##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC
    20549-1004
      Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 28, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File
    No. 001-31970
  
 TRW Automotive Holdings
    Corp.
 (Exact name of registrant as
    specified in its charter)
  Delaware

81-0597059(State or other jurisdiction
    of
    Incorporation or Organization)

(I.R.S.  Employer
    Identification Number)   12001 Tech Center Drive
 Livonia, Michigan 48150
 (Address, Including Zip Code, of
    Registrants Principal Executive Offices)
  (734) 855-2600
 (Registrants Telephone
    Number, Including Area Code)
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ




---



##### 



TRW
    Automotive Holdings Corp.
  Index
  
  PagePART I  FINANCIAL
    INFORMATIONItem 1.


Condensed Consolidated Financial Statements
    (Unaudited)


1Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


24Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


43Item 4.


Controls and Procedures


44PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


45Item 1A.


Risk Factors


45Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


45Item 6.


Exhibits


46Signatures


47Supplemental Indenture dated as of September 14, 2007, pertaining to 6 3/8% Senior Notes due 2014Supplemental Indenture dated as of September 14, 2007, pertaining to 7% Senior Notes due 2014Supplemental Indenture dated as of September 14, 2007, pertaining to 7 1/4% Senior Notes due 2017Certification Pursuant to Rule 13a-14(a)Certification Pursuant to Rule 13a-14(a)Certification Pursuant to 18 U.S.C.Certification Pursuant to 18 U.S.C.   i




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  Item 1.
    Condensed
    Consolidated Financial Statements  TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Earnings
  Three Months EndedSeptember 28,


September 29,2007


2006(Unaudited)(In millions, except per share amounts)Sales

$
3,495


$
3,015Cost of sales


3,260



2,785Gross profit


235



230Administrative and selling expenses


126



134Amortization of intangible assets


9



9Restructuring charges and asset impairments


13



3Other (income) expense  net


(8
)


2Operating income


95



82Interest expense  net


54



62Accounts receivable securitization costs


2



Equity in earnings of affiliates, net of tax


(5
)


(6
)Minority interest, net of tax


3



3Earnings before income taxes


41



23Income tax expense


18



18Net earnings

$
23


$
5Basic earnings per share:Earnings per share

$
0.23


$
0.05Weighted average shares


100.6



100.8Diluted earnings per share:Earnings per share

$
0.22


$
0.05Weighted average shares


103.3



104.0    1




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Earnings
  Nine Months EndedSeptember 28,


September 29,2007


2006(Unaudited)(In millions, except per share amounts)Sales

$
10,816


$
9,872Cost of sales


9,921



8,923Gross profit


895



949Administrative and selling expenses


401



403Amortization of intangible assets


27



27Restructuring charges and asset impairments


32



22Other income  net


(40
)


(13
)Operating income


475



510Interest expense  net


173



182Loss on retirement of debt


155



57Accounts receivable securitization costs


4



2Equity in earnings of affiliates, net of tax


(20
)


(19
)Minority interest, net of tax


13



11Earnings before income taxes


150



277Income tax expense


116



134Net earnings

$
34


$
143Basic earnings per share:Earnings per share

$
0.34


$
1.43Weighted average shares


99.5



100.2Diluted earnings per share:Earnings per share

$
0.33


$
1.38Weighted average shares


102.8



103.6    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Balance Sheets
  As ofSeptember 28,


December 31,2007


2006(Unaudited)(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

$
473


$
578Marketable securities


13



11Accounts receivable  net


2,616



2,049Inventories


910



768Prepaid expenses and other current assets


290



270Total current assets


4,302



3,676Property, plant and equipment  net of accumulated
    depreciation of $2,160 million and $1,644 million,
    respectively


2,806



2,714Goodwill


2,285



2,275Intangible assets  net


718



738Pension asset


1,053



979Other assets


762



751Total assets

$
11,926


$
11,133LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS
    EQUITYCurrent liabilities:Short-term debt

