##### Table of Contents





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

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




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##### 





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


Condensed Consolidated Financial Statements
    (Unaudited)


1Item 2.


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


18Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


29Item 4.


Controls and Procedures


30PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


30Item 1A.


Risk Factors


30Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


31Item 6.


Exhibits


32Signatures


33Certification Pursuant to Rule 13a-14(a)Certification Pursuant to Rule 13a-14(a)Certification Pursuant to 18 U.S.C. Section 1350   i




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##### Table of Contents



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


March 30,2008


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

$
4,144


$
3,567Cost of sales


3,803



3,251Gross profit


341



316Administrative and selling expenses


132



128Amortization of intangible assets


9



9Restructuring charges and asset impairments


8



8Other expense (income)  net


4



(4
)Operating income


188



175Interest expense  net


48



63Loss on retirement of debt






147Accounts receivable securitization costs


1



1Equity in earnings of affiliates, net of tax


(7
)


(6
)Minority interest, net of tax


5



3Earnings (losses) before income taxes


141



(33
)Income tax expense


47



53Net earnings (losses)

$
94


$
(86
)Basic earnings (losses) per share:Earnings (losses) per share

$
0.93


$
(0.87
)Weighted average shares


100.8



98.5Diluted earnings (losses) per share:Earnings (losses) per share

$
0.92


$
(0.87
)Weighted average shares


102.2



98.5    1




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##### Table of Contents



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


December 31,2008


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

$
562


$
895Marketable securities


3



4Accounts receivable  net


2,860



2,313Inventories


936



822Prepaid expenses and other current assets


336



292Total current assets


4,697



4,326Property, plant and equipment  net of accumulated
    depreciation of $2,564 million and $2,334 million,
    respectively


2,995



2,910Goodwill


2,249



2,243Intangible assets  net


724



710Pension asset


1,506



1,461Other assets


660



640Total assets

$
12,831


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

$
80


$
64Current portion of long-term debt


20



30Trade accounts payable


2,666



2,406Accrued compensation


296



298Other current liabilities


1,027



917Total current liabilities


4,089



3,715Long-term debt


3,064



3,150Postretirement benefits other than pensions


586



591Pension benefits


516



497Other long-term liabilities


1,046



1,011Total liabilities


9,301



8,964Minority interests


144



134Commitments and contingenciesStockholders equity:Capital stock


1



1Treasury stock






Paid-in-capital


1,182



1,176Retained earnings


495



398Accumulated other comprehensive earnings


1,708



1,617Total stockholders equity


3,386



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

$
12,831


$
12,290    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Three Months EndedMarch 28,


March 30,2008


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

$
94


$
(86
)Adjustments to reconcile net earnings (losses) to net cash used
    in operating activities:Depreciation and amortization


147



131Net pension and other postretirement benefits income and
    contributions


(54
)


(41
)Loss on retirement of debt






147Other  net


(23
)


10Changes in assets and liabilities, net of effects of businesses
    acquired:Accounts receivable  net


(420
)


(420
)Inventories


(58
)


(37
)Trade accounts payable


150



121Prepaid expense and other assets


(15
)


(36
)Other liabilities


64



(10
)Net cash used in operating activities


(115
)


(221
)Investing ActivitiesCapital expenditures, including other intangible assets


(97
)


(119
)Acquisitions, net of cash acquired


(40
)


(12
)Termination of interest rate swaps






(12
)Proceeds from sale/leaseback transactions


1



6Net proceeds from asset sales






1Net cash used in investing activities


(136
)


(136
)Financing ActivitiesChange in short-term debt


14



36Net repayments on revolving credit facility


(90
)


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


4



1,477Redemption of long-term debt


(43
)


(1,396
)Proceeds from exercise of stock options


2



5Net cash (used in) provided by financing activities


(113
)


122Effect of exchange rate changes on cash


31



Decrease in cash and cash equivalents


(333
)


(235
)Cash and cash equivalents at beginning of period


895



578Cash and cash equivalents at end of period

$
562


$
343    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
  1.
    Description
    of Business    2.
    Basis of
    Presentation  Form 10-K
      Earnings (Losses) per Share.
  Three Months EndedMarch 28,


March 30,2008


2007Weighted average shares outstanding


100.8



98.5Effect of dilutive securities


1.4



Diluted shares outstanding


102.2



98.5    4




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Warranties.
    Three Months EndedMarch 28,


March 30,2008


2007(Dollars in millions)Beginning balance

$
140


$
133Current period accruals, net of changes in estimates


13



15Used for purposes intended


(18
)


(15
)Effects of foreign currency translation


6



2Ending balance

$
141


$
135   Comprehensive Earnings (Losses).
  Three Months EndedMarch 28,


March 30,2008


2007(Dollars in millions)Net earnings (losses)

$
94


$
(86
)Foreign currency translation


125



14Retirement obligations


(6
)


(4
)Deferred cash flow hedges


(28
)


(4
)Comprehensive earnings (losses)

$
185


$
(80
)   Recently Issued Accounting Pronouncements. FAS 142-3, FAS 142-3 FAS 142-3
     5




