2008 Q3 TRW Auto Earnings Presentation

P1© TRW Automotive Holdings Corp. 2008

Third Quarter 2008 Financial Results Presentation

October 30, 2008

© TRW Automotive Holdings Corp. 2008

WE PUT THE THINKING IN SAFETY SYSTEMS.

Materials Included Pages-Press Release 1-7-Financial Summaries A1-A7-Presentation P1-P27

TRW Automotive

12001 Tech Center Drive Livonia, MI 48150 News Release

Investor Relations Contact:

Mark Oswald (734) 855-3140 Media Contact:

John Wilkerson (734) 855-3864

TRW Automotive Reports Third Quarter 2008 Financial Results; Provides Update on 2008 Outlook LIVONIA, MICHIGAN, October 30, 2008 — TRW Automotive Holdings Corp. (NYSE:

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

quarter 2008 financial results with sales of $3.6 billion, an increase of 2.8 percent

compared to the same period a year ago. The Company reported a third quarter net

loss of $54 million or ($0.53) per diluted share, which compares to net earnings of $23

million or $0.22 per diluted share in the prior year period. Third quarter 2008 net cash

flow from operating activities was $79 million, which exceeded the level generated in

the prior year.

Sales in the third quarter benefited from currency movements and increased sales of

modules, which together did not provide a corresponding benefit to earnings. Excluding

the benefits of currency and modules, core product sales were sharply lower, which

was the primary reason for the decline in earnings between the two quarters. Other

negative factors included a higher level of restructuring charges, commodity costs and

tax expense despite a loss before income taxes.

“TRW’s third quarter results reflect the unprecedented challenges facing the automotive

industry and global economic markets in general,” said John C. Plant, President and

Chief Executive Officer. “During this time of uncertainty, we are taking the actions

necessary to align our organization with the changing industry conditions while

continuing to remain focused on advancing our strategic priorities to ensure our long-

term competitiveness.”

1

Third Quarter 2008 The Company reported third-quarter 2008 sales of $3.6 billion, an increase of $97

million or 2.8 percent over the prior year period. The 2008 quarter benefited from the

positive effect of foreign currency translation and the increase in sales of lower margin

modules. These positive factors were substantially offset by lower sales of core

products in both North America and Europe resulting from sharply reduced light vehicle

production volumes. Price reductions provided to our customers were also a negative

factor between the two quarters.

Operating income for the third-quarter 2008 was $12 million, which compares to $95

million in the prior year period. The year-to-year decrease was driven by a number of

factors, the most significant of which were the impact of lower sales, excluding

currency, and the negative sales mix including a decline in higher margin core product

sales replaced by lower margin module sales. Other negative factors included net

currency losses and increased commodity costs.

As a result of the negative industry conditions, the Company has increased its level of

restructuring actions as it focuses on reducing its cost base, which also contributed to a

lower level of operating profit between quarters. In the 2008 third quarter, restructuring

charges and asset impairments totaled $32 million compared to $13 million in the prior

year period.

Net interest and securitization expense for the third quarter of 2008 totaled $43 million,

which compares to $56 million in the prior year. The year-to-year decrease is due to

lower interest rates between the periods.

Tax expense for the third quarter of 2008 was $23 million, despite a loss before income

taxes. The expense for the quarter is attributable to earnings in profitable tax

jurisdictions while the Company has not recognized a tax benefit from losses in certain

other jurisdictions. In the prior year quarter, tax expense was $18 million, resulting in

an effective tax rate of 44 percent.

The Company reported a third-quarter 2008 net loss of $54 million, or ($0.53) per

diluted share, which compares to net earnings of $23 million or $0.22 per diluted share

in the 2007 period.

2

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

depreciation and amortization (“EBITDA”) were $157 million in the third quarter of 2008,

as compared to the prior year level of $237 million.

Year-to-Date 2008 For the nine-month period ended September 26, 2008, the Company reported sales of

$12.2 billion, an increase of $1.4 billion or 12.6 percent compared to prior year sales.

All of the increase in sales resulted from the positive effect of foreign currency

translation and above trend sales of lower margin modules. Higher product volumes

related to new product growth and robust industry sales in certain overseas markets

during the first nine months of the year were fully offset by the continued decline in

North American and Western European vehicle production and price reductions

provided to customers.

Operating income for the 2008 year-to-date period was $424 million, which is a

decrease of $51 million or 10.7 percent compared to the prior year result of $475

million. The decline resulted from a number of factors including a $32 million increase

in the level of restructuring and asset impairment expenses. Positive factors such as

savings generated from cost improvement and efficiency programs, including

reductions in pension and OPEB related costs, and the positive effect of net insurance

proceeds received in 2008 relating to a prior year business disruption were more than

offset by the profit impact resulting from a negative mix of products sold, higher

commodity prices, price reductions provided to customers and foreign currency losses.

Net interest and securitization expense in the first nine months of the 2008 period was

$136 million, which represents a significant improvement from the prior year result of

$177 million. The decline in interest expense resulted primarily from the Company’s

debt recapitalization completed in the first half of 2007 and lower interest rates between

the periods. The debt recapitalization completed last year resulted in $155 million of

costs in 2007.

Tax expense in the first nine months of 2008 was $126 million, resulting in an effective

tax rate of 43 percent, which compares to $116 million, or 38 percent excluding the debt

retirement costs of $155 million, in the prior year.

