##### 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 29, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .    Commission File
    No. 001-31970
  
  TRW Automotive Holdings
    Corp.
 (Exact name of registrant as
    specified in its charter)
   Delaware

81-0597059(State or other jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)    12001 Tech Center Drive
 Livonia, Michigan 48150
 (Address, Including Zip Code, of
    Registrants Principal Executive Offices)
   (734) 855-2600
 (Registrants Telephone
    Number, Including Area Code)
   þ o
   Rule 12b-2
 þ o o
   Rule 12b-2 o þ




---



##### 



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


23Item
    3.


Quantitative and
    Qualitative Disclosures About Market Risk


42Item
    4.


Controls and
    Procedures


43PART II 
    OTHER INFORMATIONItem
    1.


Legal
    Proceedings


44Item
    1A.


Risk
    Factors


44Item
    2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


44Item
    4.


Submission of
    Matters to a Vote of Security Holders


44Item
    6.


Exhibits


45Signatures


46Fifth Amended and Restated Credit Agreement dated as of May 9, 2007Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906   i




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Condensed
    Consolidated Financial Statements  TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Earnings
  Three Months EndedJune 29,


June 30,2007


2006(Unaudited)(In millions, except per share amounts)Sales

$
3,754


$
3,461Cost of sales


3,414



3,103Gross profit


340



358Administrative and selling expenses


143



140Amortization of intangible assets


9



9Restructuring charges and asset
    impairments


11



11Other income  net


(28
)


(3
)Operating income


205



201Interest expense  net


56



60Loss on retirement of debt


8



Accounts receivable securitization
    costs


1



1Equity in earnings of affiliates,
    net of tax


(9
)


(9
)Minority interest, net of tax


7



5Earnings before income taxes


142



144Income tax expense


45



53Net earnings

$
97


$
91Basic earnings per share:Earnings per share

$
0.97


$
0.91Weighted average shares


99.5



100.3Diluted earnings per share:Earnings per share

$
0.94


$
0.88Weighted average shares


103.4



103.7    1




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Earnings
  Six Months EndedJune 29,


June 30,2007


2006(Unaudited)(In millions, except per share amounts)Sales

$
7,321


$
6,857Cost of sales


6,661



6,138Gross profit


660



719Administrative and selling expenses


275



269Amortization of intangible assets


18



18Restructuring charges and asset
    impairments


19



19Other income  net


(32
)


(15
)Operating income


380



428Interest expense  net


119



120Loss on retirement of debt


155



57Accounts receivable securitization
    costs


2



2Equity in earnings of affiliates,
    net of tax


(15
)


(13
)Minority interest, net of tax


10



8Earnings before income taxes


109



254Income tax expense


98



116Net earnings

$
11


$
138Basic earnings per share:Earnings per share

$
0.11


$
1.38Weighted average shares


99.0



99.9Diluted earnings per share:Earnings per share

$
0.11


$
1.34Weighted average shares


102.5



103.3    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Balance Sheets
  As ofJune 29,


December 31,2007


2006(Unaudited)(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

$
275


$
578Marketable securities


9



11Accounts receivable  net


2,194



2,049Receivable from affiliate


359



Inventories


847



768Prepaid expenses and other current
    assets


303



270Total current assets


3,987



3,676Property, plant and
    equipment  net of accumulated depreciation of
    $1,899 million and $1,644 million, respectively


2,746



2,714Goodwill


2,282



2,275Intangible assets  net


725



738Pension asset


1,028



979Other assets


773



751Total assets

$
11,541


$
11,133LIABILITIES, MINORITY INTERESTS
    AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt

$
140


$
69Current portion of long-term debt


31



101Trade accounts payable


2,218



1,977Accrued compensation


295



271Other current liabilities


1,166



1,257Total current liabilities


3,850



3,675Long-term debt


2,871



2,862Post-retirement benefits other
    than pensions


635



645Pension benefits


700



722Other long-term liabilities


865



723Total liabilities


8,921



8,627Minority interests


120



109Commitments and contingenciesStockholders equity:Capital stock


1



1Treasury stock






Paid-in-capital


1,164



1,125Retained earnings


319



308Accumulated other comprehensive
    earnings


1,016



963Total stockholders equity


2,500



2,397Total liabilities, minority
    interests and stockholders equity

$
11,541


$
11,133    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Six Months EndedJune 29,


