##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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 26, 2008ORo

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
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 





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


Financial Statements


1Item 2.


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


21Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


35Item 4.


Controls and Procedures


37PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


37Item 1A.


Risk Factors


37Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


37Item 6.


Exhibits


38Signatures


39EX-31(a)EX-31(b)EX-32   i




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  TRW
    Automotive Holdings Corp.
  Consolidated
    Statements of Operations
  Three Months EndedSeptember 26,


September 28,2008


2007(Unaudited)(In millions, exceptper share amounts)Sales

$
3,592


$
3,495Cost of sales


3,411



3,263Gross profit


181



232Administrative and selling expenses


139



123Amortization of intangible assets


9



9Restructuring charges and asset impairments


32



13Other income  net


(11
)


(8
)Operating income


12



95Interest expense  net


43



54Accounts receivable securitization costs






2Equity in earnings of affiliates, net of tax


(2
)


(5
)Minority interest, net of tax


2



3(Losses) earnings before income taxes


(31
)


41Income tax expense


23



18Net (losses) earnings

$
(54
)

$
23Basic (losses) earnings per share:(Losses) earnings per share

$
(0.53
)

$
0.23Weighted average shares outstanding


101.2



100.6Diluted (losses) earnings per share:(Losses) earnings per share

$
(0.53
)

$
0.22Weighted average shares outstanding


101.2



103.3    1




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Consolidated
    Statements of Operations
  Nine Months EndedSeptember 26,


September 28,2008


2007(Unaudited)(In millions, exceptper share amounts)Sales

$
12,182


$
10,816Cost of sales


11,259



9,931Gross profit


923



885Administrative and selling expenses


407



391Amortization of intangible assets


27



27Restructuring charges and asset impairments


64



32Other expense (income)  net


1



(40
)Operating income


424



475Interest expense  net


134



173Loss on retirement of debt






155Accounts receivable securitization costs


2



4Equity in earnings of affiliates, net of tax


(17
)


(20
)Minority interest, net of tax


12



13Earnings before income taxes


293



150Income tax expense


126



116Net earnings

$
167


$
34Basic earnings per share:Earnings per share

$
1.65


$
0.34Weighted average shares outstanding


101.0



99.5Diluted earnings per share:Earnings per share

$
1.63


$
0.33Weighted average shares outstanding


102.2



102.8    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Balance Sheets
  As ofSeptember 26,


December 31,2008


2007(Unaudited)(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

$
511


$
895Marketable securities






4Accounts receivable  net


2,830



2,313Inventories


883



822Prepaid expenses and other current assets


367



292Total current assets


4,591



4,326Property, plant and equipment  net of accumulated
    depreciation of $2,732 million and $2,334 million,
    respectively


2,809



2,910Goodwill


2,242



2,243Intangible assets  net


706



710Pension asset


1,418



1,461Other assets


621



640Total assets

$
12,387


$
12,290LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS
    EQUITYCurrent liabilities:Short-term debt

$
72


$
64Current portion of long-term debt


22



30Trade accounts payable


2,314



2,406Accrued compensation


296



298Other current liabilities


1,047



917Total current liabilities


3,751



3,715Long-term debt


3,149



3,150Postretirement benefits other than pensions


574



591Pension benefits


451



497Other long-term liabilities


1,027



1,011Total liabilities


8,952



8,964Minority interests


144



134Commitments and contingenciesStockholders equity:Capital stock


1



1Treasury stock






Paid-in-capital


1,194



1,176Retained earnings


568



398Accumulated other comprehensive earnings


1,528



1,617Total stockholders equity


3,291



3,192Total liabilities, minority interests and stockholders
    equity

$
12,387


$
12,290    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Nine Months EndedSeptember 26,


September 28,2008


2007(Unaudited)(Dollars in millions)Operating ActivitiesNet earnings

$
167


$
34Adjustments to reconcile net earnings to net cash provided by
    (used in) operating activities:Depreciation and amortization


445



408Net pension and other postretirement benefits income and
    contributions


(140
)


(147
)Net gains on sale of assets


(4
)


