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TRW Reports Second Quarter 2009 Financial Results

August 4, 2009

LIVONIA, Mich., Aug. 4 /PRNewswire-FirstCall/ — TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in active and passive safety systems, today reported second-quarter 2009 financial results with sales of $2.7 billion, a decrease of 39 percent compared to the prior year period. The Company reported a GAAP second quarter net loss of $11 million or $0.11 per diluted share, which compares to net earnings of $127 million or $1.24 per diluted share in the prior year period.

The second quarter GAAP net loss includes restructuring and fixed asset impairment charges of $26 million ($20 million after related tax benefits) and a net gain on retirement of debt totaling $1 million. The prior year second quarter included restructuring charges and asset impairments totaling $24 million ($21 million after related tax benefits). Excluding these special items, the Company reported net earnings of $8 million, or $0.08 per diluted share, which compares to net earnings of $148 million or $1.44 per diluted share in the prior year period, reflecting the impact of the $1.7 billion decline in sales between the two quarters. During the quarter, the Company also finalized an agreement with the lenders of its senior secured credit facilities. The agreement secures the Company’s access to over $1 billion of liquidity and provides covenant relief as the Company maneuvers through the current industry downturn.

“The restructuring and cost containment actions implemented over the previous three quarters had a significant positive impact on TRW’s second quarter results and helped offset the effects of the reduced vehicle production levels,” said John C. Plant, President and Chief Executive Officer. “Finalizing the agreement with our lenders to protect our liquidity, in addition to our cost containment actions, should allow us to manage through the downturn and positions the Company for continued success as a leading supplier to the world’s car manufacturers.”

Second Quarter 2009

The Company reported second-quarter 2009 sales of $2.7 billion, a decrease of $1.7 billion or 38.6 percent from the prior year period. The 2009 quarter was adversely impacted by lower sales in all geographic regions resulting from sharply reduced vehicle production volumes. Currency movements during the quarter also had a negative impact on sales compared to the same period a year ago.

Included in the second quarter 2009 results were restructuring and fixed asset impairment charges totaling $26 million compared with $24 million in the prior year period. Excluding these charges from both periods, operating income for the second quarter of 2009 was $70 million, which compares to $248 million in the prior year period. The year-to-year decrease was driven primarily by the negative profit impact of the $1.7 billion in lower sales, partially offset by restructuring and cost containment actions implemented over the past year.

Net interest and securitization expense for the second quarter of 2009 totaled $42 million, which compares to $44 million in the prior year. Higher interest costs associated with the previously mentioned bank amendment achieved in late June 2009 did not factor in the quarter. In addition, a net gain on retirement of debt of $1 million was recognized in the second quarter of 2009.

Tax expense for the second quarter of 2009 was $14 million, which declined from $56 million of expense in the prior year, resulting from the lower level of pre-tax earnings in certain geographic locations. The 2009 and 2008 periods included tax benefits related to the restructuring actions previously mentioned totaling $6 million and $3 million, respectively.

The Company reported a 2009 second-quarter GAAP net loss of $11 million, or $0.11 per diluted share, which compares to GAAP net earnings of $127 million, or $1.24 per diluted share in the 2008 period.

Excluding the special items referred to above, the Company reported second-quarter 2009 net earnings of $8 million, or $0.08 per diluted share, which compares to net earnings of $148 million or $1.44 per diluted share in the 2008 period.

Earnings before interest, securitization costs, taxes, depreciation and amortization and special items (“adjusted EBITDA”) were $192 million in the second quarter of 2009, as compared to the prior year level of $404 million. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.

First Half 2009

The Company reported first-half 2009 sales of $5.1 billion, a decrease of $3.5 billion or 40.4 percent compared to prior year sales. The decrease in sales resulted from the sharply reduced global production volumes between the two periods and the negative effects of foreign currency movements compared to first-half 2008.

For first-half 2009, the Company incurred restructuring and fixed asset impairment charges totaling $50 million as well as a one-time trademark impairment charge of $30 million compared to restructuring charges and asset impairments of $32 million for the 2008 period. Excluding these charges from both periods, the Company reported an operating loss of $1 million in first-half 2009 which compares to $444 million of operating income in the prior year period. The year-to-year decrease was driven primarily by the profit impact of the $3.5 billion in lower sales, partially offset by the previously mentioned restructuring and cost containment actions.

