TRW Reports Third Quarter 2009 Financial Results

LIVONIA, Mich., Nov. 4 /PRNewswire-FirstCall/ -- TRW Automotive Holdings Corp.
(NYSE: TRW), the global leader in active and passive safety systems, today
reported third-quarter 2009 financial results with sales of $3.1 billion, a
decrease of 13.5 percent compared to the prior year period. The Company
reported GAAP net earnings of $56 million or $0.50 per diluted share, which
compares to a net loss of $54 million or $0.53 per diluted share in the prior
year period.

The third quarter 2009 GAAP net earnings includes restructuring and fixed
asset impairment charges of $24 million ($19 million after related tax
benefits) and a loss on retirement of debt totaling $1 million. The prior
year third quarter included restructuring charges and asset impairments
totaling $32 million. Excluding these special items from both periods, the
Company reported net earnings of $76 million, or $0.68 per diluted share,
which compares to a net loss of $22 million or $0.22 per diluted share in the
prior year period.

During the quarter, the Company strengthened its capital structure by
completing a public offering of 16.1 million shares of common stock. The
offering provided $269 million of net proceeds to the Company, which was used
to reduce debt.

"The benefits achieved from our restructuring and cost containment actions
combined with increasing vehicle production schedules had a significant
positive impact on our third quarter results," said John C. Plant, President
and Chief Executive Officer. "Completing the equity offering further
positions the Company for future success as it strengthens the balance sheet
and provides greater flexibility to our capital structure."

Third Quarter 2009
The Company reported third-quarter 2009 sales of $3.1 billion, a decrease of
$484 million or 13.5 percent from the prior year period. The 2009 quarter was
adversely impacted compared to the prior year by lower sales in most
geographic regions resulting from reduced vehicle production volumes.
Currency movements during the quarter also had a negative impact on sales
compared to the same period a year ago.

The Company's third quarter 2009 operating income was $141 million compared
with $12 million in the 2008 period. Both the 2009 and 2008 periods included
restructuring and fixed asset impairment charges totaling $24 million and $32
million, respectively. Excluding these charges from both periods, operating
income for the third quarter of 2009 was $165 million, which compares to $44
million in the prior year period. The year-to-year increase was driven
primarily by the positive impact of restructuring and cost containment actions
implemented over the past year, lower raw material prices and, to a lesser
extent, favorable non-recurring supplier and customer settlements in the
current quarter. Together, these positives more than offset the negative
impact of the lower sales volume between the two quarters.

Net interest and securitization expense for the third quarter of 2009 totaled
$55 million, which compares to $43 million in the prior year. Higher interest
costs associated with the bank amendment achieved in late June 2009
contributed to the year-over-year increase. In addition, a loss on retirement
of debt of $1 million was recognized in the third quarter of 2009.

Tax expense for the third quarter of 2009 was $28 million, which increased
from $23 million of expense in the prior year, resulting from the higher
pre-tax earnings in certain geographic locations. The 2009 period included
tax benefits related to the restructuring actions previously mentioned
totaling $5 million.

The Company reported 2009 third-quarter GAAP earnings of $56 million, or $0.50
per diluted share, which compares to a GAAP net loss of $54 million, or $0.53
per diluted share in the 2008 period.

Excluding the special items referred to above, the Company reported
third-quarter 2009 net earnings of $76 million, or $0.68 per diluted share,
which compares to a net loss of $22 million or $0.22 per diluted share in the
2008 period.

Earnings before interest, securitization costs, taxes, depreciation and
amortization and special items ("adjusted EBITDA") were $292 million in the
third quarter of 2009, as compared to the prior year level of $189 million.
See page A6 for a description of the special items excluded in calculating
adjusted EBITDA.

Year-to-Date 2009
For the nine month period ended October 2, 2009, the Company reported sales of
$8.2 billion, a decrease of $4.0 billion or 32.4 percent compared to prior
year sales. The decrease in sales resulted from the sharply reduced global
production volumes between the two periods and the negative effects of foreign
currency movements compared to 2008.

