10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For 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
(734) 855-2600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

As of July 2, 2010, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Common Stock, $0.01 par value per share, held by non-affiliates of the registrant was approximately $2.2 billion based on the closing sale price of the registrant’s Common Stock as reported on the New York Stock Exchange on that date. As of February 9, 2011, the number of shares outstanding of the registrant’s Common Stock was 122,540,732.

Documents Incorporated by Reference

Certain portions, as expressly described in this report, of the Registrant’s Proxy Statement for the 2011 Annual Meeting of the Stockholders, to be filed within 120 days of December 31, 2010, are incorporated by reference into Part III, Items 10-14.

TRW Automotive Holdings Corp.

Index

			Page
PART I
	Item 1.	Business		1
	Item 1A.	Risk Factors		11
	Item 1B.	Unresolved Staff Comments		16
	Item 2.	Properties		16
	Item 3.	Legal Proceedings		17
	Item 4.	(Removed and reserved)		17
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
	Item 6.	Selected Financial Data		21
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		40
	Item 8.	Financial Statements and Supplementary Data		42
		Reports of Independent Registered Public Accounting Firm		89
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		91
	Item 9A.	Control and Procedures		91
	Item 9B.	Other Information		91
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		91
	Item 11.	Executive Compensation		91
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		91
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		91
	Item 14.	Principal Accounting Fees and Services		91
PART IV
	Item 15.	Exhibits, Financial Statement Schedules		93
Signatures				100
EX-10.13.D
EX-10.13.G
EX-10.17
EX-10.19
EX-10.24.F
EX-10.24.L
EX-21.1
EX-23.1
EX-31.A
EX-31.B
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I

Item 1.   Business

The Company

TRW Automotive Holdings Corp. (together with its subsidiaries, “we,” “our,” “us,” “TRW Automotive” or the “Company”) is among the world’s largest and most diversified suppliers of automotive systems, modules and components to global automotive original equipment manufacturers (“OEMs”) and related aftermarkets. We conduct substantially all of our operations through subsidiaries. These operations primarily encompass the design, manufacture and sale of active and passive safety related products. Active safety related products principally refer to vehicle dynamic controls (primarily braking and steering), and passive safety related products principally refer to occupant restraints (primarily airbags and seat belts) and safety electronics (electronic control units and crash and occupant weight sensors). We operate our business along four segments: Chassis Systems, Occupant Safety Systems, Electronics and Automotive Components. We are primarily a “Tier 1” original equipment supplier, with approximately 85% of our end-customer sales in 2010 made to major OEMs. Of our 2010 sales, approximately 51% were in Europe, 30% were in North America, 14% were in Asia, and 5% were in the rest of the world.

History.  The Company is a Delaware corporation formed in 2002; however, its business history stretches back to the turn of the twentieth century to a company that eventually became Thompson Products, Inc. which invented the two piece engine valve. In 1958, the Ramo-Wooldridge Corporation merged into Thompson Products, Inc. and after a period of time, the Company’s name was shortened to TRW Inc. In 1999, TRW Inc. completed its acquisition of LucasVarity plc that significantly expanded its automotive product offerings and positioned the company as a major supplier of both active and passive safety systems products. In 2002, TRW Inc. was acquired by Northrop Grumman Corporation (“Northrop”) and in February 2003, Northrop sold the former TRW Inc.’s automotive operations to an indirect wholly-owned subsidiary of the Company. In 2004, the Company completed an initial public offering and its common stock is traded on the New York Stock Exchange under the ticker symbol TRW.

Business Developments and Industry Trends

References in this Annual Report on Form 10-K (this “Report”) to our being a leading supplier and other similar statements as to our relative market position are based principally on calculations we have made. These calculations are based on information we have collected, including company and industry sales data obtained from internal and available external sources, as well as our estimates. In addition to such quantitative data, our statements are based on other competitive factors such as our technological capabilities, the breadth of our product offerings, our research and development efforts and innovations and the quality of our products and services, in each case relative to that of our competitors in the markets we address.

The statements regarding industry outlook, trends, the future development of certain automotive systems and other non-historical statements contained in this section are forward-looking statements as that term is defined by the federal securities laws.

Business Development and Strategy.  We have become a leader in the global automotive supply industry by capitalizing on the strength of our products, technological capabilities and systems integration skills. Notwithstanding the economic downturn experienced in 2008 and 2009, over the last decade, we have experienced sales growth in many of our product lines due to an increasing focus by both governments and consumers on safety and fuel efficiency. We believe that such focus is continuing as evidenced by ongoing regulatory activities and uncertainty over fluctuating fuel costs as well as advances in the electrification of vehicles. We believe that this will help drive growth in the most recent generation of our advanced safety and fuel efficient products. Such advanced products include vehicle stability control systems, brake controls for regenerative brake systems, electric park brake and electrically assisted power steering systems, curtain and side airbags, occupant sensing systems, front and side crash sensors, vehicle rollover sensors, and tire pressure monitoring systems, active cruise control systems and lane keeping/lane departure warning systems.

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Throughout our long history as a leading supplier to major OEMs, we have focused on products for which we have a technological advantage. We have extensive technical experience in a focused range of safety-related product lines and strong systems integration skills. These traits enable us to provide comprehensive, systems-based solutions for our OEM customers. We have a broad and established global presence and sell to major OEMs across the world’s major vehicle producing regions, including the expanding Chinese and Brazilian markets. We believe our business diversification mitigates our exposure to the risks of any one geographic economy, product line or major customer concentration. It also enables us to extend our portfolio of products and new technologies across our customer base and geographic regions, and provides us the necessary scale to optimize our cost structure.

The Automotive Industry Climate.  After several years of relative stability, the global economic downturn that began in the second half of 2008 had a significant negative impact on the automotive industry. After struggling through several months of significant distress, during the second quarter of 2009, the automotive industry began a slow recovery that continued through 2010. While industry conditions have improved, they remain below those experienced prior to the start of the economic downturn. The primary trends and conditions impacting our business in 2010, many of which we expect to continue in the near term, include:

General Economic Conditions:

•  Overall, the automotive industry experienced a modest recovery due to a general improvement in economic conditions and consumer demand.

Production Levels:

•  Global vehicle production continued a positive trend and was substantially higher compared with 2009. However, production levels in 2010 were still below levels experienced prior to the start of the economic downturn in 2008.

•  In Europe, vehicle production was higher than anticipated, largely due to increased exports, restocking of depleted inventory levels, and to a lesser degree, the continued European automobile scrappage programs during the first half of the year.

•  In North America, the automobile market experienced significantly higher production levels compared with 2009. This improvement was primarily attributable to increased consumer demand resulting from improved consumer sentiment and pent-up demand for durable goods.

•  Production in other regions, primarily China and Brazil, increased considerably due to increased consumer demand.

Product Mix:

•  Product mix continued to be influenced by a variety of factors. In 2010, Europe experienced an increase in demand for larger luxury vehicles due to pent up demand in the region and demand in Asia, as compared to smaller, more fuel efficient vehicles produced in 2009 as a result of the scrappage programs. In North America, product mix has been more correlated to short-term fluctuations in the price of gasoline.

Supply Base:

•  Automotive suppliers implemented varying levels of operational and financial restructuring actions during 2009 and 2010 with the primary focus on better aligning their cost structures with production levels as well as strengthening their financial positions and liquidity.

•  The economic viability of our Tier 2 and Tier 3 supply base, and their ability to handle increased working capital requirements and potential inflationary pressures associated with rising production, continues to be monitored.

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Pricing Pressure and Inflation:

•  Pressure from OEMs to reduce prices continues to impact the automotive supply industry.

•  Commodity pricing volatility continues to be a factor for our business. During 2010, our operating results were negatively impacted by the rising cost of certain commodities essential to our business.

Foreign Currencies:

•  Changes in foreign currency exchange rates continue to affect the relative competitiveness of manufacturing operations in different geographic regions and the relative attractiveness of different geographic markets.

These developments and trends are discussed in more detail in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In addition, the following are significant characteristics of the automotive and automotive supply industries.

Consumer and Regulatory Focus on Safety:

•  Consumers, and therefore OEMs, are increasingly focused on, and governments are increasingly requiring, improved safety in vehicles. For example:

—  The Alliance of Automobile Manufacturers and the Insurance Institute for Highway Safety announced voluntary performance criteria which encompass a wide range of occupant protection technologies and designs, including enhanced matching of vehicle front structural components and enhanced side-impact protection through the use of features such as side airbags, airbag curtains and revised side-impact structures. By September 2009, all of the vehicles offered in the United States by participating manufacturers were required to meet the front-to-side performance criteria.

—  In November 2008, the National Highway Traffic Safety Administration (“NHTSA”) finalized a rule requiring standard fitment of electronic stability control (“ESC”) on all North American vehicles under 10,000 lbs. gross vehicle weight. The rule included a phase-in plan, with ESC to have been fitted on 55% of new vehicle production by September 2009, 75% to be fitted by September 2010, 95% by September 2011 and on all vehicles thereafter. Similarly, European braking regulations were enacted which require ESC on heavy commercial trucks by 2010 and on all cars sold in Europe by 2012.

—  Over the last few years, automobile safety regulations in Brazil have increased significantly. Brazil’s government is mandating the use of driver and passenger airbags and anti-lock braking systems for all vehicles sold in the Brazilian market by 2014.

•  Advances in technology by us and others have led to a number of innovations in our product portfolio, which will allow us to benefit from the ongoing focus on safety in vehicles. Such innovations include rollover sensing and curtain and side airbag systems, occupant sensing systems, ESC systems and tire pressure monitoring systems.

Consumer and Regulatory Focus on Fuel Efficiency and Greenhouse Gas Emissions:

•  Consumers, and therefore OEMs, are increasingly focused on, and governments are increasingly requiring, improved fuel efficiency and reduced greenhouse gas emissions in vehicles. For example:

—  In 2010, the U.S. Environmental Protection Agency (the “EPA”) and NHTSA jointly approved a rule establishing new standards for model year 2012 through 2016 passenger cars, light-duty trucks and medium-duty passenger vehicles to reduce greenhouse gas emissions and improve fuel economy. These standards require those vehicles to meet a specified average emission level in model year 2016 equivalent to 35.5 miles per gallon, if achieved exclusively through fuel economy improvements. These standards include miles per gallon requirements under NHTSA’s Corporate Average Fuel Economy Standards (“CAFE”) program which was established in 2007.

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—  In 2009, the European Parliament and the Council of the European Union adopted regulations to reduce the average CO₂ emissions of all new passenger cars sold in Europe by 19% to 130 grams per kilometer by 2015; and in October 2009, the European Commission proposed reduced CO₂ emission limits for light trucks and vans of 175 grams per kilometer by 2016, with further reductions that may be required by 2020.

•  The desire to lessen environmental impacts and reduce oil dependence is spurring interest in green technologies and alternative fuels. As such, there is an increased focus on production of hybrid and electric vehicles because of their fuel efficiency, and developing ethanol, hydrogen, natural gas and other clean burning fuel sources for vehicles.

•  Advances in technology by us and others have led to a number of innovations in our product portfolio, which will allow us to benefit from the ongoing focus on fuel efficiency and CO₂ emissions. Such innovations include electric and electro-hydraulic power steering systems, brake controls for regenerative braking systems, efficient HVAC control systems and advanced-material/heat-resistant engine valves.

Globalization of Suppliers:

•  To serve multiple markets more cost effectively, many OEMs are manufacturing global vehicle platforms, which typically are designed in one location but are produced and sold in many different geographic markets around the world. Having operations in the geographic markets in which OEMs produce global platforms enables suppliers to meet OEMs’ needs more economically and efficiently. This global coverage is a source of significant competitive advantage for those suppliers who have it.

Increased Electronic Content and Electronics Integration:

•  The electronic content of vehicles has increased in recent years. Consumer and regulatory requirements in Europe and the United States for improved automotive safety and environmental performance, as well as consumer demand for increased vehicle performance and functionality at lower cost, largely drive the increase in electronic content. Electronics integration generally refers to replacing mechanical with electronic components and integration of mechanical and electrical functions within the vehicle. This allows OEMs to achieve a reduction in the weight of vehicles and the number of mechanical parts, resulting in easier assembly, enhanced fuel economy, improved emissions control, increased safety and better vehicle performance. As consumers seek more competitively-priced ride and handling performance, safety, security and convenience options in vehicles, such as electronic stability control, electrically powered steering, active cruise control, airbags, keyless entry and tire pressure monitoring, we believe that electronic content per vehicle will continue to increase.

Emphasis on Speed to Market:

•  As OEMs are under increasing pressure to adjust to changing consumer preferences and to incorporate technological advances, they are shortening product development times. Shorter product development times also generally reduce product development costs. We believe suppliers that are able to deliver new products to OEMs in a timely fashion to accommodate the OEMs’ needs will be well-positioned to succeed in this evolving marketplace.

Competition

The automotive supply industry is extremely competitive. OEMs rigorously evaluate us and other suppliers based on many criteria such as quality, price/cost competitiveness, system and product performance, reliability and timeliness of delivery, new product and technology development capability, excellence and flexibility in operations, degree of global and local presence, effectiveness of customer service and overall management capability. We believe we compete effectively with other leading automotive suppliers on all of these criteria. For example, we follow manufacturing practices designed to improve efficiency and quality, including but not limited to, one-piece-flow machining and assembly, and just-in-time scheduling of our manufacturing plants, all of which enable us to manage inventory so that we can deliver quality components and systems to our customers in the quantities and at

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the times ordered. Our resulting quality and delivery performance, as measured by our customers, generally meets or exceeds their expectations.

Additionally, due to the recent general economic and automotive industry downturns, we believe OEMs will remain focused on the financial strength and viability of their supply base. We believe that such scrutiny of suppliers may result in further contraction in the supply base and could force combinations of some suppliers. We feel that this will provide us with the opportunity to win additional business.

Within each of our product segments, we face significant competition. Our principal competitors include Advics, Bosch, Continental-Teves, JTEKT and ZF in the Chassis Systems segment; Autoliv and Takata in the Occupant Safety Systems segment; Autoliv, Bosch, Continental-Teves and Nippondenso in the Electronics segment; and Delphi, Eaton, ITW, Kostal, Nifco, Raymond, Tokai Rika and Valeo in the Automotive Components segment.

Sales and Products by Segment

Sales.  The following table provides external sales for each of our segments:

	Years Ended December 31,
	2010					2009					2008
	Sales		%			Sales		%			Sales		%
	(Dollars in millions)
Chassis Systems	$	8,524		59.3	%	$	6,819		58.7	%	$	8,505		56.7	%
Occupant Safety Systems		3,441		23.9	%		2,893		24.9	%		3,782		25.2	%
Electronics		777		5.4	%		588		5.1	%		871		5.8	%
Automotive Components		1,641		11.4	%		1,314		11.3	%		1,837		12.3	%
Total Sales	$	14,383		100.0	%	$	11,614		100.0	%	$	14,995		100.0	%

See “Results of Operations — Segment Results of Operations” under “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 18 to our consolidated financial statements included under Item 8 of this Report for further information on our segments.

Products.  The following tables describe the principal product lines by segment, in order of 2010 sales levels:

Chassis Systems

Product Line	Description
Steering Gears and Systems	Electrically assisted power steering systems (column-drive and rack-drive types), electrically powered hydraulic steering systems, hydraulic power and manual rack and pinion steering gears, hydraulic steering pumps, fully integral commercial steering systems, commercial steering columns and pumps
Foundation Brakes	Front and rear disc brake calipers, drum brake and drum-in-hat parking brake assemblies, rotors, drums, electric park brake systems
Modules	Brake modules, corner modules, pedal box modules, strut modules, front cross-member modules, rear axle modules
Brake Controls	Four-wheel Anti-Lock Braking Systems, electronic vehicle stability control systems, actuation boosters and master cylinders, electronically controlled actuation, brake controls for regenerative brake systems
Linkage and Suspension	Forged steel and aluminum control arms, suspension ball joints, rack and pinion linkage assemblies, conventional linkages, commercial steering linkages and suspension ball joints

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Our Chassis Systems segment focuses on the design, manufacture and sale of product lines relating to steering, foundation brakes, modules, brake control, and linkage and suspension. We sell our Chassis Systems products primarily to OEMs and other Tier 1 suppliers. We also sell these products to OEM service organizations and in the independent aftermarket, through a licensee in North America, and to independent distributors in the rest of the world. We believe our Chassis Systems segment is well-positioned to capitalize on growth trends toward (1) increasing active safety systems, particularly in the areas of electric steering, electronic vehicle stability control and other advanced braking systems and integrated vehicle control systems; (2) increasing electronic content per vehicle; (3) integration of active and passive safety systems and (4) improving fuel economy and reducing CO₂ emissions.

Occupant Safety Systems

Product Line	Description
Airbags	Driver airbag modules, passenger airbag modules, side airbag modules, curtain airbag modules, knee airbag modules, single and dual stage airbag inflators
Seat Belts	Retractor and buckle assemblies, pretensioning systems, height adjusters, active control retractor systems
Steering Wheels	Full range of steering wheels from base designs to leather, wood and heated designs, including multifunctional switches and integral airbag modules

Our Occupant Safety Systems segment focuses on the design, manufacture and sale of airbags, seat belts, steering wheels and occupant restraint systems. We sell our Occupant Safety Systems products primarily to OEMs and other Tier 1 suppliers. We also sell these products to OEM service organizations. We believe our Occupant Safety Systems segment is well-positioned to capitalize on growth trends toward (1) increasing passive safety systems, particularly in the areas of side, curtain and knee airbag systems, and active seat belt pretensioning and retractor systems; (2) increasing electronic content per vehicle; and (3) integration of active and passive safety systems.

Electronics

Product Line	Description
Safety Electronics	Front and side crash sensors, vehicle rollover sensors, airbag diagnostic modules, weight sensing systems for occupant detection
Radio Frequency Electronics	Remote keyless entry systems, passive entry systems, advanced theft deterrent systems, direct tire pressure monitoring systems
Chassis 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 modules
Powertrain Electronics	Electronic control units for medium- and heavy-duty diesel-powered engines
Driver Assist Systems	Active cruise control systems, lane keeping/lane departure warning systems

Our Electronics segment focuses on the design, manufacture and sale of electronics components and systems in the areas of safety, Radio Frequency (“RF”), chassis, driver assistance and powertrain. We sell our Electronics products primarily to OEMs and to our Chassis Systems segment (braking and steering applications). We also sell these products to OEM service organizations. We believe our Electronics segment is well-positioned to capitalize on growth trends toward (1) increasing electronic content per vehicle; (2) increasing active safety systems, particularly in the areas of electric steering, electronic vehicle stability control and integrated vehicle control systems; (3) increasing passive safety systems, particularly in the areas of side, curtain and knee airbag systems and

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active seat belt pretensioning and retractor systems; (4) integration of active and passive safety systems; and (5) improving fuel economy and reducing CO₂ emissions.

Automotive Components

Product Line	Description
Body Controls	Electronic heating and air conditioning controls and displays; integrated electronic center panels with capacitive switching; modular steering column controls with integrated steering angle sensors and rain sensors; man/machine interface controls and switches, including a wide array of automotive ergonomic applications
Engine Valves	Engine valves, valve train components
Engineered Fasteners and Components	Engineered and plastic fasteners and precision plastic moldings and assemblies

Our Automotive Components segment focuses on the design, manufacture and sale of body controls, engine valves, and engineered fasteners and components. We sell our Automotive Components products primarily to OEMs and other Tier 1 suppliers. We also sell these products to OEM service organizations. In addition, we sell some engine valve and body control products to independent distributors for the automotive aftermarket. We believe our Automotive Components segment is well-positioned to capitalize on growth trends toward (1) multi-valve and more fuel-efficient engines; (2) increasing electronic content per vehicle; and (3) improving fuel economy and reducing CO₂ emissions.

Sales by Product Line and Geography

Sales by Product Line.  Our 2010 sales by product line are as follows:

	Percentage of
Product Line	Sales
Steering gears and systems		15.5	%
Foundation brakes		13.7	%
Airbags		12.6	%
Modules		11.6	%
Aftermarket		8.5	%
Seat belts		7.6	%
Brake controls		6.9	%
Electronics		5.1	%
Steering wheels		4.5	%
Body controls		4.4	%
Engine valves		4.0	%
Linkage and suspension		2.9	%
Engineered fasteners and components		2.7	%

Sales by Geography.  Our 2010 sales by geographic region are as follows:

	Percentage of
Geographic Region	Sales
Europe		50.9	%
North America		30.4	%
Asia		13.7	%
Rest of the World		5.0	%

See Note 18 to our consolidated financial statements under Item 8 of this Report for additional product sector and geographical information.

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Customers

We sell to all the major OEM customers across the world’s major vehicle producing regions. Our long-standing relationships with our customers have enabled us to understand global customers’ needs and business opportunities. We believe that we will continue to be able to compete effectively for our customers’ business because of the high quality of our products, our ongoing cost reduction efforts, our strong global presence, our product and technology innovations, and our financial stability.

Our customers have demonstrated improved financial health and profitability after having implemented significant restructuring and, in some cases, receiving government support during the 2008 and 2009 industry downturn.

Primary end-customer sales (by OEM group) for the years ended December 31, were:

		Percentage of Sales
OEM Group	OEMs	2010			2009
Volkswagen	Volkswagen, Audi, Skoda, Seat, Porsche		19.5	%		19.1	%
Ford	Ford, Volvo (up to date of sale)		15.6	%		15.6	%
GM	General Motors, Opel		11.5	%		11.1	%
All Other			53.4	%		54.2	%

Percentages stated in the table above reflect the OEM group structure for the respective years presented.

We also sell products to the global aftermarket as replacement parts for current production and older vehicles. For the years ended December 31, 2010 and 2009, our sales to the aftermarket represented approximately 9% and 10% of our total sales, respectively. We sell these products through both OEM service organizations and independent distribution networks.

Sales and Marketing

We have a sales and marketing organization of dedicated customer teams that provide a consistent interface with our key customers. These teams are located in all major vehicle-producing regions to best represent their respective customers’ interests within our organization, to promote customer programs and to coordinate global customer strategies with the goal of enhancing overall customer service, satisfaction and TRW Automotive growth. Our ability to support our customers globally is further enhanced by our broad global presence in terms of sales offices, manufacturing facilities, engineering/technical centers, joint ventures and licensees.

Customer Support

Our engineering, sales and production facilities are located in 26 countries. With the appropriate level of dedicated sales/customer development employees, we provide effective customer solutions, products and service in every region in which these facilities operate or manufacture.

Joint Ventures

Joint ventures represent an important part of our business, both operationally and strategically. We have used joint ventures to enter into new geographic markets, such as China and India, to gain new customers, strengthen positions with existing customers, and develop new technologies.

In the case of entering new geographic markets where we have not previously established substantial local experience and infrastructure, teaming with a local partner can reduce capital investment by leveraging pre-existing infrastructure. In addition, local partners in these markets can provide knowledge and insight into local customs and practices and access to local suppliers of raw materials and components. All of these advantages can reduce the risk, and thereby enhance the prospects for the success, of an entry into a new geographic market.

Joint ventures can also be an effective means to acquire new customers. Joint venture arrangements can allow partners access to technology they would otherwise have to develop independently, thereby reducing the time and

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cost of development. More importantly, they can provide the opportunity to create synergies and applications of the technology that would not otherwise be possible.

The following table shows our significant unconsolidated joint ventures in which we have a 49% or greater interest that are accounted for under the equity method:

		Our
		Ownership		2010
Country	Name	Percentage	Products	Sales
				(Dollars in millions)
Brazil	SM-Sistemas Modulares Ltda.	50.0%	Brake modules	$	18.3
China	Shanghai TRW Automotive Safety Systems Company Ltd.	50.0%	Seat belt systems, airbags and steering wheels		183.2
	CSG TRW Chassis Systems Co., Ltd.	50.0%	Foundation brakes		221.4
India	Brakes India Limited	49.0%	Foundation brakes, actuation brakes, valves and hoses		560.1
	Rane TRW Steering Systems Limited	50.0%	Steering gears, systems and components and seat belt systems		114.4
	TRW Sun Steering Wheels Private Limited	49.0%	Steering wheels and injection molded seats		15.2

Intellectual Property

We own a significant quantity of intellectual property, including a large number of patents, trademarks, copyrights and trade secrets, and are involved in numerous licensing arrangements. Although our intellectual property plays an important role in maintaining our competitive position in a number of the markets that we serve, no single patent, copyright, trade secret or license, or group of related patents, copyrights, trade secrets or licenses, is, in our opinion, of such value to us that our business would be materially affected by the expiration or termination thereof. However, we view the name TRW Automotive and primary mark “TRW” as material to our business as a whole. We own a number of secondary trade names and trademarks applicable to certain of our businesses and products that we view as important to such businesses and products as well. Our general policy is to apply for patents on an ongoing basis to protect our patentable developments.

Our portfolio of patents and pending patent applications reflects our commitment to invest in technology and covers many aspects of our products and the processes for making those products. In addition, we have developed a substantial body of manufacturing know-how that we believe provides a significant competitive advantage in the marketplace.

We have entered into numerous technology license agreements that either strategically capitalize on our intellectual property rights or provide a conduit for us into third party intellectual property rights useful in our businesses. In many of the agreements, we license technology to our suppliers, joint venture companies and other local manufacturers in support of product production for our customers and us. In other agreements, we license the technology to other companies to obtain royalty income.

Seasonality

Our business is moderately seasonal because our largest North American customers typically halt operations for approximately two weeks in July and one week in December. Additionally, customers in Europe historically shut down vehicle production during portions of August and one week in December. Accordingly, our third and fourth quarter results may reflect these trends.

The normal seasonality of the automotive industry, as described above, was not experienced in 2008 and 2009 due to the reaction of our customers to the economic conditions during those years and the timing of government stimulus programs implemented in Europe and North America in 2009. As a result of the improved economic

9

conditions and vehicle production during 2010, a return to more normal seasonality of the automotive industry was experienced in 2010 and is expected to continue in 2011.

Research, Development and Engineering

We operate a global network of technical centers worldwide where we employ and contract several thousand engineers, researchers, designers, technicians and their supporting functions. This global network allows us to develop active and passive automotive safety technologies while improving existing products and systems. We utilize sophisticated testing and computer simulation equipment, including computer-aided engineering, noise-vibration-harshness, crash sled, math modeling and vehicle simulations. We have advanced engineering and research and development programs for next-generation products in all of our segments. We are disciplined and innovative in our approach to research and development, employing various tools to improve efficiency and reduce cost, such as Six Sigma, “follow-the-sun” (a 24-hour a day engineering program that utilizes our global network) and other e-Engineering programs, and by outsourcing non-core activities.

We believe that continued research, development and engineering activities are critical to maintaining our leadership position in the industry and will provide us with a competitive advantage as we seek additional business with new and existing customers. Company-funded research, development and engineering costs were approximately $669 million, $653 million and $857 million for the years ended December 31, 2010, 2009, and 2008, respectively. Certain vehicle manufacturers have continued their shift away from funding development contracts for new technology.

For research and development expenditures in each of the years ended December 31, 2010, 2009 and 2008, see “— Research and Development” in Note 2 to our consolidated financial statements included in Item 8 of this Report.

Supply Base — Manufactured Components and Raw Materials

We purchase various manufactured components and raw materials for use in our manufacturing processes. The principal components and raw materials we purchase include castings, electronic parts, molded plastic parts, finished subcomponents, fabricated metal, aluminum, steel, resins, textiles, leather and wood. All of these components and raw materials are available from numerous sources. During 2010, we experienced a continued rise in inflationary pressures impacting certain commodities, such as resins and other petroleum-based products, yarns, ferrous metals, base metals, and certain chemicals, as well as aluminum and electronic components. Additionally, because we purchase various types of equipment, raw materials and component parts from our suppliers, we may be adversely affected by their failure to perform as expected or their inability to adequately mitigate inflationary, industry, or economic pressures. The overall strain on our supply base may possibly lead to delivery delays, production issues or delivery of non-conforming products by our suppliers. As such, we continue to monitor our vendor base for the best source of supply and work with those vendors and customers to attempt to mitigate the impact of the pressures mentioned above.

Although we have not, in recent years, experienced any significant shortages of manufactured components or raw materials, we normally do not carry inventories of these items in excess of those reasonably required to meet our production and shipping schedules. The possibility of shortages exists, especially in light of the potential increase in working capital demands on our suppliers as production levels increase.

Employees

As of December 31, 2010, we had approximately 61,300 full-time employees and approximately 8,500 temporary/contract employees (excluding employees who were on approved forms of leave).

As of December 31, 2009, we had approximately 57,500 full-time employees and approximately 6,100 temporary/contract employees (excluding employees who were on approved forms of leave).

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Environmental Matters

Governmental requirements relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, have had, and will continue to have, an effect on our operations and us. We have made, and continue to make, expenditures for projects relating to the environment, including pollution control devices for new and existing facilities. We are conducting a number of environmental investigations and remedial actions at current and former locations to comply with applicable requirements and, along with other companies, have been named a potentially responsible party for certain waste management sites. Each of these matters is subject to various uncertainties, and some of these matters may be resolved unfavorably to us. Further information regarding environmental matters, including the related reserves, is contained in Note 17 to our consolidated financial statements included in Item 8 of this Report, and is incorporated herein by reference.

We do not believe that compliance with environmental protection laws and regulations will have a material effect upon our capital expenditures, cash flows, results of operations or competitive position. Our capital expenditures pertaining to environmental control during 2011 are not expected to be material to us.

International Operations

We have significant manufacturing operations outside the United States and, in 2010, approximately 78% of our sales originated outside the United States. See Note 18 to our consolidated financial statements included in Item 8 of this Report for financial information by geographic area. Also, see “Item 1A — Risk Factors” for a description of risks inherent in such international operations.

Available Company Information

TRW Automotive Holdings Corp.’s Internet website is www.trw.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Corporate Governance Guidelines and Standards of Conduct (our code of business conduct and ethics) are also available on our website. From time to time we may amend our Standards of Conduct, as we did in August 2010. We intend to disclose, by posting on our website, information about any future amendments, as well as information concerning any waiver of the Standards of Conduct that may be granted by the Board, in accordance with SEC regulations.

ITEM 1A.   RISK FACTORS

Our business is subject to a number of risks, including those described below and elsewhere in this Report. The occurrence of any of these risks could materially adversely affect our results of operations, financial condition and/or cash flow, and the impact could be compounded if multiple risks were to occur.

Tighter financial markets adversely impacting the availability and cost of credit could negatively affect our business.

Tighter financial markets resulting in reduced liquidity and increased borrowing costs in the consumer market could reduce consumer spending for automobiles, which would negatively impact production volumes. Further, reduced liquidity continues to adversely impact the availability and cost of incremental credit for many companies. As our customers and suppliers respond to rapidly changing consumer preferences and attempt to increase production volumes as the industry recovery progresses, they may require access to additional capital. If required capital is not obtained or its cost is prohibitively high, any production volume increase could be constrained, or worse, their business could be negatively impacted, possibly resulting in further restructuring. Any such negative impact, in turn, could negatively affect our business, either through lower sales to any of our customers so affected or through inability to meet our commitments (or inability to meet them without excess expense) because of our suppliers’ inability to perform.

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A material contraction in automotive sales and production could have a material adverse effect on our results of operations as well as on the viability of our supply base.

Automotive sales and production are highly cyclical and depend, among other things, on general economic conditions and consumer spending and preferences (which can be affected by a number of issues, including employment levels, the pace of wage growth, fuel costs and the availability of consumer financing). As the volume of automotive production fluctuates, the demand for our products also fluctuates. There is no assurance that our recent efforts to restructure our business in response to the decline in production volumes in 2008 and 2009 will be sustainable over the long term or will be sufficient if there is further decline. Production levels in Europe and North America most notably affect us given our concentration of sales in those regions, which accounted for 51% and 30%, respectively, of our 2010 sales.

A material contraction in automotive sales and production would likewise pressure our customers, many of which were forced to implement unprecedented restructuring actions, including in some cases reorganization under bankruptcy laws, in response to the 2008-2009 downturn. Such a contraction would strain their ability to operate profitably, and possibly result in even more significant restructuring actions. Since many of our suppliers also supply product directly to our customers, they may encounter liquidity issues if our customers are forced to take further downsizing actions. If a supplier’s viability was challenged, it could impact the supplier’s ability to perform as we expect and consequently our ability to meet our own commitments.

As a result of the above factors, further material contraction in automotive sales and production could have a material adverse effect on our results of operations and liquidity.

Commodity inflationary pressures may adversely affect our profitability and the viability of our Tier 2 and Tier 3 supply base.

The cost of most of the commodities we use in our business, such as ferrous metals, base metals, yarns, resins and other petroleum-based products as well as energy costs, has generally increased in recent years. Further, as production increases, commodity inflationary pressures may increase, both in the automotive industry and in the broader economy. These pressures put significant operational and financial burdens on us and our suppliers, potentially resulting in declining margins and operating results. It is usually difficult to pass increased prices for manufactured components and raw materials through to our customers in the form of price increases and, even if passed through to some extent, the recovery is typically on a delayed basis. Furthermore, our suppliers may not be able to handle the commodity cost increases and continue to perform as we expect. The unstable condition of some of our suppliers or their failure to perform has caused us to incur additional costs which negatively impacted certain of our businesses in 2010. If these inflationary pressures worsen, our suppliers may not be able to perform as we expect, which may have a negative impact on our results of operations and financial condition.

Strengthening of the U.S. dollar, as well as other foreign currency exchange rate fluctuations could materially impact our results of operations.

In 2010, approximately 78% of our sales originated outside the United States. We translate sales and other results denominated in foreign currencies into U.S. dollars for our consolidated financial statements. This translation is based on average exchange rates during a reporting period. During times of a strengthening U.S. dollar, our reported international sales and earnings could be reduced because foreign currencies may translate into fewer U.S. dollars.

Separately, while we generally produce in the same geographic markets as our products are sold, our sales are more concentrated in U.S. dollars and in euros than our expenses, and therefore our profit margins and earnings could be reduced due to fluctuations or adverse trends in foreign currency exchange rates. While we employ financial instruments to hedge certain of these exposures, this does not insulate us completely from currency fluctuation effects.

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Continuing pricing pressures from our customers may adversely affect our profitability.

Pricing pressure in the automotive supply industry has been substantial and is likely to continue. Virtually all vehicle manufacturers seek price reductions in both the initial bidding process and during the term of the contract. Price reductions have impacted our sales and profit margins and are expected to do so in the future. If we are not able to offset continued price reductions through improved operating efficiencies and reduced expenditures, those price reductions may have a material adverse effect on our results of operations.

We could be adversely affected by any shortage of supplies causing a production disruption.

