2004 q2 trw auto earnings presentation

TRW Automotive News 12025 Tech Center Drive Livonia, Mich. 48150 USA Release

Investor Relations Contact:

Patrick R. Stobb (734) 853-6966 Media Contact:

Manley Ford (734) 266-2616

TRW Automotive Reports Second-Quarter 2004 Financial Results; Increases Full-Year Outlook LIVONIA, MICHIGAN, July 27, 2004 — TRW Automotive Holdings Corp. (NYSE:

TRW), the global leader in active and passive safety systems, today reported second-

quarter 2004 results with sales of $3.2 billion, an increase of 6 percent over the prior

year. The Company also reported net earnings for the quarter of $75 million or $0.74

per diluted share compared to net losses of $20 million, or ($0.23) per share in the

prior year quarter. During the second quarter of 2004, the Company’s gross debt

declined by $71 million, contributing to a first-half 2004 reduction of $565 million.

“We are very pleased with our financial results and the improved debt position we

achieved in the first half of the year,” said John C. Plant, president and chief

executive officer. “We posted very solid earnings growth driven mainly by demand

for our innovative safety related technologies and products and exceptional operating

and financial performance despite facing a challenging pricing and inflationary

environment. Although we maintain our cautious views on inflationary pressures and

industry volumes for the second half of 2004 and beyond, we expect to exceed our

full-year 2004 guidance provided at the beginning of the year.”

For the first half of 2004, the Company reported sales of $6.1 billion and net earnings

of $77 million or $0.77 per diluted share, which included expenses of $48 million or

$0.48 per diluted share primarily for prepayment premiums on high yield notes

redeemed with proceeds from the Company’s February 2004 initial public offering

and other expenses related to a January 2004 bank debt refinancing.

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First half earnings excluding these charges were $125 million or $1.26 per diluted

share, assuming weighted average shares of 99.5 million.

In comparison, the Company reported sales of $3.9 billion and net losses of $66

million for the four-month period ended June 27, 2003. This four-month period

represents the reporting period following the February 28, 2003, acquisition of the

former TRW Inc.’s automotive business by affiliates of The Blackstone Group L.P.

(“Blackstone”) from Northrop Grumman Corporation. Prior to the acquisition, the

predecessor company reported sales of $1.9 billion and net earnings of $31 million

for the two-month period ended February 28, 2003.

As a result of the Blackstone acquisition, certain consolidated and combined financial

information relating to the second quarter and first half of 2003 periods contained

within this release (labeled as pro forma) has been adjusted to illustrate the estimated

pro forma effects of such acquisition, and a subsequent July 2003 debt refinancing,

as if these transactions had occurred on January 1, 2003.

Second-Quarter 2004 Compared to Pro Forma Second-Quarter 2003 The Company reported second-quarter 2004 sales of $3.2 billion, an increase of

$186 million, or about 6 percent compared to prior year sales of $3.0 billion. The

increase resulted primarily from increased customer volumes from new product areas

and foreign currency translation, partially offset by pricing provided to customers and

a reduction in sales due to divestitures. Operating income for second-quarter 2004

was $201 million, an increase of $11 million, or about 6% compared to the prior year

pro forma operating income. This increase resulted primarily from a higher level of

customer volumes, and to a lesser extent, currency translation, partially offset by the

effects of ferrous metals inflation, a higher level of restructuring costs and the non-

recurrence of certain unrealized foreign currency exchange gains that occurred in the

prior year quarter. The Company reported second-quarter 2004 net earnings of $75

million, or $0.74 per diluted share, compared to pro forma net earnings of $54 million,

or $0.60 per diluted share in the prior year. In addition to the higher level of operating

income, net interest expense and the Company’s effective tax rate were both lower in

this year’s quarter compared to last year.

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The second quarter of 2004 included pre-tax restructuring costs of $8 million. The

quarter also included amortization of intangibles, principally customer relationships

resulting from the application of purchase accounting, of $8 million. In comparison,

the prior year quarter included $2 million of pre-tax restructuring costs and

amortization of intangibles of $9 million. Additionally, as referenced previously, the

second-quarter 2003 included $15 million of unrealized foreign currency exchange

gains that did not recur in the second-quarter 2004 primarily due to the Company’s

hedging strategy on inter-company loans.

The Company reported earnings before interest, losses on sales of receivables, gain

(loss) on retirement of debt, taxes, depreciation and amortization (“EBITDA”) of $324

million for second-quarter 2004. In the prior year, pro forma EBITDA was $312

million, which included $15 million of unrealized foreign currency exchange gains, as

discussed previously. Excluding these gains, second-quarter 2004 EBITDA was up 9

percent compared to pro forma EBITDA in the prior year period. Please see the

accompanying schedules for a reconciliation of EBITDA and pro forma EBITDA to the

closest GAAP equivalent.

