##### 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
    March 30, 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(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
  þ o o
  Rule 12b-2 o þ




---



##### 



TRW
    AUTOMOTIVE HOLDINGS CORP.
  INDEX
  
  PagePART I 
    FINANCIAL INFORMATIONItem 1.

CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


2Item 2.

MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


21Item 3.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


36Item 4.

CONTROLS AND
    PROCEDURES


37PART II 
    OTHER INFORMATIONItem 1.

LEGAL
    PROCEEDINGS


37Item 1A.

RISK
    FACTORS


37Item 2.

UNREGISTERED SALES
    OF EQUITY SECURITIES AND USE OF PROCEEDS


38Item 6.

EXHIBITS


38SIGNATURES


39Certification 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 OPERATIONS
  Three Months EndedMarch 30,


March 31,2007


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

$
3,567


$
3,396Cost of sales


3,247



3,035Gross profit


320



361Administrative and selling expenses


132



129Amortization of intangible assets


9



9Restructuring charges and asset
    impairments


8



8Other income  net


(4
)


(12
)Operating income


175



227Interest expense  net


63



60Loss on retirement of debt


147



57Accounts receivable securitization
    costs


1



1Equity in earnings of affiliates,
    net of tax


(6
)


(4
)Minority interest, net of tax


3



3(Losses) earnings before income
    taxes


(33
)


110Income tax expense


53



63Net (losses) earnings

$
(86
)

$
47Basic (losses) earnings per share:(Losses) earnings per share

$
(0.87
)

$
0.47Weighted average shares


98.5



99.5Diluted (losses) earnings per
    share:(Losses) earnings per share

$
(0.87
)

$
0.46Weighted average shares


98.5



103.0    2




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  As ofMarch 30,


December 31,2007


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

$
343


$
578Marketable securities


11



11Accounts receivable  net


2,492



2,049Inventories


821



768Prepaid expenses and other current
    assets


292



270Total current assets


3,959



3,676Property, plant and
    equipment  net of accumulated depreciation of
    $1,750 million and $1,644 million, respectively


2,733



2,714Goodwill


2,281



2,275Intangible assets  net


733



738Pension asset


995



979Other assets


772



751Total assets

$
11,473


$
11,133Liabilities, Minority Interests
    and Stockholders EquityCurrent liabilities:Short-term debt

$
125


$
69Current portion of long-term debt


101



101Trade accounts payable


2,117



1,977Accrued compensation


270



271Other current liabilities


1,120



1,257Total current liabilities


3,733



3,675Long-term debt


3,083



2,862Post-retirement benefits other
    than pensions


630



645Pension benefits


721



722Other long-term liabilities


865



723Total liabilities


9,032



8,627Minority interests


114



109Commitments and contingenciesStockholders equity:Capital stock


1



1Treasury stock






Paid-in-capital


1,135



1,125Retained earnings


222



308Accumulated other comprehensive
    earnings


969



963Total stockholders equity


2,327



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

$
11,473


$
11,133    3




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 30,


March 31,2007


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

$
(86
)

$
47Adjustments to reconcile net
    (losses) earnings to net cash (used in) provided by operating
    activities:Depreciation and amortization


131



132Pension and other post-retirement
    benefits, net of contributions


(41
)


(33
)Net gains on sale of assets






(2
)Loss on retirement of debt


147



57Other  net


10



(13
)Changes in assets and liabilities,
    net of effects of businesses acquired:Accounts receivable  net


(420
)


(213
)Inventories


(37
)


8Trade accounts payable


121



49Other assets


(36
)


(8
)Other liabilities


(10
)


(6
)Net cash (used in) provided by
    operating activities


(221
)


18Investing
    ActivitiesCapital expenditures


(119
)


(83
)Acquisitions, net of cash acquired


(12
)


(1
)Termination of interest rate swaps


(12
)


Proceeds from sales/leaseback
    transactions


6



Net proceeds from asset sales and
    divestitures


1



8Net cash used in investing
    activities


(136
)