(19
)Loss on retirement of debt






155Other  net


23



27Changes 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 ActivitiesCapital 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






3Proceeds from sale/leaseback transactions


1



6Net proceeds from asset sales


6



35Net cash used in investing activities


(377
)


(319
)Financing ActivitiesChange in short-term debt


10



66Net proceeds from revolving credit facility


50



638Proceeds from issuance of long-term debt, net of fees


4



2,584Redemption of long-term debt


(61
)


(3,000
)Proceeds from exercise of stock options


4



29Net cash provided by financing activities


7



317Effect 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



578Cash and cash equivalents at end of period

$
511


$
473    4




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##### Table of Contents



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


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(In millions)Weighted average shares outstanding


101.2



100.6



101.0



99.5Effect of dilutive securities






2.7



1.2



3.3Diluted shares outstanding


101.2



103.3



102.2



102.8    5




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Warranties.
    Nine Months EndedSeptember 26,


September 28,2008


2007(Dollars in millions)Beginning balance

$
140


$
133Current period accruals, net of changes in estimates


33



43Used for purposes intended


(42
)


(37
)Effects of foreign currency translation


(2
)


8Ending balance

$
129


$
147   Comprehensive (Losses) Earnings.
  Three Months Ended


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Net (losses) earnings

$
(54
)

$
23


$
167


$
34Foreign currency translation


(166
)


68



3



118Deferred cash flow hedges


(10
)


(5
)


(11
)


1Retirement obligations


(56
)


(4
)


(81
)


(7
)Comprehensive (losses) earnings

$
(286
)

$
82


$
78


$
146   Recently Issued Accounting Pronouncements. EITF 03-6-1, EITF 03-6-1 EITF 03-6-1 EITF 03-6-1. EITF 03-6-1
    FAS 142-3, FAS 142-3
 6




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  FAS 142-3 FAS 142-3 FAS 142-3 FAS 142-3
        FAS 157-2, FAS 157-2.
 7




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  mark-to-market mark-to-market
  3.
    Inventories    As ofSeptember 26,


December 31,2008


2007(Dollars in millions)Finished products and work in process

$
438


$
412Raw materials and supplies


445



410Total inventories

$
883


$
822   4.
    Goodwill
    and Intangible Assets  Goodwill
    OccupantChassis


Safety


AutomotiveSystems


Systems


ComponentsSegment


Segment


Segment


Total(Dollars in millions)Balance as of December 31, 2007

$
848


$
937


$
458


$
2,243Purchase price adjustments


(1
)










(1
)Balance as of September 26, 2008

$
847


$
937


$
458


$
2,242   Intangible
    Assets
    As of September 26, 2008


As of December 31, 2007Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


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

$
519


$
(133
)

$
386


$
500


$
(114
)

$
386Developed technology


85



(58
)


27



81



(50
)


31Non-compete agreements


1







1



1







1Total


605


$
(191
)


414



582


$
(164
)


418Indefinite-lived intangible assets:Trademarks


292







292



292







292Total

$
897






$
706


$
874






$
710  8




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        Years Ended December 31,(Dollars in millions)2008

$
362009


362010


362011


282012


26   5.
    Other
    (Income) Expense  Net    Three Months Ended


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Net provision for bad debts

$



$
2


$
4


$
(1
)Net gains on sales of assets


(1
)


(7
)


(4
)


(19
)Foreign currency exchange losses






5



24



4Royalty and grant income


(5
)


(7
)


(18
)


(20
)Miscellaneous other income


(5
)


(1
)


(5
)


(4
)Other (income) expense  net

$
(11
)

$
(8
)

$
1


$
(40
)   6.
    Accounts
    Receivable Securitization  United States Facility.
  Other Receivables Facilities.
 9




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    7.  Income
    Taxes
      8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions   10




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Pension
    Plans
    Three Months EndedSeptember 26,


September 28,2008


2007Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
4


$
8


$
6


$
5


$
11


$
6Interest cost on projected benefit obligations


16



75



10



16



73



9Expected return on plan assets


(20
)


(99
)


(5
)


(19
)


(98
)


