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TRW Reports Record Second Quarter and First-Half 2010 Financial Results

LIVONIA, Mich., Aug. 4, 2010 -- TRW Automotive Holdings Corp. , the global leader in active and passive safety systems, today reported second quarter 2010 financial results with sales of $3.7 billion, an increase of 34 percent compared to the prior year period. The Company reported record GAAP second quarter net earnings of $227 million or $1.78 per diluted share, which compares to a net loss of $11 million or ($0.11) per share in the prior year period.

Excluding restructuring and fixed asset impairment charges, the impact of debt retirement and favorable tax benefits from both periods, the Company reported net earnings of $221 million, or $1.73 per diluted share in the second quarter of this year, which compares to net earnings of $8 million or $0.08 per diluted share in the prior year period.

The operating performance achieved in the second quarter resulted in strong positive operating cash flow less capital expenditures of $340 million, allowing the Company to continue its trend of debt reduction. At quarter end, the Company achieved its lowest level of net debt since becoming an independent company in 2003.

"TRW's impressive results for the second quarter and the first six months of 2010 have been driven by our reduced cost structure and higher levels of vehicle production," said John C. Plant, President and Chief Executive Officer. "TRW's success at winning new business due to our leading technology portfolio combined with the overall industry recovery and dynamic growth in emerging markets provides a solid foundation for future growth."

Second Quarter 2010

The Company reported second-quarter 2010 sales of $3.7 billion, an increase of $929 million or 34 percent from the prior year period. The positive impact on sales resulting from improved global vehicle production volumes, compared to the prior year quarter, was partially offset by the negative impact of currency movements.

The Company's second quarter 2010 operating income was a record $322 million compared with $44 million in the 2009 period. The 2010 and 2009 periods included restructuring and fixed asset impairment charges totaling $3 million and $26 million, respectively. Excluding these charges from both periods, operating income for the second quarter was $325 million, which compares to $70 million in the prior year period. The year-to-year improvement of $255 million was driven primarily by the positive profit impact from the higher level of sales between the two quarters and the positive impact of the Company's restructuring and cost containment actions implemented in 2009, partially offset by higher raw material prices.

Net interest expense for the second quarter of 2010 totaled $41 million, which compares to $42 million in the 2009 period.

Tax expense for the second quarter of 2010 was $52 million, which compares to a tax expense of $14 million in the prior year period. The increase in expense was driven by higher pre-tax earnings in certain geographic locations for the current period, partially offset by a net benefit of $10 million related to favorable resolutions of tax matters in foreign jurisdictions. Excluding tax benefits related to the special items previously noted in both years, tax expense was $62 million in the current quarter compared with $20 million last year.

The Company reported 2010 second quarter GAAP earnings of $227 million, or $1.78 per diluted share, which compares to a GAAP net loss of $11 million, or ($0.11) per share in the 2009 period.

Excluding restructuring and fixed asset impairment charges, the impact of debt retirement and favorable tax benefits from both periods, the Company reported second quarter 2010 net earnings of $221 million, or $1.73 per diluted share, which compares to net earnings of $8 million or $0.08 per diluted share in the 2009 period.

Earnings before interest, taxes, depreciation and amortization and special items ("adjusted EBITDA") were $437 million in the second quarter of 2010, as compared to the prior year level of $192 million. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.

First Half 2010

The Company reported first-half 2010 sales of $7.2 billion, an increase of $2.1 billion or 41 percent compared to prior year sales. The increase in sales resulted from the significantly improved global vehicle production volumes compared to first-half 2009 when industry production fell to its lowest point of the cycle.

For the first-half of 2010, the Company incurred restructuring and fixed asset impairment charges totaling $10 million compared to restructuring and fixed asset impairment charges of $50 million as well as a one-time trademark impairment charge of $30 million for the 2009 period. Excluding these charges from both periods, the Company reported operating income in the first-half of 2010 of $632 million which compares to an operating loss of $1 million in the prior year period. The year-to-year improvement was driven primarily by the positive profit impact of the higher level of sales between the two periods and the positive impact of the Company's restructuring and cost containment actions implemented in 2009.