June 30,2007


2006(Unaudited)(Dollars in millions)Operating
    ActivitiesNet earnings

$
11


$
138Adjustments to reconcile net
    earnings to net cash provided by operating activities:Depreciation and amortization


268



253Pension and other post-retirement
    benefits, net of contributions


(94
)


(77
)Net gains on sale of assets


(12
)


(2
)Loss on retirement of debt


155



57Other  net


21



2Changes in assets and liabilities,
    net of effects of businesses acquired:Accounts receivable 
    net, and receivable from affiliate


(450
)


(288
)Inventories


(54
)


3Trade accounts payable


201



74Other assets


(38
)


3Other liabilities


61



88Net cash provided by operating
    activities


69



251Investing
    ActivitiesCapital expenditures


(228
)


(202
)Acquisitions, net of cash acquired


(12
)


Termination of interest rate swaps


(12
)


Proceeds from sales/leaseback
    transactions


6



Net proceeds from asset sales and
    divestitures


17



10Other  net






(1
)Net cash used in investing
    activities


(229
)


(193
)Financing
    ActivitiesChange in short-term debt


50



(19
)Net proceeds from revolving credit
    facility


200



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


2,582



22Redemption of long-term debt


(2,993
)


(273
)Proceeds from exercise of stock
    options


28



17Net cash used in financing
    activities


(133
)


(253
)Effect of exchange rate changes on
    cash


(10
)


39Decrease in cash and cash
    equivalents


(303
)


(156
)Cash and cash equivalents at
    beginning of period


578



659Cash and cash equivalents at end
    of period

$
275


$
503    4




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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 per Share.
  Three Months Ended


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(In millions)Weighted average shares outstanding


99.5



100.3



99.0



99.9Effect of dilutive securities


3.9



3.4



3.5



3.4Diluted shares outstanding


103.4



103.7



102.5



103.3   Warranties.
 5




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##### Table of Contents



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





Effects ofnet of


Used for


ForeignBeginning


Changes in


Purposes


Currency


EndingBalance


Estimates


Intended


Translation


Balance(Dollars in millions)Three months ended June 29,
    2007

$
135



13



(12
)


1


$
137Six months ended June 29, 2007

$
133



28



(27
)


3


$
137Three months ended June 30,
    2006

$
111



21



(9
)


3


$
126Six months ended June 30, 2006

$
101



34



(15
)


6


$
126   Comprehensive Earnings.
  Three Months Ended


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Net earnings

$
97


$
91


$
11


$
138Foreign currency translation
    earnings, net


36



34



50



67Realized net gains (losses) on
    cash flow hedges


10



1



6



(8
)Adjustments to pension and
    post-retirement benefits other than pension liabilities


1







(3
)


Comprehensive earnings

$
144


$
126


$
64


$
197   Recent Accounting Pronouncements.
     6




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      3.
    Restructuring
    Charges and Asset Impairments    Three Months Ended


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
7


$
7


$
12


$
14Asset impairments related to
    restructuring activities


1







4



1Total restructuring charges


8



7



16



15Other asset impairments


3



4



3



4Total restructuring charges and
    asset impairments

$
11


$
11


$
19


$
19     Chassis
    Systems
  Three Months Ended


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
5


$
4


$
8


$
10Total restructuring charges


5



4



8



10Other asset impairments


3



3



3



3Total restructuring charges and
    asset impairments

$
8


$
7


$
11


$
13    7




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##### Table of Contents



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


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
(2
)

$
2


$
(1
)

$
3Asset impairments related to
    restructuring activities










3



1Total restructuring charges


(2
)


2



2



4Other asset impairments






1







1Total restructuring charges and
    asset impairments

$
(2
)

$
3


$
2


$
5            8




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##### Table of Contents



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


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Severance and other charges

$
4


$
1


$
5


$
1Asset impairments related to
    restructuring activities


1







1



Total restructuring charges and
    asset impairments

$
5


$
1


$
6


$
1         Restructuring
    Reserves
    CurrentPeriod Accruals,


Purchase


Used for


Effects of ForeignBeginning


Net of Changes


Price


Purposes


Currency


EndingBalance


in Estimates


Allocation


Intended


Translation


Balance(Dollars in millions)Three months ended June 29,
    2007

$
53



7







(17
)


1


$
44Six months
    ended  June 29, 2007

$
66



12



1



(36
)


