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TRW Automotive Reports First Quarter 2005 Financial Results

LIVONIA, Mich., May 5, 2005 -- TRW Automotive Holdings Corp. , the global leader in active and passive safety systems, today reported first-quarter 2005 sales of $3.2 billion, an increase of 10% compared to the same period a year ago. Net earnings were $50 million or $0.50 per diluted share, which compares to $2 million or $0.02 per diluted share in the prior year quarter. The Company's first-quarter 2005 included five additional calendar days as compared to the previous year period.

(Logo: http://www.newscom.com/cgi-bin/prnh/20010824/TRWLOGO )

First quarter earnings were above previously provided guidance primarily due to the timing of restructuring actions with associated pre-tax expenses estimated at $22 million that were expected to be incurred in the quarter. These actions and related charges are now expected to be incurred in the second quarter of 2005. First-quarter 2004 included expenses of $47 million, or $0.48 per diluted share, for charges associated with debt retirement and refinancing transactions. Excluding these charges, prior year first quarter earnings were $49 million or $0.50 per diluted share.

"Despite continuing tough industry conditions and developments, our first quarter results from operations were in line with our expectations, which can be attributed to our broad diversification and increasing demand for the Company's strategically focused portfolio of safety systems and products," said John C. Plant, president and chief executive officer.

"During the quarter, our cost management and reduction programs allowed us to mitigate the costs associated with a higher level of commodity inflation and other industry and customer related issues. For the remainder of the year, we must execute our operating plans with precision to succeed in this difficult industry environment and be in a position to deliver our operational and financial commitments." Mr. Plant added, "Although we've benefited from industry leading diversity, either by product, customer or geography, further industry related pressures, including substantial production cuts by vehicle manufacturers, will cause us to reassess the Company's financial outlook for the year."

First Quarter 2005 Compared to the Prior Year Period

The Company reported first-quarter 2005 sales of $3.2 billion, an increase of $302 million or 10% compared to prior year sales of $2.9 billion. The increase resulted primarily from sales of new products, foreign currency translation and the effect of five additional calendar days in the current quarter, partially offset by pricing provided to customers and lower vehicle production volumes in North America. Operating income for first-quarter 2005 was $155 million, an increase of $2 million compared to the prior year period of $153 million. The increase resulted primarily from a higher level of sales together with cost savings, partially offset by pricing provided to customers, the continued impact of commodity inflation and other business issues related to customer and supplier solvency. Restructuring expenses in the first quarter of 2005 were $8 million, as compared to $5 million in the prior year quarter.

Net interest and securitization expense for the first quarter of 2005 totaled $59 million, which included expenses of $3 million related to the refinancing of the Company's bank debt facilities completed in January of 2005. In comparison, net interest and securitization expense in the prior year totaled $63 million. The year-to-year reduction in expense can be attributed to the Company's deleveraging activities, which include debt reduction and other capital structure improvement efforts, offset partially by rising interest rates.

The prior year quarter included $47 million of debt retirement and refinancing expenses primarily for premiums paid on high-yield notes redeemed with proceeds from the Company's initial public offering in February 2004 and other expenses related to a January 2004 bank debt refinancing.

The Company reported first-quarter 2005 net earnings of $50 million or $0.50 per diluted share, compared to $2 million or $0.02 per diluted share in the prior year period. Prior year results, excluding debt retirement and refinancing expenses of $47 million, were $49 million or $0.50 per diluted share.

Earnings before interest, securitization costs, loss on retirement of debt, taxes, depreciation and amortization ("EBITDA") were $283 million for first-quarter 2005, which compares to prior year EBITDA of $276 million. Excluding the year-to-year impact of restructuring expenses, as previously mentioned, EBITDA improved by $10 million or by 4%.

Capital Structure/Liquidity

In the first quarter, net cash used in operating activities totaled $51 million, with the outflow driven mainly by seasonal factors. Capital expenditures for the quarter were $83 million compared to $67 million in the prior year quarter. As of April 1, 2005, the Company had $2,930 million of debt and $451 million of cash and marketable securities, resulting in net debt (defined as debt less cash and marketable securities) of $2,479 million. Net debt declined by $370 million compared to the prior year level and increased $107 million from year-end 2004. The increase from year-end was due primarily to seasonal factors.

In January 2005, the Company drew on its credit facilities as part of the refinancing transaction it initiated in December of 2004. Under the initial draw, the Company utilized proceeds from its new term loan facilities and a portion of its revolving credit facility to repay applicable outstanding balances under its existing facilities. Prior to quarter-end, the Company utilized available cash to pay-down amounts outstanding under its revolving credit facility.

