##### 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
    April 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(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
  Regulation S-T o o
  Rule 12b-2
 Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




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##### 





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


Financial Statements


1Item 2.


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


23Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


37Item 4.


Controls and Procedures


38PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


39Item 1A.


Risk Factors


39Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


40Item 6.


Exhibits


40Signatures


41EX-10.1EX-10.2EX-31.(A)EX-31.(B)EX-32   i




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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 EndedApril 3,


March 28,2009


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

$
2,390


$
4,144Cost of sales


2,360



3,803Gross profit


30



341Administrative and selling expenses


107



132Amortization of intangible assets


5



9Restructuring charges and fixed asset impairments


24



8Intangible asset impairments


30



Other (income) expense  net


(11
)


4Operating (losses) income


(125
)


188Interest expense  net


41



48Gain on retirement of debt


(34
)


Accounts receivable securitization costs


1



1Equity in losses (earnings) of affiliates, net of tax


1



(7
)(Losses) earnings before income taxes


(134
)


146Income tax (benefit) expense


(5
)


47Net (losses) earnings before noncontrolling interest


(129
)


99Net earnings attributable to noncontrolling interest, net of tax


2



5Net (losses) earnings

$
(131
)

$
94Basic (losses) earnings per share:(Losses) earnings per share

$
(1.30
)

$
0.93Weighted average shares outstanding


101.1



100.8Diluted (losses) earnings per share:(Losses) earnings per share

$
(1.30
)

$
0.92Weighted average shares outstanding


101.1



102.2    1




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##### Table of Contents



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


December 31,2009


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

$
535


$
756Marketable securities






10Accounts receivable  net


1,620



1,570Inventories


630



694Prepaid expenses and other current assets


219



209Total current assets


3,004



3,239Property, plant and equipment  net of accumulated
    depreciation of $2,709 million and $2,653 million,
    respectively


2,370



2,518Goodwill


1,762



1,765Intangible assets  net


339



373Pension asset


824



801Other assets


482



576Total assets

$
8,781


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

$
61


$
66Current portion of long-term debt


62



53Trade accounts payable


1,590



1,793Accrued compensation


226



219Other current liabilities


931



1,033Total current liabilities


2,870



3,164Long-term debt


2,835



2,803Postretirement benefits other than pensions


479



486Pension benefits


736



778Other long-term liabilities


741



773Total liabilities


7,661



8,004Commitments and contingenciesStockholders equity:Preferred stock






Capital stock


1



1Treasury stock






Paid-in-capital


1,203



1,199Accumulated deficit


(509
)


(378
)Accumulated other comprehensive income


295



309Total stockholders equity


990



1,131Noncontrolling interest


130



137Total equity


1,120



1,268Total liabilities and equity

$
8,781


$
9,272    2




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Condensed
    Consolidated Statements of Cash Flows
  Three Months EndedApril 3,


March 28,2009


2008(Unaudited)(Dollars in millions)Operating ActivitiesNet (losses) earnings before noncontrolling interest

$
(129
)

$
99Adjustments to reconcile net (losses) earnings to net cash used
    in operating activities:Depreciation and amortization


117



147Net pension and other postretirement benefits income and
    contributions


(66
)


(54
)Gain on retirement of debt


(34
)


Intangible asset impairment charges


30



Fixed asset impairment charges


4



Net (gains) losses on sales of assets


(4
)


1Other  net


6



(29
)Changes in assets and liabilities, net of effects of businesses
    acquired:Accounts receivable  net


(100
)


(420
)Inventories


45



(58
)Trade accounts payable


(153
)


150Prepaid expense and other assets


57



(15
)Other liabilities


(27
)


64Net cash used in operating activities


(254
)


(115
)Investing ActivitiesCapital expenditures, including other intangible assets


(35
)


(97
)Acquisitions of businesses, net of cash acquired






(40
)Proceeds from sale/leaseback transactions






1Net proceeds from asset sales


4



Net cash used in investing activities


(31
)


(136
)Financing ActivitiesChange in short-term debt


(2
)


14Net proceeds from (repayments on) revolving credit facility


110



(90
)Proceeds from issuance of long-term debt, net of fees


4



4Redemption of long-term debt


(23
)


(43
)Proceeds from exercise of stock options






2Net cash provided by (used in) financing activities


89



(113
)Effect of exchange rate changes on cash


(25
)


31Decrease in cash and cash equivalents


(221
)