1


$
44Three months ended June 30,
    2006

$
60



7







(9
)


2


$
60Six months
    ended June 30, 2006

$
69



14



(5
)


(21
)


3


$
60     No. 95-3,
 9




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  4.
    Inventories    As ofJune 29,


December 31,2007


2006(Dollars in millions)Finished products and work in
    process

$
433


$
395Raw materials and supplies


414



373Total inventories

$
847


$
768   5.
    Goodwill
    and Intangible Assets  Goodwill
    OccupantChassis


Safety


AutomotiveSystems


Systems


ComponentsSegment


Segment


Segment


Total(Dollars in millions)Balance as of December 31,
    2006

$
866


$
949


$
460


$
2,275Acquisitions and purchase price
    adjustments


5











5Effects of foreign currency
    translation






2







2Balance as of June 29,
    2007

$
871


$
951


$
460


$
2,282     Intangible
    assets
    As of June 29, 2007


As of December 31, 2006Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


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

$
497


$
(102
)

$
395


$
492


$
(89
)

$
403Developed technology


81



(44
)


37



81



(39
)


42Non-compete agreements


1







1



1







1Total


579


$
(146
)


433



574


$
(128
)


446Indefinite-lived intangible
    assets:Trademarks


292







292



292







292Total

$
871






$
725


$
866






$
738  10




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Weighted AverageAmortization PeriodCustomer relationships


20 yearsDeveloped technology


8 yearsNon-compete agreements


5 years     AmortizationYears Ending December 31,

Expense(Dollars in millions)2007

$
362008


352009


352010


352011


27   6.
    Other
    Income  Net    Three Months Ended

Six Months EndedJune 29,

June 30,

June 29,

June 30,2007

2006

2007

2006(Dollars in millions)Net provision for bad debts

$
(3
)

$



$
(3
)

$
3Net gains on sales of assets


(12
)






(12
)


(2
)Foreign currency exchange (gains)
    losses


(3
)


1



(1
)


(2
)Royalty and grant income


(7
)


(6
)


(13
)


(12
)Miscellaneous other (income)
    expense


(3
)


2



(3
)


(2
)Other income  net

$
(28
)

$
(3
)

$
(32
)

$
(15
)     7.
    Accounts
    Receivable Securitization  United States Facility.
 11




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
               12




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Other Receivables Facilities.
  8.
    Income
    Taxes       13




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
           14




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  9.
    Pension
    Plans and Post-Retirement Benefits Other Than Pensions  Pensions
    Plans
    Three Months EndedJune 29, 2007


June 30, 2006Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
5


$
11


$
6


$
6


$
10


$
6Interest cost on projected benefit
    obligations


16



71



9



16



63



9Expected return on plan assets


(18
)


(96
)


(4
)


(16
)


(82
)


(4
)Amortization


(3
)






1











1Net pension cost (income)

$



$
(14
)

$
12


$
6


$
(9
)

$
12   Six Months EndedJune 29, 2007


June 30, 2006Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
10


$
22


$
12


$
12


$
20


$
12Interest cost on projected benefit
    obligations


32



142



18



32



123



17Expected return on plan assets


(36
)


(191
)


(8
)


(32
)


(161
)


(7
)Amortization


(6
)






2











2Curtailments/settlements










(1
)










Net pension cost (income)

$



$
(27
)

$
23


$
12


$
(18
)

$
24   Post-Retirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedJune 29, 2007


June 30, 2006Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$



$
1


$
Interest cost on projected benefit
    obligations


8



2



9



2Amortization


(4
)


(1
)


(4
)


Settlements










(3
)


Net OPEB cost

$
4


$
1


$
3


$
2   15




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Six Months EndedJune 29, 2007


June 30, 2006Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$
1


$



$
2


$
1Interest cost on projected benefit
    obligations


16



4



17



5Amortization


(11
)


(2
)


(7
)


(1
)Settlements


(5
)






(4
)


Net OPEB cost

$
1


$
2


$
8


$
5       10.
    Debt    As ofJune 29,


December 31,2007


2006(Dollars in millions)Short-term debt

$
140


$
69Long-term debt:Senior notes, due 2014 and 2017

$
1,469


$
Senior and senior subordinated
    notes, due 2013


17



1,284Term loan facilities


1,100



1,582Revolving credit facility


200



Capitalized leases


45



42Other borrowings


71



55Total long-term debt


2,902



2,963Less current portion


31



101Long-term debt, net of current
    portion

$
2,871


$
2,862   Senior
    Notes and Senior Subordinated Notes
  3 8 1 8 3 4
  3 8
 16




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  1 4
  3 8
    3 8 1 8 3 4
  Credit
    Facilities
  Senior Secured Credit Facilities. 5-year 6-year A-1 A-1) A-1, A-1
  1 2 A-1
 17




