-----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, EGN77w7zGeqIl2Hxgl89ECgjlUcWTiVhKHDqCZRI1N9B+Tvaox9A0Cn73HC0B3F9 feiG0k4v3mC0Ch3+PCRfxA== 0000950152-98-005696.txt : 19980630 0000950152-98-005696.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950152-98-005696 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NONE 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: 98657031 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. (BDM 401(K) SAVINGS PLAN) FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 1997 ( ) 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 BDM 401(k) SAVINGS PLAN (Full title of the Plan) TRW INC. (Name of issuer of the securities held pursuant to the Plan) 1900 Richmond Road Cleveland, Ohio 44124 (address of principal executive office) 2 BDM 401(k) SAVINGS PLAN ------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1997 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, 1997 and 1996 2 - 4 Statement of Changes in Net Assets Available for Benefits, with Fund Information, for the year ended December 31, 1997 5 - 6 Notes to Financial Statements 7 - 12 Supplemental Schedules: Item 27 (a) - Schedule of Assets Held for Investment Purposes as of December 31, 1997 13 Item 27 (d) - Schedule of Reportable Transactions for the year ended December 31, 1997 14-15
4 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To The Committee on Employee Benefits BDM International, Inc. We have audited the accompanying statements of net assets available for benefits of the BDM 401(k) Savings Plan (the Plan) as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed 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 and reportable transactions 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. These supplemental schedules are the responsibility of the Plan's management. 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 plan benefits and changes in net assets available for plan benefits of each fund. 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 whole. The schedule of assets held for investment purposes that accompanies the Plan's financial statements does not disclose the historical cost of certain plan assets held by the Plan trustee. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. McLean, Virginia COOPERS & LYBRAND L.L.P. June 29, 1998 1 5 BDM 401(k) SAVINGS PLAN Statement of Net Assets Available for Benefits, with Fund Information as of December 31, 1997
Participant Directed --------------------------------------------------------------- Vanguard Vanguard Invesco Treasury Short Term Total N&B Columbia Money Market Corporate Return Guardian Special Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- Assets: Investments at fair value: Funds $11,580,697 $5,388,917 $19,750,378 $29,082,867 $13,173,473 Loans to participants - - - - - ----------- ----------- ----------- ----------- ----------- 11,580,697 5,388,917 19,750,378 29,082,867 13,173,473 Employer contributions receivable - - - - - Employee contributions receivable - - - - - ----------- ----------- ----------- ----------- ----------- 11,580,697 5,388,917 19,750,378 29,082,867 13,173,473 Liabilities: Administrative expenses payable - - - - - ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $11,580,697 $5,388,917 $19,750,378 $29,082,867 $13,173,473 =========== =========== =========== =========== =========== Participant Directed -------------------------- Templeton BDM Loans Foreign Stock to Fund Fund Participants ----------- ----------- ----------- Assets: Investments at fair value: Funds $3,229,327 $12,532,283 $ - Loans to participants - - 2,302,596 ---------- ----------- ---------- 3,229,327 12,532,283 2,302,596 Employer contributions receivable 4,509 - - Employee contributions receivable 41,562 - - ---------- ----------- ---------- 3,275,398 12,532,283 2,302,596 Liabilities: Administrative expenses payable 1,596 - - ---------- ----------- ---------- Net assets available for benefits $3,273,802 $12,532,283 $2,302,596 ========== =========== ==========
(Continued on next page) The accompanying notes are an integral part of these financial statements. 2 6 BDM 401(k) SAVINGS PLAN Statement of Net Assets Available for Benefits, with Fund Information, Continued as of December 31, 1997
Participant Directed ----------------------------------------------------------------- Yield Enhanced Daily Small Life Solutions Short-term Bond Matrix Capitalization Balanced Investment Market Equity Matrix Growth Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- Assets: Investments at fair value: Funds $ - $ - $ - $ - $ - Loans to participants - - - - - ----------- ----------- ----------- ----------- ----------- - - - - - Employer contributions receivable 9,087 3,422 17,282 12,037 11,390 Employee contributions receivable 71,531 27,888 149,479 100,901 93,683 ----------- ----------- ----------- ----------- ----------- 80,618 31,310 166,761 112,938 105,073 Liabilities: Administrative expenses payable 9,392 2,599 14,153 6,387 9,045 ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $71,226 $28,711 $152,608 $106,551 $96,028 =========== =========== =========== =========== =========== Participant Directed ---------------------------------------- Life