(5
)Amortization


(4
)










(2
)






1Curtailments






















(2
)Net pension (income) cost

$
(4
)

$
(16
)

$
11


$



$
(14
)

$
9   Nine Months EndedSeptember 26,


September 28,2008


2007Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
13


$
25


$
16


$
15


$
33


$
18Interest cost on projected benefit obligations


48



232



31



48



215



27Expected return on plan assets


(62
)


(305
)


(15
)


(55
)


(289
)


(13
)Amortization


(11
)






1



(8
)






3Curtailments






















(3
)Net pension (income) cost

$
(12
)

$
(48
)

$
33


$



$
(41
)

$
32   Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedSeptember 26,


September 28,2008


2007Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$
1


$



$
1Interest cost on projected benefit obligations


10



2



7



1Amortization


(4
)


(1
)


(3
)


(1
)Settlements










(1
)


Net OPEB cost

$
6


$
2


$
3


$
1   11




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Nine Months EndedSeptember 26,


September 28,2008


2007Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$
1


$
1


$
1


$
1Interest cost on projected benefit obligations


24



6



23



5Amortization


(12
)


(3
)


(14
)


(3
)Settlements


(3
)






(6
)


Net OPEB cost

$
10


$
4


$
4


$
3     9.
    Financial
    Instruments      Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


Total(Dollars in millions)Derivative assets

$



$
18


$



$
18Derivative liabilities

$



$
27


$



$
27        12




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  10.
    Debt    As ofSeptember 26,


December 31,2008


2007(Dollars in millions)Short-term debt

$
72


$
64Long-term debt:Senior notes, due 2014 and 2017

$
1,492


$
1,505Senior and senior subordinated notes, due 2013






19Term loan facilities


1,095



1,098Revolving credit facility


479



429Capitalized leases


56



63Other borrowings


49



66Total long-term debt


3,171



3,180Less current portion


22



30Long-term debt, net of current portion

$
3,149


$
3,150   Senior
    Notes and Senior Subordinated Notes
  3 8 1 8 3 4
  3 8 1 4
       13




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Senior
    Secured Credit Facilities
  5-year 6-year A-1 A-1) A-1, A-1
    Other
    Borrowings
           14




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    11.
    Restructuring
    Charges and Asset Impairments      Three Months Ended


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
30


$
13


$
44


$
25Asset impairments related to restructuring activities










1



4Total restructuring charges


30



13



45



29Other asset impairments


2







19



3Total restructuring charges and asset impairments

$
32


$
13


$
64


$
32     Chassis
    Systems
  Three Months Ended


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
5


$
9


$
16


$
17Total restructuring charges


5



9



16



17Other asset impairments










17



3Total restructuring charges and asset impairments

$
5


$
9


$
33


$
20      15




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##### Table of Contents



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


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
22


$
1


$
24


$
Asset impairments related to restructuring activities










1



3Total restructuring charges


22



1



25



3Other asset impairments


2







2



Total restructuring charges and asset impairments

$
24


$
1


$
27


$
3       Automotive
    Components
  Three Months Ended


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
3


$
3


$
4


$
8Asset impairments related to restructuring activities














1Total restructuring charges and asset impairments

$
3


$
3


$
4


$
9      16




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Restructuring
    Reserves
    Nine Months EndedSeptember 26,


September 28,2008


2007(Dollars in millions)Beginning balance

$
34


$
66Current period accruals, net of changes in estimates


44



25Purchase price allocation


1



1Used for purposes intended


(30
)


(55
)Effects of foreign currency translation


(2
)


2Ending balance

$
47


$
39     No. 95-3,
  12.
    Capital
    Stock      13.
    Share-Based
    Compensation  8-year
   17




---



##### Table of Contents



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


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Stock options

$
2


$
3


$
7


$
9Restricted stock units


3



3



9



8Total share-based compensation expense

$
5


$
6


$
16


$
17   14.
    Related
    Party Transactions  Blackstone.
  Core Trust Purchasing Group.
 18




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  15.
    Operating
    Segments    Three Months Ended


