##### 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 October 2, 2009ORo

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




---



##### 





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


28Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


45Item 4.

Controls and Procedures


46PART II  OTHER
    INFORMATIONItem 1.

Legal Proceedings


46Item 1A.

Risk Factors


46Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


47Item 6.

Exhibits


47Signatures


48EX-4.1EX-31.(a)EX-31.(b)EX-32   1




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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 EndedOctober 2,


September 26,2009


2008(Unaudited)(In millions, exceptper share amounts)Sales

$
3,108


$
3,592Cost of sales


2,807



3,411Gross profit


301



181Administrative and selling expenses


131



139Amortization of intangible assets


5



9Restructuring charges and fixed asset impairments


24



32Other (income)  net






(11
)Operating income


141



12Interest expense  net


54



43Loss on retirement of debt  net


1



Accounts receivable securitization costs


1



Equity in earnings of affiliates, net of tax


(5
)


(2
)Earnings (losses) before income taxes


90



(29
)Income tax expense


28



23Net earnings (losses)


62



(52
)Less: Net earnings attributable to noncontrolling interest, net
    of tax


6



2Net earnings (losses) attributable to TRW

$
56


$
(54
)Basic earnings (losses) per share:Earnings (losses) per share

$
0.51


$
(0.53
)Weighted average shares outstanding


110.7



101.2Diluted earnings (losses) per share:Earnings (losses) per share

$
0.50


$
(0.53
)Weighted average shares outstanding


111.9



101.2    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Consolidated
    Statements of Operations
  Nine Months EndedOctober 2,


September 26,2009


2008(Unaudited)(In millions, exceptper share amounts)Sales

$
8,230


$
12,182Cost of sales


7,699



11,259Gross profit


531



923Administrative and selling expenses


355



407Amortization of intangible assets


16



27Restructuring charges and fixed asset impairments


74



64Intangible asset impairments


30



Other (income) expense  net


(4
)


1Operating income


60



424Interest expense  net


136



134Gain on retirement of debt  net


(34
)


Accounts receivable securitization costs


3



2Equity in earnings of affiliates, net of tax


(9
)


(17
)(Losses) earnings before income taxes


(36
)


305Income tax expense


37



126Net (losses) earnings


(73
)


179Less: Net earnings attributable to noncontrolling interest, net
    of tax


13



12Net (losses) earnings attributable to TRW

$
(86
)

$
167Basic (losses) earnings per share:(Losses) earnings per share

$
(0.82
)

$
1.65Weighted average shares outstanding


104.4



101.0Diluted (losses) earnings per share:(Losses) earnings per share

$
(0.82
)

$
1.63Weighted average shares outstanding


104.4



102.2    3




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##### Table of Contents



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


December 31,2009


2008(Unaudited)(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

$
474


$
756Marketable securities






10Accounts receivable  net


2,149



1,570Inventories


698



694Prepaid expenses and other current assets


214



209Total current assets


3,535



3,239Property, plant and equipment  net of accumulated
    depreciation of $3,093 million and $2,653 million,
    respectively


2,405



2,518Goodwill


1,770



1,765Intangible assets  net


330



373Pension asset


935



801Other assets


521



576Total assets

$
9,496


$
9,272LIABILITIES AND EQUITYCurrent liabilities:Short-term debt

$
25


$
66Current portion of long-term debt


43



53Trade accounts payable


1,932



1,793Accrued compensation


278



219Other current liabilities


1,009



1,033Total current liabilities


3,287



3,164Long-term debt


2,479



2,803Postretirement benefits other than pensions


480



486Pension benefits


746



778Other long-term liabilities


809



773Total liabilities


7,801



8,004Commitments and contingenciesStockholders equity:Preferred stock






Capital stock


1



1Treasury stock






Paid-in-capital


1,480



1,199Accumulated deficit


(464
)


(378
)Accumulated other comprehensive income


532



309Total TRW stockholders equity


1,549



1,131Noncontrolling interest


146



137Total equity


1,695



1,268Total liabilities and equity

$
9,496


$
9,272    4




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Nine Months EndedOctober 2,


September 26,2009


2008(Unaudited)(Dollars in millions)Operating ActivitiesNet (losses) earnings

$
(73
)

$
179Adjustments to reconcile net (losses) earnings to net cash (used
    in) provided by operating activities:Depreciation and amortization


