           <C>     <C>

Sales                                $2,401  $2,165        $7,709  $6,641
Cost of sales                         1,942   1,714         6,199   5,280
- -----------------------------------------------------------------------------
Gross profit                            459     451         1,510   1,361


Administrative and selling              207     188           592     540
  expenses
Research and development                 88     100           314     318
  expenses
Interest expense                         28      24            76      80
Other (income) expense-net               (7)      6            (2)     44
- -----------------------------------------------------------------------------
Earnings before income taxes            143     133           530     379
Income taxes                             50      51           199     146
- -----------------------------------------------------------------------------
Net earnings                         $   93  $   82        $  331  $  233
- -----------------------------------------------------------------------------

                                                
- -----------------------------------------------------------------------------
PER SHARE OF COMMON STOCK
    Fully diluted                    $ 1.41  $ 1.24        $ 4.94  $ 3.52
    Primary                            1.39    1.26          4.97    3.56
    Dividends declared                  .50     .50          1.00     .97
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
Shares used in computing per
  share amounts                                         
    Fully diluted                      66.7    65.9          67.2    66.0
    Primary                            67.0    64.9          66.6    65.2
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>   3


Statements of Cash Flows (unaudited)
TRW Inc. and subsidiaries
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    Nine months ended
                                                      September 30
In millions                                          1995      1994
- ------------------------------------------------------------------------
<S>                                                 <C>       <C>

Operating activities:
Net earnings                                         $331      $233
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
    Depreciation and amortization                     383       353
    Restructuring                                       -       (18)
    Deferred income taxes                              18        43
    Other-net                                          21        41
Changes in assets and liabilities, net of effects
  of businesses acquired or sold:
    Accounts receivable                               (75)     (175)
    Inventories and prepaid expenses                  (75)      (64)
    Accounts payable and other accruals               (38)       65
    Other-net                                          (4)       41
- ------------------------------------------------------------------------
Net cash provided by operating activities             561       519
- ------------------------------------------------------------------------

Investing activities:
Capital expenditures                                 (314)     (311)
Proceeds from divestitures                              9        10
Investments in other assets                           (55)      (50)
Other-net                                              (2)      (20)
- ------------------------------------------------------------------------
Net cash used in investing activities                (362)     (371)
- ------------------------------------------------------------------------

Financing activities:
Increase(decrease) in short-term debt                  22       (80)
Proceeds from debt in excess of 90 days                27       165
Principal payments on debt in excess of 90 days      (161)     (121)
Dividends paid                                        (98)      (93)
Other-net                                               7        11
- ------------------------------------------------------------------------
Net cash used in financing activities                (203)     (118)
- ------------------------------------------------------------------------
Effect of exchange rate changes on cash               (24)      (37)
- ------------------------------------------------------------------------
Decrease in cash and cash equivalents                 (28)       (7)
Cash and cash equivalents at beginning of period      109        79
- ------------------------------------------------------------------------
Cash and cash equivalents at end of period           $ 81      $ 72
- ------------------------------------------------------------------------




</TABLE>
<PAGE>   4


Balance Sheets (unaudited)
TRW Inc. and subsidiaries
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          September 30    December 31
In millions                                       1995           1994
- --------------------------------------------------------------------------
<S>                                             <C>            <C>
Assets
Current assets
  Cash and cash equivalents                     $   81         $  109
  Accounts receivable                            1,428          1,338
  Inventories                                      535            470
  Prepaid expenses                                  81             59
  Deferred income taxes                            231            239
- --------------------------------------------------------------------------
Total current assets                             2,356          2,215

Property, plant and equipment-on 
  the basis of cost                              5,805          5,556
  Less accumulated depreciation 
    and amortization                             3,284          3,067
- --------------------------------------------------------------------------
Total property, plant and equipment-net          2,521          2,489

Intangible assets
  Intangibles arising from acquisitions            479            477
  Capitalized data files                           473            441
  Other                                             84             69
- --------------------------------------------------------------------------
                                                 1,036            987
  Less accumulated amortization                    386            331
- --------------------------------------------------------------------------
Total intangible assets-net                        650            656
Other assets                                       286            276
- --------------------------------------------------------------------------
                                                $5,813         $5,636
- --------------------------------------------------------------------------