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  A-1
  A-1
    Debt
    Covenants
  New Senior Notes.
  Senior Secured Credit Facilities.
    The Old Notes.
 18




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Other
    Borrowings
    7 8
      11.
    Capital
    Stock  Form S-3
    12.
    Share-Based
    Compensation     19




---



##### Table of Contents



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


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Stock options

$
3


$
2


$
6


$
5Restricted stock units


3



2



5



3Total share-based compensation
    expense

$
6


$
4


$
11


$
8   13.
    Related
    Party Transactions         20




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    14.
    Operating
    Segments    Three Months Ended


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Sales to external customers:Chassis Systems

$
2,042


$
1,888


$
3,938


$
3,703Occupant Safety Systems


1,201



1,123



2,383



2,267Automotive Components


511



450



1,000



887Total sales

$
3,754


$
3,461


$
7,321


$
6,857Earnings before taxes:Chassis Systems

$
87


$
85


$
157


$
179Occupant Safety Systems


132



113



255



246Automotive Components


30



35



54



70Segment earnings before taxes


249



233



466



495Corporate expense and other


(42
)


(28
)


(81
)


(62
)Finance costs


(57
)


(61
)


(121
)


(122
)Loss on retirement of debt


(8
)






(155
)


(57
)Earnings before income taxes

$
142


$
144


$
109


$
254Intersegment sales:Chassis Systems

$
6


$
7


$
14


$
14Occupant Safety Systems


32



27



62



54Automotive Components


10



10



20



22$
48


$
44


$
96


$
90   15.
    Contingencies   21




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      and/or
  2002-2006
       22




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K
  EXECUTIVE
    OVERVIEW
  Our Business.
    7 8
  The Unfavorable Automotive Climate.
  
    a decline in market share and significant enacted or announced
    production cuts among some of our largest customers primarily in
    North America, including Ford Motor Company, General Motors
    Corporation and the Chrysler Group of DaimlerChrysler AG ( the
    Big Three);
    the deteriorating financial condition of certain of our
    customers and the resulting uncertainty as they undergo (or
    contemplate undergoing) restructuring initiatives, including in
    certain cases, significant capacity reductions
    and/or
    reorganization under bankruptcy laws; 23




---



##### Table of Contents




    the continued rise in inflationary pressures impacting certain
    commodities such as petroleum-based products, resins, yarns,
    ferrous metals, aluminum, base metals, and other chemicals;
    a consumer shift in the North American market away from sport
    utility vehicles and light trucks to more fuel efficient
    passenger cars;
    the growing concerns over the economic viability of our
    Tier 2 and Tier 3 supply base as they face
    inflationary pressures and financial instability in certain of
    their customers;
    continuing pricing pressure from OEMs; and
    weakness of the U.S. dollar compared to other currencies,
    mainly the Euro.             24




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##### Table of Contents



Company Efforts in Response to the Automotive
    Climate.
      Our Debt and Capital Structure.
  5-year 6-year A-1 A-1) A-1,
  3 8 1 8 3 4
 25




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##### Table of Contents



3 8 1 4
          Effective Tax Rate.
   26




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##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Earnings
    For the Three Months Ended June 29, 2007 and June 30,
    2006
    (Unaudited)
  Three Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
3,754


$
3,461


$
293Cost of sales


3,414



3,103



311Gross profit


340



358



(18
)Administrative and selling expenses


143



140



3Amortization of intangible assets


9



9



Restructuring charges and asset
    impairments


11



11



Other income  net


(28
)


(3
)


25Operating income


205



201



4Interest expense  net


56



60



(4
)Loss on retirement of debt


8







8Accounts receivable securitization
    costs


1



1



Equity in earnings of affiliates,
    net of tax


(9
)


(9
)


Minority interest, net of tax


7



5



2Earnings before income taxes


142



144



(2
)Income tax expense


45



53



(8
)Net earnings

$
97


$
91


$
6   Three
    Months Ended June 29, 2007 Compared to Three Months Ended
    June 30, 2006
  Sales
  Gross profit
 27




