##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended April 2, 2010ORo

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 of principal executive
    offices)
  (734) 855-2600 (Registrants telephone
    number, including area code)
  þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




---



##### Table of Contents





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

Financial Statements


2Item 2.

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


24Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


34Item 4.

Controls and Procedures


34PART II  OTHER
    INFORMATIONItem 1.

Legal Proceedings


35Item 1A.

Risk Factors


35Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


35Item 6.

Exhibits


35Signatures


36EX-10.4EX-31.AEX-31.BEX-32  1




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  TRW
    Automotive Holdings Corp.
  Consolidated
    Statements of Operations
  Three Months EndedApril 2,


April 3,2010


2009(Unaudited)(In millions, exceptper share amounts)Sales

$
3,583


$
2,390Cost of sales


3,154



2,360Gross profit


429



30Administrative and selling expenses


125



107Amortization of intangible assets


5



5Restructuring charges and fixed asset impairments


7



24Intangible asset impairments






30Other (income) expense  net


(8
)


(11
)Operating income (losses)


300



(125
)Interest expense  net


45



42(Gain) loss on retirement of debt  net






(34
)Equity in (earnings) losses of affiliates, net of tax


(8
)


1Earnings (losses) before income taxes


263



(134
)Income tax expense (benefit)


50



(5
)Net earnings (losses)


213



(129
)Less: Net earnings attributable to noncontrolling interest, net
    of tax


9



2Net earnings (losses) attributable to TRW

$
204


$
(131
)Basic earnings (losses) per share:Earnings (losses) per share

$
1.72


$
(1.30
)Weighted average shares outstanding


118.3



101.1Diluted earnings (losses) per share:Earnings (losses) per share

$
1.61


$
(1.30
)Weighted average shares outstanding


129.3



101.1    2




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Balance Sheets
  As ofApril 2,


December 31,2010


2009(Unaudited)(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

$
634


$
788Accounts receivable  net


2,312



1,943Inventories


717



660Prepaid expenses and other current assets


224



201Total current assets


3,887



3,592Property, plant and equipment  net of accumulated
    depreciation of $3,173 million and $3,187 million,
    respectively


2,190



2,334Goodwill


1,763



1,768Intangible assets  net


318



324Pension assets


195



179Other assets


537



535Total assets

$
8,890


$
8,732LIABILITIES AND EQUITYCurrent liabilities:Short-term debt

$
18


$
18Current portion of long-term debt


23



28Trade accounts payable


2,049



1,912Accrued compensation


253



256Other current liabilities


1,109



1,094Total current liabilities


3,452



3,308Long-term debt


2,180



2,325Postretirement benefits other than pensions


473



479Pension benefits


767



804Other long-term liabilities


500



507Total liabilities


7,372



7,423Commitments and contingenciesStockholders equity:Preferred stock






Capital stock


1



1Treasury stock






Paid-in-capital


1,563



1,553Retained earnings (accumulated deficit)


(119
)


(323
)Accumulated other comprehensive earnings (losses)


(71
)


(71
)Total TRW stockholders equity


1,374



1,160Noncontrolling interest


144



149Total equity


1,518



1,309Total liabilities and equity

$
8,890


$
8,732    3




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Three Months EndedApril 2,


April 3,2010


2009(Unaudited)(Dollars in millions)Operating ActivitiesNet earnings (losses)

$
213


$
(129
)Adjustments to reconcile net earnings (losses) to net cash
    provided by (used in) operating activities:Depreciation and amortization


119



117Net pension and other postretirement benefits income and
    contributions


(49
)


(66
)Net (gain) loss on retirement of debt






(34
)Intangible asset impairment charges






30Fixed asset impairment charges


1



4Net (gain) loss on sales of assets


(1
)


(4
)Other  net


1



6Changes in assets and liabilities, net of effects of businesses
    acquired:Accounts receivable  net


(417
)


(100
)Inventories


(75
)


