##### 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 July 3, 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
  Rule 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


27Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


45Item 4.

Controls and Procedures


46PART II  OTHER INFORMATIONItem 1.

Legal Proceedings


47Item 1A.

Risk Factors


47Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


48Item 4.

Submission of Matters to a Vote of Security
    Holders


49Item 6.

Exhibits


49Signatures


50EX-10.2EX-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 EndedJuly 3,


June 27,2009


2008(Unaudited)(In millions, except per share amounts)Sales

$
2,732


$
4,446Cost of sales


2,532



4,045Gross profit


200



401Administrative and selling expenses


117



136Amortization of intangible assets


6



9Restructuring charges and fixed asset impairments


26



24Other expense  net


7



8Operating income


44



224Interest expense  net


41



43Gain on retirement of debt  net


(1
)


Accounts receivable securitization costs


1



1Equity in earnings of affiliates, net of tax


(5
)


(8
)Earnings before income taxes


8



188Income tax expense


14



56Net (losses) earnings


(6
)


132Less: Net earnings attributable to noncontrolling interest, net
    of tax


5



5Net (losses) earnings attributable to TRW

$
(11
)

$
127Basic (losses) earnings per share:(Losses) earnings per share

$
(0.11
)

$
1.26Weighted average shares outstanding


101.4



101.1Diluted (losses) earnings per share:(Losses) earnings per share

$
(0.11
)

$
1.24Weighted average shares outstanding


101.4



102.6    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Consolidated
    Statements of Operations
  Six Months EndedJuly 3,


June 27,2009


2008(Unaudited)(In millions, except per share amounts)Sales

$
5,122


$
8,590Cost of sales


4,892



7,848Gross profit


230



742Administrative and selling expenses


224



268Amortization of intangible assets


11



18Restructuring charges and fixed asset impairments


50



32Intangible asset impairments


30



Other (income) expense  net


(4
)


12Operating (losses) income


(81
)


412Interest expense  net


82



91Gain on retirement of debt  net


(35
)


Accounts receivable securitization costs


2



2Equity in earnings of affiliates, net of tax


(4
)


(15
)(Losses) earnings before income taxes


(126
)


334Income tax expense


9



103Net (losses) earnings


(135
)


231Less: Net earnings attributable to noncontrolling interest, net
    of tax


7



10Net (losses) earnings attributable to TRW

$
(142
)

$
221Basic (losses) earnings per share:(Losses) earnings per share

$
(1.40
)

$
2.19Weighted average shares outstanding


101.3



100.9Diluted (losses) earnings per share:(Losses) earnings per share

$
(1.40
)

$
2.16Weighted average shares outstanding


101.3



102.3    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Balance Sheets
  As ofJuly 3,


December 31,2009


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

$
571


$
756Marketable securities






10Accounts receivable  net


1,855



1,570Inventories


655



694Prepaid expenses and other current assets


209



209Total current assets


3,290



3,239Property, plant and equipment  net of accumulated
    depreciation of $2,928 million and $2,653 million,
    respectively


2,418



2,518Goodwill


1,767



1,765Intangible assets  net


335



373Pension asset


940



801Other assets


519



576Total assets

$
9,269


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

$
39


$
66Current portion of long-term debt


76



53Trade accounts payable


1,714



1,793Accrued compensation


233



219Other current liabilities


929



1,033Total current liabilities


2,991



3,164Long-term debt


2,925



2,803Postretirement benefits other than pensions


478



486Pension benefits


746



778Other long-term liabilities


788



773Total liabilities


7,928



8,004Commitments and contingenciesStockholders equity:Preferred stock






Capital stock


1



1Treasury stock






Paid-in-capital


1,206



1,199Accumulated deficit


(520
)


(378
)Accumulated other comprehensive income


515



309Total TRW stockholders equity


1,202



1,131Noncontrolling interest


139



137Total equity


1,341



1,268Total liabilities and equity

$
9,269


$
9,272    4




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Six Months EndedJuly 3,


June 27,2009


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

$
(135
)

$
231Adjustments to reconcile net (losses) earnings to net cash used
    inoperating activities:Depreciation and amortization


239



300Net pension and other postretirement benefits income and
    contributions


(122
)