First-Half 2004 Compared to Pro Forma First-Half 2003 The Company reported first-half 2004 sales of $6.1 billion, an increase of $296 million

or 5 percent compared to prior year pro forma sales of $5.8 billion. Operating income

for first-half 2004 was $354 million, a decrease of $13 million compared to the prior

year pro forma operating income. This decrease occurred mainly as a result of a $39

million first quarter decline in net pension and OPEB income primarily due to the

application of purchase accounting in 2003 and the absence of the previously

mentioned unrealized foreign currency exchange gains of $15 million in second-

quarter 2004. The Company reported first-half 2004 net earnings of $77 million,

which compares to $102 million pro forma for the same period a year ago. As

described previously, first-half 2004 results included expenses of $48 million or $0.48

per diluted share for charges associated with debt repayment transactions. First half

earnings excluding these charges were $125 million or $1.26 per diluted share, an

increase of $23 million or 23% from the prior year.

The first half of 2004 included pre-tax restructuring costs of $13 million and

amortization of intangibles, principally customer relationships, of $17 million.

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In comparison, the prior year period included pre-tax restructuring and other unusual

costs of $12 million and amortization of intangibles of $15 million.

The Company reported EBITDA of $600 million for first-half 2004 compared to pro

forma EBITDA of $607 million in the prior year. When compared to the prior year

period, first-half 2004 EBITDA was negatively impacted by the previously mentioned

$39 million first quarter decline in net pension and OPEB income and $15 million for

unrealized foreign currency exchange gains in 2003, which did not recur in 2004.

Excluding these two items, EBITDA increased by approximately 8 percent in the first

half of 2004 compared to pro forma EBITDA in the prior year. Please see the

accompanying schedules for a reconciliation of EBITDA and pro forma EBITDA to the

closest GAAP equivalent.

Capital/Liquidity As of June 25, 2004, the Company had $3,243 million of debt and $534 million of

cash and marketable securities, providing for net debt (defined as debt less cash and

marketable securities) of $2,709 million, a decline of $140 million from the March 26,

2004, level. When compared to year-end 2003, net debt at the end of second-quarter

2004 was down $255 million.

Net cash provided by operating activities during the second quarter of 2004 totaled

$207 million. For the first half of 2004, net cash used in operating activities totaled $2

million. Capital expenditures during the second quarter totaled $95 million, compared

to $54 million in the prior year. Capital expenditures in first-half 2004 were $162

million, an increase of $31 million compared to the prior year pro forma.

2004 Outlook Based on the strong first half financial performance, the Company is increasing its

full-year guidance from previous levels, and now expects sales in the range of $11.6

to $11.8 billion and diluted earnings per share in the range of $1.22 to $1.32. The

earnings per share range includes the previously mentioned first half charges of $48

million or $0.48 per diluted share for expenses related to debt repayment and

refinancing transactions. Excluding these charges, diluted earnings per share are

expected to be in the range of $1.70 to $1.80.

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Full year EBITDA guidance is also revised to be in the range of $1,070 to $1,090

million, which is based on expected operating income in the range of $570 to $590

million, adding back expected depreciation and amortization of approximately $500

million.

This guidance includes pre-tax expenses of approximately $33 million for

amortization of intangibles, principally customer relationships, and approximately $35

million of expenses relating to restructuring initiatives.

For third-quarter 2004, the Company expects revenue of approximately $2.7 billion

and diluted earnings per share in the range of $0.09 to $0.14. Within this guidance,

the Company also expects to incur pretax restructuring costs of approximately $10

million and amortization of intangibles, principally customer relationships, of

approximately $8 million during the quarter.

Reconciliation to GAAP For a reconciliation of the pro forma and non-GAAP historical numbers appearing in

this release to GAAP, please see the accompanying schedules.

About TRW With 2003 sales of $11.3 billion, TRW Automotive ranks among the world's top 10

automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company,

through its subsidiaries, employs approximately 61,000 people in 22 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 www.trwauto.com.

Forward-Looking Statements This release contains statements that are not statements of historical fact, but instead

are forward-looking statements. All forward-looking statements involve risks and

uncertainties. Our actual results could differ materially from those contained in

forward-looking statements made in this release.