Net interest expense for the first-half of 2010 totaled $86 million, which compares to $84 million in the prior year period. In addition, the 2010 period included a net loss on retirement of debt totaling $1 million compared with the first-half 2009 period which recognized a net gain on retirement of debt totaling $35 million.

First-half 2010 tax expense was $102 million, which compares to $9 million in the prior year. The increase in expense was driven by higher pre-tax earnings in certain geographic locations for the current period. Excluding the tax benefits related to the special items previously noted in both years, tax expense was $114 million and $19 million in the first-half of 2010 and the first-half of 2009, respectively.

The Company reported record first-half 2010 GAAP net earnings of $431 million, or $3.38 per diluted share, which compares to a GAAP net loss of $142 million, or ($1.40) per share in the prior year period.

Excluding special items, the Company reported net earnings of $430 million in the first-half of 2010, or $3.38 per diluted share, which compares to a net loss of $107 million or ($1.06) per share in the first-half of 2009.

Adjusted EBITDA totaled $862 million in first-half 2010, compared to $235 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 2010 net cash flow provided by operating activities was $402 million, which compares to $23 million in the prior year. The favorable outcome compared with last year resulted primarily from the higher level of profitability in the current quarter partially offset by higher working capital requirements. Capital expenditures were $62 million in the current quarter compared to $37 million last year. Second quarter free cash flow (cash flow from operating activities less capital expenditures) was $340 million, which compares to an outflow of $14 million in the prior year quarter.

For the six month period ended July 2, 2010, net cash flow provided by operating activities totaled $423 million, which compares to a net cash usage of $231 million in first-half 2009. The year-to-year improvement resulted primarily from higher operating income. First-half capital expenditures were $107 million compared to $72 million in 2009. Free cash flow was a positive $316 million in first half 2010 compared to an outflow of $303 million for the same period last year.

As of July 2, 2010, the Company had $2,044 million of debt and $767 million of cash and marketable securities, resulting in net debt (defined as debt less cash and marketable securities) of $1,277 million. This net debt outcome is a historic low for the Company, $306 million lower than the balance at the end of 2009 and $1,192 million lower than the balance at the end of the prior year second quarter. Committed liquidity facilities and cash on hand provided the Company with available liquidity in excess of $1.7 billion as of July 2, 2010.

2010 Outlook

TRW expects full year production to total 11.6 million units in North America and 17.2 million units in Europe. Based on these production levels and the Company's expectations for foreign currency exchange rates, full-year sales are forecast to range between $13.2 and $13.6 billion, with third quarter sales expected to be approximately $3.1 billion.

"Vehicle production schedules were robust during the first half of 2010; however, we anticipate normal seasonality and soft consumer demand will lead to a decline in production levels, primarily in Europe, during the second half of this year," said Mr. Plant. "We are committed to protecting TRW's profitability, managing through potential industry headwinds, such as rising commodity prices, and finishing the year strong."

Second Quarter 2010 Conference Call

The Company will host its second quarter conference call at 8:30 a.m. (Eastern time) today, Wednesday, 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 85617970. 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 earnings (losses), operating income (losses) and diluted earnings per share each excluding special items, tax expense excluding certain net tax benefits, 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 2009 sales of $11.6 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 over 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 could 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, 2009 (our "Form 10-K"), and our Form 10-Q for the quarter ended April 2, 2010 such as: the financial condition of our customers 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; any shortage of supplies adversely affecting us; any further material contraction in automotive sales and production adversely affecting our results, liquidity or the viability of our supply base; escalating pricing pressures from our customers; commodity inflationary pressures adversely affecting our profitability or supply base; our dependence on our largest customers; costs of product liability, warranty and recall claims and efforts by customers to adversely alter contract terms and conditions concerning warranty and recall participation; costs or liabilities relating to environmental, health and safety regulations; limitations on available cash and access to additional capital due to our substantial debt; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; any increase in the expense of our pension and other postretirement benefits or the funding requirements of our pension plans; any impairment of a significant amount of our goodwill or other intangible assets; risks associated with non-U.S. operations, including foreign exchange risks and economic and political 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; assertions by or against us relating to intellectual property rights; the possibility that our largest stockholder's interests will conflict with our or our other stockholders' interests; 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 2, 2010 and July 3, 2009     A2