Either we, our customers, or other suppliers may experience supply shortages of components or raw materials. This could be caused by a number of factors, including insufficient production line capacity or manpower or working capital constraints or other factors, including weather emergencies impacting the accessibility of raw materials, labor unrest, commercial disputes or acts of terrorism. In order to manage and reduce the cost of purchased goods and services, we and others in our industry have been rationalizing and consolidating our supply base. In addition, due to the turbulence in the automotive industry, several suppliers have ceased operations. As a result, there is greater dependence on fewer sources of supply for certain components and materials, which could increase the possibility of a supply shortage of any particular component or material. In addition, if any of our customers experience a material supply shortage, either directly or as a result of a supply shortage at another supplier, that customer may halt or limit the purchase of our products. Similarly, if we or one of our own suppliers experience a supply shortage, we may become unable to produce the affected products if we cannot procure the components from another source. Such production interruptions could impede a ramp-up in vehicle production and could have a material adverse effect on our business, results of operations and financial condition.

We consider the production capacities and financial condition of suppliers in our selection process, and expect that they will meet our delivery requirements. However, there can be no assurance that strong demand, capacity limitations, shortages of raw materials or other problems will not result in any shortages or delays in the supply of components to us.

Our costs may increase as the industry recovery progresses, negatively impacting our profitability.

In reaction to the decline in production volumes in 2008 and 2009, we undertook various initiatives to restructure our business and cut our costs, many of which may not be sustainable as the industry recovery progresses. For example, in 2009 we did not provide merit increases to our salaried employees and we significantly curtailed a number of expenses including, among other things, our training and travel budgets. However, in 2010 we resumed our practice of providing merit increases and we relaxed our spending limitations in certain areas. In addition, as the industry stabilizes and/or production increases and we look to future growth, we have been increasing our hiring as well as our budgeted capital expenditures. Such actions may negatively impact our future profitability.

Our business and results of operations would be materially and adversely affected if we lost any of our largest customers.

For the year ended December 31, 2010, sales to our three largest customer groups on a worldwide basis were approximately 47% of our total sales. Although business with each customer is typically split among numerous contracts, if we lost a major customer or that customer significantly reduced its purchases of our products, there could be a material adverse affect on our business, results of operations and financial condition.

We may incur material losses and costs as a result of product liability, warranty and recall claims that may be brought against us.

In our business we are exposed to product liability and warranty claims, and we may be required to participate in product recalls. Vehicle manufacturers are increasingly looking to their suppliers for contribution when faced with product liability, warranty and recall claims and we have been subject to continuing efforts by our customers to change contract terms and conditions concerning warranty and recall participation. Further, as vehicle manufacturers lengthen their warranty commitments to consumers and the affected vehicles age, warranty claims may

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increase. In addition, we may see an increase in the number of product liability cases brought against us, as well as in our costs to defend product liability cases, due to the bankruptcies of Chrysler LLC and General Motors Corporation. Vehicle manufacturers have experienced increasing recall campaigns in recent years. Further, some have speculated that the National Highway Traffic Safety Administration may utilize a lower threshold in ordering product recalls in the future, given recent experience. Product liability, warranty and recall costs could have a material adverse effect on our financial condition, results of operations and cash flows.

Our results of operations may be adversely affected by environmental and safety regulations or concerns.

Laws and regulations governing environmental and occupational safety and health are complicated, change frequently and have tended to become stricter over time. As a manufacturing company, we and our operations are subject to these laws and regulations both inside and outside the United States. We may not be in complete compliance with such laws and regulations at all times, and violations of these requirements could result in fines or sanctions, obligations to investigate or remediate contamination, third party property damage or personal injury claims, or modification or revocation of our operating permits. As an owner and operator, we could also be responsible under some laws for responding to contamination detected at any of our operating sites or at third party sites to which our wastes were sent for disposal, regardless of whether we caused the contamination, or the legality of the original activity. Our costs or liabilities relating to these matters may be more than the amount we have reserved and the difference may be material. We have spent (and in the future will spend) money to comply with environmental requirements, which expenditures could be significant in order to comply with evolving environmental, health and safety laws that may be adopted in the future. In addition, certain of our subsidiaries are subject to pending litigation raising various environmental and health and safety claims, including certain asbestos-related claims. While our annual costs to defend and settle these claims in the past have not been material, we cannot provide assurance that this will remain so in the future.

We are subject to risks associated with our non-U.S. operations that could have an adverse effect on our business, results of operations and financial condition.

We have significant manufacturing operations outside the United States and we intend to continue to expand our operations in certain emerging markets such as China and Brazil. Operations outside of the United States, particularly operations in emerging markets, are subject to various risks which may not be present or as significant for operations within U.S. markets. Economic uncertainty in some geographic regions in which we operate, including certain emerging markets, could result in the disruption of markets and negatively affect our results of operations and cash flows in those areas.

Risks inherent in our international operations include: social plans that prohibit or increase the cost of certain restructuring actions; the impact of changes in local economic conditions, such as inflation levels; currency exchange controls; foreign currency exchange rate fluctuations including devaluations; variations in protection of intellectual property and other legal rights; the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; restrictive governmental actions such as restrictions on transfer or repatriation of funds and trade protection matters, including antidumping duties, tariffs, embargoes and prohibitions or restrictions on acquisitions or joint ventures; changes in laws and regulations, including the laws and policies of the United States affecting trade and foreign investment; more expansive legal rights of foreign labor unions; the potential for nationalization of enterprises; and unsettled political conditions and possible terrorist attacks against United States’ or other interests. Further, there are potential tax inefficiencies in repatriating funds from non-U.S. subsidiaries.

Our non-U.S. operations include joint ventures and other alliances, most significantly in the Asia-Pacific region. Additional risks characteristic of these arrangements include the risk of conflicts arising between us and our joint venture partners and the lack of unilateral control of management. We also risk circumstances where our joint venture partner may fail to satisfy its obligations, which could result in increased liabilities to us. Further, our ability to repatriate funds may be constrained by the terms of particular agreements with our joint venture partners.

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These and other factors may have an adverse effect on our international operations and, therefore, on our business, results of operations and financial condition, which may become more pronounced as we expand further in these areas.

If we are unable to protect our intellectual property rights, our business and our competitive position could be materially adversely impacted.

We own significant intellectual property, including a large number of patents, trademarks, copyrights and trade secrets, and are involved in numerous licensing arrangements. Our intellectual property plays an important role in maintaining our competitive position in a number of the markets that we serve. Our competitors may develop technologies that are similar or superior to our proprietary technologies or design around the patents we own or license. Further, as we expand our operations in jurisdictions where the protection of intellectual property rights is less robust, the risk of others duplicating our proprietary technologies increases, despite efforts we undertake to protect them. Developments or assertions by or against us relating to intellectual property rights, and any inability to protect these rights, could materially adversely impact our business and our competitive position.

Our pension and other postretirement benefits expense and the funding requirements of our pension plans could materially increase, reducing our profitability.

A significant number of our employees participate in defined benefit pension plans or retirement/termination indemnity plans. However, we have taken action to limit our future liabilities under certain of these plans, including the two largest. Effective September 30, 2009 we froze our U.K. pension plan and effective December 31, 2010 we froze our U.S. salaried pension plan so that benefits would not continue to accrue beyond those dates. The obligations and expense recognized in our financial statements for these plans is actuarially determined based on certain assumptions which are driven by market conditions, including interest rates. Additionally, market conditions impact the underlying value of the assets held by the plans for settlement of these obligations.

General economic conditions have negatively affected our pension liabilities and related investments as of December 31, 2010. Although we made additional pension funding payments in 2010, further declines in interest rates or the market values of the securities held by the plans, or certain other changes, could negatively affect the funded status of these plans and the level and timing of required contributions in 2012 and beyond. Further deterioration in the funded status of the plans could significantly increase our pension expense and cash contributions, and reduce our profitability.

We also sponsor other postretirement employee benefits (“OPEB”) primarily in the United States and Canada. We fund our OPEB costs on a pay-as-you-go basis; accordingly, the related plans have no assets. We are subject to increased OPEB cash outlays and costs due to increasing health care costs, among other factors. Increases in the expected costs of health care in excess of current assumptions could increase our actuarially determined obligations and our related OPEB expense along with future cash outlays.

Work stoppages or other labor issues at our facilities or the facilities of our customers or suppliers could adversely affect our operations.

Due to normal and ordinary labor negotiations or as a result of a specific labor dispute, a work stoppage may occur in our facilities or those of our customers or other suppliers. Actions taken to address negative industry trends in recent years, coupled with the industry recovery, may have the side effect of exacerbating labor relations problems which could increase the possibility of such a work stoppage. If any of our customers experience a material work stoppage, either directly or as a result of a work stoppage at another supplier, that customer may halt or limit the purchase of our products. Similarly, a work stoppage at our facilities or one of our own suppliers could limit or stop our production of the affected products. Such interruptions in our production could have a material adverse effect on our business, results of operations and financial condition.

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Our annual effective tax rate could be volatile and materially change as a result of our valuation allowances position and other factors.

The overall effective tax rate is equal to consolidated tax expense as a percentage of consolidated earnings before tax. However, tax expense and benefits are not recognized on a global basis but rather on a jurisdictional or legal entity basis. Therefore, a material shift in the mix of earnings between jurisdictions could result in a material change in our effective tax rate. In addition, we have recorded a valuation allowance against deferred tax assets in various taxing jurisdictions, including the United States. As a result, pre-tax earnings and losses in those jurisdictions do not result in a corresponding income tax expense or benefit. If operating results improve or deteriorate on a sustained basis, jurisdiction by jurisdiction, our conclusions regarding the need for a valuation allowance could change. Both the reversal of an existing valuation allowance or the initial recognition of a new valuation allowance could have a significant impact on income tax expense, and therefore the effective tax rate, in the period recognized and subsequent periods.

We have recorded a significant amount of goodwill and other identifiable intangible assets, which may become impaired in the future, adversely affecting our financial condition.

We have recorded a significant amount of goodwill, which represents the excess of cost over the fair value of the net assets of the business acquired, and other identifiable intangible assets, including trademarks and customer relationships. Impairment of goodwill and other identifiable intangible assets may result from, among other things, deterioration in our performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products sold by our business, and a variety of other factors. The amount of any quantified impairment must be expensed immediately as a charge that is included in operating income. In connection with our fiscal year ended December 31, 2008, we recorded an impairment charge related to goodwill and customer relationships of $787 million, and in the first quarter of 2009, we recorded an impairment charge related to our trademark intangible asset of $30 million. As of December 31, 2010, goodwill and other identifiable intangible assets totaled $2,065 million, or 22% of our total assets. We remain subject to future financial statement risk in the event that goodwill or other identifiable intangible assets become further impaired.

ITEM 1B.   UNRESOLVED STAFF COMMENTS

None.

ITEM 2.   PROPERTIES

Our principal executive offices are located in Livonia, Michigan. Our operations include numerous manufacturing, research and development, warehousing facilities and offices. We own or lease principal facilities located in 12 states in the United States and in 25 other countries as follows: Austria, Brazil, Canada, China, the Czech Republic, France, Germany, Italy, Japan, Malaysia, Mexico, Poland, Portugal, Romania, Singapore, Slovakia, South Africa, South Korea, Spain, Sweden, Switzerland, Thailand, Tunisia, Turkey, and the United Kingdom. Approximately 53% of our principal facilities are used by the Chassis Systems segment, 21% are used by the Occupant Safety Systems segment, 4% are used by the Electronics segment and 22% are used by the Automotive Components segment. Our corporate headquarters are contained within the Chassis Systems segment numbers below. We consider our facilities to be adequate for our current uses.

Of the total number of principal facilities operated by us, approximately 59% of such facilities are owned and 41% are leased.

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A summary of our principal facilities, by segment, type of facility and geographic region, as of December 31, 2010 is set forth in the following tables. Additionally, where more than one segment utilizes a single facility, that facility is categorized by the purposes for which it is primarily used.

Chassis Systems

Principal Use of Facility	North America		Europe		Asia Pacific(2)		Other(2)		Total
Manufacturing(1)		21		27		11		4		63
Research and Development		3		4		3		1		11
Warehouse		3		7		1		2		13
Office		2		5		5		—		12
Total number of facilities		29		43		20		7		99
Occupant Safety Systems
Principal Use of Facility	North America		Europe		Asia Pacific		Other		Total
Manufacturing(1)		5		19		—		1		25
Research and Development		2		3		—		—		5
Warehouse		2		4		—		—		6
Office		1		2		—		—		3
Total number of facilities		10		28		—		1		39
Electronics
Principal Use of Facility	North America		Europe		Asia Pacific		Other		Total
Manufacturing(1)		2		3		1		—		6
Research and Development		1		—		—		—		1
Total number of facilities		3		3		1		—		7
Automotive Components
Principal Use of Facility	North America		Europe		Asia Pacific		Other		Total
Manufacturing(1)		7		19		9		3		38
Research and Development		1		—		—		—		1
Office		1		—		—		—		1
Total number of facilities		9		19		9		3		40

(1)	Although primarily classified as Manufacturing locations, several sites maintain a large Research and Development presence located within the same facility.
(2)	For management reporting purposes Chassis Systems — Asia Pacific and Other contain several primarily Occupant Safety Systems facilities including Research and Development Technical Centers and Manufacturing locations.

ITEM 3.   LEGAL PROCEEDINGS

The information concerning various claims, lawsuits and administrative proceedings contained in Note 17 of our consolidated financial statements included in Item 8 of this Report is incorporated herein by reference.

ITEM 4.   (REMOVED AND RESERVED)

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PART II

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange under the symbol “TRW”. As of February 9, 2011, we had 122,540,732 shares of common stock, $0.01 par value, outstanding (122,545,400 shares issued less 4,668 shares held as treasury stock) and 89 holders of record of such common stock. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

The tables below show the high and low sales prices for our common stock as reported by the New York Stock Exchange for each of our fiscal quarters in 2010 and 2009.

	Price Range of Common Stock
	Years Ended December 31,
	2010				2009
	High		Low		High		Low
4th Quarter	$	54.83	$	39.38	$	25.52	$	14.87
3rd Quarter		42.07		26.20		20.94		10.91
2nd Quarter		35.34		24.60		12.20		4.86
1st Quarter		30.48		21.30		5.18		1.38

Issuer Purchases of Equity Securities

The independent trustee of our 401(k) plans and similar plans purchases shares in the open market to fund (i) investments by employees in our common stock, one of the investment options available under such plans, and (ii) matching contributions in Company stock we provided under certain of such plans. In addition, our stock incentive plan permits payment of an option exercise price by means of cashless exercise through a broker and permits the satisfaction of the minimum statutory tax obligations upon exercise of options through stock withholding. Further, while our stock incentive plan also permits the satisfaction of the minimum statutory tax obligations upon the vesting of restricted stock and upon the exercise of stock appreciation rights through stock withholding, the shares withheld for such purpose are issued directly to us and are then immediately retired and returned to our authorized but unissued reserve. We do not believe that the foregoing purchases or transactions are issuer repurchases for the purposes of Item 5 of this Report on Form 10-K.

Dividend Policy

We do not currently pay any cash dividends on our common stock, and instead intend to retain any earnings for debt repayment, future operations and expansion. The amounts available to us to pay cash dividends are restricted by our debt agreements. Under TRW Automotive’s senior credit facilities, we have a limited ability to pay dividends on our common stock pursuant to a formula based on our consolidated net income after July 4, 2009 and our leverage ratio as specified in our amended and restated credit agreement. Certain of the indentures governing our outstanding notes also limit our ability to pay dividends. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

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Equity Compensation Plan Information

The following table provides information about our equity compensation plans as of December 31, 2010.

	Number of					Number of Securities
	Securities to be		Weighted-Average			Remaining
	Issued Upon Exercise		Exercise Price			Available for
	of Outstanding		of Outstanding			Future Issuance
	Options, Warrants		Options, Warrants			Under Equity
Plan Category	and Rights		and Rights			Compensation Plans(1)
Equity compensation plans approved by security holders(2)		5,195,220	$	22.74	(3)		4,943,762
Equity compensation plans not approved by security holders		N/A		N/A			N/A
Total		5,195,220	$	22.74			4,943,762

(1)	Excludes securities reflected in the first column, “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.”
(2)	The Plan was approved by our stockholders prior to our initial public offering.
(3)	Represents the weighted average exercise price of 3,510,902 outstanding stock options and 529,800 outstanding stock-settled stock appreciation rights as of December 31, 2010. The remaining securities outstanding as of December 31, 2010 represent 1,154,518 restricted stock units which have no exercise price and have been excluded from the calculation of the weighted average exercise price above.

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Stock Performance Graph

The graph below provides an indicator of our cumulative total stockholder return as compared with Standard & Poor’s 500 Stock Index and the Standard & Poor’s Supercomposite Auto Parts & Equipment Index based on currently available data. The graph assumes an initial investment of $100 on December 30, 2005 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2010.

Comparison of 5 Year Cumulative Total Return

	Ticker	12/30/05(1)		12/29/06(1)		12/31/07		12/31/08		12/31/09		12/31/10
TRW Automotive	TRW	$	100.00	$	98.18	$	79.23	$	13.66	$	90.63	$	200.00
S&P 500	SPX	$	100.00	$	115.12	$	121.16	$	79.51	$	97.69	$	110.51
S&P Supercomposite Auto Parts and Equipment Index	S15AUTP	$	100.00	$	104.68	$	125.91	$	63.48	$	93.39	$	139.89

⁽¹⁾ Represents the last trading day of the year.

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ITEM 6.   SELECTED FINANCIAL DATA

The following tables should be read in conjunction with “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included under Item 8 below.

	Years Ended December 31,
	2010		2009		2008			2007		2006
	(In millions, except per share amounts)
Statements of Operations Data:
Sales	$	14,383	$	11,614	$	14,995		$	14,702	$	13,144
Net earnings (losses)		875		73		(764	)		109		189
Net earnings (losses) attributable to TRW		834		55		(779	)		90		176
Earnings (Losses) Per Share:
Basic earnings (losses) per share:
Earnings (losses) per share	$	6.96	$	0.51	$	(7.71	)	$	0.90	$	1.76
Weighted average shares		119.8		107.8		101.1			99.8		100.0
Diluted earnings (losses) per share:
Earnings (losses) per share	$	6.49	$	0.51	$	(7.71	)	$	0.88	$	1.71
Weighted average shares		131.3		108.7		101.1			102.8		103.1

	As of December 31,
	2010		2009		2008		2007		2006
	(Dollars in millions)
Balance Sheet Data:
Total assets	$	9,288	$	8,732	$	9,272	$	12,290	$	11,133
Total liabilities		7,050		7,423		8,004		8,964		8,627
Total debt (including short-term debt and current portion of long-term debt)		1,846		2,371		2,922		3,244		3,032

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

Our Business

We are among the world’s largest and most diversified suppliers of automotive systems, modules and components to global automotive original equipment manufacturers, or OEMs, and related after markets. Our operations primarily encompass the design, manufacture and sale of active and passive safety related products, which often includes the integration of electronics components and systems. We operate our business along four segments: Chassis Systems, Occupant Safety Systems, Electronics and Automotive Components.

We are primarily a “Tier 1” supplier, with over 85% of our end-customer sales in 2010 made to major OEMs. Of our 2010 sales, approximately 51% were in Europe, 30% were in North America, 14% were in Asia, and 5% were in the rest of the world.

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Financial Results

For the year ended December 31, 2010:

•  Our net sales were $14.4 billion, which represents an increase of 24% from the prior year. The increase in sales was driven primarily by significantly higher vehicle production volumes in all major geographic regions.

•  We experienced record best operating income, net earnings and operating cash flow, as well as the highest cash on-hand and lowest level of outstanding debt since becoming an independent company in 2003.

—  Operating income was $1,184 million compared to $289 million from the prior year. The improvement in operating results of $895 million resulted primarily from the contribution of higher sales volumes, positive benefits from ongoing cost reductions as well as our cost containment and restructuring actions implemented in 2009, lower restructuring charges and fixed and intangible asset impairments and favorable foreign currency exchange. Also included in operating income was a net gain of $18 million related to certain pension matters.

—  Net earnings attributable to TRW were $834 million as compared to $55 million from the prior year. This increase of $779 million was primarily the result of the significant improvement in operating income and, to a lesser extent, lower interest expense, partially offset by increased income tax expense and a loss on retirement of debt compared to a gain on retirement of debt recognized in the prior year.

—  We generated positive operating cash flow of $1,052 million, while capital expenditures were $294 million. Our outstanding debt at year end was $1.8 billion, which was a reduction of $525 million from the prior year end, while our cash on-hand was $1.1 billion, an increase of $290 million from the prior year end.

Recent Trends and Market Conditions

The automotive industry continued to progress through a gradual recovery during 2010 with the following primary trends and market conditions impacting our business:

General Economic Conditions:

During 2010, automobile suppliers benefitted from a general improvement in global economic conditions and consumer demand for vehicles (despite continuing high levels of unemployment) and production requirements associated with the replenishment of low vehicle inventory levels. The automotive industry as a whole experienced a modest recovery over the past year, but remains susceptible to the impacts that consumer income and wealth, gas prices, housing prices and perceptions about global and local economic stability have on consumer spending.

Production Levels:

Vehicle production levels during 2010 continued on a positive trend, and were substantially higher compared with 2009 primarily due to increased consumer demand and the restocking of depleted inventory levels.

In 2010, approximately 51% of our sales originated in Europe. Despite subdued consumer demand in the region, vehicle production was stronger than anticipated, primarily as a result of increased exports, the restocking of depleted inventory levels, and to a lesser extent, continued European automobile scrappage programs during the first half of the year. Although the overall trends are improving, uncertainty remains regarding the sustainability of recent production levels as consumer demand may diminish due to concern over general economic conditions.

In 2010, approximately 30% of our sales originated in North America. The automobile market in this region experienced higher production levels compared to 2009, primarily attributable to increased consumer demand resulting from improved consumer sentiment and pent-up demand for durable goods. The extent of the increased production levels was somewhat suppressed by the continuing high levels of unemployment, concern over the housing market and availability of credit.

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In 2010, approximately 19% of our sales originated in regions outside of Europe and North America (primarily in China and Brazil, which comprised approximately 9% and 5% of total sales, respectively). Production levels in these regions increased significantly primarily due to increased consumer demand.

Product Mix:

Product mix tends to be influenced by a variety of factors such as governmental scrappage programs and regulations as well as fluctuating gasoline prices. In Europe, for instance, the demand spurred by the various scrappage programs in 2009 generally tended to be toward smaller, more fuel efficient vehicles. However, as the scrappage programs expired, pent-up demand for luxury vehicles began shifting the product mix toward these larger vehicles. Also, exports of larger luxury vehicles to Asia have been increasing. In North America, product mix tends to be more correlated to short-term fluctuations in the price of gasoline, thereby causing production to swing between sport utility vehicles/light trucks and more fuel efficient passenger cars. In general, smaller, more fuel efficient vehicles tend to be less profitable for OEMs and suppliers.

Supply Base:

Many automobile suppliers implemented operational and financial restructuring programs during 2009 and 2010 to better align their cost structure with significantly lower production levels. However, as the industry recovers, Tier 2 and Tier 3 suppliers will face the additional financial burden of increased working capital requirements and capital expenditures as they manage through increased production levels. In some cases, financial instability of the Tier 2 and Tier 3 supply base poses a risk of supply disruption to us. We have dedicated resources and systems to closely monitor the viability of our supply base and are constantly evaluating opportunities to mitigate the risk and/or effects of any supplier disruption.

Pricing Pressure and Inflation:

Pressure from our customers to reduce prices is characteristic of the automotive supply industry. Virtually all OEMs have policies of seeking price reductions each year. Given increased production and demand, this pressure has been heightened in 2010. Historically, we have taken steps to reduce costs and minimize or resist price reductions. However, to the extent our cost reductions are not sufficient to support committed price reductions, our profit margins could be negatively affected.

Additionally, overall commodity volatility is an ongoing concern for our business and has been a considerable operational and financial focus for us. During 2010, our operating results were negatively impacted by the increasing cost of certain commodities essential to our business. Further, as production levels rise, commodity inflationary pressures may increase, both in the automotive industry and in the broader economy. We continue to monitor commodity costs and work with our suppliers and customers to manage changes in such costs. However, it is generally difficult to pass increased prices for manufactured components and raw materials through to our customers in the form of price increases.

Foreign Currencies:

During 2010, we experienced a positive impact from foreign currency effects on our reported earnings in U.S. dollars compared to 2009, primarily because of the markedly better performance of our hedge portfolio. Concerns about potential sovereign defaults most notably weakened the euro, but many other currencies continued their recovery versus the U.S. dollar. Our operating results will continue to be impacted by our buying, selling and borrowing in currencies other than the functional currency of our operating companies. We employ financial instruments to hedge certain exposures to fluctuations and adverse trends in foreign currency exchange rates to try to abate or delay the effects thereof, but such instruments may not always be available to us at economically reasonable costs.

Strategic Initiatives

On an ongoing basis, we evaluate our competitive position in the global automotive supply industry and determine what actions are required to maintain and improve that position. The significant changes in the global automotive industry over the past two years (such as significant fluctuations in demand and production, shifts in

23

product mix and industry-wide financial distress) caused us to reevaluate and reconfigure our business to establish a more appropriate cost and capital structure relative to anticipated production levels.

Throughout 2009 and into 2010, we implemented a number of operational restructuring and cost reduction initiatives as we managed through the recent economic downturn and gradual recovery. We also completed various financing transactions to improve the strength and flexibility of our capital structure. As production levels rise, and considering the significant growth in developing markets such as China and Brazil, we continue to focus on establishing appropriate levels of capital investment to support anticipated growth and expansion.

Our ongoing initiatives are focused on managing costs during periods of increasing production levels, maintaining discipline on capital expenditures and other discretionary spending and reducing debt.

Although we believe that we have established a firm foundation for continued profitability, we continue to evaluate our global footprint to ensure that we are properly configured and sized based on changing market conditions. As such, further plant rationalization and targeted workforce reduction efforts may be warranted.

Our Debt and Capital Structure

During 2010, we continued to focus on improving the strength and flexibility of our capital structure, resulting in outstanding debt of $1.8 billion and a cash balance of $1.1 billion. We significantly reduced our debt by optionally repaying in full the $225 million Tranche A-2 Term Loan Facility (the “Term Loan A-2”) and the $175 million Tranche B-3 Term Loan Facility (the “Term Loan B-3”), and by repurchasing $152 million in principal of our senior unsecured notes with cash on hand.

As market conditions warrant, we and our major equity holders, including The Blackstone Group L.P. and its affiliates, may from time to time repurchase debt securities issued by the Company or its subsidiaries, in privately negotiated or open market transactions, by tender offer, exchange offer, or otherwise.

See “LIQUIDITY AND CAPITAL RESOURCES” below and Note 11 to our consolidated financial statements included in Item 8 of this Report for further information.

Critical Accounting Estimates

The critical accounting estimates that affect our financial statements and that use judgments and assumptions are listed below. Materially different amounts could be reported under varied conditions and assumptions.

Goodwill.  Goodwill, which represents the excess of cost over the fair value of the net assets of businesses acquired, was approximately $1,761 million as of December 31, 2010, or 19% of our total assets.

In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles — Goodwill and Other,” we perform impairment testing at a reporting unit level on at least an annual basis. To test goodwill for impairment, we estimate the fair value of each reporting unit and compare the fair value to the carrying value. If the carrying value exceeds the fair value, then a possible impairment of goodwill exists and requires further evaluation. Fair values are based on the cash flows projected in the reporting units’ strategic plans and long-range planning forecasts, discounted at a risk-adjusted rate of return. Revenue growth rates included in the plans are generally based on industry specific data. We use external vehicle build assumptions published by widely used external sources and market share data by customer based on known and targeted awards over a five-year period. The projected profit margin assumptions included in the plans are based on the current cost structure, anticipated price givebacks provided to our customers and cost reductions/increases. If different assumptions were used in these plans, the related cash flows used in measuring fair value could be different and impairment of goodwill might be required to be recorded.

See Note 5 to our consolidated financial statements included in Item 8 of this Report for further information on our annual impairment analysis of goodwill.

Impairment of Long-Lived and Intangible Assets.  We evaluate long-lived assets and definite-lived intangible assets for impairment when events and circumstances indicate that the assets may be impaired and the projected undiscounted cash flows to be generated by those assets are less than their carrying value. If the undiscounted cash

24

flows are less than the carrying value of the assets, the assets are written down to their fair value. Fair value is determined using projected discounted cash flows or appraisals.

We test our trademark indefinite-lived intangible assets for impairment on at least an annual basis, or when events and circumstances indicate that the indefinite-lived intangible assets may be impaired, by comparing the fair values to the carrying values. If the carrying value exceeds the fair value, the asset is written down to its fair value. Fair value is determined utilizing the relief from royalty method, which is based on projected cash flows, discounted at a risk-adjusted rate of return.

See Notes 5 and 12 to our consolidated financial statements included in Item 8 of this Report for further information on our annual impairment analysis of intangibles and our evaluation of long-lived assets for impairment, respectively.

Product Recalls.  We are at risk for product recall costs. Recall costs are costs incurred when a customer or we decide to recall a product through a formal campaign, soliciting the return of specific products due to a known or suspected safety concern. In addition, NHTSA has the authority, under certain circumstances, to require recalls to remedy safety concerns. Product recall costs typically include the cost of the product being replaced, customer cost of the recall and labor to remove and replace the defective part.

Recall costs are recorded based on management estimates developed utilizing actuarially established loss projections based on historical claims data. Based on this actuarial estimation methodology, we accrue for expected but unannounced recalls when revenues are recognized upon shipment of product. In addition, as recalls are announced, we review the actuarial estimation methodology and make appropriate adjustments to the accrual, if necessary.

Valuation Allowances on Deferred Income Tax Assets

We review the likelihood that we will realize the benefit of our deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence. The factors considered in our determination of the probability of the realization of the deferred tax assets include: historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If, based upon the weight of available evidence, it is more likely than not the deferred tax assets will not be realized, a valuation allowance is recorded. We believe it is more likely than not that the net deferred tax asset in the United States and certain foreign jurisdictions may not be realized in the future. Accordingly, we continue to maintain a valuation allowance related to the net deferred tax assets in the United States and certain foreign jurisdictions.

There is no corresponding income tax benefit recognized with respect to losses incurred and no corresponding income tax expense recognized with respect to earnings generated in jurisdictions with a valuation allowance. This causes variability in our effective tax rate. We intend to maintain the valuation allowance until it is more likely than not that the net deferred tax asset will be realized. If operating results improve or deteriorate on a sustained basis, our conclusions regarding the need for a valuation allowance could change, resulting in either the reversal or initial recognition of a valuation allowance in the future, which could have a significant impact on income tax expense in the period recognized and subsequent periods.

As part of the review in determining the need for a valuation allowance, we assess the potential release of existing valuation allowances. Based upon this assessment, we have concluded that there is more than a remote possibility that the existing valuation allowance on our U.S. net deferred tax assets could be released. As of December 31, 2010, the U.S. valuation allowance is approximately $500 million. If such a release of the valuation allowance occurs, it will have a significant impact on net income in the quarter in which it is deemed appropriate to release the reserve.

Environmental.  Governmental regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, have had, and will continue to have, an effect on our operations. We have made and continue to make expenditures for projects relating to the environment, including

25

pollution control devices for new and existing facilities. We are conducting a number of environmental investigations and remedial actions at current and former locations to comply with applicable requirements and, along with other companies, have been named a potentially responsible party for certain waste management sites.

A reserve estimate for each matter is established using standard engineering cost estimating techniques on an undiscounted basis. In the determination of such costs, consideration is given to the professional judgment of our environmental engineers, in consultation with outside environmental specialists when necessary. At multi-party sites, the reserve estimate also reflects the expected allocation of total project costs among the various potentially responsible parties. Each of the environmental matters is subject to various uncertainties, and some of these matters may be resolved unfavorably to us. We believe that any liability, in excess of amounts accrued in our consolidated financial statements, that may result from the resolution of these matters for which sufficient information is available to support cost estimates, will not have a material adverse affect on our financial position, results of operations or cash flows. However, we cannot predict the effect on our financial position, results of operations or cash flows for aspects of certain matters for which there is insufficient information. Further, we cannot predict the effect of compliance with environmental laws and regulations with respect to unknown environmental matters.

Pensions.  We account for our defined benefit pension plans in accordance with ASC 715 “Compensation — Retirement Benefits,” which requires that amounts recognized in financial statements be determined on an actuarial basis. This determination involves the selection of various assumptions, including expected rates of return on plan assets and discount rates.

A key assumption in determining our net pension expense in accordance with ASC 715 is the expected long-term rate of return on plan assets. The expected return on plan assets that is included in pension expense is determined by applying the expected long-term rate of return on assets to a calculated market-related value of plan assets, which recognizes changes in the fair value of plan assets in a systematic manner over five years. Asset gains and losses will be amortized over five years in determining the market-related value of assets used to calculate the expected return component of pension income. We review our long-term rate of return assumptions annually through comparison of our historical actual rates of return with our expectations, and consultation with our actuaries and investment advisors regarding their expectations for future returns. While we believe our assumptions of future returns are reasonable and appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension obligations and our future pension expense. The weighted average expected long-term rate of return on assets used to determine net periodic benefit cost was 6.76% for 2010 as compared to 6.97% for each of the years 2009 and 2008.

Another key assumption in determining our net pension expense is the assumed discount rate to be used to discount plan liabilities. The discount rate reflects the current rate at which the pension liabilities could be effectively settled. In estimating this rate, we look to rates of return on high quality, fixed-income investments that receive one of the highest ratings given by a recognized ratings agency, and that have cash flows similar to those of the underlying benefit obligation. The weighted average discount rate used to calculate the benefit obligations as of December 31, 2010 was 5.49% as compared to 5.73% as of December 31, 2009. The weighted average discount rate used to determine net periodic benefit cost for 2010 was 5.73% as compared to 6.42% for 2009 and 5.74% for 2008.

Based on our assumptions as of December 31, 2010, the measurement date, a change in these assumptions, holding all other assumptions constant, would have the following effect on our pension costs and obligations on an annual basis:

	Impact on Net Periodic Benefit Cost
	Increase									Decrease
							All								All
	U.S.			U.K.			Other			U.S.		U.K.			Other
	(Dollars in millions)
.25% change in discount rate	$	—		$	2		$	(1	)	$	2	$	(3	)	$	1
.25% change in expected long-term rate of return		(2	)		(13	)		(1	)		2		13			1

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	Impact on Obligations
	Increase									Decrease
							All							All
	U.S.			U.K.			Other			U.S.		U.K.		Other
	(Dollars in millions)
.25% change in discount rate	$	(37	)	$	(143	)	$	(23	)	$	38	$	148	$	24

ASC 715 and the policies we have used (most notably the use of a calculated value of plan assets for pensions as described above and the use of the minimum corridor approach to amortize gains and losses) generally reduce the volatility of pension expense that would otherwise result from changes in the value of the pension plan assets and pension liability discount rates. A substantial portion of our pension benefits relate to our plans in the United States and the United Kingdom.