Liabilities and shareholders' investment
Current liabilities
  Short-term debt                               $  196         $  122
  Accounts payable                                 677            737
  Current portion of long-term debt                 98            157
  Other current liabilities                      1,003            970
- --------------------------------------------------------------------------
Total current liabilities                        1,974          1,986

Long-term liabilities                              790            796
Long-term debt                                     568            694
Deferred income taxes                              278            269

Minority interests in subsidiaries                  70             69

Capital stock                                       41             41
Other capital                                      396            354
Retained earnings                                1,649          1,383
Cumulative translation adjustments                  78             66
Treasury shares-cost in excess of par value        (31)           (22)
- --------------------------------------------------------------------------
Total shareholders' investment                   2,133          1,822
- --------------------------------------------------------------------------
                                                $5,813         $5,636
- --------------------------------------------------------------------------

</TABLE>
<PAGE>   5


Results by Business Segments (unaudited)
TRW Inc. and subsidiaries
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>                               Third quarter ended   Nine months ended
                                            September 30        September 30
In millions                                1995      1994       1995     1994
- -------------------------------------------------------------------------------
<S>                                     <C>       <C>        <C>      <C>

Sales
Automotive                               $1,422    $1,331     $4,882   $4,115
Space & Defense                             827       682      2,375    2,070
Information Systems & Services              152       152        452      456
- -------------------------------------------------------------------------------
Sales                                    $2,401    $2,165     $7,709   $6,641
- -------------------------------------------------------------------------------

Operating profit
Automotive                               $  116    $  113     $  461   $  327
Space & Defense                              54        47        153      138
Information Systems & Services               26        27         69       75
- -------------------------------------------------------------------------------
Operating profit                            196       187        683      540
Company Staff and other                     (25)      (31)       (77)     (84)
Interest expense                            (28)      (24)       (76)     (80)
Earnings from affiliates                      -         1          -        3
- -------------------------------------------------------------------------------
Earnings before income taxes             $  143    $  133     $  530   $  379
- -------------------------------------------------------------------------------


</TABLE>
<PAGE>   6
NOTES TO FINANCIAL STATEMENTS
(unaudited)

Principles of Consolidation
- ---------------------------

The financial statements include the accounts of the Company and
its subsidiaries except for an insurance subsidiary.  The
wholly-owned insurance subsidiary and the majority of investments
in affiliated companies, which are not significant individually
or in the aggregate, are accounted for by the equity method.

Inventories
- -----------

Inventories consist of the following:
(In millions)
<TABLE>
<CAPTION>
                                September 30      December 31
                                        1995             1994
                                        ----             ----
<S>                                    <C>              <C>

Finished products and 
  work in process                       $296             $246                  
Raw materials and supplies               239              224
                                        ----             ----
                                        $535             $470
                                        ----             ----
</TABLE>


Long-Term Liabilities
- ---------------------

For balance sheet purposes, long-term liabilities at
September 30, 1995, and December 31, 1994, included $684 million
and $682 million, respectively, relating to postretirement
benefits other than pensions.


Other (Income) Expense-Net
- -------------------------

Other (income) expense included the following:
(In millions)

<TABLE>
<CAPTION>
                                 Third quarter ended      Nine months ended
                                     September 30            September 30
                                    1995      1994           1995      1994
                                 -------------------      -----------------
<S>                                <C>       <C>            <C>       <C>
Other income                        $(15)     $(11)          $(43)     $(41)
Other expense                          7        13             32        45
Foreign currency translation           1         4              9        40
                                    ----      ----           ----      ----
                                    $ (7)     $  6           $ (2)     $ 44
                                    ----      ----           ----      ----

</TABLE>
<PAGE>   7


Earnings Per Share
- ------------------

Fully diluted earnings per share have been computed based on the
weighted average number of shares of Common Stock outstanding
during each period, including common stock equivalents and
assuming the conversion of the Serial Preference Stock II--Series
1 and 3.  Primary earnings per share have been computed based on
the weighted average number of shares of Common Stock outstanding
during each period including common stock equivalents.

Primary earnings per share for the third quarter of 1995 of $1.39
is lower than the fully diluted earnings per share amount of
$1.41 due to the use of the treasury stock method for calculating
share repurchase.  The September 1995 calculation of fully
diluted earnings per share uses the average market price.