  Consolidated Statements of Operations (unaudited)
  for the six months ended July 2, 2010 and July 3, 2009       A3

  Condensed Consolidated Balance Sheets as of July 2, 2010
   (unaudited)
  and December 31, 2009                                        A4

  Condensed Consolidated Statements of Cash Flows
   (unaudited)
  for the six months ended July 2, 2010 and July 3, 2009       A5

  Reconciliation of Non-GAAP Financial Measures
   (unaudited)
  for the three and six months ended July 2, 2010 and July
   3, 2009                                                     A6

  Reconciliation of GAAP Net Earnings (Losses) to Adjusted
   Earnings (Losses) (unaudited):

  -- For the three months ended July 2, 2010                   A7
  -- For the six months ended July 2, 2010                     A8
  -- For the three months ended July 3, 2009                   A9
  -- For the six months ended July 3, 2009                    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, 2009 and Quarterly Report on Form 10-Q for the period ended April 2, 2010, which were filed with the United States Securities and Exchange Commission.

                                       A2
                         TRW Automotive Holdings Corp.

                     Consolidated Statements of Operations
                                  (Unaudited)

  (In millions, except per share amounts)           Three Months Ended
                                                    ------------------
                                                       July 2,      July 3,
                                                        2010        2009
                                                    --------     --------

  Sales                                                 $3,661      $2,732
  Cost of sales                                          3,222       2,532
                                                         -----       -----
      Gross profit                                         439         200
  Administrative and selling expenses                      130         117
  Amortization of intangible assets                          6           6
  Restructuring charges and fixed asset impairments          3          26
  Other (income) expense - net                             (22)          7
                                                           ---         ---
      Operating income (losses)                            322          44
  Interest expense - net                                    41          42
  (Gain) loss on retirement of debt - net                    1          (1)
  Equity in (earnings) losses of affiliates, net of
   tax                                                      (9)         (5)
                                                           ---         ---
      Earnings (losses) before income taxes                289           8
  Income tax expense (benefit)                              52          14
                                                           ---         ---
      Net earnings (losses)                                237          (6)
  Less: Net earnings attributable to noncontrolling
   interest, net of tax                                     10           5
                                                           ---         ---
      Net earnings (losses) attributable to TRW           $227        $(11)
                                                          ====        ====

  Basic earnings (losses) per share:
    Earnings (losses) per share                          $1.90      $(0.11)
                                                         =====      ======
    Weighted average shares outstanding                  119.4       101.4
                                                         =====       =====

  Diluted earnings (losses) per share:
    Earnings (losses) per share                          $1.78      $(0.11)
                                                         =====      ======
    Weighted average shares outstanding                  130.7       101.4
                                                         =====       =====

                                       A3
                          TRW Automotive Holdings Corp.

                      Consolidated Statements of Operations
                                   (Unaudited)

                                                    Six Months Ended
                                                    ----------------
                                                      July 2,       July 3,
  (In millions, except per share amounts)               2010        2009
                                                    --------     --------

  Sales                                                 $7,244      $5,122
  Cost of sales                                          6,376       4,892
                                                         -----       -----
      Gross profit                                         868         230
  Administrative and selling expenses                      255         224
  Amortization of intangible assets                         11          11
  Restructuring charges and fixed asset impairments         10          50
  Intangible asset impairments                               -          30
  Other (income) expense - net                             (30)         (4)
                                                           ---         ---
      Operating income (losses)                            622         (81)
  Interest expense - net                                    86          84
  (Gain) loss on retirement of debt - net                    1         (35)
  Equity in (earnings) losses of affiliates, net of
   tax                                                     (17)         (4)
                                                           ---         ---
      Earnings (losses) before income taxes                552        (126)
  Income tax expense (benefit)                             102           9
                                                           ---         ---
      Net earnings (losses)                                450        (135)
  Less: Net earnings attributable to noncontrolling
   interest, net of tax                                     19           7
                                                           ---         ---
      Net earnings (losses) attributable to TRW           $431       $(142)
                                                          ====       =====

  Basic earnings (losses) per share:
    Earnings (losses) per share                          $3.62      $(1.40)
                                                         =====      ======
    Weighted average shares outstanding                  118.9       101.3
                                                         =====       =====

  Diluted earnings (losses) per share:
    Earnings (losses) per share                          $3.38      $(1.40)
                                                         =====      ======
    Weighted average shares outstanding                  130.0       101.3
                                                         =====       =====

                                       A4
                         TRW Automotive Holdings Corp.