(76
)Financing
    ActivitiesChange in short-term debt


36



(3
)Proceeds from issuance of
    long-term debt


1,477



3Redemption of long-term debt


(1,396
)


(250
)Proceeds from exercise of stock
    options


5



7Net cash provided by (used in)
    financing activities


122



(243
)Effect of exchange rate changes on
    cash






15Decrease in cash and cash
    equivalents


(235
)


(286
)Cash and cash equivalents at
    beginning of period


578



659Cash and cash equivalents at end
    of period

$
343


$
373    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 (Losses) per Share.
  Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Weighted average shares outstanding


98.5



99.5Effect of dilutive securities






3.5Diluted shares outstanding


98.5



103.0     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 March 30,
    2007

$
133


$
15


$
(15
)

$
2


$
135Three months ended March 31,
    2006


101



13



(6
)


3



111   Comprehensive (Losses) Earnings.
  Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Net (losses) earnings

$
(86
)

$
47Foreign currency translation
    earnings, net


14



33Realized net losses on cash flow
    hedges


(4
)


(9
)Adjustments to pension and
    post-retirement benefits other than pension liabilities


(4
)


Comprehensive (losses) earnings

$
(80
)

$
71   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 EndedMarch 30,


March 31,2007


2006(Dollars in millions)Severance and other charges

$
5


$
7Asset impairments related to
    restructuring activities


3



1Total restructuring charges and
    asset impairments

$
8


$
8     Chassis
    Systems
  Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Severance and other charges

$
3


$
6Total restructuring charges

$
3


$
6      7




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Occupant
    Safety Systems
  Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Severance and other charges

$
1


$
1Asset impairments related to
    restructuring activities


3



1Total restructuring charges and
    asset impairments

$
4


$
2         Automotive
    Components
  Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Severance and other charges

$
1


$
Total restructuring charges

$
1


$
     Restructuring
    Reserves
    Effects ofCurrent


Purchase


Used for


ForeignBeginning


Period


Price


Purposes


Currency


EndingBalance


Accruals


Allocation


Intended


Translation


Balance(Dollars in millions)Three months ended March 30,
    2007

$
66



5



1



(19
)





$
53Three months ended March 31,
    2006

$
69



7



(5
)


(12
)


1


$
60    8




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   No. 95-3,
  4.
    Inventories    As ofMarch 30,


December 31,2007


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

$
424


$
395Raw materials and supplies


397



373Total inventories

$
821


$
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






1







1Balance as of March 30,
    2007

$
871


$
950


$
460


$
2,281    9




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    assets
    As of March 30, 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

$
496


$
(95
)

$
401


$
492


$
(89
)

$
403Developed technology


81



(42
)


39



81



(39
)


42Non-compete agreements


1







1



1







1Total


578


$
(137
)


441



574


$
(128
)


446Indefinite-lived intangible
    assets:Trademarks


292







292



292







292Total

$
870






$
733


$
866






$
738       Weighted AverageAmortizationPeriodCustomer relationships


20 yearsDeveloped technology


8 yearsNon-compete agreements


5 years     AmortizationYears Ending December 31,

Expense(Dollars in millions)2007

$
362008


352009


352010


352011


27  10




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Other
    Income  Net    Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Provision for bad debts

$



$
3Net gains on sales of assets






(2
)Foreign currency exchange losses
    (gains)


2



(3
)Royalty and grant income


(6
)


(6
)Miscellaneous other income






(4
)Other income  net

$
(4
)

$
(12
)   7.
    Accounts
    Receivable Securitization         11




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         8.
    Income
    Taxes         12




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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 EndedMarch 30, 2007


March 31, 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



60



8Expected return on plan assets


(18
)


(95
)


(4
)


(16
)


(79
)


(3
)Amortization


(3
)






1











1Curtailments/settlements










(1
)










Net pension cost (income)

$



$
(13
)

$
11


$
6


$
(9
)

$
12  13




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Post-Retirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Service cost

$
2


$
2Interest cost on projected benefit
    obligations


9



11Amortization


(8
)