For the 2009 year-to-date period, the Company reported operating income of $60
million compared with $424 million in the comparable prior year period. The
2009 period included restructuring and fixed asset impairment charges totaling
$74 million, as well as a one-time trademark impairment charge of $30 million,
compared to restructuring charges and asset impairments of $64 million for the
2008 period. Excluding these charges from both periods, the Company reported
an operating profit of $164 million in the 2009 period which compares to $488
million of operating income in the prior year period. The year-to-year
decrease was driven primarily by the profit impact of the $4.0 billion in
lower sales, partially offset by the positive impact of the previously
mentioned restructuring and cost containment actions.

Net interest and securitization expense in the first nine months of the 2009
period totaled $139 million, which compares to $136 million in the prior year
period. The increase in interest expense resulted primarily from the higher
costs associated with the bank amendment achieved in June 2009, partially
offset by lower market interest rates during the period. In addition, a net
gain on the retirement of debt of $34 million was recognized in the current
year-to-date period.

Year-to-date 2009 tax expense was $37 million, which compares to $126 million
in the prior year. The 2009 and 2008 periods included tax benefits primarily
related to the restructuring actions previously mentioned totaling $15 million
and $3 million, respectively. Excluding these tax benefits in both periods,
tax expense was $52 million in the 2009 period compared to $129 million in the
prior year period.

The Company reported a year-to-date 2009 GAAP net loss of $86 million, or
$0.82 per diluted share, which compares to GAAP net earnings of $167 million,
or $1.63 per diluted share in the 2008 period.

Excluding special items, the Company reported a year-to-date 2009 net loss of
$31 million, or $0.30 per diluted share, which compares to net earnings of
$228 million or $2.23 per diluted share in the prior year period.

Adjusted EBITDA totaled $527 million for the first nine months of 2009,
compared to $938 million in the 2008 period. See page A6 for a description of
the special items excluded in calculating adjusted EBITDA.

Cash Flow and Capital Structure
Third quarter 2009 net cash flow provided by operating activities was $174
million, which compares to $79 million in the prior year. Capital
expenditures were $49 million compared to $121 million in 2008. Third quarter
free cash flow (cash flow from operating activities less capital expenditures)
was $125 million, which compares favorably to the $42 million outflow in the
prior year quarter.

For the nine month period ended October 2, 2009, the Company had a net cash
usage in operating activities of $57 million, which compares to cash provided
by operations of $4 million in the prior year period. The year-to-year
decline resulted primarily from lower operating income partially offset by
lower working capital requirements. Year-to-date 2009 capital expenditures
were $121 million compared to $338 million in 2008. Free cash flow (cash flow
from operating activities less capital expenditures) was an outflow of $178
million in the first nine months of 2009 compared to an outflow of $334
million for the same period last year.

As of October 2, 2009, the Company had $2,547 million of debt and $474 million
of cash and marketable securities, resulting in net debt (defined as debt less
cash and marketable securities) of $2,073 million. This net debt outcome is
$659 million lower than the balance at the end of the prior year third quarter
and $83 million lower than the balance at the end of 2008. In addition to
cash generated from operations, the decline in net debt compared to the prior
year quarter and year-end periods reflects the $269 million of net proceeds
from the Company's issuance of 16.1 million common shares in August 2009.
Committed liquidity facilities and cash on hand provided the Company with
available liquidity in excess of $1.6 billion as of October 2, 2009.

2009 Outlook
TRW currently expects full year production to total 8.6 million units in North
America and 16.3 million units in Europe. Based on these revised production
levels and the Company's expectations for foreign currency exchange rates,
full-year sales are expected to be approximately $11.4 billion (including
fourth quarter sales of approximately $3.2 billion). Restructuring and fixed
asset impairment charges are forecasted at $100 million for the full year.