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##### Table of Contents



Administrative and selling expenses
  Amortization of intangible assets
  Restructuring charges and asset impairments
  Other income  net
  Interest expense  net
  Loss on retirement of debt
  Accounts receivable securitization costs
  Equity in earnings of affiliates
  Minority interest
  Income tax expense
 28




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##### Table of Contents



Consolidated
    Statements of Earnings
    For the Six Months Ended June 29, 2007 and June 30,
    2006
    (Unaudited)
  Six Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
7,321


$
6,857


$
464Cost of sales


6,661



6,138



523Gross profit


660



719



(59
)Administrative and selling expenses


275



269



6Amortization of intangible assets


18



18



Restructuring charges and asset
    impairments


19



19



Other income  net


(32
)


(15
)


17Operating income


380



428



(48
)Interest expense  net


119



120



(1
)Loss on retirement of debt


155



57



98Accounts receivable securitization
    costs


2



2



Equity in earnings of affiliates,
    net of tax


(15
)


(13
)


2Minority interest, net of tax


10



8



2Earnings before income taxes


109



254



(145
)Income tax expense


98



116



(18
)Net earnings

$
11


$
138


$
(127
)   Six
    Months Ended June 29, 2007 Compared to Six Months Ended
    June 30, 2006
  Sales
  Gross profit
  Administrative and selling expenses
 29




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##### Table of Contents



Amortization of intangible assets
  Restructuring charges and asset impairments
  Other income  net
  Interest expense  net
  Loss on retirement of debt 3 8 7 8
  Accounts receivable securitization costs
  Equity in earnings of affiliates
  Minority interest
  Income tax expense
 30




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##### Table of Contents



Segment
    Results of Operations
    Three Months Ended


Six Months EndedJune 29,


June 30,


June 29,


June 30,2007


2006


2007


2006(Dollars in millions)Sales to external customers:Chassis Systems

$
2,042


$
1,888


$
3,938


$
3,703Occupant Safety Systems


1,201



1,123



2,383



2,267Automotive Components


511



450



1,000



887Total sales

$
3,754


$
3,461


$
7,321


$
6,857Earnings before taxesChassis Systems

$
87


$
85


$
157


$
179Occupant Safety Systems


132



113



255



246Automotive Components


30



35



54



70Segment earnings before taxes


249



233



466



495Corporate expense and other


(42
)


(28
)


(81
)


(62
)Financing costs


(57
)


(61
)


(121
)


(122
)Loss on retirement of debt


(8
)






(155
)


(57
)Earnings before taxes

$
142


$
144


$
109


$
254   Chassis
    Systems
  Three
    Months Ended June 29, 2007 Compared to Three Months Ended
    June 30, 2006
  Three Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
2,042


$
1,888


$
154Earnings before taxes


87



85



2Restructuring charges and asset
    impairments included in earnings before taxes


8



7



1   Sales
  Earnings before taxes
 31




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##### Table of Contents



Six
    Months Ended June 29, 2007 Compared to Six Months Ended
    June 30, 2006
  Six Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
3,938


$
3,703


$
235Earnings before taxes


157



179



(22
)Restructuring charges and asset
    impairments included in earnings before taxes


11



13



(2
)   Sales
  Earnings before taxes
  Occupant
    Safety Systems
  Three
    Months Ended June 29, 2007 Compared to Three Months Ended
    June 30, 2006
  Three Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,201


$
1,123


$
78Earnings before taxes


132



113



19Restructuring charges and asset
    impairments included in earnings before taxes


(2
)


3



(5
)   Sales
  Earnings before taxes
 32




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##### Table of Contents



Six
    Months Ended June 29, 2007 Compared to Six Months Ended
    June 30, 2006
  Six Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
2,383


$
2,267


$
116Earnings before taxes


255



246



9Restructuring charges and asset
    impairments included in earnings before taxes


2



5



(3
)   Sales
  Earnings before taxes
  Automotive
    Components
  Three
    Months Ended June 29, 2007 Compared to Three Months Ended
    June 30, 2006
  Three Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
511


$
450


$
61Earnings before taxes


30



35



(5
)Restructuring charges and asset
    impairments included in earnings before taxes


5



1



4   Sales
 33




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##### Table of Contents



Earnings before taxes
  Six
    Months Ended June 29, 2007 Compared to Six Months Ended
    June 30, 2006
  Six Months Ended