3

The Company reported year-to-date 2008 net earnings of $167 million, or $1.63 per

diluted share, which compares to $34 million or $0.33 per diluted share in the 2007

period. The comparison of net earnings, excluding the previously mentioned debt

retirement costs from the prior year, were $167 million or $1.63 per diluted share in

2008 as compared to $189 million or $1.84 per diluted share in 2007.

EBITDA was $874 million in the first nine months of 2008, which is a 1.8 percent

decrease from the prior year level of $890 million primarily due to the lower level of

operating income in the current year.

Cash Flow and Capital Structure Third quarter 2008 net cash flow from operating activities was $79 million, which

compares to a use of $(158) million in the prior year. The prior year use of cash

included the pay down of $127 million of outstanding borrowings under the Company’s

U.S. based Accounts Receivable Securitization Facility (“Receivable Facility”).

Excluding the pay down of the Receivable Facility, the comparison of net cash flow

from operating activities was an inflow of $79 million in the current quarter compared to

a use of $(31) million in the prior year. Third quarter 2008 capital expenditures were

$121 million compared to $111 million in 2007.

For the nine month period ended September 26, 2008, net cash flow from operating

activities was $4 million, which compares to net cash use of $(89) million in the prior

year. Year-to-date capital expenditures were $338 million in 2008 compared to $339

million in 2007.

As of September 26, 2008, the Company had $3,243 million of debt and $511 million of

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

marketable securities) of $2,732 million. This compares favorably to net debt of $3,029

million at the end of the prior year third quarter period ended September 28, 2007.

At the end of the 2008 third quarter, committed liquidity facilities and cash on hand

provided the Company with available liquidity of approximately $1.5 billion.

4

2008 Outlook The Company expects its full year sales to be approximately $15.3 billion (including

fourth quarter sales of approximately $3.1 billion). Full year net earnings per share are

expected to be in the range of $0.90 to $1.10, which includes pre-tax restructuring and

asset impairment charges for known actions forecasted at approximately $95 million

(including approximately $30 million in the fourth quarter).

The Company continues to evaluate other actions that may be necessary in reaction to

the current environment, which will most likely lead to additional restructuring charges

and asset impairments that are not incorporated in the guidance provided above.

The guidance range above reflects the continued reduction in vehicle production

schedules in both Europe and North America, increased commodity costs and

significantly higher restructuring expenses. The effective tax rate, which is highly

dependent on the Company’s overall level of pre-tax earnings and the location of those

earnings, is expected to exceed 50% for the full year. Lastly, the Company expects

capital expenditures in 2008 to be approximately 3.5 percent of sales.

“Our 2008 guidance provided today reflects the challenges facing the automotive

industry and TRW, most notably the rapid decline and change in mix of vehicle

production schedules of our customers,” said John C. Plant. “At this point, we are

planning for a difficult 2009 year with vehicle sales below 2008 levels in both Europe

and North America.”

Third Quarter 2008 Conference Call The Company will host its third-quarter conference call at 8:00 a.m. (EDT) today,

Thursday, October 30, to discuss financial results and other related matters. To

participate in the conference call, please dial (877) 852-7898 for U.S. locations, or (706)

634-1095 for international locations.

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

the conclusion of the call and will be accessible afterward for approximately one week.

To access the replay, U.S. locations should dial (800) 642-1687, and locations outside

the U.S. should dial (706) 645-9291. The replay code is 66236676. A live audio

webcast and subsequent replay of the conference call will also be available on the

Company’s website at www.trw.com/results.

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http://www.trw.com/results

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 uses these non-GAAP measures to evaluate the operating performance

of the Company and its business segments, including use in connection with

forecasting future periods. Management believes that investors will likewise find these

non-GAAP measures useful in evaluating such performance. Such measures are

frequently used by security analysts, institutional investors and other interested parties

in the evaluation of companies in our industry.

Non-GAAP measures 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 2007 sales of $14.7 billion, TRW Automotive ranks among the world's leading

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

its subsidiaries, operates in 27 countries and employs approximately 66,000 people

worldwide. TRW Automotive products include integrated vehicle control and driver

assist systems, braking systems, steering systems, suspension systems, occupant

safety systems (seat belts and airbags), electronics, engine components, fastening

systems and aftermarket replacement parts and services. All references to "TRW

Automotive", "TRW" or the "Company" in this press release refer to TRW Automotive

Holdings Corp. and its subsidiaries, unless otherwise indicated. TRW Automotive news

is available on the internet at www.trw.com.