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http://www.trwauto.com/

Such risks, uncertainties and other important factors which could cause our actual

results to differ materially from those contained in our forward-looking statements are

set forth in the TRW Automotive Holdings Corp. final prospectus dated as of

February 2, 2004 (the "Prospectus") filed with the Securities and Exchange

Commission (the "SEC") pursuant to Rule 424(b)(4), our Report on Form 10-K for the

fiscal year ended December 31, 2003 (the “10K”), and our Report on Form 10-Q for

the quarter ended March 26, 2004, and include: our substantial leverage; the highly

competitive automotive parts industry and its cyclicality; pricing pressures from our

customers; increasing costs for purchased components and raw materials; non-

performance by, or insolvency of, our suppliers; product liability and warranty and

recall claims; our dependence on our largest customers; limitations on flexibility in

operating our business contained in our debt agreements; increases in interest rates;

fluctuations in foreign exchange rates; the possibility that our owners' interests will

conflict with ours; work stoppages or other labor issues and other risks and

uncertainties set forth under "Risk Factors" in the Prospectus, in the 10-K and in our

other SEC filings. We do not intend or assume any obligation to update any of these

forward-looking statements.

# # #

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TRW Automotive Holdings Corp.

Index of Historical and Pro Forma

Consolidated and Combined Financial Information Page Periods Ended June 25, 2004, June 27, 2003, and February 28, 2003

Consolidated Interim Statements of Operations for the three months ended June 25, 2004 and June 27, 2003..............................................................................................................A2 Consolidated and Combined Interim Statements of Operations for the six months ended June 25, 2004, the four months ended June 27, 2003 and the two months ended February 28, 2003 ..........................................................................................................................A3 Consolidated Balance Sheets – June 25, 2004 and December 31, 2003...................................................A4 Reconciliation of Historical to Pro Forma Combined Statements of Operations for the three months ended June 27, 2003 ................................................................................................A5 Reconciliation of Historical to Pro Forma Consolidated and Combined Statements of Operations for the four months ended June 27, 2003 and the two months ended February 28, 2003 ..........................................................................................................................A6 Historical and Pro Forma Consolidated Statements of Operations for the three months ended June 25, 2004 and June 27, 2003 ...................................................................................................A7 Historical and Pro Forma Consolidated and Combined Statements of Operations for the six months ended June 25, 2004 and June 27, 2003......................................................................A8 Reconciliation of GAAP Net Earnings (Losses) to Historical and Pro Forma EBITDA for the three months ended June 25, 2004 and June 27, 2003 ..................................................................A9 Reconciliation of GAAP Net Earnings (Losses) to Historical and Pro Forma EBITDA for the six months ended June 25, 2004 and June 27, 2003......................................................................A10

The accompanying historical and pro forma consolidated and combined financial information and reconciliation of GAAP net income to historical and pro forma EBITDA should be read in conjunction with the TRW Automotive Holdings Corp. Form 10-K for the year ended December 31, 2003, which contains historical consolidated and combined financial statements and the accompanying notes to consolidated and combined financial statements and unaudited pro forma consolidated and combined financial information and accompanying notes to unaudited pro forma consolidated and combined financial information. The accompanying unaudited pro forma consolidated and combined financial information is intended to give effect to the February 28, 2003 acquisition of the former TRW Inc.’s automotive business by affiliates of The Blackstone Group L.P. from Northrop Grumman Corporation and the July 22, 2003 refinancing of a portion of debt entered into in connection with the acquisition, as if these transactions had occurred on January 1, 2003. The unaudited pro forma consolidated and combined financial information is based upon available information and certain assumptions we believe are reasonable. However, these statements are for informational purposes only and are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the acquisition been completed as of January 1, 2003, and should not be taken as representative of future consolidated results of operations or financial position.

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Consolidated Interim Statements of Operations(Unaudited)

Three months ended

(In millions, except per share amounts) June 25,

2004 June 27,

2003

Sales....................................................................................... $ 3,163 $ 2,977 Cost of sales ........................................................................... 2,790 2,625 Gross profit ........................................................................ 373 352 Administrative and selling expenses...................................... 134 137 Research and development expenses ..................................... 42 41 Purchased in-process research and development ................... — 85 Amortization of intangible assets........................................... 8 9 Other (income) — net ........................................................... (12) (18) Operating income............................................................... 201 98 Interest expense, net............................................................... 60 78 Loss on retirement of debt ..................................................... 1 — Loss on sales of receivables................................................... — 7 Earnings before income taxes ............................................ 140 13 Income tax expense ............................................................... 65 33 Net earnings (losses)......................................................... $ 75 $ (20) Basic earnings (losses) per share: Earnings (losses) per share................................................... $ 0.76 $ (0.23) Weighted average shares...................................................... 98.9 86.8 Diluted earnings (losses) per share: Earnings (losses) per share................................................... $ 0.74 $ (0.23) Weighted average shares...................................................... 101.3 86.8

