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2006 Q1 TRW Auto Earnings Presentation

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February 21, 2006 2006 First Quarter Financial Results Conference Call Materials TRW Automotive Holdings Corp. Materials Included Pages - Press Release 1-6 - Financial Summaries A1-A6 - Conference Call Presentation P1-P19 May 3, 2006 © TRW Automotive Holdings Corp. 2006
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Page 1: 2006 Q1 TRW Auto Earnings Presentation

February 21, 2006

2006 First Quarter Financial Results Conference Call Materials

TRW Automotive Holdings Corp.

Materials Included Pages- Press Release 1-6- Financial Summaries A1-A6- Conference Call Presentation P1-P19

May 3, 2006

© TRW Automotive Holdings Corp. 2006

Page 2: 2006 Q1 TRW Auto Earnings Presentation

TRW Automotive News 12001 Tech Center Drive

Livonia, MI 48150 Release

Investor Relations Contact: Patrick R. Stobb (734) 855-3140 Media Contact:

Manley Ford (734) 855-2616

TRW Automotive Reports First Quarter 2006 Financial Results; Provides Update on 2006 Outlook LIVONIA, MICHIGAN, May 3, 2006 — TRW Automotive Holdings Corp. (NYSE: TRW),

the global leader in active and passive safety systems, today reported first-quarter 2006

financial results with sales of $3.4 billion, an increase of 5.3 percent compared to the

same period a year ago. Net earnings for the quarter were $47 million, or $0.46 per

diluted share, which compares to net earnings of $50 million or $0.50 per diluted share

in the prior year quarter.

As previously announced, first-quarter 2006 earnings included expenses of $57 million

for loss on retirement of debt associated with the tender for the outstanding GBP 94.6

million 10.875% bonds of the Company’s Lucas Industries Limited subsidiary. First

quarter net earnings excluding these expenses were $104 million, or $1.01 per diluted

share, which were above previously provided guidance primarily due to a higher level of

revenues, a more favorable operational performance and a lower level of tax expense

than previously anticipated.

“We posted a strong start to the year, highlighted by solid first quarter financial results,

steady progress on our operating initiatives and new business awards at a level that

supports our future growth expectations,” said John Plant, president and chief executive

officer. “Although industry conditions remain challenging, we have been successful at

growing the business and executing our strategic restructuring initiatives at an

accelerated pace.”

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Page 3: 2006 Q1 TRW Auto Earnings Presentation

Mr. Plant added, “Looking to the remainder of the year, our ability to achieve our

objectives will depend heavily on the execution of our operating strategies, particularly

in the second half of the year, where we anticipate fundamentals will worsen due to

heightened commodity inflation and softer industry production schedules.”

First Quarter 2006 The Company reported first-quarter 2006 sales of $3.4 billion, an increase of $171

million or 5.3 percent compared to prior year sales of $3.2 billion. The increase

resulted primarily from the inclusion of sales from the acquisition of Dalphi Metal

Espana, S.A. (“Dalphimetal”), which was acquired in October 2005, together with sales

growth from safety products and the net benefit of higher vehicle production, primarily in

Europe. These positives were partially offset by the negative effect of foreign currency

translation and price reductions provided to customers.

Operating income for first-quarter 2006 was $227 million, which represents an increase

of $75 million over the prior year total of $152 million. The positive variance resulted

primarily from the increased level of sales and from a beneficial product mix that

favored the Company’s Occupant Safety business. In addition, savings generated from

cost reduction, productivity and restructuring programs and the non-recurrence of

certain customer solvency and currency related expenses also contributed to the year-

to-year increase in operating income. These items were in part offset by price

reductions provided to customers and the negative net impact of commodity inflation.

Restructuring expenses in both the first quarter of 2006 and 2005 were $8 million.

Net interest and securitization expense for first-quarter 2006 totaled $61 million. In

comparison, the prior year totaled $59 million, which included expenses of $3 million

related to a refinancing transaction. The year-to-year increase in expense can be

attributed to the impact of rising interest rates on the Company’s floating rate debt and

incremental bank debt assumed at the time of the Dalphimetal acquisition that more

than offset interest savings related to past debt reduction and capital structure

improvement efforts and the non-recurrence of debt refinancing expenses. As

mentioned previously, the Company incurred charges of $57 million related to the

redemption of the 10.875% Lucas bonds during the 2006 quarter.