$
161


$
69Current portion of long-term debt


26



101Trade accounts payable


2,077



1,977Accrued compensation


295



271Other current liabilities


1,143



1,257Total current liabilities


3,702



3,675Long-term debt


3,328



2,862Post-retirement benefits other than pensions


638



645Pension benefits


700



722Other long-term liabilities


842



723Total liabilities


9,210



8,627Minority interests


128



109Commitments and contingenciesStockholders equity:Capital stock


1



1Treasury stock






Paid-in-capital


1,170



1,125Retained earnings


342



308Accumulated other comprehensive earnings


1,075



963Total stockholders equity


2,588



2,397Total liabilities, minority interests and stockholders
    equity

$
11,926


$
11,133    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Nine Months EndedSeptember 28,


September 29,2007


2006(Unaudited)(Dollars in millions)Operating ActivitiesNet earnings

$
34


$
143Adjustments to reconcile net earnings to net cash (used in)
    provided by operating activities:Depreciation and amortization


408



381Pension and other post-retirement benefits, net of contributions


(147
)


(139
)Net gains on sale of assets


(19
)


(1
)Loss on retirement of debt


155



57Other  net


27



76Changes in assets and liabilities, net of effects of businesses
    acquired:Accounts receivable  net, and receivable from
    affiliate


(424
)


(94
)Inventories


(86
)


(38
)Trade accounts payable


(10
)


(112
)Other assets


(9
)


13Other liabilities


(18
)


(34
)Net cash (used in) provided by operating activities


(89
)


252Investing ActivitiesCapital expenditures


(339
)


(334
)Acquisitions, net of cash acquired


(12
)


(12
)Investment in affiliates






(1
)Termination of interest rate swaps


(12
)


Purchase price adjustments


3



(12
)Proceeds from sale/leaseback transactions


6



Net proceeds from asset sales and divestitures


35



33Net cash used in investing activities


(319
)


(326
)Financing ActivitiesChange in short-term debt


66



(25
)Net proceeds from revolving credit facility


638



Proceeds from issuance of long-term debt, net of fees


2,584



28Redemption of long-term debt


(3,000
)


(291
)Proceeds from exercise of stock options


29



21Net cash provided by (used in) financing activities


317



(267
)Effect of exchange rate changes on cash


(14
)


40Decrease in cash and cash equivalents


(105
)


(301
)Cash and cash equivalents at beginning of period


578



659Cash and cash equivalents at end of period

$
473


$
358    4




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
  1.
    Description
    of Business    2.
    Basis of
    Presentation  Form 10-K
      Earnings per Share.
  Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(In millions)Weighted average shares outstanding


100.6



100.8



99.5



100.2Effect of dilutive securities


2.7



3.2



3.3



3.4Diluted shares outstanding


103.3



104.0



102.8



103.6   Warranties.
 5




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Beginning balance

$
137


$
126


$
133


$
101Current period accruals, net of changes in estimates


15



10



43



44Used for purposes intended


(10
)


(10
)


(37
)


(25
)Effects of foreign currency translation


5



3



8



9Ending balance

$
147


$
129


$
147


$
129   Comprehensive Earnings.
  Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Net earnings

$
23


$
5


$
34


$
143Foreign currency translation earnings, net


68



27



118



94Realized net (losses) gains on cash flow hedges


(5
)


2



1



(6
)Adjustments to pension and post-retirement benefits other than
    pension liabilities


(4
)






(7
)


Comprehensive earnings

$
82


$
34


$
146


$
231   Recent Accounting Pronouncements.
   6




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
        3.
    Restructuring
    Charges and Asset Impairments    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
13


$
10


$
25


$
24Asset impairments related to restructuring activities






2



4



3Curtailment gains






(10
)






(10
)Total restructuring charges


13



2



29



17Other asset impairments






1



3



5Total restructuring charges and asset impairments

$
13


$
3


$
32


$
22  7




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Chassis
    Systems
  Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
9


$
7


$
17


$
17Asset impairments related to restructuring activities






2







2Curtailment gains






(10
)






(10
)Total restructuring charges


9



(1
)


17



9Other asset impairments










3



3Total restructuring charges and asset impairments

$
9


$
(1
)

$
20


$
12           Occupant
    Safety Systems
  Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
1


$
1


$



$
4Asset impairments related to restructuring activities










3



1Total restructuring charges


1



1



3



5Other asset impairments






1







2Total restructuring charges and asset impairments

$
1


$
2


$
3


$
7  8




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
          Automotive
    Components
  Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
3


$
2


$
8


$
3Asset impairments related to restructuring activities










1



Total restructuring charges

$
3


$
2


$
9


$
3        9




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Restructuring
    Reserves
    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Beginning balance

