-----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, Ud/C5KsGl+nR1rD9cLrIVc4KnWWlGUBR/CrzRIiH3FFTOrnFi4nsGCwiHvkuIXY9 cLgwWZeIIG1SWEQ6Lf3H6A== 0000950152-99-005658.txt : 19990630 0000950152-99-005658.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950152-99-005658 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-02384 FILM NUMBER: 99654699 BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 11-K 1 TRW INC. 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended: December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ---------- ---------- Commission file number 1-2384 ------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BDM 401(k) Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive officer: TRW Inc. 1900 Richmond Road Cleveland, Ohio 44124 2 BDM 401(K) SAVINGS PLAN -------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1998 AND REPORT THEREON -------- 3 BDM 401(K) SAVINGS PLAN ------- INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
Page(s) ------- Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits, with Fund Information, as of December 31, 1998 and 1997 2 Statement of Changes in Net Assets Available for Benefits, with Fund Information, for the year ended December 31, 1998 3-4 Notes to Financial Statements 5-11 Supplemental Schedules: Item 27 (a) - Schedule of Assets Held for Investment Purposes as of December 31, 1998 12 Item 27 (d) - Schedule of Reportable Transactions for the year ended December 31, 1998 13-15
4 REPORT OF INDEPENDENT ACCOUNTANTS To The Participants and Administrator of the BDM 401(k) Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the BDM 401 (k) Savings Plan (the Plan) at December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1998 and reportable transactions for the year ended December 31, 1998, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. As further discussed in Note 1 to the financial statements, effective December 31, 1998, the Committee on Employee Benefits of TRW, Inc. voted to merge the Plan into the TRW Employee Stock Ownership and Savings Plan. McLean, Virginia June 25, 1999 5 BDM 401(K) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1998 AND 1997 ----------
1998 1997 ---- ----------- ASSETS Investments at Fair Value: Vanguard Treasury Money Market Fund $ -- $11,580,697* Vanguard Short-Term Corporate Fund -- 5,388,917* Invesco Total Return Fund -- 19,750,378* N&B Guardian Fund -- 29,082,867* Columbia Special Fund -- 13,173,473* Templeton Foreign Fund -- 3,229,327 BDM Stock Fund -- 12,532,283* TRW Stock Fund -- -- Yield Enhanced Short-term Investment Fund -- -- Daily Bond Market Fund -- -- Matrix Equity Fund -- -- Small Capitalization Matrix Fund -- -- Life Solutions Balanced Fund -- -- Life Solutions Growth Fund -- -- Life Solutions Income & Growth Fund -- -- S&P 500 Fund -- -- Loans to Participants -- 2,302,596 ---- ----------- Total investments -- 97,040,538 Employer Contributions Receivable -- 57,963 Employee Contributions Receivable -- 487,369 ---- ----------- Total Assets -- 97,585,870 LIABILITIES Administrative Expenses Payable -- 44,358 ---- ----------- Net Assets Available for Benefits $ -- $97,541,512 ==== ===========
* Investment represents 5% or more of net assets. The accompanying notes are an integral part of these financial statements. 2 6 BDM 401(K) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
Participant directed ----------------------------------------------------------------------------------------------------------------- Vanguard Treasury Vanguard Invesco Money Short-Term Total N&B Columbia Templeton BDM TRW Loans Market Corporate Return Guardian Special Foreign Stock Stock to Fund Fund Fund Fund Fund Fund Fund Fund Participants ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ------------ Additions: Employee contributions $ -- $ -- $ -- $ -- $ -- $ 978,490 $ -- $ 149,336 $ -- Employer contributions -- -- -- -- -- 258,693 -- 2,988,423 -- Net appreciation (depreciation) in fair value of investments 7 910 -- -- -- (607,107) (5,625) 266,162 -- Investment income -- -- -- -- -- 385,610 -- -- 220,612 ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ----------- Total additions 7 910 -- -- -- 1,015,686 (5,625) 3,403,921 220,612 ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ----------- Deductions: Participant withdrawals or net loan borrowings (repayments) -- -- -- -- -- 453,355 -- 155,102 451,299 ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ----------- Total deductions -- -- -- -- -- 453,355 -- 155,102 451,299 ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ----------- Net assets transferred between funds (11,580,704) (5,389,827) (19,750,378) (29,082,867) (13,173,473) (303,258) (12,526,658) 485,154 -- Net assets transferred to the TRW Plan -- -- -- -- -- (3,532,875) -- (3,733,973) (2,071,909) ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ----------- Net increase (decrease) (11,580,697) (5,388,917) (19,750,378) (29,082,867) (13,173,473) (3,273,802) (12,532,283) -- (2,302,596) Net assets available for benefits, beginning of year 11,580,697 5,388,917 19,750,378 29,082,867 13,173,473 3,273,802 12,532,283 -- 2,302,596 ------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ----------- Net assets available for benefits, end of year $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- ============ =========== ============ ============ ============ =========== ============ =========== ===========