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Consolidated and Combined Interim Statements of Operations

Successor Predecessor

(In millions, except per share amounts)

Six months

ended June 25,

2004

Four months ended

June 27, 2003

Two months

ended February 28,

2003

(unaudited) (unaudited)

Sales........................................................................................ $ 6,086 $ 3,917 $ 1,916 Cost of sales............................................................................ 5,394 3,488 1,686 Gross profit ......................................................................... 692 429 230 Administrative and selling expenses....................................... 258 175 100 Research and development expenses...................................... 79 54 27 Purchased in-process research and development .................... — 85 — Amortization of intangible assets ........................................... 17 10 2 Other (income) expense — net ............................................... (16) (24) 4 Operating income ............................................................... 354 129 97 Interest expense, net ............................................................... 123 120 47 Loss on retirement of debt ...................................................... 48 — — Loss on sales of receivables.................................................... — 25 — Earnings (losses) before income taxes................................ 183 (16) 50 Income tax expense ............................................................... 106 50 19 Net earnings (losses) ......................................................... $ 77 $ (66) $ 31 Basic earnings (losses) per share: Earnings (losses) per share ................................................... $ 0.80 $ (0.76) Weighted average shares ...................................................... 96.6 86.8 Diluted earnings (losses) per share: Earnings (losses) per share ................................................... $ 0.77 $ (0.76) Weighted average shares ...................................................... 99.5 86.8

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Consolidated Balance Sheets

As of

(Dollars in millions) June 25,

2004 December 31,

2003 (unaudited)

ASSETS

Current assets: Cash and cash equivalents ............................................................................. $ 519 $ 828 Marketable securities ..................................................................................... 15 16 Accounts receivable, net ............................................................................... 2,274 1,643 Inventories ..................................................................................................... 578 635 Prepaid expenses............................................................................................ 103 73 Deferred income taxes ................................................................................... 118 120Total current assets ............................................................................................ 3,607 3,315 Property, plant and equipment ........................................................................... 2,920 2,877 Less accumulated depreciation and amortization........................................... 577 378Total property, plant and equipment — net ....................................................... 2,343 2,499 Intangible assets: Goodwill ......................................................................................................... 2,487 2,503 Other intangible assets .................................................................................... 865 856 3,352 3,359 Less accumulated amortization...................................................................... 66 37Total intangible assets — net ............................................................................. 3,286 3,322 Prepaid pension cost .......................................................................................... 149 120 Deferred income taxes ....................................................................................... 122 129 Other assets........................................................................................................ 481 522 $ 9,988 $ 9,907 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt .............................................................................................. $ 65 $ 76 Current portion of long-term debt .................................................................. 23 24 Trade accounts payable.................................................................................. 1,756 1,626 Accrued compensation................................................................................... 358 338 Income taxes .................................................................................................. 267 187 Other current liabilities .................................................................................. 938 875Total current liabilities....................................................................................... 3,407 3,126 Long-term debt .................................................................................................. 3,155 3,708 Post-retirement benefits other than pensions ..................................................... 933 935 Pension benefits ................................................................................................. 821 838 Deferred income taxes ....................................................................................... 223 222 Long-term liabilities .......................................................................................... 296 300Total liabilities ................................................................................................... 8,835 9,129 Minority interests............................................................................................... 62 50 Stockholders’ equity: Capital Stock.................................................................................................... 1 1 Paid-in-capital.................................................................................................. 1,183 868 Accumulated deficit......................................................................................... (24) (101) Accumulated other comprehensive losses........................................................ (69) (40)Total stockholders’ equity ................................................................................. 1,091 728 $ 9,988 $ 9,907


Reconciliation of Historical to Pro Forma Combined Statements of Operations

(Unaudited)

Historical Pro Forma

(Dollars in millions)

Three monthsended

June 27, 2003

Pro Forma Adjustments

Three months ended

June 27, 2003

Sales ....................................................................... $ 2,977 $ — $ 2,977 Cost of sales............................................................ 2,625 (7) (a) 2,618 Gross profit......................................................... 352 7 359 Administrative and selling expenses ...................... 137 — 137 Research and development expenses...................... 41 — 41 Purchased in-process research and development.... 85 (85) (b) — Amortization of intangible assets ........................... 9 — 9 Other (income) expense — net............................... (18) — (18) Operating income ............................................... 98 92 190 Interest expense, net ............................................... 78 (5) (c) 73 Loss on sales of receivables ................................... 7 — 7 (Losses) earnings before income taxes ............... 13 97 110 Income tax expense ................................................ 33 23 (d) 56 Net (losses) earnings ......................................... $ (20) $ 74 $ 54

(a) Reflects the elimination of the effects of a $7 million inventory write-up recorded as a result of the Acquisition. (b) Reflects the elimination of the fair value of purchased in-process research and development expensed as a result of purchase

accounting. (c) Reflects adjustments to present pro forma net financing costs based upon our new capital structure and the initiation of our

receivables facility. (d) Reflects the tax effect of the above adjustments at the applicable tax rates.

