##### 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
    June 27, 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(State or other jurisdiction
    of
    Incorporation or Organization)

81-0597059(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
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

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


20Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


34Item 4.


Controls and Procedures


35PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


35Item 1A.


Risk Factors


35Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


36Item 4.


Submission of Matters to a Vote of Security
    Holders


36Item 6.


Exhibits


37Signatures





38EX-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 Earnings
  Three Months EndedJune 27,


June 29,2008


2007(Unaudited)(In millions, except per share amounts)Sales

$
4,446


$
3,754Cost of sales


4,045



3,417Gross profit


401



337Administrative and selling expenses


136



140Amortization of intangible assets


9



9Restructuring charges and asset impairments


24



11Other expense (income)  net


8



(28
)Operating income


224



205Interest expense  net


43



56Loss on retirement of debt






8Accounts receivable securitization costs


1



1Equity in earnings of affiliates, net of tax


(8
)


(9
)Minority interest, net of tax


5



7Earnings before income taxes


183



142Income tax expense


56



45Net earnings

$
127


$
97Basic earnings per share:Earnings per share

$
1.26


$
0.97Weighted average shares outstanding


101.1



99.5Diluted earnings per share:Earnings per share

$
1.24


$
0.94Weighted average shares outstanding


102.6



103.4    1




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Consolidated
    Statements of Earnings
  Six Months EndedJune 27,


June 29,2008


2007(Unaudited)(In millions, except per share amounts)Sales

$
8,590


$
7,321Cost of sales


7,848



6,668Gross profit


742



653Administrative and selling expenses


268



268Amortization of intangible assets


18



18Restructuring charges and asset impairments


32



19Other expense (income)  net


12



(32
)Operating income


412



380Interest expense  net


91



119Loss on retirement of debt






155Accounts receivable securitization costs


2



2Equity in earnings of affiliates, net of tax


(15
)


(15
)Minority interest, net of tax


10



10Earnings before income taxes


324



109Income tax expense


103



98Net earnings

$
221


$
11Basic earnings per share:Earnings per share

$
2.19


$
0.11Weighted average shares outstanding


100.9



99.0Diluted earnings per share:Earnings per share

$
2.16


$
0.11Weighted average shares outstanding


102.3



102.5    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Balance Sheets
  As ofJune 27,


December 31,2008


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

$
453


$
895Marketable securities






4Accounts receivable  net


3,165



2,313Inventories


944



822Prepaid expenses and other current assets


419



292Total current assets


4,981



4,326Property, plant and equipment  net of accumulated
    depreciation of $2,744 million and $2,334 million,
    respectively


2,987



2,910Goodwill


2,249



2,243Intangible assets  net


715



710Pension asset


1,500



1,461Other assets


711



640Total assets

$
13,143


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

$
90


$
64Current portion of long-term debt


16



30Trade accounts payable


2,710



2,406Accrued compensation


329



298Other current liabilities


1,133



917Total current liabilities


4,278



3,715Long-term debt


3,016



3,150Postretirement benefits other than pensions


580



591Pension benefits


493



497Other long-term liabilities


1,055



1,011Total liabilities


9,422



8,964Minority interests


149



134Commitments and contingenciesStockholders equity:Capital stock


1



1Treasury stock






Paid-in-capital


1,189



1,176Retained earnings


622



398Accumulated other comprehensive earnings


1,760



1,617Total stockholders equity


3,572



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

$
13,143


$
12,290    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Six Months EndedJune 27,


June 29,2008


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

$
221


$
11Adjustments to reconcile net earnings to net cash (used in)
    provided by operating activities:Depreciation and amortization


300



268Net pension and other postretirement benefits income and
    contributions


(105
)


(94
)Net gains on sale of assets


(3
)


(12
)Loss on retirement of debt






155Other  net


18



21Changes in assets and liabilities, net of effects of businesses
    acquired:Accounts receivable  net


(710
)


(450
)Inventories


(59
)


(54
)Trade accounts payable


176



201Prepaid expense and other assets


(107
)


(38
)Other liabilities


194



61Net cash (used in) provided by operating activities


(75
)


69Investing ActivitiesCapital expenditures, including other intangible assets


(217
)


(228
)Acquisitions of businesses, net of cash acquired


(40
)


(12
)Termination of interest rate swaps






(12
)Investment in affiliates


(5
)


Proceeds from sale/leaseback transactions


1



6Net proceeds from asset sales


3



17Net cash used in investing activities


(258
)


(229
)Financing ActivitiesChange in short-term debt


26



50Net (repayments on) proceeds from revolving credit facility


(129
)


