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National Press Release

TRW Reports Fourth Quarter and Full Year 2008 Financial Results

Published 2009-02-20 07:00
By TRW Automotive Holdings Corp.

- Fourth-quarter sales of $2.8 billion -- a decline of 28%; full-year sales of $15.0 billion -- an increase of 2%.

- Fourth-quarter GAAP net loss of ($9.35) per share; full-year GAAP net loss of ($7.71) per share.

- Excluding special items, fourth-quarter net loss of ($0.73) per share; full-year net earnings of $1.50 per diluted share.

- Fourth-quarter free cash flow (cash flow from operating activities less capital expenditures) of $625 million; 2008 free cash flow of $291 million.

- Year-end net debt of $2.2 billion -- a decline of $189 million since last year.

LIVONIA, Mich., Feb. 20 /PRNewswire-FirstCall/ -- TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in active and passive safety systems, today reported fourth-quarter 2008 financial results with sales of $2.8 billion, a decrease of 27.6 percent compared to the same period a year ago. The Company reported a GAAP fourth quarter net loss of $946 million or ($9.35) per diluted share, which compares to net earnings of $56 million or $0.55 per diluted share in the prior year period.

The 2008 fourth quarter GAAP net loss includes goodwill and other intangible asset impairment charges of $787 million, restructuring and fixed asset impairment charges of $81 million and a one-off net tax expense of $4 million. Similarly, the prior year fourth quarter included $19 million of restructuring charges and asset impairments and a one-off tax benefit of $14 million. Excluding these special items, TRW's 2008 fourth-quarter net loss was $74 million, or ($0.73) per diluted share, which compares to net earnings of $61 million or $0.59 per diluted share in the prior year period.

The Company's full-year 2008 sales grew to a record $15.0 billion, an increase of 2.0 percent compared with the prior year. For the year, GAAP net losses were $779 million or ($7.71) per diluted share, which compares to 2007 earnings of $90 million or $0.88 per diluted share. Excluding special items, 2008 net earnings were $1.50 per diluted share, down from $2.68 per diluted share a year ago.

"The automotive industry is in the midst of extraordinary challenges resulting from the sudden and steep decline in global automotive production and economic activity. TRW's fourth quarter results reflect those challenges," said John C. Plant, President and Chief Executive Officer. "We are confident the actions we have taken and will continue to take, to align our business with the current industry conditions, will allow us to prevail through these challenging times and prosper when the industry returns to a more stable environment."

Fourth Quarter 2008

The Company reported fourth-quarter 2008 sales of $2.8 billion, a decrease of $1.1 billion or 27.6 percent over the prior year period. The 2008 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.

As a result of the negative economic and automotive industry conditions, demand for the Company's products has declined substantially resulting in the impairment of certain of the Company's long-lived assets including goodwill, customer relationships and fixed assets totaling $854 million. In addition, the Company has incurred restructuring charges relating primarily to employment separations totaling $14 million.

Excluding asset impairments and restructuring charges from both periods, operating income for the fourth quarter of 2008 was a loss of $24 million, which compares to income of $168 million in the prior year period. The year-to-year decrease was driven primarily by the profit impact of lower sales and, to a lesser extent, net currency losses.

Net interest and securitization expense for the fourth quarter of 2008 totaled $48 million, which compares to $56 million in the prior year. The year-to-year decrease is due to lower interest rates between the periods.

Tax expense for the fourth quarter of 2008 was nil, which compares to a $39 million expense in the prior year. The current year period included a net tax expense of $4 million relating to special items while the prior year period included a benefit of $14 million pertaining to a one-off tax matter.

The Company reported a 2008 fourth-quarter GAAP net loss of $946 million, or ($9.35) per diluted share, which compares to GAAP net earnings of $56 million, or $0.55 per diluted share in the 2007 period.

Excluding the special items referred to above, the Company reported a fourth-quarter 2008 net loss of $74 million, or ($0.73) per diluted share, which compares to net earnings of $61 million or $0.59 per diluted share in the 2007 period.

Earnings before interest, securitization costs, taxes, depreciation and amortization and special items ("adjusted EBITDA") were $101 million in the fourth quarter of 2008, as compared to the prior year level of $319 million. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.