(Continued on next page) The accompanying notes are an integral part of these financial statements. 3 7 BDM 401(K) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
Participant directed ----------------------------------------------------------------------------------------------------------------- Yield Enhanced Daily Small Life Life Life Short-term Bond Matrix Capitalization Solutions Solutions Solutions S&P Investment Market Equity Matrix Balanced Growth Income & 500 Fund Fund Fund Fund Fund Fund Growth Fund Fund Total ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------- Additions: Employee contributions $ 1,552,525 $ 783,236 $ 4,367,553 $ 2,800,620 $ 2,014,067 $ 602,450 $ 286,309 $ 1,911,942 $ 15,446,528 Employer contributions 1,740,745 176,263 824,304 576,248 407,010 102,002 43,479 361,178 7,478,345 Net appreciation (depreciation) in fair value of investments 977,908 453,997 6,403,546 (980,304) 2,330,521 186,510 65,095 1,389,404 10,481,024 Investment income -- -- 7 46 -- 5 -- -- 606,280 ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------- Total additions 4,271,178 1,413,496 11,595,410 2,396,610 4,751,598 890,967 394,883 3,662,524 34,012,177 ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------- Deductions: Participant withdrawals or net loan borrowings (repayments) 3,471,622 717,656 5,161,407 1,659,748 2,054,328 181,159 76,250 593,464 14,975,390 ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------- Total deductions 3,471,622 717,656 5,161,407 1,659,748 2,054,328 181,159 76,250 593,464 14,975,390 ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------- Net assets transferred between funds 16,991,432 6,283,321 29,071,083 12,505,757 16,926,851 1,299,027 711,364 7,533,176 -- Net assets transferred to TRW Plan (17,862,214) (7,007,872) (35,657,694) (13,349,170) (19,720,149) (2,008,958) (1,029,947) (10,603,538) (116,578,299) ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------ Net increase (decrease) (71,226) (28,711) (152,608) (106,551) (96,028) (123) 50 (1,302) (97,541,512) Net assets available for benefits beginning of year 71,226 28,711 152,608 106,551 96,028 123 (50) 1,302 97,541,512 ------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ ------------- Net assets available for benefits, end of year $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- ============ =========== ============ ============ ============ =========== =========== ============ =============
The accompanying notes are an integral part of these financial statements. 4 8 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- 1. PLAN DESCRIPTION The following brief description of the BDM 401(k) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete information. On December 29, 1997, BDM International, Inc. (the Company or the Employer) was acquired by TRW Inc. Effective December 31, 1998, the Plan was merged into The TRW Employee Stock Ownership and Savings Plan (the TRW Plan), resulting in no remaining assets available for benefits as of December 31, 1998. The actual transfer of these funds to the TRW Plan funds occurred in January 1999. GENERAL ------- The Plan, established on August 26, 1985, is a defined contribution plan funded by employee and employer contributions and related earnings. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). ELIGIBILITY AND VESTING ----------------------- Substantially all full-time regular employees of all domestic subsidiaries of the Company were eligible to participate in the Plan upon the attainment of their twenty-first birthday. Prior to certain Plan amendments effective January 1, 1998, described below, the Employer contributed twenty-five percent of every dollar contributed by the employee, up to the first 4 percent of the employee's contribution. Employer contributions vested 100% after the employees completed 3 years of service with the Employer. ELIGIBILITY AND VESTING, CONTINUED ---------------------------------- Upon termination of service, participants were entitled to receive the vested balance of their account. Account balances were distributed to participants in lump sum cash payments. Forfeitures of nonvested employer contributions were used by the Employer to offset future contributions. Effective January 1, 1998, the Plan made several changes. Beginning January 1, 1998, all eligible regular full-time and regular part-time employees received an Continued 5 9 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- Employer contribution equal to four percent of eligible compensation ("BDM Basic 4"). This contribution was paid quarterly into the participants' accounts in the Plan and was invested according to participants' investment elections. The BDM Basic 4 vested after five years of service and was not available for participant loans. In addition, the Employer's matching contribution was increased to a 100% match for the first 1% of eligible compensation contributed by the participants into the Plan. After that, the Employer matched 25% of the next 4% of compensation contributed by the participants into the Plan. The employer matching contributions were made into the