367



445Net pension and other postretirement benefits income and
    contributions


(172
)


(140
)Net gain on retirement of debt


(34
)


Intangible asset impairment charges


30



Fixed asset impairment charges


8



20Net gains on sales of assets


(3
)


(4
)Other  net


14



(9
)Changes in assets and liabilities, net of effects of businesses
    acquired:Accounts receivable  net


(491
)


(518
)Inventories


29



(45
)Trade accounts payable


53



(94
)Prepaid expense and other assets


118



(29
)Other liabilities


97



199Net cash (used in) provided by operating activities


(57
)


4Investing ActivitiesCapital expenditures, including other intangible assets


(121
)


(338
)Acquisitions of businesses, net of cash acquired






(41
)Investment in affiliates






(5
)Proceeds from sale/leaseback transactions






1Net proceeds from asset sales


3



6Net cash used in investing activities


(118
)


(377
)Financing ActivitiesChange in short-term debt


(41
)


10Net (repayments on) proceeds from revolving credit facility


(203
)


50Proceeds from issuance of long-term debt, net of fees


1,075



4Proceeds from issuance of capital stock, net of fees


269



Redemption of long-term debt


(1,223
)


(61
)Proceeds from exercise of stock options


1



4Other  net


(8
)


Net cash (used in) provided by financing activities


(130
)


7Effect of exchange rate changes on cash


23



(18
)Decrease in cash and cash equivalents


(282
)


(384
)Cash and cash equivalents at beginning of period


756



895Cash and cash equivalents at end of period

$
474


$
511    5




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial Statements
  1.
    Description
    of Business  TRW Automotive Holdings Corp.
  2.
    Basis of
    Presentation  Form 10-K Form 8-K
        Earnings (Losses) Per Share.
      Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(In millions)Weighted average shares outstanding


110.7



101.2



104.4



101.0Effect of dilutive securities


1.2











1.2Diluted shares outstanding


111.9



101.2



104.4



102.2  6




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##### Table of Contents



Warranties.
    Nine Months EndedOctober 2,


September 26,2009


2008(Dollars in millions)Beginning balance

$
108


$
140Current period accruals, net of changes in estimates


39



33Used for purposes intended


(45
)


(42
)Effects of foreign currency translation


6



(2
)Ending balance

$
108


$
129   Equity and Comprehensive Income.
  Three Months EndedOctober 2, 2009


September 26, 2008TRW


Noncontrolling





TRW


NoncontrollingTotal


Shareholders


Interest


Total


Shareholders


Interest(Dollars in millions)Beginning balance of equity

$
1,341


$
1,202


$
139


$
3,721


$
3,572


$
149Comprehensive income:Net earnings (losses)


62



56



6



(52
)


(54
)


2Foreign currency translation


42



39



3



(171
)


(166
)


(5
)Retirement obligations, net of deferred tax


(22
)


(22
)






(56
)


(56
)


Deferred cash flow hedges, net of tax


1



1







(10
)


(10
)


Comprehensive income


83



74



9



(289
)


(286
)


(3
)Dividends paid to noncontrolling interest


(2
)






(2
)


(2
)






(2
)Share-based compensation expense


3



3







5



5



Proceeds from exercise of stock options


1



1















Proceeds from issuance of capital stock


269



269















Ending balance of equity

$
1,695


$
1,549


$
146


$
3,435


$
3,291


$
144  7




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##### Table of Contents



Nine Months EndedOctober 2, 2009


September 26, 2008TRW


Noncontrolling





TRW


NoncontrollingTotal


Shareholders


Interest


Total


Shareholders


Interest(Dollars in millions)Beginning balance of equity

$
1,268


$
1,131


$
137


$
3,326


$
3,192


$
134Comprehensive income:Net earnings (losses)


(73
)


(86
)


13



179



167



12Foreign currency translation


132



128



4



3



3



Retirement obligations, net of deferred tax


(17
)


(17
)






(81
)


(81
)


Deferred cash flow hedges, net of tax


112



112







(11
)


(11
)


Comprehensive income


154



137



17



90



78



12Dividends paid to noncontrolling interest


(8
)






(8
)


(2
)






