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TRW Reports Second Quarter 1999 Results

20 July 1999

TRW Reports Second Quarter 1999 Results; Acquisition Contributes to Record Sales and Net Earnings

    CLEVELAND--July 20, 1999--


Financial Highlights
--------------------

     --   Second Quarter Sales                $   4.8  Billion
     --   Net Earnings, Excluding Automotive 
          Restructuring Charge And Other 
          Unusual Items                       $ 153.5  Million
          -- Diluted Earnings Per Share       $  1.25  Per Share


    TRW Inc. today reported that for the quarter ended June 30, net earnings increased 22 percent to $153.5 million, or $1.25 per share, excluding automotive restructuring charges and other unusual items. This compares with second quarter 1998 net earnings of $125.8 million or $1.00 per share. TRW's second quarter 1999 earnings reflect the first full quarter results of LucasVarity, which was acquired on March 25.
    Second quarter 1999 sales increased 58 percent to a record $4.8 billion, compared with $3.0 billion in the second quarter of 1998. The sales increase reflects the inclusion of $1.7 billion of LucasVarity operations. Excluding LucasVarity, second quarter 1999 sales increased 2 percent to $3.1 billion.
    "Highlighted by our recent acquisition, the first half of the year has seen the TRW team move into high gear, quickly taking advantage of the new talent, new markets, and reinforcement of our leadership in each of our businesses," said Joseph T. Gorman, chairman and chief executive officer. "Our priorities are clear: deleveraging the balance sheet; integrating the acquired businesses; and improving operating performance.
    "The systematic integration of LucasVarity is going well, both in the automotive and the aerospace and information systems segments," Gorman said. "As expected, the acquisition is accretive immediately. Going forward, we are increasingly confident that we will deliver on our commitment to achieve $200 million or more in cost savings and emerge as a leader in integrated vehicle control systems."
    TRW moved quickly during the quarter to initiate actions that will lead to deleveraging the balance sheet, with the goal of reducing net debt by $2.5 billion by year-end 2000. After a thorough assessment of the TRW portfolio, it was determined that four operations were not core to its automotive business, and the company announced its intention to divest those operations. Other actions under way to reduce debt include an improvement in working capital, the sale of nonrevenue-producing assets, and a reduction in capital expenditures. All of these actions will contribute to TRW's maintaining its investment grade rating. In addition, $3.4 billion of debt securities in short, medium, and long maturities were issued to refinance outstanding commercial paper borrowings related to the acquisition of LucasVarity.
    Including automotive restructuring charges and other unusual items, net earnings increased 11 percent in the second quarter of 1999 to a record $139.8 million, or $1.14 per share, compared with $125.8 million, or $1.00 per share, in the second quarter of 1998. Unusual items include after-tax charges of $39.5 million for automotive restructuring and $25.9 million for unusual items pertaining to LucasVarity, which were partially offset by an after-tax gain of $51.7 million from the sale of a portion of RF Micro Devices (RFMD) stock. The unusual items pertaining to LucasVarity consist of $12.7 million in unrealized losses on foreign currency hedges, $12.7 million for the one-time noncash effect of the LucasVarity inventory writeup, and $8.3 million for fees incurred to secure committed credit facilities, reduced by the $7.8 million effect of discontinuing the depreciation of assets of businesses held for sale. The second quarter of 1998 included the effects of the General Motors strike and a litigation settlement, which reduced earnings by 7 cents per share.
    Net earnings for the first half of 1999 were $111.4 million, or $.91 per share, compared with $255.2 million, or $2.03 per share in 1998. The more significant items included in the first half 1999 results were after-tax charges of $46.6 million for automotive restructuring; $151.8 million for unusual items related to LucasVarity, which includes $85.3 million for purchased in-process research and development related to the acquisition; and $28.1 million of losses on fixed-price type contracts, which were partially offset by an after-tax gain of $80.2 million related to RFMD. Excluding these unusual items, net earnings were $257.7 million, or $2.10 per share.
    Sales for the first half of 1999 increased to $7.9 billion, compared with $6.1 billion in the first six months of 1998. The sales increase reflects the inclusion of $1.8 billion from LucasVarity.