Supplemental Cash Flow Information
- ----------------------------------

<TABLE>
<CAPTION>
                                                   Nine months ended
                                                     September 30
                                                  -------------------
(In millions)                                       1995       1994
                                                    ----       ----
<S>                                                <C>         <C>
Interest paid (net of amount capitalized)           $ 74        $85

Income taxes paid (net of refunds)                  $191        $47

</TABLE>

For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less to
be cash equivalents.


Interim Statements
- ------------------

The financial statements are based in part on approximations and
are subject to adjustments that may develop, such as unsettled
contract and renegotiation matters and matters that arise in
connection with the annual audit of the financial statements;
however, in the opinion of management, all adjustments (which
consist of normal recurring accruals) necessary for a fair
presentation of the results of operations for the periods
presented have been included.  Results of operations for any
interim period are not necessarily indicative of the results to
be expected for the full year.



<PAGE>   8


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

RESULTS OF OPERATIONS

(In millions except per share data)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                   Third Quarter           September 30
                          --------------------------  -------------------------
                                            Percent                    Percent
                            1995     1994   Inc (Dec)   1995    1994   Inc (Dec)
                            ----     ----  --------     ----    ----  --------
<S>                      <C>      <C>          <C>   <C>     <C>          <C>
Sales                     $2,401   $2,165       11%   $7,709  $6,641       16%
Operating Profit          $  196   $  187        4%   $  683  $  540       27%
Net Earnings              $   93   $   82       14%   $  331  $  233       43%
Fully Diluted Earnings
  Per Share               $ 1.41   $ 1.24       14%   $ 4.94  $ 3.52       40%
Effective Tax Rate          34.8%    38.7%              37.5%   38.7%

</TABLE>


The increase in sales for the third quarter and first nine months
of 1995 resulted from higher volume in the Automotive segment,
primarily in the North American airbag business and all European
businesses, as well as increased volume in the Space & Defense
segment.

Operating profit for the third quarter and first nine months of
1995 increased primarily as a result of the higher sales volume.

The increase in net earnings for the third quarter and first nine
months of 1995 resulted from the higher operating profit noted
above.  Net earnings also benefited from a lower effective tax
rate.

The lower effective tax rate was primarily due to the utilization
of tax loss carryforwards resulting from the legal reorganization of 
certain German operations as well as the favorable effect of certain
prior period adjustments, including an adjustment to the prior
year's actual tax liability.

Interest expense was $76 million for the first nine months of
1995 compared to $80 million in 1994.  The decrease in interest
expense was due primarily to lower debt levels partially offset
by higher interest rates.


<PAGE>   9


Automotive 

(In millions)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                   Third Quarter           September 30
                          --------------------------  -------------------------
                                            Percent                    Percent
                            1995     1994   Inc (Dec)   1995    1994   Inc (Dec)
                            ----     ----  --------     ----    ----  --------

<S>                      <C>      <C>          <C>   <C>     <C>          <C>
Sales                     $1,422   $1,331      7%     $4,882  $4,115       19%
Operating Profit          $  116   $  113      3%     $  461  $  327       41%

</TABLE>

The increase in sales for the third quarter and first nine months of
1995 resulted from higher volume in all European automotive
businesses, the effect of favorable exchange rates and higher volume
in the North American airbag business.  The increase in sales for the
third quarter 1995 was partially offset by lower volume in the North
American seatbelt business.

Operating profit increased for the third quarter and first nine months
of 1995 due to the higher volume in all European businesses.  The
increase in third quarter 1995 operating profit was partially offset
by the effect of lower sales in certain North American operations.

Space & Defense

(In millions)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                   Third Quarter           September 30
                          --------------------------  -------------------------
                                            Percent                    Percent
                            1995     1994   Inc (Dec)   1995    1994   Inc (Dec)
                            ----     ----  --------     ----    ----  --------
<S>                         <C>      <C>        <C>   <C>     <C>          <C>
Sales                       $827     $682     22%     $2,375  $2,070       15%
Operating Profit            $ 54     $ 47     15%     $  153  $  138       11%
           
</TABLE>


Sales for the third quarter and first nine months of 1995 increased
due to new business volume and improvements in ongoing program
performance.  The increase in sales for the first nine months of 1995
was partially offset by the effect of contracts nearing completion.