(2
)Share-based compensation expense


11



11







16



16



Tax benefits on share-based compensation














2



2



Proceeds from exercise of stock options


1



1















Proceeds from issuance of capital stock


269



269















Impact of change in measurement date on benefit plans














3



3



Ending balance of equity

$
1,695


$
1,549


$
146


$
3,435


$
3,291


$
144   Recently Adopted Accounting Pronouncements.
    FAS 107-1 28-1, FAS 115-2 FAS 124-2, Other-Than-Temporary available-for-sale, held-to-maturity, other-than-temporarily-impaired,
 8




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##### Table of Contents



FAS 157-4,
    Recently Issued Accounting Pronouncements. No. 09-13, No. 09-13 No. 09-13 No. 09-13 No. 09-13 No. 09-13,
  No. 09-12, No. 09-12 No. 09-12 No. 09-12 No. 09-12 No. 09-12,
  No. 09-5, No. 09-5 No. 09-5 No. 09-5,
   9




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##### Table of Contents



Subsequent Events.
  3.
    Inventories    As ofOctober 2,


December 31,2009


2008(Dollars in millions)Finished products and work in process

$
357


$
348Raw materials and supplies


341



346Total inventories

$
698


$
694   4.
    Goodwill
    and Intangible Assets  Goodwill
      OccupantChassis


Safety


AutomotiveSystems


Systems


Components


ElectronicsSegment


Segment


Segment


Segment


Total(Dollars in millions)Balance as of December 31, 2008

$
831


$
934


$



$



$
1,765Allocation of goodwill due to change in segment reporting


(31
)


(392
)






423



Effects of foreign currency translation


1



4











5Balance as of October 2, 2009

$
801


$
546


$



$
423


$
1,770  10




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##### Table of Contents



Intangible
    assets
    As of


As ofOctober 2, 2009


December 31, 2008Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


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

$
67


$
(22
)

$
45


$
67


$
(14
)

$
53Developed technology and other intangible assets


91



(69
)


22



88



(61
)


27Total


158


$
(91
)


67



155


$
(75
)


80Indefinite-lived intangible assets:Trademarks


263







263



293







293Total

$
421






$
330


$
448






$
373       Years Ended December 31,

(Dollars in millions)Remainder of 2009

$
52010


212011


132012


112013


112014


6     5.
    Other
    (Income) Expense  Net    Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Net provision for bad debts

$
2


$



$
7


$
4Net gains on sales of assets






(1
)


(3
)


(4
)Foreign currency exchange losses


3







13



24Royalty and grant income


(4
)


(5
)


(19
)


(18
)Miscellaneous other income


(1
)


(5
)


(2
)


(5
)Other (income) expense  net

$



$
(11
)

$
(4
)

$
1  11




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##### Table of Contents



6.
    Accounts
    Receivable Securitization  United States Facility.
    Other Receivables Facilities.
      7.
    Income
    Taxes       12




---



##### Table of Contents



8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions  Pension
    Plans
    Three Months EndedOctober 2, 2009


September 26, 2008Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
2


$
4


$
4


$
4


$
8


$
6Interest cost on projected benefit obligations


15



64



11



16



75



10Expected return on plan assets


(20
)


(88
)


(5
)


(20
)


(99
)


(5
)Amortization


(2
)


(7
)


(1
)


(4
)






Curtailments/settlements










(2
)










Net pension (income) cost

$
(5
)

$
(27
)

$
7


$
(4
)

$
(16
)

$
11   Nine Months EndedOctober 2, 2009


September 26, 2008Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
9


$
12


$
12


$
13


$
25


$
16Interest cost on projected benefit obligations


48



181



30



48



232



31Expected return on plan assets


(61
)


(248
)


(14
)


(62
)


(305
)


(15
)Amortization


(6
)


(20
)


(1
)


(11
)






1Curtailments/settlements










(2
)










Net pension (income) cost

$
(10
)

$
(75
)

$
25


$
(12
)

$
(48
)

$
33     Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedOctober 2, 2009


September 26, 2008Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$
1


$



$



$
1Interest cost on projected benefit obligations


6



2



10



2Amortization


(5
)


(1
)


(4
)


(1
)Settlements


(1
)










Net OPEB cost

$
1


$
1


$
6


$
2   13




---



##### Table of Contents



Nine Months EndedOctober 2, 2009


September 26, 2008Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$
1


$



$
1


$
1Interest cost on projected benefit obligations


18



6



24



6Amortization


(16
)