45Trade accounts payable


184



(153
)Prepaid expense and other assets


(27
)


57Other liabilities


72



(27
)Net cash provided by (used in) operating activities


21



(254
)Investing ActivitiesCapital expenditures, including other intangible assets


(45
)


(35
)Net proceeds from asset sales


1



4Net cash provided by (used in) investing activities


(44
)


(31
)Financing ActivitiesChange in short-term debt






(2
)Net (repayments on) proceeds from revolving credit facility






110Proceeds from issuance of long-term debt, net of fees






4Redemption of long-term debt


(120
)


(23
)Proceeds from exercise of stock options


11



Dividends paid to noncontrolling interest


(12
)


Net cash provided by (used in) financing activities


(121
)


89Effect of exchange rate changes on cash


(10
)


(25
)Increase (decrease) in cash and cash equivalents


(154
)


(221
)Cash and cash equivalents at beginning of period


788



756Cash and cash equivalents at end of period

$
634


$
535    4




---



##### 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 (Losses) Per Share.
   5




---



##### Table of Contents



Three Months EndedApril 2,


April 3,2010


2009(In millions, exceptper share amounts)Net earnings (losses) attributable to TRW

$
204


$
(131
)Interest expense on exchangeable notes, net of tax of zero


2



Amortization of discount on exchangeable notes, net of tax of
    zero


2



Net earnings (losses) attributable to TRW for purposes of
    calculating diluted earnings (losses) per share

$
208


$
(131
)Basic:Weighted average shares
    outstanding(1)


118.3



101.1Basic earnings (losses) per share

$
1.72


$
(1.30
)Diluted:Weighted average shares
    outstanding(1)


118.3



101.1Effect of dilutive stock options, restricted stock units and
    stock-settled stock appreciation rights


2.2



Shares applicable to exchangeable notes


8.8



Diluted weighted average shares outstanding


129.3



101.1Diluted earnings (losses) per share

$
1.61


$
(1.30
)     (1)
    
    In August 2009, the Company issued 16.1 million shares of
    its common stock in a public offering which are included in the
    weighted average shares outstanding for 2010.    Warranties.
    Three Months EndedApril 2,


April 3,2010


2009(Dollars in millions)Beginning balance

$
118


$
108Current period accruals, net of changes in estimates


12



10Used for purposes intended


(15
)


(17
)Effects of foreign currency translation


(2
)


(1
)Ending balance

$
113


$
100  6




---



##### Table of Contents



Equity and Comprehensive Income.
  Three Months EndedApril 2, 2010


April 3, 2009TRW


Noncontrolling





TRW


NoncontrollingTotal


Shareholders


Interest


Total


Shareholders


Interest(Dollars in millions)Beginning balance of equity

$
1,309


$
1,160


$
149


$
1,268


$
1,131


$
137Comprehensive earnings (losses):Net earnings (losses)


213



204



9



(129
)


(131
)


2Foreign currency translation


(14
)


(12
)


(2
)


(54
)


(51
)


(3
)Retirement obligations, net of tax


1



1







(14
)


(14
)


Deferred cash flow hedges, net of tax


11



11







51



51



Comprehensive earnings (losses)


211



204



7



(146
)


(145
)


(1
)Dividends paid to noncontrolling interest


(12
)






(12
)


(6
)






(6
)Share-based compensation expense


4



4







4



4



Proceeds from exercise of stock options


11



11















Issuance of common stock upon vesting of restricted stock units


(5
)


(5
)














Ending balance of equity

$
1,518


$
1,374


$
144


$
1,120


$
990


$
130   Recently Adopted Accounting Pronouncements. No. 2010-09, No. 2010-09 No. 2010-09
  No. 2010-06, No. 2010-06 No. 2010-06 No. 2010-06
  No. 2009-17. 2009-17 2009-17 No. 2009-17
  No. 2009-16. 2009-16 2009-16 2009-16 2009-16
 7