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Page 4: 2006 Q1 TRW Auto Earnings Presentation

Tax expense in the 2006 quarter was $63 million, resulting in an effective tax rate of 57

percent. The effective tax rate excluding the previously mentioned $57 million loss on

retirement of debt was 38 percent, which is below the expected annual rate as a result

of the Company’s quarterly geographical earnings profile.

Net earnings in the first quarter of 2006 were $47 million, or $0.46 per diluted share,

which compares to $50 million or $0.50 per share in the 2005 period. Net earnings

excluding the $57 million for loss on retirement of debt were $104 million or $1.01 per

diluted share.

Earnings before interest, securitization costs, loss on retirement of debt, taxes,

depreciation and amortization (“EBITDA”) were $360 million in the first-quarter, which is

a 27 percent increase compared to prior year EBITDA of $283 million. The year-to-year

increase can be attributed to the higher level of operating income in the 2006 quarter.

Capital Structure/Liquidity First-quarter 2006 net cash provided by operating activities was $18 million, which

compares to cash used of $51 million in the prior year quarter. Capital expenditures for

the quarter were $83 million, which is equal to the level reported in the 2005 period.

On February 2, 2006, the Company’s wholly owned subsidiary, Lucas Industries

Limited, completed the tender for its outstanding GBP 94.6 million 10.875% bonds.

The transaction was funded with cash on hand. As mentioned previously, the

Company incurred a $57 million charge for loss on retirement, which reflects the

difference between the tender amount and the book value of debt related to the bonds

at the time of the transaction.

As of March 31, 2006, the Company had $3,046 million of debt and $390 million of cash

and marketable securities, resulting in net debt (defined as debt less cash and

marketable securities) of $2,656 million. Net debt increased by $96 million compared to

year-end 2005 primarily due to the $57 million premium associated with the bond

tender transaction and the impact of net cash used in operating and investing activities,

which historically is a net outflow in the first quarter due to seasonal factors.

3

Page 5: 2006 Q1 TRW Auto Earnings Presentation

2006 Outlook For full-year 2006, the Company continues to expect revenue in the range of $12.8 to

$13.2 billion. However, guidance related to net earnings has been revised upward from

previous levels as a result of the strong first quarter results announced today.

Accordingly, the Company now expects earnings per diluted share in the range of $1.30

to $1.60, which includes the $57 million charge related to the bond tender transaction.

Earnings per diluted share excluding this charge are expected to be in the range of

$1.85 to $2.15.

The Company expects pre-tax restructuring expenses of $50 million and an effective

tax rate of approximately 45 percent, which excludes expenses related to the bond

tender transaction. Lastly, the Company’s estimate for capital expenditures remains at

approximately 4 percent of sales for the year.

For the second quarter of 2006, the Company expects revenue of approximately $3.4

billion and operating income to be slightly below the level achieved in the comparable

prior year period.

First Quarter 2006 Conference Call The Company will host its first-quarter 2006 conference call at 9:00 a.m. (EDT) today,

Wednesday, May 3rd, to discuss financial results and other related matters. To access

the conference call, U.S. locations should dial (877) 852-7898, and locations outside

the U.S. should dial (706) 634-1095.

A replay of the conference call will be available approximately two hours after the

conclusion of the call and accessible 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 8234357. A live audio web cast and

subsequent replay of the conference call will also be available on the Company’s

website at www.trwauto.com/results.

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Page 6: 2006 Q1 TRW Auto Earnings Presentation

Reconciliation to GAAP In addition to GAAP results included within this press release, the Company has

provided certain information which is not calculated according to GAAP (“non-GAAP”).

Management believes these non-GAAP measures are useful to evaluate operating

performance and/or regularly used by security analysts, institutional investors and other

interested parties in the evaluation of the Company.

Non-GAAP measures are not purported to be a substitute for any GAAP measure and

as calculated, may not be comparable to other similarly titled measures of other

companies. For a reconciliation of non-GAAP measures to the closest GAAP measure

and for share amounts used to derive earnings per share, please see the financial

schedules that accompany this release.