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

are forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995. We caution readers not to place undue reliance on these

statements, which speak only as of the date hereof. All forward-looking statements are

subject to numerous assumptions, risks and uncertainties which can cause our actual

results to differ materially from those suggested by the forward-looking statements,

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http://www.trw.com/home/main/0,,,FF.html

7

including those set forth in our Report on Form 10-K for the fiscal year ended

December 31, 2007 (our “Form 10-K”), and in our Reports on Form 10-Q for the

quarters ended March 28 and June 27, 2008, such as: rapidly changing conditions in

the automotive industry and disruptions in the financial markets make our sales and

operating results difficult to forecast; loss of market share, production cuts and capacity

reductions by domestic North American vehicle manufacturers and a market shift in

vehicle mix in North America and resulting restructuring initiatives, including bankruptcy

actions, of our suppliers and customers; sharply increasing commodity inflationary

pressures adversely affecting our profitability and supply base, including any resulting

inability of our suppliers to perform as we expect; escalating pricing pressures from our

customers; our dependence on our largest customers; strengthening of the U.S. dollar

and other foreign currency exchange rate fluctuations impacting our results; our

substantial debt and resulting vulnerability to an economic or industry downturn and to

rising interest rates; cyclicality of automotive production and sales; risks associated with

non-U.S. operations, including economic uncertainty in some regions; contraction in

consumer spending, a market shift in vehicle mix and production cuts in Europe; any

impairment of our goodwill or other intangible assets; product liability, warranty and

recall claims and efforts by customers to alter terms and conditions concerning

warranty and recall participation; work stoppages or other labor issues at our facilities

or at the facilities of our customers or suppliers; any increase in the expense and

funding requirements of our pension and other postretirement benefits; volatility in our

annual effective tax rate resulting from a change in earnings mix or other factors;

adverse effects of environmental and safety regulations; assertions by or against us

relating to intellectual property rights; the possibility that our largest shareholder's

interests will conflict with ours; and other risks and uncertainties set forth in our Report

on Form 10-K and in our other filings with the Securities and Exchange Commission.

We do not undertake any obligation to release publicly any revision to any of these

forward-looking statements.

# # #

TRW Automotive Holdings Corp.

Index of Condensed Consolidated Financial Information Page Consolidated Statements of Operations (unaudited) for the three months ended September 26, 2008 and September 28, 2007....................................A2 Consolidated Statements of Operations (unaudited) for the nine months ended September 26, 2008 and September 28, 2007 .....................................A3 Condensed Consolidated Balance Sheets as of September 26, 2008 (unaudited) and December 31, 2007..............................................................A4 Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 26, 2008 and September 28, 2007 .....................................A5 Reconciliation of GAAP Net (Losses) Earnings to EBITDA (unaudited) for the three and nine months ended September 26, 2008 and September 28, 2007.....................A6 Reconciliation of GAAP Net Earnings to Adjusted Earnings (unaudited) for the nine months ended September 28, 2007..............................................................................A7

The accompanying unaudited condensed consolidated financial information and reconciliation schedules should be read in conjunction with the TRW Automotive Holdings Corp. Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form 10-Q for the periods ended March 28, 2008 and June 27, 2008 as filed with the United States Securities and Exchange Commission on February 21, 2008, April 30, 2008 and July 31, 2008, respectively.

A2


Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts) Three Months Ended

September 26,

2008

September 28,

2007 Sales ........................................................................................... $ 3,592 $ 3,495 Cost of sales ............................................................................... 3,411 3,263 Gross profit............................................................................ 181 232 Administrative and selling expenses........................................... 139 123 Amortization of intangible assets ................................................ 9 9 Restructuring charges and asset impairments............................ 32 13 Other income — net.................................................................... (11) (8) Operating income.................................................................. 12 95 Interest expense — net............................................................... 43 54 Accounts receivable securitization costs .................................... — 2 Equity in earnings of affiliates, net of tax .................................... (2) (5) Minority interest, net of tax.......................................................... 2 3 (Losses) earnings before income taxes............................... (31) 41 Income tax expense.................................................................... 23 18 Net (losses) earnings.......................................................... $ (54) $ 23 Basic (losses) earnings per share: (Losses) earnings per share ..................................................... $ (0.53) $ 0.23 Weighted average shares outstanding ..................................... 101.2 100.6 Diluted (losses) earnings per share: (Losses) earnings per share ..................................................... $ (0.53) $ 0.22 Weighted average shares outstanding ..................................... 101.2 103.3

A3


Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts) Nine Months Ended

September 26,

2008

September 28,

2007 Sales ........................................................................................... $ 12,182 $ 10,816 Cost of sales ............................................................................... 11,259 9,931 Gross profit............................................................................ 923 885 Administrative and selling expenses........................................... 407 391 Amortization of intangible assets ................................................ 27 27 Restructuring charges and asset impairments............................ 64 32 Other expense (income) — net................................................... 1 (40) Operating income.................................................................. 424 475 Interest expense — net............................................................... 134 173 Loss on retirement of debt .......................................................... — 155 Accounts receivable securitization costs .................................... 2 4 Equity in earnings of affiliates, net of tax .................................... (17) (20) Minority interest, net of tax.......................................................... 12 13 Earnings before income taxes ............................................. 293 150 Income tax expense.................................................................... 126 116 Net earnings ....................................................................... $ 167 $ 34 Basic earnings per share: Earnings per share.................................................................... $ 1.65 $ 0.34 Weighted average shares outstanding ..................................... 101.0 99.5 Diluted earnings per share: Earnings per share.................................................................... $ 1.63 $ 0.33 Weighted average shares outstanding ..................................... 102.2 102.8

A4


Condensed Consolidated Balance Sheets

(Dollars in millions) As of

September 26,

2008 December 31,

2007 (Unaudited)

Assets

Current assets: Cash and cash equivalents .................................................... $ 511 $ 895 Marketable securities.............................................................. — 4 Accounts receivable — net..................................................... 2,830 2,313 Inventories .............................................................................. 883 822 Prepaid expenses and other current assets ........................... 367 292

Total current assets..................................................................... 4,591 4,326