Full Year 2008

The Company reported 2008 sales of $15.0 billion, an increase of $293 million or 2.0 percent compared to prior year sales. The increase in sales resulted primarily from the positive effect of foreign currency translation during the first nine months of the year and above trend sales of lower margin modules.

For full-year 2008, the Company incurred goodwill, customer relationship and fixed asset impairments as well as restructuring charges totaling $932 million compared to restructuring charges and asset impairments of $51 million for 2007.

Excluding these restructuring charges and asset impairments from both periods, operating income in 2008 was $464 million, which is a decrease of $211 million or 31 percent compared to the prior year result of $675 million. Positive factors such as savings generated from cost improvement and efficiency programs, including reductions in pension and OPEB related costs, were more than offset by the profit impact resulting from lower core sales, a negative mix of products sold, higher commodity prices, price reductions provided to customers and foreign currency losses.

Net interest and securitization expense for 2008 totaled $184 million, which represents a significant improvement from the prior year result of $233 million. The decline in interest expense resulted primarily from the Company's debt recapitalization completed in the first half of 2007 and lower interest rates between the periods. The debt recapitalization completed last year resulted in $155 million of costs in 2007.

Tax expense in 2008 was $126 million compared to $155 million in the prior year. Excluding one-off tax items recorded in the prior year, tax expense was $126 million in 2008 compared to $175 million in 2007.

The Company reported a 2008 full-year GAAP net loss of $779 million, or ($7.71) per diluted share, which compares to GAAP net earnings of $90 million, or $0.88 per diluted share in 2007.

Excluding special items, the Company reported full-year 2008 net earnings of $153 million, or $1.50 per diluted share, which compares to $276 million or $2.68 per diluted share in 2007.

Adjusted EBITDA totaled $1,039 million, compared to $1,241 million in the prior year. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.

Cash Flow and Capital Structure

Fourth quarter 2008 net cash flow from operating activities was $769 million, which compares to $826 million in the prior year. Fourth quarter 2008 capital expenditures were $144 million compared to $174 million in 2007. Free cash flow (cash flow from operating activities less capital expenditures) was $625 million compared to $652 million in the prior year quarter.

For full-year 2008, net cash flow from operating activities was $773 million, which compares to $737 million in the prior year. Capital expenditures were $482 million in 2008 compared to $513 million in 2007. Free cash flow (cash flow from operating activities less capital expenditures) was $291 million compared to $224 million in 2007.

As of December 31, 2008, the Company had $2,922 million of debt and $766 million of cash and marketable securities, resulting in net debt (defined as debt less cash and marketable securities) of $2,156 million. This compares favorably to net debt of $2,345 million at the end of 2007.

At the end of 2008, committed liquidity facilities and cash on hand provided the Company with available liquidity in excess of $1.5 billion. On February 13, 2009, the Company drew down additional funds under its $1.4 billion revolving credit facility (bringing the total outstanding to $1.1 billion) in order to bolster its liquidity position due to concerns about ongoing disruptions in the financial markets and uncertainty in the automotive industry and global economy.

2009 Outlook

TRW's 2009 planning assumptions for industry production volumes are approximately 9.3 million in North America and 16.5 million for Europe, down 27% and 20%, respectively, compared to 2008 levels. Based on these production levels and the Company's current expectations for foreign currency exchange rates, full-year sales are expected to range between $10.9 billion and $11.3 billion, with first-quarter sales expected to be approximately $2.4 billion.

"We anticipate 2009 will be another challenging year for the automotive industry, especially in our major markets of North America and Europe where customer production volumes are anticipated to be down significantly," said Mr. Plant. "TRW's capital structure and strong liquidity, combined with management's decisive actions to mitigate the effects of the downturn, will help TRW to remain a leading supplier to the world's car manufacturers."