200Proceeds from issuance of long-term debt, net of fees


4



2,582Redemption of long-term debt


(55
)


(2,993
)Proceeds from exercise of stock options


4



28Net cash used in financing activities


(150
)


(133
)Effect of exchange rate changes on cash


41



(10
)Decrease in cash and cash equivalents


(442
)


(303
)Cash and cash equivalents at beginning of period


895



578Cash and cash equivalents at end of period

$
453


$
275    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 per Share.
  Three Months Ended


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(In millions)Weighted average shares outstanding


101.1



99.5



100.9



99.0Effect of dilutive securities


1.5



3.9



1.4



3.5Diluted shares outstanding


102.6



103.4



102.3



102.5   Warranties.
 5




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Six Months EndedJune 27,


June 29,2008


2007(Unaudited)Beginning balance

$
140


$
133Current period accruals, net of changes in estimates


24



28Used for purposes intended


(32
)


(27
)Effects of foreign currency translation


6



3Ending balance

$
138


$
137   Comprehensive Earnings.
  Three Months Ended


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Net earnings

$
127


$
97


$
221


$
11Foreign currency translation


44



36



169



50Deferred cash flow hedges


27



10



(1
)


6Retirement obligations


(19
)


1



(25
)


(3
)Comprehensive earnings

$
179


$
144


$
364


$
64   Recently Issued Accounting Pronouncements. EITF 03-6-1,
    FAS 142-3, FAS 142-3 FSP 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 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)
    3.
    Inventories    As ofJune 27,


December 31,2008


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

$
477


$
412Raw materials and supplies


467



410Total inventories

$
944


$
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
)Effects of foreign currency translation






7







7Balance as of June 27, 2008

$
847


$
944


$
458


$
2,249   Intangible
    Assets
    As of June 27, 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

$
522


$
(127
)

$
395


$
500


$
(114
)

$
386Developed technology


82



(55
)


27



81



(50
)


31Non-compete agreements


1







1



1







1Total


605


$
(182
)


423



582


$
(164
)


418Indefinite-lived intangible assets:Trademarks


292







292



292







292Total

$
897






$
715


$
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


292012


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


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Net provision for bad debts

$
1


$
(3
)

$
4


$
(3
)Net gains on sales of assets


(4
)


(12
)


(3
)


(12
)Foreign currency exchange losses (gains)


15



(3
)


24



(1
)Royalty and grant income


(6
)


(7
)


(13
)


(13
)Miscellaneous other expense (income)


2



(3
)






(3
)Other expense (income)  net

$
8


$
(28
)

$
12


$
(32
)   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 EndedJune 27,


June 29,2008


2007Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
5


$
8


$
5


$
5


$
11


$
6Interest cost on projected benefit obligations


16



79



10



16



71



9Expected return on plan assets


(21
)


(103
)


(5
)


(18
)


(96
)


(4
)Amortization


(4
)






1



(3
)






1Net pension (income) cost

$
(4
)

$
(16
)

$
11


$



$
(14
)

$
12   Six Months EndedJune 27,


June 29,2008


2007Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
9


$
17


$
10


$
10


$
22


$
12Interest cost on projected benefit obligations


32



157



21



32



142



18Expected return on plan assets


(42
)


(206
)


(10
)


(36
)


(191
)


(8
)Amortization


(7
)






1



(6
)






2Curtailments






















(1
)Net pension (income) cost

$
(8
)

$
(32
)

$
22


$



$
(27
)

$
23   Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedJune 27,


June 29,2008


2007Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$



$



$
Interest cost on projected benefit obligations


7



2



8



2Amortization


(4
)


(1
)


(4
)


(1
)Settlements


(2
)










Net OPEB cost

$
1


$
1


$
4


$
1   11




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Six Months EndedJune 27,


June 29,2008


2007Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$
1


$



$
1


$
Interest cost on projected benefit obligations


14



4



16



4Amortization


(8
)


(2
)


(11
)


(2
)Settlements


(3
)






(5
)


Net OPEB cost

$
4


$
2


$
1


$
2     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

$



$
46


$



$
46Derivative liabilities

$



$
41


$



$
41    12




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  10.
    Debt    As ofJune 27,


December 31,2008


2007(Dollars in millions)Short-term debt

$
90


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

$
1,521


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






19Term loan facilities


1,096



1,098Revolving credit facility


300



429Capitalized leases


60



63Other borrowings


55



66Total long-term debt


3,032



3,180Less current portion


16



30Long-term debt, net of current portion

$
3,016


$
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)
    Credit
    Facilities
  Senior Secured Credit Facilities. 5-year 6-year A-1 A-1) A-1, A-1
  Other
    Borrowings
     14




