TRW » Topics » PART IV

These excerpts taken from the TRW 10-K filed Feb 20, 2009.
PART II
 
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common stock is listed on the New York Stock Exchange under the symbol “TRW”. As of February 12, 2009, we had 101,172,769 shares of common stock, $.01 par value, outstanding (101,177,437 shares issued less 4,668 shares held as treasury stock) and 133 holders of record of such common stock. The transfer agent and registrar for our common stock is National City Bank.
 
The tables below show the high and low sales prices for our common stock as reported by the New York Stock Exchange for each of our fiscal quarters in 2008 and 2007.
 
                 
    Price Range of Common Stock  
Year Ended December 31, 2008
  High     Low  
 
4th Quarter
  $ 16.79     $ 2.06  
3rd Quarter
  $ 21.85     $ 15.44  
2nd Quarter
  $ 29.56     $ 18.45  
1st Quarter
  $ 25.48     $ 18.35  
 
                 
    Price Range of Common Stock  
Year Ended December 31, 2007
  High     Low  
 
4th Quarter
  $ 33.52     $ 20.66  
3rd Quarter
  $ 38.95     $ 26.67  
2nd Quarter
  $ 42.30     $ 34.68  
1st Quarter
  $ 35.97     $ 25.64  
 
PART II


 















ITEM 5.  

MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES



 



Our common stock is listed on the New York Stock Exchange under
the symbol “TRW”. As of February 12, 2009, we had
101,172,769 shares of common stock, $.01 par value,
outstanding (101,177,437 shares issued less
4,668 shares held as treasury stock) and 133 holders
of record of such common stock. The transfer agent and registrar
for our common stock is National City Bank.


 



The tables below show the high and low sales prices for our
common stock as reported by the New York Stock Exchange for each
of our fiscal quarters in 2008 and 2007.


 














































































                 

 

 

Price Range of Common Stock

 


Year Ended December 31, 2008


 

High

 

 

Low

 
 


4th Quarter



 

$

16.79

 

 

$

2.06

 


3rd

Quarter


 

$

21.85

 

 

$

15.44

 


2nd

Quarter


 

$

29.56

 

 

$

18.45

 


1st

Quarter


 

$

25.48

 

 

$

18.35

 






 














































































                 

 

 

Price Range of Common Stock

 


Year Ended December 31, 2007


 

High

 

 

Low

 
 


4th Quarter



 

$

33.52

 

 

$

20.66

 


3rd

Quarter


 

$

38.95

 

 

$

26.67

 


2nd

Quarter


 

$

42.30

 

 

$

34.68

 


1st

Quarter


 

$

35.97

 

 

$

25.64

 






 




PART III
 
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information required by Item 10 regarding executive officers and directors is incorporated by reference from the information under the captions “Executive Officers” and “The Board of Directors” in TRW’s definitive Proxy Statement for the 2009 Annual Meeting of the Stockholders (the “Proxy Statement”), which will be filed


98


Table of Contents

within 120 days after December 31, 2008. The information required by Item 10 regarding the audit committee, audit committee financial expert disclosure and our code of ethics is incorporated by reference from the information under the caption “Committees of the Board of Directors” in the Proxy Statement. Disclosure of delinquent Section 16 filers, if any, pursuant to Item 405 of Regulation S-K will be contained in the Proxy Statement.
 
ITEM 11.   EXECUTIVE COMPENSATION
 
The information required by Item 11 is incorporated by reference from the information under the following captions in the Proxy Statement: “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Compensation of Executive Officers.”
 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The information required by Item 12 relating to security ownership is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
 
The information required by Item 12 relating to securities authorized for issuance under equity compensation plans is set forth in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in this Report on Form 10-K.
 
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by Item 13 regarding transactions with related persons is incorporated by reference from the information under the captions “Transactions with Related Persons” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.
 
The information required by Item 13 regarding director independence is incorporated by reference from the information under the caption “The Board of Directors” in the Proxy Statement.
 
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES
 
The information required by Item 14 is incorporated by reference from the information under the caption “Independent Registered Public Accounting Firm Fees” in the Proxy Statement.


99


 

 
PART IV
 
ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
a)   1. Financial Statements
 
         
    Page No.
 
    48  
    49  
    50  
    51  
    52  
    96  
 
2.  Financial Statement Schedule —
 
PART III


 















ITEM 10.  

DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



 



The information required by Item 10 regarding executive
officers and directors is incorporated by reference from the
information under the captions “Executive Officers”
and “The Board of Directors” in TRW’s definitive
Proxy Statement for the 2009 Annual Meeting of the Stockholders
(the “Proxy Statement”), which will be filed





98





Table of Contents






within 120 days after December 31, 2008. The
information required by Item 10 regarding the audit
committee, audit committee financial expert disclosure and our
code of ethics is incorporated by reference from the information
under the caption “Committees of the Board of
Directors” in the Proxy Statement. Disclosure of delinquent
Section 16 filers, if any, pursuant to Item 405 of
Regulation S-K
will be contained in the Proxy Statement.


 















ITEM 11.  

EXECUTIVE
COMPENSATION



 



The information required by Item 11 is incorporated by
reference from the information under the following captions in
the Proxy Statement: “Compensation Committee Interlocks and
Insider Participation,” “Compensation Committee
Report,” “Compensation Discussion and Analysis,”
and “Compensation of Executive Officers.”


 















ITEM 12.  

SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS



 



The information required by Item 12 relating to security
ownership is incorporated by reference from the information
under the caption “Security Ownership of Certain Beneficial
Owners and Management” in the Proxy Statement.


 



The information required by Item 12 relating to securities
authorized for issuance under equity compensation plans is set
forth in “Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities” in this Report on
Form 10-K.


 















ITEM 13.  

CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE



 



The information required by Item 13 regarding transactions
with related persons is incorporated by reference from the
information under the captions “Transactions with Related
Persons” and “Compensation Committee Interlocks and
Insider Participation” in the Proxy Statement.


 



The information required by Item 13 regarding director
independence is incorporated by reference from the information
under the caption “The Board of Directors” in the
Proxy Statement.


 















ITEM 14.  

PRINCIPAL
ACCOUNTING FEES AND SERVICES



 



The information required by Item 14 is incorporated by
reference from the information under the caption
“Independent Registered Public Accounting Firm Fees”
in the Proxy Statement.





99





 



These excerpts taken from the TRW 10-K filed Feb 21, 2008.
PART IV
 
ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
a) 1. Financial Statements
 
         
    Page No.
 
Consolidated Statements of Earnings for the years ended December 31, 2007, 2006 and 2005
    45  
Consolidated Balance Sheets as of December 31, 2007 and 2006
    46  
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
    47  
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2007, 2006 and 2005
    48  
Notes to Consolidated Financial Statements
    49  
Reports of Ernst & Young LLP, independent registered public accounting firm
    92  
 
2. Financial Statement Schedule —
 
PART IV


 















ITEM 15.  

EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES



 



a) 1. Financial Statements


 






























































         

 

 

Page No.
 


Consolidated Statements of Earnings for the years ended
December 31, 2007, 2006 and 2005


 
 

45
 


Consolidated Balance Sheets as of December 31, 2007 and 2006


 
 

46
 


Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2006 and 2005


 
 

47
 


Consolidated Statements of Changes in Stockholders’ Equity
for the years ended December 31, 2007, 2006 and 2005


 
 

48
 


Notes to Consolidated Financial Statements


 
 

49
 


Reports of Ernst & Young LLP, independent registered
public accounting firm


 
 

92
 






 



2. Financial Statement Schedule —


 




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