---



##### Table of Contents



Recently Issued Accounting Pronouncements. No. 2009-13, No. 2009-13 No. 2009-13 No. 2009-13
  3.
    Inventories    As ofApril 2,


December 31,2010


2009(Dollars in millions)Finished products and work in process

$
369


$
342Raw materials and supplies


348



318Total inventories

$
717


$
660   4.
    Goodwill
    and Intangible Assets  Goodwill
    OccupantChassis


Safety





AutomotiveSystems


Systems


Electronics


ComponentsSegment


Segment


Segment


Segment


Total(Dollars in millions)Balance as of December 31, 2009

$
800


$
545


$
423


$



$
1,768Effects of foreign currency translation






(5
)










(5
)Balance as of April 2, 2010

$
800


$
540


$
423


$



$
1,763   Intangible
    assets
    As of


As ofApril 2, 2010


December 31, 2009Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


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

$
67


$
(28
)

$
39


$
67


$
(25
)

$
42Developed technology and other intangible assets


89



(73
)


16



90



(71
)


19Total


156


$
(101
)


55



157


$
(96
)


61Indefinite-lived intangible assets:Trademarks


263







263



263







263Total

$
419






$
318


$
420






$
324    8




---



##### Table of Contents



(Dollars in millions)Remainder of 2010

$
16Fiscal year 2011


13Fiscal year 2012


11Fiscal year 2013


112014 and beyond


4   5.
    Other
    (Income) Expense  Net    Three Months EndedApril 2,


April 3,2010


2009(Dollars in millions)Net provision for bad debts

$
(1
)

$
4Net (gains) losses on sales of assets


(1
)


(4
)Royalty and grant income


(4
)


(10
)Miscellaneous other income


(2
)


(1
)Other (income) expense  net

$
(8
)

$
(11
)   6.
    Accounts
    Receivable Facilities      7.
    Income
    Taxes  year-to-date
   9




---



##### Table of Contents



8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions  Pension
    Plans
    Three Months EndedApril 2, 2010


April 3, 2009Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
1


$



$
5


$
4


$
4


$
4Interest cost on projected benefit obligations


16



63



10



16



56



9Expected return on plan assets


(19
)


(83
)


(5
)


(21
)


(77
)


(4
)Amortization


(1
)










(2
)


(6
)


Curtailments/settlements






1















Net pension (income) cost

$
(3
)

$
(19
)

$
10


$
(3
)

$
(23
)

$
9  10




---



##### Table of Contents



Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedApril 2, 2010


April 3, 2009Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$



$



$
Interest cost on projected benefit obligations


6



1



6



2Amortization


(5
)


(1
)


(6
)


(1
)Settlements






(2
)






Net OPEB (income) cost

$
1


$
(2
)

$



$
1     9.
    Fair
    Value Measurements    Level 1.
  Level 2.
  Level 3.
 11




---



##### Table of Contents



Items Measured
    at Fair Value on a Recurring Basis
    As of April 2, 2010Carrying


Fair


MeasurementValue


Value


Approach(Dollars in millions)Foreign currency forward contracts  current assets

$
28


$
28



Level 2Foreign currency forward contracts  noncurrent assets


3



3



Level 2Commodity contracts  current assets


1



1



Level 2Short-term debt, fixed and floating rate


18



18



Level 1Floating rate long-term debt


310



311



Level 2Fixed rate long-term debt


1,893



1,916



Level 2Foreign currency forward contracts  current liability


6



6



Level 2Interest rate swap contracts  noncurrent liability


7



7



Level 2Commodity contracts  current liability


6



6



Level 2Commodity contracts  noncurrent liability


9



9



Level 2               Items Measured
    at Fair Value on a Nonrecurring Basis
     12