(105
)Net gain on retirement of debt


(35
)


Intangible asset impairment charges


30



Fixed asset impairment charges


7



18Net gains on sales of assets


(3
)


(3
)Other  net


6



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


(247
)


(710
)Inventories


51



(59
)Trade accounts payable


(115
)


176Prepaid expense and other assets


107



(107
)Other liabilities


(14
)


194Net cash used in operating activities


(231
)


(75
)Investing ActivitiesCapital expenditures, including other intangible assets


(72
)


(217
)Acquisitions of businesses, net of cash acquired






(40
)Investment in affiliates






(5
)Proceeds from sale/leaseback transactions






1Net proceeds from asset sales


3



3Net cash used in investing activities


(69
)


(258
)Financing ActivitiesChange in short-term debt


(25
)


26Net proceeds from (repayments on) revolving credit facility


198



(129
)Proceeds from issuance of long-term debt, net of fees


1,075



4Redemption of long-term debt


(1,131
)


(55
)Proceeds from exercise of stock options






4Other  net


(6
)


Net cash provided by (used in) financing activities


111



(150
)Effect of exchange rate changes on cash


4



41Decrease in cash and cash equivalents


(185
)


(442
)Cash and cash equivalents at beginning of period


756



895Cash and cash equivalents at end of period

$
571


$
453    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
        (Losses) Earnings per Share.
  Three Months Ended

Six Months EndedJuly 3,

June 27,

July 3,

June 27,2009

2008

2009

2008(In millions)Weighted average shares outstanding


101.4



101.1



101.3



100.9Effect of dilutive securities






1.5







1.4Diluted shares outstanding


101.4



102.6



101.3



102.3    6




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##### Table of Contents



Warranties.
    Six Months EndedJuly 3,


June 27,2009


2008(Dollars in millions)Beginning balance

$
108


$
140Current period accruals, net of changes in estimates


26



24Used for purposes intended


(31
)


(32
)Effects of foreign currency translation


3



6Ending balance

$
106


$
138   Equity and Comprehensive Income.
  Three Months EndedJuly 3, 2009


June 27, 2008TRW


Noncontrolling





TRW


NoncontrollingTotal


Shareholders


Interest


Total


Shareholders


Interest(Dollars in millions)Beginning balance of equity

$
1,120


$
990


$
130


$
3,530


$
3,386


$
144Comprehensive income:Net (losses) earnings


(6
)


(11
)


5



132



127



5Foreign currency translation and other


144



140



4



44



44



Retirement obligations, net of deferred tax


19



19







(19
)


(19
)


Deferred cash flow hedges, net of tax


60



60







27



27



Comprehensive income


217



208



9



184



179



5Share-based compensation expense


4



4







7



7



Ending balance of equity

$
1,341


$
1,202


$
139


$
3,721


$
3,572


$
149   7




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##### Table of Contents



Six Months EndedJuly 3, 2009


June 27, 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 (losses) earnings


(135
)


(142
)


7



231



221



10Foreign currency translation and other


90



89



1



174



169



5Retirement obligations, net of deferred tax


5



5







(25
)


(25
)


Deferred cash flow hedges, net of tax


111



111







(1
)


(1
)


Comprehensive income


71



63



8



379



364



15Dividends paid to noncontrolling interest


(6
)






(6
)










Share-based compensation expense


8



8







13



13



SFAS No. 158 impact of change in measurement date














3



3



Ending balance of equity

$
1,341


$
1,202


$
139


$
3,721


$
3,572


$
149   Recently Issued Accounting Pronouncements.
      FAS 107-1 APB 28-1,
 8




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##### Table of Contents



FAS 115-2 FAS 124-2, FAS 157-4,
  Subsequent Events.
  3.
    Inventories    As ofJuly 3,


December 31,2009


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

$
338


$
348Raw materials and supplies


317



346Total inventories

$
655


$
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



1











2Balance as of July 3, 2009

$
801


$
543


$



$
423


$
1,767  9




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##### Table of Contents



Intangible
    assets
    As of


As ofJuly 3, 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


$
(20
)

$
47


$
67


$
(14
)

$
53Developed technology and other intangible assets


90



(65
)