"The cautious optimism that has emerged for the industry is supported by the
increasing vehicle production forecasts. Although it appears the bottom of
the financial crisis has been reached, full recovery will be a long and
gradual process," said Mr. Plant. "TRW is well-positioned to take full
advantage of the industry rebound given its diversification, technology
portfolio and improved cost and capital structure."

Third Quarter 2009 Conference Call
The Company will host its third-quarter conference call at 8:30 a.m. (Eastern
time) today, Wednesday, November 4(th), 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 34903511. 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, 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 64,000 people worldwide. TRW Automotive products include
integrated vehicle control and driver assist systems, braking systems,
steering systems, suspension systems, occupant safety systems (seat belts and
airbags), electronics, engine components, fastening systems and aftermarket
replacement parts and services. All references to "TRW Automotive", "TRW" or
the "Company" in this press release refer to TRW Automotive Holdings Corp. and
its subsidiaries, unless otherwise indicated. TRW Automotive news is
available on the internet at www.trw.com.

Forward-Looking Statements
This release contains statements that are not statements of historical fact,
but instead are forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. We caution readers not to
place undue reliance on these statements, which speak only as of the date
hereof. All forward-looking statements are subject to numerous assumptions,
risks and uncertainties which can cause our actual results to differ
materially from those suggested by the forward-looking statements, including
those set forth in our Report on Form 10-K for the fiscal year ended December
31, 2008 (our "Form 10-K") , and in our Reports on Form 10-Q for the quarters
ended April 3 and July 3, 2009, such as: any prolonged contraction in
automotive sales and production adversely affecting our results, liquidity or
the viability of our supply base; the financial condition of OEMs,
particularly the Detroit Three, adversely affecting us or the viability of our
supply base; disruptions in the financial markets adversely impacting the
availability and cost of credit negatively affecting our business; our
substantial debt and resulting vulnerability to economic or industry downturns
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 a
significant amount of our goodwill or other intangible assets; costs of
product liability, warranty and recall claims and efforts by customers to
adversely alter contract terms and conditions concerning warranty and recall
participation; strengthening of the U.S. dollar and other foreign currency
exchange rate fluctuations impacting our results; any increase in the expense
and funding requirements of our pension and other postretirement benefits;
risks associated with non-U.S. operations, including foreign exchange risks
and economic uncertainty in some regions; work stoppages or other labor issues
at our facilities or at the facilities of our customers or suppliers;
volatility in our annual effective tax rate resulting from a change in
earnings mix or other factors; costs or liabilities relating to environmental
and safety regulations; 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 October 2, 2009 and September 26, 2008......A2

Consolidated Statements of Operations (unaudited)
for the nine months ended October 2, 2009 and September 26, 2008.......A3

Condensed Consolidated Balance Sheets as of October 2, 2009
(unaudited) and December 31, 2008.................................... .A4

Condensed Consolidated Statements of Cash Flows (unaudited)
for the nine months ended October 2, 2009 and September 26, 2008.......A5

Reconciliation of Non-GAAP Financial Measures (unaudited)
for the three and nine months ended October 2, 2009 and
September 26, 2008.....................................................A6

Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
(unaudited) for the three months ended October 2, 2009.................A7

Reconciliation of GAAP Net Losses to Adjusted Net Losses
(unaudited) for the nine months ended October 2, 2009..................A8

Reconciliation of GAAP Net Losses to Adjusted Net Losses
(unaudited) for the three months ended September 26, 2008..............A9

Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
(unaudited) for the nine months ended September 26, 2008..............A10

The accompanying unaudited condensed consolidated financial information
and reconciliation schedules should be read in conjunction with the TRW
Automotive Holdings Corp. Annual Report on Form 10-K for the year ended
December 31, 2008, Quarterly Reports on Form 10-Q for the periods ended
April 3, 2009 and July 3, 2009, and Current Report on Form 8-K as filed
with the United States Securities and Exchange Commission on February 20,
2009, May 6, 2009, August 4, 2009, and July 29, 2009, respectively.