Fourth Quarter and Full Year 2008 Conference Call

The Company will host its fourth-quarter conference call at 8:30 a.m. (EST) today, Friday, February 20th, 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 80725154. 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 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 65,000 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 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, 2007 (our "Form 10-K"), and in our Reports on Form 10-Q for the quarters ended March 28, June 27, and September 26, 2008, such as: production cuts and capacity reductions by vehicle manufacturers and resulting restructuring initiatives, including bankruptcy actions, of our suppliers and customers; the financial condition of OEMs, particularly the Detroit Three, adversely affecting us and the viability of our supply base; disruptions in the financial markets adversely impacting the availability and cost of credit could negatively affect 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; 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; our pension and other postretirement benefits expense and funding requirements could materially increase; 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 and 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 Report on Form 10-K and in our other filings with the Securities and Exchange Commission. We do not undertake any obligation to release publicly any revision to any of these forward-looking statements.

                           TRW Automotive Holdings Corp.

                Index of Condensed Consolidated Financial Information

                                                                         Page

    Consolidated Statements of Operations (unaudited)
    for the three months ended December 31, 2008 and December 31, 2007   A2

    Consolidated Statements of Operations for the years ended
    December 31, 2008 (unaudited) and December 31, 2007                  A3

    Consolidated Balance Sheets as of December 31, 2008 (unaudited)
    and December 31, 2007                                                A4

    Condensed Consolidated Statements of Cash Flows (unaudited)
    for the years ended December 31, 2008 and December 31, 2007          A5

    Reconciliation of Non-GAAP Financial Measures (unaudited)
    for the three months and years ended December 31, 2008 and
    December 31, 2007                                                    A6

    Reconciliation of GAAP Net (Losses) Earnings to Adjusted
    (Losses) Earnings (unaudited) for the three months ended
    December 31, 2008                                                    A7

    Reconciliation of GAAP Net Earnings to Adjusted Earnings (unaudited)
    for the three months ended December 31, 2007                         A8

    Reconciliation of GAAP Net (Losses) Earnings to Adjusted Earnings
    (unaudited) for the year ended December 31, 2008                     A9

    Reconciliation of GAAP Net Earnings to Adjusted Earnings
    (unaudited) for the year ended December 31, 2007                     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, 2007 and Quarterly Reports on Form 10-Q for the periods ended March 28, 2008, June 27, 2008, and September 26, 2008 as filed with the United States Securities and Exchange Commission on February 21, 2008, April 30, 2008, July 31, 2008 and October 30, 2008, respectively.

                                        A2

                           TRW Automotive Holdings Corp.

                       Consolidated Statements of Operations
                                   (Unaudited)

    (In millions, except per share amounts)              Three Months Ended
                                                            December 31,
                                                        2008            2007

    Sales                                             $2,813          $3,886
    Cost of sales                                      2,718           3,563
       Gross profit                                       95             323
    Administrative and selling expenses                  116             146
    Amortization of intangible assets                      4               9
    Restructuring charges and fixed asset impairments     81              19
    Goodwill impairments                                 458               -
    Intangible asset impairments                         329               -
    Other income - net                                    (1)              -
       Operating (losses) income                        (892)            149
    Interest expense - net                                48              55
    Accounts receivable securitization costs               -               1
    Equity in losses (earnings) of affiliates,
     net of tax                                            3              (8)
    Minority interest, net of tax                          3               6
        (Losses) earnings before income taxes           (946)             95
    Income tax expense                                     -              39
         Net (losses) earnings                         $(946)            $56


    Basic (losses) earnings per share:
      (Losses) earnings per share                     $(9.35)          $0.56
      Weighted average shares outstanding              101.2           100.6

    Diluted (losses) earnings per share:
      (Losses) earnings per share                     $(9.35)          $0.55
      Weighted average shares outstanding              101.2           102.7

                                      A3

                           TRW Automotive Holdings Corp.

                       Consolidated Statements of Operations

    (In millions, except per share amounts)                    Years Ended
                                                               December 31,
                                                              2008     2007
                                                          (Unaudited)

    Sales                                                   $14,995  $14,702
    Cost of sales                                            13,977   13,494
       Gross profit                                           1,018    1,208
    Administrative and selling expenses                         523      537
    Amortization of intangible assets                            31       36
    Restructuring charges and fixed asset impairments           145       51
    Goodwill impairments                                        458        -
    Intangible asset impairments                                329        -
    Other income - net                                            -      (40)
       Operating (losses) income                               (468)     624
    Interest expense - net                                      182      228
    Loss on retirement of debt                                    -      155
    Accounts receivable securitization costs                      2        5
    Equity in earnings of affiliates, net of tax                (14)     (28)
    Minority interest, net of tax                                15       19
        (Losses) earnings before income taxes                  (653)     245
    Income tax expense                                          126      155
         Net (losses) earnings                                $(779)     $90

