TRW to Sell MFG/PRO Software Distribution Business to QAD Inc.

MCLEAN, Va.--(BUSINESS WIRE)--Nov. 18, 1998--TRW's (NYSE:TRW) Integrated Supply Chain Solutions (ISCS) unit today announced it will sell the assets of its United Kingdom- and Netherlands-based enterprise resource planning (ERP) software distribution business (formerly known as BDM Largotim) to QAD(TM) Inc. of Carpinteria, Calif. The sale allows TRW to concentrate on its core competency of providing systems integration solutions across the supply chain and paves the way for global expansion of this core business.

In addition to the sale of its distribution business in the U.K. and the Netherlands, the transaction consists of two other parts: 1) TRW will now become a worldwide systems integrator for all of QAD's applications; and 2) QAD will become a distributor for two TRW-developed software applications.

TRW ISCS is the largest European distributor of QAD's ERP software application, MFG/PRO(R) . As part of the sale, QAD also will acquire a suite of TRW-developed complementary MFG/PRO applications, including embedded Warehousing, Time Phased Availability Check, Multi Level Pegging, Tool Management, Euro Accounting, Payroll and Personnel. Two additional complementary TRW applications, PROCON, a product configurator, and AIM, a non-embedded warehousing application, will be retained by TRW. As part of the agreement, QAD will become TRW's distributor for these two software packages.

Following the sale, TRW ISCS and QAD will expand their alliance partnership, with TRW becoming a QAD global systems integrator. TRW ISCS will provide a broader range of systems integration services across the full line of QAD supply chain software applications, including the On/Q supply chain optimization solution. As an MFG/PRO distributor, TRW had been limited to providing QAD systems integration services for the MFG/PRO application line only.

In addition to its ERP practice, TRW offers a comprehensive suite of supply chain solutions, including manufacturing execution systems, product data management, and logistics execution systems, among others. Following the sale, TRW ISCS's global staff will consist of more than 900 employees. They are deployed in over 40 locations in 14 countries - Australia, Austria, Belgium, France, Germany, Italy, the Netherlands, Poland, Portugal, Singapore, Spain, Switzerland, the United Kingdom, and the United States - giving clients readily available, in-country teams to meet their supply chain requirements.

"This sale sharpens our focus on providing systems integration services across the supply chain to mid-size and large enterprises. We will continue to expand our systems integration business on a global scale, and we look forward to continuing to work closely with QAD on MFG/PRO and On/Q implementations," said David L. Patterson, vice president and general manager of TRW ISCS.

Pierre Spilleboudt, vice president and managing director of TRW ISCS European operations, said the business deal will help TRW expand its systems integration business throughout Europe. "We are excited about broadening our QAD alliance through this sale," Spilleboudt said. "Our ability to pursue engagements that require knowledgeable staff in multiple countries positions us well as a supply chain systems integrator."

"We greatly value TRW systems integration skills and look forward to our enhanced relationship. TRW will now be QAD's first worldwide systems integrator for our entire suite of applications. At the same time we are delighted to have their skilled distribution staff and strong management team joining us and to further strengthen our European operations," said QAD Chief Executive Officer Karl F. Lopker.

Founded in 1979, QAD is a leading provider of enterprise resource planning and extended supply chain management software to multinational companies of all sizes, with special focus on the mid-market. QAD revenues for the fiscal year ended Jan. 31, 1998, totaled $170 million.

TRW Integrated Supply Chain Solutions provides total supply chain solutions from management consulting to enterprise resource planning, manufacturing execution systems, and logistics execution solutions. The ISCS business spans the supply chain continuum, serving manufacturing, distribution and transportation clients in a wide range of industry sectors including: automotive, semiconductor manufacturing, consumer packaged goods, pharmaceuticals and medical, electronics, aerospace and defense, third-party logistics, grocery, retail, apparel, and wholesale distribution. For further information, please visit web site http://www.trw.com/supplychain.

TRW Inc. provides advanced technology products and services for the automotive, space and defense, and information technology markets worldwide. The company's sales in 1997 were approximately $12 billion. The company's news releases are available through TRW's corporate web site http://www.trw.com.

Statements in this release that are not historical facts are forward-looking statements, which involve risks and uncertainties that could affect the company's actual results. Information regarding the important factors that could cause TRW's actual results to differ materially from the forward-looking statements contained in this release can be found in TRW's reports filed with the Securities and Exchange Commission.