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Reconciliation of Historical to Pro Forma Consolidated and Combined Statements of Operations

(Unaudited)

Historical Pro Forma Successor Predecessor

(Dollars in millions)

Four monthsended

June 27, 2003

Two monthsended

February 28,2003

Pro Forma Adjustments

Six months ended

June 27, 2003

Sales................................................................ $ 3,917 $ 1,916 $ (43) (a) $ 5,790 Cost of sales .................................................... 3,488 1,686 (99) (b) 5,075 Gross profit ................................................. 429 230 56 715 Administrative and selling expenses............... 175 100 (2) (c) 273 Research and development expenses .............. 54 27 — 81 Purchased in-process research and development 85 — (85) (d) — Amortization of intangible assets.................... 10 2 3 (e) 15 Other (income) expense — net ....................... (24) 4 (1) (f) (21) Operating income........................................ 129 97 141 367 Interest expense, net........................................ 120 47 (17) (g) 150 Loss on sales of receivables ............................ 25 — (17) (g) 8 (Losses) earnings before income taxes ....... (16) 50 175 209 Income tax expense......................................... 50 19 38 (h) 107 Net (losses) earnings.................................. $ (66) $ 31 $ 137 $ 102

(a) Reflects the elimination of the sales of TRW Koyo Steering Systems Company (“TKS”), which was not transferred to us as

part of the Acquisition. (b) Reflects the elimination of $40 million of cost of sales of TKS, $12 million in pension and OPEB adjustments as a result of

purchase accounting, the elimination of the effects of a $42 million inventory write-up recorded as a result of the Acquisition and $5 million net decrease in depreciation and amortization expense resulting from fair value adjustments to fixed assets and certain intangibles.

(c) Reflects the elimination of $1 million administrative and selling expense of TKS, the addition of $1 million in the annual

monitoring fee payable to an affiliate of Blackstone and $2 million decrease in depreciation and amortization expense resulting from fair value adjustments to fixed assets and capitalized software.

(d) Reflects the elimination of the fair value of purchase in-process research and development expensed as a result of purchase

accounting. (e) Reflects the incremental increase in amortization resulting from assignment of fair value to certain intangibles. (f) Reflects elimination of $1 million other expense related to TKS. (g) Reflects adjustments to present pro forma net financing costs based upon our new capital structure and the initiation of our

receivables facility. (h) Reflects the tax effect of the above adjustments at the applicable tax rates.

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Historical and Pro Forma Consolidated Statements of Operations

(Unaudited)

Historical Pro Forma Three months ended (Dollars in millions) June 25, 2004 June 27, 2003 Sales ............................................................................................. $ 3,163 $ 2,977 Cost of sales.................................................................................. 2,790 2,618 Gross profit............................................................................... 373 359 Administrative and selling expenses ............................................ 134 137 Research and development expenses............................................ 42 41 Amortization of intangible assets ................................................. 8 9 Other (income) — net................................................................... (12) (18) Operating income ..................................................................... 201 190 Interest expense, net ..................................................................... 60 73 Loss on retirement of debt ............................................................ 1 — Losses on sales of receivables ...................................................... — 7 Earnings before income taxes................................................... 140 110 Income tax expense ...................................................................... 65 56 Net earnings ........................................................................... $ 75 $ 54 Basic earnings per share: Earnings per share ...................................................................... $ 0.76 $ 0.62 Weighted average shares ............................................................ 98.9 86.8 Diluted earnings per share: Earnings per share ...................................................................... $ 0.74 $ 0.60 Weighted average shares ............................................................ 101.3 90.3

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Historical and Pro Forma Consolidated and Combined Statements of Operations

(Unaudited)