About TRW With 2005 sales of $12.6 billion, TRW Automotive ranks among the world's leading

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

its subsidiaries, employs approximately 63,000 people in 25 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 within the meaning of the Private Securities Litigation

Reform Act of 1995. 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 our Report on Form 10-K for the fiscal year

ended December 31, 2005 (the “10-K”), and include: work stoppages or other labor

5

Page 7: 2006 Q1 TRW Auto Earnings Presentation

issues at the facilities of our customers or suppliers; possible production cuts or

restructuring by our customers; loss of market share by domestic vehicle

manufacturers; efforts by our customers to consolidate their supply base; severe

inflationary pressures impacting the market for commodities; non-performance by, or

insolvency of, our suppliers and customers, which may be exacerbated by recent

bankruptcies; escalating pricing pressures from our customers; our dependence on our

largest customers; interest rate risk arising from our variable rate indebtedness;

fluctuations in foreign exchange rates; our substantial leverage; product liability and

warranty and recall claims; limitations on flexibility in operating our business contained

in our debt agreements; the possibility that our owners' interests will conflict with ours

and other risks and uncertainties set forth under "Risk Factors" 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.

# # #

6

Page 8: 2006 Q1 TRW Auto Earnings Presentation

A1

TRW Automotive Holdings Corp.

Index of Condensed Consolidated Financial Information Page Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2006 and April 1, 2005 ......................................................... A2 Condensed Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005........................................................................... A3 Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2006 and April 1, 2005 ............................................................ A4 Reconciliation of GAAP Net Earnings to EBITDA (unaudited) for the three months ended March 31, 2006 and April 1, 2005 ............................................................ A5 Reconciliation of GAAP Net Earnings to Adjusted Earnings (unaudited) for the three months ended March 31, 2006 ......................................................................................... A6 The accompanying unaudited condensed consolidated financial information and reconciliation schedules should be read in conjunction with the TRW Automotive Holdings Corp. Form 10-K for the year ended December 31, 2005, as filed with the United States Securities and Exchange Commission on February 23, 2006.

Page 9: 2006 Q1 TRW Auto Earnings Presentation

A2

TRW Automotive Holdings Corp.

Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts) Three Months Ended March 31, 2006 April 1, 2005

Sales ....................................................................................................... $ 3,396 $ 3,225 Cost of sales ........................................................................................... 3,039 2,915 Gross profit ....................................................................................... 357 310 Administrative and selling expenses...................................................... 129 136 Amortization of intangible assets........................................................... 9 8 Restructuring charges and asset impairments ........................................ 8 8 Other (income) expense — net .............................................................. (16) 6 Operating income .............................................................................. 227 152 Interest expense — net........................................................................... 60 58 Loss on retirement of debt ..................................................................... 57 – Accounts receivable securitization costs................................................ 1 1 Equity in earnings of affiliates, net of tax.............................................. (4) (5)Minority interest, net of tax ................................................................... 3 2 Earnings before income taxes ........................................................... 110 96 Income tax expense................................................................................ 63 46 Net earnings ...................................................................................... $ 47 $ 50 Basic earnings per share: Earnings per share................................................................................ $ 0.47 $ 0.51 Weighted average shares...................................................................... 99.5 99.0 Diluted earnings per share: Earnings per share................................................................................ $ 0.46 $ 0.50 Weighted average shares...................................................................... 103.0 101.0

Page 10: 2006 Q1 TRW Auto Earnings Presentation

A3

TRW Automotive Holdings Corp.

Condensed Consolidated Balance Sheets

(Dollars in millions) As of

March 31,

2006 December 31,

2005 (Unaudited)

Assets Current assets:

Cash and cash equivalents ................................................................ $ 373 $ 659 Marketable securities........................................................................ 17 17 Accounts receivable — net............................................................... 2,203 1,948 Inventories ........................................................................................ 709 702 Prepaid expenses and other current assets........................................ 278 273

Total current assets ................................................................................ 3,580 3,599 Property, plant and equipment — net .................................................... 2,532 2,538 Goodwill ................................................................................................ 2,297 2,293 Intangible assets — net.......................................................................... 761 769 Prepaid pension cost .............................................................................. 235 222 Other assets............................................................................................ 834 809

Total assets ........................................................................................ $ 10,239 $ 10,230

Liabilities, Minority Interests and Stockholders’ Equity Current liabilities:

Short-term debt ................................................................................ $ 98 $ 98 Current portion of long-term debt.................................................... 49 37 Trade accounts payable.................................................................... 1,952 1,865 Accrued compensation..................................................................... 254 280 Other current liabilities .................................................................... 1,358 1,310

Total current liabilities........................................................................... 3,711 3,590 Long-term debt ...................................................................................... 2,899 3,101 Post-retirement benefits other than pensions ......................................... 909 917 Pension benefits ..................................................................................... 795 795 Other long-term liabilities...................................................................... 530 513