25



88



(61
)


27Total


157


$
(85
)


72



155


$
(75
)


80Indefinite-lived intangible assets:Trademarks


263







263



293







293Total

$
420






$
335


$
448






$
373       Years Ended December 31,

(Dollars in millions)2009

$
212010


212011


132012


112013


11     5.
    Other
    Expense (Income)  Net    Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Net provision for bad debts

$
1


$
1


$
5


$
4Net losses (gains) on sales of assets


1



(4
)


(3
)


(3
)Foreign currency exchange losses


10



15



10



24Royalty and grant income


(5
)


(6
)


(15
)


(13
)Miscellaneous other expense (income)






2



(1
)


Other expense (income)  net

$
7


$
8


$
(4
)

$
12  10




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##### Table of Contents



6.
    Accounts
    Receivable Securitization  United States Facility.
    Other Receivables Facilities.
    7.
    Income
    Taxes       11




---



##### Table of Contents



8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions  Pension
    Plans
    Three Months EndedJuly 3, 2009


June 27, 2008Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
3


$
4


$
4


$
5


$
8


$
5Interest cost on projected benefit obligations


17



61



10



16



79



10Expected return on plan assets


(20
)


(83
)


(5
)


(21
)


(103
)


(5
)Amortization


(2
)


(7
)






(4
)






1Net pension (income) cost

$
(2
)

$
(25
)

$
9


$
(4
)

$
(16
)

$
11   Six Months EndedJuly 3, 2009


June 27, 2008Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
7


$
8


$
8


$
9


$
17


$
10Interest cost on projected benefit obligations


33



117



19



32



157



21Expected return on plan assets


(41
)


(160
)


(9
)


(42
)


(206
)


(10
)Amortization


(4
)


(13
)






(7
)






1Net pension (income) cost

$
(5
)

$
(48
)

$
18


$
(8
)

$
(32
)

$
22   Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedJuly 3, 2009


June 27, 2008Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$



$



$
Interest cost on projected benefit obligations


6



2



7



2Amortization


(5
)


(1
)


(4
)


(1
)Settlements


(5
)






(2
)


Net OPEB (income) cost

$
(4
)

$
1


$
1


$
1   Six Months EndedJuly 3, 2009


June 27, 2008Rest of





Rest ofU.S.


World


U.S.


World(Dollars in millions)Service cost

$



$



$
1


$
Interest cost on projected benefit obligations


12



4



14



4Amortization


(11
)


(2
)


(8
)


(2
)Settlements


(5
)






(3
)


Net OPEB (income) cost

$
(4
)

$
2


$
4


$
2  12




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##### Table of Contents



9.
    Fair
    Value Measurements    Level 1.
  Level 2.
  Level 3.
  Items Measured
    at Fair Value on a Recurring Basis
  FAS 107-1 28-1,
  As of July 3, 2009Carrying

Fair

MeasurementValue

Value

Approach(Dollars in millions)Cash and cash equivalents

$
571


$
571



Level 1Accounts receivable


1,855



1,855



Level 1Accounts payable


1,714



1,714



Level 1Foreign currency forward contracts  current assets


2



2



Level 2Foreign currency forward contracts  noncurrent assets


3



3



Level 2Short-term debt, fixed and floating rate


39



39



Level 1Floating rate long-term debt


1,523



1,361



Level 2Fixed rate long-term debt


1,517



1,121



Level 2Foreign currency forward contracts  current liability


65



65



Level 2Foreign currency forward contracts  noncurrent
    liability


7



7



Level 2Interest rate swap contracts  noncurrent liability


7



7



Level 2Commodity contracts  current liability


5



5



Level 2Commodity contracts  noncurrent liability


8



8



Level 2    13




---



##### Table of Contents



Changes
    in Level 3 Recurring Fair Value Measurements
    Fair Value Measurements using Significant UnobservableInputsFor the Three Months Ended

Foreign Currency


Commodity


Interest RateJuly 3, 2009

Forward Contracts


Contracts


Swap Contracts(Dollars in millions)Fair Value as of April 3, 2009

$


(139
)

$


(1
)

$


(7
)Total realized/unrealized gains (losses)Included in earnings




(34
)




(12
)