Solutions Life Solutions Income & S&P Growth Growth 500 Fund Fund Fund Total ----------- -------------- ----------- ----------- Assets: Investments at fair value: Funds $ - $ - $ - $94,737,942 Loans to participants - - - 2,302,596 ----------- ----------- ----------- ----------- - - - 97,040,538 Employer contributions receivable 45 10 181 57,963 Employee contributions receivable 396 82 1,847 487,369 ----------- ----------- ----------- ----------- 441 92 2,028 97,585,870 Liabilities: Administrative expenses payable 318 142 726 44,358 ----------- ----------- ----------- ----------- Net assets available for benefits $123 ($50) $1,302 $97,541,512 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 3 7 BDM 401(k) SAVINGS PLAN Statement of Net Assets Available for Benefits, with Fund Information as of December 31, 1996
Participant Directed --------------------------------------------------------------------------------- Vanguard Vanguard Invesco Treasury Short Term Total N&B Columbia Money Market Corporate Return Guardian Special Fund Fund Fund Fund Fund -------------- ------------- -------------- --------------- --------------- Assets: Investments at fair value: Funds $10,188,335 $4,485,187 $14,885,526 $22,560,291 $10,817,170 Loans to participants - - - - - -------------- ------------- -------------- --------------- --------------- 10,188,335 4,485,187 14,885,526 22,560,291 10,817,170 Employer contributions receivable 4,664 2,843 8,608 12,534 10,111 Employee contributions receivable 33,994 20,579 63,878 97,396 79,855 -------------- ------------- -------------- --------------- --------------- 10,226,993 4,508,609 14,958,012 22,670,221 10,907,136 Liabilities: Administrative expenses payable 9,363 4,420 14,808 23,399 10,445 -------------- ------------- -------------- --------------- --------------- Net assets available for benefits $10,219,630 $4,504,189 $14,943,204 $22,646,822 $10,896,691 ============== ============= ============== =============== =============== Participant Directed -------------------------------- Templeton BDM Loans Foreign Stock to Fund Fund Participants Total -------------- -------------- ------------ -------------- Assets: Investments at fair value: Funds $1,780,981 $15,477,573 $ - $80,195,063 Loans to participants - - 2,430,223 2,430,223 -------------- -------------- ------------- -------------- 1,780,981 15,477,573 2,430,223 82,625,286 Employer contributions receivable 2,648 2,524 - 43,932 Employee contributions receivable 21,521 19,525 - 336,748 -------------- -------------- ------------- -------------- 1,805,150 15,499,622 2,430,223 83,005,966 Liabilities: Administrative expenses payable 1,965 14,078 - 78,478 -------------- -------------- ------------- -------------- Net assets available for benefits $1,803,185 $15,485,544 $2,430,223 $82,927,488 ============== ============== ============= ==============
The accompanying notes are an integral part of these financial statements. 4 8 BDM 401 (k) SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information for the year ended December 31, 1997
Participant directed -------------------------------------------------------------------------- Vanguard Vanguard Invesco Treasury Short Term Total N&B Columbia Money Market Corporate Return Guardian Special Fund Fund Fund Fund Fund ------------- ------------- ------------- -------------- -------------- Additions: Employee contributions $1,082,460 $649,540 $2,190,948 $3,453,355 $2,384,682 Employer contributions 117,669 72,591 235,487 342,673 249,127 Net appreciation in fair value of investments - 56,792 3,325,587 4,031,441 1,361,043 Investment income 538,652 271,971 474,377 44,295 - ------------- ------------- ------------- -------------- -------------- Total additions 1,738,781 1,050,894 6,226,399 7,871,764 3,994,852 ------------- ------------- ------------- -------------- -------------- Deductions: Participant withdrawals or net loan (borrowings)repayments 905,742 367,853 1,465,938 2,844,112 1,110,822 Administrative expenses 10,967 4,895 17,640 27,371 11,756 ------------- ------------- ------------- -------------- -------------- Total deductions 916,709 372,748 1,483,578 2,871,483 1,122,578 ------------- ------------- ------------- -------------- -------------- Net assets from GCL plan (see Note 1) 299,650 4,745 50,965 90,170 56,959 Net assets transferred between funds 241,345 201,837 13,388 1,345,594 (652,451) ------------- ------------- ------------- -------------- -------------- Net increase (decrease) 1,363,067 884,728 4,807,174 6,436,045 2,276,782 Net assets available for benefits, beginning of year 10,217,630 4,504,189 14,943,204 22,646,822 10,896,691 ------------- ------------- ------------- -------------- -------------- Net assets available for benefits, end of year $11,580,697 $5,388,917 $19,750,378 $29,082,867 $13,173,473 ============= ============= ============= ============== ============== Participant directed ----------------------------- Templeton BDM Loans Foreign Stock to Fund Fund Participants ------------- -------------- ------------- Additions: Employee contributions $986,310 $690,967 $ - Employer contributions 92,583 69,782 - Net appreciation in fair value of investments 4,105 1,030,340 - Investment