Historical Pro Forma Six months ended (Dollars in millions) June 25, 2004 June 27, 2003 Sales ............................................................................................. $ 6,086 $ 5,790 Cost of sales.................................................................................. 5,394 5,075 Gross profit............................................................................... 692 715 Administrative and selling expenses ............................................ 258 273 Research and development expenses............................................ 79 81 Amortization of intangible assets ................................................. 17 15 Other (income) — net................................................................... (16) (21) Operating income ..................................................................... 354 367 Interest expense, net ..................................................................... 123 150 Loss on retirement of debt ............................................................ 48 — Losses on sales of receivables ...................................................... — 8 Earnings before income taxes................................................... 183 209 Income tax expense ...................................................................... 106 107 Net earnings ........................................................................... $ 77 $ 102 Basic earnings per share: Earnings per share ...................................................................... $ 0.80 $ 1.18 Weighted average shares ............................................................ 96.6 86.8 Diluted earnings per share: Earnings per share ...................................................................... $ 0.77 $ 1.15 Weighted average shares ............................................................ 99.5 89.0


Reconciliation to Historical and Pro Forma 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, 2003, which contains summary historical and pro forma financial data. The accompanying unaudited pro forma financial information is intended to give effect to the February 28, 2003 acquisition of the former TRW Inc.’s automotive business by affiliates of The Blackstone Group L.P. from Northrop Grumman Corporation and the July 22, 2003 refinancing of a portion of debt entered into in connection with the acquisition, as if these transactions had occurred on January 1, 2003. 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. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. 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.

Historical Pro Forma Three months ended (Dollars in millions) June 25, 2004 June 27, 2003 GAAP net (losses) earnings........................................................... $ 75 $ (20) Income tax expense ................................................................... 65 33 Interest expense, net of interest income..................................... 60 78 Loss on retirement of debt ......................................................... 1 — Loss on sales of receivables....................................................... — 7 GAAP operating income ............................................................... 201 98 Pro forma adjustments:

Inventory fair value adjustment ................................................ — 7 Purchased in-process research and development ...................... — 85

Operating income .......................................................................... 201 190

Depreciation and amortization......................................................... 123 122 EBITDA.......................................................................................... $ 324 $ 312

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Reconciliation to Historical and Pro Forma 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, 2003, which contains summary historical and pro forma financial data. The accompanying unaudited pro forma financial information is intended to give effect to the February 28, 2003 acquisition of the former TRW Inc.’s automotive business by affiliates of The Blackstone Group L.P. from Northrop Grumman Corporation and the July 22, 2003 refinancing of a portion of debt entered into in connection with the acquisition, as if these transactions had occurred on January 1, 2003. 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. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. 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.

Historical Pro Forma Six months ended (Dollars in millions) June 25, 2004 June 27, 2003 GAAP net (losses) earnings........................................................... $ 77 $ (35) Income tax expense ................................................................... 106 69 Interest expense, net of interest income..................................... 123 167 Loss on retirement of debt ......................................................... 48 — Loss on sales of receivables....................................................... — 25 GAAP operating income ............................................................... 354 226 Pro forma adjustments:

Inventory fair value adjustment ................................................ — 42 Depreciation and amortization.................................................. — 4 Purchased in-process research and development ...................... — 85 Other ......................................................................................... — 10

Operating income .......................................................................... 354 367

Depreciation and amortization, net of a $5 million pro forma adjustment ....................................................................................... 246 240 EBITDA(1)....................................................................................... $ 600 $ 607

(1) Reflects primarily non-cash decline in net pension and OPEB income of $39 million between the two first quarter

periods. Restructuring and unusual charges for the first half were $13 million in 2004 and $12 million in 2003.

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2004 Second Quarter Financial Results Conference Call Presentation

July 27, 2004

© TRW Automotive Holdings Corp. 2004

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IntroductionPatrick StobbDirector, Investor Relations

Second Quarter SummaryJohn C. PlantPresident and Chief Executive Officer

Safe Harbor Statement

This material contains statements that are not statements of historical fact, but instead are forward-looking statements. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those contained in forward-looking statements made in this release. Such risks, uncertainties and other important factors which could cause our actual results to differ materially from those contained in our forward-looking statements are set forth in the TRW Automotive Holdings Corp. final prospectus dated as of February 2, 2004 (the "Prospectus") filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(4), our Report on Form 10-K for the fiscal year ended December 31, 2003 (the “10-K”), and our Report on Form 10-Q for the quarter ended March 26, 2004, and include: our substantial leverage; the highly competitive automotive parts industry and its cyclicality; pricing pressures from our customers; increasing costs for purchased components and raw materials; non-performance by, or insolvency of, our suppliers; product liability and warranty and recall claims; our dependence on our largest customers; limitations on flexibility in operating our business contained in our debt agreements; increases in interest rates; fluctuations in foreign exchange rates; the possibility that our owners' interests will conflict with ours; work stoppages or other labor issues and other risks and uncertainties set forth under "Risk Factors" in the Prospectus, in the 10-K and in our other SEC filings. We do not intend or assume any obligation to update any of these forward-looking statements.