During 2010 and 2009, certain amendments reducing future benefits for salaried and nonunion employees were adopted that will reduce future service costs. Our 2011 pension income is estimated to be approximately $9 million in the U.S. and $96 million in the U.K., while our pension expense is estimated to be approximately $42 million for the rest of the world (based on December 31, 2010 exchange rates). During 2011, our minimum expected funding is approximately $1 million for U.S. pension plans and $41 million for pension plans in the rest of the world, however, we may, at our discretion, make additional contributions.

In respect of the U.K. Pension Plan (the “U.K. Plan”), the March 31, 2009 triennial funding valuation was completed and filed in June 2010. The valuation reflected a deficit of $814 million. Since the valuation date, a number of actions were undertaken to reduce this deficit including the cessation of future benefit accruals as of September 30, 2009, and the transfer of $63 million to the U.K. Plan from a separate and unrelated trust. As a result of these actions and favorable movements in financial markets, the deficit as of October 31, 2010, as estimated by the U.K. Plan’s actuary, was $620 million. In 2010, we entered into discussions with the plan fiduciaries/trustees relative to a deficit recovery plan culminating in our agreement to make annual contributions of £20 million to the U.K. Plan through March 2019. These contributions, in conjunction with investment performance, are expected to eliminate the deficit by that date. In addition to the 2010 payment, we accelerated the contributions otherwise due in 2011 and 2012 into 2010, resulting in total contributions of £60 million, or $93 million. Required contributions to the U.K. Plan will resume in 2013, however we may, at our discretion, make contributions during 2011 and 2012.

Other Postretirement Benefits.  We account for our postemployment benefits other than pensions (“OPEB”) in accordance with ASC 715 which requires that amounts recognized in financial statements be determined on an actuarial basis. This determination involves the selection of various assumptions, including a discount rate and health care cost trend rates used to value benefit obligations. The discount rate reflects the current rate at which the OPEB liabilities could be effectively settled at the end of the year. In estimating this rate, we look to rates of return on high quality, fixed-income investments that receive one of the highest ratings given by a recognized ratings agency and that have cash flows similar to those of the underlying benefit obligation. We develop our estimate of the health care cost trend rates used to value the benefit obligation through review of our recent health care cost trend experience and through discussions with our actuary regarding the experience of similar companies. Changes in the assumed discount rate or health care cost trend rate can have a significant impact on our actuarially determined liability and related OPEB expense.

The following are the significant assumptions used in the measurement of the accumulated projected benefit obligation (“APBO”) as of the measurement date for each year:

	2010						2009
				Rest of						Rest of
	U.S.			World			U.S.			World
Discount rate		5.50	%		5.50	%		6.00	%		5.75	%
Initial health care cost trend rate at end of year		7.63	%		7.50	%		8.00	%		8.00	%
Ultimate health care cost trend rate		5.00	%		5.00	%		5.00	%		5.00	%
Year in which ultimate rate is reached		2018			2015			2018			2015

Based on our assumptions as of December 31, 2010, the measurement date, a change in these assumptions, holding all other assumptions constant, would have the following effect on our OPEB expense and obligation on an annual basis.

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	Impact on Net Postretirement Benefit Cost
	Increase				Decrease
			Rest of					Rest of
	U.S.		World		U.S.			World
	(Dollars in millions)
0.25% change in discount rate	$	—	$	—	$	—		$	—
1% change in assumed health care cost trend rate	$	2	$	1	$	(2	)	$	(1	)

	Impact on Obligation
	Increase						Decrease
				Rest of						Rest of
	U.S.			World			U.S.			World
	(Dollars in millions)
0.25% change in discount rate	$	(9	)	$	(3	)	$	9		$	3
1% change in assumed health care cost trend rate	$	36		$	10		$	(31	)	$	(9	)

Our 2011 OPEB expense is estimated to be approximately $2 million (based on December 31, 2010 exchange rates), as compared to OPEB income of $3 million for 2010, and includes the effects of the adoption of certain 2010, 2009 and 2008 amendments which reduce future benefits for participants. We fund our OPEB obligation on a pay-as-you-go basis. In 2011, we expect to contribute approximately $42 million to our OPEB plans.

RESULTS OF OPERATIONS

The following consolidated statements of operations compare the results of operations for the periods presented as follows:

TOTAL COMPANY RESULTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2010		2009			Variance
	(Dollars in millions)
Sales	$	14,383	$	11,614		$	2,769
Cost of sales		12,661		10,708			1,953
Gross profit		1,722		906			816
Administrative and selling expenses		509		484			25
Amortization of intangible assets		22		21			1
Restructuring charges and fixed asset impairments		45		100			(55)
Intangible asset impairments		—		30			(30)
Other (income) expense — net		(38)		(18	)		(20)
Operating income (losses)		1,184		289			895
Interest expense — net		162		190			(28)
(Gain) loss on retirement of debt — net		15		(26	)		41
Equity in (earnings) losses of affiliates, net of tax		(34)		(15	)		(19)
Earnings (losses) before income taxes		1,041		140			901
Income tax expense (benefit)		166		67			99
Net earnings (losses)		875		73			802
Less: Net earnings attributable to noncontrolling interest, net of tax		41		18			23
Net earnings (losses) attributable to TRW	$	834	$	55		$	779

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Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

Sales for the year ended December 31, 2010 increased by $2,769 million as compared to the year ended December 31, 2009. The increase in sales was driven primarily by favorable volume (net of price reductions provided to customers) of $2,860 million, which is mainly due to increased vehicle production in all major geographic regions. Partially offsetting this favorable variance is the unfavorable impact of foreign currency exchange of $91 million.

Gross profit for the year ended December 31, 2010 increased by $816 million as compared to the year ended December 31, 2009. The increase in gross profit was driven primarily by increased volume (net of adverse mix) of $688 million, cost reductions (partially offset by inflation and price reductions provided to customers) of $145 million and the positive effect of foreign currency exchange of $26 million. Partially offsetting these favorable items were the non-recurrence of certain customer related settlements of $25 million, the non-recurrence of the reversal of accruals in the prior period related to certain benefit programs at several European facilities of $6 million, higher engineering costs related to increased production of $6 million, and higher pension and postretirement benefit costs of $5 million, net of a $26 million gain on curtailment of the U.S. salaried pension plan. Gross profit as a percentage of sales for the year ended December 31, 2010 was 12.0% compared to 7.8% for the year ended December 31, 2009.

Administrative and selling expenses for the year ended December 31, 2010 increased by $25 million as compared to the year ended December 31, 2009. The increase was driven primarily by higher inflation and other costs in excess of cost reductions, together which net to $35 million, and an expense related to the settlement of certain supplemental retirement plans of $9 million. Partially offsetting the increase in administrative and selling expenses was lower pension and post retirement benefit expense of $12 million, which includes a gain on curtailment related to the U.S. salaried pension plan of $9 million. Foreign currency exchange also had a favorable impact of $6 million. Administrative and selling expenses as a percentage of sales for the year ended December 31, 2010 were 3.5% as compared to 4.2% for the year ended December 31, 2009.

Restructuring charges and fixed asset impairments decreased by $55 million for the year ended December 31, 2010 compared to the year ended December 31, 2009. This was primarily driven by lower severance and other charges of $45 million, reduced fixed asset impairments of $14 million, and a gain on the sale of a restructured property in the amount of $4 million. The decrease was offset by lower net curtailment gains of $8 million.

Intangible asset impairments were $30 million for the year ended December 31, 2009. During the first quarter of 2009, due to the negative economic and industry conditions, impairment charges of $30 million were recorded as a result of testing the recoverability of our trademark intangible assets.

Other income — net improved by $20 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This was primarily due to favorable foreign currency exchange of $21 million, a favorable variance in the marking to market of forward electricity purchase contracts of $18 million and a decline in the provision for bad debts of $9 million. These improvements were partially offset by a decrease in royalty and grant income of $12 million, litigation charges related to a legacy pension matter of $8 million, and a decrease in other miscellaneous income of $7 million.

Interest expense — net decreased by $28 million for the year ended December 31, 2010 compared to the year ended December 31, 2009, primarily as the result of lower overall debt levels.

Loss on retirement of debt was $15 million for the year ended December 31, 2010. We repurchased $152 million in principal amount of our senior unsecured notes and recorded a loss on retirement of debt of $10 million, which included the write-off of a portion of related deferred debt issuance costs. In addition, as a result of the full repayment of the Term Loan A-2 and Term Loan B-3, we recorded a loss on retirement of debt of $5 million relating to the write-off of deferred debt issuance costs and the acceleration of interest rate swap losses that had been included in other comprehensive income.

Income tax expense for the year ended December 31, 2010 was $166 million on pre-tax earnings of $1,041 million as compared to income tax expense of $67 million on pre-tax earnings of $140 million for the year ended December 31, 2009. Income tax expense for the year ended December 31, 2010 includes a benefit of

29

$12 million resulting from changes in determinations relating to the potential realization of deferred tax assets and the resulting reversal of a valuation allowance on net deferred tax assets in certain foreign subsidiaries. Income tax expense for the year ended December 31, 2010 also includes a benefit of $24 million related to the favorable resolution of various tax matters in foreign jurisdictions. Income tax expense for the year ended December 31, 2009 includes a charge of approximately $33 million resulting from changes in determinations relating to the potential realization of deferred tax assets in certain foreign subsidiaries. The income tax rate varies from the United States statutory income tax rate due primarily to the items noted above and the impact of results in the United States and certain foreign jurisdictions that are currently in a valuation allowance position for which pre-tax earnings or losses do not result in the recognition of a corresponding income tax expense or benefit, as well as favorable foreign tax rates, holidays, and credits.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2009			2008			Variance
	(Dollars in millions)
Sales	$	11,614		$	14,995		$	(3,381	)
Cost of sales		10,708			13,977			(3,269	)
Gross profit		906			1,018			(112	)
Administrative and selling expenses		484			523			(39	)
Amortization of intangible assets		21			31			(10	)
Restructuring charges and fixed asset impairments		100			145			(45	)
Goodwill impairments		—			458			(458	)
Intangible asset impairments		30			329			(299	)
Other (income) expense — net		(18	)		—			(18	)
Operating income (losses)		289			(468	)		757
Interest expense — net		190			184			6
(Gain) loss on retirement of debt — net		(26	)		—			(26	)
Equity in (earnings) losses of affiliates, net of tax		(15	)		(14	)		(1	)
Earnings (losses) before income taxes		140			(638	)		778
Income tax expense (benefit)		67			126			(59	)
Net earnings (losses)		73			(764	)		837
Less: Net earnings attributable to noncontrolling interest, net of tax		18			15			3
Net earnings (losses) attributable to TRW	$	55		$	(779	)	$	834

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008

Sales for the year ended December 31, 2009 decreased by $3,381 million as compared to the year ended December 31, 2008. The decrease in sales was driven primarily by lower volume and, to a much lesser degree, price reductions provided to customers, which combined totaled $2,511 million. The lower volume was attributed to a decline in light vehicle production volumes in all major geographic regions. Foreign currency exchange also had a net unfavorable impact on sales of $870 million due to the relative strength of the dollar against other currencies (most notably the euro).

Gross profit for the year ended December 31, 2009 decreased by $112 million as compared to the year ended December 31, 2008. The decrease in gross profit was driven primarily by lower volume and adverse mix, together which totaled $698 million, and the net unfavorable impact of foreign currency exchange of $110 million. Also contributing to the decrease in gross profit were higher warranty expense of $29 million and the non-recurrence of net insurance recoveries of $17 million related to a business disruption at our brake line production facility in South America in the prior year. These unfavorable variances were partially offset by cost reductions (in excess of

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inflation and price reductions provided to customers) of $626 million, which includes the benefit of recently enacted restructuring and downturn management actions. Also offsetting the decrease in gross profit was lower pension and postretirement benefit expense of $82 million which includes an increase of $11 million of net settlement gains. Further mitigating the decrease in gross profit were the favorable impact of certain customer related settlements of $17 million, contractual settlements related to a recent acquisition of $8 million and the reversal of accruals related to certain benefit programs at several of our European facilities of $6 million. Gross profit as a percentage of sales for the year ended December 31, 2009 was 7.8% compared to 6.8% for the year ended December 31, 2008.

Administrative and selling expenses for the year ended December 31, 2009 decreased by $39 million as compared to the year ended December 31, 2008. The decrease was driven primarily by cost reductions in excess of inflation and other costs, which in total net to $26 million, and the favorable impact of foreign currency exchange of $19 million. These items were partially offset by an increase in pension and postretirement benefit expense of $7 million primarily driven by lower net settlement gains of $4 million. Administrative and selling expenses as a percentage of sales for the year ended December 31, 2009 were 4.2% as compared to 3.5% for the year ended December 31, 2008.

Restructuring charges and fixed asset impairments decreased by $45 million for the year ended December 31, 2009 compared to the year ended December 31, 2008. Net fixed asset impairments decreased by $70 million, as general economic and industry conditions improved in 2009 compared to 2008. This decrease was offset by an increase in severance and other charges of $23 million and decrease in net curtailment gains of $2 million.

Goodwill impairments were $458 million for the year ended December 31, 2008. On October 31, 2008, we recognized full impairment of goodwill in the three reporting units within our Automotive Components segment. No similar charges were required in 2009.

Intangible asset impairments decreased by $299 million for the year ended December 31, 2009 compared to the year ended December 31, 2008. During the first quarter of 2009, we recorded an impairment loss on its trademark of $30 million. During the fourth quarter of 2008, we recorded impairment charges of $329 million as a result of testing the recoverability of our customer relationships.

Other income — net improved by $18 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. This was primarily due to a reduction in foreign currency exchange losses of $26 million and an increase in royalty and grant income of $5 million. These positive variances were partially offset by a decrease in miscellaneous other income of $9 million, an unfavorable change in net provision for bad debts of $3 million, and a decrease in net gain on sales of assets of $1 million.

Interest expense — net increased by $6 million for the year ended December 31, 2009 compared to the year ended December 31, 2008, primarily as the result of lower interest income and higher borrowing margins under the prior credit agreement, which became effective on June 24, 2009, largely offset by lower interest rates on our variable rate debt.

Gain on retirement of debt was $26 million for the year ended December 31, 2009. We repurchased $57 million in principal amount of our senior unsecured notes issued in 2007 and recorded a gain on retirement of debt of $41 million, offset by $6 million of debt issuance costs written off relating to entering into our prior credit agreement. In addition, as a result of the full repayment of the term loan A-1 and term loan B-1, we recorded a loss on retirement of debt of approximately $9 million relating to the write-off of debt issuance costs.

Income tax expense for the year ended December 31, 2009 was $67 million on pre-tax earnings of $140 million as compared to income tax expense of $126 million on a pre-tax loss of $638 million for the year ended December 31, 2008. Income tax expense for the year ended December 31, 2009 includes a charge of $33 million resulting from changes in determinations relating to the potential realization of deferred tax assets in certain foreign subsidiaries. Income tax expense for the year ended December 31, 2008 includes a net charge of approximately $15 million resulting from changes in determinations relating to the potential realization of deferred tax assets in certain foreign subsidiaries. The income tax rate varies from the United States statutory income tax rate due primarily to the items noted above and the impact of results in the United States and certain foreign jurisdictions that are currently in a valuation allowance position for which pre-tax earnings or losses do not result in the recognition of a corresponding income tax expense or benefit, as well as favorable foreign tax rates, holidays, and credits.

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SEGMENT RESULTS OF OPERATIONS

The following tables reconcile segment sales and earnings (losses) before taxes to consolidated sales and earnings (losses) before taxes for 2010, 2009, and 2008. See Note 18 to our consolidated financial statements included in Item 8 of this Report for a description of segment earnings (losses) before taxes for the periods presented.

Segment Results of Operations

Sales, Including Intersegment Sales

	Years Ended December 31,
										2010 vs. 2009			2009 vs. 2008
	2010			2009			2008			Variance			Variance
	(Dollars in millions)
Chassis Systems	$	8,577		$	6,856		$	8,545		$	1,721		$	(1,689	)
Occupant Safety Systems		3,482			2,922			3,823			560			(901	)
Electronics		1,150			864			1,184			286			(320	)
Automotive Components		1,707			1,341			1,889			366			(548	)
Intersegment eliminations		(533	)		(369	)		(446	)		(164	)		77
Total sales	$	14,383		$	11,614		$	14,995		$	2,769		$	(3,381	)

Earnings (Losses) Before Taxes

	Years Ended December 31,
										2010 vs. 2009			2009 vs. 2008
	2010			2009			2008			Variance			Variance
	(Dollars in millions)
Chassis Systems	$	660		$	211		$	144		$	449		$	67
Occupant Safety Systems		373			138			(42	)		235			180
Electronics		138			47			111			91			(64	)
Automotive Components		72			(56	)		(592	)		128			536
Segment earnings (losses) before taxes		1,243			340			(379	)		903			719
Corporate expense and other		(66	)		(54	)		(90	)		(12	)		36
Financing costs		(162	)		(190	)		(184	)		28			(6	)
Gain (loss) on retirement of debt — net		(15	)		26			—			(41	)		26
Net earnings attributable to noncontrolling interest, net of tax		41			18			15			23			3
Earnings (losses) before income taxes	$	1,041		$	140		$	(638	)	$	901		$	778

Restructuring Charges and Asset Impairments Included in Earnings (Losses) Before Taxes

	Years Ended December 31,
								2010 vs. 2009			2009 vs. 2008
	2010			2009		2008		Variance			Variance
	(Dollars in millions)
Chassis Systems	$	10		$	59	$	89	$	(49	)	$	(30	)
Occupant Safety Systems		23			19		217		4			(198	)
Electronics		(1	)		4		4		(5	)		—
Automotive Components		12			21		621		(9	)		(600	)
Corporate		1			27		1		(26	)		26
Total restructuring charges and asset impairments	$	45		$	130	$	932	$	(85	)	$	(802	)

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CHASSIS SYSTEMS

Comparison of the year ended December 31, 2010 and December 31, 2009:

Sales, including intersegment sales increased $1,721 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase was driven primarily by an increase in volume (net of price reductions provided to customers) of $1,718 million.

Earnings (losses) before taxes increased by $449 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase was driven primarily by higher volume (net of adverse mix) of $354 million, lower restructuring and impairment costs of $49 million, cost reductions (in excess of inflation and price reductions provided to customers) of $36 million, the favorable impact of foreign currency exchange of $28 million, and a $10 million gain on curtailment of the U.S. salaried pension plan. Partially offsetting these favorable items were the non-recurrence of various favorable customer settlements of $25 million.

Restructuring charges and asset impairments decreased by $49 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. The decrease was driven primarily by lower severance and other charges of $37 million, reduced fixed asset impairments of $11 million and a gain on the sale of a restructured property in the amount of $4 million, partially offset by a decrease in net curtailment gains of $3 million.

Comparison of the year ended December 31, 2009 and December 31, 2008:

Sales, including intersegment sales decreased $1,689 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease in sales was driven primarily by lower volume and, to a much lesser degree, price reductions provided to customers, which combined totaled $1,246 million. The lower volume was attributed to a decline in light vehicle production volumes in all major geographic regions. Foreign currency exchange also had a net unfavorable impact on sales of $443 million.

Earnings (losses) before taxes increased by $67 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The increase in earnings was driven primarily by cost reductions (in excess of inflation and price reductions provided to customers) of $303 million, decreased restructuring and impairment costs of $30 million, lower pension and postretirement benefit expense of $16 million (which includes an increase of $9 million of net settlement gains) as well as the favorable impact of certain customer related settlements of $12 million and contractual settlements related to a recent acquisition of $8 million. Also contributing to the increase in earnings was a customer reimbursement of $5 million for costs incurred as a result of the premature closure of an operating facility. These items were partially offset by lower volume and adverse mix which totaled $240 million, the net unfavorable impact of foreign currency exchange of $27 million, increased warranty expense of $26 million and the non-recurrence of net insurance recoveries of $17 million related to a business disruption at our brake line production facility in South America in the prior period.

Restructuring charges and asset impairments decreased by $30 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease was driven primarily by a decrease in fixed asset impairments of $55 million. This decrease was offset by a net increase in severance and other charges and net curtailment gains of $25 million related to the workforce reduction initiatives that began in the fourth quarter of 2008.

OCCUPANT SAFETY SYSTEMS

Comparison of the year ended December 31, 2010 and December 31, 2009:

Sales, including intersegment sales increased $560 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase in sales was driven primarily by an increase in volume (net of price reductions provided to customers) of $664 million, partially offset by the unfavorable impact of foreign currency exchange of $104 million.

Earnings (losses) before taxes increased $235 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase in earnings was driven primarily by favorable volume (net of adverse mix) of $165 million, cost reductions (in excess of inflation and price reductions provided to customers) of $94 million, and lower costs related to pension and postretirement benefits of $6 million, which includes a

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$4 million gain on curtailment of the U.S. salaried pension plan. Partially offsetting these favorable items were the non-recurrence of certain customer settlements and favorable patent dispute resolutions totaling $13 million, higher warranty costs of $6 million, the non-recurrence of accrual reversals in the prior period related to certain benefit programs at several of our European facilities of $5 million, and an increase in restructuring and impairment costs of $4 million.

Restructuring charges and asset impairments increased by $4 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009 due to higher severance and other charges.

Comparison of the year ended December 31, 2009 and December 31, 2008:

Sales, including intersegment sales decreased $901 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease in sales was driven primarily by lower volume and, to a lesser degree, price reductions provided to customers, which combined totaled $661 million and the net unfavorable impact of foreign currency exchange of $240 million.

Earnings (losses) before taxes increased $180 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The increase in earnings was driven primarily by decreased restructuring and impairment costs of $198 million, and cost reductions (in excess of inflation and price reductions) of $177 million and the beneficial impact of certain customer related settlements and favorable patent dispute resolutions totaling $13 million. Also contributing to the increase in earnings were the reversal of accruals related to certain benefit programs at several of our European facilities which increased earnings by $5 million and lower warranty costs of $4 million. These items were partially offset by lower volume and adverse mix which totaled $203 million, and the net unfavorable impact of foreign currency exchange of $15 million.

Restructuring charges and asset impairments decreased by $198 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. During 2008, this segment recorded an impairment loss of $174 million related to customer relationships, the non-recurrence of which was the primary contributor to the decrease period over period. In addition, a decrease in fixed asset impairments of $16 million along with a net decrease in severance and other charges and net curtailment gains of $8 million contributed to the significant overall decrease.

ELECTRONICS

Comparison of the year ended December 31, 2010 and December 31, 2009:

Sales, including intersegment sales increased by $286 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase was driven primarily by an increase in volume (net of price reductions provided to customers) of $276 million and the favorable impact of foreign currency exchange of $10 million.

Earnings (losses) before taxes increased by $91 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase was driven primarily by higher volume (net of adverse mix) of $76 million, favorable impact of foreign currency exchange of $17 million, lower pension and post retirement benefit costs of $5 million, and lower restructuring and impairment costs of $5 million. Partially offsetting these favorable items were price reductions and inflation in excess of cost reductions of $11 million.

Restructuring charges and asset impairments decreased by $5 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009, primarily due to lower severance and other charges.

Comparison of the year ended December 31, 2009 and December 31, 2008:

Sales, including intersegment sales decreased by $320 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease in sales was driven primarily by lower volume and, to a much lesser degree, price reductions provided to customers, which combined totaled $263 million, and the net unfavorable impact of foreign currency exchange of $57 million.

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Earnings (losses) before taxes decreased by $64 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease in earnings was driven primarily by lower volume and adverse mix which totaled $115 million, the net unfavorable impact of foreign currency exchange of $4 million and increased warranty costs of $4 million. These items were partially offset by cost reductions (in excess of inflation and price reductions) of $58 million.

Restructuring charges and asset impairments were $4 million for both of the years ended December 31, 2009 and 2008. The charges primarily related to severance and other charges and fixed asset impairments not related to restructuring.

AUTOMOTIVE COMPONENTS

Comparison of the year ended December 31, 2010 and December 31, 2009:

Sales, including intersegment sales increased by $366 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This increase in sales was driven primarily by an increase in volume (net of price reductions provided to customers) of $371 million, partially offset by the unfavorable impact of foreign currency exchange of $5 million.

Earnings (losses) before taxes increased by $128 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. The increase in earnings was driven primarily by volume (net of adverse mix) of $93 million, favorable impact of foreign currency exchange of $15 million, lower restructuring and impairment costs of $9 million, lower pension and post retirement benefit costs of $7 million all of which is attributed to gains on curtailments, and lower warranty costs of $2 million.

Restructuring charges and asset impairments decreased by $9 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. This was primarily driven by lower severance and other charges of $7 million and reduced fixed asset impairments of $3 million.

Comparison of the year ended December 31, 2009 and December 31, 2008:

Sales, including intersegment sales decreased by $548 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease in sales was driven primarily by lower volume and, to a much lesser degree, price reductions provided to customers, which combined totaled $405 million and the net unfavorable impact of foreign currency exchange of $143 million.

Earnings (losses) before taxes increased by $536 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The increase in earnings was driven primarily by decreased restructuring and impairment costs of $600 million and cost reductions (in excess of inflation and price reductions) of $104 million. These items were partially offset by lower volume and adverse mix which totaled $139 million and the net unfavorable impact of foreign currency exchange of $29 million.

Restructuring charges and asset impairments decreased by $600 million for the year ended December 31, 2009 as compared to the year ended December 31, 2008. During 2008, this segment recorded an impairment loss of $613 million related to goodwill and customer relationships, which primarily contributed to the decrease period over period. This was offset by net increases in severance and other charges, and net curtailment gains of $11 million and fixed asset impairments not related to restructuring of $2 million.

LIQUIDITY AND CAPITAL RESOURCES

We believe that funds generated from operations, cash on hand and available borrowing capacity will be adequate to fund our liquidity requirements. These requirements, which are significant, generally consist of working capital requirements, company-sponsored research and development programs, capital expenditures, contributions for pensions and other postretirement benefits, and debt service requirements. In addition, our current financing plans are intended to provide flexibility in worldwide financing activities and permit us to respond to changing conditions in credit markets. However, our ability to continue to fund these items and to reduce debt may be affected by general economic, industry specific, financial market, competitive, legislative and regulatory factors.

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On an annual basis, our primary source of liquidity remains cash flows generated from operations. At various points during the course of a given year, we may be in an operating cash usage position, which is not unusual given the seasonality of our business. We also have available liquidity under our revolving credit facility and the credit facilities described below, subject to certain conditions. We continuously focus on our working capital position and associated cash requirements and explore opportunities to more effectively manage our inventory and capital spending. Working capital is highly influenced by the timing of cash flows associated with sales and purchases, and therefore can be difficult to manage at times. Although we have historically been successful in managing the timing of our cash flows, future success will be dependent on the financial position of our customers and suppliers, and on industry conditions.

Cash Flows

Operating Activities.  Cash provided by operating activities for the year ended December 31, 2010, was $1,052 million, as compared to $455 million for the year ended December 31, 2009. The increase in cash provided by operations was primarily the result of our improved operating results for 2010, as compared with 2009. Other items contributing to the improvement in cash provided by operations were favorable working capital changes of $124 million, primarily due to increased collections on our accounts receivable, and reduced restructuring and other severance-related payments of $36 million. These favorable changes in operating cash flows were partially offset by increased cash paid for pension and OPEB benefits of $185 million, which includes discretionary pension contributions in 2010 totaling approximately $170 million.

Investing Activities.  Cash used in investing activities for the year ended December 31, 2010 was $289 million as compared to $197 million for the year ended December 31, 2009.

For the years ended December 31, 2010 and 2009, we spent $294 million and $201 million, respectively, in capital expenditures, primarily in connection with upgrading existing products, continuing new product launches, and infrastructure and equipment at our facilities to support our manufacturing and cost reduction efforts. We expect to spend approximately $540 million on capital expenditures during 2011 as we continue to invest in strategic growth.

We received proceeds from the sale of various assets of $7 million and $4 million for the years ended December 31, 2010 and 2009, respectively.

Financing Activities.  Cash used in financing activities was $463 million for the year ended December 31, 2010 as compared to $250 million for the year ended December 31, 2009. During 2010, we optionally repaid in full the outstanding Term Loan A-2 of $225 million and Term Loan B-3 of $175 million and repurchased portions of our senior unsecured notes totaling approximately $152 million in principal amount. Also in 2010, we received $76 million of net proceeds from exercise of stock options.

During 2009, we received approximately $884 million of proceeds from issuance of certain senior unsecured notes and term loan facilities and $269 million of net proceeds from issuance of common stock. The net proceeds from these financing transactions, together with cash on hand, were used to repay $1,093 million of borrowings under previous term loan facilities, $203 million of our revolving credit facility, $57 million of our senior unsecured notes, and $48 million of our short-term debt.

Other Sources of Liquidity

Liquidity Facilities.  We may draw down on, and use proceeds from, our revolving credit facility which is part of our senior secured credit facilities described below to fund normal working capital needs from month to month in conjunction with available cash on hand. As of December 31, 2010, we had approximately $1.2 billion of availability under our revolving credit facility. This availability reflects no outstanding borrowings and reduced availability as a result of $39 million in outstanding letters of credit and bank guarantees and a $48 million unfunded commitment of Lehman Commercial Paper Inc. (“LCP”) under the revolving credit facility. We have excluded LCP’s commitment from the description of the revolving credit facility and all references to availability contained in this Report.

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On December 31, 2010, our subsidiaries in the Asia Pacific region also had various uncommitted credit facilities, of which $217 million was unutilized. We expect that these additional facilities will be drawn from time to time for normal working capital purposes.

Under normal working capital utilization of liquidity, portions of the amounts drawn under the revolving credit facility typically are paid back throughout the month as cash from customers is received. We could then draw upon such facilities again for working capital purposes in the same or succeeding months. However, during any given month, upon examination of economic and industry conditions, we may fully draw on our revolving credit facility.

Senior Secured Credit Facilities.  Our Seventh Amended and Restated Credit Agreement (the “Seventh Credit Agreement”), entered into in December 2009, provides for senior secured credit facilities consisting of (i) the revolving credit facility in the amount of $1,256 million, of which $411 million matures May 9, 2012 and $845 million matures November 30, 2014, subject to certain conditions, (ii) the $225 million Term Loan A-2, and (iii) the $175 million Term Loan B-3. Net proceeds from the Term Loan A-2 and Term Loan B-3, together with cash on hand, were used to repay the remaining balance of the existing term loan A-1 and term loan B-1 and pay fees and expenses associated with the Seventh Credit Agreement. See “— Senior Secured Credit Facilities” in Note 11 to our consolidated financial statements included in Item 8 of this Report for a description of these facilities.

During 2010, we optionally repaid in full the outstanding Term Loan A-2 and Term Loan B-3 balances of $225 million and $175 million, respectively, with cash on hand. In conjunction with the repayment of the Term Loan A-2 and the Term Loan B-3, we recorded a loss on retirement of debt of $5 million, $3 million of which was for the write-off of deferred financing fees relating to the term loans, and $2 million was related to the acceleration of interest rate swap losses that had been included in other comprehensive income.

Our Seventh Credit Agreement contains a number of covenants, including financial covenants that would impact our ability to borrow on the facility if not met and restrictive covenants that, among other things, restrict the ability to incur additional indebtedness and the payment of cash dividends on our common stock. As of December 31, 2010, we were in compliance with all of our financial covenants. See “— Debt Covenants” in Note 11 to our consolidated financial statements included in Item 8 of this Report for further information on additional debt covenants.

Other Capital Transactions

Senior Note Debt Repurchases.  In 2010, we entered into transactions to repurchase portions of our senior unsecured notes totaling approximately $152 million in principal amount. As a result of these transactions, we recorded a loss on retirement of debt of $10 million, including the write-off of a portion of debt issuance costs and premiums. These repurchases were funded from cash on hand.

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Contractual Obligations and Commitments

The following table reflects our significant contractual obligations as of December 31, 2010:

	Less Than		One to		Three to			More Than
	One Year		Three Years		Five Years			Five Years			Total
	(Dollars in millions)
Short-term borrowings	$	23	$	—	$	—		$	—		$	23
Long-term debt obligations		12		69		1,030	(b)		738			1,849
Capital lease obligations		8		9		5			8			30
Operating lease obligations		84		110		81			77			352
Projected interest payment on long-term debt(a)		129		249		162			96			636
Transaction and Monitoring Fee Agreement		5		10		10			—	(c)		25(c	)
Total	$	261	$	447	$	1,288		$	919		$	2,915

(a)	Long term debt includes both fixed rate and variable rate obligations. As of December 31, 2010, approximately 1% of our total debt was at variable interest rates. The projected interest payment obligations are based upon (1) fixed rates where appropriate and (2) projected London Interbank Borrowing Rates (LIBOR) obtained from third parties plus applicable margins as of the current balance sheet date for variable rate obligations. The projected interest payment obligations are also based upon debt outstanding at the balance sheet date and assumes retirement at scheduled maturity dates.
(b)	In accordance with ASC 470-20, “Debt,” upon issuance of our exchangeable notes a debt discount was recognized as a decrease in debt and an increase in equity. Accordingly, the fair value and carrying value of long-term fixed rate debt is net of the unamortized discount of $56 million as of December 31, 2010. The debt discount does not affect the actual amount we are required to repay, therefore it is included in the contractual obligation table but is not reflected in the carrying value disclosed in Note 11 of this Report.
(c)	The Transaction and Monitoring Fee Agreement was entered into with Blackstone in February 2003 and has a fairly indefinite term. The agreement terminates when Blackstone owns less than 5% of our outstanding shares or when we and Blackstone mutually agree.

We have unrecognized tax benefits amounting to $172 million. However, due to a high degree of uncertainty regarding the timing of such future cash outflows, reasonable estimates cannot be made regarding the period of cash settlement with the applicable taxing authority.

In addition to the obligations discussed above, we sponsor defined benefit pension plans that cover a significant portion of our U.S. employees and certain non-U.S. employees. Commencing in 2008, our pension plans in the U.S. are funded in conformity with the Pension Protection Act of 2006. Funding for our pension plans in other countries is based upon actuarial recommendations or statutory requirements. In 2011, our minimum expected funding is $1 million for our U.S. pension plans and $41 million for pension plans in the rest of the world, however, we may, at our discretion, make additional contributions.

As of October 31, 2010, the U.K. Plan had a deficit of $620 million, as estimated by the Plan’s actuary. We and the plan fiduciaries/trustees agreed on a deficit recovery plan where we are to make annual contributions of £20 million to the Plan through March 2019. These contributions, in conjunction with investment performance, are expected to eliminate the deficit by that date. In addition to the 2010 payment, we accelerated the contributions otherwise due in 2011 and 2012 into 2010, resulting in total contributions in 2010 of £60 million, or $93 million. Required contributions to the Plan will resume in 2013, however, we may, at our discretion, make contributions during 2011 and 2012.