income 95,162 46,180 167,595 ------------- -------------- ------------ Total additions 1,178,160 1,837,269 167,595 ------------- -------------- ------------ Deductions: Participant withdrawals or net loan (borrowings)repayments 198,036 3,179,215 295,222 Administrative expenses 4,406 12,232 - ------------- -------------- ------------ Total deductions 202,442 3,191,447 295,222 ------------- -------------- ------------ Net assets from GCL plan (see Note 1) 41,898 3,631 - Net assets transferred between funds 453,001 (1,602,714) - ------------- -------------- ------------ Net increase (decrease) 1,470,617 (2,953,261) (127,627) Net assets available for benefits, beginning of year 1,803,185 15,485,544 2,430,223 ------------- -------------- ------------ Net assets available for benefits, end of year $3,273,802 $12,532,283 $2,302,596 ============= ============== ============
(Continued on next page) The accompanying notes are an integral part of these financial statements. 5 9 BDM 401 (k) SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information, Continued for the year ended December 31, 1997
Participant directed ------------------------------------------------------------------------ Yield Enhanced Daily Small Life Solutions Short-term Bond Matrix Capitalization Balanced Investment Market Equity Matrix Growth Fund Fund Fund Fund Fund ------------- ------------ ------------- -------------- ------------- Additions: Employee contributions $71,531 $27,888 $149,479 $100,901 $93,683 Employer contributions 9,087 3,422 17,282 12,037 11,390 Net appreciation in fair value of investments - - - - - Investment income - - - - - ------------- ------------ ------------- -------------- ------------- Total additions 80,618 31,310 166,761 112,938 105,073 ------------- ------------ ------------- -------------- ------------- Deductions: Participant withdrawals or net loan (borrowings)repayments - - - - - Administrative expenses 9,392 2,599 14,153 6,387 9,045 ------------- ------------ ------------- -------------- ------------- Total deductions 9,392 2,599 14,153 6,387 9,045 ------------- ------------ ------------- -------------- ------------- Net assets from GCL plan (Note 1) - - - - - Net assets transferred between funds - - - - - ------------- ------------ ------------- -------------- ------------- Net increase (decrease) 71,226 28,711 152,608 106,551 96,028 Net assets available for benefits, beginning of year - - - - - ------------- ------------ ------------- -------------- ------------- Net assets available for benefits, end of year $71,226 $28,711 $152,608 $106,551 $96,028 ============= ============ ============= ============== ============= Participant directed ----------------------------------------- Life Solutions Life Solutions Income & S&P Growth Growth 500 Fund Fund Fund Total -------------- --------------------------------------- Additions: Employee contributions $396 $82 $1,847 $11,884,069 Employer contributions 45 10 181 1,233,366 Net appreciation in fair value of investments - - - 9,809,308 Investment income - - - 1,638,232 -------------- --------------------------------------- Total additions 441 92 2,028 24,564,975 -------------- --------------------------------------- Deductions: Participant withdrawals or net loan (borrowings)repayments - - - 10,366,940 Administrative expenses 318 142 726 132,029 -------------- --------------------------------------- Total deductions 318 142 726 10,498,969 -------------- --------------------------------------- Net assets from GCL plan (Note 1) - - - 548,018 Net assets transferred between funds - - - - -------------- --------------------------------------- Net increase (decrease) 123 (50) 1,302 14,614,024 Net assets available for benefits, beginning of year - - - 82,927,488 -------------- --------------------------------------- Net assets available for benefits, end of year $123 ($50) $1,302 $97,541,512 ============== =======================================
The accompanying notes are an integral part of these financial statements. 6 10 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. 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). Prior to 1997, one of the Company's subsidiaries, Geoscience Consultants Limited, Inc. (GCL) maintained a separate 401(k) plan. Effective April 1, 1997, the GCL 401(k) Plan merged with the Plan and all the assets were transferred to the Plan. The transferred assets are reflected as net assets from GCL plan in the accompanying Statement of Changes in Net Assets Available for Benefits, with Fund Information. On December 29, 1997, BDM International, Inc. (the Company or the Employer) was acquired by TRW, Inc. The Company has not determined the ultimate impact of this acquisition on the Plan. An amendment to the Plan document became effective on January 1, 1997, enabling the Company to make discretionary profit sharing contributions and employer matching contributions to the Plan. In addition, the plan year was adjusted to coincide with the calendar year. Eligibility and vesting ----------------------- Substantially all full-time regular employees of all domestic subsidiaries of the Company are eligible to participate in the Plan upon the attainment of their twenty-first birthday. Participation in the Plan is optional. 