(2
)Included in OCI




60











Purchases, issuances and settlements




44











2Transfers into / out of Level 3




69





13





7Fair Value as of July 3, 2009
















     Fair Value Measurements using Significant UnobservableInputsFor the Six Months Ended

Foreign Currency


Commodity


Interest RateJuly 3, 2009

Forward Contracts


Contracts


Swap Contracts(Dollars in millions)Fair Value as of January 1, 2009

$





$





$


Total realized/unrealized gains (losses)Included in earnings




(34
)




(12
)




(2
)Included in OCI




60











Purchases, issuances and settlements




44











2Transfers into / out of Level 3




(70
)




12





Fair Value as of July 3, 2009
















  14




---



##### Table of Contents



Items Measured
    at Fair Value on a Nonrecurring Basis
      10.
    Financial
    Instruments        Cash Flow Hedges.
   15




---



##### Table of Contents



Fair Value Hedges.
  Derivative Instruments.
  Assets


LiabilitiesBalance Sheet

Fair


Balance Sheet

FairLocation

Value


Location

Value(Dollars in millions)As of July 3, 2009:Derivatives designated as hedging instrumentsInterest rate contracts

Other assets

$



Other long-term
    liabilities

$
7Foreign exchange contracts

Other current assets


4


Other current assets


1Other current liabilities


4


Other current liabilities


51Other assets


2


Other assets


Other long-term
    liabilities


3


Other long-term
    liabilities


11Commodity contracts

Other current assets





Other current liabilities


1Total derivatives designated as hedging instruments




13





71Derivatives not designated as hedging instruments
    Foreign exchange contracts

Other current assets


3


Other current assets


4Other current liabilities


7


Other current liabilities


25Other assets


1


Other assets


Other long-term
    liabilities


1


Other long-term
    liabilities


Commodity contracts

Other current liabilities





Other current liabilities


4Other long-term
    liabilities





Other long-term
    liabilities


8Total derivatives not designated as hedging instruments




12





41Total derivatives



$
25




$
112      16




---



##### 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


Six




Three


Six




Three


SixMonths


Months




Months


Months




Months


MonthsDerivatives

Ended


Ended


Location

Ended


Ended


Location

Ended(1)


Ended(2)(Dollars in millions)Interest rate









Interest income









Other incomecontracts

$
(2
)

$
(3
)

(expense)

$
(2
)

$
(3
)

(expense)

$



$
Foreign currency



















Other incomeexchange contracts


31



38


Sales


(34
)


(71
)

(expense)






(1
)Cost of sales


(2
)


(8
)Other income (expense)


2



4Other incomeCommodity contracts


(2
)


(1
)

Cost of sales






(1
)

(expense)






Total

$
27


$
34


Total

$
(36
)

$
(79
)

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 July 3, 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 six months ended
    July 3, 2009.  Undesignated
    Derivates:
  Gain (Loss) Recognized in Incomeon DerivativesAmountThree


SixMonths


MonthsDerivatives

Location

Ended


Ended(Dollars in millions)Other incomeForeign currency exchange contracts

(expense)

$
1


$
(1
)Other incomeCommodity contracts

(expense)


(12
)


(12
)Total

$
(11
)

$
(13
)   Credit-Risk-Related
    Contingent Features
   17




---



##### Table of Contents



11.
    Debt    As ofJuly 3,


December 31,2009


2008(Dollars in millions)Short-term debt

$
39


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

$
1,416


$
1,471Term loan facilities


1,090



1,093Revolving credit facility


400



200Capitalized leases


46



47Other borrowings


49



45Total long-term debt


3,001



2,856Less current portion


76



53Long-term debt, net of current portion

$
2,925


$
2,803   Senior
    Notes
  3 8 1 4
  1 4 3 8
  3 8
  Senior
    Secured Credit Facilities
  5-year 6-year A-1 A-1) A-1,
 18




---



##### Table of Contents



1 2 1-month A-1, A-1
  A-1
      Debt
    Covenants
  New Senior Notes.
  Senior Secured Credit Facilities.
 19




---



##### Table of Contents



Other
    Borrowings
    12.
    Restructuring
    Charges and Asset Impairments    Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
24