(3
)


(12
)


(3
)Settlements


(6
)






(3
)


Net OPEB (income) cost

$
(3
)

$
3


$
10


$
4     9.
    Fair
    Value Measurements    Level 1.
  Level 2.
  Level 3.
 14




---



##### Table of Contents



Items Measured
    at Fair Value on a Recurring Basis
  FAS 107-1 28-1),
  As of October 2, 2009Carrying


Fair


MeasurementValue


Value


Approach(Dollars in millions)Cash and cash equivalents

$
474


$
474



Level 1Accounts receivable


2,149



2,149



Level 1Accounts payable


1,932



1,932



Level 1Foreign currency forward contracts  current assets


8



8



Level 2Foreign currency forward contracts  noncurrent assets


4



4



Level 2Short-term debt, fixed and floating rate


25



25



Level 1Floating rate long-term debt


1,018



1,018



Level 2Fixed rate long-term debt


1,504



1,343



Level 2Foreign currency forward contracts  current liability


52



52



Level 2Foreign currency forward contracts  noncurrent
    liability


6



6



Level 2Interest rate swap contracts  noncurrent liability


6



6



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
   15




---



##### Table of Contents



10.
    Financial
    Instruments        Cash Flow Hedges.
  Fair Value Hedges.
 16




---



##### Table of Contents



Derivative Instruments.
  Assets


LiabilitiesBalance Sheet

Fair


Balance Sheet

FairLocation

Value


Location

Value(Dollars in millions)As of October 2, 2009:Derivatives designated as hedging instrumentsInterest rate contracts

Other assets

$



Other long-term liabilities

$
6Foreign exchange contracts

Other current assets


7


Other current assets


Other current liabilities


6


Other current liabilities


36Other assets


4


Other assets


Other long-term liabilities


1


Other long-term liabilities


8Commodity contracts

Other current assets





Other current liabilities


1Total derivatives designated as hedging instruments




18





51Derivatives not designated as hedging instrumentsForeign exchange contracts

Other current assets


3


Other current assets


2Other current liabilities


4


Other current liabilities


26Other long-term liabilities


1


Other long-term liabilities


Commodity contracts

Other current liabilities





Other current liabilities


5Other long-term liabilities





Other long-term liabilities


9Total derivatives not designated as hedging instruments




8





42Total derivatives



$
26




$
93      17




---



##### Table of Contents



Cash Flow
    Hedges:
  Gain (Loss) Recognized in IncomeGain (Loss)


Gain (Loss) Reclass


(Ineffective Portion and AmountRecognized in OCI


from Accumulated OCI into Income (Effective Portion)


Excluded from Effectiveness Testing)(Effective Portion)




Amount




AmountThree


Nine




Three


Nine




Three


NineMonths


Months




Months


Months




Months


MonthsDerivatives

Ended


Ended


Location

Ended


Ended


Location

Ended(1)


Ended(2)(Dollars in millions)Interest rate
    contracts

$
(3
)

$
(6
)

Interest expense

$
(3
)

$
(6
)

Other income (expense)

$



$
Foreign currency
    exchange contracts


4



42


Sales


(24
)


(95
)

Other income (expense)






(1
)Cost of sales


(2
)


(10
)Other income (expense)


1



5Commodity contracts






(1
)

Cost of sales






(1
)

Other income (expense)






Total

$
1


$
35


Total

$
(28
)

$
(107
)

Total.

$



$
(1
)     (1)
    
    There was no gain or (loss) recognized in income related to the
    ineffective portion of the hedging relationships and a de
    minimis amount excluded from the assessment of hedge
    effectiveness for the three months ended October 2, 2009.(2)
    
    The amount of gain or (loss) recognized in income represents a
    $1 million loss related to the ineffective portion of the
    hedging relationships and a de minimis amount excluded from the
    assessment of hedge effectiveness for the nine months ended
    October 2, 2009.  Undesignated
    Derivates:
  Gain (Loss) Recognized in Incomeon DerivativesAmountThree


NineMonths


MonthsDerivatives

Location

Ended


Ended(Dollars in millions)Other incomeForeign currency exchange contracts

(expense)

$
(3
)

$
(4
)Other incomeCommodity contracts

(expense)


(1
)


(13
)Total

$
(4
)