---



##### Table of Contents



10.
    Financial
    Instruments      Cash Flow Hedges.
  Fair Value Hedges.
 13




---



##### Table of Contents



Derivative Instruments.
  Assets


LiabilitiesFair Value as of




Fair Value as ofBalance Sheet

April 2,


December 31,


Balance Sheet

April 2,


December 31,Location

2010


2009


Location

2010


2009(Dollars in millions)Derivatives designated as hedging instrumentsInterest rate contracts

Other assets

$



$



Other long-term liabilities

$
7


$
2Foreign exchange contracts

Other current assets


18



11


Other current assets


5



Other current liabilities


1



3


Other current liabilities


5



22Other assets


2



3


Other assets






Commodity contracts

Other current assets


1



1


Other current liabilities






1Total derivatives designated as hedging instruments




22



18





17



25Derivatives not designated as hedging instrumentsForeign exchange contracts

Other current assets


18



7


Other current assets


3



Other current liabilities


1



2


Other current liabilities


3



7Other assets


1






Other long-term liabilities






Commodity contracts

Other current liabilities









Other current liabilities


6



5Other long-term liabilities









Other long-term liabilities


9



9Total derivatives not designated as hedging instruments




20



9





21



21Total derivatives



$
42


$
27




$
38


$
46         Fair
    Value Hedges:
  Gain (Loss) on Derivative



Gain (Loss) on Related HedgedRecognized in Income



Relationships Recognized in IncomeThree





ThreeMonths





MonthsEnded





EndedApril 2,


April 3,





April 2,


April 3,Derivatives

Location

2010


2009

Hedged Item

Location

2010


2009(Dollars in millions)Interest rate contracts

Interest income (expense)

$
(6
)

$

Senior notes

Interest income (expense)

$
6


$  14




---



##### Table of Contents



Cash Flow
    Hedges:
  Gain (Loss)


Gain (Loss) ReclassRecognized in OCI


from Accumulated OCI into(Effective Portion)


Income (Effective Portion)Three




ThreeMonths




MonthsEnded




EndedApril 2,


April 3,




April 2,


April 3,Derivatives

2010


2009


Location

2010


2009(Dollars in millions)Interest rate contracts

$
(1
)

$
(1
)

Interest expense

$
(1
)

$
(1
)Foreign currency exchange contracts


20



(7
)

Sales


(2
)


(37
)Cost of sales


3



(6
)Other income (expense)


1



2Commodity contracts






1


Cost of sales






(1
)Total

$
19


$
(7
)

Total

$
1


$
(43
)     Undesignated
    Derivatives:
  Gain (Loss) Recognized in Incomeon DerivativesThreeMonthsEndedApril 2,


April 3,Derivatives

Location

2010


2009(Dollars in millions)Other incomeForeign currency exchange contracts

(expense)

$
13


$
(2
)Other incomeCommodity contracts

(expense)


(2
)


Total

$
11


$
(2
)   Credit-Risk-Related
    Contingent Features
   15




---



##### Table of Contents



11.
    Debt    As ofApril 2,


December 31,2010


2009(Dollars in millions)Short-term debt

$
18


$
18Long-term debt:Senior notes, due 2014 and 2017

$
1,629


$
1,674Exchangeable senior notes, due 2015


197



195Term loan facilities


299



400Revolving credit facility






Capitalized leases


37



41Other borrowings


41



43Total long-term debt


2,203



2,353Less current portion


23



28Long-term debt, net of current portion

$
2,180


$
2,325   Senior
    Notes
  8.875% Senior Notes.
  2007 Senior Notes. 3 8 1 4
    Exchangeable
    Senior Notes
  Exchangeable Senior Notes.
  paid-in-capital
 16




---



##### Table of Contents



Senior
    Secured Credit Facilities
  Tranche A-2 A-2), Tranche B-3 A-2,
  A-2
  A-2.
      Other
    Borrowings
     17