Net interest and securitization expense in the first-half 2009 period totaled $84 million, which compares favorably to $93 million in the prior year period due to lower interest rates. In addition, a net gain on the retirement of debt of $35 million was recognized in the current year first-half period.

First-half 2009 tax expense was $9 million, which compares to $103 million in the prior year. The 2009 and 2008 periods included tax benefits primarily related to the restructuring actions previously mentioned totaling $10 million and $3 million, respectively. Excluding these tax benefits in both periods, tax expense was $19 million in first-half 2009 compared to $106 million in the 2008 period.

The Company reported a first-half 2009 GAAP net loss of $142 million, or $1.40 per diluted share, which compares to GAAP net earnings of $221 million, or $2.16 per diluted share in the prior year period.

Excluding special items, the Company reported a first-half 2009 net loss of $107 million, or $1.06 per diluted share, which compares to net earnings of $250 million or $2.44 per diluted share in first-half 2008.

Adjusted EBITDA totaled $235 million in first-half 2009, compared to $749 million in the prior year period. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.

Cash Flow and Capital Structure

Second quarter 2009 net cash flow provided by operating activities was $23 million, which compares to $40 million in the prior year. Capital expenditures were $37 million compared to $120 million in 2008. Second quarter free cash flow (cash flow from operating activities less capital expenditures) was an outflow of $14 million, which compares favorably to the $80 million outflow in the prior year quarter.

For the six month period ended July 3, 2009, the Company had a net cash usage in operating activities of $231 million, which compares to a use of $75 million in the first half of 2008. The year-to-year decline resulted primarily from lower operating income partially offset by lower working capital requirements. First half capital expenditures were $72 million compared to $217 million in 2008. Free cash flow (cash flow from operating activities less capital expenditures) was an outflow of $303 million in first half 2009 compared to an outflow of $292 million for the same period last year.

As of July 3, 2009, the Company had $3,040 million of debt and $571 million of cash and marketable securities, resulting in net debt (defined as debt less cash and marketable securities) of $2,469 million. This net debt outcome is $200 million lower than the balance at the end of the prior year second quarter and $313 million higher than the balance at the end of 2008. Committed liquidity facilities and cash on hand provided the Company with available liquidity in excess of $1.2 billion as of July 3, 2009.

2009 Outlook

TRW currently expects full year production to total 8.0 million units in North America and 16.4 million units in Europe. Based on these revised production levels and the Company’s expectations for foreign currency exchange rates, full-year sales are expected to range between $10.5 billion and $10.9 billion, with third quarter sales expected to be approximately $2.8 billion.

“We remain optimistic the first half of 2009 was the trough in global automotive production for the current downturn. Vehicle production forecasts are indicating higher levels of production for the remainder of 2009 and into 2010,” said Mr. Plant. “TRW is well positioned to take advantage of an industry rebound given its technology portfolio, leading diversification and improved cost structure.”

Second Quarter 2009 Conference Call

The Company will host its second-quarter conference call at 8:00 a.m. (Eastern time) today, Tuesday, August 4th, to discuss financial results and other related matters. To participate in the conference call, please dial (877) 852-7898 for U.S. locations, or (706) 634-1095 for international locations.

An audio replay of the conference call will be available approximately two hours after the conclusion of the call and will be accessible afterward for approximately one week. To access the replay, U.S. locations should dial (800) 642-1687, and locations outside the U.S. should dial (706) 645-9291. The replay code is 17087395. A live audio webcast and replay of the conference call will also be available on the Company’s website at www.trw.com.

Reconciliation to GAAP

In addition to GAAP results included within this press release, the Company has provided certain information which is not calculated according to GAAP (“non-GAAP”), such as net (loss) earnings, operating (losses) income and diluted earnings per share each excluding special items, adjusted EBITDA and free cash flow. Management uses these non-GAAP measures to evaluate the operating performance of the Company and its business segments, including use in connection with forecasting future periods. Management believes that investors will likewise find these non-GAAP measures useful in evaluating such performance. Such measures are frequently used by security analysts, institutional investors and other interested parties in the evaluation of companies in our industry.

Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies. For a reconciliation of non-GAAP measures to the closest GAAP financial measure and for share amounts used to derive earnings per share, please see the financial schedules that accompany this release.

About TRW

With 2008 sales of $15.0 billion, TRW Automotive ranks among the world’s leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 26 countries and employs approximately 60,000 people worldwide. TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services. All references to “TRW Automotive”, “TRW” or the “Company” in this press release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated. TRW Automotive news is available on the internet at www.trw.com.

Forward-Looking Statements

This release contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We caution readers not to place undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements are subject to numerous assumptions, risks and uncertainties which can cause our actual results to differ materially from those suggested by the forward-looking statements, including those set forth in our Report on Form 10-K for the fiscal year ended December 31, 2008 (our “Form 10-K”), and our Form 10-Q for the quarter ended April 3, 2009 such as: any prolonged contraction in automotive sales and production adversely affecting our results, liquidity or the viability of our supply base; the financial condition of OEMs, particularly the Detroit Three, adversely affecting us or the viability of our supply base; disruptions in the financial markets adversely impacting the availability and cost of credit negatively affecting our business; our substantial debt and resulting vulnerability to an economic or industry downturn and to rising interest rates; escalating pricing pressures from our customers; commodity inflationary pressures adversely affecting our profitability and supply base; our dependence on our largest customers; any impairment of our goodwill or other intangible assets; costs of product liability, warranty and recall claims and efforts by customers to alter terms and conditions concerning warranty and recall participation; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; any increase in the expense and funding requirements of our pension and other postretirement benefits; risks associated with non-U.S. operations, including economic uncertainty in some regions; work stoppages or other labor issues at our facilities or at the facilities of our customers or suppliers; volatility in our annual effective tax rate resulting from a change in earnings mix or other factors; adverse effects of environmental and safety regulations; assertions by or against us relating to intellectual property rights; the possibility that our largest shareholder’s interests will conflict with ours; and other risks and uncertainties set forth in our Form 10-K and in our other filings with the Securities and Exchange Commission. We do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.

                             TRW Automotive Holdings Corp.

                 Index of Condensed Consolidated Financial Information

                                                                        Page

    Consolidated Statements of Operations (unaudited)
    for the three months ended July 3, 2009 and June 27, 2008            A2

    Consolidated Statements of Operations (unaudited)
    for the six months ended July 3, 2009 and June 27, 2008              A3

    Condensed Consolidated Balance Sheets as of July 3, 2009 (unaudited)
    and December 31, 2008                                                A4

    Condensed Consolidated Statements of Cash Flows (unaudited)
    for the six months ended July 3, 2009 and June 27, 2008              A5

    Reconciliation of Non-GAAP Financial Measures (unaudited)
    for the three and six months ended July 3, 2009 and June 27, 2008    A6

    Reconciliation of GAAP Net Losses to Adjusted Net Earnings
    (unaudited) for the three months ended July 3, 2009                  A7

    Reconciliation of GAAP Net Losses to Adjusted Net Losses
    (unaudited) for the six months ended July 3, 2009                    A8

    Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
    (unaudited) for the three months ended June 27, 2008                 A9

    Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
    (unaudited) for the six months ended June 27, 2008                  A10

    The accompanying unaudited condensed consolidated financial information
    and reconciliation schedules should be read in conjunction with the TRW
    Automotive Holdings Corp. Annual Report on Form 10-K for the year ended
    December 31, 2008, Quarterly Report on Form 10-Q for the period ended
    April 3, 2009 and Current Report on Form 8-K, as filed with the United
    States Securities and Exchange Commission on February 20, 2009, May 6,
    2009 and July 29, 2009, respectively.

                                          A2

                             TRW Automotive Holdings Corp.