$
(17
)   Credit-Risk-Related
    Contingent Features
   18




---



##### Table of Contents



11.
    Debt    As ofOctober 2,


December 31,2009


2008(Dollars in millions)Short-term debt

$
25


$
66Long-term debt:Senior notes, due 2014 and 2017

$
1,429


$
1,471Term loan facilities


1,003



1,093Revolving credit facility






200Capitalized leases


42



47Other borrowings


48



45Total long-term debt


2,522



2,856Less current portion


43



53Long-term debt, net of current portion

$
2,479


$
2,803   Senior
    Notes
  3 8 1 4
  1 4 3 8
  Senior
    Secured Credit Facilities
  6-year A-1 A-1), 5-year A-1
  A-1
   19




---



##### Table of Contents



1 2 1-month A-1, A-1
  A-1
      Debt
    Covenants
  New Senior Notes.
 20




---



##### Table of Contents



Senior Secured Credit Facilities.
    Other
    Borrowings
    12.
    Restructuring
    Charges and Asset Impairments    Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
22


$
30


$
66


$
44Asset impairments related to restructuring activities














1Total restructuring charges


22



30



66



45Other fixed asset impairments


2



2



8



19Intangible asset impairments










30



Total restructuring charges and asset impairments

$
24


$
32


$
104


$
64     Chassis
    Systems
  Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
10


$
4


$
28


$
15Total restructuring charges


10



4



28



15Other fixed asset impairments


2







5



17Total restructuring charges and asset impairments

$
12


$
4


$
33


$
32  21




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##### Table of Contents



Occupant
    Safety Systems
  Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
6


$
22


$
17


$
24Asset impairments related to restructuring activities














1Total restructuring charges


6



22



17



25Other asset impairments






2







2Total restructuring charges and asset impairments

$
6


$
24


$
17


$
27        22




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##### Table of Contents



Automotive
    Components
  Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
6


$
3


$
16


$
4Total restructuring charges


6



3



16



4Other fixed asset impairments










3



Total restructuring charges and asset impairments

$
6


$
3


$
19


$
4         Electronics
  Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$



$
1


$
4


$
1Total restructuring charges and asset impairments

$



$
1


$
4


$
1       Corporate
         23




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##### Table of Contents



Restructuring
    Reserves
    Nine Months EndedOctober 2,


September 26,2009


2008(Dollars in millions)Beginning balance

$
32


$
34Current period accruals, net of changes in estimates


27



44Purchase price allocation






1Used for purposes intended


(44
)


(30
)Effects of foreign currency translation


4



(2
)Ending balance

$
19


$
47     No. 95-3,
  13.
    Capital
    Stock    A-1
    14.
    Share-Based
    Compensation  10-year 8-year
  8-year
 24




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##### Table of Contents



8-year
      Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Stock options

$
1


$
2


$
4


$
7Restricted stock units


2



3



7



9Total share-based compensation expense

$
3


$
5


$
11


$
16   15.
    Related
    Party Transactions  Blackstone.
  Core Trust Purchasing Group.
 25




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##### Table of Contents



16.
    Segment
    Information      Three Months Ended


Nine Months EndedOctober 2,


September 26,


October 2,


September 26,2009


2008


2009


2008(Dollars in millions)Sales to external customers:Chassis Systems

$
1,840


$
2,085


$
4,849


$
6,844Occupant Safety Systems


761



879



2,045



3,114Automotive Components


350



434



927



1,517Electronics


157



194



409



707Total sales to external customers

$
3,108


$
3,592


$
8,230


$
12,182Intersegment sales:Chassis Systems

$
11


$
8


$
26


$
34Occupant Safety Systems


9



9



22



38Automotive Components


7



14



20



43Electronics


75



77



199



257Total intersegment sales

$
102


$
108


$
267


$
372Total segment sales:Chassis Systems

$
1,851


$
2,093


$
4,875


$
6,878Occupant Safety Systems


770



888



2,067



3,152Automotive Components


357



448



947



1,560Electronics


232



271



608



964Total segment sales

$
3,210


$
3,700


$
8,497


$
12,554Earnings (losses) before taxes, including noncontrolling
    interest:Chassis Systems

$
101


$
19


$
97


$
180Occupant Safety Systems


49



1



48



164Automotive Components


(4
)


(6
)


(62
)


53Electronics


15



20



19



106Segment earnings before taxes


161



34



102



503Corporate expense and other


(21
)