                     Condensed Consolidated Balance Sheets

  (Dollars in millions)                                 As of
                                                        -----
                                                     July 2,  December 31,
                                                           2010     2009

                                                   (Unaudited)
                                          Assets
  Current assets:
    Cash and cash equivalents                              $767     $788
    Accounts receivable - net                               2,285    1,943
    Inventories                                               696      660
    Prepaid expenses and other current assets               199      201
                                                            ---      ---
  Total current assets                                    3,947    3,592
  Property, plant and equipment - net                     2,029    2,334
  Goodwill                                                1,755    1,768
  Intangible assets - net                                   313      324
  Pension assets                                            218      179
  Other assets                                              510      535
                                                            ---      ---
    Total assets                                         $8,772   $8,732
                                                         ======   ======

                               Liabilities and Equity
  Current liabilities:
    Short-term debt                                         $30      $18
    Current portion of long-term debt                        20       28
    Trade accounts payable                                2,024    1,912
    Accrued compensation                                    241      256
    Other current liabilities                             1,147    1,094
                                                          -----    -----
  Total current liabilities                               3,462    3,308
  Long-term debt                                          1,994    2,325
  Postretirement benefits other than pensions               463      479
  Pension benefits                                          721      804
  Other long-term liabilities                               493      507
                                                            ---      ---
    Total liabilities                                     7,133    7,423

  Commitments and contingencies

  Stockholders' equity:
    Capital stock                                             1        1
    Treasury stock                                            -        -
    Paid-in-capital                                       1,572    1,553
    Retained earnings (accumulated deficit)                 108     (323)
    Accumulated other comprehensive earnings
     (losses)                                              (190)     (71)
                                                           ----      ---
  Total TRW stockholders' equity                          1,491    1,160
  Noncontrolling interest                                   148      149
                                                            ---      ---
  Total equity                                            1,639    1,309
                                                          -----    -----
  Total liabilities and equity                           $8,772   $8,732
                                                         ======   ======

                                       A5
                          TRW Automotive Holdings Corp.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

  (Dollars in millions)                           Six Months Ended
                                                  ----------------
                                               July 2,             July 3,
                                                    2010             2009
                                                    ----             ----

  Operating Activities
  Net earnings (losses)                         $450                $(135)
  Adjustments to reconcile net earnings
   (losses) to net cash provided by (used
   in) operating activities:
    Depreciation and amortization                232                  239
    Net pension and other postretirement
     benefits income and contributions           (95)                (122)
    Net (gain) loss on retirement of debt          1                  (35)
    Intangible asset impairment charges            -                   30
    Fixed asset impairment charges                (3)                   7
    Net (gain) loss on sales of assets            (1)                  (3)
    Other - net                                    4                    6
  Changes in assets and liabilities, net of
   effects of businesses acquired:
    Accounts receivable - net                   (519)                (247)
    Inventories                                  (88)                  51
    Trade accounts payable                       270                 (115)
    Prepaid expense and other assets             (19)                 107
    Other liabilities                            191                  (14)
                                                 ---                  ---
      Net cash provided by (used in) operating
       activities                                423                 (231)

  Investing Activities
  Capital expenditures, including other
   intangible assets                            (107)                 (72)
  Net proceeds from asset sales                    6                    3
                                                 ---                  ---
      Net cash provided by (used in) investing
       activities                               (101)                 (69)