---



##### Table of Contents



12.
    Restructuring
    Charges and Asset Impairments    Three Months EndedApril 2,


April 3,2010


2009(Dollars in millions)Severance and other charges

$
6


$
20Total restructuring charges


6



20Other fixed asset impairments


1



4Total restructuring charges and fixed asset impairments


7



24Intangible asset impairments






30Total restructuring charges and asset impairments

$
7


$
54     Chassis
    Systems
    Occupant
    Safety Systems
    Electronics
   18




---



##### Table of Contents



Automotive
    Components
    Corporate
    Restructuring
    Reserves
    Three Months EndedApril 2,


April 3,2010


2009(Dollars in millions)Beginning balance

$
23


$
32Current period accruals, net of changes in estimates






13Used for purposes intended


(5
)


(19
)Effects of foreign currency translation






1Ending balance

$
18


$
27     13.
    Capital
    Stock      14.
    Share-Based
    Compensation  Equity
    Awards
   19




---



##### Table of Contents



8-year 10-year
    Three Months EndedApril 2,


April 3,2010


2009(Dollars in millions)Stock options and SSARs

$
1


$
2Restricted stock units


3



2Total share-based compensation expense

$
4


$
4   Cash
    Awards
    2009 Awards.
  2010 Awards.
  15.
    Related
    Party Transactions  Blackstone.
  Form S-3
 20




---



##### Table of Contents



Core Trust Purchasing Group.
   21




---



##### Table of Contents



16.
    Segment
    Information    Three Months EndedApril 2,


April 3,2010


2009(Dollars in millions)Sales to external customers:Chassis Systems

$
2,062


$
1,405Occupant Safety Systems


905



599Electronics


196



118Automotive Components


420



268Total sales to external customers

$
3,583


$
2,390Intersegment sales:Chassis Systems

$
14


$
5Occupant Safety Systems


11



6Electronics


88



55Automotive Components


12



6Total intersegment sales

$
125


$
72Total segment sales:Chassis Systems

$
2,076


$
1,410Occupant Safety Systems


916



605Electronics


284



173Automotive Components


432



274Total segment sales

$
3,708


$
2,462Earnings (losses) before taxes:Chassis Systems

$
152


$
(49
)Occupant Safety Systems


89



(21
)Electronics


36



(5
)Automotive Components


24



(38
)Segment earnings (losses) before taxes


301



(113
)Corporate expense and other


(2
)


(15
)Financing costs


(45
)


(42
)Gain (loss) on retirement of debt  net






34Net earnings attributable to noncontrolling interest, net of tax


9



2Earnings (losses) before income taxes

$
263


$
(134
)     17.
    Contingencies   22




---



##### Table of Contents



and/or
       23




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K Form 10-Q
  EXECUTIVE
    OVERVIEW
  Our
    Business
      Financial
    Results
    
    Our net sales were $3.6 billion, which represents an
    increase of 50% from the prior year period. The increase in
    sales was driven primarily by significantly higher vehicle
    production volumes in Europe and North America and, to a lesser
    extent, the positive effects of foreign currency movements.
    We experienced our fourth consecutive quarter of improvement in
    each of gross profit and administrative and selling expenses as
    a percentage of sales (12.0% and 3.5%, respectively).
    Operating income was $300 million compared to operating
    losses of $125 million from the prior year period. The
    improvement in operating income of $425 million resulted
    primarily from higher sales volumes, benefits from downturn
    management and restructuring actions implemented over the past
    year and, to a lesser extent, lower restructuring charges and
    asset impairments.
    Net earnings attributable to TRW were $204 million as
    compared to net losses of $131 million from the prior year
    period. This improvement of $335 million was primarily the
    result of the significant improvement in operating income,
    partially offset by increased income tax expense and the
    non-recurrence of a gain on retirement of debt recognized in the
    prior year period.
    We generated positive operating cash flow of $21 million,
    while capital expenditures were $45 million. We also
    reduced our outstanding debt during the quarter by
    $150 million.  Recent
    Trends and Market Conditions
    General
    Economic Conditions:
   24