We sponsor OPEB plans that cover the majority of our U.S. and certain non-U.S. retirees and provide for benefits to eligible employees and dependents upon retirement. We are subject to increased OPEB cash costs due to, among other factors, rising health care costs. We fund our OPEB obligations on a pay-as-you-go basis. In 2011, we expect to contribute approximately $42 million to our OPEB plans.

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We also have liabilities recorded for various environmental matters. As of December 31, 2010, we had reserves for environmental matters of $61 million. We expect to pay approximately $13 million in 2011 in relation to these matters.

In addition to the contractual obligations and commitments noted above, we have contingent obligations in the form of severance and bonus payments for our executive officers. We have no unconditional purchase obligations other than those related to inventory, services, tooling and property, plant and equipment in the ordinary course of business.

Other Commitments.  Continuing pressure from customers to reduce prices is characteristic of the automotive parts industry. Historically, we have taken steps to reduce costs and minimize and/or resist price reductions; however, to the extent we are unsuccessful at resisting price reductions, or are not able to offset price reductions through improved operating efficiencies and reduced expenditures, such price reductions may have a material adverse effect on our financial condition, results of operations and cash flows.

In addition to pricing concerns, customers continue to seek changes in terms and conditions in our contracts concerning warranty and recall participation and payment terms on product shipped. We believe that the likely resolution of these proposed modifications will not have a material adverse effect on our financial condition, results of operations or cash flows.

Off-Balance Sheet Arrangements

We do not have material off-balance sheet arrangements. Also, we do not have guarantees related to unconsolidated entities, which have, or are reasonably likely to have, a material current or future effect on our financial position, results of operations or cash flows.

Environmental Matters and other Contingencies

The information concerning various claims, lawsuits and administrative proceedings contained in Note 17 to our consolidated financial statements included in Item 8 of this Report is incorporated herein by reference. The additional information concerning environmental matters included in Item 1 “Business — Environmental Matters” of this Report is incorporated herein by reference.

Recently Issued Accounting Pronouncements

See Note 2 to our consolidated financial statements included in Item 8 of this Report for a discussion of recently issued accounting pronouncements.

Outlook

We expect full year 2011 sales to be in the range of $14.9 billion to $15.3 billion, including first quarter sales of approximately $3.9 billion. These sales figures are based on expected 2011 production levels of 12.7 million units in North America, 18.7 million units in Europe, continued strong growth in our fastest growing market, China, and our expectations for foreign currency exchange rates.

During 2010, vehicle production continued an upward trend. North America experienced a slow and steady increase in production from 2009, which is expected to continue in the near-term. In Europe, production levels were significantly higher compared with 2009, however, we expect that they will stabilize in the near-term. Despite the various challenges that the industry faces (such as the impact of macroeconomic conditions and fluctuating production levels and commodity prices), we are confident that we will manage through them successfully. We continue to expect that full recovery of the automotive industry will be a gradual process.

Growth in the rest of the world, such as China and Brazil, continued at a robust pace in 2010. We expect this growth to continue in 2011 and beyond. Establishing the appropriate levels of capital, infrastructure, and engineering investment to support expansion in these areas will become increasingly important as these regions become a more substantial portion of our business.

39

We believe that our liquidity, continued focus on controlling costs, leading technology portfolio and our business prospects, particularly in developing markets, driven by the continued focus on safety in vehicles, provide a firm foundation for continued profitability.

We continue to be exposed to the potential inflationary impact of certain commodities such as ferrous metals, base metals, yarns, resins and other petroleum-based products as well as energy costs. As production increases, commodity inflationary pressures may increase, both in the automotive industry and in the broader economy. Although the impact of commodity inflation may not affect us immediately, it is typically evidenced by near-term contribution margin contraction and can put significant operational and financial burdens on us and our suppliers.

We remain concerned about the viability of the Tier 2 and Tier 3 supply base as they face financial difficulties in the current environment due to increased working capital requirements resulting from increased production levels and commodity inflationary pressures. The inability of any major supplier to meet its commitments could negatively impact us either directly or by negatively affecting our customers. While we continue our efforts to mitigate the impact of our suppliers’ financial distress on our financial results, our efforts may be insufficient and the pressures may worsen, thereby potentially having a negative impact on our future results.

Forward-Looking Statements

This Report includes “forward-looking statements,” as that term is defined by the federal securities laws. Forward-looking statements include statements concerning our plans, intentions, objectives, goals, strategies, forecasts, future events, future revenue or performance, capital expenditures, financing needs, business trends and other information that is not historical information. When used in this Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” and future or conditional verbs, such as “will,” “should,” “could” or “may,” as well as variations of such words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are so designated. All forward-looking statements, including, without limitation, management’s examination of historical operating trends and data, are based upon our current expectations and various assumptions, and apply only as of the date of this Report. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements, including those set forth in “Item 1A. Risk Factors” in this Report and in our other filings with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such cautionary statements. We undertake no obligation to update or revise forward-looking statements which have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Our primary market risk arises from fluctuations in foreign currency exchange rates, interest rates and commodity prices. We manage foreign currency exchange rate risk, interest rate risk and, to a lesser extent, commodity price risk by utilizing various derivative instruments. We limit the use of such instruments to hedging activities; we do not use such instruments for speculative or trading purposes. If we did not use derivative instruments, our exposure to such risks would be higher. We are exposed to credit loss in the event of nonperformance by the counterparty to the derivative financial instruments. We attempt to manage this exposure by entering into agreements directly with a number of major financial institutions that meet our credit standards and that are expected to fully satisfy their obligations under the contracts. However, given historical disruptions in the financial markets, including the bankruptcy, insolvency or restructuring of certain financial institutions, there is no guarantee that the financial institutions with whom we contract will be able to fully satisfy their contractual obligations.

Foreign Currency Exchange Rate Risk.  We utilize derivative financial instruments to manage foreign currency exchange rate risks. We enter into forward contracts and, to a lesser extent, options to hedge portions of our foreign currency denominated forecasted revenues, purchases and the subsequent cash flow from adverse movements in exchange rates. Foreign currency exposures are reviewed monthly and any natural offsets are considered prior to entering into a derivative financial instrument.

40

During 2010, we repaid approximately $520 million of our U.S. dollar-denominated debt resulting in an increase in the percentage of debt denominated in foreign currencies compared to total debt. As of December 31, 2010, approximately 24% of our total debt was in foreign currencies, as compared to 19% as of December 31, 2009.

Interest Rate Risk.  We are subject to interest rate risk in connection with variable- and fixed-rate debt. In order to manage interest costs, we may occasionally utilize interest rate swap agreements to exchange fixed- and variable-rate interest payment obligations over the life of the agreements. As of December 31, 2010, approximately 1% of our total debt was at variable interest rates, as compared to 18% (or 5% when considering the effect of interest rate swaps) as of December 31, 2009.

Commodity Price Risk.  From time to time, we may utilize derivative financial instruments to manage select commodity price risks. Forward purchase agreements generally meet the criteria to be accounted for as normal purchases. Forward purchase agreements which do not or no longer meet these criteria are classified and accounted for as derivatives.

Sensitivity Analysis.  We utilize a sensitivity analysis model to calculate the fair value, cash flows or statement of operations impact that a hypothetical 10% change in market rates would have on our debt and derivative instruments. For derivative instruments, we utilized applicable forward rates in effect as of December 31, 2010 to calculate the fair value or cash flow impact resulting from this hypothetical change in market rates. The analyses also do not factor in a potential change in the level of variable rate borrowings or derivative instruments outstanding that could take place if these hypothetical conditions prevailed. The results of the sensitivity model calculations follow:

	Assuming a			Assuming a			Favorable
	10% U.S.$			10% U.S.$			(Unfavorable)
Market Risk	Strengthening			Weakening			Change in
	(Dollars in millions)
Foreign Currency Rate Sensitivity:
— Forward sales contracts of U.S.$ and net purchased U.S.$ put options	$	(53	)	$	55			Fair value
— Forward purchase contracts of U.S.$ and net purchased U.S.$ call options	$	21		$	(21	)		Fair value
— Foreign currency denominated debt	$	43		$	(43	)		Fair value

	Assuming a		Assuming a			Favorable
	10% Increase		10% Decrease			(Unfavorable)
	in Rates		in Rates			Change in
	(Dollars in millions)
Interest Rate Sensitivity:
Debt
— Fixed rate	$	38	$	(39	)		Fair value
— Variable rate	$	—	$	—			Cash flow

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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TRW Automotive Holdings Corp.

Consolidated Statements of Operations

	Years Ended December 31,
	2010			2009			2008
	(In millions, except per share amounts)
Sales	$	14,383		$	11,614		$	14,995
Cost of sales		12,661			10,708			13,977
Gross profit		1,722			906			1,018
Administrative and selling expenses		509			484			523
Amortization of intangible assets		22			21			31
Restructuring charges and fixed asset impairments		45			100			145
Goodwill impairments		—			—			458
Intangible asset impairments		—			30			329
Other (income) expense — net		(38	)		(18	)		—
Operating income (losses)		1,184			289			(468	)
Interest expense — net		162			190			184
(Gain) loss on retirement of debt — net		15			(26	)		—
Equity in (earnings) losses of affiliates, net of tax		(34	)		(15	)		(14	)
Earnings (losses) before income taxes		1,041			140			(638	)
Income tax expense (benefit)		166			67			126
Net earnings (losses)		875			73			(764	)
Less: Net earnings attributable to noncontrolling interest, net of tax		41			18			15
Net earnings (losses) attributable to TRW	$	834		$	55		$	(779	)
Basic earnings (losses) per share:
Earnings (losses) per share	$	6.96		$	0.51		$	(7.71	)
Weighted average shares outstanding		119.8			107.8			101.1
Diluted earnings (losses) per share:
Earnings (losses) per share	$	6.49		$	0.51		$	(7.71	)
Weighted average shares outstanding		131.3			108.7			101.1

See accompanying notes to consolidated financial statements.

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TRW Automotive Holdings Corp.

Consolidated Balance Sheets

	As of December 31,
	2010			2009
	(Dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	1,078		$	788
Accounts receivable — net		2,087			1,943
Inventories		760			660
Prepaid expenses and other current assets		126			135
Deferred income taxes		89			66
Total current assets		4,140			3,592
Property, plant and equipment — net		2,100			2,334
Goodwill		1,761			1,768
Intangible assets — net		304			324
Pension assets		454			179
Deferred income taxes		83			138
Other assets		446			397
Total assets	$	9,288		$	8,732
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	23		$	18
Current portion of long-term debt		20			28
Trade accounts payable		2,079			1,912
Accrued compensation		251			256
Income taxes		50			26
Other current liabilities		1,096			1,068
Total current liabilities		3,519			3,308
Long-term debt		1,803			2,325
Postretirement benefits other than pensions		453			479
Pension benefits		681			804
Deferred income taxes		95			34
Long-term liabilities		499			473
Total liabilities		7,050			7,423
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—
Capital stock		1			1
Treasury stock		—			—
Paid-in-capital		1,638			1,553
Retained earnings (accumulated deficit)		511			(323	)
Accumulated other comprehensive earnings (losses)		(87	)		(71	)
Total TRW stockholders’ equity		2,063			1,160
Noncontrolling interest		175			149
Total equity		2,238			1,309
Total liabilities and equity	$	9,288		$	8,732

See accompanying notes to consolidated financial statements.

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TRW Automotive Holdings Corp.

Consolidated Statements of Cash Flows

	Years Ended December 31,
	2010			2009			2008
	(Dollars in millions)
Operating Activities
Net earnings (losses)	$	875		$	73		$	(764	)
Adjustments to reconcile net earnings (losses) to net cash provided by (used in) operating activities:
Depreciation and amortization		469			495			576
Net pension and other postretirement benefits income and contributions		(407	)		(234	)		(192	)
Net (gain) loss on sales of assets		(3	)		(4	)		(5	)
Amortization of debt issuance costs		12			7			3
Net (gain) loss on retirement of debt		15			(26	)		—
Fixed asset impairment charges		(1	)		17			87
Goodwill and intangible asset impairment charges		—			30			787
Deferred income taxes		56			(4	)		12
Share-based compensation expense		13			14			20
Exchangeable bond premium amortization		9			—			—
Other — net		(22	)		7			(7	)
Changes in assets and liabilities, net of effects of businesses acquired:
Accounts receivable — net		(188	)		(312	)		612
Inventories		(113	)		63			91
Trade accounts payable		223			47			(460	)
Prepaid expense and other assets		(14	)		151			(67	)
Other liabilities		128			131			80
Net cash provided by (used in) operating activities		1,052			455			773
Investing Activities
Capital expenditures, including other intangible assets		(294	)		(201	)		(482	)
Acquisitions of businesses, net of cash acquired		—			—			(40	)
Net proceeds from asset sales		7			4			15
Other — net		(2	)		—			—
Net cash provided by (used in) investing activities		(289	)		(197	)		(507	)
Financing Activities
Change in short-term debt		4			(48	)		6
Net (repayments on) proceeds from revolving credit facility		—			(203	)		(229	)
Proceeds from issuance of long-term debt, net of fees		53			1,960			6
Redemption of long-term debt		(581	)		(2,225	)		(68	)
Proceeds from issuance of capital stock, net of fees		—			269			—
Proceeds from exercise of stock options		76			6			4
Dividends paid to noncontrolling interest		(20	)		(9	)		(6	)
Capital contribution from noncontrolling interest		5			—			—
Net cash provided by (used in) financing activities		(463	)		(250	)		(287	)
Effect of exchange rate changes on cash		(10	)		24			(118	)
Increase (decrease) in cash and cash equivalents		290			32			(139	)
Cash and cash equivalents at beginning of period		788			756			895
Cash and cash equivalents at end of period	$	1,078		$	788		$	756
Supplemental Cash Flow Information:
Interest paid	$	155		$	192		$	191
Income tax paid — net	$	76		$	61		$	148

See accompanying notes to consolidated financial statements.

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TRW Automotive Holdings Corp.

Consolidated Statements of Changes in Stockholders’ Equity

	As of December 31,
	2010					2009					2008
	Shares		Amount			Shares		Amount			Shares		Amount
	(In millions, except for share amounts)
Capital Stock and Paid-in-Capital
Beginning Balance		117,894,443	$	1,554			101,172,769	$	1,200			100,629,495	$	1,177
Sale of common stock under stock option plans		4,250,959		76			340,957		6			266,254		—
Issuance of common stock upon vesting of restricted stock units		320,452		(5	)		280,717		—			277,020		—
Shares issued in public offering		—		—			16,100,000		269			—		—
Share-based compensation expense				13					14					20
Tax benefits on share-based compensation				1					—					3
Equity component of 3.5% exchangeable notes				—					65					—
Ending Balance		122,465,854	$	1,639			117,894,443	$	1,554			101,172,769	$	1,200
Retained Earnings (Accumulated Deficit)
Beginning Balance			$	(323	)			$	(378	)			$	398
Net earnings (losses) attributable to TRW				834					55					(779	)
Impact of change in measurement date on benefit plans				—					—					3
Ending Balance			$	511				$	(323	)			$	(378	)
Accumulated Other Comprehensive Earnings (Losses)
Beginning Balance			$	(71	)			$	309				$	1,617
Foreign currency translation				12					126					(367	)
Retirement obligations, net of tax(a)				(35	)				(648	)				(804	)
Deferred cash flow hedges, net of tax(b)				7					142					(137	)
Ending Balance			$	(87	)			$	(71	)			$	309
Total TRW Stockholders’ Equity
Beginning Balance			$	1,160				$	1,131				$	3,192
Change in capital stock and paid-in-capital				85					354					23
Change in retained earnings (accumulated deficit)				834					55					(776	)
Change in accumulated other comprehensive earnings (losses)				(16	)				(380	)				(1,308	)
Ending Balance			$	2,063				$	1,160				$	1,131
Noncontrolling Interest
Beginning Balance			$	149				$	137				$	134
Net earnings (losses)				41					18					15
Foreign currency translation				—					3					(5	)
Cash dividends paid to noncontrolling interest				(20	)				(9	)				(7	)
Capital contribution from noncontrolling interest				5					—					—
Ending Balance			$	175				$	149				$	137
Total Equity			$	2,238				$	1,309				$	1,268
Comprehensive Earnings (Losses)
Net earnings (losses)			$	875				$	73				$	(764	)
Foreign currency translation				12					129					(372	)
Retirement obligations, net of tax(a)				(35	)				(648	)				(804	)
Deferred cash flow hedges, net of tax(b)				7					142					(137	)
Impact of change in measurement date on benefit plans				—					—					3
Total comprehensive earnings (losses)			$	859				$	(304	)			$	(2,074	)

^(a) Tax on retirement obligations for the years ended December 31, 2010, 2009 and 2008 was $(39) million, $227 million, and $161 million, respectively.

^(b) Tax on deferred cash flow hedges as of December 31, 2010, 2009 and 2008 was $(3) million, $(28) million, and $30 million, respectively.

See accompanying notes to consolidated financial statements.

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements

1.   Description of Business

TRW Automotive Holdings Corp. (also referred to herein as the “Company”) is among the world’s largest and most diversified suppliers of automotive systems, modules and components to global automotive original equipment manufacturers (“OEMs”) and related aftermarkets. The Company conducts substantially all of its operations through subsidiaries. These operations primarily encompass the design, manufacture and sale of active and passive safety related products. Active safety related products principally refer to vehicle dynamic controls (primarily braking and steering), and passive safety related products principally refer to occupant restraints (primarily airbags and seat belts) and safety electronics (electronic control units and crash and occupant weight sensors). The Company operates its business along four segments: Chassis Systems, Occupant Safety Systems, Electronics and Automotive Components. The Company is primarily a “Tier 1” supplier (a supplier that sells to OEMs). In 2010, approximately 85% of the Company’s end-customer sales were to major OEMs.

2.   Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”).

Summary of Significant Accounting Policies

Principles of Consolidation.  The Company’s consolidation policy requires the consolidation of entities where a controlling financial interest is held, as well as consolidation of variable interest entities (“VIEs”) in which the Company is determined to have a controlling financial interest in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidations.” Investments in 20% to 50% owned affiliates, which are not required to be consolidated, are accounted for under the equity method and presented in other assets in the consolidated balance sheets. Equity in earnings from these investments is presented separately in the consolidated statements of operations, net of tax. Intercompany accounts are eliminated.

Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities and reported amounts of revenues and expenses in the consolidated statements of operations. Considerable judgment is often involved in making these determinations; the use of different assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those estimates.

Foreign Currency.  The financial statements of foreign subsidiaries are translated to U.S. dollars at end-of-period exchange rates for assets and liabilities and an average exchange rate for each period for revenues and expenses. Translation adjustments for those subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive earnings (losses) in stockholders’ equity. Transaction gains and losses arising from fluctuations in foreign currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in earnings as incurred, except for those transactions which hedge purchase commitments and for those intercompany balances which are designated as being of a long-term investment nature.

Revenue Recognition.  Sales are recognized in accordance with the criteria outlined in the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104, “Revenue Recognition,” which requires that sales be recognized when there is persuasive evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and collection of related billings is reasonably assured. Sales are recorded upon shipment of product to customers and transfer of title and risk of loss under standard commercial terms (typically F.O.B. shipping point). In those limited instances where other terms are negotiated and agreed, revenue is recorded when title and risk of loss are transferred to the customer.

46

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Earnings (Losses) per Share.  Basic earnings (losses) per share are calculated by dividing net earnings (losses) by the weighted average shares outstanding during the period. Diluted earnings (losses) per share reflect the weighted average dilutive impact of all potentially dilutive securities from the date of issuance, including stock options, restricted stock units and stock-settled stock appreciation rights. Further, if the inclusion of shares potentially issuable for the Company’s 3.50% exchangeable senior unsecured notes (see Note 11) is more dilutive than the inclusion of the interest expense for those exchangeable notes, the Company utilizes the “if-converted” method to calculate diluted earnings per share. Under the if-converted method, the Company adjusts net earnings to add back interest expense and amortization of the discount recognized on the exchangeable notes and includes the number of shares potentially issuable related to the exchangeable notes in the weighted average shares outstanding.

If the average market price of the Company’s common stock exceeds the exercise price of stock options outstanding or the fair market value on the date of grant of the stock-settled stock appreciation rights, the treasury stock method is used to determine the incremental number of shares to be included in the diluted earnings per share computation.

Net earnings (losses) attributable to TRW and the weighted average shares outstanding used in calculating basic and diluted earnings (losses) per share were:

	Years Ended December 31,
	2010		2009		2008
	(In millions, except per share amounts)
Net earnings (losses) attributable to TRW	$	834	$	55	$	(779	)
Interest expense on exchangeable notes, net of tax of zero		9		—		—
Amortization of discount on exchangeable notes, net of tax of zero		9		—		—
Net earnings (losses) attributable to TRW for purposes of calculating diluted earnings (losses) per share	$	852	$	55	$	(779	)
Basic:
Weighted average shares outstanding		119.8		107.8		101.1
Basic earnings (losses) per share	$	6.96	$	0.51	$	(7.71	)
Diluted:
Weighted average shares outstanding		119.8		107.8		101.1
Effect of dilutive stock options, restricted stock units and stock-settled stock appreciation rights		2.7		0.9		—
Shares applicable to exchangeable notes		8.8		—		—
Diluted weighted average shares outstanding		131.3		108.7		101.1
Diluted earnings (losses) per share	$	6.49	$	0.51	$	(7.71	)

For the year ended December 31, 2010 and 2009, the number of securities excluded from the calculation of diluted earnings per share because the inclusion of such securities in the calculation would have been anti-dilutive was de minimis and 3.2 million, respectively. For the year ended December 31, 2008, 8.6 million securities were excluded from the calculation of diluted loss per share because the inclusion of any such securities in the calculation would have been anti-dilutive due to the net loss.

In addition, shares potentially issuable for the exchangeable notes were not included in the calculation of earnings (losses) per share for the year ended December 31, 2009 because inclusion of the shares would have been less dilutive than inclusion of interest expense.

47

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Cash and Cash Equivalents.  Cash and cash equivalents include all highly liquid investments with remaining maturity dates of three months or less at time of purchase.

Accounts Receivable.  Receivables are stated at amounts estimated by management to be the net realizable value. An allowance for doubtful accounts is recorded when it is probable amounts will not be collected based on specific identification of customer circumstances or age of the receivable. The allowance for doubtful accounts was $29 million and $40 million as of December 31, 2010 and 2009, respectively. Accounts receivable are written off when it becomes apparent such amounts will not be collected. Collateral is not typically required, nor is interest charged on accounts receivable balances.

Inventories.  Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out (FIFO) method. Cost includes the cost of materials, direct labor, in-bound freight and the applicable share of manufacturing overhead.

Property, Plant and Equipment.  Property, plant and equipment are stated at cost. Generally, estimated useful lives are as follows:

	Estimated
	Useful Lives
Buildings	30 to 40 years
Machinery and equipment	5 to 10 years
Computers and capitalized software	3 to 5 years

Depreciation is computed over the assets’ estimated useful lives, using the straight-line method for the majority of depreciable assets. Amortization expense for assets held under capital leases is included in depreciation expense.

Product Tooling.  Product tooling is tooling that is limited to the manufacture of a specific part or parts of the same basic design. Product tooling includes dies, patterns, molds and jigs. Customer-owned tooling for which reimbursement was contractually guaranteed by the customer is classified in other assets on the consolidated balance sheets. When contractually guaranteed charges are approved for billing to the customer, such charges are reclassified into accounts receivable. Customer-owned tooling for which the Company has a non-cancellable right to use the tooling is classified in other assets on the consolidated balance sheet. Tooling owned by the Company is capitalized as property, plant and equipment, and amortized as cost of sales over its estimated economic life, not to exceed five years.

Pre-production Costs.  Pre-production engineering and research and development costs for which the customer does not contractually guarantee reimbursement are expensed as incurred.

Goodwill and Other Intangible Assets.  Goodwill and other indefinite-lived intangible assets are subject to impairment analysis annually, or more frequently if an event occurs or circumstances indicate the carrying amount may be impaired. Goodwill impairment testing is performed at the reporting unit level. The fair value of each reporting unit is determined and compared to the carrying value. If the carrying value exceeds the fair value, then possible goodwill impairment may exist and further evaluation is required.

Indefinite-lived intangible assets are tested for impairment by comparing the fair value to the carrying value. If the carrying value exceeds the fair value, the asset is adjusted to fair value. Other definite-lived intangible assets are amortized over their estimated useful lives, and tested for impairment in accordance with the methodology discussed in “Asset Impairment Losses.”

Asset Impairment Losses.  Asset impairment losses are recorded on long-lived assets and definite-lived intangible assets when events and circumstances indicate that such assets may be impaired and the projected undiscounted net cash flows to be generated by those assets are less than their carrying amounts. If estimated future

48

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are adjusted to their fair values. Fair value is determined using appraisals or discounted cash flow calculations.

Environmental Costs.  Costs related to environmental assessments and remediation efforts at current operating facilities, previously owned or operated facilities, and U.S. Environmental Protection Agency Superfund or other waste site locations are accrued when it is probable that a liability has been incurred and the amount of that liability can be reasonably estimated. Estimated costs are recorded at undiscounted amounts, based on experience and assessments, and are regularly evaluated. The liabilities are recorded in other current liabilities and long-term liabilities in the consolidated balance sheets.

Debt Issuance Costs.  The costs related to the issuance of long-term debt are deferred and amortized into interest expense over the life of each respective debt issuance. Deferred amounts associated with debt extinguished prior to maturity are expensed upon extinguishment as a loss on retirement of debt.

Warranties.  Product warranty liabilities are recorded based upon management estimates including such factors as the written agreement with the customer, the length of the warranty period, the historical performance of the product and likely changes in performance of newer products and the mix and volume of products sold. Product warranty liabilities are reviewed on a regular basis and adjusted to reflect actual experience.

The following table presents the movement in the product warranty liability for the periods indicated:

	Years Ended
	December 31,
	2010			2009
	(Dollars in millions)
Beginning balance	$	118		$	108
Current period accruals, net of changes in estimates		67			63
Used for purposes intended		(59	)		(58	)
Effects of foreign currency translation		(2	)		5
Ending balance	$	124		$	118

Product Recall.  The Company or its customers may decide to recall a product through a formal campaign soliciting the return of specific products due to a known or suspected safety or performance concern. Recall costs typically include the cost of the product being replaced, customer cost of the recall and labor to remove and replace the defective part.

Recall costs are recorded based on management estimates developed utilizing actuarially established loss projections based on historical claims data. Based on this actuarial estimation methodology, the Company accrues for expected but unannounced recalls when revenues are recognized upon the shipment of product. In addition, as recalls are announced, the Company reviews the actuarial estimation methodology and makes the appropriate adjustments to the accrual, if necessary.

Research and Development.  Research and development programs include research and development for commercial products. Costs for such programs are expensed as incurred. Any reimbursements received from customers are netted against such expenses. Research and development expenses were $132 million, $134 million, and $179 million for the years ended December 31, 2010, 2009, and 2008, respectively. The 2009 and 2008 expenses have been adjusted to correspond with 2010 classifications.

Shipping and Handling.  Shipping costs include payments to third-party shippers to move products to customers. Handling costs include costs from the point the products were removed from finished goods inventory to when provided to the shipper. Shipping and handling costs are expensed as incurred as cost of sales.

49

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Income Taxes.  Income taxes are accounted for in accordance with ASC 740, “Income Taxes,” under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized to reduce the deferred tax assets to the amount management believes is more likely than not to be realized.

Financial Instruments.  The Company follows ASC 815, “Derivatives and Hedging,” in accounting for financial instruments. Under ASC 815, the gain or loss on derivative instruments that have been designated and qualify as hedges of the exposure to changes in the fair value of an asset or a liability, as well as the offsetting gain or loss on the hedged item, are recognized in net earnings (losses) during the period of the change in fair values. For derivative instruments that have been designated and qualify as hedges of the exposure to variability in expected future cash flows, the gain or loss on the derivative is initially reported as a component of other comprehensive earnings and reclassified to the consolidated statement of operations when the underlying hedged transaction affects net earnings. Any gain or loss on the derivative in excess of the cumulative change in the present value of future cash flows of the hedged item is recognized in net earnings (losses) during the period of change. Derivatives not designated as hedges are adjusted to fair value through net earnings (losses).

Share-based Compensation.  The Company recognizes compensation expense related to time-vested stock options, stock-settled stock appreciation rights and restricted stock units subject to graded vesting using the straight-line method over the applicable service period, in accordance with ASC 718, “Compensation — Stock Compensation.”

Share-based awards that are settled in cash are subject to liability accounting. Accordingly, the fair value for such awards are calculated on a quarterly basis based generally on a lattice model and the liability is adjusted, and expense is recognized, based on changes to the fair value and the percentage of time vested.

Accumulated Other Comprehensive Earnings (Losses).  The components of accumulated other comprehensive earnings (losses), net of related tax, (excluding noncontrolling interest) are as follows:

	As of December 31,
	2010			2009
	(Dollars in millions)
Foreign currency translation, net	$	158		$	146
Retirement obligations, net		(253	)		(218	)
Unrealized net losses on cash flow hedges, net		8			1
Accumulated other comprehensive earnings (losses)	$	(87	)	$	(71	)

Recently Adopted Accounting Pronouncements.  In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820),” which amends ASC 820. ASU No. 2010-06 requires disclosures of significant transfers between Level 1 and Level 2 of the fair value hierarchy. ASU No. 2010-06 further requires entities to report, on a gross basis, activity in the Level 3 fair value measurement reconciliation beginning on January 1, 2011. The January 1, 2010 adoption of ASU No. 2010-06 did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 167, “Amendments to FASB Interpretation 46(R) (FIN 46(R)),” which has been codified as ASU No. 2009-17. ASU No. 2009-17 requires that the assessment of whether an entity has a controlling financial interest in a VIE must be performed on an ongoing basis. ASU No. 2009-17 also requires that the assessment to determine if an entity has a controlling

50

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

financial interest in a VIE must be qualitative in nature, and eliminates the quantitative assessment required in ASC 810. The January 1, 2010 adoption of ASU No. 2009-17 did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an Amendment of SFAS No. 140,” which has been codified as ASU No. 2009-16. ASU No. 2009-16 eliminates the concept of a qualified special-purpose entity from GAAP. ASU No. 2009-16 also clarifies the language surrounding when a transferor of financial assets has surrendered control over the transferred financial assets. ASU No. 2009-16 establishes additional guidelines for the recognition of a sale related to the transfer of a portion of a financial asset, and requires that all transfers be measured at fair value. The January 1, 2010 adoption of ASU No. 2009-16 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements.  In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements — a Consensus of the FASB Emerging Issues Task Force,” which amends ASC 605. ASU No. 2009-13 establishes a selling price hierarchy of vendor-specific objective evidence (“VSOE”), followed by third party evidence, followed by estimated selling price for the good or service, in that order. ASU No. 2009-13 is effective, on a prospective basis, for revenue arrangements entered into for fiscal years beginning on or after June 15, 2010, with early adoption permitted. The adoption of ASU No. 09-13 will not have a material impact on the Company’s consolidated financial statements.

3.   Inventories

The major classes of inventory are as follows:

	As of December 31,
	2010		2009
	(Dollars in millions)
Finished products and work in process	$	369	$	342
Raw materials and supplies		391		318
Total inventories	$	760	$	660

51

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

4.   Property, Plant and Equipment

The major classes of property, plant and equipment are as follows:

	As of December 31,
	2010			2009
	(Dollars in millions)
Property, plant and equipment:
Land and improvements	$	235		$	237
Buildings		746			771
Machinery and equipment		4,487			4,427
Computers and capitalized software		92			86
		5,560			5,521
Accumulated depreciation and amortization:
Land and improvements		(28	)		(23	)
Buildings		(332	)		(310	)
Machinery and equipment		(3,016	)		(2,778	)
Computers and capitalized software		(84	)		(76	)
		(3,460	)		(3,187	)
Total property, plant and equipment — net	$	2,100		$	2,334

Depreciation expense was $447 million, $474 million, and $545 million for the years ended December 31, 2010, 2009 and 2008, respectively.

5.   Goodwill and Intangible Assets

Goodwill

In the first quarter of 2009, the Company began to manage and report on the Electronics business separately from its other reporting units. The Electronics segment was derived from the Chassis Systems and Occupant Safety Systems segments. In 2009, goodwill was reallocated using a relative fair value allocation approach, consistent with the guidance under ASC 350, “Intangibles — Goodwill and Other.”

The changes in goodwill are as follows:

				Occupant
	Chassis			Safety					Automotive
	Systems			Systems			Electronics		Components
	Segment			Segment			Segment		Segment		Total
	(Dollars in millions)
Balance as of December 31, 2008	$	831		$	934		$	—	$	—	$	1,765
Allocation of goodwill due to change in segment reporting		(31	)		(392	)		423		—		—
Effects of foreign currency translation		—			3			—		—		3
Balance as of December 31, 2009	$	800		$	545		$	423	$	—	$	1,768
Effects of foreign currency translation		—			(7	)		—		—		(7	)
Balance as of December 31, 2010	$	800		$	538		$	423	$	—	$	1,761

Annual Impairment Analysis.  The Company performed its annual impairment analysis of goodwill for its Chassis Systems, Occupant Safety Systems and Electronics segments as of October 31, 2010 and 2009. Goodwill

52

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

impairment testing is performed at the reporting unit level. The 2010 and 2009 impairment tests indicated that the estimated fair value of each reporting unit substantially exceeded its corresponding carrying amount, and as such, no reporting unit was at risk of impairment.

Due to the economic downturn in 2008 and, as a result of the annual impairment analysis performed as of October 31, 2008, the Company recorded an impairment loss of $458 million, which represented all of the goodwill for the Automotive Components segment. No other goodwill impairments have been recognized by the Company since its inception in February 2003.

Intangible assets

The Company reviews its definite-lived intangible assets for impairment when events and circumstances indicate that the assets may be impaired and the undiscounted cash flows to be generated by those assets are less than their carrying value. If the undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value.

During the first quarter of 2009, the Company identified an indicator of impairment related to its trademarks and accordingly performed an impairment test in accordance with ASC 350. The Company determined that one of its trademark intangible assets was impaired and recognized a $30 million impairment loss during the first quarter. The Company performed its annual impairment analysis as of October 31, 2010 and 2009, and concluded that no further impairment existed as of the testing dates.

As part of the Company’s 2008 annual impairment analysis, the Company identified indicators of impairment and recorded impairment losses related to customer relationships of $329 million. As a result of the triggering event identified in 2008, the Company re-evaluated the amortization of its customer relationships and concluded that the remaining useful life was 5 years.