On March 11, 2005, the Company repurchased 7.3 million common shares of TRW stock from Northrop Grumman Corporation for a total of $143 million. Also on March 11, 2005, in a separate transaction, the Company raised $143 million of proceeds from the private sale of 7.3 million shares of common stock issued to institutional investors.

On March 31, 2005, the Company commenced a process to redeem a portion of its 10-1/8% Euro-based senior notes due 2013, equivalent to approximately $63 million (USD) of debt. This transaction closed on May 3, 2005, and was funded with a portion of the proceeds raised from the previously discussed sale of common stock. As a result of this transaction, the Company expects to incur pre-tax expenses of approximately $7 million for premiums and associated fees in the second quarter of 2005.

2005 Outlook

For full-year 2005, the Company expects revenue in the range $12.6 to $13.0 billion and earnings per diluted share in the range of $1.43 to $1.63. This guidance range has been updated to reflect previously mentioned bond redemption expenses, currency exchange assumptions and increased restructuring costs. Excluding $7 million of pre-tax bond redemption expenses, net earnings are expected to be in the range of $1.50 to $1.70 per diluted share.

Earnings guidance now includes restructuring related expenses of approximately $55 million, an increase from the Company's prior guidance of $35 million. This guidance also includes $33 million of expenses for amortization of intangibles resulting from the February 2003 acquisition of the Company by affiliates of The Blackstone Group L.P. and assumes an effective tax rate in the range of 45% to 50%. Lastly, the Company expects capital expenditures to total approximately 4% of sales for the year.

For the second quarter of 2005, the Company expects revenue of approximately $3.3 billion and earnings per diluted share in the range of $0.21 to $0.33. This guidance range includes approximately $7 million of pre- tax bond redemption expenses as discussed previously, which when excluded, results in expected earnings in the range of $0.28 to $0.40. Additionally, second quarter guidance includes pre-tax restructuring costs of approximately $45 million.

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"). Management believes these non-GAAP measures are useful to evaluate operating performance and/or regularly used by security analysts, institutional investors and other interested parties in the evaluation of the Company. Non-GAAP measures are not purported to be a substitute for any GAAP measure and as calculated, may not be comparable to other similarly titled measures of other companies. For a reconciliation of non-GAAP measures appearing in this release to the closest GAAP measure, please see the financial schedules that accompany this release.

About TRW

With 2004 sales of $12.0 billion, TRW Automotive ranks among the world's top 10 automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, employs approximately 60,000 people in 24 countries. 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 http://www.trwauto.com/ .

                      TRW Automotive Holdings Corp.

          Index of Condensed Consolidated Financial Information

                                                                        Page

  Consolidated Statements of Operations (unaudited)
  for the three months ended April 1, 2005 and March 26, 2004            A2

  Consolidated Balance Sheets
  as of April 1, 2005 (unaudited) and December 31, 2004                  A3

  Condensed Consolidated Statements of Cash Flows (unaudited)
  for the three months ended April 1, 2005 and March 26, 2004            A4

  Reconciliation of GAAP Net Earnings to EBITDA (unaudited)
  for the three months ended April 1, 2005 and March 26, 2004            A5

The accompanying unaudited consolidated financial information and reconciliation of GAAP net earnings to EBITDA should be read in conjunction with the TRW Automotive Holdings Corp. Form 10-K for the year ended December 31, 2004 as filed with the United States Securities and Exchange Commission on February 23, 2005.

                                    A1

                      TRW Automotive Holdings Corp.

                  Consolidated Statements of Operations
                               (Unaudited)

                                                     Three Months Ended
  (In millions, except per share amounts)      April 1, 2005  March 26, 2004

  Sales                                             $3,225         $2,923
  Cost of sales                                      2,861          2,599
     Gross profit                                      364            324
  Administrative and selling expenses                  136            124
  Research and development expenses                     54             37
  Amortization of intangible assets                      8              9
  Restructuring charges and asset impairments            8              5
  Other (income) expense - net                           3            (4)
     Operating income                                  155            153
  Interest expense - net                                58             62
  Loss on retirement of debt                             -             47
  Accounts receivable securitization costs               1              1
     Earnings before income taxes                       96             43
  Income tax expense                                    46             41
     Net earnings                                      $50             $2

  Basic earnings per share:
    Earnings per share                               $0.51          $0.02
    Weighted average shares                           99.0           94.3

  Diluted earnings per share:
    Earnings per share                               $0.50          $0.02
    Weighted average shares                          101.0           97.8

                                    A2

                      TRW Automotive Holdings Corp.