(4
)Settlements


(5
)


(1
)Net post-retirement benefit cost

$
(2
)

$
8     10.
    Debt    As ofMarch 30,


December 31,2007


2006(Dollars in millions)Short-term debt

$
125


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

$
1,467


$
Senior and senior subordinated
    notes, due 2013


26



1,284Term loan facilities


1,579



1,582Revolving credit facility






Capitalized leases


47



42Other borrowings


65



55Total long-term debt


3,184



2,963Less current portion


101



101Long-term debt, net of current
    portion

$
3,083


$
2,862   Senior
    Notes and Senior Subordinated Notes
  3 8 1 4
  3 8 1 8 3 4
 14




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3 8
    3 8 1 8 3 4
  Credit
    Facilities
  Senior Secured Credit Facilities. 5-year 5-year 7.5-year
     15




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Debt
    Covenants
  New Senior Notes.
  Senior Secured Credit Facilities.
    The Old Notes.
  Other
    Borrowings
  7 8
 16




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          11.
    Capital
    Stock and Share-Based Compensation  Capital Stock Issuances.
  Share-Based Compensation.
  8-year
  8-year
  10-year
   17




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Related
    Party Transactions     18




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Operating
    Segments    Three Months EndedMarch 30,


March 31,2007


2006Sales to external customers:Chassis Systems

$
1,896


$
1,815Occupant Safety Systems


1,182



1,144Automotive Components


489



437Total sales

$
3,567


$
3,396Earnings before taxes:Chassis Systems

$
70


$
94Occupant Safety Systems


123



133Automotive Components


24



35Segment earnings before taxes


217



262Corporate expense and other


(39
)


(34
)Finance costs


(64
)


(61
)Loss on retirement of debt


(147
)


(57
)(Losses) earnings before income
    taxes

$
(33
)

$
110Intersegment sales:Chassis Systems

$
8


$
7Occupant Safety Systems


30



27Automotive Components


10



12$
48


$
46   14.
    Contingencies     19




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##### Table of Contents



TRW
    AUTOMOTIVE HOLDINGS CORP.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  2002-2006
       20




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##### 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;
    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; 21




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##### Table of Contents




    continuing pricing pressure from OEMs; and
    volatility of the U.S. dollar against other currencies,
    mainly the Euro.             22




---



##### Table of Contents



Company Efforts in Response to the Automotive
    Climate.
      Our Debt and Capital Structure. 3 8 1 8 3 4 3 8 1 4
       23




---



##### Table of Contents



Effective Tax Rate.
    RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
    For the Three Months Ended March 30, 2007 and
    March 31, 2006
    (Unaudited)
  Three Months Ended


VarianceMarch 30,


March 31,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
3,567


$
3,396


$
171Cost of sales


3,247



3,035



212Gross profit


320



361



(41
)Administrative and selling expenses


132



129



3Amortization of intangible assets


9



9



Restructuring charges and asset
    impairments


8



8



Other income  net


(4
)


(12
)


(8
)Operating income


175



227



(52
)Interest expense  net


63



60



3Loss on retirement of debt


147



57



90Accounts receivable securitization
    costs


1



1



Equity in earnings of affiliates,
    net of tax


(6
)


(4
)


2Minority interest, net of tax


3



3



(Losses) earnings before income
    taxes


(33
)


110



(143
)Income tax expense


53



63



(10
)Net (losses) earnings

$
(86
)

$
47


$
(133
)  24




---



##### Table of Contents



Three
    Months Ended March 30, 2007 Compared to Three Months Ended
    March 31, 2006
  Sales
  Gross profit
  Administrative and selling expenses
  Amortization of intangible assets
  Restructuring charges and asset impairments
  Other income  net
  Interest expense  net
  Loss on retirement of debt 3 8 7 8
 25




---



##### Table of Contents



Accounts receivable securitization costs
  Equity in earnings of affiliates
  Minority interest
  Income tax expense
  SEGMENT
    RESULTS OF OPERATIONS
    Three Months EndedMarch 30,