    Automotive

    In the automotive segment, second quarter sales increased to $3.3 billion from $1.8 billion in the second quarter of 1998, due primarily to the acquisition of LucasVarity. Excluding LucasVarity, second quarter sales increased 4 percent to $1.9 billion from $1.8 billion in the second quarter of 1998 as higher volume, primarily in occupant restraints and electronics, was partially offset by foreign exchange and lower pricing across all product lines. Second quarter 1998 sales were affected by the General Motors strike.
    Automotive segment profit before tax and other unusual items increased to $238.2 million, compared with $153.1 million in the second quarter of 1998, due to the inclusion of LucasVarity. Excluding LucasVarity results and unusual items, segment profit before tax decreased 11 percent to $136.5 million, compared with $153.1 million in the second quarter of 1998, as cost reductions and increased volume were offset by lower pricing, start-up costs, and production inefficiencies related to the transfer of operations to lower-cost facilities in Mexico. Second quarter 1998 segment profit was affected by the General Motors strike.
    "While automotive margins were unchanged from the first quarter, we're still not satisfied," Gorman said. "The company initiated significant actions that will lead to steady margin improvement through 2000. During the quarter, we stepped up actions under our restructuring program, including making key decisions that resulted in a $59 million pre-tax restructuring charge, of which $17 million is noncash."
    Overall, six manufacturing facilities have been closed and eight others have been announced for closure or sale, which included recently a plant in England and two facilities in Australia. We've reduced employee headcount by more than 3,800 against a goal of 7,500. As to elimination of suppliers, the company has reduced the total supplier count by more than 20 percent of its goal. In addition, on an annual basis, $60 million of the planned $75 million in selling, general, and administrative expense reductions has been achieved.
    "During the quarter, TRW and its partner Magna International dedicated in Germany the industry's most advanced independent development and testing center for modular safety systems. Also, TRW opened a new braking component and module operation in Mexico. The company's innovative electrically assisted steering (EAS) has been chosen for a new Volkswagen platform, and the company received its second order for the EAS column drive technology from a European customer for approximately 400,000 units annually. In advanced and integrated safety systems, TRW now has a total of 20 production contracts from six automakers around the world," Gorman said.

    Aerospace and Information Systems

    In TRW's aerospace and information systems segment, second quarter sales increased 23 percent to $1.5 billion from $1.2 billion in the second quarter of 1998, due to the inclusion of LucasVarity sales of $281.8 million.
    Aerospace and information systems segment profit before tax and unusual items increased 28 percent to $141.4 million, compared with $110.9 million in the second quarter of 1998, which included a $7 million charge for a litigation settlement. Segment operating profit before tax increased primarily due to the LucasVarity acquisition. Excluding LucasVarity and unusual items, second quarter 1999 profit before tax increased slightly to $111.9 million.
    "The addition of Lucas Aerospace operations to TRW's existing space, defense and information systems businesses makes us a significantly stronger global player," said Gorman. "In this newly consolidated business sector, TRW's growth focus will be on space and electronics, information systems, aeronautical systems, telecommunications, and further commercialization of our extensive bank of defense-related technologies."
    In May, TRW took a major step to diversify into the commercial space payload market by announcing an equity position in Astrolink LLC. The venture, consisting of Lockheed Martin, Telespazio, and TRW, will be the first to construct a global, satellite-based, broadband data communications service. TRW was also selected by NASA as one of two contractors to develop a preliminary concept for the Next Generation Space Telescope, the successor to the Hubble Space Telescope.
    During the quarter, TRW won a key government contract from the Department of Justice, Immigration and Naturalization Service to perform the fingerprint operations for the immigration application process. In addition, TRW received an initial award to provide translators to support the U.S. military contingency and peacekeeping missions in Eastern Europe, according to Gorman.
    TRW provides advanced technology products and services for the automotive, aerospace and information systems markets. The company's news releases are available through TRW's corporate Web site (http://www.trw.com).
    Important factors that could cause TRW's actual results to differ materially from the forward-looking statements contained in this release include the ability to reduce debt, achieve customer awards and funding, realize cost reductions, mitigate pricing pressure, and effectively implement the restructuring program and the integration of LucasVarity into the company. Additional factors can be found in TRW's Form 8-K filed with the Securities and Exchange Commission on May 29, 1998, and in Item 7, "Management Discussion and Analysis--Forward-Looking Statements" in the company's most recent Quarterly Report on Form 10-Q. TRW undertakes no obligation to update any forward-looking statement.