$
44


$
60


$
66


$
69Current period accruals, net of changes in estimates


13



10



25



24Purchase price allocation






12



1



7Used for purposes intended


(19
)


(11
)


(55
)


(32
)Effects of foreign currency translation


1



(1
)


2



2Ending balance

$
39


$
70


$
39


$
70     No. 95-3,
  4.
    Inventories    As ofSeptember 28,


December 31,2007


2006(Dollars in millions)Finished products and work in process

$
464


$
395Raw materials and supplies


446



373Total inventories

$
910


$
768  10




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  5.
    Goodwill
    and Intangible Assets  Goodwill
    OccupantChassis


Safety


AutomotiveSystems


Systems


ComponentsSegment


Segment


Segment


Total(Dollars in millions)Balance as of December 31, 2006

$
866


$
949


$
460


$
2,275Acquisitions and purchase price adjustments


5



(3
)






2Effects of foreign currency translation






8







8Balance as of September 28, 2007

$
871


$
954


$
460


$
2,285     Intangible
    assets
    As of September 28, 2007


As of December 31, 2006Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


Amount(Dollars in millions)Definite-lived intangible assets:Customer relationships

$
498


$
(108
)

$
390


$
492


$
(89
)

$
403Developed technology


82



(47
)


35



81



(39
)


42Non-compete agreements


1







1



1







1Total


581


$
(155
)


426



574


$
(128
)


446Indefinite-lived intangible assets:Trademarks


292







292



292







292Total

$
873






$
718


$
866






$
738       Weighted AverageAmortizationPeriodCustomer relationships


20 yearsDeveloped technology


8 yearsNon-compete agreements


5 years  11




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    AmortizationYears Ending December 31,

Expense(Dollars in millions)2007

$
362008


352009


352010


352011


27   6.
    Other
    (Income) Expense  Net    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Net provision for bad debts

$
2


$
2


$
(1
)

$
5Net gains on sales of assets


(7
)


(1
)


(19
)


(3
)Foreign currency exchange losses


5



5



4



3Royalty and grant income


(7
)


(5
)


(20
)


(17
)Miscellaneous other (income) expense


(1
)


1



(4
)


(1
)Other (income) expense  net

$
(8
)

$
2


$
(40
)

$
(13
)     7.
    Accounts
    Receivable Securitization  United States Facility.
   12




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
            Other Receivables Facilities.
 13




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    8.
    Income
    Taxes           14




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
          9.
    Pension
    Plans and Post-Retirement Benefits Other Than Pensions  Pension
    Plans
    Three Months EndedSeptember 28,


September 29,2007


2006Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
5


$
11


$
6


$
6


$
11


$
6Interest cost on projected benefit obligations


16



73



9



16



64



9Expected return on plan assets


(19
)


(98
)


(5
)


(16
)


(84
)


(4
)Amortization


(2
)






1











1Curtailments










(2
)










Net pension cost (income)

$



$
(14
)

$
9


$
6


$
(9
)

$
12   15




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Nine Months EndedSeptember 28,


September 29,2007


2006Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
15


$
33


$
18


$
18


$
31


$
18Interest cost on projected benefit obligations


48



215



27



48



187



26Expected return on plan assets


(55
)


(289
)


(13
)


(48
)


(245
)


(11
)Amortization


(8
)






3











3Curtailments/settlements










(3
)










Net pension cost (income)

$



$
(41
)

$
32


$
18


$
(27
)

$
36   Post-Retirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedSeptember 28,


September 29,2007


2006Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$
1


$
1


$
Interest cost on projected benefit obligations


7



1



8



2Amortization


(3
)


(1
)


(4
)


Settlements


(1
)






(3
)


Net OPEB cost

$
3


$
1


$
2


$
2   Nine Months EndedSeptember 28,


September 29,2007


2006Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$
1


$
1


$
3


$
1Interest cost on projected benefit obligations


23



5



25



7Amortization


(14
)


(3
)


(11
)


(1
)Settlements


(6
)






(7
)


Net OPEB cost

$
4


$
3


$
10


$
7    16




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  10.
    Debt    As ofSeptember 28,