The increase in operating profit for the third quarter and first nine
months of 1995 resulted from the increased sales volume and the
absence of investments related to diversification into commercial
markets, partially offset by program profit adjustments.  Operating
profit for the third quarter of 1995 included a program reserve which
was offset by the benefit of a franchise tax settlement.

Information Systems & Services

(In millions)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                   Third Quarter           September 30
                          --------------------------  -------------------------
                                            Percent                    Percent
                            1995     1994   Inc (Dec)   1995    1994   Inc (Dec)
                            ----     ----  --------     ----    ----  --------
<S>                        <C>      <C>       <C>      <C>     <C>       <C>
Sales                       $152     $152       - %     $452    $456      (1)%
Operating Profit            $ 26     $ 27      (8)%     $ 69    $ 75      (9)%
</TABLE>

Sales and operating profit amounts for the third quarter and first nine months
of 1995 were comparable to those of the third quarter and first nine months of
1994.



<PAGE>   10
LIQUIDITY AND FINANCIAL POSITION


In the first nine months of 1995, cash flow provided by operating
activities of $561 million was used primarily for capital
expenditures of $314 million, a net decrease in debt of $112
million, dividend payments of $98 million and $41 million in
other items.  In addition, the effect of exchange rates reduced
cash flow by $24 million.  As a result, cash and cash equivalents
decreased by $28 million.

Total debt (short-term debt, the current portion of long-term
debt and long-term debt) was $862 million at September 30, 1995,
compared to $973 million at December 31, 1994.  The ratio of
total debt to total capital (total debt, total deferred income
taxes, minority interests and shareholders' investment) at
September 30, 1995 was 28 percent compared to 34 percent at
December 31, 1994.

During the third quarter of 1995, the Company filed a
$224.5 million debt shelf registration statement.  After this
filing, a total of $500 million is available for borrowing under
the Company's shelf registration statements.

During the first nine months of 1995, the Company's committed
U.S. 364-day revolving credit agreement, which allowed the
Company to borrow up to $150 million, expired.  Also during the
first nine months, the Company renegotiated the terms of its
multi-year U.S. revolving credit agreement.  The credit
agreement, which previously allowed the Company to borrow up to
$400 million, has been revised to allow the Company to borrow up
to $550 million.  The revised agreement now extends through
February 2000 and contains lower commitment fees and borrowing
rates.

Also during the first nine months of 1995, the Company
renegotiated the terms of its committed multi-currency revolving
credit agreement.  The agreement, which previously consisted of
two tranches with 13 banks and allowed the Company to borrow up
to $200 million, now consists of one tranche and allows the
Company to borrow up to $200 million.  The revised agreement now
extends through February 2000 and contains lower commitment fees
and borrowing rates.

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 risks.  The effect of these derivative
transactions on the Company's net earnings is not material.

Management believes that funds generated from operations and
existing borrowing capacity will be adequate to support and
finance planned growth, capital expenditures, company-sponsored
research and development programs and dividends payments to
shareholders.
<PAGE>   11
PART II.        OTHER INFORMATION

Item 1.  Legal Proceedings.
         ------------------

On February 15, 1994, TRW filed suit in the United States
District Court for the District of Arizona against Talley
Industries, Inc. and certain Talley subsidiary companies.
The suit relates to TRW's 1989 purchase of Talley's air bag
business.  In the complaint, TRW claimed that, among other
violations of TRW's rights, Talley breached the non-compete
provision contained in the purchase agreement by providing
products and services to competitors of TRW.  As a result of
the breach, TRW exercised its rights under the agreement and
the license from Talley to TRW to make a one-time payment of
$26.5 million to Talley for a paid-up royalty-free license
to use Talley's air bag patents and technology.  On March 1,
1994, Talley filed an answer and counterclaims against TRW
alleging that TRW had acted improperly in making the
$26.5 million payment and requesting that TRW be ordered to
pay immediately to Talley the value of all anticipated
royalties, claimed by Talley to be not less than
$250 million.  On May 19, 1994, the court granted Talley's
motion for an injunction requiring TRW to continue to make
quarterly royalty payments pursuant to the 1989 asset
purchase agreement and ancillary agreements pending trial of
TRW's claims.  On April 5, 1995, trial began before a jury
on TRW's claims and Talley's counterclaims.  On May 30,
1995, at the close of all the evidence, the trial judge
directed a verdict against TRW on TRW's claims against
Talley, ruling that there was not sufficient evidence to
send TRW's claims to the jury.  However, the judge allowed
Talley's counterclaims to go to the jury.  On June 6, 1995,
the jury entered its verdict that Talley was entitled to the
present value of the future royalty stream in the sum of
$138 million on the contract claim, but that TRW had not
acted in bad faith and that the technology on which
royalties were due was limited to that in existence when TRW
purchased Talley's air bag business.