                 TRW STATISTICAL SUMMARY (UNAUDITED)
        (Dollar Amounts in Millions Except for Per Share Data)

SECOND QUARTER                          1999
                   --------------------------------------------------
                              Margin   Unusual Items          Margin
                  Operations     %                   Total      %
---------------------------------------------------------------------
Sales
TRW Automotive      $1,877.5                        $1,877.5
LV Automotive        1,416.0                         1,416.0
---------------------------------------------------------------------
Total Automotive     3,293.5                         3,293.5

TRW Aerospace &
 Information Systems 1,210.1                         1,210.1
LV Aerospace           281.8                           281.8
---------------------------------------------------------------------
Total Aerospace &
Information Systems  1,491.9                         1,491.9
---------------------------------------------------------------------
Sales               $4,785.4                        $4,785.4
---------------------------------------------------------------------
---------------------------------------------------------------------
Segment Profit Before
 Income Taxes
TRW Automotive      $  136.5    7.3%       $(59.1)  $   77.4    4.1%
LV Automotive          101.7    7.2%        (20.2)      81.5    5.8%
---------------------------------------------------------------------
Total Automotive       238.2    7.2%        (79.3)     158.9    4.8%

TRW Aerospace &
 Information Systems   111.9    9.2%          79.5     191.4   15.8%
LV Aerospace            29.5   10.5%                    29.5   10.5%
---------------------------------------------------------------------
Total Aerospace &
Information Systems    141.4    9.5%          79.5     220.9   14.8%
---------------------------------------------------------------------
Segment profit
 before income taxes   379.6    7.9%           0.2     379.8    7.9%

Corporate expense and
 other                  (0.2)                 (7.1)     (7.3)
Financing costs       (142.2)                (12.8)   (155.0)
In-process research and
  development             --                              --
---------------------------------------------------------------------
Earnings(loss) before
 income taxes          237.2    5.0%         (19.7)    217.5    4.5%
Income taxes            83.7                  (6.0)     77.7
---------------------------------------------------------------------
Net earnings(loss)    $153.5    3.2%        $(13.7)   $139.8    2.9%
---------------------------------------------------------------------
---------------------------------------------------------------------
Diluted earnings(loss) 
 per share           $  1.25                $(0.11)  $  1.14
Basic earnings(loss) 
 per share           $  1.27                $(0.11)  $  1.16
Dividends paid per 
 common share        $  0.33
Common stock 
 outstanding           120.9
Shares used in computing
per share amounts
  Diluted              123.2
  Basic                120.6



                 TRW STATISTICAL SUMMARY (UNAUDITED)
        (Dollar Amounts in Millions Except for Per Share Data)
              (1998 Restated to move Telecom Initiative
                 to Aerospace & Information Systems)

SECOND QUARTER                           1998
                   --------------------------------------------------
                              Margin   Unusual Items           Margin
                  Operations     %                     Total      %
---------------------------------------------------------------------
Sales
TRW Automotive      $1,813.4                        $1,813.4
LV Automotive             --                              --
---------------------------------------------------------------------
Total Automotive     1,813.4                         1,813.4

TRW Aerospace &
 Information Systems 1,214.5                         1,214.5
LV Aerospace              --                              --
---------------------------------------------------------------------
Total Aerospace &
 Information Systems 1,214.5                         1,214.5
---------------------------------------------------------------------
Sales               $3,027.9                        $3,027.9
---------------------------------------------------------------------
---------------------------------------------------------------------
Segment Profit Before
 Income Taxes
TRW Automotive      $  153.1    8.4%                $  153.1    8.4%
LV Automotive             --                              --
---------------------------------------------------------------------
Total Automotive       153.1    8.4%                   153.1    8.4%