TRW Stock Fund, which consists of TRW common stock and cash or other short term investments. Other eligibility, termination, forfeiture, and vesting provisions did not change. LOANS ----- Participants could borrow up to $50,000 from the vested pre-tax portion of their account provided that the principal of the loan was not less than $500 and did not exceed one-half of the balance of their contribution account. Loans to participants issued through August 1, 1995, bore interest at a rate equal to the prime rate of the Wachovia Bank of North Carolina at the inception of the loan. Loans issued after that date bore interest at the prime rate of The Bank of New York at the inception of the loan. All loans are payable in full not more than five years from the loan date for a personal loan and 20 years from the loan date for a mortgage loan. Loan repayments are made in the form of amortizing principal payments which are withheld from the participants' semi-monthly payroll. Loans to participants were considered assets of the Plan and were valued at cost which approximated fair value, since interest rates on outstanding loans were not materially different from current market rates. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING ------------------- The financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. Continued 6 10 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- INVESTMENTS ----------- Through December 31, 1997, the assets of the Plan were deposited with the Bank of New York (the Trustee) where they were accumulated and invested on behalf of the Plan at the discretion of the employee. Effective January 1, 1998, the Plan assets were transferred to a new trustee, State Street Global Advisors, with new investment options for participants. As a result, the net assets available for benefits related to the State Street Global Advisors fund options as of December 31, 1997 are reflected as employer and employee contributions receivable. The investment options with the Bank of New York were no longer available for contributions as of December 31, 1997. As a result there were no employer or employee contributions receivable in those investment options as of December 31, 1997. Investments are carried at fair value. Fair values for debt and equity securities are based on quoted market prices. In the absence of published values, fair values are determined by the Trustee. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Securities transactions are accounted for on a trade-date basis. Any gain or loss on the sale of securities is based on the average cost of investments. The following summarizes the investment options offered by the Plan: Vanguard Treasury Money Market Fund. This fund invests only in U.S. government obligations, primarily Treasury bills, and other short-term securities backed by the U.S. government. Amounts in this fund and all future contributions designated for this fund were directed to the Yield Enhanced Short-term Investment Fund. Vanguard Short-Term Corporate Fund. This bond fund invests in short-term maturity (three-year average) investment grade bonds. Amounts in this fund and all future contributions designated for this fund were directed to the Daily Bond Market Fund. Invesco Total Return Fund. This fund invests in a combination of stocks and fixed income securities, generally with a 60% to 40% split, respectively. Continued 7 11 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- Amounts in this fund and all future contributions designated for this fund were directed to the Life Solutions Balanced Fund. Neuberger and Berman Guardian Trust Fund. This growth and income fund invests primarily in the common stock of well established, dividend paying companies. Amounts in this fund and all future contributions designated for this fund were directed to the Matrix Equity Fund. Columbia Special Fund. This fund invests primarily in small companies whose growth may be more aggressive than the market as a whole. In some cases, the fund may invest in special situations, such as new issues or companies that may benefit from a particular product development or merger. Amounts in this fund and all future contributions designated for this fund were directed to the Small Capitalization Matrix Fund. Templeton Foreign Fund. This fund invests almost entirely in debt and equity securities of international companies and governments. Almost half of its holdings are in Europe; other regions include Australia and the Pacific Rim. BDM Stock Fund. This fund consists of common stock of the Employer as well as highly liquid short-term investments funds used to effect transactions. The fair value is determined on a unit basis, based on the fair value of the stock, measured by quoted market prices, and other assets held. The BDM stock in this fund was liquidated upon the acquisition of BDM International, Inc. by TRW Inc. (see Note 1), and all amounts were transferred to the Yield Enhanced Short-term Investment Fund until alternative investment options are directed by the participants. TRW Stock Fund. This fund consists of TRW common stock and other appropriate short term investments. The fair value is determined on a unit basis, based on the fair value of the stock, as measured by the quoted