                        Consolidated Statements of Operations
                                      (Unaudited)

    (In millions, except per share amounts)             Three Months Ended
                                                        ------------------
                                                      July 3,        June 27,
                                                       2009            2008
                                                       ----            ----
    Sales                                             $2,732          $4,446
    Cost of sales                                      2,532           4,045
                                                       -----           -----
       Gross profit                                      200             401
    Administrative and selling expenses                  117             136
    Amortization of intangible assets                      6               9
    Restructuring charges and fixed asset
     impairments                                          26              24
    Other expense - net                                    7               8
                                                         ---             ---
       Operating income                                   44             224
    Interest expense - net                                41              43
    Gain on retirement of debt - net                      (1)              -
    Accounts receivable securitization costs               1               1
    Equity in earnings of affiliates, net of tax          (5)             (8)
                                                         ---             ---
        Earnings before income taxes                       8             188
    Income tax expense                                    14              56
                                                         ---             ---
         Net (losses) earnings                            (6)            132
    Less:  Net earnings attributable to
      noncontrolling interest, net of tax                  5               5
                                                         ---             ---
         Net (losses) earnings attributable to TRW      $(11)           $127
                                                        ====            ====

    Basic (losses) earnings per share:
      (Losses) earnings per share                     $(0.11)          $1.26
                                                      ======           =====
      Weighted average shares outstanding              101.4           101.1
                                                       =====           =====

    Diluted (losses) earnings per share:
      (Losses) earnings per share                     $(0.11)          $1.24
                                                      ======           =====
      Weighted average shares outstanding              101.4           102.6
                                                       =====           =====

                                           A3

                              TRW Automotive Holdings Corp.

                         Consolidated Statements of Operations
                                       (Unaudited)

    (In millions, except per share amounts)             Six Months Ended
                                                        ----------------
                                                      July 3,       June 27,
                                                       2009           2008
                                                       ----           ----
    Sales                                             $5,122         $8,590
    Cost of sales                                      4,892          7,848
                                                       -----          -----
       Gross profit                                      230            742
    Administrative and selling expenses                  224            268
    Amortization of intangible assets                     11             18
    Restructuring charges and fixed asset
     impairments                                          50             32
    Intangible asset impairments                          30              -
    Other (income) expense - net                          (4)            12
                                                         ---            ---
       Operating (losses) income                         (81)           412
    Interest expense - net                                82             91
    Gain on retirement of debt - net                     (35)             -
    Accounts receivable securitization costs               2              2
    Equity in earnings of affiliates, net of tax          (4)           (15)
                                                         ---            ---
        (Losses) earnings before income taxes           (126)           334
    Income tax expense                                     9            103
                                                           -            ---
         Net (losses) earnings                          (135)           231
    Less:  Net earnings attributable to
      noncontrolling interest, net of tax                  7             10
                                                         ---            ---
         Net (losses) earnings attributable to TRW     $(142)          $221
                                                       =====           ====

    Basic (losses) earnings per share:
      (Losses) earnings per share                     $(1.40)         $2.19
                                                      ======          =====
      Weighted average shares outstanding              101.3          100.9
                                                       =====          =====

    Diluted (losses) earnings per share:
      (Losses) earnings per share                     $(1.40)         $2.16
                                                      ======          =====
      Weighted average shares outstanding              101.3          102.3
                                                       =====          =====

                                          A4

                             TRW Automotive Holdings Corp.

                        Condensed Consolidated Balance Sheets

    (Dollars in millions)                                   As of
                                                            -----
                                                     July 3,     December 31,
                                                      2009          2008
                                                      ----          ----
                                                  (Unaudited)

                                    Assets
    Current assets:
       Cash and cash equivalents                       $571          $756
       Marketable securities                              -            10
       Accounts receivable - net                      1,855         1,570
       Inventories                                      655           694
       Prepaid expenses and other current
        assets                                          209           209
                                                        ---           ---
    Total current assets                              3,290         3,239

    Property, plant and equipment - net               2,418         2,518
    Goodwill                                          1,767         1,765
    Intangible assets - net                             335           373
    Pension asset                                       940           801
    Other assets                                        519           576
                                                        ---           ---
      Total assets                                   $9,269        $9,272
                                                     ======        ======