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
        FAS 157-2, FAS 157-2.
  FAS 157-1, FAS 157-1
 6




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  3.
    Inventories    As ofMarch 28,


December 31,2008


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

$
470


$
412Raw materials and supplies


466



410Total inventories

$
936


$
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 March 28, 2008

$
847


$
944


$
458


$
2,249   Intangible
    assets
    As of March 28, 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


$
(120
)

$
402


$
500


$
(114
)

$
386Developed technology


82



(53
)


29



81



(50
)


31Non-compete agreements


1







1



1







1Total


605


$
(173
)


432



582


$
(164
)


418Indefinite-lived intangible assets:Trademarks


292







292



292







292Total

$
897






$
724


$
874






$
710    7




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##### Table of Contents



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

$
362009


362010


362011


292012


26   5.
    Other
    Expense (Income)  Net    Three Months EndedMarch 28,


March 30,2008


2007(Dollars in millions)Provision for bad debts

$
3


$
Net losses on sales of assets


1



Foreign currency exchange losses


9



2Royalty and grant income


(7
)


(6
)Miscellaneous other income


(2
)


Other expense (income)  net

$
4


$
(4
)   6.
    Accounts
    Receivable Securitization  United States Facility.
  Other Receivables Facilities.
 8




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  7.
    Income
    Taxes      8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions    Pension
    Plans
    Three Months EndedMarch 28,


March 30,2008


2007Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
4


$
9


$
5


$
5


$
11


$
6Interest cost on projected benefit obligations


16



78



11



16



71



9Expected return on plan assets


(21
)


(103
)


(5
)


(18
)


(95
)


(4
)Amortization


(3
)










(3
)






1Curtailments/settlements






















(1
)Net pension (income) cost

$
(4
)

$
(16
)

$
11


$



$
(13
)

$
11  9




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedMarch 28,


March 30,2008


2007(Dollars in millions)Service cost

$
1


$
2Interest cost on projected benefit obligations


9



9Amortization


(5
)


(8
)Settlements


(1
)


(5
)Net postretirement benefit cost (income)

$
4


$
(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)Available-for-Sale securities

$
3


$



$



$
3Derivative assets






32







32Total assets

$
3


$
32


$



$
35Derivative liabilities

$



$
53


$



$
53          10




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Carrying


FairValue


Value(Dollars in millions)Floating rate debt

$
1,516


$
1,430Fixed rate debt


1,648



1,487       10.
    Debt    As ofMarch 28,


December 31,2008


2007(Dollars in millions)Short-term debt

$
80


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

$
1,522


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






19Term loan facilities


1,098



1,098Revolving credit facility


339



429Capitalized leases


63



63Other borrowings


62



66Total long-term debt


3,084



3,180Less current portion


20



30Long-term debt, net of current portion

$
3,064


$
3,150   Senior
    Notes and Senior Subordinated Notes
  3 8 1 8 3 4
  3 8 1 4
 11




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  3 8
      Credit
    Facilities
  Senior Secured Credit Facilities. 5-year 6-year A-1 A-1) A-1, A-1
  Other
    Borrowings
     12




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  11.
    Restructuring
    Charges and Asset Impairments    Three Months EndedMarch 28,


March 30,2008


2007(Dollars in millions)Severance and other charges

$
4


$
5Asset impairments related to restructuring activities






3Total restructuring charges


4



8Other asset impairments


4



Total restructuring charges and asset impairments

$
8


$
8     Chassis
    Systems
      Occupant
    Safety Systems
      Automotive
    Components
     13




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Restructuring
    Reserves
    Three Months EndedMarch 28,


March 30,2008


2007(Dollars in millions)Beginning balance

$
34


$
66Current period accruals, net of changes in estimates


4



5Purchase price allocation


1



1Used for purposes intended


(10
)


(19
)Effects of foreign currency translation


(1
)


Ending balance

$
28


$
53     No. 95-3,
  12.
    Capital
    Stock      13.
    Share-Based
    Compensation    10-year
  8-year
  8-year
 14




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##### Table of Contents



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


March 30,2008


2007(Dollars in millions)Stock options

$
3


$
3Restricted stock units


3



2Total share-based compensation expense

$
6


$
5   14.
    Related
    Party Transactions  Blackstone.
  Core Trust Purchasing Group.
 15




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  15.
    Operating
    Segments    Three Months EndedMarch 28,


March 30,2008


2007Sales to external customers:Chassis Systems

$
2,342


$
1,896Occupant Safety Systems


1,274



1,182Automotive Components


528



489Total sales

$
4,144


$
3,567Earnings (losses) before taxes:Chassis Systems

$
76


$
67Occupant Safety Systems


114



123Automotive Components


28



24Segment earnings before taxes


218



214Corporate expense and other


(28
)


(36
)Finance costs


(49
)


(64
)Loss on retirement of debt






(147
)Earnings (losses) before income taxes

$
141


$
(33
)Intersegment sales:Chassis Systems

$
6


$
8Occupant Safety Systems


28



30Automotive Components


14



10$
48


$
48   16.
    Contingencies     16




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    and/or
       17




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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.
    The Unfavorable Automotive Climate.
  