Nine Months EndedSeptember 26,


September 28,


September 26,


September 28,2008


2007


2008


2007(Dollars in millions)Sales to external customers:Chassis Systems

$
2,136


$
1,927


$
7,034


$
5,865Occupant Safety Systems


1,022



1,100



3,631



3,483Automotive Components


434



468



1,517



1,468Total sales

$
3,592


$
3,495


$
12,182


$
10,816(Losses) earnings before income taxes:Chassis Systems

$
28


$
55


$
216


$
212Occupant Safety Systems


12



83



234



338Automotive Components


(6
)


5



53



59Segment earnings before income taxes


34



143



503



609Corporate expense and other


(22
)


(46
)


(74
)


(127
)Finance costs


(43
)


(56
)


(136
)


(177
)Loss on retirement of debt














(155
)(Losses) earnings before income taxes

$
(31
)

$
41


$
293


$
150Intersegment sales:Chassis Systems

$
7


$
5


$
18


$
19Occupant Safety Systems


19



29



79



91Automotive Components


14



11



43



31Total intersegment sales

$
40


$
45


$
140


$
141   16.
    Contingencies   19




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    and/or
       20




---



##### 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
         21




---



##### Table of Contents



Recent
    Trends and Market Conditions
    General
    Economic Factors:
    Production
    Levels and Product Mix:
        Inflation
    and Pricing Pressure:
     22




---



##### Table of Contents



Labor
    Relations:
    Foreign
    Currencies:
    Company
    Strategy
     23




---



##### Table of Contents



Our
    Debt and Capital Structure
              Effective
    Tax Rate
    Goodwill
   24




---



##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Operations
    For the Three Months Ended September 26, 2008 and
    September 28, 2007
    (Unaudited)
  Three Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
3,592


$
3,495


$
97Cost of sales


3,411



3,263



148Gross profit


181



232



(51
)Administrative and selling expenses


139



123



16Amortization of intangible assets


9



9



Restructuring charges and asset impairments


32



13



19Other income  net


(11
)


(8
)


(3
)Operating income


12



95



(83
)Interest expense  net


43



54



(11
)Accounts receivable securitization costs






2



(2
)Equity in earnings of affiliates, net of tax


(2
)


(5
)


3Minority interest, net of tax


2



3



(1
)(Losses) earnings before income taxes


(31
)


41



(72
)Income tax expense


23



18



5Net (losses) earnings

$
(54
)

$
23


$
(77
)   Three
    Months Ended September 26, 2008 Compared to Three Months
    Ended September 28, 2007
  Sales
  Gross profit
  Administrative and selling expenses
 25




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##### Table of Contents



Restructuring charges and asset impairments
  Other income  net
  Interest
    expense-net
  Income tax expense
  Consolidated
    Statements of Operations
    For the Nine Months Ended September 26, 2008 and
    September 28, 2007
    (Unaudited)
  Nine Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
12,182


$
10,816


$
1,366Cost of sales


11,259



9,931



1,328Gross profit


923



885



38Administrative and selling expenses


407



391



16Amortization of intangible assets


27



27



Restructuring charges and asset impairments


64



32



32Other expense (income)  net


1



(40
)


41Operating income


424



475



(51
)Interest expense  net


134



173



(39
)Loss on retirement of debt






155



(155
)Accounts receivable securitization costs


2



4



(2
)Equity in earnings of affiliates, net of tax


(17
)


(20
)


3Minority interest, net of tax


12



13



(1
)Earnings before income taxes


293



150



143Income tax expense


126



116



10Net earnings

$
167


$
34


$
133   Nine
    Months Ended September 26, 2008 Compared to Nine Months
    Ended September 28, 2007
  Sales
 26




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##### Table of Contents



Gross profit
  Administrative and selling expenses
  Restructuring charges and asset impairments
  Other expense (income)  net
  Interest expense  net
  Loss on retirement of debt
  Income tax expense
 27




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##### Table of Contents



Segment
    Results of Operations
  Chassis
    Systems
  Three
    Months Ended September 26, 2008 Compared to Three Months
    Ended September 28, 2007
  Three Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
2,136