Total liabilities .................................................................................. 8,844 8,916 Minority interests................................................................................... 107 106

Commitments and contingencies

Stockholders’ equity: Capital stock..................................................................................... 1 1 Treasury stock.................................................................................. — — Paid-in-capital .................................................................................. 1,151 1,142 Retained earnings............................................................................. 179 132 Accumulated other comprehensive losses ...................................... (43) (67)

Total stockholders’ equity ..................................................................... 1,288 1,208 Total liabilities, minority interests, and stockholders’ equity ........... $ 10,239 $ 10,230

Page 11: 2006 Q1 TRW Auto Earnings Presentation

A4

TRW Automotive Holdings Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions) Three Months Ended March 31, 2006 April 1, 2005

Operating Activities Net earnings.................................................................................................... $ 47 $ 50 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

Depreciation and amortization ................................................................... 132 128 Other — net ............................................................................................... 11 (20)

Changes in assets and liabilities, net of effects of businesses acquired or divested ................................................................................................... (172)

(209)

Net cash provided by (used in) operating activities.............................. 18 (51)

Investing Activities Capital expenditures ....................................................................................... (83) (83) Net proceeds from asset sales and divestitures............................................... 8 — Other — net .................................................................................................... (1) —

Net cash used in investing activities..................................................... (76) (83) Financing Activities Change in short-term debt .............................................................................. (3) (1)Proceeds from issuance of long-term debt ..................................................... 3 1,293 Redemption of long-term debt ....................................................................... (250) (1,506)Debt issue costs .............................................................................................. — (4)Issuance of capital stock, net of fees .............................................................. — 143 Repurchase of capital stock............................................................................ — (143)Proceeds from exercise of stock options ........................................................ 7 —

Net cash used in financing activities .................................................... (243) (218)Effect of exchange rate changes on cash........................................................ 15 (3)Decrease in cash and cash equivalents ........................................................... (286) (355)Cash and cash equivalents at beginning of period.......................................... 659 790 Cash and cash equivalents at end of period.................................................... $ 373 $ 435

Page 12: 2006 Q1 TRW Auto Earnings Presentation

TRW Automotive Holdings Corp.

Reconciliation of GAAP Net Earnings to EBITDA (Unaudited)

The reconciliation schedule below should be read in conjunction with the TRW Automotive Holdings Corp. Form 10-K for the year ended December 31, 2005, which contains summary historical data. The EBITDA measure calculated in the following schedule is a measure used by management to evaluate operating performance. Management believes that EBITDA is a useful measurement because it is frequently used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net earnings (losses) as an indicator of operating performance, or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies.

(Dollars in millions) Three Months Ended March 31, 2006 April 1, 2005 GAAP net earnings ................................................................ $ 47 $ 50

Income tax expense ......................................................... 63 46 Interest expense — net .................................................... 60 58 Loss on retirement of debt ............................................... 57 — Accounts receivable securitization costs ......................... 1 1 Depreciation and amortization......................................... 132 128

EBITDA................................................................................. $ 360 $ 283

A5

Page 13: 2006 Q1 TRW Auto Earnings Presentation

TRW Automotive Holdings Corp.

Reconciliation of GAAP Net Earnings to Adjusted Earnings

(Unaudited) In conjunction with the Company’s February 2, 2006 repurchaseof its subsidiary Lucas Industries Limited’s £94.6 million 10 7/8% bonds due 2020 for £137 million, or approximately $243 million, the Company recorded a loss on retirement of debt of £32 million, or approximately $57 million. Such loss on retirement of debt carries zero tax benefit due to the Company’s tax loss position in the respective jurisdiction. The following adjustment excludes the loss on retirement of debt to show the impact as if this transaction had not occurred.