                             Liabilities and Equity
    Current liabilities:
       Short-term debt                                  $39           $66
       Current portion of long-term debt                 76            53
       Trade accounts payable                         1,714         1,793
       Accrued compensation                             233           219
       Other current liabilities                        929         1,033
                                                        ---         -----
    Total current liabilities                         2,991         3,164

    Long-term debt                                    2,925         2,803
    Postretirement benefits other than pensions         478           486
    Pension benefits                                    746           778
    Other long-term liabilities                         788           773
                                                        ---           ---
       Total liabilities                              7,928         8,004

    Commitments and contingencies

    Stockholders' equity:
       Preferred stock                                    -             -
       Capital stock                                      1             1
       Treasury stock                                   ---           ---
       Paid-in-capital                                1,206         1,199
       Accumulated deficit                             (520)         (378)
       Accumulated other comprehensive
        income                                          515           309
                                                        ---           ---
    Total TRW stockholders' equity                    1,202         1,131
    Noncontrolling interest                             139           137
                                                        ---           ---
      Total equity                                    1,341         1,268
                                                      -----         -----
      Total liabilities and equity                   $9,269        $9,272
                                                     ======        ======

                                           A5

                             TRW Automotive Holdings Corp.

                   Condensed Consolidated Statements of Cash Flows
                                      (Unaudited)

    (Dollars in millions)                              Six Months Ended
                                                       ----------------
                                                     July 3,        June 27,
                                                      2009            2008
                                                      ----            ----
    Operating Activities
    Net (losses) earnings                             $(135)           $231
    Adjustments to reconcile net (losses)
     earnings to net cash used in operating
     activities:
       Depreciation and amortization                    239             300
       Net pension and other postretirement
        benefits income and contributions              (122)           (105)
       Net gain on retirement of debt                   (35)              -
       Intangible asset impairment charges               30               -
       Fixed asset impairment charges                     7              18
       Net gains on sales of assets                      (3)             (3)
       Other - net                                        6             (10)
    Changes in assets and liabilities, net of
     effects of businesses acquired:
       Accounts receivable - net                       (247)           (710)
       Inventories                                       51             (59)
       Trade accounts payable                          (115)            176
       Prepaid expense and other assets                 107            (107)
       Other liabilities                                (14)            194
                                                        ---             ---
         Net cash used in operating activities         (231)            (75)

    Investing Activities
    Capital expenditures, including other
     intangible assets                                  (72)           (217)
    Acquisitions of businesses, net of cash
     acquired                                             -             (40)
    Investment in affiliates                              -              (5)
    Proceeds from sale/leaseback transactions             -               1
    Net proceeds from asset sales                         3               3
                                                        ---             ---
        Net cash used in investing activities           (69)           (258)

    Financing Activities
    Change in short-term debt                           (25)             26
    Net proceeds from (repayments on)
     revolving credit facility                          198            (129)
    Proceeds from issuance of long-term debt,
     net of fees                                      1,075               4
    Redemption of long-term debt                     (1,131)            (55)
    Proceeds from exercise of stock options               -               4
    Other - net                                          (6)              -
                                                        ---             ---
        Net cash provided by (used in) financing
         activities                                     111            (150)
    Effect of exchange rate changes on cash               4              41
                                                        ---             ---
    Decrease in cash and cash equivalents              (185)           (442)
    Cash and cash equivalents at beginning of
     period                                             756             895
                                                        ---             ---
    Cash and cash equivalents at end of period         $571            $453
                                                       ====            ====

                                          A6

                             TRW Automotive Holdings Corp.

                    Reconciliation of Non-GAAP Financial Measures
                                      (Unaudited)

    The reconciliation schedules below should be read in conjunction with the
    TRW Automotive Holdings Corp. Annual Report on Form 10-K for the year
    ended December 31, 2008, Quarterly Report on Form 10-Q for the period
    ended April 3, 2009 and Current Report on Form 8-K filed on July 29, 2009
    which contain summary historical data.  Since all companies do not use
    identical calculations, our definition and presentation of EBITDA,
    Adjusted EBITDA and free cash flow may not be comparable to similarly
    titled measures reported by other companies.