    a decline in market share and significant production cuts among
    some of our largest customers primarily in North America,
    including Ford Motor Company, General Motors Corporation and
    Chrysler LLC (the Big Three);
    continuing pricing pressure from OEMs;
    the continued rise in inflationary pressures impacting certain
    commodities such as ferrous metals, base metals, petroleum-based
    products, resins, yarns, and other chemicals;
    changes in foreign currency exchange rates that affect the
    relative competitiveness of manufacturing operations in
    different geographic regions;
    overall negative macroeconomic conditions, mainly in the United
    States and North America and indications of a weakening European
    economy; 18




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##### Table of Contents




    the deteriorating financial condition of certain of our
    customers and the resulting uncertainty as they continue to
    implement restructuring initiatives, including in certain cases,
    significant capacity reductions
    and/or
    reorganization under bankruptcy laws;
    a consumer shift in the North American market away from sport
    utility vehicles and light trucks to more fuel efficient
    cross-over utility vehicles and passenger cars; and
    the growing concerns over the economic viability of our
    Tier 2 and Tier 3 supply base, which faces
    inflationary pressures and financial instability in certain of
    its customers.             19




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##### Table of Contents



Foreign Currency Exchange Impact.
  Company Strategy.
      Other Matters.
 20




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##### Table of Contents



Our Debt and Capital Structure.
          Effective Tax Rate.
 21




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##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Operations
    For the Three Months Ended March 28, 2008 and
    March 30, 2007
    (Unaudited)
  Three Months Ended


VarianceMarch 28,


March 30,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
4,144


$
3,567


$
577Cost of sales


3,803



3,251



552Gross profit


341



316



25Administrative and selling expenses


132



128



4Amortization of intangible assets


9



9



Restructuring charges and asset impairments


8



8



Other expense (income)  net


4



(4
)


8Operating income


188



175



13Interest expense  net


48



63



(15
)Loss on retirement of debt






147



(147
)Accounts receivable securitization costs


1



1



Equity in earnings of affiliates, net of tax


(7
)


(6
)


(1
)Minority interest, net of tax


5



3



2Earnings (losses) before income taxes


141



(33
)


174Income tax expense


47



53



(6
)Net earnings (losses)

$
94


$
(86
)

$
180   Three
    Months Ended March 28, 2008 Compared to Three Months Ended
    March 30, 2007
  Sales
  Gross profit
 22




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##### Table of Contents



Administrative and selling expenses
  Other expense (income)  net
  Interest
    expense-net
  Loss on retirement of debt 3 8
  Income tax expense
  Segment
    Results of Operations
  Chassis
    Systems
  Three
    Months Ended March 28, 2008 Compared to Three Months Ended
    March 30, 2007
  Three Months Ended


VarianceMarch 28,


March 30,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
2,342


$
1,896


$
446Earnings before taxes


76



67



9Restructuring charges and asset impairments included in earnings
    before taxes


7



3



4   Sales
  Earnings before taxes
 23




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##### Table of Contents



Occupant
    Safety Systems
  Three
    Months Ended March 28, 2008 Compared to Three Months Ended
    March 30, 2007
  Three Months Ended


VarianceMarch 28,


March 30,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
1,274


$
1,182


$
92Earnings before taxes


114



123



(9
)Restructuring charges and asset impairments included in earnings
    before taxes


1



4



(3
)   Sales
  Earnings before taxes
    Automotive
    Components
  Three
    Months Ended March 28, 2008 Compared to Three Months Ended
    March 30, 2007
  Three Months Ended


VarianceMarch 28,


March 30,


Increase2008


2007


(Decrease)(Dollars in millions)Sales

$
528


$
489


$
39Earnings before taxes


28



24



4Restructuring charges included in earnings before taxes






1



(1
)   Sales
  Earnings before taxes
   24




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows
  Operating Activities.
  Investing Activities.
      Financing Activities.
  Debt and
    Commitments
  Sources of Liquidity.
     25




---



##### 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.
  A-1
  Interest Rate Swap Agreements. time-to-time
    Contractual
    Obligations and Commitments
   26




---



##### Table of Contents



Other Commitments.
    Off-Balance
    Sheet Arrangements
      Other
    Receivables Facilities
      CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
    RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
     27




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K non-U.S. operations,
 28




---



##### Table of Contents



Form 10-K,
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk    Foreign Currency Exchange Rate Risk.
  Interest Rate Risk.
  Sensitivity Analysis.
 29




---



##### 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$

$
(55
)

$
55



Fair value Short US$

$
39


$
(39
)


Fair valueDebt** Foreign currency denominated

$
(50
)

$
50



Fair valueInterest Rate Sensitivity:Debt Fixed rate

$
65


$
(69
)


Fair value Variable rate

$
(7
)

$
7



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
 30




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##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases   31




---



##### 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, 2004)31(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 32




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##### 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)
   33