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 employees completed 3 years of service with the Employer. 7 11 BDM 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- Eligibility and vesting, continued ---------------------------------- Upon termination of service, participants were entitled to receive the vested balance of their account. Account balances are 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, every eligible regular full-time and regular part-time employee will receive an employer contribution equal to four percent of eligible compensation (BDM Basic 4). This contribution will be paid quarterly into the participants' accounts in the Plan and will be invested according to participants' investment elections. The BDM Basic 4 vests after five years of service and is not available for participant loans. In addition, the employer's matching contribution was increased to match 100% of the first 1% of eligible compensation contributed by the participants into the Plan. After that, the employer matches 25% of the next 4% of compensation contributed by participants into the Plan. The employer matching contributions will be 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 have not changed. Loans ----- A participant may borrow from the vested pre-tax portion (after-tax contributions were previously allowed pursuant to the Plan) of their account provided that the principal of the loan is not less than $500 and does not exceed one-half of the balance of their contribution account up to $50,000. Loans to participants issued through August 1, 1995, bear 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 bear 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 are considered assets of the Plan and are valued at cost which approximates fair value, since interest rates on outstanding loans are not materially different from current market rates. 8 12 BDM 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- Plan termination ---------------- BDM International, Inc. expects to continue the Plan indefinitely, but reserves the right to terminate the Plan at any time. Upon termination, all vested amounts credited to each participant's account will be distributed in cash, in nontransferable annuity contracts, or any combination thereof. 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. Investments ----------- Through December 31, 1997, the assets of the Plan were maintained 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. In connection with the Plan amendments effective January 1, 1998, the Plan assets were transferred to a new trustee with new investment options for participants. 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 investment options with the Bank of New York were no longer available for contribution as of December 31, 1997. As a result, there are no employer or employee contributions receivable in those investment options. 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 will be 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 will be directed to the Daily Bond Market Fund. 9 13 BDM 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- INVESCO Total Return Fund. This fund invests in a combination of stocks and fixed income securities, generally with a 60% to 40% split, respectively. Amounts in this fund and all future contributions designated for this fund will be directed to the Life Solutions Balanced Growth 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 will be 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 will be 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. This fund will continue to be an investment option with the new trustee. BDM Stock Fund. This fund consists of common stock of the Employer as well as highly liquid short-term investments 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 Collective Short Term Investment Fund (a liquid asset within the BDM Stock Fund) until alternative investment options are directed by the participants. 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. 10 14 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 may 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 has determined and informed the Company by a letter dated July 3, 1996, that the Plan, including all amendments, is designed in accordance with applicable sections of the Internal Revenue Code. Management believes that amendments adopted since receipt of the determination letter do not effect the tax status of the Plan. Accordingly, the Plan is exempt from income taxes. Plan expenses ------------- Administrative expenses are paid by the Plan and are allocated to participants' accounts based on their respective account balance. The Employer provides certain administrative support to the Plan at no cost. Concentration of credit risk ---------------------------- Financial instruments which potentially subject the Plan to concentrations of credit risk consist primarily of investments. The Plan has no formal policy requiring collateral to mitigate the financial instruments subject to credit risk. 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. Actual results could differ from these estimates. 11 15 BDM 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS --------- 3. Reconciliation of financial statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 1997: Net assets available for benefits per the financial statements $ 97,541,512 Amounts allocated to withdrawing participants (87,890) ------------ Net assets available for benefits per the Form 5500 $ 97,453,622 ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1997: Benefits paid to participants per the financial statements $10,366,940 Add: amounts allocated to withdrawing participants, end of the year 87,890 ----------- Benefits paid to participants per the Form 5500 $10,454,830 ===========