TRW Aerospace &
 Information Systems   110.9    9.1%                   110.9    9.1%
LV Aerospace              --                              --
---------------------------------------------------------------------
Total Aerospace &
 Information Systems   110.9    9.1%                   110.9    9.1%
---------------------------------------------------------------------
Segment profit
 before income taxes   264.0    8.7%                   264.0    8.7%

Corporate expense 
 and other             (27.2)                          (27.2)
Financing costs        (38.6)                          (38.6)
In-process research and
 development              --                              --
---------------------------------------------------------------------
Earnings before 
 income taxes          198.2    6.5%                   198.2    6.5%
Income taxes            72.4                            72.4
---------------------------------------------------------------------
Net earnings        $  125.8    4.2%                $  125.8    4.2%
---------------------------------------------------------------------
---------------------------------------------------------------------
Diluted earnings
 per share           $  1.00                         $  1.00
Basic earnings      
 per share           $  1.03                         $  1.03
Dividends paid per 
 common share        $  0.31
Common stock 
 outstanding           121.8
Shares used in computing
 per share amounts
  Diluted              125.4
  Basic                122.1


                 TRW STATISTICAL SUMMARY (UNAUDITED)
        (Dollar Amounts in Millions Except for Per Share Data)
               (Restated to move Telecom Initiative to
                   Aerospace & Information Systems)

SIX MONTHS ENDED                           1999
                   --------------------------------------------------
                              Margin Unusual Items            Margin
                  Operations     %                     Total      %
---------------------------------------------------------------------
Sales
TRW Automotive      $3,754.1                        $3,754.1
LV Automotive        1,504.0                         1,504.0
---------------------------------------------------------------------
Total Automotive     5,258.1                         5,258.1

TRW Aerospace &
 Information Systems 2,324.3                         2,324.3
LV Aerospace           299.9                           299.9
---------------------------------------------------------------------
Total Aerospace &
 Information Systems 2,624.2                         2,624.2
---------------------------------------------------------------------
Sales               $7,882.3                        $7,882.3
---------------------------------------------------------------------
---------------------------------------------------------------------
Segment Profit Before
 Income Taxes
TRW Automotive      $  274.1    7.3%        $(68.8) $  205.3    5.5%
LV Automotive          109.6    7.3%         (20.2)     89.4    5.9%
---------------------------------------------------------------------
Total Automotive       383.7    7.3%         (89.0)    294.7    5.6%

TRW Aerospace &
 Information Systems   200.5    8.6%          80.1     280.6   12.1%
LV Aerospace            31.6   10.5%                    31.6   10.5%
---------------------------------------------------------------------
Total Aerospace &
 Information Systems   232.1    8.8%          80.1     312.2   11.9%
---------------------------------------------------------------------
Segment profit(loss)
 before income taxes   615.8    7.8%          (8.9)    606.9    7.7%

Corporate expense 
 and other             (31.0)                (57.3)    (88.3)
Financing costs       (183.8)                (25.0)   (208.8)
In-process research 
 and development          --                 (85.3)    (85.3)
---------------------------------------------------------------------
Earnings(loss) before
 income taxes          401.0    5.1%        (176.5)    224.5    2.8%
Income taxes           143.3                 (30.2)    113.1
---------------------------------------------------------------------
Net earnings(loss)    $257.7    3.3%       $(146.3)   $111.4    1.4%
---------------------------------------------------------------------
---------------------------------------------------------------------
Diluted earnings(loss) 
 per share           $  2.10               $ (1.19)  $  0.91
Basic earnings(loss)
 per share           $  2.14               $ (1.22)  $  0.92
Dividends paid per 
 common share        $  0.66
Common stock 
 outstanding           120.9
Shares used in computing
 per share amounts
  Diluted              123.0
  Basic                120.4



                 TRW STATISTICAL SUMMARY (UNAUDITED)
        (Dollar Amounts in Millions Except for Per Share Data)
               (Restated to move Telecom Initiative to
                   Aerospace & Information Systems)