Judgment was entered against TRW on June 27, 1995 and TRW
timely filed a notice of appeal on July 12, 1995.  On 
July 26, 1995, the trial judge entered an order requiring 
that TRW continue to pay quarterly royalty payments to Talley 
as they become due, notwithstanding the fact it filed an 
appropriate bond in connection with its notice of appeal.
TRW immediately appealed the judge's ruling requiring that 
TRW continue to pay the royalties pending appeal; however, 
the 9th Circuit U.S. Court of Appeals denied TRW's appeal 
without prejudice and accelerated the schedule for the
appeal on the judge's decision directing a verdict against 
TRW in connection with TRW's claims against Talley.  The 
judgment against TRW is not expected to have a material 
financial effect on the Company.

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

(a)     Exhibits:

        11      Computation of Earnings Per Share -- Unaudited.

        27      Financial Data Schedule.

                                      11
<PAGE>   12
        99      Computation of Ratio of Earnings to Fixed Charges -- Unaudited
                (Supplement to Exhibit 12 of the following Form S-3 
                Registration Statements of the Company: No. 33-30350, filed 
                August 4, 1989, No. 33-42870, filed September 20, 1991, and No.
                33-61711, filed September 15, 1995).
                
(b)     Reports on Form 8-K:

        No report on Form 8-K was filed during the quarter for which this
report is filed.

                                      12
<PAGE>   13
                                  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:  November 9, 1995         By: /s/ Martin A. Coyle
                                            --------------------
                                              Martin A. Coyle
                                              Executive Vice President
                                              and Secretary




        Date:  November 9, 1995         By: /s/ Ronald D. Sugar
                                            --------------------
                                              Ronald D. Sugar
                                              Executive Vice President
                                              and Chief Financial Officer

                                      13
<PAGE>   14
                                  FORM 10-Q
                                      
            Quarterly Report for Quarter Ended September 30, 1995
                                      
                                      
                                      
                                Exhibit Index




<TABLE>
<CAPTION>
Exhibit No.                  Description                                        Page No.
- -----------                  -----------                                        --------
        <C>     <S>                                                                  <C>
        11      Computation of Earnings Per Share -- Unaudited.                       15
                                                                                        
        27      Financial Data Schedule.                                              16
                                                                                        
        99      Computation of Ratio of Earnings to Fixed Charges --                            
                Unaudited (Supplement to Exhibit 12 of the following                            
                Form S-3 Registration Statements of the Company:                                
                No. 33-30350, filed August 4, 1989, No. 33-42870,                            
                filed September 20, 1991, and No. 33-61711, filed 
                September 15, 1975).                                                  17
</TABLE>

                                      14

<PAGE>   1
                                                                      Exhibit 11

                          TRW Inc. and Subsidiaries
                          --------------------------
                COMPUTATION OF EARNINGS PER SHARE - UNAUDITED
                ---------------------------------------------

                     (In Millions Except Per Share Amounts)


<TABLE>
<CAPTION>
                                                            Nine Months Ended September 30
                                                            ------------------------------
PRIMARY                                                         1995              1994 
- -------                                                        ------            ------
<S>                                                            <C>               <C>   
Net earnings                                                   $331.4            $232.5
Less preference dividend requirements                             0.5               0.5
                                                               ------            ------
Net earnings applicable to common shares                                               
    and common share equivalents                               $330.9            $232.0
                                                               ======            ======
                                                                                       
Average common shares outstanding                                65.2              64.5
Stock options and performance share rights,                                            
    based on the treasury stock method using                                           
    average market price                                          1.4               0.7
                                                               ------            ------
Average common shares and common share                                                 
    equivalents                                                  66.6              65.2
                                                               ======            ======
                                                                                       
Primary earnings per share                                     $ 4.97            $ 3.56
                                                               ======            ======
                                                                                       