The following table reflects intangible assets and related accumulated amortization:

	As of							As of
	December 31, 2010							December 31, 2009
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(Dollars in millions)
Definite-lived intangible assets:
Customer relationships	$	67	$	(36	)	$	31	$	67	$	(25	)	$	42
Developed technology and other intangible assets		92		(82	)		10		90		(71	)		19
Total		159	$	(118	)		41		157	$	(96	)		61
Indefinite-lived intangible assets:
Trademarks		263					263		263					263
Total	$	422				$	304	$	420				$	324

The weighted average amortization periods for intangible assets subject to amortization are as follows:

	Weighted Average
	Amortization Period
Customer relationships		5 years
Developed technology and other intangible assets		8 years

53

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The Company expects that ongoing amortization expense will approximate the following:

	(Dollars in millions)
Fiscal year 2011	$	14
Fiscal year 2012		11
Fiscal year 2013		11
2014 and beyond		5

For intangible assets that are eligible for renewal or extension, the Company expenses all costs associated with obtaining the renewal or extension.

6.   Other (Income) Expense — Net

The following table provides details of other (income) expense — net:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in millions)
Net provision for bad debts	$	2		$	11		$	8
Net (gains) losses on sales of assets		(3	)		(4	)		(5	)
Foreign currency exchange (gains) losses		(10	)		11			37
Royalty and grant income		(16	)		(28	)		(23	)
Litigation charges related to legacy pension		8			—			—
Miscellaneous other (income) expense		(19	)		(8	)		(17	)
Other (income) expense — net	$	(38	)	$	(18	)	$	—

54

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

7.   Income Taxes

Income tax expense for each of the periods presented is as follows:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in millions)
The components of earnings (losses) before income taxes are as follows:
U.S.	$	390		$	82		$	(852	)
Non-U.S.		651			58			214
	$	1,041		$	140		$	(638	)
Significant components of the provision for income taxes are as follows:
Current
U.S. Federal	$	—		$	(1	)	$	(1	)
Non-U.S.		108			72			114
U.S. State and Local		2			—			1
Total current		110			71			114
Deferred
U.S. Federal		8			(2	)		1
Non-U.S.		48			(2	)		11
U.S. State and Local		—			—			—
Total deferred		56			(4	)		12
Income tax expense	$	166		$	67		$	126
The reconciliation of income taxes calculated at the U.S. Federal statutory income tax rate of 35% to income tax expense is:
Income taxes at U.S. statutory rate	$	364		$	49		$	(223	)
U.S. state and local income taxes net of U.S. federal tax benefit		—			—			1
Difference in income tax on foreign earnings, losses and remittances		(36	)		1			14
Tax holidays and incentives		(23	)		(17	)		(13	)
Valuation allowance		(144	)		44			350
Intraperiod tax allocation from other comprehensive earnings		—			(5	)		(2	)
Nondeductible expenses		6			3			3
Other		(1	)		(8	)		(4	)
	$	166		$	67		$	126

55

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Deferred tax assets and liabilities result from differences in the bases of assets and liabilities for tax and financial statement purposes. The approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of the deferred tax assets and liabilities follows:

	As of December 31,
	2010			2009
	(Dollars in millions)
Deferred tax assets:
Pensions and postretirement benefits other than pensions	$	180		$	302
Inventory		39			46
Reserves and accruals		226			220
Net operating loss and credit carryforwards		795			904
Fixed assets and intangibles		56			56
Other		54			47
Total deferred tax assets		1,350			1,575
Valuation allowance for deferred tax assets		(775	)		(1,011	)
Net deferred tax assets		575			564
Deferred tax liabilities:
Pensions and postretirement benefits other than pensions		(109	)		(59	)
Fixed assets and intangibles		(189	)		(169	)
Undistributed earnings of foreign subsidiaries		(59	)		(11	)
Deferred gain		(75	)		(79	)
Other		(92	)		(101	)
Total deferred tax liabilities		(524	)		(419	)
Net deferred taxes	$	51		$	145

The Company has separately reflected the current deferred tax asset and the long term deferred tax assets and liabilities on the consolidated balance sheets for December 31, 2010 and 2009. However, the current deferred tax liability of $26 million as of December 31, 2010 and $25 million as of December 31, 2009 is included in other current liabilities on the consolidated balance sheets.

As of December 31, 2010 and 2009, the Company had deferred tax assets from domestic and foreign net operating loss and tax credit carryforwards of approximately $795 million and $904 million, respectively. Approximately $250 million of the deferred tax assets at December 31, 2010 relate to net operating loss carryforwards or tax credits that can be carried forward indefinitely with the remainder expiring between 2011 and 2030.

The Company has provided deferred income taxes for the estimated U.S. federal income tax, foreign income tax, and applicable withholding tax effects of earnings of subsidiaries expected to be distributed to the Company. Deferred income taxes have not been provided on approximately $2.5 billion of undistributed earnings of certain foreign subsidiaries as such amounts are considered to be permanently reinvested. Determination of the amount of unrecognized deferred income tax liability relating to the remittance of such undistributed earnings is not practicable.

The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal

56

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence. The factors considered by management in its determination of the probability of the realization of the deferred tax assets include: historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If, based upon the weight of available evidence, it is more likely than not the deferred tax asset will not be realized, a valuation allowance is recorded. Management believes it is more likely than not that the net deferred tax asset in the United States and certain foreign jurisdictions may not be realized in the future. Accordingly, the Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States and certain foreign jurisdictions.

There is no corresponding income tax benefit recognized with respect to losses incurred and no corresponding income tax expense recognized with respect to earnings generated in jurisdictions with a valuation allowance. This causes variability in our effective tax rate. The Company intends to maintain the valuation allowance until it is more likely than not that the net deferred tax asset will be realized. If operating results improve or deteriorate on a sustained basis, our conclusions regarding the need for a valuation allowance could change, resulting in either the reversal or initial recognition of a valuation allowance in the future, which could have a significant impact on income tax expense in the period recognized and subsequent periods.

As part of the review in determining the need for a valuation allowance, the Company assesses the potential release of existing valuation allowances. Based upon this assessment, the Company has concluded that there is more than a remote possibility that the existing valuation allowance on U.S. net deferred tax assets could be released. As of December 31, 2010, the U.S. valuation allowance is approximately $500 million. If such a release of the valuation allowance occurs, it will have a significant impact on net income in the quarter in which it is deemed appropriate to release the reserve.

During 2010, the Company recorded a tax benefit of $12 million resulting from changes in assessments regarding the potential realization of deferred tax assets and the resulting reversal of a valuation allowance on net deferred tax assets of certain subsidiaries in China, Romania, and Slovakia. During 2009, the Company recorded a tax charge of $33 million resulting from changes in assessments regarding the potential realization of deferred tax assets, consisting of a tax expense of approximately $20 million in recording a valuation allowance against the net deferred tax assets of a Spanish subsidiary, and approximately $13 million in recording a valuation allowance against the net deferred tax assets of various subsidiaries in the Czech Republic, China, and Italy.

At December 31, 2010, 2009, and 2008, the Company had $172 million, $166 million, and $213 million of gross unrecognized tax benefits, respectively. In addition, at December 31, 2010, 2009, and 2008 the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $121 million, $105 million, and $108 million, respectively. The gross unrecognized tax benefits differ from the amount that would affect the effective tax rate due to the impact of valuation allowances, and foreign country offsets relating to transfer pricing adjustments.

57

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

	2010			2009			2008
	(Dollars in millions)
Balance, January 1,	$	166		$	213		$	257
Additions based on tax positions related to the current year		16			1			2
Additions for tax positions of prior years		28			7			27
Reductions for tax positions of prior years		(22	)		(44	)		(37	)
Reductions for settlements		(3	)		(7	)		(14	)
Reductions due to lapse in statute of limitations		(5	)		(9	)		(6	)
Change attributable to foreign currency translation		(8	)		5			(16	)
Balance, December 31,	$	172		$	166		$	213

The Company operates globally but considers its significant tax jurisdictions to include the United States, Germany, Brazil, China, the Czech Republic, Poland, and the United Kingdom. Generally, the Company has years open to tax examination in significant tax jurisdictions from 2005 forward, with the exception of Germany which has open tax years from 2001 forward. The income tax returns of several subsidiaries in various tax jurisdictions are currently under examination. It is possible that some or all of these examinations will conclude within the next 12 months. It is not possible at this point in time, however, to estimate whether the outcome of any examination will result in a significant change in the Company’s gross unrecognized tax benefits.

The Company recognizes interest and penalties with respect to unrecognized tax benefits as a component of income tax expense. At December 31, 2010, 2009, and 2008, accrued interest and penalties related to unrecognized tax benefits was $30 million, $35 million, and $33 million, respectively. Tax expense for the years ended December 31, 2010, 2009, and 2008 includes net interest and penalties of $2 million in each period on unrecognized tax benefits for prior years.

Northrop Indemnifications.  As of December 31, 2010, the Company had recorded certain receivables from Northrop Grumman Corporation (“Northrop”) as a result of the indemnification provisions included in the master purchase agreement between Northrop and an affiliate of The Blackstone Group, L.P. (“Blackstone”) relating to the Company’s acquisition. Under the master purchase agreement, the Company’s liability for certain income and other tax liabilities and losses that are attributable to pre-acquisition periods was capped at $67 million. Payments that are made by the Company with respect to such liabilities that are in excess of this cap are reimbursed to the Company by Northrop. In 2007, the Company met its obligation under the cap and as a result received reimbursements of approximately $1 million, $50 million, and $6 million in 2010, 2009, and 2008 respectively, from Northrop for covered liabilities that were paid by the Company.

8.   Retirement Benefits

Pension Plans

A significant number of employees of the Company and its subsidiaries participate in the Company’s defined benefit plans or retirement/termination indemnity plans.

58

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The following table provides a reconciliation of the changes in the plans’ benefit obligation and fair value of assets for the years ended December 31, 2010 and December 31, 2009 and a statement of the funded status as of December 31, 2010 and 2009:

	2010									2009
							Rest of									Rest of
	U.S.			U.K.			World			U.S.			U.K.			World
	(Dollars in millions)
Total accumulated benefit obligation at December 31,	$	1,152		$	4,381		$	717		$	1,082		$	4,602		$	741
Change in benefit obligation:
Benefit obligations at beginning of period	$	1,085		$	4,602		$	789		$	1,066		$	3,651		$	659
Service cost		6			—			18			10			12			16
Interest cost		63			250			39			65			248			40
Plan amendments		—			—			2			(2	)		—			1
Actuarial (gain) loss		105			(47	)		(18	)		41			713			82
Foreign currency exchange rate changes		—			(122	)		(18	)		—			315			52
Curtailment / settlement (gain) loss		(33	)		(5	)		(3	)		(6	)		(32	)		(3	)
Plan participant contributions		—			—			—			—			2			—
Benefits paid		(67	)		(297	)		(49	)		(89	)		(307	)		(58	)
Benefit obligations at December 31,		1,159			4,381			760			1,085			4,602			789
Change in plan assets:
Fair value of plan assets at beginning of period		779			4,775			274			705			4,449			221
Actual return on plan assets, less plan expense		101			388			21			127			186			31
Foreign currency exchange rate changes		—			(127	)		13			—			380			34
Company contributions		143			93			38			38			2			46
Plan participant contributions		—			—			—			—			2			—
Settlements		(29	)		(5	)		—			(2	)		—			—
Transfer in		—			—			—			—			63			—
Benefits paid		(67	)		(297	)		(49	)		(89	)		(307	)		(58	)
Fair value of plan assets at December 31,		927			4,827			297			779			4,775			274
Funded status at December 31,	$	(232	)	$	446		$	(463	)	$	(306	)	$	173		$	(515	)

In 2010, certain supplemental retirement plans were settled resulting in a reduction in the obligations as well as payments of $29 million and $5 million in the U.S. and U.K., respectively. Also in 2010, the U.S. salaried pension plan was closed to future benefit accruals resulting in a reduction in the obligation of $4 million in the U.S. In 2009, the U.K. pension plan was closed to future benefit accruals, resulting in a $32 million reduction in the related benefit obligations.

59

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The following table provides the amounts recognized in the consolidated balance sheets:

	As of December 31,
	2010								2009
						Rest of								Rest of
	U.S.			U.K.		World			U.S.			U.K.		World
	(Dollars in millions)
Non-current assets	$	2		$	446	$	6		$	1		$	173	$	5
Current liabilities		—			—		(22	)		—			—		(23	)
Long-term liabilities		(234	)		—		(447	)		(307	)		—		(497	)
Net amount recognized	$	(232	)	$	446	$	(463	)	$	(306	)	$	173	$	(515	)

The pre-tax amounts recognized in accumulated other comprehensive earnings (losses) consist of:

	As of December 31,
	2010									2009
							Rest of									Rest of
	U.S.			U.K.			World			U.S.			U.K.			World
	(Dollars in millions)
Prior service benefit (cost)	$	(4	)	$	—		$	(4	)	$	36		$	—		$	(3	)
Net gain (loss)		(204	)		(189	)		(80	)		(136	)		(305	)		(98	)
Accumulated other comprehensive earnings (loss)	$	(208	)	$	(189	)	$	(84	)	$	(100	)	$	(305	)	$	(101	)

Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:

	As of December 31,
	2010				2009
			Rest of				Rest of
	U.S.		World		U.S.		World
	(Dollars in millions)
Projected benefit obligation	$	1,138	$	726	$	1,065	$	755
Accumulated benefit obligation		1,132		683		1,062		709
Fair value of assets		904		257		758		237

60

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The following table provides the components of net pension cost (income) and other amounts recognized in other comprehensive (earnings) loss for the Company’s defined benefit pension plans and defined contribution plans:

	Years Ended December 31,
	2010									2009									2008
							Rest of									Rest of									Rest of
	U.S.			U.K.			World			U.S.			U.K.			World			U.S.			U.K.			World
	(Dollars in millions)
Net pension cost (income)
Defined benefit plans:
Service cost	$	6		$	—		$	18		$	10		$	12		$	16		$	18		$	32		$	20
Interest cost		63			250			39			65			248			40			63			294			41
Expected return on plan assets		(77	)		(327	)		(21	)		(81	)		(339	)		(18	)		(83	)		(387	)		(19	)
Curtailment/Settlement (gain) loss		(26	)		1			(1	)		1			—			—			(1	)		—			—
Amortization of prior service (benefit) cost		(5	)		—			—			(5	)		—			—			(9	)		—			1
Amortization of net (gain) loss		—			—			2			(2	)		(28	)		(1	)		(5	)		—			—
Defined benefit plans		(39	)		(76	)		37			(12	)		(107	)		37			(17	)		(61	)		43
Defined contribution plans cost		12			—			12			3			—			10			13			—			13
Net pension cost (income)		(27	)		(76	)		49			(9	)		(107	)		47			(4	)		(61	)		56
Other changes in plan assets and benefit obligations recognized in other comprehensive (earnings) loss
Prior service (benefit) cost		35			—			1			4			—			(4	)		15			—			1
Net (gain) loss		68			(116	)		(16	)		(10	)		735			76			372			596			(1	)
Amortization of prior service benefit (cost)		5			—			—			5			—			—			9			—			(1	)
Amortization of net gain (loss)		—			—			(2	)		2			28			1			5			—			—
Total recognized in other comprehensive (earnings) loss		108			(116	)		(17	)		1			763			73			401			596			(1	)
Total recognized net pension (income) cost and other comprehensive (earnings) loss	$	81		$	(192	)	$	32		$	(8	)	$	656		$	120		$	397		$	535		$	55

During the year ended December 31, 2010, the Company recorded a gain of $35 million related to the curtailment of the U.S. salaried pension plan, partially offset by a $9 million loss on settlement of certain supplemental retirement plans in the U.S.

The amounts that will be amortized from accumulated other comprehensive earnings over the next fiscal year are not material.

61

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Plan Assumptions.  The weighted-average assumptions used to determine net periodic benefit cost were:

	Years Ended December 31,
	2010									2009									2008
							Rest of									Rest of									Rest of
	U.S.			U.K.			World			U.S.			U.K.			World			U.S.			U.K.			World
Discount rate		6.00	%		5.75	%		5.27	%		6.25	%		6.50	%		6.22	%		6.00	%		5.75	%		5.35	%
Expected long-term return on plan assets		8.36	%		6.50	%		6.69	%		8.50	%		6.75	%		6.56	%		8.50	%		6.75	%		6.73	%
Rate of increase in compensation levels		4.00	%		N/A			2.84	%		4.00	%		3.75	%		2.84	%		4.00	%		3.75	%		2.90	%

To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. In 2009, the U.K. pension plan was closed to future benefits, therefore the rate of increase in compensation was not applicable in determining the net period benefit cost for 2010 or in determining the benefit obligation as of December 31, 2010 and 2009.

The weighted-average assumptions used to calculate the benefit obligations were:

	As of December 31,
	2010									2009
							Rest of									Rest of
	U.S.			U.K.			World			U.S.			U.K.			World
Discount rate		5.50	%		5.50	%		5.44	%		6.00	%		5.75	%		5.27	%
Rate of increase in compensation levels		4.78	%		N/A			2.89	%		4.00	%		N/A			2.84	%

Plan Assets.  The U.S. and U.K. plan assets represent approximately 95% of the total plan assets of defined benefit plans. All remaining assets are deemed immaterial and not reflected below.

In 2009, the U.K. pension plan became the beneficiary of certain assets of a separate and unrelated benefit trust. Such assets approximated $63 million and are reflected above in the change in assets as a transfer in.

The Company and fiduciaries have set target investment allocations for its U.S. and U.K. plan assets. The U.S. plan seeks a target allocation of 60% in equity investments and 40% in fixed income investments. The U.K. plan fiduciaries set the asset allocation to achieve a rate of return in excess of the discount rate used for liability valuation purposes. As of December 31, 2010, this resulted in an asset allocation of 15% in equity and structured equity investments, 48% in fixed income investments, 6% in real estate, and 31% in cash and other investments. Equity investments include investments in large-cap and mid-cap companies and mutual funds located throughout the world. Structured equity investments include equity option “collar” structures which reduce the outright exposure to falls in the levels of underlying equity markets. Fixed income securities include corporate bonds of companies from diversified industries. Real estate includes investments in real estate and funds that invest in real estate. Cash and other investments primarily include cash held by the plan, U.K. government treasuries and certain types of derivative instruments including interest rate and inflation swaps that are utilized to manage risks associated with the assets held by the plan.

The goals and investment objectives of the asset strategy are to ensure that there is an adequate level of assets to meet benefit obligations to participants and retirees over the life of the participants and maintain liquidity in the plan’s assets sufficient to cover current benefit obligations. Risk is managed by investing in a broad range of asset classes and the use of liability matching derivative instruments. Within the asset classes, investments are made in a broad range of individual securities. There are no equity securities of the Company in the equity asset category.

In 2009, the Trustees for the U.K. pension plan approved a realignment of the existing policy in order to reduce the volatility and risk in the investment performance as well as to increase the investment allocation in a liability

62

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

driven cash-flow matching strategy. This realignment provides for an increase in the plan’s interest rate and inflation hedging program as well as a reduction in the exposure to downside risk in equity markets. The realigned asset portfolio is expected to yield a similar long-term return as compared to the previous asset portfolio but with a closer matching of investment cash flows to expected future liability outflows.

ASC 820, “Fair Value Measurements and Disclosures,” prioritizes the inputs to valuation techniques used to measure fair value into a three-level hierarchy. This hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs, as follows:

Level 1.  The Company utilizes the market approach to determine the fair value of its assets under Level 1 of the fair value hierarchy. The market approach pertains to transactions in active markets involving identical or comparable assets.

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 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 provided by the trustee.

The fair value of the Company’s U.S. and U.K. pension plan assets, by asset category, is as follows:

	As of December 31,
	2010							2009
	Level 1		Level 2			Level 3		Level 1		Level 2			Level 3
	(Dollars in millions)
Cash and cash equivalents	$	1,386	$	—		$	—	$	1,363	$	—		$	—
Corporate bonds		333		—			—		324		—			—
U.S. treasury notes		—		—			—		19		—			—
U.K. government guaranteed bonds		341		—			—		364		—			—
Interest rate and inflation swaps, net		—		298			—		—		175			—
Equities:
Common stock		695		—			—		750		—			—
Structured equity holdings		—		410			—		—		294			—
Collateral assets for structured equity holdings		1,649		—			—		1,564		—			—
Common/collective trusts		—		532			—		—		422			—
Real estate		—		278			—		—		281			—
Other		—		(168	)		—		6		(8	)		—
Total assets at fair value	$	4,404	$	1,350		$	—	$	4,390	$	1,164		$	—

Contributions.  In 2011, the Company’s minimum expected funding is approximately $1 million for U.S. pension plans and approximately $41 million for pension plans in the rest of the world, however, the Company may, at its discretion, make additional contributions.

63

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Expected Future Pension Benefit Payments.  The following pension benefit payments, which reflect current obligations and expected future service, as appropriate, are expected to be paid from the underlying plans to the participants:

Years Ending December 31,	U.S.		U.K.		Rest of World
	(Dollars in millions)
2011	$	67	$	252	$	46
2012		67		256		43
2013		67		258		45
2014		68		259		46
2015		82		264		47
2016 — 2020		361		1,360		258

Other Benefits.  The Company also sponsors qualified defined contribution pension plans covering employees at certain operations and an unfunded non-qualified defined contribution plan for a select group of highly compensated employees. These plans allow participants to defer compensation, and generally provide employer matching contributions. In 2009, the Company temporarily suspended employer matching contributions on certain plans, which were reinstated in the first quarter of 2010.

Restructuring Curtailments.  For the years ended 2010, 2009 and 2008, the Company recorded curtailment gains as a result of the headcount reductions that were undertaken, and the corresponding reduction of pension benefit obligations to those employees. Such curtailments are reflected in restructuring charges in the accompanying consolidated statement of operations.

Postretirement Benefits Other Than Pensions (“OPEB”)

The Company provides health care and life insurance benefits for a substantial number of its retired employees in the United States and Canada, and for certain future retirees. The health care plans provide for the sharing of costs, in the form of retiree contributions, deductibles and coinsurance. Life insurance benefits are generally noncontributory. The Company’s policy is to fund the cost of postretirement health care and life insurance benefits as those benefits become payable.

64

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The following table provides a reconciliation of the changes in the plans’ benefit obligation and fair value of assets during the years ended December 31, 2010 and December 31, 2009, and a statement of the funded status of the programs as of December 31, 2010 and 2009:

	2010						2009
				Rest of						Rest of
	U.S.			World			U.S.			World
	(Dollars in millions)
Change in benefit obligation:
Benefit obligations at beginning of period	$	411		$	112		$	420		$	112
Service cost		1			1			1			1
Interest cost		23			6			24			7
Actuarial (gain) loss		8			(5	)		37			6
Foreign currency exchange rate changes		—			4			—			16
Plan amendments		(6	)		—			(19	)		(12	)
Curtailment/settlement (gain) loss		(3	)		(10	)		(7	)		(10	)
Plan participant contributions		4			—			5			—
Benefits paid		(42	)		(9	)		(50	)		(8	)
Benefit obligations at December 31,		396			99			411			112
Change in plan assets:
Fair value of plan assets at beginning of period		—			—			—			—
Company contributions		39			12			46			8
Plan participant contributions		4			—			5			—
Settlements		(1	)		(3	)		(1	)		—
Benefits paid		(42	)		(9	)		(50	)		(8	)
Fair value of plan assets at December 31,		—			—			—			—
Funded status at December 31,	$	(396	)	$	(99	)	$	(411	)	$	(112	)

The following table provides the amounts recognized in the consolidated balance sheets:

	As of December 31,
	2010						2009
				Rest of						Rest of
	U.S.			World			U.S.			World
	(Dollars in millions)
Current liabilities	$	(35	)	$	(7	)	$	(37	)	$	(7	)
Long-term liabilities		(361	)		(92	)		(374	)		(105	)
Total amount recognized	$	(396	)	$	(99	)	$	(411	)	$	(112	)

65

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The pre-tax amounts recognized in accumulated other comprehensive earnings (losses) consist of:

	As of December 31,
	2010					2009
			Rest of					Rest of
	U.S.		World			U.S.		World
	(Dollars in millions)
Prior service benefit (cost)	$	124	$	42		$	133	$	46
Net gain (loss)		35		(5	)		48		(10	)
Accumulated other comprehensive earnings (loss)	$	159	$	37		$	181	$	36

The following table provides the components of net postretirement benefit (income) cost and other amounts recognized in other comprehensive (earnings) loss for the plans.

	Years Ended December 31,
	2010						2009						2008
				Rest of						Rest of						Rest of
	U.S.			World			U.S.			World			U.S.			World
	(Dollars in millions)
Net postretirement benefit (income) cost:
Service cost	$	1		$	1		$	1		$	1		$	1		$	1
Interest cost		23			6			24			7			31			8
Curtailment/Settlement (gain) loss		(3	)		(5	)		(9	)		(4	)		(3	)		—
Amortization of prior service (benefit) cost		(15	)		(6	)		(14	)		(5	)		(12	)		(5	)
Amortization of net (gain) loss		(5	)		—			(7	)		—			(4	)		1
Net postretirement benefit (income) cost		1			(4	)		(5	)		(1	)		13			5
Other changes in plan assets and benefit obligations recognized in other comprehensive (earnings) loss:
Prior service (benefit) cost		(6	)		(2	)		(11	)		(18	)		(12	)		10
Net (gain) loss		8			(5	)		38			3			(29	)		(21	)
Amortization of prior service benefit (cost)		15			6			14			5			12			5
Amortization of net gain (loss)		5			—			7			—			4			(1	)
Total recognized in other comprehensive (earnings) loss		22			(1	)		48			(10	)		(25	)		(7	)
Total recognized net postretirement benefit (income) cost and other comprehensive (earnings) loss	$	23		$	(5	)	$	43		$	(11	)	$	(12	)	$	(2	)

Curtailments and Settlements.  During the years ended December 31, 2010, 2009 and 2008, the Company recorded settlement gains of approximately $8 million, $8 million, and $3 million, respectively, related to retiree medical buyouts. The Company recorded curtailment gains during the year ended December 31, 2009 of approximately $5 million related to the termination of retiree medical benefits for certain hourly employees.

66

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The estimated amounts that will be amortized from accumulated other comprehensive earnings over the next fiscal year are as follows:

	Year Ending
	December 31, 2011
				Rest of
	U.S.			World
	(Dollars in millions)
Prior service (benefit) cost	$	(15	)	$	(7	)
Net actuarial (gain) loss		(4	)		—
Total	$	(19	)	$	(7	)

Restructuring Curtailments.  The Company recorded curtailment gains during the years ended December 31, 2009 and 2008 as a result of headcount reductions that were undertaken during 2009 and 2008, and the corresponding reduction of retiree medical benefit obligations to those employees. Such curtailments are reflected in restructuring charges in the accompanying consolidated statements of operations (see Note 12).

Plan Assumptions.  The weighted-average assumptions used to determine net postretirement benefit (income) cost were:

	Years Ended December 31,
	2010						2009						2008
				Rest of						Rest of						Rest of
	U.S.			World			U.S.			World			U.S.			World
Discount rate		6.00	%		5.75	%		6.25	%		6.50	%		6.00	%		5.50	%

The discount rate and assumed health care cost trend rates used in the measurement of the benefit obligation as of the applicable measurement dates were:

	As of December 31,
	2010						2009
				Rest of						Rest of
	U.S.			World			U.S.			World
Discount rate		5.50	%		5.50	%		6.00	%		5.75	%
Initial health care cost trend rate at end of year		7.63	%		7.50	%		8.00	%		8.00	%
Ultimate health care cost trend rate		5.00	%		5.00	%		5.00	%		5.00	%
Year in which ultimate rate is reached		2018			2015			2018			2015

A one-percentage-point change in the assumed health care cost trend rate would have had the following effects:

	One-Percentage-Point
	Increase				Decrease
			Rest of					Rest of
	U.S.		World		U.S.			World
	(Dollars in millions)
Effect on total of service and interest cost components for the year ended December 31, 2010	$	2	$	1	$	(2	)	$	(1	)
Effect on postretirement benefit obligation as of measurement date	$	36	$	10	$	(31	)	$	(9	)

Contributions.  The Company funds its OPEB obligations on a pay-as-you-go basis. In 2011, the Company expects to contribute approximately $42 million to its OPEB plans.

67

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Expected Future Postretirement Benefit Payments.  The following postretirement benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

			Rest
Years Ending December 31,	U.S.		of World
	(Dollars in millions)
2011	$	35	$	7
2012		34		7
2013		34		7
2014		33		7
2015		32		7
2016 — 2020		148		36

9.   Fair Value Measurements

The inputs to valuation techniques used to measure fair value are prioritized into a three-level hierarchy. This hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs, as follows:

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 under the market approach. Inputs include quoted prices for similar assets and 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 Company utilizes the income approach or the cost approach, as appropriate, to determine the fair value of its assets and liabilities under Level 3 of the fair value hierarchy. The fair value is 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.

68

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Items Measured at Fair Value on a Recurring Basis

The fair value measurements for assets and liabilities recognized in the Company’s consolidated balance sheet are as follows:

	As of December 31,
	2010					2009
	Carrying		Fair		Measurement	Carrying		Fair
	Value		Value		Approach	Value		Value
	(Dollars in millions)
Foreign currency exchange contracts — current assets	$	18	$	18	Level 2	$	18	$	18
Foreign currency exchange contracts — noncurrent assets		1		1	Level 2		3		3
Commodity contracts — current assets		—		—	*		1		1
Short-term debt, fixed and floating rate		23		23	Level 2		18		18
Floating rate long-term debt		6		6	Level 2		415		415
Fixed rate long-term debt		1,817		2,165	Level 2		1,938		1,922
Foreign currency exchange contracts — current liability		1		1	Level 2		24		24
Interest rate swap contracts — noncurrent liability		2		2	Level 2		2		2
Commodity contracts — current liability		6		6	Level 2		6		6
Commodity contracts — noncurrent liability		3		3	Level 2		9		9

*  Not applicable, as the Company had no commodity contracts in a current asset position as of December 31, 2010.

The carrying value of fixed rate short-term debt approximates fair value because of the short term nature of these instruments, and the carrying value of the Company’s floating rate short-term debt instruments approximates fair value because of the variable interest rates pertaining to those instruments.

The fair value of long-term debt was determined primarily from quoted market prices, as provided by participants in the secondary marketplace. For long-term debt without a quoted market price, the Company computed the fair value using a discounted cash flow analysis based on the Company’s current borrowing rates for similar types of borrowing arrangements. Upon issuance of the Company’s exchangeable notes, a debt discount was recognized as a decrease in debt and an increase in equity. Accordingly, the Company’s fair value and carrying value of long-term fixed rate debt is net of the unamortized discount of $56 million as of December 31, 2010.

The Company calculates the fair value of its foreign currency forward contracts, commodity contracts, and interest rate swap contracts using quoted currency forward rates, quoted commodity forward rates, and quoted interest rate curves, respectively, to calculate forward values, and then discounts the forward values. In addition, the Company’s calculation of the fair value of its foreign currency option contracts uses quoted currency volatilities.

The discount rates for all derivative contracts are based on quoted bank deposit or swap interest rates. For contracts that, when aggregated by counterparty, are in a liability position, the rates are adjusted by the credit spread which market participants would apply if buying these contracts from the Company’s counterparties.

There were no changes in the Company’s valuation techniques during the year ended December 31, 2010.

69

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The following table represents the movement of amounts reported in accumulated other comprehensive earnings (losses) from deferred cash flow hedges, net of tax.

	Years Ended
	December 31,
	2010			2009
	(Dollars in millions)
Balance at beginning of period	$	1		$	(141	)
Net change in derivative fair value and other movements during the year		27			27
Net amounts reclassified to statement of operations during the year		(20	)		115
Balance at end of period	$	8		$	1

The gains and losses reclassified into earnings include the discontinuance of cash flow hedges which were immaterial in 2010 and 2009.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a nonrecurring basis and therefore are not included in the tables above. Assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, including investments in affiliates, which are written down to fair value as a result of impairment (see Note 5 for impairments of intangible assets and Note 12 for impairments of long-lived assets), asset retirement obligations, and restructuring liabilities (see Note 12).

The Company has determined that the fair value measurements related to each of these assets and liabilities rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available, and as such, reside within Level 3 of the fair value hierarchy. To determine the fair value of long-lived assets, the Company utilizes the projected cash flows expected to be generated by the long-lived assets, then discounts the future cash flows over the useful life of the long-lived assets. For asset retirement obligations, the Company determines the fair value of the expected expense to be incurred at the time the asset retirement obligation is settled, then determines the present value of the expense using a risk-adjusted discount rate for the Company. For restructuring obligations, the amount recorded represents the fair value of the payments expected to be made, and are discounted if the payments are expected to extend beyond one year.

As of December 31, 2010, the Company had $21 million and $11 million of restructuring accruals and asset retirement obligations, respectively, which were measured at fair value upon initial recognition of the associated liability. For the year ended December 31, 2010, the Company recorded fixed asset impairments of $3 million, associated with its determination of the fair value of its long-lived assets that exhibited indicators of impairment.

10.   Financial Instruments

The Company is exposed to certain financial market risks related to its ongoing business operations. The primary risks managed through derivative financial instruments and hedging activities are foreign currency exchange rate risk, interest rate risk and commodity price risk. Derivative financial instruments and hedging activities are utilized to protect the Company’s cash flow from adverse movements in foreign currency exchange rates and commodity prices as well as to manage interest costs. Although the Company is exposed to credit loss in the event of nonperformance by the counterparty to the derivative financial instruments, the Company attempts to limit this exposure by entering into agreements directly with a number of major financial institutions that meet the Company’s credit standards and that are expected to fully satisfy their obligations under the contracts.

70

TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

The Company manufactures and sells its products in countries throughout the world. As a result, it is exposed to fluctuations in foreign currency exchange rates. The Company enters into foreign exchange contracts to hedge portions of its foreign currency denominated forecasted revenues, purchases and the subsequent cash flows after considering natural offsets within the consolidated group. The effective part of the gains or losses on these instruments, which mature at various dates through December 2012, are generally recorded in other comprehensive earnings (losses) until the underlying transaction is recognized in net earnings. The earnings impact is reported either in sales, cost of sales, or other expense (income) — net, to match the underlying transaction. The ineffective portion of the gains or losses on these contracts, as well as all gains or losses on contracts which are held for economic purposes but not designated for hedge accounting treatment (including contracts that do not qualify for hedge accounting purposes), are reported in earnings immediately.

In addition, the Company enters into certain foreign exchange contracts that do not qualify for hedge accounting under ASC 815 to hedge recognized foreign currency transactions. Gains and losses on these contracts are recorded in net earnings and are substantially offset by the effect of the revaluation of the underlying foreign currency denominated transaction.

As of December 31, 2010, the Company had a notional value of $1.6 billion in foreign exchange contracts outstanding. These foreign exchange contracts mature at various dates through December 2012. Foreign currency exposures are reviewed monthly and any natural offsets are considered prior to entering into a derivative financial instrument.