Property, plant and equipment — net ......................................... 2,809 2,910 Goodwill ...................................................................................... 2,242 2,243 Intangible assets — net............................................................... 706 710 Pension asset.............................................................................. 1,418 1,461 Other assets................................................................................ 621 640

Total assets ............................................................................. $ 12,387 $ 12,290

Liabilities, Minority Interests and Stockholders’ Equity

Current liabilities: Short-term debt ...................................................................... $ 72 $ 64 Current portion of long-term debt........................................... 22 30 Trade accounts payable......................................................... 2,314 2,406 Accrued compensation .......................................................... 296 298 Other current liabilities ........................................................... 1,047 917

Total current liabilities ................................................................. 3,751 3,715

Long-term debt............................................................................ 3,149 3,150 Postretirement benefits other than pensions............................... 574 591 Pension benefits.......................................................................... 451 497 Other long-term liabilities ............................................................ 1,027 1,011

Total liabilities.......................................................................... 8,952 8,964

Minority interests ......................................................................... 144 134

Commitments and contingencies

Stockholders’ equity: Capital stock .......................................................................... 1 1 Treasury stock........................................................................ — — Paid-in-capital ........................................................................ 1,194 1,176 Retained earnings.................................................................. 568 398 Accumulated other comprehensive earnings......................... 1,528 1,617

Total stockholders’ equity............................................................ 3,291 3,192 Total liabilities, minority interests, and stockholders’ equity .... $ 12,387 $ 12,290

A5


Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions) Nine Months Ended

September 26,

2008 September 28,

2007 Operating Activities Net earnings ....................................................................................... $ 167 $ 34 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

Depreciation and amortization.......................................................... 445 408 Net pension and other postretirement benefits income and contributions ................................................................................... (140)

(147)

Net gains on sale of assets .............................................................. (4) (19) Loss on retirement of debt................................................................ — 155 Other — net ...................................................................................... 23 27

Changes in assets and liabilities, net of effects of businesses acquired:

Accounts receivable — net............................................................. (518) (424) Inventories...................................................................................... (45) (86) Trade accounts payable ................................................................. (94) (10) Prepaid expense and other assets................................................. (29) (9) Other liabilities................................................................................ 199 (18) Net cash provided by (used in) operating activities ........................ 4 (89)

Investing Activities Capital expenditures, including other intangible assets ..................... (338) (339) Acquisitions of businesses, net of cash acquired............................... (41) (12) Termination of interest rate swaps ..................................................... — (12) Investment in affiliates........................................................................ (5) — Purchase price adjustments ............................................................... — 3 Proceeds from sale/leaseback transactions....................................... 1 6 Net proceeds from asset sales........................................................... 6 35

Net cash used in investing activities............................................... (377) (319) Financing Activities Change in short-term debt.................................................................. 10 66 Net proceeds from revolving credit facility ......................................... 50 638 Proceeds from issuance of long-term debt, net of fees...................... 4 2,584 Redemption of long-term debt............................................................ (61) (3,000) Proceeds from exercise of stock options............................................ 4 29

Net cash provided by financing activities ....................................... 7 317 Effect of exchange rate changes on cash .......................................... (18) (14) Decrease in cash and cash equivalents............................................. (384) (105) Cash and cash equivalents at beginning of period............................. 895 578 Cash and cash equivalents at end of period ...................................... $ 511 $ 473

A6


Reconciliation of GAAP Net (Losses) Earnings to EBITDA (Unaudited)

The reconciliation schedule below should be read in conjunction with the TRW Automotive Holdings Corp. Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form 10-Q for the periods ended March 28, 2008 and June 27, 2008. The EBITDA measure calculated in the following schedules is a measure used by management to evaluate the operating performance of the Company and its business segments, including use in connection with forecasting future periods. Management believes that investors will likewise find EBITDA useful in evaluating such performance. EBITDA 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 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 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

September 26,

2008 September 28,

2007 GAAP net (losses) earnings.......................................... $ (54) $ 23

Income tax expense................................................ 23 18 Interest expense — net ........................................... 43 54 Accounts receivable securitization costs................. — 2 Depreciation and amortization ................................ 145 140

EBITDA......................................................................... $ 157 $ 237

(Dollars in millions) Nine Months Ended

September 26,

2008 September 28,

2007 GAAP net earnings ....................................................... $ 167 $ 34

Income tax expense ................................................ 126 116 Interest expense — net ........................................... 134 173 Loss on retirement of debt ...................................... — 155 Accounts receivable securitization costs................. 2 4 Depreciation and amortization ................................ 445 408

EBITDA......................................................................... $ 874 $ 890


Reconciliation of GAAP Net Earnings to Adjusted Earnings

(Unaudited) In conjunction with the Company’s tender offer and repurchases of its then outstanding old notes, the Company recorded a loss on retirement of debt of $148 million during the nine months ended September 28, 2007. This loss included $112 million for redemption premiums paid, $20 million for the write-off of deferred debt issue costs, $11 million relating to the principal amount in excess of carrying value of the 9⅜% Senior Notes and $5 million of fees. The Company entered into its Fifth Amended and Restated Credit Agreement dated as of May 9, 2007, which provides for $2.5 billion in senior secured credit facilities, consisting of (i) a 5-year $1.4 billion Revolving Credit Facility, (ii) a 6-year $600 million Term Loan A-1 Facility and (iii) a 6.75-year $500 million Term Loan B-1 Facility (collectively, the “Facilities”). Proceeds from the Facilities were used to refinance $2.5 billion of existing senior secured credit facilities and pay fees and expenses related to the refinancing. The Company recorded a loss on retirement of debt related to the transaction of $7 million during the nine months ended September 28, 2007. The following reconciliation excludes the impact of the loss on retirement of debt.