---



##### Table of Contents



Production
    Levels:
      pent-up
    Product
    Mix:
    Supplier
    Restructuring Actions:
  and/or
  Inflation
    and Pricing Pressure:
     25




---



##### Table of Contents



Foreign
    Currencies:
    Strategic
    Initiatives
        Our
    Debt and Capital Structure
        Income
    Tax Expense
     26




---



##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Operations
    (Unaudited)
  Three Months EndedApril 2,


April 3,2010


2009


Variance(Dollars in millions)Sales

$
3,583


$
2,390


$
1,193Cost of sales


3,154



2,360



794Gross profit


429



30



399Administrative and selling expenses


125



107



18Amortization of intangible assets


5



5



Restructuring charges and fixed asset impairments


7



24



(17
)Intangible asset impairments






30



(30
)Other (income) expense  net


(8
)


(11
)


3Operating income (losses)


300



(125
)


425Interest expense  net


45



42



3(Gain) loss on retirement of debt  net






(34
)


34Equity in (earnings) losses of affiliates, net of tax


(8
)


1



(9
)Earnings (losses) before income taxes


263



(134
)


397Income tax expense (benefit)


50



(5
)


55Net earnings (losses)


213



(129
)


342Less: Net earnings attributable to noncontrolling interest, net
    of tax


9



2



7Net earnings (losses) attributable to TRW

$
204


$
(131
)

$
335   Comparison
    of the Three Months Ended April 2, 2010 to the Three Months
    Ended April 3, 2009
  Sales
  Gross profit
  Administrative and selling expenses
 27




---



##### Table of Contents



Restructuring charges and fixed asset impairments
  Intangible asset impairments
  Other (income) expense  net
  Interest expense  net
  Gain on retirement of debt  net
  Equity in (earnings) losses of affiliates, net of tax
  Income tax expense pre-tax
  Segment
    Results of Operations
  Sales,
    Including Intersegment Sales
  Three Months EndedApril 2,


April 3,2010


2009


Variance(Dollars in millions)Chassis Systems

$
2,076


$
1,410


$
666Occupant Safety Systems


916



605



311Electronics


284



173



111Automotive Components


432



274



158Intersegment eliminations


(125
)


(72
)


(53
)Sales

$
3,583


$
2,390


$
1,193  28




---



##### Table of Contents



Earnings
    (Losses) Before Taxes
  Three Months EndedApril 2,


April 3,2010


2009


Variance(Dollars in millions)Chassis Systems

$
152


$
(49
)

$
201Occupant Safety Systems


89



(21
)


110Electronics


36



(5
)


41Automotive Components


24



(38
)


62Segment earnings (losses) before taxes

$
301


$
(113
)

$
414Corporate expense and other


(2
)


(15
)


13Financing costs


(45
)


(42
)


(3
)Gain (loss) on retirement of debt  net






34



(34
)Net earnings attributable to noncontrolling interest, net of tax


9



2



7Earnings (losses) before income taxes

$
263


$
(134
)

$
397   Restructuring
    Charges and Asset Impairments Included in Earnings (Losses)
    Before Taxes
  Three Months EndedApril 2,


April 3,2010


2009


Variance(Dollars in millions)Chassis Systems

$
(1
)

$
11


$
(12
)Occupant Safety Systems


9



4



5Electronics


(1
)


1



(2
)Automotive Components






7



(7
)Corporate






31



(31
)Total restructuring charges and asset impairments

$
7


$
54


$
(47
)   Chassis
    Systems
  Comparison
    of the three months ended April 2, 2010 and April 3,
    2009:
  Sales, including intersegment sales
  Earnings (losses) before taxes
  Restructuring charges and asset impairments
 29




---



##### Table of Contents



Occupant
    Safety Systems
  Comparison
    of the three months ended April 2, 2010 and April 3,
    2009:
  Sales, including intersegment sales
  Earnings (losses) before taxes
  Restructuring charges and asset impairments
  Electronics
  Comparison
    of the three months ended April 2, 2010 and April 3,
    2009:
  Sales, including intersegment sales
  Earnings (losses) before taxes
  Restructuring charges and asset impairments
  Automotive
    Components
  Comparison
    of the three months ended April 2, 2010 and April 3,
    2009:
  Sales, including intersegment sales
  Earnings (losses) before taxes
  Restructuring charges and asset impairments
 30




---



##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Flows
  Operating Activities.
  