As of December 31, 2010, the Company had two offsetting interest rate swap agreements outstanding, each with a notional value of $25 million. The Company’s exposure to interest rate risk arises primarily from changes in London Inter-Bank Offered Rates (“LIBOR”).

Derivative Instruments.  The fair value of the Company’s derivative instruments as of December 31, 2010 and 2009 was $31 million and $27 million, respectively, in the asset position, and $24 million and $46 million, respectively, in the liability position. These amounts consist of interest rate contracts, foreign exchange contracts, and commodity contracts, none of which are individually significant.

Cash Flow Hedges.  For any derivative instrument that is designated and qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”), and is subsequently reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings. Approximately $11 million of gains, net of tax, which are included in OCI are expected to be reclassified into earnings in the next twelve months.

For the years ended December 31, 2010 and 2009, the effective portion of gain (loss) on derivatives designated as cash flow hedges that was recognized in OCI was $27 million and $47 million, respectively, of which $30 million and $50 million, respectively, were related to foreign currency exchange contracts. The effective portion of gains on cash flow hedges reclassified from OCI into the statement of operations for the year ended December 31, 2010 was $13 million and was included in various line items on the statement of operations. For the year ended December 31, 2009, the amount of losses reclassified from OCI into the statement of operations was $115 million, of which $106 million was included in the sales line item and was related to foreign currency exchange contracts.

Gains or losses recognized in income related to hedge ineffectiveness for the years ended December 31, 2010 and 2009 were not significant.

Fair Value Hedges.  For any derivative instrument that is designated and qualifies as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the underlying hedged item is recognized in current earnings. As of December 31, 2010 and 2009, the Company had no fair value hedges outstanding.

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Notes to Consolidated Financial Statements — (Continued)

Undesignated Derivatives.  For the years ended December 31, 2010 and 2009, the Company recognized an $11 million gain and $13 million loss, respectively, in the other (income) expense — net, line item for derivative instruments not designated as hedging instruments.

Credit-Risk-Related Contingent Features.  The Company has entered into International Swaps and Derivatives Association (“ISDA”) agreements with each of its significant derivative counterparties. These agreements provide bilateral netting and offsetting of accounts that are in a liability position with those that are in an asset position. These agreements do not require the Company to maintain a minimum credit rating in order to be in compliance and do not contain any margin call provisions or collateral requirements that could be triggered by derivative instruments in a net liability position. As of December 31, 2010, the Company had not posted any collateral to support its derivatives in a liability position.

11.   Debt

Total outstanding debt of the Company consisted of the following:

	As of December 31,
	2010		2009
	(Dollars in millions)
Short-term debt	$	23	$	18
Long-term debt:
Senior notes, due 2014 and 2017	$	1,502	$	1,674
Exchangeable senior notes, due 2015		203		195
Term loan facilities		—		400
Revolving credit facility		—		—
Capitalized leases		30		41
Other borrowings		88		43
Total long-term debt		1,823		2,353
Less current portion		20		28
Long-term debt, net of current portion	$	1,803	$	2,325

The weighted average interest rates on the Company’s debt as of December 31, 2010 and 2009 were 7.4% and 7.0%, respectively, excluding the effect of interest rate swaps. The maturities of long-term debt outstanding as of December 31, 2010 are:

Years Ended December 31,	(Dollars in millions)
2011	$	20
2012		45
2013		33
2014		772
2015		207
Thereafter		746
Total	$	1,823

Senior Notes

8.875% Senior Notes.  In November 2009, the Company issued $250 million in aggregate principal amount of 8.875% senior unsecured notes due 2017 (the “8.875% Senior Notes”) in a private placement. Interest is payable

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

semi-annually on June 1 and December 1 of each year. The 8.875% Senior Notes are unconditionally guaranteed on a senior unsecured basis by substantially all existing and future wholly-owned domestic subsidiaries of the Company and by TRW Automotive Finance (Luxemburg), S.a.r.l., a Luxemburg subsidiary. Net proceeds from the offering were approximately $242 million after deducting debt issuance costs and estimated offering expenses.

2007 Senior Notes.  In March 2007, the Company issued 7% senior unsecured notes and 63/8% senior unsecured notes, each due 2014, in principal amounts of $500 million and €275 million, respectively, and 71/4% senior unsecured notes due 2017 in the principal amount of $600 million (collectively, the “2007 Senior Notes”) in a private offering. Interest is payable semi-annually on March 15 and September 15 of each year. The 2007 Senior Notes are unconditionally guaranteed on a senior unsecured basis by substantially all existing and future wholly-owned domestic subsidiaries of the Company and by TRW Automotive Finance (Luxembourg), S.a.r.l., a Luxembourg subsidiary.

Senior Note Repurchases.  During the year ended December 31, 2010, the Company repurchased portions of its senior notes totaling approximately $152 million in principal amount and recorded a loss on retirement of debt of $10 million, including the write-off of a portion of debt issuance costs, discounts and premiums.

During the year ended December 31, 2009, the Company repurchased portions of its senior unsecured notes totaling approximately $57 million in principal amount and recorded a gain on retirement of debt of $41 million, including the write-off of a portion of debt issuance costs and premiums.

In each case, the repurchased notes were retired upon settlement.

Exchangeable Senior Notes

In November 2009, the Company issued approximately $259 million in aggregate principal amount of 3.50% exchangeable senior unsecured notes due 2015 (the “Exchangeable Senior Notes”) in a private placement. Prior to September 1, 2015, the notes are exchangeable only upon specified events or conditions being met and, thereafter, at any time. One condition, the sale price condition (described below), was met as of December 31, 2010, and as such, the notes are exchangeable in the first quarter of 2011. They will remain exchangeable in subsequent quarters if the sale price condition continues to be met, which occurs if the last reported sale price of the Company’s common stock for at least 20 of the last 30 trading days of the immediately preceding quarter is greater than 130% of the applicable exchange price. The initial exchange rate is 33.8392 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to an exchange price of approximately $29.55 per share of common stock), subject to adjustment. Upon exchange, the Company’s exchange obligation may be settled, at its option, in shares of its stock, cash or a combination of cash and shares of its stock. The Exchangeable Senior Notes are senior unsecured obligations of the Company. Interest is payable on June 1 and December 1 of each year. The Exchangeable Senior Notes will mature on December 1, 2015, unless earlier exchanged, repurchased by the Company at the holder’s option upon a fundamental change, or redeemed by the Company after December 6, 2013, at the Company’s option if certain conditions are met.

The Exchangeable Senior Notes were recorded with a debt discount which decreased debt and increased paid-in-capital in order to separate the liability and embedded equity components of the Exchangeable Senior Notes. The debt component will accrete up to the principal amount to effectively yield 9.0% over the term of the debt. The debt discount as of December 31, 2010 and December 31, 2009 was $56 million and $64 million, respectively. The total interest expense on the Exchangeable Senior Notes recognized for the year ended December 31, 2010, and December 31, 2009, was approximately $18 million and $2 million, respectively, including $9 million and $1 million, respectively, relating to the stated coupon rate.

Senior Secured Credit Facilities

In December 2009, the Company entered into the Seventh Amended and Restated Credit Agreement, dated as of December 21, 2009 (the “Seventh Credit Agreement”), with the lenders party thereto. The Seventh Credit

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Agreement provides for senior secured credit facilities consisting of (i) a revolving credit facility in the amount of $1,256 million, of which $411 million matures May 9, 2012 (the “2012 Portion of the Revolving Credit Facility”) and $845 million matures November 30, 2014, subject to certain conditions described below (the “2014 Portion of the Revolving Credit Facility” and, together with the 2012 Portion of the Revolving Credit Facility, the “Revolving Credit Facility”), (ii) a $225 million Tranche A-2 Term Loan Facility (the “Term Loan A-2”), and (iii) a $175 million Tranche B-3 Term Loan Facility (the “Term Loan B-3” and, together with the Revolving Credit Facility and the Term Loan A-2, the “Senior Secured Credit Facilities”). In conjunction with the Seventh Credit Agreement, the Company paid fees and expenses totaling approximately $9 million, including lender consent fees.

The 2014 Portion of the Revolving Credit Facility is subject to earlier maturity on December 13, 2013, if (i) the Company has not refinanced its senior unsecured notes due 2014 with debt maturing after August 31, 2016, or (ii) the Company does not then have liquidity available to repay the senior unsecured notes due 2014 plus at least $500 million of additional liquidity.

The Seventh Credit Agreement provided for the Term Loan A-2 and the Term Loan B-3 to amortize 1% per annum in equal quarterly installments, which began March 31, 2010, with the balance due at the maturity of the respective term loan. During 2010, the Company repaid the full $225 million balance of its outstanding Term Loan A-2 and the full $175 million balance of its outstanding Term Loan B-3 with cash on hand. In conjunction with the Term Loan A-2 and Term Loan B-3 repayments, the Company recorded a loss on retirement of debt of $3 million for the write-off of deferred financing fees relating to the term loans and $2 million related to the acceleration of interest rate swap losses that had been included in other comprehensive income as a result of hedging the variability of interest payments associated with its Term Loan A-2.

Borrowings under the Senior Secured Credit Facilities will bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds rate plus 1/2 of 1%, or (3) the adjusted 1-month LIBOR plus 1%, or (b) a LIBOR or a eurocurrency rate determined by reference to interest rates for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs.

The commitment fee and the applicable margin for borrowing on the Senior Secured Credit Facilities are subject to leverage-based grids. The applicable margin in effect at December 31, 2010 for the 2012 Portion of the Revolving Credit Facility was 3.75% with respect to base rate borrowings and 4.75% with respect to eurocurrency borrowings. The applicable margin in effect at December 31, 2010 for the 2014 Portion of the Revolving Credit Facility was 2.75% with respect to base rate borrowings and 3.75% with respect to eurocurrency borrowings. The commitment fee on the undrawn amounts under the Revolving Credit Facility is 0.50%.

The Senior Secured Credit Facilities are unconditionally guaranteed by substantially all existing and subsequently acquired wholly-owned domestic subsidiaries. Obligations of the foreign subsidiary borrowers are unconditionally guaranteed by the Company and certain foreign subsidiaries. The Senior Secured Credit Facilities are secured by a perfected first priority security interest in, and mortgages on, substantially all tangible and intangible assets of TRW Automotive Inc. (“TAI”), an indirect wholly owned subsidiary of TRW Automotive Holdings Corp., and substantially all of its domestic subsidiaries, including a pledge of 100% of the stock of TAI and substantially all of its domestic subsidiaries and 65% of the stock of foreign subsidiaries owned directly by domestic entities. In addition, foreign borrowings under the Senior Secured Credit Facilities will be secured by assets of the foreign borrowers.

Lehman Commercial Paper Inc. (“LCP”) has a $48 million unfunded commitment under the 2012 Portion of the Revolving Credit Facility. LCP filed for bankruptcy in October 2008 and failed to fund their portion of borrowings under the Revolving Credit Facility. The Company believes LCP will likely not perform in the future under the terms of the facility and, therefore, has excluded LCP’s commitment from the description of the Revolving Credit Facility and all references to availability contained in this Report.

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Debt Repurchases

As market conditions warrant, the Company may from time to time repurchase debt securities issued by the Company or its subsidiaries, in privately negotiated or open market transactions, by tender offer, exchange offer, or by other means.

Debt Covenants

Senior Notes.  The indentures governing the 2007 Senior Notes and the 8.875% Senior Notes contain covenants that impose significant restrictions on the Company’s business. The covenants, among other things, restrict, subject to a number of qualifications and limitations, the ability of TAI and its subsidiaries to pay certain dividends and distributions, or repurchase equity interests of the Company and certain of its subsidiaries (unless certain conditions are met), incur liens, engage in mergers or consolidations, and enter into sale and leaseback transactions. The indentures for each of the Company’s outstanding notes also contain customary events of default.

Senior Secured Credit Facilities.  The Seventh Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of TAI and its subsidiaries to incur additional indebtedness or issue preferred stock, repay other indebtedness, repurchase capital stock, create liens on assets, make investments, loans or advances, make certain acquisitions, engage in mergers or consolidations, enter into sale and leaseback transactions, engage in certain transactions with affiliates, amend certain material agreements governing TAI’s indebtedness, and change the business conducted by the Company. In addition, the Seventh Credit Agreement contains financial covenants relating to a leverage ratio (through the third quarter of 2011, a senior secured leverage ratio) and a minimum interest coverage ratio, which ratios are calculated on a trailing four quarter basis, and require certain prepayments from excess cash flows, as defined. Other covenants restrict the payment of (i) cash dividends on the common stock of TRW Automotive Holdings Corp. (“TAHC”) pursuant to a formula based on our consolidated net income and leverage ratio, and (ii) dividends or other distributions by TAI, subject to specified exceptions. The exceptions include, among others, payments or distributions to enable the Company to enter into certain derivative transactions in relation to TAI’s exchangeable bonds, or in respect of expenses required for TAHC and its wholly-owned subsidiary, TRW Automotive Intermediate Holdings Corp., to maintain their corporate existence, general corporate overhead expenses, tax liabilities and legal and accounting fees. Since TAHC is a holding company without any independent operations, it does not have significant cash obligations and is able to meet its limited cash obligations with payments or distributions from TAI under the exceptions to our debt covenants. The Seventh Credit Agreement also includes customary events of default.

As of December 31, 2010, the Company was in compliance with all of its financial covenants.

Other Borrowings

The Company has borrowings under uncommitted credit agreements in many of the countries in which it operates. The borrowings are from various domestic and international banks at quoted market interest rates.

In 2008, the Company entered into a series of interest rate swap agreements with a total notional value of $350 million, of which $300 million matured in 2010. Since the interest rate swaps hedged the variability of interest payments on variable rate debt with the same terms, these swaps qualified for cash flow hedge accounting treatment.

During 2010, with the full repayment of the underlying term debt, an interest rate swap agreement with total notional value of $25 million entered into during 2008 no longer qualified for cash flow hedge accounting. As a result, $2 million of deferred swap losses included in other comprehensive income was recorded as loss on retirement of debt. Subsequent changes in market value were recorded to other (income) expense — net. In December 2010, the Company entered into an offsetting swap with a total notional value of $25 million. The result of the two swaps was to fix the quarterly payments until maturity in 2013. As of December 31, 2010, the Company recorded a net obligation of approximately $2 million related to its offsetting interest rate swap contracts.

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

In January and February 2010, the Company entered into interest rate swap agreements with a total notional value of $350 million to effectively change a fixed rate debt obligation into a floating rate obligation. In the second quarter of 2010, the Company terminated the agreements. These interest rate swaps had been designated as fair value hedges and were settled for a gain of $9 million, which was recorded as a valuation adjustment of the underlying debt.

12.   Restructuring Charges and Fixed Asset Impairments

The Company’s restructuring charges consist of severance, retention and outplacement services and severance-related postemployment benefits (collectively, “severance and other charges”), curtailment gains related to reductions of pension and retiree medical benefit obligations due to headcount reductions, and asset impairments related to restructuring activities.

As a result of significant declines in general economic conditions and automotive industry production levels during the second half of 2008, the Company undertook a number of restructuring initiatives in efforts to better align its cost structure with lower production levels. Such initiatives included the closure of several facilities in addition to a general reduction of the global workforce.

For the year ended December 31, 2010, restructuring charges and fixed asset impairments include the following:

				Occupant
	Chassis			Safety					Automotive
	Systems			Systems		Electronics			Components
	Segment			Segment		Segment			Segment		Corporate		Total
	(Dollars in millions)
Severance and other charges	$	13		$	23	$	(1	)	$	11	$	1	$	47
Curtailment gains — net		(1	)		—		—			—		—		(1	)
Asset impairments related to restructuring activities		(4	)		—		—			—		—		(4	)
Total restructuring charges		8			23		(1	)		11		1		42
Other fixed asset impairments		2			—		—			1		—		3
Total restructuring charges and fixed asset impairments	$	10		$	23	$	(1	)	$	12	$	1	$	45

During 2010, the Company incurred restructuring charges as part of the Company’s ongoing effort to better align the Company’s cost structure with global automotive market conditions. The restructuring charges of $42 million consists of $41 million related to global workforce reduction initiatives and $5 million related to the closure or planned closure of various facilities, partially offset by a gain of $4 million on the sale of a property related to a closed North American braking facility, which was previously impaired as part of a 2008 restructuring action. Other fixed asset impairments of $3 million related to the write-down of certain machinery and equipment to fair value based on estimated future cash flows.

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

For the year ended December 31, 2009, restructuring charges and fixed asset impairments include the following:

				Occupant
	Chassis			Safety					Automotive
	Systems			Systems		Electronics			Components
	Segment			Segment		Segment			Segment			Corporate			Total
	(Dollars in millions)
Severance and other charges	$	50		$	19	$	5		$	18		$	—		$	92
Curtailment gains — net		(4	)		—		(1	)		(1	)		(3	)		(9	)
Asset impairments related to restructuring activities		4			—		—			—			—			4
Total restructuring charges		50			19		4			17			(3	)		87
Other fixed asset impairments		9			—		—			4			—			13
Total restructuring charges and fixed asset impairments	$	59		$	19	$	4		$	21		$	(3	)	$	100

During 2009, the Company recorded restructuring charges of $87 million, of which $61 million primarily related to the global workforce reduction initiative that began in 2008, as discussed above, and $26 million related to the closure or planned closure of various facilities. Other fixed asset impairments of $13 million related to the write-down of certain machinery and equipment to fair value based on estimated future cash flows.

For the year ended December 31, 2008, restructuring charges and fixed asset impairments include the following:

				Occupant
	Chassis			Safety						Automotive
	Systems			Systems			Electronics			Components
	Segment			Segment			Segment			Segment			Corporate			Total
	(Dollars in millions)
Severance and other charges	$	27		$	28		$	4		$	8		$	2		$	69
Curtailment gains — net		(6	)		(1	)		(1	)		(2	)		(1	)		(11	)
Asset impairments related to restructuring activities		20			1			—			—			—			21
Total restructuring charges		41			28			3			6			1			79
Other fixed asset impairments		48			15			1			2			—			66
Total restructuring charges and fixed asset impairments	$	89		$	43		$	4		$	8		$	1		$	145

During 2008, the Company recorded restructuring charges of $79 million, of which $42 million primarily related to the global workforce reduction, and $37 million related to the closure or announced closure of various facilities. Other fixed asset impairments of $66 million related to the write-down of certain internally used software, the write-down of certain machinery and equipment to fair value based on estimated future cash flows and the write-down of certain buildings and leasehold improvements based on real estate market conditions.

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Restructuring Reserves

The following table illustrates the movement of the restructuring reserves for severance and other charges (but excludes reserves related to severance-related postemployment benefits):

	Years Ended December 31,
	2010			2009
	(Dollars in millions)
Beginning balance	$	23		$	32
Current period accruals, net of changes in estimates		10			39
Used for purposes intended		(16	)		(55	)
Effects of foreign currency translation and transfers		4			7
Ending balance	$	21		$	23

Of the $21 million restructuring reserve accrued as of December 31, 2010, approximately $15 million is expected to be paid in 2011. The balance is expected to be paid in 2012 through 2015 and is comprised primarily of involuntary employee termination arrangements in the United States and Europe.

13.   Lease Commitments

The Company leases certain offices, manufacturing and research buildings, machinery, automobiles and computer and other equipment. Such leases, some of which are noncancelable and in many cases include renewals, are set to expire at various dates. Rental expense for operating leases was $104 million, $117 million, and $131 million for the years ended December 31, 2010, 2009, and 2008, respectively.

As of December 31, 2010, the future minimum lease payments for noncancelable capital and operating leases with initial terms in excess of one year were as follows:

	Capital		Operating
Years Ended December 31,	Leases		Leases
	(Dollars in millions)
2011	$	9	$	84
2012		8		58
2013		3		52
2014		3		42
2015		3		39
Thereafter		9		77
Total minimum payments required	$	35	$	352
Less amounts representing interest		5
Present value of net minimum capital lease payments		30
Less current installments		8
Obligations under capital leases, excluding current installments	$	22

14.   Capital Stock

The Company’s authorized capital stock consists of (i) 500 million shares of common stock, par value $.01 per share (the “Common Stock”), of which 122,465,854 shares were issued and outstanding as of December 31, 2010, net of 4,668 shares of treasury stock withheld at cost to satisfy tax obligations for a specific grant under the Company’s stock-based compensation plan; and (ii) 250 million shares of preferred stock, par value $.01 per share,

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

including 500,000 shares of Series A junior participating preferred stock, of which no shares are currently issued or outstanding.

From time to time, capital stock is issued in conjunction with the exercise of stock options (and, in the future, stock-settled stock appreciation rights) and the vesting of restricted stock units issued as part of the Company’s stock incentive plan.

15.   Share-Based Compensation

Equity Awards

Effective in February 2003, the Company established the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan (as amended, the “Plan”), which initially permitted the grant of up to 18,500,000 stock options, stock appreciation rights, restricted stock and other stock-based awards to the employees, directors or consultants of the Company or its affiliates. On May 19, 2009, the Company’s stockholders approved an amendment to the Plan to increase the number of shares available for issuance under the Plan by 4,500,000.

As of December 31, 2010, the Company had 4,943,762 shares of Common Stock available for issuance under the Plan. In addition, 3,510,902 stock options, 529,800 stock-settled stock appreciation rights (“SSARs”) and 1,154,518 nonvested restricted stock units were outstanding as of December 31, 2010. The SSARs issued in 2010 and more than one-half of the stock options, including those issued in 2009 and 2008, have an 8-year term and vest ratably over three years, whereas the remaining stock options have a 10-year term and vest ratably over five years. Substantially all of the restricted stock units vest ratably over three years.

Each SSAR entitles the grantee to receive the appreciation in value of one underlying share of the Company’s stock from the grant date fair market value to the fair market value on the exercise date, although the stock price at exercise is limited to a maximum value of $50.00 for the SSARs granted in 2010.

The significant equity award grants during 2010, 2009 and 2008 are as follows:

	March 3, 2010				August 26, 2009				February 26, 2009				February 26, 2008
					Stock				Stock				Stock
	SSARs		RSUs		Options		RSUs		Options		RSUs		Options		RSUs
Number Granted		535,300		632,100		277,900		5,000		678,000		642,400		997,500		525,500
Exercise price	$	26.91			$	19.02			$	2.70			$	24.38

The exercise price of the SSARs and stock options is equal to the average of the high and low stock price of the Company on the grant date.

The total share-based compensation expense recognized for the Plan was as follows:

	Years Ended December 31,
	2010		2009		2008
	(Dollars in millions)
SSARs and stock options	$	3	$	6	$	9
Restricted stock units		10		8		11
Total share-based compensation expense	$	13	$	14	$	20

The Company uses historical data to estimate SSAR and option exercise and employee termination assumptions within the valuation model. The expected volatilities are primarily developed using historical data of the Company as well as expected volatility of similar entities. The expected life of SSARs and options granted represents the period of time that they are expected to be outstanding. The risk free rate is based on U.S. Treasury zero-coupon yield curves with a remaining term equal to the expected SSAR and option life.

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Notes to Consolidated Financial Statements — (Continued)

Fair value for SSARs and stock options was estimated at the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions:

	March 3,			August 26,			February 26,			February 26,
	2010			2009			2009			2008
Expected volatility		75.8	%		65.9	%		47.3	%		28.2	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected life		5.0 years			5.0 years			5.0 years			5.0 years
Risk-free rate		2.27	%		2.44	%		2.07	%		2.88	%

A summary of SSAR and stock option activity under the Plan and changes during the year then ended is presented below:

						Weighted-
				Weighted-		Average
	Thousands of			Average		Remaining		Aggregate
	Options			Exercise		Contractual		Intrinsic
	and SSARs			Price		Term		Value
								(Dollars in millions)
Outstanding at January 1, 2010		7,819		$	19.86
Granted		537			26.93
Exercised		(4,248	)		17.97
Forfeited or expired		(67	)		22.32
Outstanding at December 31, 2010		4,041			22.74		4.5	$	120
Exercisable at December 31, 2010		2,637		$	25.12		3.4	$	73

The weighted-average grant-date fair value of SSARs and stock options granted during the years ended December 31, 2010, 2009 and 2008 was $3.45, $3.97, and $7.38, respectively. The total intrinsic value of SSARs and stock options exercised during the years ended December 31, 2010, 2009 and 2008 was $89 million, $2 million and $3 million, respectively.

A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2010, and changes during the year ended December 31, 2010, is presented below:

				Weighted-
	Thousands of			Average
	Restricted			Grant-Date
Nonvested Units	Stock Units			Fair Value
Nonvested at January 1, 2010		1,061		$	12.64
Granted		634			26.95
Vested		(507	)		16.53
Forfeited		(33	)		15.87
Nonvested at December 31, 2010		1,155		$	18.70

The total fair value of restricted stock units vested during the years ended December 31, 2010, 2009 and 2008 were $14 million, $1 million and $11 million, respectively.

As of December 31, 2010, there was $16 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. Such cost is expected to be recognized over a weighted-average period of approximately 2 years.

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Cash Awards

2010 Cash Incentive Awards — Executives.  Under the 2010 Awards, as of the grant date, the Company set a target amount for each individual receiving such award. Each award is divided into three tranches of equal value with a tranche vesting on each of the first, second and third anniversaries of the grant date, subject to certain early vesting provisions. The target value of each tranche will be adjusted based upon the average price of the Company’s common stock during a 90 day determination period that follows the vesting date, and will be paid after such determination period. The adjustment to the target value of each award ranges from 0% to 130% (for a payout range of zero to $3.4 million).

2009 Cash Incentive Awards — Executives and Vice Presidents.  In February 2009, the Company approved cash incentive awards for named executive officers and vice presidents (the “2009 Executive and V.P. Cash Incentive Awards”), effective February 26, 2009 (the “Effective Date”). Under the Executive and V.P. Cash Incentive Awards, as of the Effective Date, the Company set a target amount for each individual receiving such award. Subject to certain early vesting provisions, one-third of the target value will be adjusted on each of the first, second and third anniversaries of the Effective Date, based upon the average price of the Company’s common stock during the portion of the month of February preceding such anniversary as compared to the stock price on the Effective Date. The adjustment to the target award ranges from 0% to 250%. The adjusted values will accumulate without interest until the third anniversary of the Effective Date, when they will vest and become payable, provided that the employee remains employed by the Company.

2009 Cash Incentive Awards — Directors.  In February 2009, the Company also approved cash incentive awards for the independent directors of the Company (the “Director Cash Incentive Awards”), effective February 26, 2009. The terms of the Director Cash Incentive Awards generally mirrored the terms of the Executive and V.P. Cash Incentive Awards with the exception of the vesting period and early vesting circumstances. The Director Cash Incentive Awards vested and were paid in February 2010.

Retention Awards — Executives and Vice Presidents.  In February 2009, the Company also approved retention awards for named executive officers and vice presidents (the “Retention Awards”), effective February 26, 2009. Under the Retention Awards, the Company will pay each individual a cash award in return for the individual remaining employed with the Company for 36 months from the effective date. During the third quarter of 2010, one-half of these awards vested, resulting in a payment of approximately $9 million. However, such amounts paid are subject to recoupment in the event of certain terminations of employment prior to the 36 month anniversary. The other half of each award will vest and become payable on the 36 month anniversary of the effective date, except that the awards for the executive officers will vest only if the price of the Company’s common stock is greater than $10 on any day during the last six months of the vesting period.

Fair Value Determination of Cash Awards.  The fair value of the 2010 Awards, the 2009 Executive and V.P. Cash Incentive Awards, the Director Cash Incentive Awards and the Retention Awards (collectively, the “Cash Awards”) are determined based on a lattice model (the Monte Carlo simulation) and is re-measured quarterly. The pro-rata vested portion of the awards is recognized as a liability. The lattice model utilizes inputs on volatility assumptions, risk free rates and the price of the Company’s common stock as of each valuation date. Volatility assumptions are based on the Company’s historical volatility and risk free rates are interpolated from U.S. constant maturity treasury rates.

During 2010, the Company recognized compensation expense associated with the Cash Awards of approximately $19 million. The liability and fair value of the Cash Awards as of December 31, 2010 were approximately $26 million and $43 million, respectively (with a maximum payout amount of approximately $45 million).

16.   Related Party Transactions

Blackstone.  Pursuant to the Company’s Transaction and Monitoring Fee Agreement with The Blackstone Group L.P. (“Blackstone”), Blackstone provides the Company monitoring, advisory and consulting services,

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Notes to Consolidated Financial Statements — (Continued)

including advice regarding (i) structure, terms and negotiation of debt and equity offerings; (ii) relationships with the Company’s and its subsidiaries’ lenders and bankers; (iii) corporate strategy; (iv) acquisitions or disposals and (v) other financial advisory services as more fully described in the agreement. Pursuant to this agreement, the Company has agreed to pay an annual monitoring fee of $5 million for these services. Approximately $5 million is included in the consolidated statements of operations for each of the years ended December 31, 2010, 2009, and 2008.

Secondary Offerings.  Pursuant to the Company’s Third Amended and Restated Stockholders Agreement (the “Third Restated Agreement”) with Automotive Investors LLC (“AI LLC”), an affiliate of Blackstone, among other things, the Company has certain obligations with respect to both demand and incidental (or “piggyback”) registration rights held by AI LLC. Pursuant to the Company’s employee stockholders agreement among the Company, our management group and AI LLC, among other things, the Company has certain continuing obligations with respect to piggyback registration rights held by the employee stockholders who are affiliates.

In March, September and November of 2010, AI LLC and certain management stockholders sold 11 million, 8 million and 10 million shares, respectively, of the Company’s common stock in underwritten registered public offerings (the “Offerings”) pursuant to the Company’s shelf registration statement on Form S-3 filed with the SEC on August 10, 2009. The Company did not receive any proceeds from the Offerings, nor did its number of shares outstanding materially change. In accordance with the Third Restated Agreement and the employee stockholders agreement described above, the Company incurred expenses totaling less than $1 million in connection with these Offerings. As a result of the Offerings, AI LLC’s ownership interest in the Company decreased to 16%.

17.   Contingencies

Various claims, lawsuits and administrative proceedings are pending or threatened against the Company or its subsidiaries, covering a wide range of matters that arise in the ordinary course of the Company’s business activities with respect to commercial, patent, product liability, environmental and occupational safety and health law matters. In addition, the Company and its subsidiaries are conducting a number of environmental investigations and remedial actions at current and former locations of certain of the Company’s subsidiaries. Along with other companies, certain subsidiaries of the Company have been named potentially responsible parties for certain waste management sites. Each of these matters is subject to various uncertainties, and some of these matters may be resolved unfavorably with respect to the Company or the relevant subsidiary. A reserve estimate for each environmental matter is established using standard engineering cost estimating techniques on an undiscounted basis. In the determination of such costs, consideration is given to the professional judgment of Company environmental engineers, in consultation with outside environmental specialists, when necessary. At multi-party sites, the reserve estimate also reflects the expected allocation of total project costs among the various potentially responsible parties. For Superfund sites where the Company or its subsidiaries and either Chrysler Corporation (“Chrysler”) or General Motors Corporation (“GM”) are both potentially responsible parties, the Company’s costs or liabilities have increased because of the discharge of certain claims in the Chapter 11 bankruptcy proceedings of those companies.

As of December 31, 2010 and 2009, the Company had reserves for environmental matters of $61 million and $52 million, respectively. In addition, the Company has established a receivable from Northrop for a portion of this environmental liability as a result of indemnification provided for in the master purchase agreement between Northrop and an affiliate of Blackstone under which Northrop has agreed to indemnify the Company for 50% of any environmental liabilities associated with the operation or ownership of the Company’s automotive business existing at or prior to the acquisition, subject to certain exceptions. The Company believes any liability that may result from the resolution of environmental matters for which sufficient information is available to support these cost estimates will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, the Company cannot predict the effect on the Company’s financial position, results of operations or cash flows of expenditures for aspects of certain matters for which there is insufficient information. In addition, the

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Notes to Consolidated Financial Statements — (Continued)

Company cannot predict the effect of compliance with environmental laws and regulations with respect to unknown environmental matters on the Company’s financial position, results of operations or cash flows or the possible effect of compliance with environmental requirements imposed in the future.

The Company faces an inherent business risk of exposure to product liability, recall and warranty claims in the event that its products actually or allegedly fail to perform as expected or the use of its products results, or is alleged to result, in bodily injury and/or property damage. Accordingly, the Company could experience material warranty, recall or product liability losses in the future. For further information, including quantification, of our product warranty liability see the description of “Warranties” under Summary of Significant Accounting Policies in Note 2.

While certain of the Company’s subsidiaries have been subject in recent years to asbestos-related claims, management believes that such claims will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. In general, these claims seek damages for illnesses alleged to have resulted from exposure to asbestos used in certain components sold in the past by the Company’s subsidiaries. Management believes that the majority of the claimants were vehicle mechanics. The vast majority of these claims name as defendants numerous manufacturers and suppliers of a variety of products allegedly containing asbestos. Management believes that, to the extent any of the products sold by the Company’s subsidiaries and at issue in these cases contained asbestos, the asbestos was encapsulated. Based upon several years of experience with such claims, management believes that only a small proportion of the claimants has or will ever develop any asbestos-related illness.

Neither settlement costs in connection with asbestos claims nor annual legal fees to defend these claims have been material in the past. These claims are strongly disputed by the Company and it has been its policy to defend against them aggressively. Many of these cases have been dismissed without any payment whatsoever. Moreover, there is significant insurance coverage with solvent carriers with respect to these claims. However, while costs to defend and settle these claims in the past have not been material, there can be no assurances that this will remain so in the future.

Management believes that the ultimate resolution of the foregoing matters will not have a material effect on the Company’s financial condition, results of operations or cash flows or on the Company’s financial statements as a whole.

18.   Segment Information

The Company is a U.S.-based international business providing advanced technology products and services for the automotive markets. The Company has four reportable segments: Chassis Systems, Occupant Safety Systems, Electronics and Automotive Components.

The principal customers for the Company’s automotive products are the North American, European and Asian vehicle manufacturers.

Segment Information.  The Company designs, manufactures and sells a broad range of steering, suspension and braking products, seat belts, airbags, steering wheels, safety electronics, engine valves, engineered fasteners, body control systems, and other components and systems for passenger cars, light trucks and commercial vehicles. A description of the products and services provided by each of the segments follows.

Chassis Systems — Active safety systems and other systems and components in the area of foundation brakes, anti-lock braking systems and other brake control (including electronic vehicle stability control), steering gears and systems, linkage and suspension and modules.

Occupant Safety Systems — Passive safety systems and components in the areas of airbags, seat belts, crash sensors and steering wheels.

Electronics — Safety, radio frequency, chassis, powertrain electronics and driver assistance systems.

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Notes to Consolidated Financial Statements — (Continued)

Automotive Components — Engine valves, engineered fasteners and plastic components and body controls.

The accounting policies of the segments are the same as those described in Note 2 under “Summary of Significant Accounting Policies.” The Company evaluates operating performance based on segment earnings (losses) before taxes and segment assets.