(In millions, except per share amounts)

Nine Months Ended

September 28,2007

Actual Adjustments

Nine Months Ended

September 28, 2007

Adjusted

Sales ..................................................................... $ 10,816 $ — $ 10,816

Cost of sales ......................................................... 9,931 — 9,931

Gross profit ....................................................... 885 — 885

Administrative and selling expenses..................... 391 — 391

Amortization of intangible assets .......................... 27 — 27

Restructuring charges and asset impairments ..... 32 — 32

Other income — net.............................................. (40) — (40)

Operating income.............................................. 475 — 475

Interest expense, net ............................................ 173 — 173

Loss on retirement of debt .................................... 155 (155) (a) —

Account receivable securitization costs................ 4 — 4

Equity in earnings of affiliates, net of tax .............. (20) — (20)

Minority interest, net of tax.................................... 13 — 13

Earnings before income taxes .......................... 150 155 305

Income tax expense ............................................. 116 — 116

Net earnings ..................................................... $ 34 $ 155 $ 189

Effective tax rate ................................................... 77% 38%

Basic earnings per share:

Earnings per share ............................................. $ 0.34 $ 1.90

Weighted average shares................................... 99.5 99.5

Diluted earnings per share:

Earnings per share ............................................. $ 0.33 $ 1.84

Weighted average shares................................... 102.8 102.8

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

A7


Third Quarter 2008 Financial Results Presentation

October 30, 2008

©

TRW Automotive Holdings Corp. 2008

WE PUT THE THINKING IN SAFETY SYSTEMS.

Introduction Mark A. Oswald Director,

Investor Relations

Business SummaryJohn C. PlantPresident and Chief Executive Officer


Safe Harbor Statement

This presentation 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. We caution readers not to place undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements are subject to numerous assumptions, risks and uncertainties which can cause our actual results to differ materially from those suggested by the forward-looking statements, including those set forth in our Report on Form 10-K for the fiscal year ended December 31, 2007 (our “Form 10-K”), and in our Reports on Form 10-Q for the quarters ended March 28 and June 27, 2008, such as: rapidly changing conditions in the automotive industry and disruptions in the financial markets make our sales and operating results difficult to forecast; loss of market share, production cuts and

capacity reductions by domestic North American vehicle manufacturers and a market shift in vehicle mix in North America

and resulting restructuring initiatives, including bankruptcy actions, of our suppliers and customers; sharply increasing commodity inflationary pressures adversely affecting our profitability and supply base, including any resulting inability

of our suppliers to perform as we expect; escalating pricing pressures from our customers; our dependence on our largest customers; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; our substantial debt and resulting vulnerability to an economic or industry downturn and to rising interest rates; cyclicality of automotive production and sales; risks associated with non-U.S. operations, including economic uncertainty in some regions; contraction in consumer spending, a market shift in vehicle mix and production cuts in Europe; any impairment of our goodwill or

other intangible assets; product liability, warranty and recall

claims and efforts by customers to alter terms and conditions concerning warranty and recall participation; work stoppages or other labor issues at our facilities or at the facilities of our

customers or suppliers; any increase in the expense and funding

requirements of our pension and other postretirement benefits; volatility in our annual effective tax rate resulting from a change in earnings mix or other factors; adverse effects of environmental and safety regulations; assertions by or against us relating to intellectual property rights; the possibility that our largest shareholder's interests will conflict with ours; and other risks and uncertainties set forth in our Report on Form 10-K and in our other filings with the Securities and Exchange Commission. We do not undertake any obligation to release publicly any revision

to any of these forward-looking statements.


Summary Comments

•

Uncertainty in the global financial markets.–

Consumers’

ability to purchase new cars is limited.

•

Unprecedented period for the automotive industry:–

Significantly lower production in both North America and Western

Europe.–

Mix shift to more fuel efficient cars in North America and smaller cars in Europe.–

Significantly higher restructuring expenses. –

Increased commodity costs.

•

TRW remains focused on advancing our strategic priorities:–

World class quality –

Global reach–

Innovative technologies–

Lowest cost

TRW’s third quarter results reflect the unprecedented challenges facing the industry and global economic markets in general.


5.5%ROW 6.0%Europe

-4.2%North America

$3,495 $3,592

Q3 2007 Q3 2008

Third Quarter Summary

Q3 2008 Q3 2007

GAAP GAAP

Net (Losses) Earnings (54)$ 23$

(Losses) Earnings Per Share(a) (0.53)$ 0.22$

2.8% Growth

Sales Summary

Q3 Vehicle Production (% changes based on year-over-year comparisons and CSM data)

Financial Summary(US $ in millions, except where noted)

Net (Losses) Earnings Summary

(a)

Represents diluted (losses) earnings per share.