(22
)


(46
)


(74
)Finance costs


(55
)


(43
)


(139
)


(136
)(Loss) gain on retirement of debt  net


(1
)






34



Net earnings attributable to noncontrolling interest, net of tax


6



2



13



12Earnings (losses) before income taxes

$
90


$
(29
)

$
(36
)

$
305    26




---



##### Table of Contents



17.
    Contingencies      and/or
       27




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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 8-K Form 10-Q
  EXECUTIVE
    OVERVIEW
  Our
    Business
      Financial
    Results
    
    Our net sales were $3.1 billion, which represents a
    decrease of 13.5% from the prior year period. The decrease in
    sales was driven primarily by significantly lower vehicle
    production volumes in Europe and North America and, to a lesser
    extent, the negative effects of foreign currency movements.
    Operating income was $141 million compared to operating
    income of $12 million from the prior year period. The
    increase in operating results of $129 million resulted
    primarily from the benefits achieved from our restructuring and
    cost containment actions, lower commodity inflation and, to a
    lesser extent, a favorable non-recurring customer settlement in
    the current period.
    Net earnings attributable to TRW were $56 million as
    compared to net losses of $54 million from the prior year
    period. This improvement of $110 million was primarily the
    result of the significant improvement in operating results,
    partially offset by increased interest expense.    
    Our net sales were $8.2 billion, which represents a
    decrease of 32.4% from the prior year period. The decrease in
    sales was driven primarily by significantly lower vehicle
    production volumes worldwide and, to a lesser extent, the
    negative effects of foreign currency movements.
    Operating income was $60 million compared to operating
    income of $424 million from the prior year period. The
    decline in operating results of $364 million resulted
    primarily from the profit impact of lower sales due to lower
    production volumes, partially offset by the benefits achieved
    from our restructuring and cost containment actions. Also
    contributing to the decrease in operating results were
    significantly higher restructuring and asset impairment charges
    totaling $104 million in the 2009 period (which included an
    intangible asset impairment of $30 million), compared to
    restructuring and fixed asset impairment charges totaling
    $64 million in the prior year period.
    Net losses attributable to TRW were $86 million as compared
    to net earnings of $167 million from the prior year period.
    This decrease of $253 million was primarily the result of
    the significant decrease in operating results of
    $364 million, as described above, offset by a net gain on
    retirement of debt of $34 million recognized during 2009
    and a decrease in income tax expense of $89 million. 28




---



##### Table of Contents



Recent
    Trends and Conditions
    General
    Industry Conditions:
    Production
    Levels and Product Mix:
         29




---



##### Table of Contents



and/or
  OEM and
    Supplier Restructuring Actions:
    Inflation
    and Pricing Pressure:
      Foreign
    Currencies:
   30




---



##### Table of Contents



Strategic
    Initiatives in Response to Industry Trends
            Our
    Debt and Capital Structure
  6-year A-1 A-1)
  A-1,
  1 4 3 8
 31




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##### Table of Contents



Electronics
    Segment
  2
  RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Operations
    For the Three Months Ended October 2, 2009 and
    September 26, 2008
    (Unaudited)
  Three Months Ended


VarianceOctober 2,


September 26,


Increase2009


2008


(Decrease)(Dollars in millions)Sales

$
3,108


$
3,592


$
(484
)Cost of sales


2,807



3,411



(604
)Gross profit


301



181



120Administrative and selling expenses


131



139



(8
)Amortization of intangible assets


5



9



(4
)Restructuring charges and fixed asset impairments


24



32



(8
)Other income  net






(11
)


11Operating income


141



12



129Interest expense  net


54



43



11Loss on retirement of debt  net


1







1Accounts receivable securitization costs


1







1Equity in earnings of affiliates, net of tax


(5
)


(2
)


(3
)Earnings (losses) before income taxes


90



(29
)


119Income tax expense


28



23



5Net earnings (losses)


62



(52
)


114Less: Net earnings attributable to noncontrolling interest, net
    of tax


6



2



4Net earnings (losses) attributable to TRW

$
56


$
(54
)

$
110  32




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##### Table of Contents



Three
    Months Ended October 2, 2009 Compared to Three Months Ended
    September 26, 2008
  Sales
  Gross profit
  Administrative and selling expenses
  Restructuring charges and fixed asset impairments
  Other income  net
  Interest expense  net
  Loss on retirement of debt  net A-1
  Income tax expense
 33