The following income and expense items are not included in segment earnings (losses) before taxes:

•  Corporate expense and other, which primarily represents costs associated with corporate staff and related expenses, including certain litigation and net employee benefits income (expense).

•  Financing costs, which represents debt-related interest and accounts receivable securitization costs.

•  Gain (loss) on retirement of debt.

The following tables present certain financial information by segment:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in millions)
Sales to external customers:
Chassis Systems	$	8,524		$	6,819		$	8,505
Occupant Safety Systems		3,441			2,893			3,782
Electronics		777			588			871
Automotive Components		1,641			1,314			1,837
Total sales to external customers	$	14,383		$	11,614		$	14,995
Intersegment sales:
Chassis Systems	$	53		$	37		$	40
Occupant Safety Systems		41			29			41
Electronics		373			276			313
Automotive Components		66			27			52
Total intersegment sales	$	533		$	369		$	446
Total segment sales:
Chassis Systems	$	8,577		$	6,856		$	8,545
Occupant Safety Systems		3,482			2,922			3,823
Electronics		1,150			864			1,184
Automotive Components		1,707			1,341			1,889
Total segment sales	$	14,916		$	11,983		$	15,441
Earnings (losses) before taxes:
Chassis Systems	$	660		$	211		$	144
Occupant Safety Systems		373			138			(42	)
Electronics		138			47			111
Automotive Components		72			(56	)		(592	)
Segment earnings (losses) before taxes		1,243			340			(379	)
Corporate expense and other		(66	)		(54	)		(90	)
Financing costs		(162	)		(190	)		(184	)
Gain (loss) on retirement of debt — net		(15	)		26			—
Net earnings attributable to noncontrolling interest, net of tax		41			18			15
Earnings (losses) before income taxes	$	1,041		$	140		$	(638	)

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Notes to Consolidated Financial Statements — (Continued)

	Years Ended December 31,
	2010		2009		2008
	(Dollars in millions)
Capital expenditures:
Chassis Systems	$	164	$	97	$	214
Occupant Safety Systems		49		55		149
Electronics		42		22		50
Automotive Components		36		25		54
Corporate		3		2		15
	$	294	$	201	$	482
Depreciation and amortization:
Chassis Systems	$	237	$	244	$	288
Occupant Safety Systems		98		111		125
Electronics		53		56		62
Automotive Components		76		79		96
Corporate		5		5		5
	$	469	$	495	$	576

The Company accounts for intersegment sales or transfers at current market prices.

The following table presents certain balance sheet information by segment:

	December 31,
	2010		2009		2008
	(Dollars in millions)
Segment assets:
Chassis Systems	$	4,225	$	3,905	$	3,729
Occupant Safety Systems		2,434		2,484		2,734
Electronics		863		813		374
Automotive Components		829		833		842
Segment assets		8,351		8,035		7,679
Corporate assets		765		493		1,418
Segment and corporate assets		9,116		8,528		9,097
Deferred tax assets		172		204		175
Total assets	$	9,288	$	8,732	$	9,272

Corporate assets principally consist of cash and cash equivalents and pension assets.

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Notes to Consolidated Financial Statements — (Continued)

Geographic Information.  The following table presents certain information concerning principal geographic areas:

	United				Rest of
	States		Germany		World		Total
	(Dollars in millions)
Sales to external customers:
Year Ended December 31, 2010	$	3,172	$	2,299	$	8,912	$	14,383
Year Ended December 31, 2009		2,295		2,038		7,281	$	11,614
Year Ended December 31, 2008		3,605		2,859		8,531		14,995
Property, plant and equipment — net:
As of December 31, 2010	$	370	$	432	$	1,298	$	2,100
As of December 31, 2009		480		510		1,344		2,334

Sales are attributable to geographic areas based on the location of the assets generating the sales. Inter-area sales are not significant to the total sales of any geographic area.

Customer Concentration.  Sales to the Company’s largest-end-customers (including sales within the vehicle manufacturer’s group) on a worldwide basis are as follows:

			Ford				Aggregate
	Volkswagen		Motor		General		Percent of
	AG		Company		Motors		Total Sales
	(Dollars in millions)
Year Ended December 31, 2010	$	2,801	$	2,248	$	1,655		47	%
Year Ended December 31, 2009		2,216		1,817		1,292		46	%
Year Ended December 31, 2008		2,675		1,821		2,018		43	%

19.   Quarterly Financial Information (Unaudited)

	First Quarter
	Three Months Ended
	April 2,			April 3,			March 28,
	2010			2009			2008
	(Dollars in millions, except per share amounts)
Sales	$	3,583		$	2,390		$	4,144
Gross profit		429			30			341
Restructuring charges and fixed asset impairments		(7	)		(24	)		(8	)
Intangible asset impairments		—			(30	)		—
Gain (loss) on retirement of debt — net		—			34			—
Earnings (losses) before income taxes		263			(134	)		146
Net earnings (losses) attributable to TRW		204			(131	)		94
Basic earnings (losses) per share	$	1.72		$	(1.30	)	$	0.93
Diluted earnings (losses) per share	$	1.61		$	(1.30	)	$	0.92

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TRW Automotive Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

	Second Quarter
	Three Months Ended
	July 2,			July 3,			June 27,
	2010			2009			2008
	(Dollars in millions, except per share amounts)
Sales	$	3,661		$	2,732		$	4,446
Gross profit		439			200			401
Restructuring charges and fixed asset impairments		(3	)		(26	)		(24	)
Gain (loss) on retirement of debt — net		(1	)		1			—
Earnings (losses) before income taxes		289			8			188
Net earnings (losses) attributable to TRW		227			(11	)		127
Basic earnings (losses) per share	$	1.90		$	(0.11	)	$	1.26
Diluted earnings (losses) per share	$	1.78		$	(0.11	)	$	1.24

	Third Quarter
	Three Months Ended
	October 1,			October 2,			September 26,
	2010			2009			2008
	(Dollars in millions, except per share amounts)
Sales	$	3,426		$	3,108		$	3,592
Gross profit		387			301			181
Restructuring charges and fixed asset impairments		—			(24	)		(32	)
Gain (loss) on retirement of debt — net		(1	)		(1	)		—
Earnings (losses) before income taxes		236			90			(29	)
Net earnings (losses) attributable to TRW		199			56			54
Basic earnings (losses) per share	$	1.66		$	0.51		$	(0.53	)
Diluted earnings (losses) per share	$	1.54		$	0.50		$	(0.53	)

	Fourth Quarter
	Three Months Ended December 31,
	2010			2009			2008
	(Dollars in millions, except per share amounts)
Sales	$	3,713		$	3,384		$	2,813
Gross profit		467			375			95
Restructuring charges and fixed asset impairments		(35	)		(26	)		(81	)
Goodwill impairments		—			—			(458	)
Intangible asset impairments		—			—			(329	)
Gain (loss) on retirement of debt — net		(13	)		(8	)		—
Earnings (losses) before income taxes		253			176			(943	)
Net earnings (losses) attributable to TRW		204			141			(946	)
Basic earnings (losses) per share	$	1.68		$	1.20		$	(9.35	)
Diluted earnings (losses) per share	$	1.56		$	1.18		$	(9.35	)

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Notes to Consolidated Financial Statements — (Continued)

20.   Unconsolidated Affiliates

The Company’s beneficial ownership in affiliates accounted for under the equity method follows:

	December 31,
	2010			2009			2008
SM-Sistemas Modulares Ltda. (Brazil)		50	%		50	%		50	%
ABC Sistemas E Modulos Ltda. (Brazil)		33	%		33	%		33	%
CSG TRW Chassis Systems Co., Ltd. (China)		50	%		50	%		50	%
Shanghai TRW Automotive Safety Systems Co., Ltd (China)		50	%		50	%		50	%
Shin Han Beijing Automobile Parts System Co., Ltd (China)		30	%		30	%		30	%
Fuji Valve (Guangdong) Co., Ltd. (China)		25	%		0	%		0	%
TH Braking Company S.A.S. (France)		50	%		50	%		50	%
Rane TRW Steering Systems Limited (India)		50	%		50	%		50	%
Brakes India Limited (India)		49	%		49	%		49	%
TRW Sun Steering Wheels Private Limited (India)		49	%		49	%		49	%
Shin Han Valve Industrial Co., Ltd (Korea)		25	%		25	%		25	%
Mediterranea de Volants, S.L. (Spain)		0	%		49	%		49	%
Components Venezolanos de Direccion, S.A. (Venezuela)		40	%		40	%		40	%

Summarized aggregate financial information from the balance sheets and statements of operations of the Company’s affiliates accounted for under the equity method follows:

	Years Ended and
	as of December 31,
	2010		2009		2008
	(Dollars in millions)
Statements of Operations
Sales	$	1,200	$	783	$	819
Gross profit		325		197		244
Earnings from continuing operations		74		37		37
Net earnings	$	74	$	37	$	37
Balance Sheets
Current assets	$	530	$	390	$	345
Noncurrent assets		265		243		232
Current liabilities	$	345	$	262	$	174
Noncurrent liabilities		287		133		182

88

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of TRW Automotive Holdings Corp.
Livonia, Michigan

We have audited the accompanying consolidated balance sheets of TRW Automotive Holdings Corp. as of December 31, 2010 and 2009, and the related consolidated statements of operations, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule included as Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TRW Automotive Holdings Corp. at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TRW Automotive Holdings Corp.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2011 expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Detroit, Michigan

February 17, 2011

89

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of TRW Automotive Holdings Corp.
Livonia, Michigan

We have audited TRW Automotive Holdings Corp.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). TRW Automotive Holdings Corp.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, TRW Automotive Holdings Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2010 and 2009, and the related consolidated statements of operations, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2010 and our report dated February 17, 2011 expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Detroit, Michigan

February 17, 2011

90

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Our Chief Executive Officer and Chief Financial Officer, based on their evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934) as of December 31, 2010, have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files and submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the specified time periods.

Management’s Report on Internal Control over Financial Reporting.  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an assessment of the effectiveness of its internal control over financial reporting as of December 31, 2010. The assessment was based on criteria established in the framework entitled, Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Based on this assessment, using the criteria referenced above, management concluded that our internal control over financial reporting was effective as of December 31, 2010. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2010 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report included herein.

Changes in Internal Control over Financial Reporting.  There was no change in the Company’s internal controls over financial reporting that occurred during the fourth fiscal quarter of 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.   OTHER INFORMATION

None.

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 regarding executive officers and directors is incorporated by reference from the information under the captions “Executive Officers” and “The Board of Directors” in TRW’s definitive Proxy Statement for the 2011 Annual Meeting of the Stockholders (the “Proxy Statement”), which will be filed within 120 days after December 31, 2010. The information required by Item 10 regarding the audit committee, audit committee financial expert disclosure and our code of ethics is incorporated by reference from the information under the caption “Committees of the Board of Directors” in the Proxy Statement. Disclosure of delinquent Section 16 filers, if any, pursuant to Item 405 of Regulation S-K will be contained in the Proxy Statement.

91

ITEM 11.   EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference from the information under the following captions in the Proxy Statement: “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” and “Director Compensation.”

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 relating to security ownership is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

The information required by Item 12 relating to securities authorized for issuance under equity compensation plans is incorporated herein by reference from “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in this Report.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 regarding transactions with related persons is incorporated by reference from the information under the caption “Transactions with Related Persons” in the Proxy Statement.

The information required by Item 13 regarding director independence is incorporated by reference from the information under the caption “The Board of Directors” in the Proxy Statement.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated by reference from the information under the caption “Independent Registered Public Accounting Firm Fees” in the Proxy Statement.

92

PART IV

ITEM 15.   EXHIBIT, FINANCIAL STATEMENT SCHEDULES

(a)  (1) Financial Statements

	Page No.
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		42
Consolidated Balance Sheets as of December 31, 2010 and 2009		43
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		44
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008		45
Notes to Consolidated Financial Statements		46
Reports of Ernst & Young LLP, independent registered public accounting firm		89

(2) Financial Statement Schedule —

SCHEDULE II

Valuation and Qualifying Accounts for

the years ended December 31, 2010, 2009 and 2008

						Charged
	Balance at		Charged to			(Credited)						Balance at
	Beginning		Costs and			to Other						End of
	of Period		Expenses			Accounts			Deductions			Period
			(Dollars in millions)
Year ended December 31, 2010
Allowance for doubtful accounts	$	40	$	2		$	—		$	(13	)(a)	$	29
Deferred tax asset valuation allowance		1,011		(144	)		(92	)		—			775
Year ended December 31, 2009
Allowance for doubtful accounts	$	37	$	11		$	—		$	(8	)(a)	$	40
Deferred tax asset valuation allowance		878		44			89			—			1,011
Year ended December 31, 2008
Allowance for doubtful accounts	$	43	$	8		$	—		$	(14	)(a)	$	37
Deferred tax asset valuation allowance		441		350			87			—			878

^(a) Uncollectible accounts written off, net of recoveries.

The other schedules have been omitted because they are not applicable or are not required or the information to be set forth therein is included in the Consolidated Financial Statements or notes thereto.

93

(3) Exhibits (including those incorporated by reference). All references to “Registrant” below pertain to TRW Automotive Holdings Corp. and all references to TAI pertain to TRW Automotive Inc. (f/k/a TRW Automotive Acquisition Corp. and Roadster Acquisition Corp.)

					Incorporated By Reference
Exhibit							Filing	Filed
Number				Exhibit Description	Form	Exhibit	Date	Herewith
	2	.1	(a)	The Master Purchase Agreement, dated as of November 18, 2002 between BCP Acquisition Company L.L.C. (“BCP”) and Northrop Grumman Corporation (“Northrop”).	TAI S-4	2.1	07/01/2003
			(b)	Amendment No. 1, dated December 20, 2002, to the Master Purchase Agreement, dated as of November 18, 2002, among BCP, Northrop, TRW Inc. and TAI.	TAI S-4	2.2	07/01/2003
			(c)	Amendment No. 2, dated February 28, 2003, to the Master Purchase Agreement, dated as of November 18, 2002, among BCP, Northrop, Northrop Grumman Space & Mission Systems Corp. and TAI.	TAI S-4	2.3	07/01/2003
	3	.1		Second Amended and Restated Certificate of Incorporation of Registrant.	10-K	3.1	03/29/2004
	3	.2		Third Amended and Restated By-Laws of Registrant.	8-K	3.2	11/17/2004
	4	.1		Form of Certificate of Common Stock of Registrant, as approved February 2010.	10-K	4.1	02/25/2010
	4	.2	(a)	Form of Rights Agreement dated January 23, 2004 between Registrant and National City Bank as Rights Agent.	S-1A	4.21	01/26/2004
			(b)	Letter Agreement, dated September 11, 2009, between Computershare Trust Company, N.A. and Registrant establishing Computershare as the successor Rights Agent under the Registrant’s Rights Agreement dated January 23, 2004.	10-Q	4.1	11/4/2009
Registrant, in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K has omitted filing instruments defining the rights of holders of long-term debt of Registrant or any of its subsidiaries, which debt does not exceed 10% of the total assets of Registrant and its subsidiaries on a consolidated basis, and agrees to furnish to the SEC copies of such instruments upon request.
	10	.1	(a)	Sixth Amended and Restated Credit Agreement, dated as of June 24, 2009, among the Registrant, TAI, TRW Automotive Intermediate Holdings Corp. (“Intermediate”), certain of TAI’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.	8-K	10.1	06/26/2009

94

					Incorporated By Reference
Exhibit							Filing	Filed
Number				Exhibit Description	Form	Exhibit	Date	Herewith
			(b)	Seventh Amended and Restated Credit Agreement, dated as of December 21, 2009, among TAI, Registrant, Intermediate, certain of TAI’s foreign subsidiaries, the lenders party thereto from time to time, 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.	8-K	10.1	12/22/2009
			(c)	Amendment, dated as of March 17, 2010, to the Seventh Amended and Restated Credit Agreement dated as of December 21, 2009, among TAI, the Registrant, Intermediate, certain of TAI’s foreign subsidiaries, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent for the lenders, and Bank of America, N.A., as syndication agent.	10-Q	10.4	05/05/2010
	10	.2	(a)	U.S. Guarantee and Collateral Agreement, dated and effective as of February 28, 2003, among Registrant, Intermediate, TAI, each other subsidiary of Registrant party thereto, TRW Automotive Finance (Luxembourg), S.à.r.l. and JP Morgan Chase Bank, as Collateral Agent.	TAI S-4	10.2	07/01/2003
			(b)	Amendment, dated as of June 24, 2009, to the U.S. Guarantee and Collateral Agreement, dated as of February 28, 2003	10-Q	10-2	08/04/2009
	10	.3		Finco Guarantee Agreement, dated as of February 28, 2003, between TRW Automotive Finance (Luxembourg), S.à.r.l. and JP Morgan Chase Bank, as Collateral Agent.	TAI S-4	10.3	07/01/2003
	10	.4		First-Tier Subsidiary Pledge Agreement, dated and effective as of February 28, 2003, among TAI, each subsidiary of TAI party thereto and JP Morgan Chase Bank, as Collateral Agent	TAI S-4	10.4	07/01/2003
	10	.5		Intellectual Property License Agreement, dated as of February 28, 2003, between TAI and Northrop.	TAI S-4	10.11	07/01/2003
	10	.6		Intellectual Property License Agreement, dated as of February 28, 2003, between Northrop and TAI.	TAI S-4	10.12	07/01/2003
	10	.7		Employee Matters Agreement, dated as of February 28, 2003, between TRW Inc. and TAI.	TAI S-4	10.14	07/01/2003
	10	.8		Insurance Allocation Agreement, dated as of February 28, 2003, between Northrop Grumman Space and Mission Systems Corp. and TAI.	TAI S-4	10.15	07/01/2003

95

					Incorporated By Reference
Exhibit							Filing	Filed
Number				Exhibit Description	Form	Exhibit	Date	Herewith
	10	.9		Transaction and Monitoring Fee Agreement, dated as of February 28, 2003, between Registrant and Blackstone Management Partners IV L.L.C.	TAI S-4	10.17	07/01/2003
	10	.10		Employee Stockholders Agreement, dated as of February 28, 2003, by and among Registrant and the other parties named therein.	TAI S-4	10.18	07/01/2003
	10	.11		Third Amended and Restated Stockholders Agreement dated as of May 29, 2007 between Registrant and Automotive Investors LLC.	8-K	10.1	06/01/2007
	10	.12	(a)	Letter Agreement, dated May 27, 2003, between John C. Plant and TAI.	TAI S-4	10.37	07/01/2003
			(b)	Employment Agreement, dated as of February 6, 2003 between TAI, TRW Limited and John C. Plant.	TAI S-4	10.22	07/01/2003
			(c)	Amendment dated as of December 16, 2004 to Employment Agreement of John C. Plant.	10-K	10.45	02/23/2005
			(d)	Second Amendment dated as of February 22, 2005 to Employment Agreement of John C. Plant.	10-K	10.51	02/23/2005
			(e)	Third Amendment dated as of July 28, 2006 to Employment Agreement of John C. Plant.	10-Q	10.1	08/02/2006
			(f)	Fourth Amendment dated as of December 18, 2008 to Employment Agreement of John C. Plant.	8-K	10.5	12/22/2008
			(g)	Sixth Amendment dated as of November 20, 2009 to Employment Agreement of John C. Plant.	10-K	10.15(g)	02/25/2010
			(h)	Amended and Restated TRW Automotive Supplemental Retirement Income Plan, effective January 1, 2009	8-K	10.1	12/22/2008
			(i)	John C. Plant 2009 Supplemental Retirement Plan, effective as of January 1, 2009.	8-K	10.6	12/22/2008
	10	.13	(a)	Employment Agreement, dated as of February 28, 2003 by and between TAI, TRW Limited and Steven Lunn.	TAI S-4	10.23	07/01/2003
			(b)	Amendment dated as of December 16, 2004 to Employment Agreement of Steven Lunn.	10-K	10.46	02/23/2005
			(c)	Second Amendment dated as of January 12, 2009 to Employment Agreement of Steven Lunn.	8-K	10.1	01/13/2009
			(d)	Fourth Amendment dated as of November 30, 2010 to Employment Agreement of Steven Lunn.				X
			(e)	Lucas Funded Executive Pension Scheme No. 4	TAI S-4A	10.38	09/12/2003

96

					Incorporated By Reference
Exhibit							Filing	Filed
Number				Exhibit Description	Form	Exhibit	Date	Herewith
			(f)	Lucas Group Funded Executive Pension Scheme No. 4 Statement of Benefits for Mr. S. Lunn — Plan document relating to previously filed Trust Agreement.	10-Q	10.5	11/04/2004
			(g)	Declaration of Trust, the TRW Retirement Benefit Plan, dated November 1, 2010 between TAI and Barclays Wealth Trustees (Guernsey) Limited.				X
	10	.14	(a)	Employment Agreement, dated as of February 27, 2003 by and between TRW Limited and Peter J. Lake.	TAI S-4	10.24	07/01/2003
			(b)	Amendment dated as of April 30, 2004 to Employment Agreement of Peter J. Lake.	10-Q	10.5	05/07/2004
			(c)	Second Amendment dated as of December 16, 2004 to Employment Agreement of Peter J. Lake.	10-K	10.47	02/23/2005
			(d)	Third Amendment dated as of July 29, 2005 to Employment Agreement of Peter J. Lake.	10-Q	10.1	08/02/2005
			(e)	Fourth Amendment dated as of November 12, 2008 to Employment Agreement of Peter J. Lake.	8-K	10.4	11/13/2008
			(f)	Fifth Amendment dated as of December 18, 2008 to Employment Agreement of Peter J. Lake.	8-K	10.4	12/22/2008
			(g)	Seventh Amendment to Employment Agreement, dated as of October 1, 2009, among TAI, TRW Limited and Peter J. Lake.	8-K	10.1	09/30/2009
	10	.15	(a)	Employment Agreement, dated as of February 13, 2003 by and between TAI and Joseph S. Cantie.	TAI S-4	10.25	07/01/2003
			(b)	Amendment dated as of April 30, 2004 to Employment Agreement of Joseph S. Cantie.	10-Q	10.4	05/07/2004
			(c)	Second Amendment dated as of December 16, 2004 to Employment Agreement of Joseph S. Cantie.	10-K	10.49	02/23/2005
			(d)	Third Amendment dated as of July 29, 2005 to Employment Agreement of Joseph S. Cantie.	10-Q	10.3	08/02/2005
	10	.16	(a)	Employment Agreement dated as of August 16, 2004 by and between TAI and Neil E. Marchuk.	10-Q	10.1	11/04/2004
			(b)	Amendment dated as of December 16, 2004 to Employment Agreement of Neil E. Marchuk.	10-K	10.50	02/23/2005
			(c)	Second Amendment dated as of July 29, 2005 to Employment Agreement of Neil E. Marchuk.	10-Q	10.4	08/02/2005
			(d)	Sixth Amendment dated as of February 18, 2009 to Employment Agreement of Neil E. Marchuk.	10-Q	10.1	05/06/2009

97

					Incorporated By Reference
Exhibit							Filing	Filed
Number				Exhibit Description	Form	Exhibit	Date	Herewith
	10	.17		Employment Agreement, dated as of February 1, 2010 by and between TAI and Robin A. Walker-Lee.				X
	10	.18	(a)	Form of Fourth Amendment to Employment Agreement, dated as of November 12, 2008, between TAI and each of Joseph S. Cantie and Neil E. Marchuk.	8-K	10.3	11/13/2008
			(b)	Form of Fifth Amendment to Employment Agreement, dated as of December 18, 2008, between TAI and each of Joseph S. Cantie and Neil E. Marchuk.	8-K	10.3	12/22/2008
			(c)	Form of Amendment to Employment Agreement, dated as of February 26, 2009, between TAI and/or TRW Limited, as applicable, and each of the named executive officers.	8-K	10.1	02/24/2009
	10	.19		TRW Automotive Benefits Equalization Plan effective January 1, 2009				X
	10	.20	(a)	Form of TAI Executive Officer Cash Incentive Award Agreement, dated as of February 26, 2009 between TAI and each of the Registrant’s executive officers	8-K	10.2	02/24/2009
			(b)	Form of TAI Executive Officer Cash Incentive Award Agreement between TAI and each of the Registrant’s executive officers.	8-K	10.1	02/26/2010
	10	.21		Form of TAI Executive Officer Retention Award Agreement, dated as of February 26, 2009 between TAI and each of the Registrant’s executive officers.	8-K	10.3	02/24/2009
	10	.22		Form of Indemnification Agreement between the Registrant and each of its directors and named executive officers.	8-K	10.5	11/13/2008
	10	.23	(a)	Director Offer Letter to J. Michael Losh, dated November 7, 2003.	10-K	10.56	02/23/2005
			(b)	Director Offer Letter to Francois J. Castaing, dated March 31, 2004.	10-K	10.57	02/23/2005
			(c)	Director Offer Letter to Jody Miller, dated January 7, 2005.	8-K	10.1	02/01/2005
			(d)	Director Offer Letter to James F. Albaugh, dated August 4, 2006.	8-K	10.1	09/18/2006
			(e)	Director Offer Letter to Michael R. Gambrell dated September 18, 2008.	8-K	10.2	11/13/2008
			(f)	Director Offer Letter to David S. Taylor dated August 25, 2010.	8-K	10.2	11/17/2010
			(g)	Form of TAI Director Cash Incentive Award Agreement, dated as of February 26, 2009 between TAI and each of the Registrant’s independent directors.	8-K	10.4	02/24/2009

98

					Incorporated By Reference
Exhibit							Filing	Filed
Number				Exhibit Description	Form	Exhibit	Date	Herewith
	10	.24	(a)	Amended and Restated TRW Automotive Holdings Corp. 2003 Stock Incentive Plan.	DEF 14A	APPENDIX A	04/03/2009
			(b)	First Amendment to Amended & Restated TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, dated as of February 18, 2009.	10-Q	10.2	05/06/2009
			(c)	Form of General Non-Qualified Stock Option Agreement.	TAI S-4	10.21	07/01/2003
			(d)	Form of Chief Executive Officer Non-Qualified Stock Option Agreement.	8-K	10.1	02/25/2005
			(e)	Form of Executive Officer Non-Qualified Stock Option Agreement.	8-K	10.2	02/25/2005
			(f)	Form of General Restricted Stock Unit Agreement				X
			(g)	Form of Chief Executive Officer Restricted Stock Unit Agreement.	8-K	10.3	02/25/2005
			(h)	Form of Executive Officer Restricted Stock Unit Agreement.	8-K	10.4	02/25/2005
			(i)	Form of Director Restricted Stock Unit Agreement.	8-K	10.5	02/25/2005
			(j)	Form of Chief Executive Officer Stock-Settled Stock Appreciation Rights Agreement	8-K	10.3	02/26/2010
			(k)	Form of Executive Officer Stock-Settled Stock Appreciation Rights Agreement	8-K	10.2	02/26/2010
			(l)	Form of General Stock-Settled Stock Appreciation Rights Agreement				X
	14	.1		TRW Standards of Conduct	8-K	14.1	08/13/2010
	21	.1		List of Subsidiaries				X
	23	.1		Consent of Ernst & Young LLP				X
	31		(a)	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.				X
			(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 2002.				X
	32			Certification Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002				X
	101	.INS*		XBRL Instance Document
	101	.SCH*		XBRL Taxonomy Extension Schema Document
	101	.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
	101	.LAB*		XBRL Taxonomy Extension Label Linkbase Document

99

				Incorporated By Reference
Exhibit						Filing	Filed
Number			Exhibit Description	Form	Exhibit	Date	Herewith
	101	.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
	101	.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Submitted electronically with this Report. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files included as Exhibits 101 hereto (i) shall not be deemed “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, (ii) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and (iii) otherwise are not subject to liability under those sections.

100

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRW Automotive Holdings Corp.

(Registrant)

By:  /s/  Joseph S. Cantie

Joseph S. Cantie

Executive Vice President and Chief Financial Officer

(On behalf of the Registrant and as Principal
Financial Officer)

Date: February 17, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 17, 2011 by the following persons on behalf of the registrant and in the capacities indicated.

Signature	Title
/s/  JOHN C. PLANT John C. Plant	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/s/  JOSEPH S. CANTIE Joseph S. Cantie	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  TAMMY S. MITCHELL Tammy S. Mitchell	Controller (Principal Accounting Officer)
/s/  NEIL P. SIMPKINS Neil P. Simpkins	Lead Director
/s/  JAMES F. ALBAUGH James F. Albaugh	Director
/s/  FRANCOIS J. CASTAING Francois J. Castaing	Director
/s/  ROBERT L. FRIEDMAN Robert L. Friedman	Director
/s/  MICHAEL R. GAMBRELL Michael R. Gambrell	Director
/s/  J. MICHAEL LOSH J. Michael Losh	Director
/s/  JODY G. MILLER Jody G. Miller	Director
/s/  PAUL H. O’NEILL Paul H. O’Neill	Director
/s/  DAVID S. TAYLOR David S. Taylor	Director

101

EX-10.13.D

Exhibit 10.13(d)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

(Steven Lunn)

FOURTH AMENDMENT dated as of 30^th November, 2010 (“this Amendment”) to the Employment Agreement dated February 28, 2003, as amended (“the Agreement”) by and between TRW Automotive Inc. (“Company”), TRW Limited (“Limited”) and Steven Lunn (“Executive”).

WHEREAS, in order to (i) reflect the closure of the U.K Pension Scheme and Lucas Funded Executive Pension Scheme No. 4 and (i) allow Executive to participate in a new employer-financed retirement benefit plan (described below), Executive, the Company, and Limited desire to amend the Agreement as set forth below.

In consideration of the premises and mutual covenants herein and for for other good and valuable consideration, the parties agree as follows:

1.	Defined Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Agreement.
2.	Amendment to Section 5 of the Agreement. The Agreement shall be amended to revise Section 5 as follows:
	“5. Employee Benefits.

a. General. During the Employment Term, Executive shall be entitled to participate in Limited’s employee benefit plans provided to employees in the United Kingdom (the “U.K.”) (including medical, disability, life insurance and accidental death and dismemberment, but not including severance, bonus, and incentive plans) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are provided to other senior executives of Limited or the Company (other than the CEO) in the U.K., which currently include the Employee Benefits listed on Schedule 5A annexed hereto.

b. Retirement Plan.

(i) In addition, the Executive may participate in an employer-financed retirement benefit plan, as amended or replaced from time to time (“the Retirement Plan”), subject to the rules of the Retirement Plan and the rules, guidance and other requirements of HM Revenue & Customs as amended from time to time. The terms and conditions of the Retirement Plan, including, but not limited to, Executive’s

1

participation and the time, manner, and form of contributions made into the Retirement Plan on Executive’s behalf, if any, shall at all times be subject to the sole and absolute discretion of the Company and Limited.

The Company and/ or Limited shall be entitled to discontinue, vary or replace the Retirement Plan at any time. Any contributions made into the Retirement Plan, including the time, manner, and form thereof, shall not confer any right on Executive to receive any contributions at any time, or in the same manner or form, in the future. For the avoidance of doubt, no contributions will be payable to the Retirement Plan on Executive’s behalf after Executive is under notice of termination or has resigned (howsoever arising).

(ii) Executive acknowledges and agrees that he shall be fully responsible for the payment of any tax and employee’s national insurance contributions attributable to the contributions made into the Retirement Plan. Executive hereby agrees to indemnify the Company and Limited (and any Group Company) on a continuing basis immediately on demand against all such liabilities, and, for the avoidance of doubt, against any inheritance tax suffered by the trustee of the trust used for the purpose of operating the Retirement Plan: (A) which is attributable to any contribution made into such Retirement Plan or to any payment or other distribution out of such trust from any such contribution or property representing the same from time to time; and (B) in respect of which, the Company is liable to make a payment to the trustee to hold it harmless against such inheritance tax, or would be so liable, but for the trustee being able to pay such inheritance tax from the funds it holds within the trust, including in all cases, any interest, penalties, reasonable costs and expenses incurred. For purposes hereof, “Group Company” means any company wherever registered or incorporated which is at the applicable time a subsidiary, affiliate, or a holding company of the Company or Limited or a subsidiary of any such company.”

3.

Amendments to Section 7(c) and 7(d) of the Agreement. The Agreement shall be amended to add the following sentence to the end of Sections 7(c)(iii) and 7(d)(iii):

For the avoidance of doubt, the additional two-year period of service credited under the Supplemental Retirement Benefit and the Executive Scheme Addition in subsections (E) and (F) hereof shall continue to be available to Executive under the circumstances described herein notwithstanding the closure of the U.K Pension Scheme and Lucas Funded Executive Pension Scheme No. 4 and shall be computed based on the terms of such Schemes in effect on September 30, 2009, as if they had continued in effect and Executive continued to earn a benefit thereunder.

2

4.	No Other Amendments; Effectiveness. Except as set forth in this Amendment, the Agreement is ratified and confirmed in all respects. This Amendment shall be effective as of the date hereof.
5.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to conflicts of laws principles thereof.
6.	Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS whereof the parties have duly executed this Amendment as of the day and year first above written.

Executed and delivered as a deed

By Steve Lunn	/s/ Steve Lunn
Signed by Neil E. Marchuk	/s/ Neil E. Marchuk
On behalf of TRW Automotive Inc
Signed by Peter Rapin	/s/ Peter R. Rapin
On behalf of TRW Limited

3

EX-10.13.G

Exhibit 10.13(g)

DECLARATION OF TRUST

THE TRW RETIREMENT BENEFIT PLAN

THIS DECLARATION OF TRUST is made the 1 day of November 2010

BETWEEN

(1) TRW Automotive Inc. whose registered office is situated at 12001 Tech Centre Drive, Livonia, Michigan 48150, United States of America (hereinafter called “the Company”) of the one part; and

(2) Barclays Wealth Trustees (Guernsey) Limited whose registered office is situated at Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 3ST, (hereinafter called “the Original Trustee”) of the other part.

WHEREAS

(A) The Company has determined to establish under an irrevocable trust with effect from the date first before written, a retirement benefits scheme to be known as The TRW Retirement Benefit Plan (the “Plan”) for the benefit of the employees and former employees of the Company and its subsidiaries and members of their families.

(B) All benefits provided under the Plan will be administered by the Trustees in accordance with this Declaration of Trust.

(C) The Company has requested the Original Trustee to act as the first trustee of the Plan and the Original Trustee has consented so to act. Accordingly the Company has paid the sum of £100 to the Original Trustee to hold upon this trust.

NOW THEREFORE IT IS HEREBY DECLARED as follows:-

PART 1 — ESTABLISHMENT OF THE PLAN

1. Interpretation

The words and expressions used in this Declaration of Trust shall unless the context otherwise requires bear the respective meanings given to them in Part 3 of the Plan.