(In millions, except per share amounts)

Three Months Ended

March 31, 2006 Actual Adjustments

Three Months Ended

March 31, 2006 Adjusted

Sales......................................................................... $ 3,396 $ — $ 3,396 Cost of sales............................................................. 3,039 — 3,039 Gross profit .......................................................... 357 — 357 Administrative and selling expenses........................ 129 — 129 Amortization of intangible assets ............................ 9 — 9 Restructuring charges and asset impairments .......... 8 — 8 Other income — net ................................................ (16) — (16) Operating income ................................................ 227 — 227 Interest expense, net ................................................ 60 — 60 Loss on retirement of debt ....................................... 57 (57) (a) — Account receivable securitization costs ................... 1 — 1 Equity in earnings of affiliates, net of tax................ (4) — (4) Minority interest, net of tax ..................................... 3 — 3 Earnings before income taxes .............................. 110 57 167 Income tax expense ................................................ 63 — 63 Net earnings ........................................................ $ 47 $ 57 $ 104 Effective tax rate...................................................... 57% 38% Basic earnings per share: Earnings per share ................................................. $ 0.47 $ 1.05 Weighted average shares ....................................... 99.5 99.5 Diluted earnings per share: Earnings per share ................................................. $ 0.46 $ 1.01 Weighted average shares ....................................... 103.0 103.0

(a) Reflects the elimination of the loss on retirement of debt.

A6

Page 14: 2006 Q1 TRW Auto Earnings Presentation

May 3, 2006

2006 First Quarter Financial Results Conference Call Presentation

TRW Automotive Holdings Corp.

Page 15: 2006 Q1 TRW Auto Earnings Presentation

P2 © TRW Automotive Holdings Corp. 2006

IntroductionPatrick StobbDirector, Investor Relations

Business SummaryJohn C. PlantPresident and Chief Executive Officer

Page 16: 2006 Q1 TRW Auto Earnings Presentation

P3 © TRW Automotive Holdings Corp. 2006

This material contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those contained in forward-looking statements made in this presentation. 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 our Report on Form 10-K for the fiscal year ended December 31, 2005 (the “10-K”), and include: work stoppages or other labor issues at the facilities of our customers or suppliers; possible production cuts or restructuring by our customers; loss of market share by domestic vehicle manufacturers; efforts by our customers to consolidate their supply base; severe inflationary pressures impacting the market for commodities; non-performance by, or insolvency of, our suppliers and customers, which may be exacerbated by recent bankruptcies; escalating pricing pressures from our customers; our dependence on our largest customers; interest rate risk arising from our variable rate indebtedness; fluctuations in foreign exchange rates; our substantial leverage; product liability and warranty and recall claims; limitations on flexibility in operating our business contained in our debt agreements; the possibility that our owners' interests will conflict with ours and other risks and uncertainties set forth under "Risk Factors" 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.

Safe Harbor Statement

Page 17: 2006 Q1 TRW Auto Earnings Presentation

P4 © TRW Automotive Holdings Corp. 2006

Summary Comments

• Company posted a strong start to the year, highlighted by:– Solid financial results that exceeded previously provided guidance – Steady progress on operating initiatives and the completion of

restructuring actions

• Operating environment remains challenging:– Significant cost pressures continue to weigh heavily on results– North America in the midst of a prolonged and very difficult industry

environment, led by market share losses among Big 3 and commodity inflation

– Sustained pressures reshaping North American vehicle and component industry

• TRW making excellent progress despite challenges, growing competitively and paving the way for long term profitability

Page 18: 2006 Q1 TRW Auto Earnings Presentation

P5 © TRW Automotive Holdings Corp. 2006

• Reported sales of $3.4 billion dollars, an increase of 5.3% from the prior year period:– Safety product volumes– Dalphimetal acquisition– Currency translation– Customer pricing

• GAAP Net earnings of $47 million, or $0.46 per diluted share, which includes:– $57 million loss on retirement of debt from Lucas bond tender transaction

• Net earnings excluding the one-time item were $104 million or $1.01 per diluted share

• Net debt at quarter-end increased to $2.7 billion, reflecting the negative impact of the Lucas bond tender transaction and seasonal factors on quarterly cash flow

First Quarter Financial Highlights

++

--++

--

Note: Per share amounts based on weighted average diluted shares outstanding of approximately 103 million shares.

