TRW Reports Third Quarter Financial Results

LIVONIA, Mich., Oct. 28, 2014 /PRNewswire/ -- TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in active and passive safety systems, today reported third quarter 2014 financial results with sales of $4.2 billion, a decrease of 1% compared to the prior year period (up 3% excluding the effect of businesses exited).  The Company reported GAAP third quarter net earnings of $189 million or $1.61 per diluted share, which compares to net earnings of $197 million or $1.60 per diluted share in the prior year period.                  

Excluding special items from the Company's current and prior year quarterly results, the Company reported third quarter 2014 net earnings of $205 million, or $1.75 per diluted share, an increase of 15% compared to last year's third quarter earnings of $1.52 per diluted share.   

In addition to the solid financial results achieved in the third quarter of this year, the Company, as previously announced, entered into a definitive agreement with ZF Friedrichshafen AG ("ZF") under which ZF will acquire all outstanding shares of TRW for $105.60 per share in an all-cash transaction valued at approximately $13.5 billion on an enterprise value basis.  The transaction is expected to close in the first half of 2015.

During the third quarter the Company also entered into an agreement to sell its engine valve business to Federal-Mogul Holdings Corporation (NASDAQ: FDML) for $385 million in cash.  The planned divestiture, with annual sales of approximately $610 million, is expected to close in the first quarter of 2015.               

"TRW stakeholders continue to benefit from the Company's strong operational performance," said John C. Plant, Chairman and Chief Executive Officer.  "The agreement signed with ZF during the third quarter provides significant benefits for our shareholders who will receive full and certain value for their shares, as well as for our employees, customers and communities, all of which will reap the benefits of being part of a larger, more diversified global organization."       

Third Quarter 2014
The Company reported third quarter 2014 sales of $4.2 billion, a decrease of $56 million from the prior year period.  The positive impact on sales related to increasing demand for TRW's active and passive safety technologies and higher vehicle production volumes in North America and China were more than offset by the negative impact related to exiting certain businesses within the Company's North American brake component and assembly operations.                      

The Company's third quarter 2014 operating income was $291 million, compared with $289 million in the 2013 period.  The 2014 period included costs associated with pending transactions (ZF merger agreement and engine valve divestiture) and restructuring charges totaling $13 million and $10 million, respectively, while the prior year period included restructuring and asset impairment charges totaling $5 million.  Excluding these charges, operating income for the third quarter was $314 million (margin of 7.6%), which compares to $294 million (margin of 7.0%) in the 2013 year period.  The year-to-year increase in operating income was primarily driven by a combination of a favorable mix of products sold, the positive impact of currency movements between the two periods and timing of cost reduction actions, partially offset by planned increases in costs to support future growth.                               

Net interest expense for the third quarter of 2014 totaled $25 million, which compares to $33 million in the 2013 period.                            

Tax expense for the third quarter of 2014 was $80 million, which compares to a tax expense of $62 million in the prior year period.  The 2014 period included a $7 million net tax benefit related to the pending transactions and restructuring actions, compared to the 2013 period which included a net tax benefit of $15 million primarily related to the reduction in corporate income tax rates in the United Kingdom.      

The Company reported 2014 third quarter GAAP net earnings of $189 million, or $1.61 per diluted share, which compares to GAAP net earnings of $197 million, or $1.60 per diluted share in the 2013 period. 

Excluding special items, the Company reported third quarter 2014 net earnings of $205 million, or $1.75 per diluted share, an increase of 15% compared to last year's third quarter earnings of $1.52 per diluted share. 

Earnings before interest, taxes, depreciation and amortization and special items ("adjusted EBITDA") were $434 million in the third quarter of 2014, compared to the prior year level of $403 million.  See page A6 for a description of the special items excluded in calculating adjusted EBITDA.      

Year-to-Date 2014
For the nine month period ended September 26, 2014, the Company reported sales of $13.2 billion, an increase of $252 million compared to prior year sales.  The higher level of sales was driven by increasing demand for TRW's innovative technologies, higher vehicle production volumes and the positive impact of currency movements between the two periods, partially offset by the negative impact related to exiting certain businesses within the Company's North American brake component and assembly operations.            