(333
)Cash and cash equivalents at beginning of period


756



895Cash and cash equivalents at end of period

$
535


$
562    3




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial Statements
  1.
    Description
    of Business    2.
    Basis of
    Presentation  Form 10-K
        Earnings (Losses) per Share.
  Three Months EndedApril 3,


March 28,2009


2008(In millions)Weighted average shares outstanding


101.1



100.8Effect of dilutive securities






1.4Diluted shares outstanding


101.1



102.2    4




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    Warranties.
    Three Months EndedApril 3,


March 28,2009


2008(Dollars in millions)Beginning balance

$
108


$
140Current period accruals, net of changes in estimates


10



13Used for purposes intended


(17
)


(18
)Effects of foreign currency translation


(1
)


6Ending balance

$
100


$
141   Equity and Comprehensive (Losses) Income.
  Three Months EndedApril 3, 2009


March 28, 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 (losses) income:Net (losses) earnings


(129
)


(131
)


2



99



94



5Foreign currency translation and other


(54
)


(51
)


(3
)


130



125



5Retirement obligations, net of deferred tax


(14
)


(14
)






(6
)


(6
)


Deferred cash flow hedges, net of tax


51



51







(28
)


(28
)


Comprehensive (losses) income


(146
)


(145
)


(1
)


195



185



10Dividends paid


(6
)






(6
)










Share-based compensation expense


4



4







6



6



SFAS No. 158 impact of change in measurement date














3



3



Ending balance of equity

$
1,120


$
990


$
130


$
3,530


$
3,386


$
144   Recently Issued Accounting Pronouncements.
 5




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    FAS 107-1 28-1, FAS 115-2 FAS 124-2, FAS 157-4, FAS 107-1 28-1 FAS 115-2 FAS 124-2 FAS 115-2 FAS 124-2 FAS 157-4 FAS 157-4
  3.
    Inventories    As ofApril 3,


December 31,2009


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

$
320


$
348Raw materials and supplies


310



346Total inventories

$
630


$
694   4.
    Goodwill
    and Intangible Assets  Goodwill
   6




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##### Table of Contents



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






(3
)










(3
)Balance as of April 3, 2009

$
800


$
539


$



$
423


$
1,762   Intangible
    assets
    As of April 3, 2009


As of 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


$
(17
)

$
50


$
67


$
(14
)

$
53Developed technology and other intangible assets


89



(63
)


26



88



(61
)


27Total


156


$
(80
)


76



155


$
(75
)


80Indefinite-lived intangible assets:Trademarks


263







263



293







293Total

$
419






$
339


$
448






$
373       Years Ended December 31,(Dollars in millions)2009

$
212010


212011


132012


112013


10    7




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  5.
    Other
    (Income) Expense  Net    Three Months EndedApril 3,


March 28,2009


2008(Dollars in millions)Provision for bad debts

$
4


$
3Net (gains) losses on sales of assets


(4
)


1Foreign currency exchange losses






9Royalty and grant income


(10
)


(7
)Miscellaneous other income


(1
)


(2
)Other (income) expense  net

$
(11
)

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




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    7.
    Income
    Taxes        8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions  Pension
    Plans
    Three Months EndedApril 3,


March 28,2009


2008Rest of








Rest ofU.S.


U.K.


World


U.S.


U.K.


World(Dollars in millions)Service cost

$
4


$
4


$
4


$
4


$
9


$
5Interest cost on projected benefit obligations


16



56



9



16



78



11Expected return on plan assets


(21
)


(77
)


(4
)


(21
)


(103
)


(5
)Amortization


(2
)


(6
)






(3
)






Net pension (income) cost

$
(3
)

$
(23
)

$
9


$
(4
)

$
(16
)

$
11  9




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  Postretirement
    Benefits Other Than Pensions (OPEB)
    Three Months EndedApril 3,


March 28,2009


2008(Dollars in millions)Service cost

$



$
1Interest cost on projected benefit obligations


8



9Amortization


(7
)


(5
)Settlements






(1
)Net postretirement benefit cost

$
1


$
4     9.
    Financial
    Instruments    Level 1(*)


Level 2(*)


Level 3(*)


Total(Dollars in millions)Foreign currency forward contracts:Current assets

$



$
1


$



$
1Current liabilities










(123
)


(123
)Long-term liabilities










(16
)


(16
)Commodity swap contracts  current liability










(1
)


(1
)Interest rate swap contracts  long-term liability










(7
)