SIX MONTHS ENDED                         1998
                   --------------------------------------------------
                              Margin Unusual Items            Margin
                  Operations     %                     Total      %
---------------------------------------------------------------------
Sales
TRW Automotive      $3,698.9                        $3,698.9
LV Automotive             --                              --
---------------------------------------------------------------------
Total Automotive     3,698.9                         3,698.9

TRW Aerospace &
 Information Systems 2,423.6                         2,423.6
LV Aerospace              --                              --
--------------------------------------------------------------------
Total Aerospace &
Information Systems  2,423.6                         2,423.6
---------------------------------------------------------------------
Sales               $6,122.5                        $6,122.5
---------------------------------------------------------------------
---------------------------------------------------------------------
Segment Profit Before
 Income Taxes
TRW Automotive      $  302.3    8.2%                $  302.3    8.2%
LV Automotive             --                              --
---------------------------------------------------------------------
Total Automotive       302.3    8.2%                   302.3    8.2%

TRW Aerospace &
 Information Systems   221.3    9.1%        $ 15.0     236.3    9.7%
LV Aerospace              --                              --
---------------------------------------------------------------------
Total Aerospace &
 Information Systems   221.3    9.1%          15.0     236.3    9.7%
---------------------------------------------------------------------
Segment profit
 before income taxes   523.6    8.6%          15.0     538.6    8.8%

Corporate expense and
 other                 (58.3)                          (58.3)
Financing costs        (78.3)                          (78.3)
In-process research and
 development              --                              --
---------------------------------------------------------------------
Earnings before
 income taxes          387.0    6.3%          15.0     402.0    6.6%
Income taxes           141.5                   5.3     146.8
---------------------------------------------------------------------
Net earnings          $245.5    4.0%        $  9.7  $  255.2    4.2%
---------------------------------------------------------------------
---------------------------------------------------------------------
Diluted earnings
 per share           $  1.95               $  0.08  $   2.03
Basic earnings
 per share           $  2.00               $  0.08  $   2.08
Dividends paid per 
 common share        $  0.62
Common stock 
 outstanding           121.8
Shares used in computing
 per share amounts
  Diluted              125.8
  Basic                122.3


            TRW STATISTICAL SUMMARY (UNAUDITED), CONTINUED
                     (Dollar Amounts in Millions)


SELECTED CASH FLOW ITEMS                     Six Months Ended
                                     June 30, 1999    June 30, 1998
                                     -------------     ------------
Net earnings                               $   111           $  255
Purchased in-process research and
 development                                    85               --
Depreciation and amortization                  363              278
Acquisitions, net of cash acquired           6,049              236
Net increase in debt                         6,485              429
Capital expenditures                           356              273
Dividend payments                               80               76
Purchase of TRW common stock                    --               72
Net change in deferred taxes                  (131)            (123)


SUMMARY BALANCE SHEETS
                                    June 30, 1999 December 31, 1998
                                    ------------- -----------------
ASSETS
Cash and cash equivalents                  $   609           $   83
Accounts receivable                          2,684            1,721
Inventories                                  1,048              616
Other current assets                         1,427              283
                                             -----            -----
  Total current assets                       5,768            2,703
Property, plant & equipment, net             3,916            2,683
Total intangible assets, net                 4,100            1,067
Investments in affiliated companies            298              243
Long-term deferred income taxes                 --               33
Other notes and accounts receivable            394              227
Prepaid pension cost                         2,471               --
Other assets                                   394              213
                                             -----            -----
  Total assets                             $17,341           $7,169
                                            ------           ------
                                            ------           ------

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Short-term debt                            $ 3,406           $  839
Trade accounts payable                       1,596              964
Current portion of long-term debt              810               30
Other current liabilities                    1,995            1,185
                                             -----           ------
  Total current liabilities                  7,807            3,018
Long-term liabilities                        1,708              826
Long-term debt                               5,476            1,353
Long-term deferred income taxes                587               --
Minority interests in subsidiaries             107               94
Total shareholders' investment               1,656            1,878
                                             -----           ------
  Total liabilities and shareholders'
  investment                               $17,341           $7,169
                                           -------           ------
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