  Financing Activities
  Change in short-term debt                       11                  (25)
  Net (repayments on) proceeds from
   revolving credit facility                       -                  198
  Proceeds from issuance of long-term
   debt, net of fees                               1                1,075
  Redemption of long-term debt                  (294)              (1,131)
  Proceeds from exercise of stock options         17                    -
  Dividends paid to noncontrolling interest      (12)                  (6)
                                                 ---                  ---
      Net cash provided by (used in) financing
       activities                               (277)                 111
  Effect of exchange rate changes on cash        (66)                   4
                                                 ---                  ---
  Increase (decrease) in cash and cash
   equivalents                                   (21)                (185)
  Cash and cash equivalents at beginning of
   period                                        788                  756
                                                 ---                  ---
  Cash and cash equivalents at end of
   period                                       $767                 $571
                                                ====                 ====

                                        A6
                           TRW Automotive Holdings Corp.

                   Reconciliation of Non-GAAP Financial Measures
                                    (Unaudited)

  EBITDA, Adjusted EBITDA and free cash flow are not recognized terms
   under GAAP and do not purport to be alternatives to the nearest
   GAAP amounts.  Further, since all companies do not use identical
   calculations, our definition and presentation of these measures may
   not be comparable to similarly titled measures reported by other
   companies.

  EBITDA and Adjusted EBITDA
  --------------------------
  EBITDA as calculated below 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 excluding restructuring charges, asset
   impairments and other significant special items.  Management uses
   Adjusted EBITDA to evaluate the performance of ongoing 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 do not purport to be alternatives to net
   earnings (losses) as an indicator of operating performance, nor to
   cash flows from operating activities as a measure of liquidity.
   Additionally, neither is intended to be a measure 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
                                             ------------------
                                          July 2,           July 3,
                                              2010             2009
                                              ----             ----

  GAAP net earnings (losses)
   attributable to TRW                     $227             $(11)
    Income tax expense (benefit)             52               14
    Interest expense - net                   41               42
    Depreciation and amortization           113              122
                                            ---              ---
  EBITDA                                    433              167

      Restructuring charges and fixed
       asset impairments                      3               26
      Intangible asset impairments           -                -
      (Gain) loss on retirement of
       debt -net                              1               (1)
                                            ---              ---
  Adjusted EBITDA                          $437             $192
                                           ====             ====

  (Dollars in millions)                       Six Months Ended
                                              ----------------
                                          July 2,           July 3,
                                             2010              2009
                                             ----              ----

  GAAP net earnings (losses)
   attributable to TRW                    $431             $(142)
    Income tax expense (benefit)           102                 9
    Interest expense - net                  86                84
    Depreciation and amortization          232               239
                                           ---               ---
  EBITDA                                   851               190

      Restructuring charges and fixed
       asset impairments                    10                50
      Intangible asset impairments           -                30
      (Gain) loss on retirement of
       debt -net                             1               (35)
                                           ---               ---
  Adjusted EBITDA                         $862              $235
                                          ====              ====

  Free Cash Flow
  --------------
  Free cash flow represents net cash provided by (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 does not represent
   funds available for investment or other discretionary uses since it
   does not deduct cash used to service debt or for other non-
   discretionary expenditures.

  (Dollars in millions)                       Three Months Ended
                                              ------------------
                                           July 2,              July 3,
                                                2010               2009
                                                ----               ----

  Cash flow provided by (used in)
   operating activities                     $402                $23
  Capital expenditures                       (62)               (37)
                                             ---                ---
  Free cash flow                            $340               $(14)
                                            ====               ====

  (Dollars in millions)                        Six Months Ended
                                               ----------------
                                           July 2,              July 3,
                                                2010               2009
                                                ----               ----

  Cash flow provided by (used in)
   operating activities                     $423              $(231)
  Capital expenditures                      (107)               (72)
                                            ----                ---
  Free cash flow                            $316              $(303)
                                            ====              =====

                                          A7
                            TRW Automotive Holdings Corp.

          Reconciliation of GAAP Net Earnings (Losses) to Adjusted Earnings
                                       (Losses)
                                     (Unaudited)
  Among other adjustments, the Company recorded restructuring charges
  of $7 million primarily related to severance, retention, and
  outplacement services at various production facilities.  This was
  offset by a gain on the sale of a property in the amount of $4
  million
  related to a closed North American braking facility, which was
  impaired in 2008.