$
10


$
44


$
14Asset impairments related to restructuring activities






1







1Total restructuring charges


24



11



44



15Other fixed asset impairments


2



13



6



17Intangible asset impairments










30



Total restructuring charges and asset impairments

$
26


$
24


$
80


$
32     Chassis
    Systems
  Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
9


$
8


$
18


$
11Total restructuring charges


9



8



18



11Other fixed asset impairments


1



13



3



17Total restructuring charges and asset impairments

$
10


$
21


$
21


$
28    20




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##### Table of Contents



Occupant
    Safety Systems
  Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
7


$
1


$
11


$
2Asset impairments related to restructuring activities






1







1Total restructuring charges and asset impairments

$
7


$
2


$
11


$
3         Automotive
    Components
  Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
5


$
1


$
10


$
1Total restructuring charges


5



1



10



1Other fixed asset impairments


1







3



Total restructuring charges and asset impairments

$
6


$
1


$
13


$
1      21




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##### Table of Contents



Electronics
  Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Severance and other charges

$
3


$



$
4


$
Total restructuring charges and asset impairments

$
3


$



$
4


$
       Corporate
      Restructuring
    Reserves
    Six Months EndedJuly 3,


June 27,2009


2008(Dollars in millions)Beginning balance

$
32


$
34Current period accruals, net of changes in estimates


25



14Purchase price allocation






1Used for purposes intended


(33
)


(21
)Effects of foreign currency translation


3



(1
)Ending balance

$
27


$
27     No. 95-3,
 22




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##### Table of Contents



13.
    Capital
    Stock      14.
    Share-Based
    Compensation  8-year
    10-year 8-year
    Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Stock options

$
1


$
2


$
3


$
5Restricted stock units


3



3



5



6Total share-based compensation expense

$
4


$
5


$
8


$
11   15.
    Related
    Party Transactions  Blackstone.
  Core Trust Purchasing Group.
 23




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##### Table of Contents



16.
    Segment
    Information      Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


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

$
1,604


$
2,485


$
3,009


$
4,759Occupant Safety Systems


685



1,148



1,284



2,235Automotive Components


309



555



577



1,083Electronics


134



258



252



513Total sales to external customers

$
2,732


$
4,446


$
5,122


$
8,590Intersegment sales:Chassis Systems

$
10


$
13


$
15


$
26Occupant Safety Systems


7



17



13



29Automotive Components


7



15



13



29Electronics


69



92



124



180Total intersegment sales

$
93


$
137


$
165


$
264Total segment sales:Chassis Systems

$
1,614


$
2,498


$
3,024


$
4,785Occupant Safety Systems


692



1,165



1,297



2,264Automotive Components


316



570



590



1,112Electronics


203



350



376



693Total segment sales

$
2,825


$
4,583


$
5,287


$
8,854Earnings (losses) before taxes, including noncontrolling
    interest:Chassis Systems

$
45


$
98


$
(4
)

$
161Occupant Safety Systems


20



79



(1
)


163Automotive Components


(20
)


31



(58
)


59Electronics


9



43



4



86 24




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##### Table of Contents



Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Segment earnings (losses) before taxes


54



251



(59
)


469Corporate expense and other


(10
)


(24
)


(25
)


(52
)Finance costs


(42
)


(44
)


(84
)


(93
)Gain on retirement of debt  net


1







35



Net earnings attributable to noncontrolling interest, net of tax


5



5



7



10Earnings (losses) before income taxes

$
8


$
188


$
(126
)

$
334   17.
    Contingencies      and/or
   25




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##### Table of Contents



26




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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
           27




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##### Table of Contents



Recent
    Trends and Market Conditions
    General
    Economic Conditions:
    Production
    Levels and Product Mix:
         28




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##### Table of Contents



OEM and
    Supplier Restructuring Actions:
    and/or
  Inflation
    and Pricing Pressure:
     29




---



##### Table of Contents



Foreign
    Currencies:
    Strategic
    Initiatives in Response to Industry Trends
    Form 10-K.
      Our
    Debt and Capital Structure
  5-year 6-year A-1 A-1) A-1,
  1 4 3 8
 30