(7
)     (*)
    
    Level 1.  The Company utilizes the market
    approach to determine the fair value of its assets and
    liabilities under Level 1 of the fair value hierarchy. The
    market approach pertains to transactions in active markets
    involving identical or comparable assets or liabilities.Level 2.  The fair values determined
    through Level 2 of the fair value hierarchy are derived
    principally from or corroborated by observable market data.
    Inputs include quoted prices for similar assets, liabilities
    (risk adjusted) and market-corroborated inputs, such as market
    comparables, interest rates, yield curves and other items that
    allow value to be determined.Level 3.  The fair values determined
    through Level 3 of the fair value hierarchy are derived
    principally from unobservable inputs from the Companys own
    assumptions about market risk, developed based on the best
    information available, subject to cost-benefit analysis, and may
    include the Companys own data. When there are no
    observable comparables, inputs used to determine value are
    derived from Company-specific inputs, such as projected
    financial data and the Companys own views about the
    assumptions that market participants would use.    Foreign Currency Forward Contracts:
 10




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  Commodity Swap Contracts:
  Interest Rate Swap Contracts:
    Changes
    in Level 3 Recurring Fair Value Measurements
    Fair Value Measurements using Significant Unobservable
    Inputs


ChangeJanuary 1,


Total Realized/


Purchases,


Transfers


April 3,


in Unrealized2009


Unrealized


Issuances,


into / out of


2009


Gains andFor the Three Months Ended April 3, 2009

Fair Value


Gains / (Losses)(*)


Settlements, Net


Level 3


Fair Value


(Losses)(*)(Dollars in millions)Foreign currency forward contracts

$



$



$



$
(139
)

$
(139
)

$
Commodity swap contracts














(1
)


(1
)


Interest rate swap contracts














(7
)


(7
)


     (*)
    
    Unrealized gains (losses) on foreign currency forward contracts
    are recorded in the line item Deferred Cash Flow
    Hedges in Accumulated Other Comprehensive Income. Realized
    gains (losses) are recognized either in sales or cost of sales,
    depending on the nature of the underlying cash flow hedge.    Items Measured
    at Fair Value on a Nonrecurring Basis
   11




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
      10.
    Derivative
    Instruments and Hedging Activities    Cash Flow Hedges.
    Fair Value Hedges.
  Derivative Instruments.
  Assets


LiabilitiesBalance Sheet

Fair


Balance Sheet

FairLocation

Value


Location

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

Other assets

$



Other long-term liabilities

$
7Foreign exchange contracts

Other current assets


3


Other current assets


2Other current liabilities


6


Other current liabilities


87Other long-term liabilities


2


Other long-term liabilities


17Commodity contracts

Other current assets





Other current liabilities


1Total derivatives designated as hedging instruments




11





114Derivatives not designated as hedging instruments Foreign
    exchange contracts

Other current liabilities


9


Other current liabilities


51Other long-term liabilities


1


Other long-term liabilities


2Total derivatives not designated as hedging instruments




10





53Total derivatives



$
21




$
167  12




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
        Cash Flow
    Hedges:
  Gain (Loss) Reclass from


Gain (Loss) Recognized in IncomeGain (Loss)


Accumulated OCI into Income


(Ineffective Portion and Amount ExcludedRecognized in OCI


(Effective Portion)


from Effectiveness Testing)Derivatives

(Effective Portion)


Location

Amount


Location

Amount(1)(Dollars in millions)Interest rate contracts

$
(1
)

Interest income (expense)

$
(1
)

Other income (expense)

$
Foreign currency exchange contracts


(7
)

Sales


(37
)

Other income (expense)


(1
)Cost of Sales


(6
)Other income (expense)


2Commodity contracts


1


Cost of Sales


(1
)

Other income (expense)


Total

$
(7
)



$
(43
)



$
(1
)   Undesignated
    Derivatives:
  Gain (Loss) Recognizedin Income on DerivativesDerivatives

Location

Amount(Dollars in millions)Foreign currency exchange contracts

Other income (expense)

$
(2
)Total



$
(2
)     (1)
    
    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 three months ended
    April 3, 2009.  Credit-Risk-Related
    Contingent Features
   13




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    11.
    Debt    As ofApril 3,


December 31,2009


2008(Dollars in millions)Short-term debt

$
61


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

$
1,409


$
1,471Term loan facilities


1,091



1,093Revolving credit facility


310



200Capitalized leases


45



47Other borrowings


42



45Total long-term debt


2,897



2,856Less current portion


62



53Long-term debt, net of current portion

$
2,835


$
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,
 14




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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.
      Other
    Borrowings
   15