---



##### Table of Contents



Consolidated
    Statements of Operations
    For the Nine Months Ended October 2, 2009 and
    September 26, 2008
    (Unaudited)
  Nine Months Ended


VarianceOctober 2,


September 26,


Increase2009


2008


(Decrease)(Dollars in millions)Sales

$
8,230


$
12,182


$
(3,952
)Cost of sales


7,699



11,259



(3,560
)Gross profit


531



923



(392
)Administrative and selling expenses


355



407



(52
)Amortization of intangible assets


16



27



(11
)Restructuring charges and fixed asset impairments


74



64



10Intangible asset impairments


30







30Other (income) expense  net


(4
)


1



(5
)Operating income


60



424



(364
)Interest expense  net


136



134



2Gain on retirement of debt  net


(34
)






(34
)Accounts receivable securitization costs


3



2



1Equity in earnings of affiliates, net of tax


(9
)


(17
)


8(Losses) earnings before income taxes


(36
)


305



(341
)Income tax expense


37



126



(89
)Net (losses) earnings


(73
)


179



(252
)Less: Net earnings attributable to noncontrolling interest, net
    of tax


13



12



1Net (losses) earnings attributable to TRW

$
(86
)

$
167


$
(253
)   Nine
    Months Ended October 2, 2009 Compared to Nine Months Ended
    September 26, 2008
  Sales
  Gross profit
 34




---



##### Table of Contents



Administrative and selling expenses
  Restructuring charges and fixed asset impairments
  Intangible asset impairments
  Other (income) expense  net
  Interest expense  net
  Gain on retirement of debt  net A-1
  Income tax expense
 35




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##### Table of Contents



Segment
    Results of Operations
  Total
    Sales, Including Intersegment Sales
  Three Months Ended


Nine Months EndedOctober 2,


September 26,





October 2,


September 26,2009


2008


Variance


2009


2008


Variance(Dollars in millions)Chassis Systems

$
1,851


$
2,093


$
(242
)

$
4,875


$
6,878


$
(2,003
)Occupant Safety Systems


770



888



(118
)


2,067



3,152



(1,085
)Automotive Components


357



448



(91
)


947



1,560



(613
)Electronics


232



271



(39
)


608



964



(356
)Intersegment eliminations


(102
)


(108
)


6



(267
)


(372
)


105Total sales

$
3,108


$
3,592


$
(484
)

$
8,230


$
12,182


$
(3,952
)   Earnings
    (Losses) Before Taxes
  Three Months Ended


Nine Months EndedOctober 2,


September 26,





October 2,


September 26,2009


2008


Variance


2009


2008


Variance(Dollars in millions)Chassis Systems

$
101


$
19


$
82


$
97


$
180


$
(83
)Occupant Safety Systems


49



1



48



48



164



(116
)Automotive Components


(4
)


(6
)


2



(62
)


53



(115
)Electronics


15



20



(5
)


19



106



(87
)Total earnings (losses) before taxes, including noncontrolling
    interest

$
161


$
34


$
127


$
102


$
503


$
(401
)Corporate expense and other


(21
)


(22
)


1



(46
)


(74
)


28Financing costs


(55
)


(43
)


(12
)


(139
)


(136
)


(3
)(Loss) Gain on retirement of
    debt-net


(1
)






(1
)


34







34Net earnings attributable to noncontrolling interest, net of tax


6



2



4



13



12



1Total earnings (losses) before taxes

$
90


$
(29
)

$
119


$
(36
)

$
305


$
(341
)   Restructuring
    Charges and Fixed Asset Impairments Included in Earnings
    (Losses) Before Taxes
  Three Months Ended


Nine Months EndedOctober 2,


September 26,





October 2,


September 26,2009


2008


Variance


2009


2008


Variance(Dollars in millions)Chassis Systems

$
12


$
4


$
8


$
33


$
32


$
1Occupant Safety Systems


6



24



(18
)


17



27



(10
)Automotive Components


6



3



3



19



4



15Electronics






1



(1
)


4



1



3Corporate














1







1Total restructuring charges and fixed asset impairments

$
24


$
32


$
(8
)