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##### Table of Contents



Electronics
    Segment
  2
  Product Line

DescriptionSafety Electronics

Front and side crash sensors, vehicle rollover sensors, airbag
    diagnostic modules, weight sensing systems for occupant detectionRF Electronics

Remote keyless entry systems, passive entry systems, advanced
    theft deterrent systems, direct tire pressure monitoring systemsChassis Electronics

Inertial measurement units, electronic control units for
    electronic anti-lock braking and vehicle stability control
    systems and electric power steering systems, integrated inertial
    measurement unit/airbag diagnostic modulesDriver Assist Systems

Active cruise control systems, lane keeping/lane departure
    warning systemsPowertrain Electronics

Electronic control units for medium- and heavy-duty
    diesel-powered engines  31




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##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Operations
    For the Three Months Ended July 3, 2009 and June 27,
    2008
    (Unaudited)
  Three Months Ended


VarianceJuly 3,


June 27,


Increase2009


2008


(Decrease)(Dollars in millions)Sales

$
2,732


$
4,446


$
(1,714
)Cost of sales


2,532



4,045



(1,513
)Gross profit


200



401



(201
)Administrative and selling expenses


117



136



(19
)Amortization of intangible assets


6



9



(3
)Restructuring charges and fixed asset impairments


26



24



2Other expense  net


7



8



(1
)Operating income


44



224



(180
)Interest expense  net


41



43



(2
)Gain on retirement of debt  net


(1
)






(1
)Accounts receivable securitization costs


1



1



Equity in earnings of affiliates, net of tax


(5
)


(8
)


3Earnings before income taxes


8



188



(180
)Income tax expense


14



56



(42
)Net (losses) earnings


(6
)


132



(138
)Less: Net earnings attributable to noncontrolling interest, net
    of tax


5



5



Net (losses) earnings attributable to TRW

$
(11
)

$
127


$
(138
)   Three
    Months Ended July 3, 2009 Compared to Three Months Ended
    June 27, 2008
  Sales
  Gross profit
 32




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##### Table of Contents



Administrative and selling expenses
  Restructuring charges and fixed asset impairments
  Other expense  net
  Interest expense  net
  Gain on retirement of debt  net
  Income tax expense
 33




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##### Table of Contents



Consolidated
    Statements of Operations
    For the Six Months Ended July 3, 2009 and June 27,
    2008
    (Unaudited)
  Six Months Ended


VarianceJuly 3,


June 27,


Increase2009


2008


(Decrease)(Dollars in millions)Sales

$
5,122


$
8,590


$
(3,468
)Cost of sales


4,892



7,848



(2,956
)Gross profit


230



742



(512
)Administrative and selling expenses


224



268



(44
)Amortization of intangible assets


11



18



(7
)Restructuring charges and fixed asset impairments


50



32



18Intangible asset impairments


30







30Other (income) expense  net


(4
)


12



(16
)Operating (losses) income


(81
)


412



(493
)Interest expense  net


82



91



(9
)Gain on retirement of debt  net


(35
)






(35
)Accounts receivable securitization costs


2



2



Equity in earnings of affiliates, net of tax


(4
)


(15
)


11(Losses) earnings before income taxes


(126
)


334



(460
)Income tax expense


9



103



(94
)Net (losses) earnings


(135
)


231



(366
)Less: Net earnings attributable to noncontrolling interest, net
    of tax


7



10



(3
)Net (losses) earnings attributable to TRW

$
(142
)

$
221


$
(363
)   Six
    Months Ended July 3, 2009 Compared to Six Months Ended
    June 27, 2008
  Sales
  Gross profit
  Administrative and selling expenses
 34




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##### Table of Contents



Restructuring charges and fixed asset impairments
  Intangible asset impairments
  Other (income) expense  net
  Interest expense  net
  Gain on retirement of debt  net
  Income tax expense
  Segment
    Results of Operations
  Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Total sales, including intersegment sales:Chassis Systems

$
1,614


$
2,498


$
3,024


$
4,785Occupant Safety Systems


692



1,165



1,297



2,264Automotive Components


316



570



590



1,112Electronics


203



350



376



693Intersegment elimination


(93
)


(137
)


(165
)