    EBITDA and Adjusted EBITDA
    The EBITDA measure calculated in the following schedule is a measure used
    by management to evaluate the operating performance of the Company and its
    business segments and to forecast future periods.  Adjusted EBITDA is
    defined as EBITDA adjusted to exclude restructuring charges, asset
    impairments and other significant special items.  Management uses Adjusted
    EBITDA to evaluate the performance of on-going operations separate from
    items that may have a disproportionate impact in any particular period.
    EBITDA and Adjusted EBITDA are frequently used by securities analysts,
    institutional investors and other interested parties in the evaluation of
    companies in our industry.

    EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not
    purport to be alternatives to net (losses) earnings as an indicator of
    operating performance, nor to cash flows from operating activities as a
    measure of liquidity.  Additionally, EBITDA and Adjusted EBITDA are not
    intended to be measures of free cash flow for management's discretionary
    use, as they do not consider certain cash requirements such as interest
    payments, tax payments and debt service requirements.

    (Dollars in millions)            Three Months Ended      Six Months Ended
                                     ------------------      ----------------
                                      July 3,    June 27,    July 3,  June 27,
                                       2009        2008       2009      2008
                                       ----        ----       ----      ----
    GAAP net (losses) earnings
     attributable to TRW               $(11)       $127      $(142)     $221
       Income tax expense                14          56         9        103
       Interest expense - net            41          43        82         91
       Accounts receivable
        securitization costs              1           1         2          2
       Depreciation and amortization    122         153       239        300
                                        ---         ---       ---        ---
    EBITDA                              167         380       190        717
       Restructuring charges and
        fixed asset impairments          26          24        50         32
       Intangible asset impairments       -           -        30          -
       Net gain on retirement of debt    (1)          -       (35)         -
                                        ---         ---       ---        ---
    Adjusted EBITDA                    $192        $404      $235       $749
                                       ====        ====      ====       ====

    Free Cash Flow
    Free cash flow represents net cash used in operating activities less
    capital expenditures, and is used by management in analyzing the Company's
    ability to service and repay its debt and to forecast future periods.
    However, this measure should not be used as a substitute for net cash
    (used in) provided by operating activities since it does not reflect cash
    used to service debt and, therefore, does not reflect funds available for
    investment or other discretionary uses.

    (Dollars in millions)            Three Months Ended     Six Months Ended
                                     ------------------     ----------------
                                      July 3,    June 27,   July 3,  June 27,
                                       2009        2008      2009      2008
                                       ----        ----      ----      ----
    Cash flow provided by (used in)
     operating activities               $23         $40     $(231)     $(75)
    Capital expenditures                (37)       (120)      (72)     (217)
                                        ---        ----       ---      ----
    Free cash flow                     $(14)       $(80)    $(303)    $(292)
                                       ====        ====    ======     =====

                                          A7

                            TRW Automotive Holdings Corp.

            Reconciliation of GAAP Net Losses to Adjusted Net Earnings
                                     (Unaudited)

    During the three months ended July 3, 2009, the Company recorded
    restructuring charges of $24 million related primarily to severance,
    retention and outplacement services.  Additionally, in accordance with
    SFAS 144, the Company recorded fixed asset impairment charges of $2
    million.  The Company also recorded a net gain on retirement of debt of $1
    million.

                               Three Months                     Three Months
                                   Ended                            Ended
                                  July 3,                          July 3,
    (In millions, except           2009                             2009
     per share amounts)           Actual         Adjustments      Adjusted
                                  ------         -----------      --------

    Sales                         $2,732            $-             $2,732
    Cost of sales                  2,532             -              2,532
                                   -----           -----            -----
        Gross profit                 200             -                200
    Administrative and
     selling expenses                117             -                117
    Amortization of
     intangible assets                 6             -                  6
    Restructuring charges
     and fixed asset impairments      26           (26) (a)             -
    Other expense - net                7             -                  7
                                     ---           ---                ---
        Operating income              44            26                 70
    Interest expense - net            41             -                 41
    Gain on retirement of
     debt - net                       (1)            1  (b)             -
    Account receivable
     securitization costs              1             -                  1
    Equity in earnings of
     affiliates, net of tax           (5)            -                 (5)
                                     ---           ---                ---
        Earnings before
         income taxes                  8            25                 33
    Income tax expense                14             6  (c)            20
                                     ---           ---                ---
        Net (losses) earnings         (6)           19                 13
    Less:  Net earnings attributable
           to noncontrolling
           interest, net of tax        5             -                  5
                                     ---           ---                ---
        Net (losses) earnings
         attributable to TRW        $(11)          $19                 $8
                                   =====           ===                 ==