market price, determined by the New York Stock Exchange. Yield Enhanced Short-term Investment (YES) Fund. This fund invests in high-quality money market securities and other short-term debt instruments in an Continued 8 12 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- effort to maximize current income. Funds previously held in the Vanguard Treasury Money Market Fund were directed into this fund on January 1, 1998. Daily Bond Market Fund. This bond fund invests in government, corporate, mortgage-backed, and asset-backed securities. Funds previously held in the Vanguard Short-Term Corporate Fund were directed into this fund on January 1, 1998. Matrix Equity Fund. This fund invests primarily in selected stocks believed to have both growth and value potential. Funds previously held in the Neuberger and Berman Guardian Trust Fund were directed into this fund on January 1, 1998. Small Capitalization Matrix Fund. This fund invests primarily in small companies whose growth may be more aggressive than the market as a whole. Funds previously held in the Columbia Special Fund were directed into this fund on January 1, 1998. Life Solutions Balanced Fund. This fund invests in a pre-mixed portfolio of stocks and bonds. Generally, the fund will invest approximately 40% in U.S. bonds, 50% in U.S. stocks, and 10% in international stocks. Funds previously held in the Invesco Total Return Fund were directed into this fund on January 1, 1998. Life Solutions Growth Fund. This fund invests primarily in a pre-mixed portfolio of stocks and bonds. Generally, the fund will invest approximately 20% in U.S. bonds, 65% in U.S. stocks, and 15% in international stocks. Life Solutions Income & Growth Fund. This fund invests primarily in a pre-mixed portfolio of stocks and bonds. Generally, the fund will invest approximately 60% in U.S. bonds, 35% in U.S. stocks, and 5% in international stocks. S&P 500 Fund. This fund invests primarily in companies included in the Standards and Poor's 500 index and seeks to outperform the S&P 500 index as a whole. Continued 9 13 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- PARTICIPANT WITHDRAWALS ----------------------- Employees who have reached the age of retirement or who have terminated employment with the Employer could elect to withdraw the entire amount of their vested participant account. Withdrawals by participants are recorded upon distribution. FEDERAL INCOME TAX ------------------ The Internal Revenue Service determined and informed the Company by a letter dated July 3, 1996, that the Plan, including all amendments, was designed in accordance with applicable sections of the Internal Revenue Code. Management believes that amendments adopted since receipt of the determination letter did not effect the tax status of the Plan. Accordingly, the Plan is exempt from income taxes. PLAN EXPENSES ------------- Administrative expenses were paid by the Plan and allocated to participants' accounts based on their respective account balance. The Employer provided certain administrative support to the Plan at no cost. CONCENTRATION OF CREDIT RISK ---------------------------- The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits. The Plan had no formal policy requiring collateral to mitigate the financial instruments. Continued 10 14 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- ESTIMATES --------- The preparation of financial statements requires management and the Trustee to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets. Such estimates include those regarding fair value. Actual results could differ from these estimates. 3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1998: Benefits paid to participants per the financial statements $14,975,390 Add: amounts allocated to withdrawing participants, end of the year -- Less: amounts allocated to withdrawing participants, beginning of the year (87,890) ----------- Benefits paid to participants per the Form 5500 $14,887,500 =========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Continued 11 15 BDM 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- BDM 401(k) SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1998 ---------- Identity of Issuer, Borrower, Description of Lessor or Similar Party Investment Fair Value - ----------------------------- -------------- ---------- There were no assets held by the Plan as of December 31, 1998 as that was the effective date on which the Plan assets were merged into the TRW Plan. See Report of Independent Accountants. 12 16 BDM 401(k) SAVINGS PLAN Item 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1998 Plan assets at January 1, 1998 - $97,541,512 5% -- $4,877,076
Number of Net Transactions Purchase Selling Historical Net Realized Identity of Party Involved Purchases Sales Price Price Cost Gain (Loss) - -------------------------- --------- ----- ----- ----- ---- ----------- I. Single transactions in excess of 5%: Yield Enhanced Short-term Investment Fund 1 -- $100.00 -- $24,057,371 $-- Matrix Equity Fund 1 -- $ 14.67 -- $29,082,867 $-- Small Capitalization Matrix Fund 1 -- $ 10.24 -- $11,936,250 $-- Life Solutions Balanced Fund 1 -- $ 14.56 -- $19,745,355 $-- II. Series of transactions with respect to any plan asset other than securities in excess of 5%: None.