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  12.
    Restructuring
    Charges and Asset Impairments    Three Months EndedApril 3,


March 28,2009


2008(Dollars in millions)Severance and other charges

$
20


$
4Asset impairments related to restructuring activities






Total restructuring charges


20



4Other fixed asset impairments


4



4Intangible asset impairments


30



Total restructuring charges and asset impairments

$
54


$
8     Chassis
    Systems
      Occupant
    Safety Systems
      Automotive
    Components
       16




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  Electronics
    Corporate
      Restructuring
    Reserves
    Three Months EndedApril 3,


March 28,2009


2008(Dollars in millions)Beginning balance

$
32


$
34Current period accruals, net of changes in estimates


13



4Purchase price allocation






1Used for purposes intended


(19
)


(10
)Effects of foreign currency translation


1



(1
)Ending balance

$
27


$
28     No. 95-3,
  13.
    Capital
    Stock      14.
    Share-Based
    Compensation  8-year
 17




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
      10-year 8-year
    Three Months EndedApril 3,


March 28,2009


2008(Dollars in millions)Stock options

$
2


$
3Restricted stock units


2



3Total share-based compensation expense

$
4


$
6   15.
    Related
    Party Transactions  Blackstone.
  Core Trust Purchasing Group.
 18




---



##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  16.
    Operating
    Segments      Three Months EndedApril 3,


March 28,2009


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

$
1,405


$
2,274Occupant Safety Systems


599



1,087Automotive Components


268



528Electronics


118



255Total sales to external customers

$
2,390


$
4,144Intersegment sales:Chassis Systems

$
5


$
13Occupant Safety Systems


6



12Automotive Components


6



14Electronics


55



88Total intersegment sales

$
72


$
127Total segment sales:Chassis Systems

$
1,410


$
2,287Occupant Safety Systems


605



1,099Automotive Components


274



542Electronics


173



343Total segment sales

$
2,462


$
4,271(Losses) earnings before taxes, including noncontrolling
    interest:Chassis Systems

$
(49
)

$
63Occupant Safety Systems


(21
)


84Automotive Components


(38
)


28Electronics


(5
)


43Segment (losses) earnings before taxes


(113
)


218Corporate expense and other


(15
)


(28
)Finance costs


(42
)


(49
)Gain on retirement of debt


34



Net earnings attributable to noncontrolling interest, net of tax


2



5(Losses) earnings before income taxes and noncontrolling
    interest, net of tax

$
(134
)

$
146   19




---



##### Table of Contents



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


2007(Dollars in millions)Sales to external customers:Chassis Systems

$
8,505


$
7,750Occupant Safety Systems


3,782



3,974Automotive Components


1,837



1,991Electronics


871



987Total sales to external customers

$
14,995


$
14,702Intersegment sales:Chassis Systems

$
40


$
53Occupant Safety Systems


41



47Automotive Components


52



44Electronics


313



308Total intersegment sales

$
446


$
452Total segment sales:Chassis Systems

$
8,545


$
7,803Occupant Safety Systems


3,823



4,021Automotive Components


1,889



2,035Electronics


1,184



1,295Total segment sales

$
15,441


$
15,154(Losses) earnings before taxes, including noncontrolling
    interest:Chassis Systems

$
144


$
232Occupant Safety Systems


(42
)


329Automotive Components


(592
)


82Electronics


111



168Segment (losses) earnings before taxes


(379
)


811Corporate expense and other


(90
)


(178
)Finance costs


(184
)


(233
)Loss on retirement of debt






(155
)Net earnings attributable to noncontrolling interest, net of tax


15



19(Losses) earnings before income taxes and noncontrolling
    interest, net of tax

$
(638
)

$
264Capital expenditures:Chassis Systems

$
214


$
257Occupant Safety Systems


149



137Automotive Components


54



51Electronics


50



55Corporate


15



13$
482


$
513Depreciation and amortization:Chassis Systems

$
288


$
273Occupant Safety Systems


125



127Automotive Components


96



99Electronics


62



53Corporate


5



5$
576


$
557   20




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  As of December 31,2008


2007(Dollars in millions)Segment assets:Chassis Systems

$
3,729


$
4,242Occupant Safety Systems


2,734



3,180Automotive Components


842



1,750Electronics


374



364Segment assets


7,679



9,536Corporate assets


1,418



2,439Segment and corporate assets


9,097



11,975Deferred tax assets


175



315Total assets

$
9,272


$
12,290   17.
    Contingencies      and/or
 21




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##### Table of Contents



TRW
    Automotive Holdings Corp.
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
        18.
    Subsequent
    Events     22