    Basic (losses) earnings per share:
      (Losses) earnings per share                            $(7.71)   $0.90
      Weighted average shares outstanding                     101.1     99.8

    Diluted (losses) earnings per share:
      (Losses) earnings per share                            $(7.71)   $0.88
      Weighted average shares outstanding                     101.1    102.8

                                      A4

                           TRW Automotive Holdings Corp.

                            Consolidated Balance Sheets

    (Dollars in millions)                                          As of
                                                                December 31,
                                                               2008     2007
                                                            (Unaudited)

                                     Assets
    Current assets:
       Cash and cash equivalents                               $756     $895
       Marketable securities                                     10        4
       Accounts receivable - net                              1,570    2,313
       Inventories                                              694      822
       Prepaid expenses and other current assets                127       65
       Deferred income taxes                                     82      227
    Total current assets                                      3,239    4,326

      Property, plant and equipment - net                     2,518    2,910
    Goodwill                                                  1,765    2,243
    Intangible assets - net                                     373      710
    Pension asset                                               801    1,461
    Deferred income taxes                                        93       88
    Other assets                                                483      552
    Total assets                                             $9,272  $12,290

         Liabilities, Minority Interests and Stockholders' Equity

    Current liabilities:
       Short-term debt                                          $66      $64
       Current portion of long-term debt                         53       30
       Trade accounts payable                                 1,793    2,406
       Accrued compensation                                     219      298
       Income taxes                                              23       63
       Other current liabilities                              1,010      854
    Total current liabilities                                 3,164    3,715

    Long-term debt                                            2,803    3,150
    Postretirement benefits other than pensions                 486      591
    Pension benefits                                            778      497
    Deferred income taxes                                       232      552
    Long-term liabilities                                       541      459
       Total liabilities                                      8,004    8,964

    Minority interests                                          137      134

    Commitments and contingencies

    Stockholders' equity:
       Capital stock                                              1        1
       Treasury stock                                             -        -
       Paid-in-capital                                        1,199    1,176
       (Accumulated deficit)/retained earnings                 (378)     398
       Accumulated other comprehensive earnings                 309    1,617
    Total stockholders' equity                                1,131    3,192
    Total liabilities, minority interests and
     stockholders' equity                                    $9,272  $12,290

                                     A5

                           TRW Automotive Holdings Corp.

                    Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

    (Dollars in millions)                               Years Ended
                                                        December 31,
                                                    2008            2007

    Operating Activities
    Net (losses) earnings                          $(779)            $90
     Adjustments to reconcile net earnings to net
      cash provided by operating activities:
     Depreciation and amortization                   576             557
     Net pension and other postretirement
      benefits income and contributions             (192)           (184)
     Net gain on sale of assets                       (5)            (20)
     Loss on retirement of debt                        -             155
     Fixed asset impairment charges                   87              16
     Goodwill and intangible asset
      impairment charges                             787               -
     Other - net                                      43               7
     Changes in assets and liabilities,
      net of effects of businesses acquired:
      Accounts receivable, net                       612             (66)
     Inventories                                      91              22
     Trade accounts payable                         (460)            133
     Prepaid expense and other assets                (67)            144
     Other liabilities                                80            (117)
     Net cash provided by operating activities       773             737

    Investing Activities
    Capital expenditures, including other
     intangible assets                              (482)           (513)
    Acquisitions of businesses,
     net of cash acquired                            (40)            (12)
    Termination of interest rate swaps                 -             (12)
    Investment in affiliates                          (1)             (1)
    Purchase price adjustments                         -               3
    Proceeds from sale/leaseback transactions          1              28
    Net proceeds from asset sales                     15              39
    Net cash used in investing activities           (507)           (468)