    Effective tax rate               175%                              61%

    Basic (losses) earnings
     per share:
      (Losses) earnings per
       share                      $(0.11)                           $0.08
                                  ======                            =====
      Weighted average
       shares outstanding          101.4                            101.4
                                   =====                            =====

    Diluted (losses) earnings
     per share:
      (Losses) earnings per
       share                      $(0.11)                           $0.08
                                  ======                            =====
      Weighted average
       shares outstanding          101.4                            102.0
                                   =====                            =====

    (a)  Represents the elimination of restructuring charges and fixed asset
         impairments.
    (b)  Represents the elimination of the gain on retirement of debt.
    (c)  Represents the elimination of the income tax impact of the above
         adjustments.

                                         A8

                           TRW Automotive Holdings Corp.

            Reconciliation of GAAP Net Losses to Adjusted Net Losses
                                    (Unaudited)

    During the six months ended July 3, 2009, the Company recorded
    restructuring charges of $44 million related primarily to severance,
    retention and outplacement services.  Additionally, in accordance with
    SFAS 142 and SFAS 144, the Company recorded intangible asset impairment
    charges of $30 million and fixed asset impairment charges of $6 million.
    The Company also recorded a net gain on retirement of debt of $35 million.

                                 Six Months                      Six Months
                                    Ended                           Ended
                                   July 3,                         July 3,
    (In millions, except            2009                            2009
     per share amounts)            Actual        Adjustments      Adjusted
                                   ------        -----------      --------

    Sales                          $5,122            $-            $5,122
    Cost of sales                   4,892             -             4,892
                                    -----           -----           -----
        Gross profit                  230             -               230
    Administrative and selling
     expenses                         224             -               224
    Amortization of
     intangible assets                 11             -                11
    Restructuring charges
     and fixed asset impairments       50           (50) (a)            -
    Intangible asset impairments       30           (30) (b)            -
    Other income - net                 (4)            -                (4)
                                      ---           ---               ---
        Operating losses              (81)           80                (1)
    Interest expense - net             82             -                82
    Gain on retirement
     of debt - net                    (35)           35 (c)             -
    Account receivable
     securitization costs               2             -                 2
    Equity in earnings of
     affiliates, net of tax            (4)            -                (4)
                                      ---           ---               ---
        Losses before income taxes   (126)           45               (81)
    Income tax expense                  9            10 (d)            19
                                      ---           ---               ---
        Net losses                   (135)           35              (100)
    Less: Net earnings attributable
          to noncontrolling interest,
          net of tax                    7             -                 7
                                      ---           ---               ---
        Net losses attributable
         to TRW                     $(142)          $35             $(107)
                                     =====          ===             ======

    Effective tax rate                n.m.                            n.m.

    Basic losses per share:
      Losses per share             $(1.40)                         $(1.06)
                                   =======                          ======
      Weighted average shares
       outstanding                  101.3                           101.3
                                    =====                           =====

    Diluted losses per share:
      Losses per share             $(1.40)                         $(1.06)
                                  =======                           ======
      Weighted average
       shares outstanding           101.3                           101.3
                                    =====                           =====

    (a)  Represents the elimination of restructuring charges and fixed asset
         impairments.
    (b)  Represents the elimination of intangible asset impairments.
    (c)  Represents the elimination of the gain on retirement of debt.
    (d)  Represents the elimination of the income tax impact of the above
         adjustments.

    n.m. - not meaningful

                                         A9

                           TRW Automotive Holdings Corp.

           Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
                                    (Unaudited)

    During the three months ended June 27, 2008, in accordance with SFAS 144,
    the Company recorded fixed asset impairment charges of $14 million.
    Additionally, the Company recorded restructuring charges of $10 million
    related primarily to severance, retention and outplacement services.

