<PAGE> 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
<PAGE> 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
--------
<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, 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
</TABLE>
<PAGE> 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
<PAGE> 5
<TABLE>
BDM 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 AND 1997
----------
<CAPTION>
1998 1997
---- -----------
<S> <C> <C>
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
==== ===========
</TABLE>
* Investment represents 5% or more of net assets.
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
<TABLE>
BDM 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
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
------------ ----------- ------------ ------------ ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
============ =========== ============ ============ ============ =========== ============ =========== ===========
</TABLE>
(Continued on next page)
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
<TABLE>
BDM 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
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
------------ ----------- ------------ ------------ ------------ ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
============ =========== ============ ============ ============ =========== =========== ============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 16
<TABLE>
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
<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%:
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.
</TABLE>
See Report of Independent Accountants.
13
<PAGE> 17
<TABLE>
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
<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%:
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
</TABLE>
See Report of Independent Accountants.
14
<PAGE> 18
<TABLE>
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
<S> <C>
IV. Any transaction with
respect to securities
with a party if any
prior or subsequent
transaction with such
party exceeded 5%: None.
</TABLE>
See Report of Independent Accountants.
15
<PAGE> 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
<PAGE> 20
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
23 Consent of Ernst & Young LLP
24 Power of Attorney
<PAGE> 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
<PAGE> 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
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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