    Financing Activities
    Change in short-term debt                          6             (27)
    Net (repayments on) proceeds from revolving
     credit facility                                (229)            429
    Proceeds from issuance of long-term debt,
     net of fees                                       6           2,591
    Redemption of long-term debt                     (68)         (3,011)
    Proceeds from exercise of stock options            4              29
    Other - net                                       (6)              -
       Net cash (used in) provided by financing
        activities                                  (287)             11
    Effect of exchange rate changes on cash         (118)             37
    Increase (decrease) in cash and cash
     equivalents                                    (139)            317
    Cash and cash equivalents at beginning of
     period                                          895             578
    Cash and cash equivalents at end of period      $756            $895

                                   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, 2007 and Quarterly Reports on Form 10-Q for the periods ended March 28, 2008, June 27, 2008, and September 26, 2008 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, including use in connection with forecasting future periods. Management believes that investors will likewise find EBITDA useful in evaluating such performance. EBITDA is frequently used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry.

Adjusted EBITDA is defined as EBITDA adjusted to exclude restructuring charges, asset impairments and other significant special items. Management believes that Adjusted EBITDA is useful to both management and investors because excluding these items is helpful in understanding the performance of on-going operations separate from items that may have a disproportionate impact on the Company's financial results in any particular period.

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   Years Ended
                                             December 31,      December 31,
                                           2008       2007    2008       2007

    GAAP net (losses) earnings            $(946)      $56    $(779)      $90
       Income tax expense                     -        39      126       155
       Interest expense - net                48        55      182       228
       Loss on retirement of debt             -         -        -       155
       Accounts receivable
        securitization costs                  -         1        2         5
       Depreciation and amortization        131       149      576       557
    EBITDA                                 (767)      300      107     1,190

        Restructuring charges and
         fixed asset impairments             81        19      145        51
        Goodwill impairments                458         -      458         -
        Intangible asset impairments        329         -      329         -
    Adjusted EBITDA                        $101      $319   $1,039    $1,241

Free Cash Flow

Free cash flow represents net cash provided by operating activities less capital expenditures, and is used by management in its analysis of the Company's ability to service and repay its debt and for forecasting future periods. However, this measure should not be used as a substitute for net cash 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     Years Ended
                                        December 31,        December 31,
                                      2008        2007    2008        2007
    Cash flow provided by operating
     activities                       $769        $826    $773        $737
     Capital expenditures             (144)       (174)   (482)       (513)
    Free cash flow                    $625        $652    $291        $224

                                     A7

                         TRW Automotive Holdings Corp.

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

In accordance with SFAS 142 and SFAS 144, the Company recorded goodwill impairment charges of $458 million, intangible asset impairment charges of $329 million and fixed asset impairment charges of $67 million. Additionally, the Company recorded restructuring charges of $25 million related primarily to severance, retention and outplacement services, and net curtailment gains of $11 million.

    (In millions, except per
     share amounts)               Three Months                    Three Months
                                     Ended                           Ended
                                  December 31,                    December 31,
                                      2008                           2008
                                     Actual        Adjustments     Adjusted

    Sales                            $2,813            $-           $2,813
    Cost of sales                     2,718             -            2,718
        Gross profit                     95             -               95
    Administrative and
     selling expenses                   116             -              116
    Amortization of
     intangible assets                    4             -                4
    Restructuring charges and
     fixed asset impairments             81           (81)(a)            -
    Goodwill impairments                458          (458)(b)            -
    Intangible asset impairments        329          (329)(c)            -
    Other income - net                   (1)            -               (1)
        Operating (losses) income      (892)          868              (24)
    Interest expense, net                48             -               48
    Account receivable
     securitization costs                 -             -                -
    Equity in earnings of
     affiliates, net of tax               3             -                3
    Minority interest, net of tax         3             -                3
        (Losses) earnings before
         income taxes                  (946)          868              (78)
    Income tax expense                    -            (4)(d)           (4)

        Net (losses) earnings         $(946)         $872             $(74)

    Effective tax rate                    -                              -

    Basic (losses) earnings
     per share:
      (Losses) earnings
       per share                     $(9.35)                        $(0.73)
      Weighted average shares
       outstanding                    101.2                          101.2

    Diluted (losses)
     earnings per share:
      (Losses) earnings
       per share                     $(9.35)                        $(0.73)
      Weighted average shares
       outstanding                    101.2                          101.2

    (a) Represents the elimination of restructuring charges, fixed asset
        impairments and net curtailment gains.
    (b) Represents the elimination of goodwill impairments.
    (c) Represents the elimination of intangible asset impairments.
    (d) Represents the elimination of a tax benefit recorded through other
        comprehensive earnings of $2 million, the tax benefit related to
        restructuring charges and each of the impairments of $18 million,
        and the tax expense related to the one-time write off of certain
        tax assets of $24 million.