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Second Quarter Highlights

• Achieved solid financial results measurably above high-end of guidance range, driven by:– Better than expected European volumes– Momentum of cost performance initiatives

• Sales of $3.2 billion, up 6% vs. 2003

• Net Earnings of $75 million or $0.74 per diluted share, up $21 million, or 39% from prior year pro forma

• Total gross debt down $71 million from end of first quarter; $565 million year-to-date


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Second Quarter Highlights• Restructuring efforts on plan

– Closed Danville, Pennsylvania plant– Headcount reductions in Western Europe– Opened new plant in low-cost Eastern Europe (Romania)

• China efforts proceeding, exploring opportunities for growth

• 2004 net new sales awards at targeted levels – Major volume win in occupant safety, air bags and seat belts– Trend of wins indicative of present sales diversification

• “Safety Sells”– strategic focus supporting revenue growth – NHTSA making progress on side-impact requirements– Final tire pressure monitoring decision expected this summer

Demand for Safety Products Supports Growth ExpectationsDemand for Safety Products Supports Growth Expectations


5

First Half 2004 Summary• Completed IPO

• Sales of $6.1 billion, up 5% vs. 2003 pro forma

• Net earnings of $77 million or $0.77 per share:– Includes $48 million or $0.48 per share related to debt

repayment transactions– Earnings up 23% at $125 million or $1.26 per share,

excluding debt repayment charges

• Total gross debt down $565 million from year-end 2003

• Achieved operational and financial objectives

Note: Per share amounts are based on weighted average diluted shares outstanding of 99.5 million shares.


6

Metal-Based Inflation• Metal-based inflationary pressures remains an

industry-wide issue

• Pricing levels remain high in North America; extending to Europe and Asia

• First half impact lessened by:– Active supply chain management– Aggressive cost savings throughout the company– Other favorable business variances

• Maintain cautious view regarding potential impact to the second half and beyond


7

Looking Ahead

11.9

15.9

11.5

16.0

5

10

15

20

2003 2004 2003 2004North America

18.8 19.3

10

15

20

2003 2004Europe

2004 Production Forecast(1)

(units in millions)Total

Big 3

• Lowering North American production to 16.0 million units to reflect weaker second half production

• Full-year Big 3 production expected to be down 3-4% compared to the prior year

• Third Quarter Big 3 production especially weak, down 5% year-over-year

• Europe production remains strong

• Industry-wide attention to safety related technologies and products remains at a high level

(1) Source: Primarily CSM Worldwide and internal company estimates.

2004 Comments

≈

≈


8

2004 Expectations- Revised Guidance• Sales of $11.6 to $11.8 billion

• Earnings per share of $1.22 to $1.32(1):– Includes $48 million, or $0.48 per share for charges relating

to debt repayment transactions– Earnings per share of $1.70 to $1.80 excluding these

charges

• Earnings per share guidance also includes:– $33 million of amortization of intangibles (principally

customer relationships)– $35 million of restructuring charges

• EBITDA of $1,070 to $1,090 million(2)

(1) Per share amounts based on weighted average diluted shares outstanding of approximately 101 million shares.(2) Based on expected operating income in the range of $570 to $590 million, adding back expected depreciation and amortization of approximately $500 million.


9


10

Financial OverviewJoseph S. CantieExecutive Vice President andChief Financial Officer

Q2 2004 Q2 2003

Pro Forma(1)2004 B/(W)

2003

Sales 3,163$ 2,977$ 186$

Operating Income 201 190 11

Interest(2) (61) (80) 19 Taxes (65) (56) (9) Net Earnings 75$ 54$ 21$

Earnings Per Share 0.74$ 0.60$

Effective Tax Rate 46% 51%Weighted Avg. Diluted Shares 101.3 90.3

Second Quarter 2004 Results(dollars in millions)

(1) Pro forma for the acquisition and July 2003 debt refinancing. Please refer to pages A5-A8 of the press release schedules that accompany this presentation for a reconciliation of pro forma to actual consolidated and combined financials.

(2) Includes interest expense and income for both years; Q2 2003 also includes loss on sales of receivables of $7 million; Q2 2004 includes $1 million for loss on debt retirement.


11

Q2 2004

Q2 2003 Pro

Forma(1)

Net Earnings 75$ 54$ Income Tax Expense 65 56 Interest(2) 61 80

Operating Income 201$ 190$ Depreciation and amortization 123 122 EBITDA(3) 324$ 312$

Second Quarter 2004 Results(dollars in millions)

Memo: Q2 2003 includes $15 million of unrealized currency exchange gains for inter-company loans, which did not recur in 2004

(1) Q2 2003 is pro forma for the acquisition and July 2003 debt refinancing. For a reconciliation of pro forma to actual consolidated and combined sales please refer to pages A5-A8 of the press release schedules that accompany this presentation.