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##### Table of Contents



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


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
10


$
7


$
14


$
12Asset impairments related to restructuring activities


1



1



1



4Total restructuring charges


11



8



15



16Other asset impairments


13



3



17



3Total restructuring charges and asset impairments

$
24


$
11


$
32


$
19     Chassis
    Systems
  Three Months Ended


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
8


$
5


$
11


$
8Total restructuring charges


8



5



11



8Other asset impairments


13



3



17



3Total restructuring charges and asset impairments

$
21


$
8


$
28


$
11           Occupant
    Safety Systems
  Three Months Ended


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
1


$
(2
)

$
2


$
(1
)Asset impairments related to restructuring activities


1







1



3Total restructuring charges and asset impairments

$
2


$
(2
)

$
3


$
2    15




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##### Table of Contents



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


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Severance and other charges

$
1


$
4


$
1


$
5Asset impairments related to restructuring activities






1







1Total restructuring charges and asset impairments

$
1


$
5


$
1


$
6         Restructuring
    Reserves
    Six Months EndedJune 27,


June 29,2008


2007(Dollars in millions)Beginning balance

$
34


$
66Current period accruals, net of changes in estimates


14



12Purchase price allocation


1



1Used for purposes intended


(21
)


(36
)Effects of foreign currency translation


(1
)


1Ending balance

$
27


$
44    16




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  No. 95-3,
  12.
    Capital
    Stock      13.
    Share-Based
    Compensation  8-year
      Three Months Ended


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


2007(Dollars in millions)Stock options

$
2


$
3


$
5


$
6Restricted stock units


3



3



6



5Total share-based compensation expense

$
5


$
6


$
11


$
11   14.
    Related
    Party Transactions  Blackstone.
 17




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##### Table of Contents



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


Six Months EndedJune 27,


June 29,


June 27,


June 29,2008


2007


2008


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

$
2,556


$
2,042


$
4,898


$
3,938Occupant Safety Systems


1,335



1,201



2,609



2,383Automotive Components


555



511



1,083



1,000Total sales

$
4,446


$
3,754


$
8,590


$
7,321Earnings before taxes:Chassis Systems

$
112


$
90


$
188


$
157Occupant Safety Systems


108



132



222



255Automotive Components


31



30



59



54Segment earnings before taxes


251



252



469



466Corporate expense and other


(24
)


(45
)


(52
)


(81
)Finance costs


(44
)


(57
)


(93
)


(121
)Loss on retirement of debt






(8
)






(155
)Earnings before income taxes

$
183


$
142


$
324


$
109Intersegment sales:Chassis Systems

$
5


$
6


$
11


$
14Occupant Safety Systems


32



32



60



62Automotive Components


15



10



29



20$
52


$
48


$
100


$
96  18




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  16.
    Contingencies      and/or
       19




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##### 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
         20




---



##### Table of Contents



Recent
    Trends and Market Conditions
    Production
    Levels and Product Mix:
          Inflation
    and Pricing Pressure:
     21




---



##### Table of Contents



Labor
    Relations:
    Foreign
    Currencies:
    Company
    Strategy
       22




---



##### Table of Contents



Our
    Debt and Capital Structure
            Effective
    Tax Rate
   23




---



##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Earnings
    For the Three Months Ended June 27, 2008 and June 29,
    2007
    (Unaudited)
  Three Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
4,446


$
3,754


$
692Cost of sales


4,045



3,417



628Gross profit


401



337



64Administrative and selling expenses


136



140



(4
)Amortization of intangible assets


9



9



Restructuring charges and asset impairments


24



11



13Other expense (income)  net


8



(28
)


36Operating income


224



205



19Interest expense  net


43



56



(13
)Loss on retirement of debt






8



(8
)Accounts receivable securitization costs


1



1



Equity in earnings of affiliates, net of tax


(8
)


(9
)


1Minority interest, net of tax


5



7



(2
)Earnings before income taxes


183



142



41Income tax expense


56



45



11Net earnings

$
127


$
97


$
30   Three
    Months Ended June 27, 2008 Compared to Three Months Ended
    June 29, 2007
  Sales
  Gross profit
  Administrative and selling expenses
 24




---



##### Table of Contents



Other expense (income)  net
  Interest
    expense-net
  Loss on retirement of debt
  Income tax expense
  Consolidated
    Statements of Earnings
    For the Six Months Ended June 27, 2008 and June 29,
    2007
    (Unaudited)
  Six Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
8,590