                                      A8

                         TRW Automotive Holdings Corp.

              Reconciliation of GAAP Net Earnings to Adjusted Earnings
                                  (Unaudited)

The Company recorded restructuring charges and fixed asset impairments of $19 million, of which $10 million related primarily to severance, retention and outplacement services and $9 million related to fixed asset impairments.

In accordance with SFAS 109, the Company recorded a non-cash tax benefit of $11 million related to pension and OPEB gains recorded through other comprehensive earnings.

    (In millions, except per
     share amounts)               Three Months                    Three Months
                                     Ended                           Ended
                                  December 31,                    December 31,
                                      2007                           2007
                                     Actual        Adjustments     Adjusted

    Sales                            $3,886            $-          $3,886
    Cost of sales                     3,563             -           3,563
        Gross profit                    323             -             323
    Administrative and selling
     expenses                           146             -             146
    Amortization of intangible
     assets                               9             -               9
    Restructuring charges and
     fixed asset impairments             19           (19)(a)           -
    Goodwill impairments                  -             -               -
    Intangible asset impairments          -             -               -
    Other income - net                    -             -               -
        Operating income                149            19             168
    Interest expense, net                55             -              55
    Account receivable
     securitization costs                 1             -               1
    Equity in earnings of
     affiliates, net of tax              (8)            -              (8)
    Minority interest, net of tax         6             -               6
        Earnings before income taxes     95            19             114
    Income tax expense                   39            14(b)           53

        Net earnings                    $56            $5             $61

    Effective tax rate                   41%                           46%

    Basic earnings per share:
      Earnings per share              $0.56                         $0.61
      Weighted average shares
       outstanding                    100.6                         100.6

    Diluted earnings per share:
      Earnings per share              $0.55                         $0.59
      Weighted average shares
       outstanding                    102.7                         102.7

    (a) Represents the elimination of the restructuring charges and fixed
        asset impairments.
    (b) Represents the elimination of the tax benefit related to the SFAS
        109 adjustment of $11 million and the elimination of the tax benefit
        related to restructuring charges and fixed asset impairments of $3
        million.

                                      A9

                            TRW Automotive Holdings Corp.

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

In accordance with SFAS 142 and SFAS 144, the Company recorded goodwill impairment charges of $458 million, intangible asset impairment charges of $329 million and fixed asset impairment charges of $87 million. Additionally, the Company recorded restructuring charges of $69 million related primarily to severance, retention and outplacement services, and net curtailment gains of $11 million.

    (In millions, except per
     share amounts)                  Year Ended                   Year Ended
                                     December 31,                 December 31,
                                        2008                         2008
                                       Actual       Adjustments    Adjusted

    Sales                             $14,995           $-          $14,995
    Cost of sales                      13,977            -           13,977
        Gross profit                    1,018            -            1,018
    Administrative and
     selling expenses                     523            -              523
    Amortization of
     intangible assets                     31            -               31
    Restructuring charges and
     fixed asset impairments              145         (145)(a)            -
    Goodwill impairments                  458         (458)(b)            -
    Intangible asset impairments          329         (329)(c)            -
    Other income - net                      -            -                -
        Operating (losses) income        (468)         932              464
    Interest expense, net                 182            -              182
    Loss on retirement of debt              -            -                -
    Account receivable
     securitization costs                   2            -                2
    Equity in earnings of
     affiliates, net of tax               (14)           -              (14)
    Minority interest, net of tax          15            -               15
        (Losses) earnings before
         income taxes                    (653)         932              279
    Income tax expense                    126            - (d)          126

        Net (losses) earnings           $(779)        $932             $153

    Effective tax rate                      -                            45%

    Basic (losses) earnings
     per share:
      (Losses) earnings per share      $(7.71)                        $1.51
      Weighted average shares
       outstanding                      101.1                         101.1