$
74


$
64


$
10  36




---



##### Table of Contents



Chassis
    Systems
  For the
    three months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  Earnings before taxes
    For the
    nine months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  Earnings before taxes
    Occupant
    Safety Systems
  For the
    three months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
 37




---



##### Table of Contents



Earnings before taxes
    For the
    nine months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  Earnings before taxes
    Automotive
    Components
  For the
    three months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  Losses before taxes
 38




---



##### Table of Contents



For the
    nine months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  (Losses) earnings before taxes
    Electronics
  For the
    three months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  Earnings before taxes
    For the
    nine months ended October 2, 2009 and September 26,
    2008:
  Sales, including intersegment sales
  Earnings before taxes
 39




---



##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Flows
  Operating Activities.
  
    The deterioration of our results of operations due to
    significantly reduced production levels in North America and
    Europe during the first six months of 2009, as compared to the
    first six months of 2008, which was partially offset by an
    improvement in our results during the third quarter of 2009
    compared to the prior year period. The third quarter 2009
    results were benefited by our restructuring and cost containment
    actions, as well as increased production.
    Restructuring and severance for the first nine months of 2009
    resulted in a cash outflow of $54 million compared to a
    cash outflow of $30 million in the first nine months of
    2008, an increase of $24 million.
    Offsetting these factors was a decrease in working capital
    requirements of $248 million, from a cash outflow of
    $657 million in the first nine months of 2008 compared to a
    cash outflow of $409 million for the first nine months of
    2009. The decrease in the working capital requirement was driven
    by lower production volumes during the first nine months of 2009
    compared to the first nine months of 2008 as well as improved
    management of inventory levels compared to the prior year period.  Investing Activities.
   40




---



##### Table of Contents



Financing Activities.
    
    Net cash repayments of $21 million on our Revolving Credit
    Facility during the first nine months of 2009, compared to net
    cash proceeds of $50 million during the first nine months
    of 2008, and
    Net cash payments of $41 million on short-term debt during
    the first nine months of 2009, compared to net cash proceeds of
    $10 million during the first nine months of 2008.  Other
    Sources of Liquidity
  Liquidity Facilities.
         41




---



##### Table of Contents



Senior Secured Credit Facilities.
      Other
    Capital Resources
  Equity Transaction. A-1
  Senior Note Debt Repurchases.
  Contractual
    Obligations and Commitments
    Other Commitments. and/or
 42




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
      CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
    RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    CRITICAL
    ACCOUNTING ESTIMATES
  Pensions.
    OTHER
    MATTERS
  Exchange Program. Schedule TO-C
  Transfer Agent; Rights Agent.
  Credit Ratings. Form 10-K Form 8-K
 43




---



##### Table of Contents



OUTLOOK
        FORWARD-LOOKING
    STATEMENTS
    Form 10-K Form 10-Q
 44




---



##### 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.
  Commodity Price Risk.
  Sensitivity Analysis.
 45




---



##### 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 $

$
(70
)

$
70



Fair value- Short US $

$
55


$
(55
)


Fair valueDebt **- Foreign currency denominated

$
(47
)

$
47



Fair valueInterest Rate Sensitivity:Debt- Fixed rate

$
54


$
(57
)


Fair value- Variable rate

$
(6
)

$
6



Cash flowSwaps- Pay fixed/receive variable

$



$




Cash flowCommodity Price Sensitivity:- Forward contracts

$
4


$
(4
)


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 Form 10-Q
 46




---



##### Table of Contents



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)4
.1*

Letter Agreement, dated September 11, 2009, between
    Computershare Trust Company, N.A. (Computershare)
    and the Company establishing Computershare as the successor
    Rights Agent under the Companys Rights Agreement dated
    January 23, 2004.10
.1

Seventh Amendment to Employment Agreement, dated as of October
    1, 2009, among TRW Automotive Inc., TRW Limited and Peter J.
    Lake (Incorporated by reference to Exhibit 10.1 to the Current
    Report on Form 8-K of the Company (File No. 001-31970) filed
    September 30, 2009)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 47




---



##### Table of Contents



Signatures    TRW Automotive Holdings Corp.
    (Registrant)Date: November 4, 2009

By:

/s/  JOSEPH
    S. CANTIEJoseph S. CantieExecutive Vice President and Chief Financial
    Officer (On behalf of the Registrant and as
    Principal Financial Officer)  48