Page 19: 2006 Q1 TRW Auto Earnings Presentation

P6 © TRW Automotive Holdings Corp. 2006

• Steady pace of new business awards in the quarter:– Wins for the quarter in-line with business planning objectives, supports

long term growth expectations– Distribution of awards strengthens diversification

• Restructuring initiatives proceeding as planned:– Announced 12 manufacturing facility closures over the past 15 months– 5 plants closed to date, 6 closures expected in 2006, remaining closure

expected in 2007– Q1 announcements include Rushford, Minnesota and Kani, Japan plants– Number of initiatives aimed at making facilities more competitive

• Dalphimetal integration on schedule:– Provides good value to the Company, including revenue with certain

European customers that were underrepresented in the portfolio– Addresses growing capacity concerns in Europe

Business Developments

Page 20: 2006 Q1 TRW Auto Earnings Presentation

P7 © TRW Automotive Holdings Corp. 2006

• Structural issues in North America continue to raise the level of uncertainty, including:– Restructuring at GM and Ford– Delphi’s court proceedings and strike speculation– Dana’s quick descent into bankruptcy

• Commodity sourcing environment – Aluminum:– Inflationary pressures have worsened mainly due to aluminum pricing– Aluminum pricing has increased 20% since the start of the year– Due to timing of contracts and forward inventory levels, pricing will begin

to impact cost base at the tail end of the second quarter

• TRW maintaining a steady focus on areas within its control –developing long term operating strategies and executing them decisively…

Business Developments

Page 21: 2006 Q1 TRW Auto Earnings Presentation

P8 © TRW Automotive Holdings Corp. 2006

2006 Operating Environment

• Adjusted North American estimate downward to 15.8 million units

• Anticipate share losses at both Ford and GM in North America for each of the remaining quarters

• Momentum of sales growth demonstrated in first quarter will slow over the remaining nine months

• Commodity inflation still a challenge, particularly in the second half of the year

• Strong start to the year has led to upward revision in full year guidance

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

2006 Production Assumptions(1)

(units in millions)

20.0

10.7

15.8

19.9

10.9

15.8

20.2

11.4

15.8

19.2

11.9

15.9

Europe

NorthAmerica

Big 3

NorthAmerica

‘04’03

‘05‘06

‘06

‘04’03

‘05‘06

‘04’03

‘05‘06

Page 22: 2006 Q1 TRW Auto Earnings Presentation

P9 © TRW Automotive Holdings Corp. 2006

• Expect sales in the range of $12.8 to $13.2 billion

• GAAP Net earnings per diluted share of $1.30 to $1.60(1)

– Includes $57 million for loss on retirement of debt related to Lucas bond tender transaction

• Net earnings excluding loss on retirement of debt in the range of $1.85 to $2.15 per diluted share(1)

• Includes restructuring expenses of $50 million

• Capital spending expected to run at approximately 4% of sales

2006 Full Year Outlook

(1) Per share amounts based on weighted average diluted shares outstanding of approximately 103.5 million shares.

Page 23: 2006 Q1 TRW Auto Earnings Presentation

P10 © TRW Automotive Holdings Corp. 2006

Business Structure Providing Value

• Solid financial results and improved outlook are very much a part of TRW’s business structure, the value characteristics of which are clear:

Global leader in safety

Industry leading diversification

Technology driven

Aggressive cost reduction

Experienced and dedicated global employee base

• Long term profit focus serving us well – guides the decisions we make daily

Page 24: 2006 Q1 TRW Auto Earnings Presentation

P11 © TRW Automotive Holdings Corp. 2006

Financial OverviewJoseph S. CantieExecutive Vice Presidentand Chief Financial Officer

Page 25: 2006 Q1 TRW Auto Earnings Presentation

P12 © TRW Automotive Holdings Corp. 2006

First Quarter Results

Adjusting Item(a) Represents $57 million loss on retirement of debt related to Lucas bond tender transaction.

(a)

(dollars in millions) Adjusting Adjusted2006 Q1

- 3,396$

- 227

- 61

7) -

- (4)

- 3

2006 Q1 Item 2005 Q1

Sales 3,396$ $ 3,225$

Operating Income 227 152

Net Interest and Securitization 61 59

Loss on Retirement of Debt 57 (5 -

Equity in earnings of affiliates (4) (5)

Minority Interest 3 2

Income Taxes 63 - 63 46

Net Earnings (Losses) 47$ 57$ 104$ 50$

Share Count 103.0 101.0

Earnings Per Share 0.46$

103.0

1.01$ 0.50$

Effective Tax Rate 57% 48%38%

Page 26: 2006 Q1 TRW Auto Earnings Presentation

P13 © TRW Automotive Holdings Corp. 2006

First Quarter EBITDA Summary

(1) Please refer to slide P18 for management’s rationale for using this metric.