See Report of Independent Accountants. 13 17 BDM 401(k) SAVINGS PLAN Item 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1998 Plan assets at January 1, 1998 - $97,541,512 5% -- $4,877,076
Number of Net Transactions Purchase Selling Historical Net Realized Identity of Party Involved Purchases Sales Price Price Cost Gain (Loss) - -------------------------- --------- ----- ----- ----- ---- ----------- III. Series of transactions with respect to securities of the same issue in excess of 5%: Yield Enhanced Short-term 117 -- 35,711,726 -- -- -- Investment Fund -- 147 -- 17,849,711 17,849,711 -- Daily Bond Market Fund 115 -- 8,998,755 -- -- -- -- 121 -- 2,464,545 2,362,913 101,632 Matrix Equity Fund 116 -- 39,992,735 -- -- -- -- 133 -- 10,909,477 10,047,007 862,470 Small Capitalization 107 -- 18,148,236 -- -- -- Matrix Fund -- 138 -- 3,913,453 4,028,640 (115,187) Life Solutions Balanced 80 -- 22,360,119 -- -- -- Fund -- 161 -- 4,969,950 4,713,610 256,340 S&P 500 Fund 189 -- 11,214,136 -- -- -- -- 52 -- 2,006,471 1,963,083 43,388
See Report of Independent Accountants. 14 18 BDM 401(k) SAVINGS PLAN Item 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1998 Plan assets at January 1, 1998 - $97,541,512 5% - - $4,877,076 IV. Any transaction with respect to securities with a party if any prior or subsequent transaction with such party exceeded 5%: None.
See Report of Independent Accountants. 15 19 SIGNATURES The Plan. Pursuant to requirements of the Securities Exchange Act of 1934, the Committee on Employee Benefits of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BDM 401(k) Savings Plan Date: June 29, 1999 By: /s/ Kathleen A. Weigand --------------------------------- Kathleen A. Weigand Attorney-in-fact 20 EXHIBIT INDEX EXHIBIT EXHIBIT NUMBER DESCRIPTION - ------ ----------- 23 Consent of Ernst & Young LLP 24 Power of Attorney EX-23 2 EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-48445) of TRW, Inc. of our report dated June 25, 1999 relating to the financial statements of BDM 401(k) Savings Plan which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP McLean, VA June 28, 1999 EX-24 3 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY THE UNDERSIGNED members of the Committee on Employee Benefits of the BDM 401(k) Savings Plan (the "Plan") hereby appoint D. B. Goldston, W. B. Lawrence, D. F. Menz, K. C. Syrvalin, K. A. Weigand and J. L. Manning, Jr., and each of them, as attorneys for the Plan and for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the Plan and the undersigned, to prepare or cause to be prepared, to execute and file with the Securities and Exchange Commission, Washington, D. C. (the "Commission") (i) an annual report on Form 11-K for the fiscal year ended December 31, 1998, or information in lieu thereof, and any transition reports under the Securities Exchange Act of 1934 (the "Exchange Act"); (ii) a registration statement or statements on Form S-8 or any other appropriate form or forms pursuant to the Securities Act of 1933, as amended (the "Act"), for the purpose of registering participations in the Plan, and, if appropriate, shares of Common Stock of TRW Inc. to be acquired, issued, contributed or sold in connection with the Plan; and (iii) any and all amendments, including post-effective amendments, and exhibits to such annual report and registration statements, and any and all applications or other documents to be filed with the Commission or elsewhere pertaining to the securities to which such registration statement(s) relate(s), with full power and authority to take or cause to be taken all other actions deemed necessary or appropriate to effect the filing of the annual report, or information in lieu thereof, under the Exchange Act or the registration under the Act of the participations in and, if appropriate, the shares of Common Stock of TRW Inc. offered or to be offered pursuant to the Plan. EXECUTED on the dates set forth below. /s/ Donna Kasle ------------------------------- Donna Kasle Committee on Employee Benefits June 29, 1999 /s/ Ann E. Killian ------------------------------- Ann E. Killian Committee on Employee Benefits June 29, 1999 /s/ Kathy Lazar ------------------------------- Kathy P. Lazar Committee on Employee Benefits June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----