December 31,2007


2006(Dollars in millions)Short-term debt

$
161


$
69Long-term debt:Senior notes, due 2014 and 2017

$
1,489


$
Senior and senior subordinated notes, due 2013


18



1,284Term loan facilities


1,100



1,582Revolving credit facility


638



Capitalized leases


43



42Other borrowings


66



55Total long-term debt


3,354



2,963Less current portion


26



101Long-term debt, net of current portion

$
3,328


$
2,862   Senior
    Notes and Senior Subordinated Notes
  3 8 1 8 3 4
  3 8 1 4
  3 8
   17




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    3 8 1 8 3 4
  Credit
    Facilities
  Senior Secured Credit Facilities. 5-year 6-year A-1 A-1) A-1, A-1
  A-1 A-1
  A-1
   18




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Debt
    Covenants
  New Senior Notes.
  Senior Secured Credit Facilities.
    The Old Notes.
  Other
    Borrowings
    7 8
     19




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    11.
    Capital
    Stock  Form S-3
    12.
    Share-Based
    Compensation    8-year
  8-year
  10-year
    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Stock options

$
3


$
3


$
9


$
8Restricted stock units


3



2



8



5Total share-based compensation expense

$
6


$
5


$
17


$
13  20




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  13.
    Related
    Party Transactions         21




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  14.
    Operating
    Segments    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Sales to external customers:Chassis Systems

$
1,927


$
1,632


$
5,865


$
5,335Occupant Safety Systems


1,100



983



3,483



3,250Automotive Components


468



400



1,468



1,287Total sales

$
3,495


$
3,015


$
10,816


$
9,872Earnings before taxes:Chassis Systems

$
55


$
56


$
212


$
235Occupant Safety Systems


83



76



338



322Automotive Components


5



(5
)


59



65Segment earnings before taxes


143



127



609



622Corporate expense and other


(46
)


(42
)


(127
)


(104
)Finance costs


(56
)


(62
)


(177
)


(184
)Loss on retirement of debt










(155
)


(57
)Earnings before income taxes

$
41


$
23


$
150


$
277Intersegment sales:Chassis Systems

$
5


$
7


$
19


$
21Occupant Safety Systems


29



24



91



78Automotive Components


11



9



31



31$
45


$
40


$
141


$
130   15.
    Contingencies     22




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    and/or
       23




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K
  EXECUTIVE
    OVERVIEW
  Our Business.
  Financial Results.
    7 8
  The Unfavorable Automotive Climate.
  
    a decline in market share and significant production cuts among
    some of our largest customers primarily in North America,
    including Ford Motor Company, General Motors Corporation and
    Chrysler LLC ( the Big Three); 24




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##### Table of Contents




    the deteriorating financial condition of certain of our
    customers and the resulting uncertainty as they continue to
    implement restructuring initiatives, including in certain cases,
    significant capacity reductions
    and/or
    reorganization under bankruptcy laws;
    the continued rise in inflationary pressures impacting certain
    commodities such as petroleum-based products, resins, yarns,
    ferrous metals, aluminum, base metals, and other chemicals;
    a consumer shift in the North American market away from sport
    utility vehicles and light trucks to more fuel efficient
    passenger cars;
    the growing concerns over the economic viability of our
    Tier 2 and Tier 3 supply base which faces inflationary
    pressures and financial instability in certain of its customers;
    continuing pricing pressure from OEMs; and
    fluctuations in the value of the U.S. dollar compared to
    other currencies, mainly the Euro.           25




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Company Strategy.
      Other Matters.
  Our Debt and Capital Structure.
   26




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##### Table of Contents



Effective Tax Rate.
   27




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##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Earnings
    For the Three Months Ended September 28, 2007 and
    September 29, 2006
    (Unaudited)
  Three Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
3,495


$
3,015


$
480Cost of sales


3,260



2,785



475Gross profit


235



230



5Administrative and selling expenses


126



134



(8
)Amortization of intangible assets


9



9



Restructuring charges and asset impairments


13



3



10Other (income) expense  net


(8
)


2



10Operating income


95



82



13Interest expense  net


54



62



(8
)Accounts receivable securitization costs


2







2Equity in earnings of affiliates, net of tax


(5
)


(6
)