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K Form 10-Q
  EXECUTIVE
    OVERVIEW
  Our
    Business
      Financial
    Results
       23




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##### Table of Contents



Recent
    Trends and Market Conditions
    General
    Economic Factors:
    Production
    Levels:
      Product
    Mix:
    OEM and
    Supplier Restructuring Actions:
   24




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##### Table of Contents



and/or
  Inflation
    and Pricing Pressure:
      Foreign
    Currencies:
    Strategic
    Initiatives in Response to Industry Trends
   25




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##### Table of Contents



Our
    Debt and Capital Structure
      1 4 3 8
  3 8
 26




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##### Table of Contents



Trademark
    Impairment
    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  27




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##### Table of Contents



RESULTS
    OF OPERATIONS
    Total
    Company Results of Operations
  Consolidated
    Statements of Operations
    For the Three Months Ended April 3, 2009 and March 28,
    2008
    (Unaudited)
  Three Months Ended


VarianceApril 3,


March 28,


Increase2009


2008


(Decrease)(Dollars in millions)Sales

$
2,390


$
4,144


$
(1,754
)Cost of sales


2,360



3,803



(1,443
)Gross profit


30



341



(311
)Administrative and selling expenses


107



132



(25
)Amortization of intangible assets


5



9



(4
)Restructuring charges and fixed asset impairments


24



8



16Intangible asset impairments


30







30Other (income) expense  net


(11
)


4



(15
)Operating (losses) income


(125
)


188



(313
)Interest expense  net


41



48



(7
)Gain on retirement of debt


(34
)






(34
)Accounts receivable securitization costs


1



1



Equity in losses (earnings) of affiliates, net of tax


1



(7
)


8(Losses) earnings before income taxes


(134
)


146



(280
)Income tax (benefit) expense


(5
)


47



(52
)Net (losses) earnings before noncontrolling interest


(129
)


99



(228
)Net earnings attributable to noncontrolling interest, net of tax


2



5



(3
)Net (losses) earnings

$
(131
)

$
94


$
(225
)   Three
    Months Ended April 3, 2009 Compared to Three Months Ended
    March 28, 2008
  Sales
  Gross profit
  Administrative and selling expenses
 28




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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
  Income tax benefit
 29




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##### Table of Contents



Segment
    Results of Operations
  Three Months EndedApril 3,


March 28,2009


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

$
1,410


$
2,287Occupant Safety Systems


605



1,099Automotive Components


274



542Electronics


173



343Intersegment elimination


(72
)


(127
)$
2,390


$
4,144(Losses) earnings before taxes, including noncontrolling
    interest:Chassis Systems

$
(49
)

$
63Occupant Safety Systems


(21
)


84Automotive Components


(38
)


28Electronics


(5
)


43Segment (losses) earnings before taxes


(113
)


218Corporate expense and other


(15
)


(28
)Financing costs


(42
)


(49
)Gain on retirement of debt


34



Net earnings attributable to noncontrolling interest, net of tax


2



5(Losses) earnings before taxes and noncontrolling interest, net
    of tax

$
(134
)

$
146   Chassis
    Systems
  Three
    Months Ended April 3, 2009 Compared to Three Months Ended
    March 28, 2008
  Three Months Ended


VarianceApril 3,


March 28,


Increase2009


2008


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

$
1,410


$
2,287


$
(877
)(Losses) earnings before taxes


(49
)


63



(112
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


11



7



4   Sales, including intersegment sales
  Earnings before taxes
   30




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##### Table of Contents



Occupant
    Safety Systems
  Three
    Months Ended April 3, 2009 Compared to Three Months Ended
    March 28, 2008
  Three Months Ended


VarianceApril 3,


March 28,


Increase2009


2008


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

$
605


$
1,099


$
(494
)(Losses) earnings before taxes


(21
)


84



(105
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


4



1



3   Sales, including intersegment sales
  Earnings before taxes
    Automotive
    Components
  Three
    Months Ended April 3, 2009 Compared to Three Months Ended
    March 28, 2008
  Three Months Ended