For the year-to-date period, the Company reported operating income of $982 million which compares to $927 million of operating income in the prior year period.  Both the 2014 and 2013 periods included restructuring and asset impairment charges totaling $36 million and $43 million, respectively.  In addition, the 2014 period included $13 million in costs associated with pending transactions.  Excluding these items from both periods, the Company reported operating income of $1,031 million (margin of 7.8%) in the 2014 period, which compares to $970 million (margin of 7.5%) in the prior year.  The positive contribution, primarily from the higher level of sales, was partially offset by planned increases in costs to support future growth.        

Net interest expense for the first nine months of 2014 totaled $82 million, which compares to $97 million in the prior year period.  In addition, the 2013 period included a net loss on retirement of debt totaling $5 million.         

Year-to-date tax expense was $250 million, which compares to $221 million in the prior year.  Excluding the tax benefits related to the special items previously noted in both periods, tax expense was $262 million and $248 million in the first nine months of 2014 and 2013, respectively.      

The Company reported year-to-date 2014 GAAP net earnings of $653 million, or $5.56 per diluted share, which compares to GAAP net earnings of $607 million, or $4.88 per diluted share in the prior year period.

Excluding special items, the Company reported net earnings of $690 million in the first nine months of 2014, or $5.87 per diluted share, an increase of 16% compared to last year's year-to-date earnings of $5.05 per diluted share.    

Adjusted EBITDA totaled $1,371 million for the first nine months of 2014, compared to $1,291 million in the prior year period.  See page A6 for a description of the special items excluded in calculating adjusted EBITDA.

Cash Flow and Capital Structure
Third quarter 2014 net cash flow provided by operating activities was $207 million, which compares to $147 million in the third quarter of 2013.  Capital expenditures were $118 million in the current quarter compared to $140 million last year.  Third quarter free cash flow (cash flow from operating activities less capital expenditures) was $89 million, compared to $7 million in the prior year quarter. 

For the nine month period ended September 26, 2014, net cash provided by operating activities was $281 million, which compares to $240 million in the prior year period.  Year-to-date capital expenditures were $354 million, compared to $411 million in 2013.  Free cash flow was an outflow of $73 million, compared to an outflow of $171 million for the same period last year.

As of September 26, 2014, the Company had $1,725 million of debt and $815 million of cash and cash equivalents, resulting in net debt (defined as debt less cash and cash equivalents) of $910 million.  The $389 million decrease in total gross debt compared to year end 2013 primarily reflects $469 million of face value bond debt that matured during the first quarter, partially offset by an increase in borrowings under short-term uncommitted lines of credit.                   

Share Repurchase Program
On August 29, 2014, the Company completed the $400 million accelerated share repurchase (ASR) program that was initiated in February 2014.  The total number of shares purchased was just over 4.5 million and the total cost of the program was $400 million.  Although TRW has approximately $1.1 billion in remaining repurchase authorization, the program is restricted pursuant to the ZF merger agreement.

Since initiating our programs in 2012, TRW has returned about $1.2 billion to its shareholders through share repurchases.             

2014 Outlook
TRW expects full year industry production volumes to total 17.0 million units in North America and 19.9 million units in Europe.  Outside North America and Europe, the Company continues to expect expansion in vehicle production volumes in China whereas Brazil remains challenged by negative economic conditions.  Based on these production levels, the Company's performance through the first nine months of 2014 and expectations for foreign currency exchange rates, full year 2014 sales are expected to be approximately $17.4 billion.          

Third Quarter 2014 Conference Call
The Company will host its third quarter conference call at 8:30 a.m. (Eastern time) today, Tuesday, October 28^th, to discuss financial results and other related matters.  To participate in the conference call, please dial (877) 852-7898 for U.S. locations, or (706) 634-1095 for international locations. 

An audio replay of the conference call will be available by October 29^th and will be accessible afterward for approximately two weeks.  To access the replay, U.S. locations should dial (855) 859-2056, and locations outside the U.S. should dial (404) 537-3406. The replay code is 9741412.  A live audio webcast and replay of the conference call will also be available on the Company's website at www.trw.com.