A2

TRW Automotive Holdings Corp.

Consolidated Statements of Operations
(Unaudited)

(In millions, except per share amounts) Three Months Ended
------------------
October 2, September 26,
2009 2008
---- ----
Sales $3,108 $3,592
Cost of sales 2,807 3,411
----- -----
Gross profit 301 181
Administrative and selling expenses 131 139
Amortization of intangible assets 5 9
Restructuring charges and fixed asset
impairments 24 32
Other expense - net - (11)
----- -----
Operating income 141 12
Interest expense - net 54 43
Loss on retirement of debt - net 1 -
Accounts receivable securitization
costs 1 -
Equity in earnings of affiliates, net
of tax (5) (2)
----- -----
Earnings (losses) before income taxes 90 (29)
Income tax expense 28 23
-- --
Net earnings (losses) 62 (52)
Less: Net earnings attributable to
noncontrolling interest, net of tax 6 2
----- -----
Net earnings (losses) attributable to TRW $56 $(54)
=== ====

Basic earnings (losses) per share:
Earnings (losses) per share $0.51 $(0.53)
===== ======
Weighted average shares outstanding 110.7 101.2
===== =====

Diluted earnings (losses) per share:
Earnings (losses) per share $0.50 $(0.53)
===== ======
Weighted average shares outstanding 111.9 101.2
===== =====

A3

TRW Automotive Holdings Corp.

Consolidated Statements of Operations
(Unaudited)

(In millions, except per share amounts) Nine Months Ended
-----------------
October 2, September 26,
2009 2008
---- ----
Sales $8,230 $12,182
Cost of sales 7,699 11,259
----- ------
Gross profit 531 923
Administrative and selling expenses 355 407
Amortization of intangible assets 16 27
Restructuring charges and fixed asset
impairments 74 64
Intangible asset impairments 30 -
Other (income) expense - net (4) 1
----- ------
Operating income 60 424
Interest expense - net 136 134
Gain on retirement of debt - net (34) -
Accounts receivable securitization costs 3 2
Equity in earnings of affiliates, net of tax (9) (17)
----- ------
(Losses) earnings before income taxes (36) 305
Income tax expense 37 126
----- ------
Net (losses) earnings (73) 179
Less: Net earnings attributable to
noncontrolling interest, net of tax 13 12
----- ------
Net (losses) earnings attributable to TRW $(86) $167
==== ====

Basic (losses) earnings per share:
(Losses) earnings per share $(0.82) $1.65
====== =====
Weighted average shares outstanding 104.4 101.0
===== =====

Diluted (losses) earnings per share:
(Losses) earnings per share $(0.82) $1.63
====== =====
Weighted average shares outstanding 104.4 102.2
===== =====

A4

TRW Automotive Holdings Corp.

Condensed Consolidated Balance Sheets

(Dollars in millions) As of
-----
October 2, December 31,
2009 2008
---- ----
(Unaudited)

Assets
Current assets:
Cash and cash equivalents $474 $756
Marketable securities - 10
Accounts receivable - net 2,149 1,570
Inventories 698 694
Prepaid expenses and other current assets 214 209
--- ---
Total current assets 3,535 3,239

Property, plant and equipment - net 2,405 2,518
Goodwill 1,770 1,765
Intangible assets - net 330 373
Pension asset 935 801
Other assets 521 576
--- ---
Total assets $9,496 $9,272
====== ======

Liabilities and Equity
Current liabilities:
Short-term debt $25 $66
Current portion of long-term debt 43 53
Trade accounts payable 1,932 1,793
Accrued compensation 278 219
Other current liabilities 1,009 1,033
----- -----
Total current liabilities 3,287 3,164

Long-term debt 2,479 2,803
Postretirement benefits other than pensions 480 486
Pension benefits 746 778
Other long-term liabilities 809 773
--- ---
Total liabilities 7,801 8,004

