<PAGE> 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)
<PAGE> 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
--------------
<PAGE> 3
BDM 401(k) SAVINGS PLAN
-------------
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
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
</TABLE>
<PAGE> 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
<PAGE> 5
BDM 401(k) SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia
Money Market Corporate Return Guardian Special
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
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
=========== =========== =========== =========== ===========
<CAPTION>
Participant Directed
--------------------------
Templeton BDM Loans
Foreign Stock to
Fund Fund Participants
----------- ----------- -----------
<S> <C> <C> <C>
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
========== =========== ==========
</TABLE>
(Continued on next page)
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
BDM 401(k) SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information, Continued
as of December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Yield Enhanced Daily Small Life Solutions
Short-term Bond Matrix Capitalization Balanced
Investment Market Equity Matrix Growth
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
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
=========== =========== =========== =========== ===========
<CAPTION>
Participant Directed
----------------------------------------
Life Solutions
Life Solutions Income & S&P
Growth Growth 500
Fund Fund Fund Total
----------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
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
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
BDM 401(k) SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia
Money Market Corporate Return Guardian Special
Fund Fund Fund Fund Fund
-------------- ------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
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
============== ============= ============== =============== ===============
<CAPTION>
Participant Directed
--------------------------------
Templeton BDM Loans
Foreign Stock to
Fund Fund Participants Total
-------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
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
============== ============== ============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 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
<TABLE>
<CAPTION>
Participant directed
--------------------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia
Money Market Corporate Return Guardian Special
Fund Fund Fund Fund Fund
------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
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
============= ============= ============= ============== ==============
<CAPTION>
Participant directed
-----------------------------
Templeton BDM Loans
Foreign Stock to
Fund Fund Participants
------------- -------------- -------------
<S> <C> <C> <C>
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
============= ============== ============
</TABLE>
(Continued on next page)
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 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
<TABLE>
<CAPTION>
Participant directed
------------------------------------------------------------------------
Yield
Enhanced Daily Small Life Solutions
Short-term Bond Matrix Capitalization Balanced
Investment Market Equity Matrix Growth
Fund Fund Fund Fund Fund
------------- ------------ ------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
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
============= ============ ============= ============== =============
<CAPTION>
Participant directed
-----------------------------------------
Life Solutions
Life Solutions Income & S&P
Growth Growth 500
Fund Fund Fund Total
-------------- ---------------------------------------
<S> <C> <C> <C> <C>
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
============== =======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<S> <C>
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
============
</TABLE>
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:
<TABLE>
<S> <C>
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
===========
</TABLE>
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
<PAGE> 16
BDM 401(k) SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
as of December 31, 1997
----------
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Description of
Lessor or Similar Party Investment Market Value
- ----------------------------- -------------- ------------
<S> <C> <C>
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
===========
</TABLE>
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
<PAGE> 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
<TABLE>
<CAPTION>
Number of Net
Transactions Purchase Selling Historical Net Realized
Identity of Party Involved Purchases Sales Price Price Cost Gain (Loss)
- -------------------------- --------- ----- ----- ----- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
II. Series of transactions
with respect to any
plan asset other than
securities in excess of
5%: None.
See Report of Independent Accountants.
14
<PAGE> 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
<TABLE>
<CAPTION>
Number of Net
Transactions Purchase Selling Historical Net Realized
Identity of Party Involved Purchases Sales Price Price Cost Gain (Loss)
- -------------------------- --------- ----- ----- ----- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See Report of Independent Accountants.
15
<PAGE> 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
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
------------- ---------------------
<C> <S>
1 Consent of Coopers & Lybrand L.L.P.
2 Power of Attorney
</TABLE>
<PAGE> 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
<PAGE> 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