(2) Includes interest expense and income for both years; Q2 2003 also includes loss on sales of receivables of $7 million; Q2 2004 includes $1 million for loss on debt retirement.(3) Please see page A9 of the press release schedules that accompany this presentation for a reconciliation of EBITDA to net earnings and our rationalization for using this metric.


12

1st Half 2004

1st Half 2004 Less

Debt Charges

1st Half 2003 Pro Forma(1)

Sales 6,086$ 6,086$ 5,790$

Operating Income 354 354 367

Interest(2) (123) (123) (158)

Loss on Retirement of Debt (48) - - Taxes (106) (106) (107) Net Earnings 77$ 125$ 102$

Earnings Per Share 0.77$ 1.26$ 1.15$

Weighted Avg. Diluted Shares 99.5 99.5 89.0 Effective Tax Rate 58% 46% 51%

Excludes $48 million for debt

repayment charges

First Half 2004 Results(dollars in millions)


(2) Includes interest expense and income for both years; first-half 2003 also includes loss on sales of receivables of $8 million.


13

1st Half 2004

1st Half Pro

Forma(1)

Net Earnings 77$ 102$ Income Tax Expense 106 107 Interest(2) 123 158 Loss on Retirement of Debt 48 - Operating Income 354$ 367$ Depreciation and amortization 246 240 EBITDA(3) 600$ 607$

First Half 2004 Results(dollars in millions)

Memo: Net Pension and OPEB income down $39 million in Q1 2004 compared to pro forma Q1 2003Q2 2003 includes $15 million of unrealized currency exchange gains for inter-company loans, which did not recur in 2004


(2) Includes interest expense and income for both years; first-half 2003 also includes loss on sales of receivables of $8 million.(3) Please see page A10 of the press release schedules that accompany this presentation for a reconciliation of EBITDA to net earnings and our rationalization for using this metric.


14

Deleveraging Continues (dollars in millions)

Net DebtNet Debt(1)(1) CommentsComments

• Reduced debt by $71 million in Q2 2004, down $565 million year to date

• Net debt down $140 million in Q2 2004, down $255 year to date

• As of Jun 25, 2004, the Company had over $1 billion of liquidity– $500 million revolver– $400 million A/R facility– $519 million of cash on

balance sheet

$3,089 $2,923$2,304$2,456$2,582

$2,709$2,849$2,964

$3,295$3,437

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

'Feb 28 'Sep 26 'Dec 31 'Mar 26 'Jun 25

(1) Net debt is equal to total indebtedness (including receivables facility) minus cash, cash equivalents and marketable securities. For net debt reconciliation to closest GAAP equivalent, please refer to the reconciliation on slide 19 of this presentation.

PIK Seller NoteOperating Co. Debt


15

Third Quarter 2004 Expectations

• Sales of approximately $2.7 billion

• Earnings per share of $0.09 to $0.14

• Earnings per share guidance includes:– $10 million of restructuring charges– $8 million for amortization of intangibles (principally

customer relationships)

Note: Per share range based on weighted average diluted shares outstanding of approximately 102 million shares.


16

Defining Success in 2004

• IPO – completed on February 6, 2004

• New business wins at planned rates

• Achieve financial commitments, including– Sales and earnings– Implement cost savings at targeted levels– Complete restructuring actions– Reduction in effective tax rate

• Strengthen balance sheet by lowering debt


17


18

Automotive

Net Debt Reconciliation (Support Slide)(dollars in millions)

3/1/03 9/26/03 12/31/03 3/26/04 6/25/04Cash 449$ 399$ 828$ 449$ 519$ Marketable securities 26 16 16 16 15

Total 475 415 844 465 534

Short term debt 168 54 76 66 65

Long term debt:Term loan facilities 1,510 1,469 1,480 1,263 1,211 Senior notes 1,142 1,155 1,178 1,049 1,017 Senior subordinated notes 435 444 458 294 294 Lucas Varity senior notes 167 175 189 190 192 Other borrowings 142 41 45 59 59 Total Short & Long Term Debt 3,564 3,338 3,426 2,921 2,838

Net debt operating company 3,089$ 2,923$ 2,582$ 2,456$ 2,304$ Seller note 348 372 382 393 405 Net debt TRW Holdings 3,437$ 3,295$ 2,964$ 2,849$ 2,709$

Period-End Balances


19

2004 q2 trw auto earnings presentation

Economy & Finance