    Diluted (losses) earnings
     per share:
      (Losses) earnings per share      $(7.71)                        $1.50
      Weighted average shares
       outstanding                      101.1                         102.0

    (a) Represents the elimination of restructuring charges, fixed asset
        impairments and net curtailment gains.
    (b) Represents the elimination of goodwill impairments.
    (c) Represents the elimination of intangible asset impairments.
    (d) Represents the elimination of a tax benefit recorded through other
        comprehensive earnings of $2 million, the tax benefit related to
        restructuring charges and each of the impairments of $22 million,
        and the tax expense related to the one-time write off of certain
        tax assets of $24 million, which together net to zero.
     

                                     A10

                         TRW Automotive Holdings Corp.

               Reconciliation of GAAP Net Earnings to Adjusted Earnings
                                 (Unaudited)

In conjunction with the Company's tender offer and repurchases of its then outstanding old notes, the Company recorded a loss on retirement of debt of $148 million during the year ended December 31, 2007. This loss included $112 million for redemption premiums paid, $20 million for the write-off of deferred debt issue costs, $11 million relating to the principal amount in excess of carrying value of the 9?% Senior Notes and $5 million of fees. Such loss on retirement of debt carries zero tax benefit due to the Company's tax loss position in the respective jurisdiction.

The Company entered into its Fifth Amended and Restated Credit Agreement dated as of May 9, 2007, which provides for $2.5 billion in senior secured credit facilities, consisting of (i) a 5-year $1.4 billion Revolving Credit Facility, (ii) a 6-year $600 million Term Loan A-1 Facility and (iii) a 6.75-year $500 million Term Loan B-1 Facility (collectively, the "Facilities"). Proceeds from the Facilities were used to refinance $2.5 billion of existing senior secured credit facilities and pay fees and expenses related to the refinancing. The Company recorded a loss on retirement of debt related to the transaction of $7 million during the year ended December 31, 2007. Such loss on retirement of debt carries zero tax benefit due to the Company's tax loss position in the respective jurisdiction.

In addition, the Company recorded restructuring charges and fixed asset impairments of $51 million, of which $35 million related primarily to severance, retention and outplacement services and $16 million related to fixed asset impairments.

In accordance with SFAS 109, the Company also recorded a non-cash tax benefit of $11 million related to pension and OPEB gains recorded through other comprehensive earnings.

    (In millions, except per
     share amounts)                  Year Ended                   Year Ended
                                     December 31,                 December 31,
                                        2007                         2007
                                       Actual     Adjustments      Adjusted

    Sales                           $14,702           $-            $14,702
    Cost of sales                    13,494            -             13,494
        Gross profit                  1,208            -              1,208
    Administrative and selling
     expenses                           537            -                537
    Amortization of intangible
     assets                              36            -                 36
    Restructuring charges and
     fixed asset impairments             51          (51)(a)              -
    Goodwill impairments                  -            -                  -
    Intangible asset impairments          -            -                  -
    Other income - net                  (40)           -                (40)
        Operating income                624           51                675
    Interest expense, net               228            -                228
    Loss on retirement of debt          155         (155)(b)              -
    Account receivable
     securitization costs                 5            -                  5
    Equity in earnings of
     affiliates, net of tax             (28)           -                (28)
    Minority interest, net of tax        19            -                 19
        Earnings before income taxes    245          206                451
    Income tax expense                  155           20(c)             175

        Net earnings                    $90         $186               $276

    Effective tax rate                   63%                            39%

    Basic earnings per share:
      Earnings per share              $0.90                           $2.77
      Weighted average shares
       outstanding                     99.8                            99.8

    Diluted earnings per share:
      Earnings per share              $0.88                           $2.68
      Weighted average shares
       outstanding                    102.8                           102.8

    (a) Reflects the elimination of restructuring charges and fixed asset
       impairments.
    (b) Reflects the elimination of the loss on retirement of debt.
    (c) Represents the elimination of the tax benefit related to the SFAS 109
        adjustment of $11 million and the tax benefit related to restructuring
        charges and fixed asset impairments of $9 million.

SOURCE TRW Automotive Holdings Corp.



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