(264
)Total sales

$
2,732


$
4,446


$
5,122


$
8,590Earnings (losses) before taxes, including noncontrolling
    interest:Chassis Systems

$
45


$
98


$
(4
)

$
161Occupant Safety Systems


20



79



(1
)


163Automotive Components


(20
)


31



(58
)


59Electronics


9



43



4



86 35




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##### Table of Contents



Three Months Ended


Six Months EndedJuly 3,


June 27,


July 3,


June 27,2009


2008


2009


2008(Dollars in millions)Segment earnings (losses) before taxes


54



251



(59
)


469Corporate expense and other


(10
)


(24
)


(25
)


(52
)Financing costs


(42
)


(44
)


(84
)


(93
)Gain on retirement of debt  net


1







35



Net earnings attributable to noncontrolling interest, net of tax


5



5



7



10Earnings (losses) before income taxes

$
8


$
188


$
(126
)

$
334   Chassis
    Systems
  Three
    Months Ended July 3, 2009 Compared to Three Months Ended
    June 27, 2008
  Three Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
1,614


$
2,498


$
(884
)Earnings before taxes


45



98



(53
)Restructuring charges and asset impairments included in earnings
    before taxes


10



21



(11
)   Sales, including intersegment sales
  Earnings before taxes
   36




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##### Table of Contents



Six
    Months Ended July 3, 2009 Compared to Six Months Ended
    June 27, 2008
  Six Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
3,024


$
4,785


$
(1,761
)(Losses) earnings before taxes


(4
)


161



(165
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


21



28



(7
)   Sales, including intersegment sales
  (Losses) earnings before taxes
    Occupant
    Safety Systems
  Three
    Months Ended July 3, 2009 Compared to Three Months Ended
    June 27, 2008
  Three Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
692


$
1,165


$
(473
)Earnings before taxes


20



79



(59
)Restructuring charges and asset impairments included in earnings
    before taxes


7



2



5   Sales, including intersegment sales
  Earnings before taxes
 37




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##### Table of Contents



Six
    Months Ended July 3, 2009 Compared to Six Months Ended
    June 27, 2008
  Six Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
1,297


$
2,264


$
(967
)(Losses) earnings before taxes


(1
)


163



(164
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


11



3



8   Sales, including intersegment sales
  (Losses) earnings before taxes
    Automotive
    Components
  Three
    Months Ended July 3, 2009 Compared to Three Months Ended
    June 27, 2008
  Three Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
316


$
570


$
(254
)(Losses) earnings before taxes


(20
)


31



(51
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


6



1



5   Sales, including intersegment sales
 38




---



##### Table of Contents



(Losses) earnings before taxes
    Six
    Months Ended July 3, 2009 Compared to Six Months Ended
    June 27, 2008
  Six Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
590


$
1,112


$
(522
)(Losses) earnings before taxes


(58
)


59



(117
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


13



1



12   Sales, including intersegment sales
  (Losses) earnings before taxes
    Electronics
  Three
    Months Ended July 3, 2009 Compared to Three Months Ended
    June 27, 2008
  Three Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
203


$
350


$
(147
)Earnings before taxes


9



43



(34
)Restructuring charges and asset impairments included in earnings
    before taxes


3







3  39




---



##### Table of Contents



Sales, including intersegment sales
  Earnings before taxes
    Six
    Months Ended July 3, 2009 Compared to Six Months Ended
    June 27, 2008
  Six Months Ended

VarianceJuly 3,

June 27,

Increase2009

2008

(Decrease)(Dollars in millions)Sales, including intersegment sales

$
376


$
693


$
(317
)Earnings before taxes


4



86



(82
)Restructuring charges and asset impairments included in earnings
    before taxes


4







4   Sales, including intersegment sales
  Earnings before taxes
    Liquidity
    and Capital Resources
     40




---



##### Table of Contents



Cash
    Flows
  Operating Activities.
  