(1
)Minority interest, net of tax


3



3



Earnings before income taxes


41



23



18Income tax expense


18



18



Net earnings

$
23


$
5


$
18   Three
    Months Ended September 28, 2007 Compared to Three Months
    Ended September 29, 2006
  Sales
  Gross profit
  Administrative and selling expenses
 28




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##### Table of Contents



Amortization of intangible assets
  Restructuring charges and asset impairments
  Other (income) expense  net
  Interest expense  net
  Accounts receivable securitization costs
  Equity in earnings of affiliates
  Minority interest
  Income tax expense
 29




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##### Table of Contents



Consolidated
    Statements of Earnings
    For the Nine Months Ended September 28, 2007 and
    September 29, 2006
    (Unaudited)
  Nine Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
10,816


$
9,872


$
944Cost of sales


9,921



8,923



998Gross profit


895



949



(54
)Administrative and selling expenses


401



403



(2
)Amortization of intangible assets


27



27



Restructuring charges and asset impairments


32



22



10Other income  net


(40
)


(13
)


27Operating income


475



510



(35
)Interest expense  net


173



182



(9
)Loss on retirement of debt


155



57



98Accounts receivable securitization costs


4



2



2Equity in earnings of affiliates, net of tax


(20
)


(19
)


1Minority interest, net of tax


13



11



2Earnings before income taxes


150



277



(127
)Income tax expense


116



134



(18
)Net earnings

$
34


$
143


$
(109
)   Nine
    Months Ended September 28, 2007 Compared to Nine Months
    Ended September 29, 2006
  Sales
  Gross profit
  Administrative and selling expenses
 30




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##### Table of Contents



Amortization of intangible assets
  Restructuring charges and asset impairments
  Other income  net
  Interest expense  net
  Loss on retirement of debt 3 8 7 8
  Accounts receivable securitization costs
  Equity in earnings of affiliates
  Minority interest
  Income tax expense
 31




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##### Table of Contents



Segment
    Results of Operations
    Three Months Ended


Nine Months EndedSeptember 28,


September 29,


September 28,


September 29,2007


2006


2007


2006(Dollars in millions)Sales to external customers:Chassis Systems

$
1,927


$
1,632


$
5,865


$
5,335Occupant Safety Systems


1,100



983



3,483



3,250Automotive Components


468



400



1,468



1,287Total sales

$
3,495


$
3,015


$
10,816


$
9,872Earnings before taxesChassis Systems

$
55


$
56


$
212


$
235Occupant Safety Systems


83



76



338



322Automotive Components


5



(5
)


59



65Segment earnings before taxes


143



127



609



622Corporate expense and other


(46
)


(42
)


(127
)


(104
)Financing costs


(56
)


(62
)


(177
)


(184
)Loss on retirement of debt










(155
)


(57
)Earnings before taxes

$
41


$
23


$
150


$
277   Chassis
    Systems
  Three
    Months Ended September 28, 2007 Compared to Three Months
    Ended September 29, 2006
  Three Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,927


$
1,632


$
295Earnings before taxes


55



56



(1
)Restructuring charges and asset impairments included in earnings
    before taxes


9



(1
)


10   Sales
  Earnings before taxes
 32




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##### Table of Contents



Nine
    Months Ended September 28, 2007 Compared to Nine Months
    Ended September 29, 2006
  Nine Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
5,865


$
5,335


$
530Earnings before taxes


212



235



(23
)Restructuring charges and asset impairments included in earnings
    before taxes


20



12



8   Sales
  Earnings before taxes
   33




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##### Table of Contents



Occupant
    Safety Systems
  Three
    Months Ended September 28, 2007 Compared to Three Months
    Ended September 29, 2006
  Three Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,100


$
983


$
117Earnings before taxes


83



76



7Restructuring charges and asset impairments included in earnings
    before taxes


1



2



(1
)   Sales
  Earnings before taxes
    Nine
    Months Ended September 28, 2007 Compared to Nine Months
    Ended September 29, 2006
  Nine Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
3,483


$
3,250


$
233Earnings before taxes


338



322



16Restructuring charges and asset impairments included in earnings
    before taxes


3



7



(4
)   Sales
  Earnings before taxes
   34




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##### Table of Contents



Automotive
    Components
  Three
    Months Ended September 28, 2007 Compared to Three Months
    Ended September 29, 2006
  Three Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
468


$
400


$
68Earnings before taxes


5



(5
)