$
1,927


$
209Earnings before taxes


28



55



(27
)Restructuring charges and asset impairments included in earnings
    before taxes


5



9



(4
)   Sales
  Earnings before taxes
    Nine
    Months Ended September 26, 2008 Compared to Nine Months
    Ended September 28, 2007
  Nine Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
7,034


$
5,865


$
1,169Earnings before taxes


216



212



4Restructuring charges and asset impairments included in earnings
    before taxes


33



20



13   Sales
  Earnings before taxes
 28




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##### Table of Contents



Occupant
    Safety Systems
  Three
    Months Ended September 26, 2008 Compared to Three Months
    Ended September 28, 2007
  Three Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
1,022


$
1,100


$
(78
)Earnings before taxes


12



83



(71
)Restructuring charges and asset impairments included in earnings
    before taxes


24



1



23   Sales
  Earnings before taxes
    Nine
    Months Ended September 26, 2008 Compared to Nine Months
    Ended September 28, 2007
  Nine Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
3,631


$
3,483


$
148Earnings before taxes


234



338



(104
)Restructuring charges and asset impairments included in earnings
    before taxes


27



3



24  29




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##### Table of Contents



Sales
  Earnings before taxes
    Automotive
    Components
  Three
    Months Ended September 26, 2008 Compared to Three Months
    Ended September 28, 2007
  Three Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
434


$
468


$
(34
)(Losses) earnings before taxes


(6
)


5



(11
)Restructuring charges and asset impairments included in earnings
    before taxes


3



3



   Sales
  Earnings before taxes
    Nine
    Months Ended September 26, 2008 Compared to Nine Months
    Ended September 28, 2007
  Nine Months Ended


VarianceSeptember 26,


September 28,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
1,517


$
1,468


$
49Earnings before taxes


53



59



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


4



9



(5
)  30




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##### Table of Contents



Sales
  Earnings before taxes
    Liquidity
    and Capital Resources
  Cash
    Flows
  Operating Activities.
  Investing Activities.
      Financing Activities.
   31




---



##### Table of Contents



Debt and
    Commitments
  Sources of Liquidity.
          Debt Repurchases.
  Funding Our Requirements.
 32




---



##### Table of Contents



Credit Ratings.
  S & P


Moodys


FitchCorporate Rating


BB
+


Ba
2


BBBank Debt Rating


BBB



Baa
3


BB
+New Senior Note Rating


BB



Ba
3


BB
−Ratings Outlook


Stable
(1)


Negative
(2)


Stable     (1)
    
    On October 7, 2008, S & P placed the
    Companys ratings on CreditWatch with negative implications.(2)
    
    On October 7, 2008, Moodys placed the Companys
    ratings under review for possible downgrade.    Senior Secured Credit Facilities.
  Interest Rate Swap Agreements.
  Contractual
    Obligations and Commitments
      Other Commitments.
    Off-Balance
    Sheet Arrangements
     33




---



##### Table of Contents



CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
  Form 10-K
  RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
             34




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K Form 10-Q non-U.S. operations, Form 10-K,
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk   35




---



##### 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 $

$
(82
)

$
82



Fair value Short US $

$
40


$
(40
)


Fair valueDebt** Foreign currency denominated

$
(54
)

$
54



Fair valueInterest Rate Sensitivity:Debt Fixed rate

$
64


$
(70
)


Fair value Variable rate

$
(6
)

$
6



Cash flowSwaps Pay fixed/receive variable

$
1


$
(1
)


Fair value     *
    
    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. 36




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures.
  Changes in Internal Control over Financial
    Reporting.
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.Risk
    Factors
  Form 10-K Form 10-Q
  Disruptions
    in the financial markets are adversely impacting the
    availability and cost of credit which could negatively affect
    our business.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases   37




---



##### Table of Contents



Item 6.
    Exhibits
    (including those incorporated by reference)  ExhibitNumber

Exhibit Name3.1


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 TRW Automotive Holdings
    Corp. (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 TRW Automotive Holdings Corp. (File No.
    001-31970) filed November 17, 200431(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 38




---



##### 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)
   39