                            Three Months                   Three Months
                               Ended                          Ended
                            July 2, 2010                   July 2, 2010
  (In millions, except
   per share amounts)          Actual      Adjustments         Adjusted
                               ------      -----------         --------

  Sales                       $3,661     $     -           $3,661
  Cost of sales                3,222           -            3,222
                               -----         ---            -----
      Gross profit               439           -              439
  Administrative and
   selling expenses              130           -              130
  Amortization of
   intangible assets               6           -                6
  Restructuring charges
   and fixed asset
   impairments                     3          (3)      (a)      -
  Other (income) expense
   - net                         (22)          -              (22)
                                 ---         ---              ---
      Operating income
       (losses)                  322           3              325
  Interest expense - net          41           -               41
  (Gain) loss on
   retirement of debt -
   net                             1          (1)      (b)      -
  Equity in (earnings)
   losses of affiliates,
   net of tax                     (9)          -               (9)
                                 ---         ---              ---
      Earnings (losses)
       before income taxes       289           4              293
  Income tax expense
   (benefit)                      52          10       (c)     62
                                 ---         ---              ---
      Net earnings (losses)      237          (6)             231
  Less: Net earnings
   attributable to
   noncontrolling
   interest, net of tax           10           -               10
                                 ---         ---              ---
      Net earnings (losses)
       attributable to TRW      $227         $(6)            $221
                                ====         ===             ====

  Basic earnings
   (losses) per share:
    Earnings (losses) per
     share                     $1.90                        $1.85
                               =====                        =====
    Weighted average
     shares outstanding        119.4                        119.4
                               =====                        =====

  Diluted earnings
   (losses) per share:
    Earnings (losses) per
     share                     $1.78                        $1.73
                               =====                        =====
    Weighted average
     shares outstanding        130.7                        130.7
                               =====                        =====
  __________

  (a)  Represents the elimination of restructuring charges and fixed asset
       impairments.
  (b)  Represents the elimination of the loss on retirement of debt.
  (c)  Represents the elimination of a $10 million tax benefit related to
       the favorable resolution of various tax matters in foreign
       jurisdictions.

                                          A8
                            TRW Automotive Holdings Corp.

          Reconciliation of GAAP Net Earnings (Losses) to Adjusted Earnings
                                       (Losses)
                                     (Unaudited)
  Among other adjustments, the Company recorded restructuring charges
  of $13 million primarily related to severance, retention, and
  outplacement services at various production facilities and fixed
  asset impairment charges of $1 million.  This was offset by a gain
  on the
  sale of a property in the amount of $4 million related to a closed
  North American braking facility, which was impaired in 2008.

                             Six Months                     Six Months
                               Ended                          Ended
                            July 2, 2010                   July 2, 2010
  (In millions, except
   per share amounts)          Actual      Adjustments         Adjusted
                               ------      -----------         --------

  Sales                       $7,244     $     -           $7,244
  Cost of sales                6,376           -            6,376
                               -----         ---            -----
      Gross profit               868           -              868
  Administrative and
   selling expenses              255           -              255
  Amortization of
   intangible assets              11           -               11
  Restructuring charges
   and fixed asset
   impairments                    10         (10)      (a)      -
  Other (income) expense
   - net                         (30)          -              (30)
                                 ---         ---              ---
      Operating income
       (losses)                  622          10              632
  Interest expense - net          86           -               86
  (Gain) loss on
   retirement of debt -
   net                             1          (1)      (b)      -
  Equity in (earnings)
   losses of affiliates,
   net of tax                    (17)          -              (17)
                                 ---         ---              ---
      Earnings (losses)
       before income taxes       552          11              563
  Income tax expense
   (benefit)                     102          12       (c)    114
                                 ---         ---              ---
      Net earnings (losses)      450          (1)             449
  Less: Net earnings
   attributable to
   noncontrolling
   interest, net of tax           19           -               19
                                 ---         ---              ---
      Net earnings (losses)
       attributable to TRW      $431         $(1)            $430
                                ====         ===             ====