March 31,2007


2006(Dollars in millions)Sales:Chassis Systems

$
1,896


$
1,815Occupant Safety Systems


1,182



1,144Automotive Components


489



437$
3,567


$
3,396Earnings before
    taxes:Chassis Systems

$
70


$
94Occupant Safety Systems


123



133Automotive Components


24



35Segment earnings before taxes


217



262Corporate expense and other


(39
)


(34
)Financing costs


(64
)


(61
)Loss on retirement of debt


(147
)


(57
)(Losses) earnings before taxes

$
(33
)

$
110   Chassis
    Systems
  Three
    Months Ended March 30, 2007 Compared to Three Months Ended
    March 31, 2006
  Three Months Ended


VarianceMarch 30,


March 31,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,896


$
1,815


$
81Earnings before taxes


70



94



(24
)Restructuring charges included in
    earnings before taxes


3



6



(3
)  26




---



##### Table of Contents



Sales
  Earnings before taxes
  Occupant
    Safety Systems
  Three
    Months Ended March 30, 2007 Compared to Three Months Ended
    March 31, 2006
  Three Months Ended


VarianceMarch 30,


March 31,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
1,182


$
1,144


$
38Earnings before taxes


123



133



(10
)Restructuring charges and asset
    impairments included in earnings before taxes


4



2



2   Sales
  Earnings before taxes
  Automotive
    Components
  Three
    Months Ended March 30, 2007 Compared to Three Months Ended
    March 31, 2006
  Three Months Ended


VarianceMarch 30,


March 31,


Increase2007


2006


(Decrease)(Dollars in millions)Sales

$
489


$
437


$
52Earnings before taxes


24



35



(11
)Restructuring charges included in
    earnings before taxes


1







1   Sales
 27




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##### Table of Contents



Earnings before taxes
  LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Flows
  Operating Activities.
  Investing Activities.
    Financing Activities. 7 8
  Debt and
    Commitments
  Sources of Liquidity.
    3 8 1 4
   28




---



##### Table of Contents



Debt Repurchases.
  7 8
    Funding Our Requirements.
 29




---



##### Table of Contents



Credit Ratings.
  S & P

Moodys

FitchCorporate Rating

BB+

Ba2

BBBank Debt Rating

BB+

Ba1

BB+New Senior Notes Rating

BB−

Ba3

BB−Old Notes Rating

*

*

*     *
    
    Ratings withdrawn or in the process of being withdrawn  Senior Secured Credit Facilities.
      Guarantees and Security of Senior Secured Credit
    Facilities.
  Interest Payments.
 30




---



##### Table of Contents



3 8 1 4 3 8 3 4
  Debt Restrictions.
      Interest Rate Swap Agreements.
    Contractual
    Obligations and Commitments
     31




---



##### Table of Contents



Other Commitments.
    Off-Balance
    Sheet Arrangements
             32




---



##### Table of Contents



Other
    Receivables Facilities
    ENVIRONMENTAL
    MATTERS
       33




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##### Table of Contents



CONTINGENCIES
  and/or
  2002-2006
        RECENT
    ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
   34




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K
 35




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##### 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.
 36




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##### Table of Contents



Assuming a 10%


Assuming a 10%


FavorableIncrease in


Decrease in


(Unfavorable)Market Risk

Rates


Rates


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

$
(41
)

$
41


Fair value Short US$

$
36


$
(36
)

Fair valueDebt ** Foreign currency
    denominated

$
(59
)

$
59


Fair valueInterest Rate
    Sensitivity:Debt Fixed rate

$
63


$
(67
)

Fair value Variable rate

$
(11
)

$
11


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.
  PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K
  Item 1A.
    Risk
    Factors  Form 10-K
 37




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##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases  Form 10-Q.
  Item 6.
    Exhibits  ExhibitNumber

Exhibit Name31(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  38




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SIGNATURES    
  By:
    /s/  JOSEPH
    S. CANTIE   
 
   39