10Restructuring charges and asset impairments included in earnings
    before taxes


3



2



1   Sales
  Earnings before taxes
    Nine
    Months Ended September 28, 2007 Compared to Nine Months
    Ended September 29, 2006
  Nine Months Ended


VarianceSeptember 28,


September 29,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,468


$
1,287


$
181Earnings before taxes


59



65



(6
)Restructuring charges and asset impairments included in earnings
    before taxes


9



3



6   Sales
  Earnings before taxes
   35




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows
  Operating Activities.
  Investing Activities.
    Financing Activities. 7 8
  Debt and
    Commitments
  Sources of Liquidity.
  3 8 1 4
   36




---



##### Table of Contents



Debt Repurchases.
  7 8
    Funding Our Requirements.
 37




---



##### Table of Contents



Credit Ratings.
  S & P


Moodys


FitchCorporate Rating


BB
+


Ba
2


BBBank Debt Rating


BBB



Baa
3


BB
+New Senior Notes Rating


BB



Ba
3


BB
Old Notes Rating



*



*



*     *
    
    Ratings withdrawn  Senior Secured Credit Facilities.
  A-1
  Guarantees and Security of Senior Secured Credit
    Facilities.
  Interest Payments. A-1 A-1
  3 8 1 4 3 8 3 4
  Debt Restrictions.
 38




---



##### Table of Contents



Interest Rate Swap Agreements.
    Contractual
    Obligations and Commitments
    Other Commitments.
   39




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
                Other
    Receivables Facilities
   40




---



##### Table of Contents



ENVIRONMENTAL
    MATTERS
        CONTINGENCIES
  and/or
   41




---



##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
         42




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K Form 10-K
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk   43




---



##### Table of Contents



Foreign Currency Exchange Rate Risk.
  Interest Rate Risk.
  Sensitivity Analysis.
  Assuming a 10%


Assuming a 10%


FavorableIncrease in


Decrease in


(Unfavorable)Rates


Rates


Change in(Dollars in millions)Market RiskForeign Currency Rate Sensitivity:Forwards* Long US$

$
(49
)

$
49



Fair value Short US$

$
35


$
(35
)


Fair valueDebt** Foreign currency denominated

$
(66
)

$
66



Fair valueInterest Rate Sensitivity:Debt Fixed rate

$
62


$
(66
)


Fair value Variable rate

$
(13
)

$
13



Cash flow     *
    
    Change in fair value of forward contracts hedging the identified
    underlying positions assuming a 10% change in the value of the
    U.S. Dollar vs. foreign currencies.**
    
    Change in fair value of foreign currency denominated debt
    assuming a 10% change in the value of the foreign currency.  Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. rule 13a-15(e)
 44




---



##### Table of Contents



Changes in Internal Control Over Financial
    Reporting.
  PART II 
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings  Form 10-K Form 10-Q Form 10-Q
  Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases  Form 10-Q.
 45




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Exhibit Name4.1


Supplemental Indenture dated as of September 14, 2007,
    among TRW Integrated Chassis Systems LLC, the existing
    guarantors and The Bank of New York, as trustee, pertaining to
    63/8% Senior
    Notes due 20144.2


Supplemental Indenture dated as of September 14, 2007,
    among TRW Integrated Chassis Systems LLC, the existing
    guarantors and The Bank of New York, as trustee, pertaining to
    7% Senior Notes due 20144.3


Supplemental Indenture dated as of September 14, 2007,
    among TRW Integrated Chassis Systems LLC, the existing
    guarantors and The Bank of New York, as trustee, pertaining to
    71/4% Senior
    Notes due 201731(a
)

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to §302 of the Sarbanes-Oxley Act of 200231(b
)

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to §302 of the Sarbanes-Oxley Act of 200232(a
)

Certification Pursuant to 18 U.S.C. §1350, As Adopted
    Pursuant to §906 of the Sarbanes-Oxley Act of 200232(b
)

Certification Pursuant to 18 U.S.C. §1350, As Adopted
    Pursuant to §906 of the Sarbanes-Oxley Act of 2002  46




---



##### Table of Contents



Signatures
        By:
    /s/  JOSEPH
    S. CANTIE   Executive Vice President and
    Chief Financial Officer
 (On behalf of the Registrant and as Principal Financial
    Officer)
   47