Commitments and contingencies

Stockholders' equity:
Preferred stock - -
Capital stock 1 1
Treasury stock - -
Paid-in-capital 1,480 1,199
Accumulated deficit (464) (378)
Accumulated other comprehensive income 532 309
--- ---
Total TRW stockholders' equity 1,549 1,131
Noncontrolling interest 146 137
--- ---
Total equity 1,695 1,268
----- -----
Total liabilities and equity $9,496 $9,272
====== ======

A5

TRW Automotive Holdings Corp.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

(Dollars in millions) Nine Months Ended
-----------------
October 2, September 26,
2009 2008
---- ----

Operating Activities
Net (losses) earnings $(73) $179
Adjustments to reconcile net (losses)
earnings to net cash (used in) provided by
operating activities:
Depreciation and amortization 367 445
Net pension and other postretirement
benefits income and contributions (172) (140)
Net gain on retirement of debt (34) -
Intangible asset impairment charges 30 -
Fixed asset impairment charges 8 20
Net gains on sales of assets (3) (4)
Other - net 14 (9)
Changes in assets and liabilities, net of
effects of businesses acquired:
Accounts receivable - net (491) (518)
Inventories 29 (45)
Trade accounts payable 53 (94)
Prepaid expense and other assets 118 (29)
Other liabilities 97 199
-- ---
Net cash (used in) provided by operating
activities (57) 4

Investing Activities
Capital expenditures, including other
intangible assets (121) (338)
Acquisitions of businesses, net of cash
acquired - (41)
Investment in affiliates - (5)
Proceeds from sale/leaseback transactions - 1
Net proceeds from asset sales 3 6
--- ---
Net cash used in investing activities (118) (377)

Financing Activities
Change in short-term debt (41) 10
Net (repayments on) proceeds from revolving
credit facility (203) 50
Proceeds from issuance of long-term debt,
net of fees 1,075 4
Proceeds from issuance of capital stock,
net of fees 269 -
Redemption of long-term debt (1,223) (61)
Proceeds from exercise of stock options 1 4
Other - net (8) -
-- --
Net cash (used in) provided by financing
activities (130) 7
Effect of exchange rate changes on cash 23 (18)
-- ---
Decrease in cash and cash equivalents (282) (384)
Cash and cash equivalents at beginning of
period 756 895
--- ---
Cash and cash equivalents at end of period $474 $511
==== ====

A6

TRW Automotive Holdings Corp.

Reconciliation of Non-GAAP Financial Measures
(Unaudited)

The reconciliation schedules below should be read in conjunction with the TRW
Automotive Holdings Corp. Annual Report on Form 10-K for the year ended
December 31, 2008, Quarterly Reports on Form 10-Q for the periods ended April
3, 2009 and July 3, 2009, and Current Report on Form 8-K as filed with the
U.S. Securities and Exchange Commission on February 20, 2009, May 6, 2009,
August 4, 2009, and July 29, 2009, respectively, which contain summary
historical data. EBITDA, Adjusted EBITDA and free cash flow are not
recognized terms under GAAP and do not purport to be alternatives to the
comparable 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 on-going operations
separate from items that may have a disproportionate impact in any particular
period. EBITDA and Adjusted EBITDA are frequently used by securities
analysts, institutional investors and other interested parties in the
evaluation of companies in our industry.