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. 12 16 BDM 401(k) SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1997 ----------
Identity of Issuer, Borrower, Description of Lessor or Similar Party Investment Market Value - ----------------------------- -------------- ------------ Vanguard Treasury Money Market Fund 11,580,697 units $11,580,697 Vanguard Short-Term Corporate Fund 495,944 units $5,388,917 Invesco Total Return Fund 678,940 units $19,750,378 Neuberger & Berman Guardian Fund 1,681,094 units $29,082,867 Columbia Special Fund 650,221 units $13,173,473 Templeton Foreign Fund 324,555 units $3,229,327 BDM Stock Fund 12,532,283 units $12,532,283 Loans to Participants Fully amortizing loans bearing interest ranging from 6% to 11.5% and maturing at various dates through 2017 $2,302,596 ---------- Total Assets Held for Investment Purposes $97,040,538 ===========
The cost for these investments as of December 31, 1997 is not available due to the recordkeeping changes made at the end of the year in preparation for the transition to a new trustee/administrator. 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, 1997 Plan assets at January 1, 1997 - $82,927,488 5% - - $4,146,374
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%: Invesco Total Return Fund --- 1 --- --- $17,001,764 $2,748,614 Vanguard Short Term Corporate Fund --- 1 --- --- $5,332,608 $56,309 Vanguard Treasury Money Market Fund --- 1 --- --- $11,580,698 $ -- Columbia Special Fund --- 1 --- --- $13,183,018 $9,545 Neuberger & Berman Guardian Fund --- 1 --- --- $25,820,305 $3,262,562 Collective Short Term Investment Fund 1 --- --- --- $12,256,719 n/a BDM International, Inc. --- 1 --- $29.50 $10,434,697 $1,822,022
II. Series of transactions with respect to any plan asset other than securities in excess of 5%: None. 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, 1997 Plan assets at January 1, 1997 - $82,927,488 5% - - $4,146,374
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%: Vanguard Short Term Corporate 103 --- $1,628,982 --- --- --- Fund --- 119 --- $6,196,835 $6,140,070 $56,765 Vanguard Treasury 113 --- $8,497,607 --- --- --- Money Market Fund --- 129 --- $18,552,585 $18,552,585 --- Invesco Total Return Fund 122 --- $4,504,906 --- --- --- --- 122 --- $22,473,469 $19,468,516 $3,004,953 Neuberger & Berman 121 --- $8,417,253 --- --- --- Guardian Fund --- 121 --- $35,214,336 $31,182,909 $4,031,427 Columbia Special Fund 103 --- $4,836,854 --- --- --- --- 139 --- $15,958,142 $15,834,337 $123,805 BDM Stock Fund: BDM International, Inc. 12 --- $4,777,071 --- --- --- --- 18 --- $17,994,298 $16,672,336 $1,321,962 Collective Short Term Fund 120 --- $23,280,335 --- --- --- --- 121 --- $11,299,798 $11,299,798 --- IV. Any transaction with respect to securities with a party if any prior or subsequent transaction with such party exceeded 5%: BDM Stock Fund: BDM International, Inc. --- 1 $29.50 $12,256,719 $10,434,697 $1,822,022
See Report of Independent Accountants. 15 19 SIGNATURES THE PLAN. Pursuant to the 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, thereunto duly authorized, in the City of Lyndhurst, State of Ohio, on the 29th day of June, 1998. BDM 401(k) Savings Plan By /s/ William B. Lawrence --------------------------------------- William B. Lawrence, Attorney-in-fact 20 EXHIBIT INDEX
EXHIBIT EXHIBIT NUMBER DESCRIPTION ------------- --------------------- 1 Consent of Coopers & Lybrand L.L.P. 2 Power of Attorney
EX-1 2 EXHIBIT 1 1 EXHIBIT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of TRW, Inc. on Form S-8 (File No. 333-48445) of our report dated June 29, 1998, on our audits of the financial statements and supplemental schedules of the BDM 401(k) Savings Plan as of December 31, 1997 and 1996, and for the year ended December 31, 1997, which report is included in this Annual Report on Form 11-K. Coopers & Lybrand L.L.P. McLean, Virginia June 29, 1998 EX-2 3 EXHIBIT 2 1 EXHIBIT 2 POWER OF ATTORNEY Members of the Committee on Employee Benefits of the BDM 401(k) Savings Plan 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. 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, 1997, 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/ Ann Killian /s/ Kathy Lazar - ------------------------------ ----------------------- ANN KILLIAN KATHY LAZAR Committee on Committee on Employee Benefits Employee Benefits March 19, 1998 March 19, 1998 /s/ Donna Kasle ------------------------- DONNA KASLE Committee on Employee Benefits March 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----