$
7,321


$
1,269Cost of sales


7,848



6,668



1,180Gross profit


742



653



89Administrative and selling expenses


268



268



Amortization of intangible assets


18



18



Restructuring charges and asset impairments


32



19



13Other expense (income)  net


12



(32
)


44Operating income


412



380



32Interest expense  net


91



119



(28
)Loss on retirement of debt






155



(155
)Accounts receivable securitization costs


2



2



Equity in earnings of affiliates, net of tax


(15
)


(15
)


Minority interest, net of tax


10



10



Earnings before income taxes


324



109



215Income tax expense


103



98



5Net earnings

$
221


$
11


$
210  25




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##### Table of Contents



Six
    Months Ended June 27, 2008 Compared to Six Months Ended
    June 29, 2007
  Sales
  Gross profit non-recurrence
  Administrative and selling expenses
  Other expense (income)  net
  Interest expense  net
  Loss on retirement of debt
  Income tax expense
 26




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##### Table of Contents



Segment
    Results of Operations
  Chassis
    Systems
  Three
    Months Ended June 27, 2008 Compared to Three Months Ended
    June 29, 2007
  Three Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
2,556


$
2,042


$
514Earnings before taxes


112



90



22Restructuring charges and asset impairments included in earnings
    before taxes


21



8



13   Sales
  Earnings before taxes
    Six
    Months Ended June 27, 2008 Compared to Six Months Ended
    June 29, 2007
  Six Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
4,898


$
3,938


$
960Earnings before taxes


188



157



31Restructuring charges and asset impairments included in earnings
    before taxes


28



11



17   Sales
  Earnings before taxes
 27




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##### Table of Contents



Occupant
    Safety Systems
  Three
    Months Ended June 27, 2008 Compared to Three Months Ended
    June 29, 2007
  Three Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
1,335


$
1,201


$
134Earnings before taxes


108



132



(24
)Restructuring charges and asset impairments included in earnings
    before taxes


2



(2
)


4   Sales
  Earnings before taxes
    Six
    Months Ended June 27, 2008 Compared to Six Months Ended
    June 29, 2007
  Six Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
2,609


$
2,383


$
226Earnings before taxes


222



255



(33
)Restructuring charges and asset impairments included in earnings
    before taxes


3



2



1   Sales
 28




---



##### Table of Contents



Earnings before taxes
    Automotive
    Components
  Three
    Months Ended June 27, 2008 Compared to Three Months Ended
    June 29, 2007
  Three Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
555


$
511


$
44Earnings before taxes


31



30



1Restructuring charges and asset impairments included in earnings
    before taxes


1



5



(4
)   Sales
  Earnings before taxes
    Six
    Months Ended June 27, 2008 Compared to Six Months Ended
    June 29, 2007
  Six Months Ended


VarianceJune 27,


June 29,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
1,083


$
1,000


$
83Earnings before taxes


59



54



5Restructuring charges and asset impairments included in earnings
    before taxes


1



6



(5
)  29




---



##### Table of Contents



Sales
  Earnings before taxes
    Liquidity
    and Capital Resources
  Cash
    Flows
  Operating Activities.
  Investing Activities.
      Financing Activities.
  Debt and
    Commitments
  Sources of Liquidity.
   30




---



##### Table of Contents



Debt Repurchases.
  Funding Our Requirements.
  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



Negative



Stable     Senior Secured Credit Facilities.
  Interest Rate Swap Agreements.
 31




---



##### Table of Contents



Contractual
    Obligations and Commitments
      Other Commitments.
    Off-Balance
    Sheet Arrangements
      CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
  Form 10-K
  RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    OTHER
    MATTERS
    OUTLOOK
   32




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K
 33




---



##### Table of Contents



non-U.S. operations, Form 10-K,
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk    Foreign Currency Exchange Rate Risk.
  Interest Rate Risk.
  Sensitivity Analysis.
 34




---



##### Table of Contents



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$

$
38


$
(38
)


Fair valueDebt** Foreign currency denominated

$
(60
)

$
60



Fair valueInterest Rate Sensitivity:Debt Fixed rate

$
66


$
(70
)


Fair value Variable rate

$
(6
)

$
6



Cash flowSwaps Pay fixed/receive variable

$
2


$
(2
)


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.  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
 35




---



##### Table of Contents



Loss
    of market share, production cuts and capacity reductions by the
    Detroit Three may adversely affect our results in the future and
    the viability of our supply base.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases    Item 4.
    Submission
    of Matters to a Vote of Security Holders      For


WithheldPaul H. ONeill


92,909,187



4,558,655Francois J. Castaing


95,756,491



1,711,351     For


Against


Abstain96,715,310



746,308



6,224  36




---



##### 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 37




---



##### 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)
   38