EBITDA and Adjusted EBITDA 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 Nine Months
Ended Ended
------------------ -----------------
October 2, September 26, October 2, September 26,
2009 2008 2009 2008
---- ---- ---- ----
GAAP net earnings
(losses) attributable
to TRW $56 $(54) $(86) $167
Income tax expense 28 23 37 126
Interest expense - net 54 43 136 134
Accounts receivable
securitization costs 1 - 3 2
Depreciation and
amortization 128 145 367 445
--- --- --- ---
EBITDA 267 157 457 874
Restructuring charges
and fixed asset
impairments 24 32 74 64
Intangible asset
impairments - - 30 -
Net loss (gain) on
retirement of debt 1 - (34) -
--- --- --- ---
Adjusted EBITDA $292 $189 $527 $938
==== ==== ==== ====

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 should not be used as a substitute for net
cash provided by (used in) 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 Nine Months
Ended Ended
------------------ -----------------
October 2, September 26, October 2, September 26,
2009 2008 2009 2008
---- ---- ---- ----
Cash flow provided by
(used in) operating
activities $174 $79 $(57) $4
Capital expenditures (49) (121) (121) (338)
--- ---- ---- ----
Free cash flow $125 $(42) $(178) $(334)
==== ==== ===== =====

A7

TRW Automotive Holdings Corp.

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

During the three months ended October 2, 2009, the Company recorded
restructuring charges of $22 million related primarily to severance, retention
and outplacement services. Additionally, in accordance with ASC 360
(formerly, SFAS 144), the Company recorded fixed asset impairment charges of
$2 million. The Company also recorded a net loss on retirement of debt of $1
million.

(In millions, Three Months Three Months
except per Ended Ended
share amounts) October 2, 2009 October 2, 2009
Actual Adjustments Adjusted
------ ----------- --------

Sales $3,108 $- $3,108
Cost of sales 2,807 - 2,807
--- --- ---
Gross profit 301 - 301
Administrative
and selling expenses 131 - 131
Amortization of intangible
assets 5 - 5
Restructuring charges and
fixed asset impairments 24 (24) (a) -
Other expense - net - - -
--- --- ---
Operating income 141 24 165
Interest expense - net 54 - 54
Loss on retirement of
debt - net 1 (1) (b) -
Account receivable
securitization costs 1 - 1
Equity in earnings of
affiliates, net of tax (5) - (5)
--- --- ---
Earnings before
income taxes 90 25 115
Income tax expense 28 5 (c) 33
--- --- ---
Net earnings 62 20 82
Less: Net earnings
attributable to
noncontrolling
interest, net of tax 6 - 6
--- --- ---
Net earnings attributable
to TRW $56 $20 $76
=== === ===

Basic earnings per share:
Earnings per share $0.51 $0.69
===== =====
Weighted average shares
outstanding 110.7 110.7
===== =====

Diluted earnings per share:
Earnings per share $0.50 $0.68
===== =====
Weighted average shares
outstanding 111.9 111.9
===== =====

-----------------
(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 the income tax impact of the above
adjustments.

A8

TRW Automotive Holdings Corp.

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

During the nine months ended October 2, 2009, the Company recorded
restructuring charges of $66 million related primarily to severance, retention
and outplacement services. Additionally, in accordance with ASC 350
(formerly, SFAS 142) and ASC 360, the Company recorded intangible asset
impairment charges of $30 million and fixed asset impairment charges of $8
million. The Company also recorded a net gain on retirement of debt of $34
million.

(In millions, Nine Months Nine Months
except per share Ended Ended
amounts) October 2, 2009 October 2, 2009
Actual Adjustments Adjusted
------ ----------- --------

Sales $8,230 $- $8,230
Cost of sales 7,699 - 7,699
----- ---- -----
Gross profit 531 - 531
Administrative and
selling expenses 355 - 355
Amortization of
intangible assets 16 - 16
Restructuring charges and
fixed asset impairments 74 (74) (a) -
Intangible asset
impairments 30 (30) (b) -
Other income - net (4) - (4)
----- ---- -----
Operating income 60 104 164
Interest expense - net 136 - 136
Gain on retirement
of debt - net (34) 34 (c) -
Account receivable
securitization costs 3 - 3
Equity in earnings of
affiliates, net of tax (9) - (9)
----- ---- -----
(Losses) earnings
before income taxes (36) 70 34
Income tax expense 37 15 (d) 52
-- -- --
Net (losses) earnings (73) 55 (18)
Less: Net earnings
attributable to
noncontrolling interest,
net of tax 13 - 13
----- ---- -----
Net losses attributable
to TRW $(86) $55 $(31)
===== === =====

Basic losses per share:
Losses per share $(0.82) $(0.30)
====== ======
Weighted average
shares outstanding 104.4 104.4
===== =====

Diluted losses per share:
Losses per share $(0.82) $(0.30)
====== ======
Weighted average
shares outstanding 104.4 104.4
===== =====

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

A9

TRW Automotive Holdings Corp.