    The deterioration of our results of operations during the first
    half of 2009, as compared to the first half of 2008, which was
    primarily caused by reduced production volumes in North America
    and Europe.
    Restructuring and severance for the first half of 2009 resulted
    in a cash outflow of $39 million compared to a cash outflow
    of $21 million in the first half of 2008, an increase of
    $18 million.
    A positive offsetting factor resulting from the low production
    volumes during the first half of 2009 as compared to
    significantly higher production volumes experienced during the
    first half of 2008, was a decrease in working capital
    requirements of $282 million, from a cash outflow of
    $593 million in the first half of 2008 compared to a cash
    outflow of $311 million for the first half of 2009. The
    decrease in the working capital requirement was driven primarily
    by the shut downs of certain of our customers in the second
    quarter and the associated impact on receivables, inventories
    and payables. Improved management of inventory levels and the
    increased factoring of receivables during 2009 also contributed
    to the decrease in working capital requirements compared to the
    prior year period.  Investing Activities.
      Financing Activities.
  Debt and
    Commitments
  Sources of Liquidity.
   41




---



##### Table of Contents



Debt Repurchases. 3 8
      Credit Ratings. Form 10-K Form 8-K
 42




---



##### Table of Contents



Senior Secured Credit Facilities.
  Debt Covenants.
  Interest Rate Swap Agreements.
  Contractual
    Obligations and Commitments
        Other Commitments. and/or
    Off-Balance
    Sheet Arrangements
    Receivables
    Facilities
   43




---



##### Table of Contents



CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
    RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
           44




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K non-U.S. operations, Form 10-K,
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk    Foreign Currency Exchange Rate Risk.
 45




---



##### Table of Contents



Commodity Price Risk.
  Interest Rate Risk.
  Sensitivity Analysis.
  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 $

$
(79
)

$
79



Fair value- Short US $

$
65


$
(65
)


Fair valueDebt **- Foreign currency denominated

$
(50
)

$
50



Fair valueInterest Rate Sensitivity:Debt- Fixed rate

$
62


$
(67
)


Fair value- Variable rate

$
(10
)

$
10



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.
 46




---



##### Table of Contents



Changes in Internal Control over Financial
    Reporting.
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  A
    prolonged contraction in automotive sales and production could
    have a material adverse affect on our results of operations and
    liquidity and on the viability of our supply base.
          The
    financial condition of OEMs, particularly the Detroit Three, may
    adversely affect our results and financial condition and the
    viability of our supply base.
   47




---



##### Table of Contents



We may
    incur material losses and costs as a result of product
    liability, warranty and recall claims that may be brought
    against us.
    We may
    be adversely affected by environmental and safety regulations or
    concerns.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases   48




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders      For

WithheldJames F. Albaugh


81,333,003



17,064,907Robert L. Friedman


81,067,540



17,330,370J. Michael Losh


78,120,097



20,277,813     For

Against

Abstain97,820,939

560,333

16,638     For

Against

Abstain

Broker Nonvotes64,347,292

30,504,691

7,420

3,538,507     For

Against

Abstain

Broker Nonvotes62,013,815

32,838,696

6,892

3,538,507   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, 200410
.1

Sixth Amended and Restated Credit Agreement, dated as of
    June 24, 2009, among the Company, TRW Automotive Inc., TRW
    Automotive Intermediate Holdings Corp., certain of the
    Companys foreign subsidiaries, the lenders party thereto,
    JPMorgan Chase Bank, N.A., as administrative agent, Bank of
    America, N.A., as syndication agent, and J.P. Morgan
    Securities Inc. and Banc of America Securities LLC, as lead
    arrangers (Incorporated by reference to Exhibit 10.1 to the
    Current Report on
    Form 8-K
    of the Company (File
    No. 001-31970)
    filed June 26, 200910
.2*

Amendment, dated as of June 24, 2009, to the U.S. Guarantee
    and Collateral Agreement, dated as of February 28, 2003,
    among the Company, TRW Automotive Intermediate Holdings Corp.,
    TRW Automotive Inc. (f/k/a TRW Automotive Acquisition Corp.),
    TRW Automotive Finance (Luxembourg) S.à.r.l., each other
    subsidiary of the Company party thereto and JPMorgan Chase Bank,
    N.A. (f/k/a JPMorgan Chase Bank), as collateral 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*


Certification Pursuant to 18 U.S.C. §1350, As Adopted
    Pursuant to §906 of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith 49




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##### Table of Contents



Signatures    TRW Automotive Holdings Corp.
    (Registrant)Date: August 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)  50