Slowing Growth

Forecast @ July 31st Actual

Detroit 3 -18% -23%EU OE -7% -3%Asian OE -1% -8%Total Region -12% -16%

West -4% -9%East 18% 18%Total Region 2% -1%

China 14% 5%India 21% 10%Korea 10% -11%Japan 7% 5%South America 15% 13%

North America

Europe

ROW


$10,816 $12,182

YTD 2007 YTD 2008

Year-to-Date (9 months) Sales Summary

YTD 2008

GAAP GAAP Adjusted(a)

Net Earnings 167$ 34$ 189$

Earnings Per Share(b) 1.63$ 0.33$ 1.84$

YTD 2007

12.6% Growth

Sales Summary

Year-to-Date Vehicle Production (% changes based on year-over-year comparisons and CSM data)

Financial Summary(US $ in millions, except where noted)

North America 6.4%Europe 13.0%ROW 26.8%

Net Earnings Summary

(a)

Excludes $155 million of debt retirement charges. For adjusted results reconciliation to GAAP, please see slide P18.(b)

Represents diluted earnings per share.

Slowing Growth

ActualDetroit 3 -19%EU OE -1%Asian OE -5%Total Region -13%

West -4%East 19%Total Region 3%

China 11%India 14%Korea -3%Japan 5%South America 18%

North America

Europe

ROW


Strategic Priorities – Global Reach

•

Renault Megane: Rear Brake Calipers, Electric Park Brake, Electric Park Brake Switch, Electric Power Steering Mechanical Gear, Lower Ball Joint, Actuation.

•

Opel Insignia: Front and Rear Brake Calipers, Electronic Stability Control, Inner Ball Joint, Outer Tie Rod, Upper Ball Joint, Main Light Switch, Instrument Panel Switches, Electrical Sun Roof Switches, Multi-

functional Controller, Window Lifter Function, and Mirror Adjuster.

•

Ford Ka: Driver-Curtain-Side Airbags, Steering Wheel, Actuation, Electric Power Steering Mechanical Gear.

Renault Megane

Opel Insignia

Ford Ka

Successfully launched 133 programs during Q3…

Participating in the shift to more fuel efficient cars with increased safety content.

http://www.netcarshow.com/ford/2009-ka/

http://www.netcarshow.com/renault/2009-megane/


Strategic Priorities – Innovative Technologies

•

Electrically Powered Hydraulic Steering (EPHS):–

System for light commercial vehicles highlighted at the IIA Truck Technical Showcase in Hanover, Germany.

–

Recently launched on Citroen’s Berlingo

and Peugeot’s Partner vans.–

The steering system offers fuel savings and reduced CO2 emissions.

•

Slip Control Boost 2 Brake Technology:–

The technology is ideal for regenerative and low vacuum powertrain

vehicles.

–

Replaces traditional boosters, master cylinders and vacuum pumps

with a 25% smaller and lighter electro-hydraulic control unit.

•

Active Buckle Lifter:–

The product is designed to make fastening seat belts easier. In

particular, the feature is intended to assist the elderly and people with mobility challenges.

PIC

PIC

PIC


Strategic Priorities – Lowest Cost

During 2008, we have continued to address and reduce our cost structure:

Facility Closures

•

Bergheim, Austria –

Seat Belt plant

•

St. Louis, Missouri –

Module plant

Personnel Actions – North America

•

Salary positions reduced by 18% or ≈

1,200 heads.

•

Hourly labor positions reduced by ≈

2,700 heads.

In addition to direct restructuring actions, Six Sigma and Business Excellence programs ensure efficiencies are incorporated into our

day-to-day operations.

$95

$51

$13 $32

Q3 2007 Q3 2008 FY 2007 FY 2008Estimate

Cash Non Cash

Restructuring and Asset Impairment ChargesUS $ in millions


$170

Q1 08 Q2 08 Q3 08 Q4 08 FY 08

Commodity Inflation

•

During the third quarter, commodity inflation was $60 million higher compared with the same period last year.

•

Raising the 2008 full year impact to approximately $170 million.

•

TRW continues to aggressively act to mitigate the inflation:

–

Design, material and sourcing alternatives.

–

Work with suppliers and customers to share cost (pricing).

•

The recent decline of certain quoted commodity spot rates and the strengthening dollar are providing some hope commodity prices will level off or decrease.

•

Time lag will exist with falling prices.

Estimated Commodity Inflation Impact for 2008

US $ in millions

Greater Impact on

2nd Half Results


10.8 10.18.0

5.0 5.2 5.65.5 5.2

7.79.5

2005 2006 2007 2008EOLD

2008ENEW

Detroit 3 Transplants

15.9 14.8

4.1 4.9 5.8 6.6 6.7

15.5 15.415.8

2005 2006 2007 2008EOLD

2008ENEW

Western Eastern

10.0 10.6 10.8 11.0 11.0

4.8 5.7 6.9 7.8 7.73.6

3.8 4.0 4.0 3.83.94.0

4.6 5.4 5.2

2005 2006 2007 2008EOLD

2008ENEW

Japan China Korea South Asia

2008 Operating Environment

•

Forecast for North American production lowered to 12.9 million units –

down 15% compared with last year.

•

Within the 12.9 million units, light truck production is forecasted to be down 24% compared with last year.

•

European production lowered to 21.5 million units. Western Europe is forecasted to decline to 14.8 million units, or 6%, compared with last year.

•

Shift from large and mid-sized cars to smaller cars in Europe is expected to continue.