(dollars in millions) 2006 Q1 2005 Q1Net Earnings 47$ 50$ Income Tax Expense 63 46 Net Interest and Securitization 61 59 Loss on Retirement of Debt 57 - Depreciation and Amortization 132 128

EBITDA(1)360$ 283$

Memo:Restructuring & Asset Impairments Included Above 8$ 8$

Page 27: 2006 Q1 TRW Auto Earnings Presentation

P14 © TRW Automotive Holdings Corp. 2006

Net Debt Summary(1)

$3,089 $2,582 $2,479 $2,326 $2,514 $2,316 $2,656$2,372

$2,560$2,964

$3,437

Feb 28, 2003 Dec 31, 2003 Dec 31, 2004 Apr 1, 2005 July 1, 2005 Sep 30, 2005 Dec 31, 2005 Mar 31, 2006

Net Debt Operating Co. PIK Seller Note

Capital Structure Summary

(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 P19 of this presentation.

Dalphimetal acquisition increased net debt by $244 million

(dollars in millions)

• First quarter net cash provided by operations was $18 million, which compares to a use of $51 million in the prior year period

• Capital expenditures totaled $83 million, which is equal to the prior year level• In excess of $1 billion in available liquidity at quarter-end

Page 28: 2006 Q1 TRW Auto Earnings Presentation

P15 © TRW Automotive Holdings Corp. 2006

• Raised full year guidance due to strength of first quarter results

• Industry production and commodity inflation expected to worsen due to aluminum pricing, particularly in the second half of the year

• Second quarter expectations:– Sales of $3.4 billion

– Operating income slightly below the comparable prior year level

– Pre-tax restructuring expenses of approximately $8 million

• Although many significant challenges still in play for 2006, solid first quarter results provide higher level of confidence to achieve full year expectations

2006 Outlook Discussion

Page 29: 2006 Q1 TRW Auto Earnings Presentation

Fourth Quarter and Full Year 2005 Financial Results Conference Call

TRW Automotive Holdings Corp.

“Driving Automotive Safety”

Page 30: 2006 Q1 TRW Auto Earnings Presentation

P17 © TRW Automotive Holdings Corp. 2006

Financial Reconciliations

Page 31: 2006 Q1 TRW Auto Earnings Presentation

P18 © TRW Automotive Holdings Corp. 2006

EBITDA Measurement• The accompanying unaudited consolidated financial information and reconciliation

of GAAP net earnings to earnings before interest, income tax, accounts receivable securitization cost, loss on retirement of debt, and depreciation and amortization (“EBITDA”) should be read in conjunction with the TRW Automotive Holdings Corp. Form 10-K for the year ended December 31, 2005, as filed with the United States Securities and Exchange Commission.

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

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

Page 32: 2006 Q1 TRW Auto Earnings Presentation

P19 © TRW Automotive Holdings Corp. 2006

Net Debt Reconciliation

(dollars in millions)3/1/03 9/26/03 12/31/03 3/26/04 6/25/04 9/24/04 12/31/04 4/1/05 7/1/05 9/30/05 12/31/05 3/31/06

Cash 449$ 399$ 828$ 449$ 519$ 438$ 790$ 435$ 506$ 300$ 659$ 373$ Marketable securities 26 16 16 16 15 16 19 16 13 17 17 17

Total 475 415 844 465 534 454 809 451 519 317 676 390

Short term debt 168 54 76 66 65 27 40 38 37 38 98 98

Long term debt:Term loan facilities 1,510 1,469 1,480 1,263 1,211 1,209 1,512 1,298 1,296 1,293 1,593 1,588 Senior notes 1,142 1,155 1,178 1,049 1,017 1,044 1,063 1,042 981 972 964 960 Senior subordinated notes 435 444 458 294 294 295 306 300 293 293 291 294 Lucas Varity senior notes 167 175 189 190 192 189 202 198 187 186 181 - Other borrowings 142 41 45 59 59 58 58 54 51 49 109 106 Total Short & Long Term Debt 3,564 3,338 3,426 2,921 2,838 2,822 3,181 2,930 2,845 2,831 3,236 3,046

Net debt operating company 3,089$ 2,923$ 2,582$ 2,456$ 2,304$ 2,368$ 2,372$ 2,479$ 2,326$ 2,514$ 2,560$ 2,656$

Seller note 348 372 382 393 405 417 - - - - - - Net debt TRW Holdings 3,437$ 3,295$ 2,964$ 2,849$ 2,709$ 2,785$ 2,372$ 2,479$ 2,326$ 2,514$ 2,560$ 2,656$

Period-End Balances


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