Files S-1 Registration Statement for Possible Spin-off of Automotive Business; Continues to Explore Strategic Alternatives

TRW Inc. today
announced that its subsidiary, TRW Automotive Inc., has filed a Registration
Statement on Form S-1 with the U.S. Securities and Exchange Commission in
connection with the possible tax-free spin-off of TRW’s automotive business.
The spin-off plan contemplates that TRW shareholders would own publicly-traded
shares in both the automotive business and in TRW’s remaining systems, space
and electronics businesses. If pursued, the spin-off would be expected to
occur by the end of this year.

Philip A. Odeen, chairman of TRW said, “We are committed to realizing
value for TRW shareholders. TRW is currently pursuing two parallel paths that
we believe will deliver value to our shareholders. First is our shareholder
value enhancement plan, which includes the sale of our Aeronautical Systems
business to reduce debt followed by the spin-off of the automotive business.
Today’s filing marks another milestone in the execution of our value
enhancement plan. Second, we continue to make good progress on the
exploration of other strategic alternatives. We are in the process of sharing
confidential information with several interested parties and are quite pleased
with the level of interest expressed in TRW. While right now we continue to
pursue both options, ultimately TRW’s Board of Directors will choose the
course of action it believes is in the best interest of TRW shareholders.”

TRW, with $16 billion in annual sales, provides advanced-technology
products and services for the aerospace, systems and automotive markets.

This press release contains certain “forward-looking statements” that TRW
believes are within the meaning of the Private Securities Litigation Reform
Act of 1995. However, shareholders should be aware that the preparation of
any such forward-looking statements requires the use of estimates of future
revenues, expenses, activity levels and economic and market conditions, many
of which are outside the Company’s control. Further, the Company’s results
could be affected by the ability to obtain new contract awards; the level of
defense funding by the government and the termination of existing government
contracts; pricing pressures from customers; moderation or decline in the
automobile build rate; changes in consumer debt levels; work stoppages;
unanticipated downturn in the financial condition of, or business
relationships with customers or suppliers; the ability to reduce the level of
outstanding debt from cash flow from operations and the proceeds from asset
dispositions; a credit rating downgrade; increase in interest rates; customer
recall and warranty claims; product liability and litigation issues; changes
to the regulatory environment regarding automotive safety; the introduction of
competing products or technology by competitors; the ability to attract and
retain skilled employees with high-level technical competencies; the financial
results of companies in which we have made technology investments; the
availability of funding for research and development; economic, regulatory and
political domestic and international conditions; fluctuations in currency
exchange rates; and the impact of additional terrorist attacks, which could
result in reduced automotive production, disruptions to the transportation
system, or significant and prolonged disruption to air travel. In addition,
there can be no assurance: (i) that an agreement relating to any investment in
the Company, or relating to any sale or other distribution of all or a part of
the Company’s operating businesses will be reached, or that if an agreement is
reached, that the transactions contemplated by such agreement will be
consummated; (ii) that the Company will complete the spin off of its
automotive business or that such spin-off will be complete by the end of the
fourth quarter 2002; (iii) that the Company will be successful in reducing the
amount of its indebtedness, or that the methods described for debt reduction
will be utilized; (iv) as to the amount by which debt will be reduced; (v)
that the Company’s strategy will deliver any particular level of value to TRW
shareholders; (vi) that defense spending will rise and research, development,
test and evaluation budgets will increase; (vii) that the commercial aerospace
industry will stabilize; (viii) that North American 2002 light vehicle
production will increase from 2001 levels; (ix) that 2002 earnings per share
estimates will be met or exceeded; (x) with respect to the expected amounts of
the Company’s operating cash flows in 2002, that such amounts will be utilized
to reduce the amount of the Company’s indebtedness; (xi) with respect to the
amounts that will be realized, if any, by the Company from divestitures; (xii)
with respect to the amount of sales, earnings per share or cash flow that will
be realized by the Company in 2002; and (xiii) that the Company’s costs will
decrease in 2002. Other factors and assumptions not identified above are also
involved in the preparation of forward-looking statements, and the failure of
such other factors and assumptions to be realized may also cause actual
results to differ materially from those discussed. The Company assumes no
obligation to update such estimates to reflect actual results, changes in
assumptions or changes in other factors affecting such estimates other than as
required by law.

Shareholders of TRW and other investors are urged to read the registration
statement on Form S-1 that TRW Automotive Inc. has filed with the SEC in
connection with the proposed spin-off, and any amendments or other future
filings, because it contains important information about TRW Automotive Inc.
and the spin-off transaction.

The information in the registration statement is incomplete and may be
changed. TRW may not sell the securities covered by the registration
statement until the Securities and Exchange Commission has declared the
registration statement effective. Neither the registration statement nor this
press release are an offer to sell the securities covered by the registration
statement, and neither TRW nor TRW Automotive Inc. is soliciting an offer to
buy those securities in any state where the offer or sale is not permitted.

TRW files annual and periodic reports and other information with the SEC.
Reports, statements or other information filed by TRW, as well as the
registration statement filed by TRW Automotive Inc., may be read and copied at
the SEC’s public reference rooms at 450 Fifth Street, N.W., Washington D.C.
20549 or at the SEC’s other public reference rooms in New York, New York and
Chicago, Illinois. In addition, the SEC maintains a website at at
which you may obtain and read, at no cost, the reports and other information
filed with the SEC by TRW and TRW Automotive Inc.

Please call the SEC at 1-800-SEC-0330 for further information on public
reference rooms. TRW’s and TRW Automotive Inc.’s filings with the SEC are also
available to the public from commercial document-retrieval services.