•

Sales and production in the high growth regions of the world are starting to slow.

(1) Source: Light vehicle assumptions primarily CSM Worldwide and internal company estimates.

South America

North America

Asia

Europe21.720.419.915.115.315.8

13.521.5

2008 Industry Production Assumptions(1)

(units in millions)

2.8 3.0 3.6 4.04.1

2005 2006 2007 2008EOLD

2008ENEW

12.9

22.0


2008 Full Year Outlook

(a)

Per share amounts based on assumed weighted average diluted shares outstanding of approximately 101.8 million shares.

Sales $15.3 billionNet Earnings per Diluted Share(a) $0.90 to $1.10Restructuring Expenses (pre-tax) $95 millionCapital Spending approx. 3.5% of salesEffective Tax Rate to exceed 50%

TRW remains a strong global franchise that is well diversified with strong technology and leading market positions.

Financial Overview Joseph S. Cantie Executive Vice President

and Chief Financial Officer


•

Third quarter performance:

―Sales of $3.6 billion, up 2.8% or $97 million from last year.

―Excluding currency and the increase in module revenues, sales declined 8.6% or $299 million.

― Lost contribution margin on the sales decline resulted in lower operating profit.

― Third quarter net loss of $54 million or diluted (losses) per share of ($0.53).

Financial Summary

$164

$3,592$3,495 $232

($299)

Q3 2007 Sales Currency Module Sales Core Sales Q3 2008 Sales

Third Quarter Sales Variance to Prior Year

US $ in millions

TRW’s third quarter results reflect significantly lower production and other factors.


Rest of World 14.4%

North America

28.7%Europe56.9%

Rest of World 14.0%

North America

30.8%Europe55.2%

Foreign CurrencyProduct Volumes

Modules New ProductsVehicle ProductionCore Products

Customer Pricing

$3,495$3,592

Q3 2007 Q3 2008

Third Quarter Sales Summary

Total SalesUS $ in millions

Q3 YOY Sales Comparison

2.8%

Geographic Sales Mix% of total sales

$1,927

$1,100

$468

$2,136(a)

$1,022

$434

Q3 2007 Q3 2008

ChassisOSSAuto Comp

Q3 2007 Q3 2008

Segment SalesUS $ in millions

(a)

Includes $164 million of increased module sales


(In millions, except where noted)

GAAP Results

GAAP Results

Sales 3,592$ 3,495$ Operating Income 12 95 Net Interest and Securitization 43 56 Equity in Earnings of Affiliates (2) (5) Minority Interest 2 3 Income Tax Expense 23 18 Effective Tax Rate N/A 44%Net (Losses) Earnings (54)$ 23$ Share Count 101.2 103.3

(Losses) Earnings Per Share(b) (0.53)$ 0.22$

Q3 2008 Q3 2007

(a)

Please refer to slide P24 for management’s rationale for using this metric and slide P25 for a reconciliation to GAAP.(b)

Represents diluted (losses) earnings per share.

Third Quarter Results

$157

$237

Q3 2008 Q3 2007

EBITDA(a)

US $ in millions


Rest of World 13.6%

North America

29.1%Europe57.3%

Rest of World 12.1%

North America

30.8%Europe57.1%

Foreign CurrencyProduct Volumes

Modules New ProductsVehicle Production

Customer Pricing

$10,816

$12,182

$7,000

$8,000

$9,000

$10,000

$11,000

$12,000

$13,000

YTD 2007 YTD 2008

Year-to-Date (9 months) Sales Summary

Total SalesUS $ in millions

YTD YOY Sales Comparison

12.6%

Geographic Sales Mix% of total sales

$5,865

$3,483

$1,468

$7,034

$3,631

$1,517

YTD 2007 YTD 2008

ChassisOSSAuto Comp

YTD 2007 YTD 2008

Segment SalesUS $ in millions


(a)

$155 million loss on retirement of debt related to the Company’s 2007 debt recapitalization.(b)

Represents diluted earnings per share.(c

)

Please refer to slide P24 for management’s rationale for using this metric and slide P26 for a reconciliation to GAAP.

Year-to-Date (9 months) Results

(In millions, except where noted)

GAAP Results

GAAP Results

Adjusting Item

Adjusted Results

Sales 12,182$ 10,816$ -$ 10,816$ Operating Income 424 475 - 475 Net Interest and Securitization 136 177 - 177 Loss on Retirement of Debt - 155 (155) (a) - Equity in Earnings of Affiliates (17) (20) - (20) Minority Interest 12 13 - 13 Income Tax Expense 126 116 - 116 Effective Tax Rate 43% 77% 38%Net Earnings 167$ 34$ (155)$ 189$ Share Count 102.2 102.8 102.8

Earnings Per Share(b) 1.63$ 0.33$ 1.84$

Year-to-Date 2008 Year-to-Date 2007

$874$890

YTD 2008 YTD 2007

EBITDA(c)

US $ in millions


Capital Structure Summary

Variance

Q3 2008 Q3 2007Increase/

(Decrease)First Half

2008Year End

2007Total Cash & Marketable Securities 511$ 486$ 25$ 453$ 899$

Total Debt 3,243 3,515 (272) 3,122 3,244 Total Equity 3,291 2,588 703 3,572 3,192 Total Capital 6,534$ 6,103$ 431$ 6,694$ 6,436$

Total Debt / Capital Ratio 50% 58% (8 pts.) 47% 50%Net Debt(a) 2,732$ 3,029$ (297)$ 2,669$ 2,345$ (a) Total debt less total cash & marketable securities. For net debt reconciled to the closest GAAP equivalent, please refer to slide P27.