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

During the three months ended September 26, 2008, the Company recorded
restructuring charges of $30 million related primarily to severance, retention
and outplacement services. Additionally, in accordance with ASC 360, the
Company recorded fixed asset impairment charges of $2 million.

(In millions, Three Months Ended Three Months Ended
except per share September 26, 2008 September 26, 2008
amounts) Actual Adjustments Adjusted
-------- ----------- --------

Sales $3,592 $- $3,592
Cost of sales 3,411 - 3,411
----- ----- -----
Gross profit 181 - 181
Administrative and
selling expenses 139 - 139
Amortization of
intangible assets 9 - 9
Restructuring charges and
fixed asset impairments 32 (32) (a) -
Other expense - net (11) - (11)
----- ----- -----
Operating income 12 32 44
Interest expense - net 43 - 43
Equity in earnings
of affiliates, net of tax (2) - (2)
----- ----- -----
(Losses) earnings before
income taxes (29) 32 3
Income tax expense 23 - 23
----- ----- -----
Net losses (52) 32 (20)
Less: Net earnings
attributable to noncontrolling
interest, net of tax 2 - 2
--- --- ---
Net losses attributable
to TRW $(54) $32 $(22)
===== === =====

Basic losses per share:
Losses per share $(0.53) $(0.22)
====== ======
Weighted average shares
outstanding 101.2 101.2
===== =====

Diluted losses per share:
Losses per share $(0.53) $(0.22)
====== ======
Weighted average shares
outstanding 101.2 101.2
===== =====

-------------------
(a) Represents the elimination of restructuring charges and fixed asset
impairments.

A10

TRW Automotive Holdings Corp.

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

During the nine months ended September 26, 2008, the Company recorded
restructuring charges of $44 million related primarily to severance, retention
and outplacement services. Additionally, in accordance with ASC 360, the
Company recorded fixed asset impairment charges of $20 million.

(In millions, except Nine Months Ended Nine Months Ended
per share amounts) September 26, 2008 September 26, 2008
Actual Adjustments Adjusted
------ ----------- --------

Sales $12,182 $- $12,182
Cost of sales 11,259 - 11,259
------ ----- ------
Gross profit 923 - 923
Administrative and
selling expenses 407 - 407
Amortization of
intangible assets 27 - 27
Restructuring charges and
fixed asset impairments 64 (64) (a) -
Other income - net 1 - 1
------ ----- ------
Operating income 424 64 488
Interest expense - net 134 - 134
Account receivable
securitization costs 2 - 2
Equity in earnings of
affiliates, net of tax (17) - (17)
------ ----- ------
Earnings before income
taxes 305 64 369
Income tax expense 126 3 (b) 129
------ ----- ------
Net earnings 179 61 240
Less: Net earnings
attributable to
noncontrolling
interest, net of tax 12 - 12
------ ----- ------
Net earnings
attributable to TRW $167 $61 $228
==== === ====

Basic earnings per share:
Earnings per share $1.65 $2.26
===== =====
Weighted average
shares outstanding 101.0 101.0
===== =====

Diluted earnings per share:
Earnings per share $1.63 $2.23
===== =====
Weighted average
shares outstanding 102.2 102.2
===== =====

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

SOURCE TRW Automotive Holdings Corp.

Investor Relations, Mark Oswald, +1-734-855-3140; or Media, John Wilkerson,
+1-734-855-3864