VarianceJune 29,


June 30,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,000


$
887


$
113Earnings before taxes


54



70



(16
)Restructuring charges and asset
    impairments included in earnings before taxes


6



1



5   Sales
  Earnings before taxes
  LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Flows
  Operating Activities.
  Investing Activities.
   34




---



##### Table of Contents



Financing Activities. 7 8
  Debt and
    Commitments
  Sources of Liquidity.
    3 8 1 4
     35




---



##### Table of Contents



Debt Repurchases.
  7 8
    Funding Our Requirements.
  Credit Ratings.
  S & P


Moodys


FitchCorporate Rating


BB+



Ba2



BBBank Debt Rating


BBB



Baa3



BB+New Senior Notes Rating


BB-



Ba3



BB-Old Notes Rating


*



*



*     *
    
    Ratings withdrawn  Senior Secured Credit Facilities.
  A-1
  Guarantees and Security of Senior Secured Credit
    Facilities.
 36




---



##### Table of Contents



Interest Payments. A-1 A-1
  3 8 1 4 3 8 3 4
  Debt Restrictions.
     37




---



##### Table of Contents



Interest Rate Swap Agreements.
    Contractual
    Obligations and Commitments
      Other Commitments.
    Off-Balance
    Sheet Arrangements
       38




---



##### Table of Contents



Other
    Receivables Facilities
   39




---



##### Table of Contents



ENVIRONMENTAL
    MATTERS
        CONTINGENCIES
  and/or
  2002-2006
   40




---



##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
         41




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K Form 10-K
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk    Foreign Currency Exchange Rate Risk.
 42




---



##### Table of Contents



Interest Rate Risk.
  Sensitivity Analysis.
  Assuming a10%


Assuming a 10%


FavorableIncrease in


Decrease in


(Unfavorable)Rates


Rates


Change in(Dollars in millions)Market RiskForeign Currency Rate
    Sensitivity:Forwards* Long US$

$
(41
)

$
41



Fair value Short US$

$
21


$
(21
)


Fair valueDebt** Foreign currency
    denominated

$
(62
)

$
62



Fair valueInterest Rate
    Sensitivity:Debt Fixed rate

$
63


$
(67
)


Fair value Variable rate

$
(9
)

$
9



Cash flow     *
    
    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. rule 13a-15(e)
  Changes in Internal Control Over Financial
    Reporting.
 43




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K Form 10-Q
  Item 1A.
    Risk
    Factors  Form 10-K Form 10-Q
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases  Form 10-Q.
  Item 4.
    Submission
    of Matters to a Vote of Security Holders        For


WithholdJohn C. Plant


70,478,749



23,792,719Neil P. Simpkins


70,170,955



24,100,513Jody G. Miller


92,987,507



1,283,961     For

Against


Abstain94,010,525


255,431



5,511
  44




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10.1

Fifth Amended and Restated Credit
    Agreement dated as of May 9, 2007, among TRW Automotive
    Holdings Corp., TRW Automotive Intermediate Holdings Corp., TRW
    Automotive Inc. (f/k/a TRW Automotive Acquisition Corp.), the
    Foreign Subsidiary Borrowers party hereto, the Lenders party
    hereto from time to time, JPMorgan Chase Bank, N.A. (f/k/a
    JPMorgan Chase Bank) as Administrative Agent and as Collateral
    Agent for the Lenders and Bank of America, N.A., as Syndication
    Agent31(a)

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to §302 of the Sarbanes-Oxley Act of 200231(b)

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to §302 of the Sarbanes-Oxley Act of 200232(a)

Certification Pursuant to
    18 U.S.C. §1350, As Adopted Pursuant to §906 of
    the Sarbanes-Oxley Act of 200232(b)

Certification Pursuant to
    18 U.S.C. §1350, As Adopted Pursuant to §906 of
    the Sarbanes-Oxley Act of 2002  45




---



##### Table of Contents



Signatures



Pursuant to the requirements of the Securities Exchange Act of
    1934, the registrant has duly caused this report to be signed on
    its behalf by the undersigned, thereunto duly authorized.



TRW Automotive Holdings Corp.
    (Registrant) By:
    /s/  JOSEPH
    S. CANTIE   Executive Vice President and Chief Financial Officer
 (On behalf of the Registrant and as Principal Financial
    Officer)
   46