  Basic earnings
   (losses) per share:
    Earnings (losses) per
     share                     $3.62                        $3.62
                               =====                        =====
    Weighted average
     shares outstanding        118.9                        118.9
                               =====                        =====

  Diluted earnings
   (losses) per share:
    Earnings (losses) per
     share                     $3.38                        $3.38
                               =====                        =====
    Weighted average
     shares outstanding        130.0                        130.0
                               =====                        =====
  __________

  (a)  Represents the elimination of restructuring charges and fixed asset
       impairments.
  (b)  Represents the elimination of the loss on retirement of debt.
  (c)  Represents the elimination of (i) the income tax impact of the
       adjustments made to the restructuring charges and fixed asset
    impairments, by calculating the income tax impact of each of these
    items using the appropriate tax rate for the jurisdiction where the
    charges were incurred, and (ii) a $10 million tax benefit recorded in
    the second quarter of 2010 related to the favorable resolution of
    various tax matters in foreign jurisdictions.

                                          A9
                            TRW Automotive Holdings Corp.

          Reconciliation of GAAP Net Earnings (Losses) to Adjusted Earnings
                                       (Losses)
                                     (Unaudited)
  Among other adjustments, the Company recorded $24 million of
  restructuring charges related primarily to severance, retention and
  outplacement services and $2 million of fixed asset impairment charges.

                            Three Months                   Three Months
                               Ended                          Ended
                            July 3, 2009                   July 3, 2009
  (In millions, except
   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 (income) expense
   - net                           7           -                7
                                 ---         ---              ---
      Operating income
       (losses)                   44          26               70
  Interest expense - net          42           -               42
  (Gain) loss on
   retirement of debt -
   net                            (1)          1       (b)      -
  Equity in (earnings)
   losses of affiliates,
   net of tax                     (5)          -               (5)
                                 ---         ---              ---
      Earnings (losses)
       before income taxes         8          25               33
  Income tax expense
   (benefit)                      14           6       (c)     20
                                 ---         ---              ---
      Net earnings (losses)       (6)         19               13
  Less: Net earnings
   attributable to
   noncontrolling
   interest, net of tax            5           -                5
                                 ---         ---              ---
      Net earnings (losses)
       attributable to TRW      $(11)        $19               $8
                                ====         ===              ===

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

  Diluted earnings
   (losses) per share:
    Earnings (losses) 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
       adjustments made to the restructuring charges and fixed asset
    impairments, by calculating the income tax impact of each of these
    items using the appropriate tax rate for the jurisdiction where the
    charges were incurred.

                                         A10
                            TRW Automotive Holdings Corp.

          Reconciliation of GAAP Net Earnings (Losses) to Adjusted Earnings
                                       (Losses)
                                     (Unaudited)
  Among other adjustments, the Company recorded $44 million of
  restructuring charges related primarily to severance, retention and
  outplacement services, $30 million of intangible asset impairment
  charges and $6 million of fixed asset impairment charges.

                             Six Months                     Six Months
                               Ended                          Ended
                            July 3, 2009                   July 3, 2009
  (In millions, except
   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) expense
   - net                          (4)          -               (4)
                                 ---         ---              ---
      Operating income
       (losses)                  (81)         80               (1)
  Interest expense - net          84           -               84
  (Gain) loss on
   retirement of debt -
   net                           (35)         35       (c)      -
  Equity in (earnings)
   losses of affiliates,
   net of tax                     (4)          -               (4)
                                 ---         ---              ---
      Earnings (losses)
       before income taxes      (126)         45              (81)
  Income tax expense
   (benefit)                       9          10       (d)     19
                                 ---         ---              ---
      Net earnings (losses)     (135)         35             (100)
  Less: Net earnings
   attributable to
   noncontrolling
   interest, net of tax            7           -                7
                                 ---         ---              ---
      Net earnings (losses)
       attributable to TRW     $(142)        $35            $(107)
                               =====         ===            =====

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

  Diluted earnings
   (losses) per share:
    Earnings (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
       adjustments made to the restructuring charges and fixed asset
    impairments, by calculating the income tax impact of each of these
    items using the appropriate tax rate for the jurisdiction where the
    charges were incurred.

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