VarianceApril 3,


March 28,


Increase2009


2008


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

$
274


$
542


$
(268
)(Losses) earnings before taxes


(38
)


28



(66
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


7







7   Sales, including intersegment sales
  Earnings before taxes
 31




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##### Table of Contents



Electronics
  Three
    Months Ended April 3, 2009 Compared to Three Months Ended
    March 28, 2008
  Three Months Ended


VarianceApril 3,


March 28,


Increase2009


2008


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

$
173


$
343


$
(170
)(Losses) earnings before taxes


(5
)


43



(48
)Restructuring charges and asset impairments included in (losses)
    earnings before taxes


1







1   Sales, including intersegment sales
  Earnings before taxes
    Liquidity
    and Capital Resources
     32




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##### Table of Contents



Cash
    Flows
  Operating Activities.
  
    The deterioration of our results of operations during the first
    quarter of 2009, as compared to the first quarter of 2008, which
    was primarily caused by reduced production volumes in North
    America and Europe.
    In general, working capital requirements increase during the
    first quarter of the year as production resumes after year end
    shutdown periods. However, as a result of the low production
    volumes during the first quarter of 2009 as compared to
    significantly higher production volumes experienced during the
    first quarter of 2008, our working capital requirement for the
    first quarter of 2009 resulted in a cash outflow of
    $208 million compared to a cash outflow of
    $328 million in the first quarter of 2008, a decrease of
    $120 million. The decrease in the working capital
    requirement was driven by the improved management of inventory
    levels, representing $103 million of the total decrease,
    and the factoring of $37 million of receivables during
    2009, offset by changes in the timing of payments and receipts
    of cash on payables and receivables, respectively.
    Restructuring and severance for the first quarter of 2009
    resulted in a cash outflow of $13 million compared to a
    cash outflow of $4 million in the first quarter of 2008, an
    increase of $9 million.  Investing Activities.
      Financing Activities. 3 4 1 4
  Debt and
    Commitments
  Sources of Liquidity.
   33




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##### Table of Contents



Debt Repurchases. 3 8
 34




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##### Table of Contents



Credit Ratings. Form 10-K
  Senior Secured Credit Facilities.
  Debt Covenants.
  Interest Rate Swap Agreements
  Contractual
    Obligations and Commitments
      Other Commitments. and/or
    Off-Balance
    Sheet Arrangements
   35




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##### Table of Contents



Other
    Receivables Facilities
      CONTINGENCIES
    AND ENVIRONMENTAL MATTERS
    RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    OUTLOOK
           36




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##### 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   37




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##### Table of Contents



Foreign Currency Exchange Rate 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 $

$
(112
)

$
112



Fair value Short US $

$
104


$
(104
)


Fair valueDebt** Foreign currency denominated

$
(47
)

$
47



Fair valueInterest Rate Sensitivity:Debt Fixed rate

$
55


$
(63
)


Fair value Variable rate

$
(3
)

$
3



Cash flowSwaps Pay fixed/receive variable

$



$




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.
 38




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##### 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
  The
    financial condition of OEMs, particularly the Detroit Three, may
    adversely affect our results and financial condition and the
    viability of our supply base.
     39




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##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  (c)
    Issuer
    repurchases    Item 6.
    Exhibits
    (including those incorporated by reference)  ExhibitNumber

Exhibit Name3.1


Amended and Restated Certificate of Incorporation of TRW
    Automotive Holdings Corp. (Incorporated by reference to
    Exhibit 3.1 to the Annual Report on
    Form 10-K
    of TRW Automotive Holdings Corp. (File
    No. 001-31970)
    for the fiscal year ended December 31, 2003)3.2


Third Amended and Restated By-Laws of TRW Automotive Holdings
    Corp. (Incorporated by reference to Exhibit 3.2 to the
    Current Report on
    Form 8-K
    of TRW Automotive Holdings Corp. (File
    No. 001-31970)
    filed November 17, 2004)10.1*


Sixth Amendment to Employment Agreement, dated as of
    February 18, 2009, between TRW Automotive Inc. and Neil E.
    Marchuk10.2*


First Amendment to Amended & Restated TRW Automotive
    Holdings Corp. 2003 Stock Incentive Plan, dated as of
    February 18, 200931(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 40




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##### Table of Contents



Signatures        By:
    /s/  JOSEPH
    S. CANTIE   Executive Vice President and
    Chief Financial Officer
 (On behalf of the Registrant and as Principal Financial
    Officer)
   41