                       Consolidated Balance Sheets

                                                         As of
  (Dollars in millions)                      April 1, 2005 December 31, 2004
                                               (Unaudited)
                              Assets
  Current assets:
    Cash and cash equivalents                      $435           $790
    Marketable securities                            16             19
    Accounts receivable - net                     1,904          1,813
    Inventories                                     667            684
    Prepaid expenses                                 57             34
    Deferred income taxes                           170            176
  Total current assets                            3,249          3,516

  Property, plant and equipment - net             2,530          2,635

  Goodwill                                        2,357          2,357
  Intangible assets - net                           758            765
  Prepaid pension cost                              201            190
  Deferred income taxes                              98             91
  Other assets                                      554            560
       Total assets                              $9,747        $10,114

     Liabilities, Minority Interests and Stockholders' Equity
  Current liabilities:
    Short-term debt                                 $38            $40
    Current portion of long-term debt                17             19
    Trade accounts payable                        1,794          1,887
    Accrued compensation                            267            309
    Income taxes payable                            240            233
    Other current liabilities                     1,011            992
  Total current liabilities                       3,367          3,480

  Long-term debt                                  2,875          3,122
  Post-retirement benefits other than pensions      953            959
  Pension benefits                                  813            843
  Deferred income taxes                             267            268
  Long-term liabilities                             275            272
  Total liabilities                               8,550          8,944
  Minority interests                                 60             65
  Commitments and contingencies
  Stockholders' equity:
    Capital stock                                     1              1
    Treasury stock                                    -              -
    Paid-in-capital                               1,131          1,131
    Accumulated deficit                             (22)           (72)
    Accumulated other comprehensive earnings         27             45
  Total stockholders' equity                      1,137          1,105
      Total liabilities, minority interests,
       and stockholders' equity                  $9,747        $10,114

                                    A3

                      TRW Automotive Holdings Corp.

             Condensed Consolidated Statements of Cash Flows
                               (Unaudited)

                                                       Three Months Ended
  (Dollars in millions)                              April 1,      March 26,
                                                      2005           2004
  Operating Activities
  Net earnings                                         $50             $2
  Adjustments to reconcile net earnings to
   net cash used in operating activities:
      Depreciation and amortization                    128            123
      Other - net                                      (20)            32
  Changes in assets and liabilities, net of
   effects of businesses acquired or divested         (209)          (366)
        Net cash used in operating activities          (51)          (209)

  Investing Activities
  Capital expenditures                                 (83)           (67)
  Net proceeds from asset sales and divestitures         -            107
  Other - net                                            -             (2)
        Net cash (used in) provided by investing
         activities                                    (83)            38

  Financing Activities
  Decrease in short-term debt                           (1)           (10)
  Proceeds from issuance of long-term debt           1,293          1,268
  Redemption of long-term debt                      (1,506)        (1,769)
  Debt issue costs                                      (4)            (6)
  Issuance of capital stock, net of fees               143            635
  Repurchase of capital stock                         (143)          (319)
        Net cash used in financing activities         (218)          (201)
  Effect of exchange rate changes on cash               (3)            (7)
  Decrease in cash and cash equivalents               (355)          (379)
  Cash and cash equivalents at beginning of period     790            828
  Cash and cash equivalents at end of period          $435           $449

                                    A4

                      TRW Automotive Holdings Corp.

              Reconciliation of GAAP Net Earnings to EBITDA
                               (Unaudited)

The reconciliation schedule below should be read in conjunction with the TRW Automotive Holdings Corp. Form 10-K for the year ended December 31, 2004, which contains summary historical data.

The EBITDA measure calculated in the following schedule is a measure used by management to evaluate operating performance. Management believes that EBITDA is useful to investors because it is frequently used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry.

EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net earnings (losses) as an indicator of operating performance, or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies.

                                                     Three Months Ended
  (Dollars in millions)                        April 1, 2005  March 26, 2004

  GAAP net earnings                                  $50             $2
    Income tax expense                                46             41
    Interest expense, net of interest income          58             62
    Accounts receivable securitization costs           1              1
    Loss on retirement of debt                         -             47
    Depreciation and amortization                    128            123

  EBITDA                                            $283           $276

                                    A5