Reconciliation to GAAP
In addition to GAAP results included within this press release, the Company has provided certain information which is not calculated according to GAAP ("non-GAAP"), such as net earnings, operating income and margin, and diluted earnings per share each excluding special items; adjusted EBITDA; and free cash flow.  Management uses these non-GAAP measures to evaluate the operating performance of the Company and its business segments and to forecast future periods.  Management believes that investors will likewise find these non-GAAP measures useful in evaluating such performance.  Such measures are frequently used by security analysts, institutional investors and other interested parties in the evaluation of companies in our industry.    

Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to similarly titled measures of other companies.  For a reconciliation of non-GAAP measures to the most comparable GAAP financial measure and for share amounts used to derive earnings per share, please see the financial schedules that accompany this release.

About TRW
With 2013 sales of $17.4 billion, TRW Automotive ranks among the world's leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 24 countries and employs approximately 65,000 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 communication includes "forward-looking statements," as that term is defined by the federal securities laws. The forward-looking statements include statements concerning regulatory approvals and the expected timing, completion and effects of the proposed ZF merger and the proposed engine valve divestiture, the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. When used in this communication, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," and future or conditional verbs, such as "will," "should," "could" or "may," as well as variations of such words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are so designated. All forward-looking statements are based upon our current expectations and various assumptions, and apply only as of the date of this communication. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will be achieved.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements.  These risks and uncertainties include the occurrence of any event, change or other circumstances that could give rise to the termination of the ZF merger agreement, which could have a material adverse effect on us and our stock price; the inability to consummate  the proposed ZF merger or the inability to consummate the ZF merger in the timeframe or manner currently anticipated, due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the proposed ZF merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction could have a material adverse effect on us and our stock price; risks related to disruption of management's attention from our ongoing business operations due to the ZF merger; the effect of the announcement of the proposed ZF merger on the Company's relationships with its customers, suppliers, joint venture partners and others, as well as our operating results and business generally; risks relating to the engine valve divestiture could adversely affect us;  economic conditions adversely affecting our business, results or the viability of our supply base; risks associated with non-U.S. operations, including economic and political uncertainty in some regions, adversely affecting our business, results or financial condition; the unsuccessful implementation of our current expansion efforts adversely impacting our business or results; any developments related to antitrust investigations adversely affecting our financial condition, results, cash flows or reputation; pricing pressures from our customers adversely affecting our profitability; global competition adversely affecting our sales, profitability or financial condition; any disruption in our information technology systems adversely impacting our business and operations; any shortage of supplies causing a production disruption for any customers or us; the loss of any of our largest customers or a significant amount of their business, or a significant decline in their production levels, adversely affecting us; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; our contingent liabilities and tax matters causing us to incur losses or costs; any inability to protect our intellectual property rights adversely affecting our business or our competitive position; commodity inflationary pressures adversely affecting our profitability or supply base; costs or adverse effects on our business, reputation or results from governmental regulations; work stoppages or other labor issues at our facilities or those of our customers or others in our supply chain adversely affecting our business, results or financial condition; any increase in the expense of our pension and other postretirement benefits or the funding requirements of our pension plans reducing our profitability and other risks and uncertainties set forth in the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2013 under "Item 1A. Risk Factors".

All forward-looking statements are expressly qualified in their entirety by such cautionary statements. We do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.

TRW Automotive Holdings Corp.

Reconciliation of Non-GAAP Financial Measures
(Unaudited)

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

EBITDA and Adjusted EBITDA
EBITDA as calculated below is a measure used by management to evaluate the operating performance of the Company and its business segments and to forecast future periods.  Adjusted EBITDA is defined as EBITDA excluding restructuring charges, asset impairments, loss on retirement of debt−net and other significant special items.  Management uses Adjusted EBITDA to evaluate the performance of ongoing operations separate from items that may have a disproportionate impact in any particular period.  EBITDA and Adjusted EBITDA are frequently used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry.

EBITDA and Adjusted EBITDA do not purport to be alternatives to net earnings as an indicator of operating performance, nor to cash flows from operating activities as a measure of liquidity.  Additionally, neither is intended to be a measure of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

Free Cash Flow
Free cash flow represents net cash provided by operating activities less capital expenditures, and is used by management in analyzing the Company's ability to service and repay its debt and to forecast future periods.  However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to service debt or for other non-discretionary expenditures.

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SOURCE TRW Automotive Holdings Corp.

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