                                                                                       
FULLY DILUTED                                                                          
- -------------                                                                          
Net earnings applicable to common                                                      
    shares and common share equivalents                        $330.9            $232.0
                                                                                       
Dividends assuming conversion of other                                                 
    dilutive securities:   (A)                                                         
       Dilutive preference dividends                              0.5               0.5
                                                               ------            ------
Net earnings applicable to fully diluted shares                $331.4            $232.5
                                                               ======            ======
                                                                                       
Average common shares outstanding                                65.2              64.5
                                                                                       
Common shares assuming conversion of                                                   
     other dilutive securities:   (A)                                                  
        Dilutive preference shares                                0.6               0.7
                                                                                       
        Stock options and performance share rights,                                    
            based on the treasury stock method using                                   
            closing market price if higher than                                        
            average market price                                  1.4               0.8
                                                               ------            ------
                                                                                       
Average fully diluted shares                                     67.2              66.0
                                                               ======            ======
                                                                                       
Fully diluted earnings per share                               $ 4.94            $ 3.52
                                                               ======            ======
</TABLE>

(A)  Assuming the conversion of the Serial Preference Stock II - Series 1 and 
     Series 3.

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                              81
<SECURITIES>                                         0
<RECEIVABLES>                                    1,428
<ALLOWANCES>                                         0
<INVENTORY>                                        535
<CURRENT-ASSETS>                                 2,356
<PP&E>                                           5,805
<DEPRECIATION>                                   3,284
<TOTAL-ASSETS>                                   5,813
<CURRENT-LIABILITIES>                            1,974
<BONDS>                                            568
<COMMON>                                            41
                                0
                                          0
<OTHER-SE>                                       2,092
<TOTAL-LIABILITY-AND-EQUITY>                     5,813
<SALES>                                          7,709
<TOTAL-REVENUES>                                 7,709
<CGS>                                            6,199
<TOTAL-COSTS>                                    6,199
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  76
<INCOME-PRETAX>                                    530
<INCOME-TAX>                                       199
<INCOME-CONTINUING>                                331
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       331
<EPS-PRIMARY>                                     4.97
<EPS-DILUTED>                                     4.94
        

</TABLE>

<PAGE>   1
                                                                      Exhibit 99

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

                       (In millions except ratio data)




<TABLE>
<CAPTION>
                                                    
                                                   Nine Months                         Years Ended December 31 
                                                      ended             ---------------------------------------------------
                                                September 30, 1995       1994       1993       1992      1991         1990
                                                ------------------      ------     ------     ------    -------      ------
<S>                                                   <C>               <C>        <C>        <C>       <C>          <C>
Earnings(loss) before income taxes                    $530.3            $534.5     $359.1     $347.6    $(129.4)(A)  $343.1

Unconsolidated affiliates                                1.8              (0.6)       0.7       (0.9)      (1.0)      (13.2)

Minority earnings                                        7.5               5.2        5.7        2.6       (7.8)       (0.5)

Fixed charges excluding capitalized interest           120.1             160.9      194.0      227.1      254.3       252.0
                                                      ------            ------     ------     ------    -------      ------
Earnings                                              $659.7            $700.0     $559.5     $576.4     $116.1      $581.4
                                                      ------            ------     ------     ------    -------      ------

Fixed Charges:
Interest expense                                       $76.2            $104.8     $137.8     $162.9     $189.6      $186.9

Capitalized interest                                     3.8               6.6        7.9       12.7       10.1         7.6

Portion of rents representative of 
  interest factor                                       43.1              54.7       54.0       64.0       64.4        64.6

Interest expense of unconsolidated 
  affiliates                                             0.8               1.4        2.2        0.2        0.3         0.5
                                                      ------            ------     ------     ------    -------      ------

Total fixed charges                                   $123.9            $167.5     $201.9     $239.8     $264.4      $259.6
                                                      ------            ------     ------     ------    -------      ------

Ratio of earnings to fixed charges                       5.3x              4.2x       2.8x       2.4x       0.4x(A)     2.2x
                                                      ------            ------     ------     ------    -------      ------
</TABLE>

(A)     The 1991 loss before income taxes of $129.4 million includes a charge of
        $343 million to cover costs associated with divestment and 
        restructuring activities.  Excluding this charge, the ratio of earnings
        to fixed charges would have been 1.7x.


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