                              Three Months                    Three Months
                                 Ended                           Ended
                                June 27,                        June 27,
    (In millions, except          2008                            2008
     per share amounts)          Actual        Adjustments      Adjusted
                                 ------        -----------      --------

    Sales                        $4,446            $-            $4,446
    Cost of sales                 4,045             -             4,045
                                  -----           -----           -----
        Gross profit                401             -               401
    Administrative and
     selling expenses               136             -               136
    Amortization of
     intangible assets                9             -                 9
    Restructuring charges and
     fixed asset impairments         24           (24) (a)            -
    Other expense - net               8             -                 8
                                    ---           ---               ---
        Operating income            224            24               248
    Interest expense - net           43             -                43
    Account receivable
     securitization costs             1             -                 1
    Equity in earnings
     of affiliates, net of tax       (8)            -                (8)
                                    ---           ---               ---
        Earnings before
         income taxes               188            24               212
    Income tax expense               56             3  (b)           59
                                    ---           ---               ---
        Net earnings                132            21               153
    Less:  Net earnings attributable
           to noncontrolling
           interest, net of tax       5             -                 5
                                    ---           ---               ---
        Net earnings
         attributable to TRW       $127           $21              $148
                                   ====           ===              ====

    Effective tax rate               30%                             28%

    Basic earnings per share:
      Earnings per share          $1.26                           $1.46
                                  =====                           =====
      Weighted average
       shares outstanding         101.1                           101.1
                                  =====                           =====

    Diluted earnings per share:
      Earnings per share          $1.24                           $1.44
                                  =====                           =====
      Weighted average
       shares outstanding         102.6                           102.6
                                  =====                           =====

    (a)  Represents the elimination of restructuring charges and fixed asset
         impairments.
    (b)  Represents the elimination of the income tax impact of the above
         adjustment.

                                       A10

                          TRW Automotive Holdings Corp.

            Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
                                   (Unaudited)

    During the six months ended June 27, 2008, in accordance with SFAS 144,
    the Company recorded fixed asset impairment charges of $18 million.
    Additionally, the Company recorded restructuring charges of $14 million
    related primarily to severance, retention and outplacement services.

                               Six Months                     Six Months
                                 Ended                           Ended
                                June 27,                        June 27,
    (In millions, except          2008                            2008
     per share amounts)          Actual        Adjustments      Adjusted
                                 ------        -----------      --------

    Sales                        $8,590             $-           $8,590
    Cost of sales                 7,848              -            7,848
                                  -----            -----          -----
        Gross profit                742              -              742
    Administrative and
     selling expenses               268              -              268
    Amortization of
     intangible assets               18              -               18
    Restructuring charges and
     fixed asset impairments         32            (32) (a)           -
    Other expense - net              12              -               12
                                    ---            ---              ---
        Operating income            412             32              444
    Interest expense - net           91              -               91
    Account receivable
     Securitization costs             2              -                2
    Equity in earnings of
     affiliates, net of tax         (15)             -              (15)
                                    ---            ---              ---
        Earnings before
         income taxes               334             32              366
    Income tax expense              103              3 (b)          106
                                    ---            ---              ---
        Net earnings                231             29              260
    Less:  Net earnings attributable
           to noncontrolling
           interest, net of tax      10              -               10
                                    ---            ---              ---
        Net earnings
         attributable to TRW       $221            $29             $250
                                    ---            ---              ---
    Effective tax rate               31%                             29%

    Basic earnings per share:
      Earnings per share          $2.19                           $2.48
                                   ====                            ====
      Weighted average
       shares outstanding         100.9                           100.9
                                  =====                           =====
    Diluted earnings per share:
      Earnings per share          $2.16                           $2.44
                                   ====                            ====
      Weighted average
       shares outstanding         102.3                           102.3
                                  =====                           =====

    (a)  Represents the elimination of restructuring charges and fixed asset
         impairments.
    (b)  Represents the elimination of the income tax impact of the above
         adjustment.

SOURCE TRW Automotive Holdings Corp.


Source: newswire