Period-End BalancesMemo:

$97$119 $120 $109 $121 $111

$338 $339

Q1 Q2 Q3 Year-to-Date

20082007

Operating Cash FlowUS $ in millions

Capital ExpendituresUS $ in millions

Capital StructureUS $ in millions

2008 2007First Half

GAAP Operating Cash Flow (75)$ 69$ A/R Securitization Proceeds - (127)

Adjusted Operating Cash Flow (75)$ (58)$

Third QuarterGAAP Operating Cash Flow 79$ (158)$ A/R Securitization Repayment - 127

Adjusted Operating Cash Flow 79$ (31)$

Year-to-DateGAAP Operating Cash Flow 4$ (89)$ A/R Securitization (no balance) - -

GAAP Operating Cash Flow 4$ (89)$


Strong Liquidity

Approx.$1,500

$830

$330

$511

Total Liquidity Revolver A/R Facilities Cash

Committed Liquidity Facilities Available Liquidity(as of September 26, 2008 --

US dollar equivalents in millions)

Capital StructureUS $ in millions

•

Credit Facilities–

$1.4 billion revolving credit facility through May 2012

•

Accounts Receivable FacilitiesUnited States Facility–

$209 million facility through December 2009

Other Facilities–

€155 million of facilities –

renewable annually

–

£25 million

facility –

renewable annually

Required In compliance

Maximum Leverage 4.00x Yes

Minimum Interest Coverage 2.75x Yes

Key Credit Facility Financial Covenants(as of September 26, 2008)


$2,560 $2,443 $2,345$3,029

$2,732

Dec 31, 2005 Dec 31, 2006 Dec 31, 2007 Sep 28, 2007 Sep 26, 2008

Capital Structure Summary

(a)

Net debt is equal to total debt less cash and marketable securities. For net debt reconciled to the closest GAAP equivalent, please refer to slide P27.

Dalphimetal acquisition increased net debt

by $244 million

Net Debt (a)

US $ in millions Debt transactions added $57 million in

2006 and $145 million in 2007

Net debt outstanding down $297 million compared to prior year third quarter

$(297)


Outlook Discussion

Full Year 2008•

Full year sales of approximately $15.3 billion. –

Fourth quarter sales of approximately $3.1 billion.–

Lower production levels, increased restructuring costs and currency movement.•

Earnings per share to be in the range of $0.90 to $1.10.•

Pre-tax restructuring expenses raised to approximately $95 million.–

Fourth quarter restructuring and asset impairment charges of approximately $30 million.

–

The Company is evaluating additional actions not included in the

above guidance.•

Capital spending will remain at approximately 3.5% of sales. •

Effective tax rate for the full year is expected to exceed 50%.

The challenges we faced over the past three months are expected to continue into the fourth quarter of 2008.

Financial Reconciliations


EBITDA Measurement

The accompanying unaudited consolidated financial information and reconciliation of GAAP net earnings (losses) 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, 2007, and Form 10-Q for each of the quarters ended March 28, and June 27, 2008,

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 the operating performance of the Company and its business segments. Management believes that investors will likewise find EBITDA useful in evaluating such performance. EBITDA 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.


Third Quarter EBITDA

(US $ in millions)

Q3 2008 Q3 2007GAAP Net (Losses) Earnings (54)$ 23$ Income Tax Expense 23 18 Net Interest 43 54 Accounts Receivable Securitization Costs - 2 Depreciation & Amortization 145 140 EBITDA 157$ 237$

Memo:Restructuring & AssetImpairments Included in EBITDA 32$ 13$


Year-to-Date (9 months) 2008 EBITDA

(US $ in millions)

Year-to-Date 2008

Year-to-Date 2007

GAAP Net Earnings 167$ 34$ Income Tax Expense 126 116 Net Interest 134 173 Loss on Retirement of Debt - 155 Accounts Receivable Securitization Costs 2 4 Depreciation & Amortization 445 408 EBITDA 874$ 890$

Memo:Restructuring & AssetImpairments Included in EBITDA 64$ 32$


Net Debt Reconciliation

(US $ in millions)12/31/05 12/31/06 12/31/07 9/28/07 9/26/08

Cash 659$ 578$ 895$ 473$ 511$ Marketable securities 17 11 4 13 -

Total cash and marketable securities 676 589 899 486 511

Short term debt 98 69 64 161 72 Term loan facilities 1,593 1,582 1,098 1,100 1,095 Revolving credit facilities - - 429 638 479 Senior & senior subordinated notes due 2013 1,255 1,284 19 18 - Senior notes due 2014 and 2017 - - 1,505 1,489 1,492 Lucas Varity senior notes 181 - - - - Other borrowings 109 97 129 109 105

Total debt 3,236 3,032 3,244 3,515 3,243 Net debt 2,560$ 2,443$ 2,345$ 3,029$ 2,732$

Period-End Balances

2008 Q3 TRW Auto Earnings Presentation

Economy & Finance

Transcript of 2008 Q3 TRW Auto Earnings Presentation