    The improvement of our results of operations during the first
    quarter of 2010, as compared to the first quarter of 2009, which
    was primarily caused by increased sales in North America and
    Europe.
    Restructuring and severance-related cash outflows were
    $9 million in the first quarter of 2010 compared to
    $13 million in the first quarter of 2009.
    Net pension and other postretirement cash payments for the first
    quarter of 2010 were $36 million, compared to cash payments
    of $51 million in the first quarter of 2009.    Investing Activities.
  Financing Activities.
 31




---



##### Table of Contents



Other
    Sources of Liquidity
  Liquidity Facilities.
        Senior Secured Credit Facilities. A-2, A-2 A-1
  Form 10-K
    Contractual
    Obligations and Commitments
    Other Commitments. and/or
 32




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
    RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
            FORWARD-LOOKING
    STATEMENTS
   33




---



##### Table of Contents



Form 10-K non-U.S. operations, Form 10-K,
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures.
  Changes in Internal Control over Financial
    Reporting.
 34




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases    Item 6.
    Exhibits
    (including those incorporated by reference)  ExhibitNumber

Exhibit Name3.1


Second Amended and Restated Certificate of Incorporation of TRW
    Automotive Holdings Corp. (Incorporated by reference to
    Exhibit 3.1 to the Annual Report on
    Form 10-K
    of the Company (File
    No. 001-31970)
    for the fiscal year ended December 31, 2003)3.2


Third Amended and Restated By-Laws of TRW Automotive Holdings
    Corp. (Incorporated by reference to Exhibit 3.2 to the
    Current Report on
    Form 8-K
    of the Company (File
    No. 001-31970)
    filed November 17, 2004)10.1


Form of TRW Automotive Inc. Executive Officer Cash Incentive
    Award Agreement (Incorporated by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    of the Company (File
    No. 001-31970)
    filed February 26, 2010)10.2


Form of TRW Automotive Holdings Corp. Executive Officer
    Stock-Settled Stock Appreciation Rights Agreement (Incorporated
    by reference to Exhibit 10.2 to the Current Report on
    Form 8-K
    of the Company (File
    No. 001-31970)
    filed February 26, 2010)10.3


Form of TRW Automotive Holdings Corp. Chief Executive Officer
    Stock-Settled Stock Appreciation Rights Agreement (Incorporated
    by reference to Exhibit 10.3 to the Current Report on
    Form 8-K
    of the Company
    (File No. 001-31970)
    filed February 26, 2010)10.4*


Amendment, dated as of March 17, 2010, to the Seventh
    Amended and Restated Credit Agreement dated as of
    December 21, 2009, among TRW Automotive Inc., TRW
    Automotive Holdings Corp., TRW Automotive Intermediate Holdings
    Corp., certain of the Companys foreign subsidiaries, the
    lenders party thereto from time to time, JPMorgan Chase Bank,
    N.A., as administrative agent and as collateral agent for the
    lenders, and Bank of America, N.A., as syndication agent31(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*


Certification Pursuant to 18 U.S.C. §1350, As Adopted
    Pursuant to §906 of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith 35




---



##### Table of Contents



Signatures    TRW Automotive Holdings Corp.
    (Registrant)Date: May 5, 2010

By:

/s/  JOSEPH
    S. CANTIEJoseph S. CantieExecutive Vice President and Chief Financial
    Officer (On behalf of the Registrant and as
    Principal Financial Officer)  36