2.	Objects and constitution of the plan and the Plan Fund
2.1	The Plan shall be governed by this Declaration of Trust and the provisions set out herein.
2.2	The Plan Fund shall be vested in the Trustees to be held by them upon trust to apply it in or towards providing Retirement Benefits to Employees and former Employees of the Employing Companies in accordance with the provisions of this Declaration of Trust.
2.3	Subject always to Clause 18 of Part 1 below, the Trustee shall hold the Plan Fund and the income thereof upon such trusts whatsoever with and subject to such powers and provisions whatsoever and by whomsoever exercisable in favour or for the benefit of all or any one or more of the Beneficiaries as the Trustee may by instrument revocable during the Trust Period or irrevocable and executed at any time or times during the Trust Period in its absolute discretion appoint.
2.4	Notwithstanding any other provision of this Declaration of Trust, should there be any change in tax legislation or Her Majesty’s Revenue & Customs practice which adversely effects the tax treatment of either the Company, the UK Company or any Beneficiary then all parties to this Declaration of Trust hereby agree that this Declaration of Trust may be revoked by agreement of all parties to the Declaration of Trust and in the case of such revocation the Plan Fund and the income thereof, shall, notwithstanding any provision of Part 2 of this Declaration of Trust, be held by the Trustees on trust to distribute the same (within the period of six months following such revocation) between such one or more of the Beneficiaries and in such proportions as the Trustee shall in its absolute discretion determine subject to any tax withholdings required by law.

3. Funding

It is intended that the moneys necessary for the purposes of the Plan may be provided (but under no obligation to do so) by contributions to be made by the Company (or such other person or persons as nominated by the Company) in respect of the employees and former employees and members of their families and that such contributions together with the income arising therefrom shall be available for the purposes of the Plan.

4. Trusts of income and capital during the Trust Period

4.1 Subject always to any provision in Part 2 of this Declaration of Trust (and subject always to Clause 18 of Part 1 below) the Trustee shall during the Trust Period hold the Plan Fund and the income thereof as follows:

4.1.1 the Trustee shall have the power to pay or apply all or any part of parts of the income of the Plan Fund to or for the benefit of all or any one or more Beneficiaries in such shares and in such manner generally as the Trustee may in its absolute discretion think fit;

4.1.2 any income which is not paid or applied as aforesaid shall be accumulated so as to become part of the capital of the Plan Fund;

4.1.3 the Trustee shall so far as possible keep the income separate from the capital of the Plan Fund and for the avoidance of doubt keep any accumulated income separate from the capital (but the Trustee shall not be required to keep income from capital consisting of accumulated income separate from such capital); and

4.1.4 the Trustee shall also so far as possible pay all expenses (other than expenses consisting of the acquisition or improvement of trust property) of an income or capital nature out of the income and shall keep a record of all such payments.

4.2 Subject always to any provision in Part 2 of this Declaration of Trust (and subject always to Clause 18 of Part 1 below) the Trustee shall have power to pay or apply all or any part or parts of the capital of the Plan Fund to or for the benefit of all or any one or more of the Beneficiaries in such shares and in such manner generally as the Trustee may in its absolute discretion think fit.

5. Ultimate default trust

Subject to and in default of the foregoing trusts powers and provisions the Trustee shall hold the Plan Fund and the income thereof upon trust for such Charity or Charities and in such shares if more than one as the Trustee may before the end of the Trust Period determine and in default of such determination upon trust for charitable purposes generally.

6. Segregation of the Plan Fund

Notwithstanding the foregoing provisions of this Trust the Trustees shall hold all sums contributed by a particular company (together with the property and monies from time to time representing the same and the income thereof) separate from all sums contributed by any other company.

7. Administration vested in the Trustees

7.1 Administration vested in Trustees The administration and management of the Plan and the Plan Fund shall be vested in the Trustees.

7.2 Costs and Expenses — Establishment All costs and expenses of instituting and establishing the Plan shall be borne by the Company.

7.3 Cost and Expenses — Administration All costs and expenses of managing and administering the Plan shall unless otherwise agreed by the Trustees and the Company shall be borne by the Trustees and shall be paid out of the Plan Fund.

8. Appointment and removal of Trustees

8.1 Appointment of new and additional Trustees The power to appoint new and additional trustees of this Trust shall be vested in the UK Company. No new or additional trustee shall be appointed unless such trustee agrees to be bound by the provisions of this Declaration of Trust as if it were named as a party to this Declaration of Trust.

8.2 Retirement of Trustees The Trustee (from time to time) may at any time retire by giving not less than thirty days’ notice in writing to the Company that they wish to retire from the trusts of this Trust (and so that if after such retirement there shall be no continuing Trustee the Trustee shall at the same time as such retirement is effected appoint a new Trustee or Trustees in their place) PROVIDED THAT no Trustee shall be personally liable for acting as a Trustee after the date upon which he has retired but prior to actual receipt of notice by him of such retirement and he shall continue to be entitled to remuneration and the indemnity contained in this Declaration of Trust conferred on the Trustees until all trust assets have been transferred to the new or continuing Trustees.

8.3 Appointment of corporate body The Trustees may be constituted by a sole corporate body (whether or not that body is a trust corporation).

8.4 Number of Trustees The number of Trustees shall be no fewer than five unless a corporate body is appointed as a sole Trustee of the Plan.

8.5 Offshore Trustees A person may not be appointed as Trustee unless that person is not resident in the United Kingdom and PROVIDED THAT at no time shall a Member be a Trustee.

9. Exclusion of liability

9.1 No Trustee shall be liable for any loss or damage which may happen to the Plan Fund or the income thereof arising from any improper investment or purchase made by him, or any agent employed by him, in good faith or for the negligence or fraud of any agent employed by him or by any other trustee of the Trust although his employment was not strictly necessary or expedient or by reason of any mistake or omission made in good faith by any trustee of the Trust or of any other matter or things except fraud wilful misconduct or negligence on the part of the Trustee who is sought to be made liable.

9.2 Subject always to Clause 9.1, following a transfer pursuant to the terms of this Trust to any person of the whole or any part of the Plan Fund, the Trustees shall be discharged from any further liability that may arise in relation to any event that occurs after such transfer has occurred in respect of that part of the Plan Fund that has been transferred. For the

avoidance of doubt the Trustees will not be discharged from any liability under this Clause 9.2 which arises in respect of an event which occurred prior to the transfer of any part of the Plan Fund but in respect of which the liability on the part of the Plan Fund so transferred crystallises or accrues after such transfer has occurred.

9.3 The Trustees shall not incur any liability whatsoever arising from:

9.3.1	anything done or omitted in conformity with any advice given or purporting to have been given by any adviser or manager appointed or employed by the Trustees in connection with the Trust or the delegation to any such adviser or manager of all or any of the Trustees’ powers and discretions; or
9.3.2	the Trustees having made investments or otherwise in any manner whatsoever having acted in accordance with recommendations of the Company.

9.4 Every discretion or power (including any power of appointment or power of revocation) conferred on the Trustees by this Declaration of Trust or by law shall be an absolute and uncontrolled discretion or power and no Trustee hereof shall be obliged to give any person beneficially interested hereunder any reason or justification for nor be held liable for any loss or damage accruing as a result of his concurring or refusing or failing to concur in any exercise of any such discretion or power.

10. Corporate Trustee

10.1 Any Trustee who shall be a company shall be entitled to act as a Trustee on its usual terms and conditions in force from time to time including (in addition to reimbursement of such company’s proper expenses costs and other liabilities) the right to remuneration and the incidence thereof and in addition such company or person connected with such company being a banker broker investment adviser or engaged in any other profession business or trade may without accounting for any resultant profit act in such capacity and perform any service on behalf of the Trust and on the same terms as with a customer.

10.2 Any Trustee or person connected with a Trustee who shall be a solicitor advocate attorney or accountant or engaged in any other professional business or trade shall be entitled to charge be reimbursed and be paid out of the Plan Fund his usual professional or other

charges for work or business done or transacted or time expended by him or his firm or any employee or partner of his in the execution of or otherwise in relation to the Trust including acts which a Trustee not being in that or any profession business or trade could have done.

10.3 Nothing in this trust shall prevent any Trustee or any person connected with a Trustee from contracting or entering into any financial banking or other transaction with the Trustees or any company or body any of whose shares or securities form part of the Plan Fund or from being interested in any such contract or transaction and the Trustees shall not be liable to account to any person interested under the Trust for any profit or benefit made or derived by the Trustees thereby or in connection therewith.

11. Trustee Indemnity

The Company HEREBY COVENANTS that it will at all times keep the Trustees and each of them saved harmless and indemnified against any costs expenses or liabilities whatsoever (except any Trust Tax Liability which the Trustee is responsible for solely by virtue of acting as Trustee of the Trust and only to the extent that such liability is capable of being discharged at the expense of the Plan Fund) to which they shall as trustees hereof be or become liable by virtue of any act omission event or thing whatsoever (including without prejudice to the generality of the foregoing the preparation of this Declaration of Trust) unless such costs expenses or liabilities shall be attributable to fraud or wilful misconduct or negligence on the part of the Trustee whom or which it is sought to make liable.

12. Exclusion of the Company

No provision of this Trust shall operate and no discretion or power conferred upon the Trustees or any other person under this Trust or by law shall be capable of being exercised in such manner as shall cause any part of the capital or income of the Plan Fund to be distributed or lent to paid or applied to or for the benefit of (whether directly or indirectly in any circumstances whatsoever) the Employing Companies or any other person who has added property to the Plan Fund.

13. General Trustee powers for carrying out the purposes of the Plan

13.1

The Trustees are hereby granted all such powers and discretions as they may require to carry out the purposes of the Plan.

13.2

No discretion of or exercise of a duty, power or discretion by the Trustee or any delegate of the Trustee shall be invalidated or questioned on the grounds that any Trustee for the time being of the Plan (or where a corporate trustee has been appointed as Trustee, any director or officer thereof) has a direct or other personal interest in the manner or result of such decision or of exercising such duty, power or discretion.

14.	Investment
14.1	Consent The Trustee is not obliged to consult with the Company in respect of any investments that it proposes to make.
14.2	General investment powers The whole or any part of the Plan Fund may be placed on current or deposit account with a bank or building society in the names of the Trustees or any Nominees or custodians and subject thereto and to the provisions of Clause 14.3 of Part 1 shall be invested or applied in the name or under the legal control of the Trustees in any form of investment which the Trustees could make if they were absolutely and beneficially entitled to it or in any form of investment which would be unavailable other than as a trustee of a retirement benefits scheme or only available to them on less favourable terms and may from time to time vary and transpose such investments as they think fit
14.3	Special investment powers Subject to the provisions of Clause 14.4 of Part 1 without prejudice to the generality of the above the Trustees or the Nominees may:

14.3.1	Nature of investment make investments and applications whether or not they produce income and whether or not they are authorised by law for the investment of trust moneys
14.3.2	Deposits make deposits at interest with any bank or building society joint stock company or mutual or other society or body of repute and standing, which carries on the business of banking or insurance or bill discounting

14.3.3	Stocks trust funds etc apply or invest trust moneys in the acquisition by purchase subscription or otherwise of such stocks trust funds shares securities mortgages or other investments of property rights and interests (real or personal) of whatsoever nature and wheresoever situate (including shares or units of any investment trust unit trust or common investment trust fund or other company association or body designed to provide a spread of investments whether or not it is managed or administered by one of the Trustees)
14.3.4	Underwriting underwrite sub-underwrite or guarantee the subscription of any stocks trust funds shares securities or other investments
14.3.5	Development apply the moneys or other assets of the Plan Fund by way of participation in any investment (whether income producing or not) or in the acquisition and development of any interest in land or property jointly with any party or parties whether the interest of the Trustees so acquired is that of partners or of trustees holding the same upon trust for sale or otherwise notwithstanding that the interest so acquired in any such investment or venture may be a minority interest
14.3.6	Loans Subject to Clause 14.4 of Part 1 make secured or unsecured loans to persons or bodies corporate on such terms as the Trustees may determine
14.3.7	Capital profit apply trust moneys in or towards the acquisition of any article or commodity which the Trustees believe is likely to realise capital profit
14.3.8	Loans to Trustees lend (with or without security) to any body corporate which is for the time being a Trustee of the Plan Fund and whose business comprises the business of banking without such Trustee being liable to account for any profits made in respect thereof
14.3.9	Joint Investment the Trustees may join with the trustees of any other scheme for the provision of Retirement Benefits:

  14.3.9.1 in participating in any investment of any description hereinbefore set out and the Trustees may hold or be entitled to such share of any co-mixed or co-mingled investments as they agree with the trustees of any such other scheme; or

14.3.9.2 in appointing a nominee to hold investments or engage in other transactions and in order to do so may delegate and authorise the sub-delegation of their powers of control over the investment of the Plan Fund set out in this Clause 14.3.9.2 of Part 1.

14.4	Loans to Member etc The Trustees shall not knowingly invest or apply any part of the Plan Fund by way of loan to any Member or other person having a contingent interest under the terms of the Plan by virtue of any Member.
14.5	Proscribed Investments The Trustees shall not knowingly invest more than 5% of the Plan Fund in shares of the Company or of a Trustee or any company connected therewith and other than in accordance with Clause 14.3.8 of Part 1 shall not lend to any such company any part of the Plan Fund; nor shall the Trustees knowingly invest any part of the Plan Fund in any company connected with any Member or connected with any other individual having a contingent interest under the terms of the Plan by virtue of any Member. Notwithstanding the foregoing, the Trustees shall be permitted to acquire or dispose of units in a regulated or unregulated collective investment scheme, such as a mutual trust fund or unit trust, either operated or advised by a company connected with the Company.
14.6	Dividends The Trustee shall, unless otherwise agreed by the UK Company, waive all rights to receive dividends payable in respect of any shares that it holds in the Company or any Employing Company .
14.7	Definitions For the purposes of Clause 14.5 of Part 1 a company is connected with a Member or another individual if the Member either on his own or together with the Member’s spouse or children can exercise the majority of the votes attaching to the ordinary share capital of that company and “ordinary share capital” shall have the same meaning as in section 832(1) Income and Corporation Taxes Act 1988.
15.	Power to effect insurance policies
15.1	Provision of benefits The Trustees may in their own name or that of any Nominees effect deferred or immediate annuity policies life assurance policies retirement endowment or sinking fund contracts or policies or make other suitable arrangements with any one or

more insurance company society or institution for the provision of the pensions or other benefits for which this Plan provides

15.2 Power to Insure the Plan Fund

15.2.1

Insure assets The Trustees shall have power to insure or procure the insurance of any such assets of the Plan Fund as they think appropriate against such risks and for such amounts as the Trustees shall in their absolute discretion determine (whether as owners of any interest in such assets or as occupier or otherwise) and may apply such part of the Plan Fund as is appropriate in effecting or maintaining such insurance

15.2.2

Proceeds The proceeds of any such insurance shall be held by the Trustees on trusts of the Plan

15.3	Dealings with contracts The Trustees shall be entitled to deal with any such policies or contracts by way of surrender exchange mortgage or otherwise or make such other arrangements in connection therewith as they shall think fit and no insurance company or other society company or institution as aforesaid shall in any case be concerned to enquire as to the object of such dealing or arrangement
15.4	Power to effect indemnity insurance The Trustees may at any time effect and maintain such professional indemnity insurance or other types of insurance as they think appropriate in the course of administering the Plan or protecting the Plan Fund and all premiums due in respect of such insurance will be payable by the Trustees
15.5	Power to contract The Trustees may at any time enter into a contract with any Employing Company whereby in return for a contribution to the Plan Fund the Trustees agree to pay the Employing Company an amount equivalent to all or any specified amount of any Employer Social Security Liability that may from time to time arise

16. Borrowing powers

16.1	Borrowing The Trustees or with their prior written consent the Investment Manager shall have power to borrow any moneys from time to time and may also charge part of the Plan Fund with the due repayment and payment of interest on any moneys so borrowed
16.2	Borrowed money part of Plan Fund All moneys so borrowed or raised shall be treated in all respects as forming part of the Plan Fund
16.3	Purposes of borrowing The Trustees or the Investment Manager with their consent may apply the moneys so raised in any manner which they in their absolute discretion think fit for the purposes of the Plan and in particular without prejudice to the generality of the above may exercise this power for the purpose of making additional investments to be held as part of the Plan Fund for the purposes of the Plan
17. Minority or incapacity of recipient If a person entitled to benefit under the Plan is a minor or is in the opinion of the Trustees suffering from any physical or other incapacity rendering him or her unable to manage his or her affairs or to give a proper receipt the Trustees may at their discretion pay or direct the payment of such benefit to any one or more dependants of such person or to any bank or institution or other person or persons to be applied for his or her benefit and payment duly made in good faith to any such dependant bank or institution or other person or persons shall operate as a complete discharge to the Trustees or company or body making payment for the money so paid.
18.	Limitation on payments to participators
(a)	The purpose of this Clause 18 is to ensure that Section 13 of the Inheritance Tax Act 1984 applies in any case where a close company makes a disposition of property which becomes comprised in the Plan Fund and the disposition would be a transfer of value for inheritance tax purposes but for Section 13 of the Inheritance Tax Act 1984.
(b)	Expressions used in this Clause 18 shall have the same meanings as they have for the purposes of Section 13 of the Inheritance Tax Act 1984.
(c)	Subject only to subclause (e) below, the property (including property representing the same and any part(s) thereof) and the income thereof shall not be applicable at any time

for the benefit of any person falling within subclause (d) below (being a person who falls within Section 13(2) of the Inheritance Tax Act 1984 having regard to Section 13(3) of the Inheritance Tax Act 1984).

(d) A person falls within this subclause if :

(i)	he is a Participator in the close company; or
(ii)	he is a Participator in any close company that has made a disposition of property which became comprised in the Plan Fund and the disposition would have been a transfer of value but for Section 13 of the Inheritance Tax Act 1984; or
(iii)	he has been a Participator in any such close company as is mentioned in paragraphs (i) or (ii) above at any time after, or during the 10 years before, the disposition made by that company; or
(iv)	he is connected with any person within paragraphs (i), (ii) or (iii) above.

And a person is a “Participator” in a close company if he is a participator who is beneficially entitled to, or to rights entitling him to acquire, 5 per cent or more of, or any class of the shares comprised in, its issued share capital, or if he is a participator who on a winding-up of the company would be entitled to 5 per cent or more of its assets.

(e)	The provisions of this Clause 18 shall not apply to prevent the exercise of a power to make a payment which is the income of any person for any of the purposes of income tax, or would be the income for any of those purposes of a person not resident in the United Kingdom if he were so resident.
19.	Tax and Social Security
19.1	Income tax and social security Subject always to Clause 19.2 if any Employing Company or the Trustees are liable for any tax or other fiscal impositions in any jurisdiction (including, but not limited to, any income tax and/or employee’s social

security liability whether enforceable against the Trustees or not) upon any payment or in respect of any part of the Plan Fund in respect of which the Trustees are to make payment under this Plan the Trustees may deduct from such payment an amount equal to such liability and retain the amount deducted in order that the Trustee may pay an amount equal to the liability to the relevant Employing Company to hold upon trust to pay the same to the appropriate authorities or the Trustee may meet that liability directly with the appropriate authority for and on behalf of the Employing Company. Where an Employing Company may have such a liability but it has not yet been established the Trustees may defer making all or part of the payment until it is established whether the liability exists or not and if it does to what extent.

19.2 Employer social security

19.2.1	The Trustee promises to give the Company or the relevant Employing Company full details of any proposed payment or other provision of Retirement Benefits by the Trustee or otherwise out of the Trust which will or may give rise to a Relevant Employer Social Security Liability in advance of such payment or provision.
19.2.2	Where an Employer Social Security Liability arises on a payment from the Plan Fund the Trustee shall not make any deduction for the amount of such Relevant Employer Social Security Liability (in accordance with Clause 19.1) from the payment.

19.3	Trust Tax Liability In the event that the Trustee is liable to pay any Trust Tax Liability the Trustee may use part of the Plan Fund to meet that liability.
20.	Trustee’s duties
20.1	The Trustees shall make such reports or returns as may be required by law by any taxation authority.

20.1.1 Records of benefit entitlement The Trustees shall keep or cause to be kept a record of all persons entitled or persons who in their opinion may become entitled to benefit under the Plan and all debts withdrawals or other matters necessary to be recorded for the proper administration and management of the Plan and the Plan Fund

20.1.2 Records to be kept The Trustees shall keep or cause to be kept records to show all dealings with the Plan Fund by them or by their authority and shall subject the Plan to such actuarial investigation and report and to such investigation by an auditor as are necessary to comply with any statutory requirement in that regard applicable to the Plan. The Trustees shall in any event whether or not statutorily required so to do provide any Member or any Beneficiary in receipt of benefits under the Plan with a written statement of the value of the Plan Fund at least once every twelve months

20.2	The Trustees shall notify the Employing Company of the value and form of any benefits provided in accordance with the terms of the Plan within five working days of the date that any benefits are provided.
21.	Disputes
21.1	Disputes and other questions arising

21.1.1	Benefits and entitlements The Trustees shall (so far as the law allows) have full power conclusively to determine whether or not any person is entitled to any benefits under the Plan and the amount of any such benefit
21.1.2	Matters of doubt The Trustees may conclusively determine all questions and matters of doubt arising as far as the law allows under or in connection with the Plan and the Plan Fund
21.1.3	Settling disputes The Trustees have power to settle compromise or submit to arbitration any claims matters or things relating in any way to the Plan or the Plan Fund or relating to any rights of any Member

22.	Delegation and Fees
22.1	Delegation

22.1.1 Trustees power to delegate Without prejudice to all powers conferred on trustees whether by statute or the general law the Trustees may at any time or from time to time delegate (by power of attorney or otherwise) to any person or

fluctuating body of persons (whether or not that person or one of those persons is one of the Trustees) all or any of the powers and duties and discretions vested in them by this Plan PROVIDED THAT:

22.1.1.1	no powers relating to the winding-up of the Plan shall be delegated under this Clause 22.1;
22.1.1.2	no powers or discretions shall be delegated or sub-delegated to any Member of the Plan;
22.1.1.3	no powers or discretions shall be delegated or sub-delegated to any person if such delegation or sub-delegation would or may cause the trust to cease to satisfy the requirements of Section 86 IHTA 1984; and
22.1.1.4	the exercise of discretionary trusts and powers in relation to the Plan Fund which require or empower the determination of a beneficial interest in the Trust may not be delegated by the Trustees.

22.1.2 Terms of delegation The terms and conditions on which the Trustees delegate may be such as the Trustees think fit (including the power to sub-delegate) and the Trustees shall not be bound to supervise the proceedings of the delegate or the sub-delegate (as the case may be) and subject to the terms of any agreement entered into in any particular case the Trustees may revoke withdraw alter or vary such delegation or sub-delegation at any time and without notice

22.2

Operation of bank account The Trustees may from time to time in writing authorise such persons as they shall think fit to draw cheques on any banking account or to endorse cheques or to give receipts and discharges for any moneys or other property payable transferable or deliverable to the Trustees and every such receipt or discharge shall be as valid and effectual as if they were given by the Trustees

22.3

Appointment of Investment Manager The Trustees may delegate their powers of making and managing investments and of keeping a register thereof to any person firm or company whom they consider competent for this purpose (to act either alone or jointly with any other person or body) and shall do so if the same is necessary to comply with the

requirements of any applicable legislation (including without limitation the UK Financial Services and Markets Act 2000)

22.4	Nominees The Trustees may permit the Plan Fund (or such part or parts of it as appropriate) to be held in the name of Nominees or jointly in the names of the Trustees and Nominees
22.5	Appointment of advisers The Trustees may appoint obtain and act upon the advice of an actuary and any solicitor accountant and other adviser upon such terms as the Trustees shall think fit
22.6	Protection to person dealing No person dealing with a delegate or agent of the Trustees shall be concerned to enquire whether any power purported to be exercised by the delegate or agent is exercisable or whether the instrument authorising the delegation or appointment of an agent is still in force unless such person has received notice of revocation of the authorisation and in the absence of fraud on the part of such person so dealing shall so far as regards the safety and protection of such person be deemed to be within the powers of the delegate or agent and to be valid and effectual accordingly
22.7	Fees The Trustees may pay out of the Plan Fund to such delegate Investment Manager Nominee or adviser such reasonable fees as the Trustees in their absolute discretion think fit
23.	Amendment of Trust
23.1	The Trustees may at any time alter or add to all or any of the provisions of this Declaration of Trust in any respect whether or not such alteration or addition adversely affects the interest of Beneficiaries PROVIDED THAT no such alteration or addition:

23.1.1	shall affect any vested interest in the Plan Fund or income thereof subsisting prior to such alteration or addition;
23.1.2	may be made which would have the effect of prejudicing the status of this Trust as a trust satisfying the conditions set out in Section 86 of the Inheritance Tax Act 1984;

23.1.3	may be made which would result in the Trust being administered in the United Kingdom; or
23.1.4	may be made to this Clause 23 or Clauses 5, 11, 12 or 18 of Part 1.

23.2	The Trustees shall have power from time to time to release or to any extent to restrict the future exercise of any powers conferred on them by this Trust or by law notwithstanding the fiduciary nature of any such powers.
24.	Evidence of age, etc
24.1	Beneficiary’s Change of Address Every Beneficiary in receipt of a lump sum or an annuity or any other annual payment under the provisions of the Plan and every person claiming to be a Beneficiary shall notify the Trustees of every change of address and provide the Trustees from time to time with such evidence of age identity status and survival and such other information as they require
24.2	Information If any information required by the Trustees in respect of or in any way connected with any Beneficiary is not supplied or is incorrect the Trustees may make such adjustments to any benefit payable to the beneficiary or any person claiming to be a Beneficiary as they in their discretion think fit to ensure that the correct benefits are paid hereunder
25.	Determination of employment

Nothing in this Declaration of Trust shall in any way restrict the right of any of the Company any Employing Company or of its or their duly authorised servant to determine the employment of any Member and no damages shall be recoverable nor any amount claimed to be set-off in respect of any benefit hereunder which a former employee alleges against the Trustees or any of those employers he has lost by reason of the determination of his employment whether such determination was lawful or not

26. Third party rights

Other than in relation to the rights and powers of the UK Company set out in Clause 8.1 of Part 1 and Clause 14.6 of Part 1 any person who is not a party to this instrument shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Declaration of Trust. This Clause 26 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. For the avoidance of doubt the UK Company may enforce its rights pursuant to Clause 8.1 of Part 1 of this Declaration of Trust and Clause 14.6 of Part 1 of this Declaration of Trust pursuant to the Contracts (Rights of Third Parties) Act 1999.

27. Governing Law

This Declaration of Trust shall be governed by and construed in accordance with the laws of England and Wales and both the Company and the Trustees hereby submit to the jurisdiction of the High Court of Justice in England.

28. Change of Governing Law

Notwithstanding anything contained in this Declaration of Trust the Trustee may at any time during the Trust Period declare that the powers and provisions of the Trust shall from the date of such Declaration of Trust take effect in accordance with the law of such other territory as shall be therein specified and as from the date of such Declaration of Trust:

28.1	the law of such other territory shall be the law applicable hereto and the courts in such other territory shall be the forum for the administration hereof but subject to the powers conferred by this Clause 28 and until any further Declaration of Trust is made hereunder; and
28.2	subject always to Clause 23 of Part 1 the Company (with the prior written consent of the Trustees) shall have the power to make such amendments to the terms of this Declaration of Trust as may be reasonably necessary in order to ensure that no provision in this Declaration of Trust becomes illegal void or voidable under the law applicable thereto;

PROVIDED THAT the foregoing power shall not be exercisable in any manner which might directly or indirectly cause this Declaration of Trust under the law applicable thereto to become illegal void or voidable.

29. Irrevocability

This Trust is irrevocable.

30. Execution in counterpart

This Declaration of Trust may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Declaration of Trust but all counterparts put together constitute but one and the same instrument.

PART 2 — ENTITLEMENT

1.	Eligibility for Membership
	Notwithstanding the generality of this Declaration of Trust any Employee or former Employee is eligible to be a “Member” SAVE THAT an Employee or former Employee shall only become a “Member” to the extent that they have a Member Retirement Account in accordance with this Plan.
2.	Agreement with Member
	The Company and the Trustees may require each Member sign an agreement with the Company and the Trustees whereby the Member agrees to comply with the provisions of this Declaration of Trust. Where applicable the agreement shall be in such a form as the Company and the Trustees prescribe.
3.	Information Required

3.1	The Trustees have power at any time to call upon any Member or any Beneficiary or prospective Member or Beneficiary to supply evidence of age or health or other information which they may reasonably deem necessary for the purposes of the Plan.
3.2	The Trustees may withhold payment of benefits due until this information is supplied.

4.	Plan Funding
	The Company or an Employing Company may from time to time make contributions to the Plan Fund but shall be under no obligation to make such contributions.
5.	Accumulation by Trustees
	Subject to Clauses 6 and 7 of this Part 2 of the Declaration of Trust where the Trustees are in receipt of any amount whether paid by the Company an Employing Company or otherwise in respect of which it has been determined that such amount should be appropriated to a Member Retirement Account for the provision of Benefits to a Member at and after the Member’s Relevant Date the Member shall not be entitled to capital gains and income but the Trustees shall accumulate the same until the Relevant Date of the Member concerned and for the purposes of this Part 2 of the Declaration of Trust the “Appropriated Amount” shall be the capital (together with any accretions thereon) and income held by the Trustees in such Member Retirement Account under this Clause 5 at the Relevant Date of the Member concerned.

6. Provision of Benefits

6.1	Benefits at the Relevant Date The benefits payable to or in respect of the Member at the Relevant Date of the Member concerned shall be any Retirement Benefits as the Trustee shall in its absolute discretion determine.
6.2	Annuities and Lump Sums

6.2.1	Annuities At their absolute discretion the Trustees may provide a secured or unsecured annuity for such period (whether fixed or not) as the Trustee at their absolute discretion shall determine.
6.2.2	Lump sums At their absolute discretion the Trustees may provide a lump sum payment.
6.2.3	Provision of Secured Annuities Any annuity may be secured by the purchase of an appropriate policy or annuity contract in the name of a Member (or as the case may be Dependant or Beneficiary) from such insurance company society or institution which is able and willing to provide such policy or annuity contract as the Trustees select. On the policy or annuity contract being purchased the Trustees shall cease to have any liability in respect of the annuity so secured and shall not be under any liability as to the payment or application of the benefits under the policy or contract
6.2.4	Commutation Upon receipt by the Trustees of a written request from a Member before the Relevant Date of the Member concerned indicating that Member’s wish to commute at that date all or any part of the value of an annuity payable under this Clause 6 the Trustees may in their discretion commute all or part of the value of such annuity or annuities for a lump sum and shall pay that lump sum to that Member at the Relevant Date of the Member concerned.

6.3 Limitation of Dependants’ Benefits No amount payable to any Beneficiary who is a minor at the date of death of a Member shall be payable in respect of any period after the date at which the Beneficiary attains majority or (if later) ceases full-time education unless the Beneficiary is the Member’s spouse.

7 Provision of Death Benefits

7.1 Payment to Beneficiaries Notwithstanding any of the preceding provisions of this Part of the Declaration of Trust if it is shown to the satisfaction of the Trustees that a Member has died the Trustees shall hold the Appropriated Amount or such parts thereof as remain in their hands for the benefit of all or such one or more exclusive of the other

	or others of the Beneficiaries upon the trusts declared in Clause 7.2 of this Part of the Declaration of Trust below PROVIDED THAT the Trustees shall not pay any amount into the estate of the deceased Member
7.2	In respect of any amount to be held under this sub-clause and subject always to Clause 7.3 of this Part 2 of the Declaration of Trust:

7.2.1	Limit on Death Benefits the Trustees shall have power at their discretion to pay or apply the whole or any part of that sum to or for the benefit of all or any one or more of the others or other of the Beneficiaries of such deceased Member in such shares and proportions as the Trustees shall in their discretion decide
7.2.2	without prejudice to the generality of the foregoing power the Trustees shall have power to declare in respect of any such sum or any part thereof such trust terms including such provisions for maintenance education or advancement of or accumulation of income during a minority and including such discretionary trusts and powers as the Trustees shall from time to time by deed or deeds revocable or irrevocable appoint and the Trustees shall have power to appoint as trustee of such Plan Fund any two or more persons or a sole corporate body (whether or not that body is a trust corporation) as the Trustees shall in their discretion decide and shall have power in their discretion to remove any of such trustees and appoint any other trustee in place of any trustee so removed
7.2.3	the Trustees may but without being in any way bound to do so have regard to any documents signed by the Member concerned expressing his wishes relating to the disposal of any sum to be held upon the trusts declared in this Clause 7.2 and may issue forms to Members for this purpose

7.3 Member’s Notification Any Member may from time to time notify the Trustees how he would wish the Trustees to exercise their discretion under Clause 7.2 of this Part 2 of the Declaration of Trust but the Trustees shall not be bound in any way thereby.

8 Member Leaving Service

8.1 Leaving Service If before the Normal Retirement Date a Member ceases to be in the Service of the Company or any Employing Company the Trustees shall forthwith on being informed of the same and subject to Clause 8.2 and 8.3 below provide the

	Member with details of the value of the contributions made to this Plan in relation to that Service which shall thereafter be held by the Trustees as part of the Plan Fund.
8.2	Where the Member leaves the Service of the Company and becomes an employee of another Employing Company which becomes the new Company (in accordance with Clause 10 of Part 2) under the Plan Clause 8.1 of Part 1 above shall not apply and the Member shall be treated as if he had continued in the Service of the Company.
8.3	Options available to a Departing Member A Member may at any time on or after receiving details of the Plan Fund request the Trustees either to hold the same towards the provision of the Appropriated Amount in accordance with the provisions of Clauses 5, 6 and 7 of this Part 2 of the Declaration of Trust or request the Trustees to transfer the same in accordance with the provisions of Clause 9 of this Part 2 of the Declaration of Trust and the Trustees may comply at their discretion with his request and if they comply with his request the receipt of the trustees of the new plan shall be a complete discharge to the Trustees and the Plan Fund of all liability in respect of the Member under the Plan and the Trustees shall be under no liability to see to the application of the amount transferred. The Member may also exercise any statutory rights available to him

9	Transfer from the Plan
	If a Member becomes a member of another scheme for the provision of Retirement Benefits the Trustees may at their discretion and with the written consent of the Member and the Company transfer the whole or part of the Member’s Appropriated Amount to that other arrangement (or the trustees or managers of it) for the benefit of the Member. On the transfer being made the Retirement Benefits shall cease to be payable by the Trustees in respect of the amount or amounts so transferred and the receipt of the trustees of the new scheme shall be a complete discharge to the Trustees and the Trustees shall be under no liability to see to the application of the amount transferred
10	New Company
	An Employing Company may with the consent of the Trustees and the Company agree to become the Company. There shall be only one Company at any one time in relation to this Plan.
11	Termination of Plan
	Termination events The Plan shall be wound up on the first to happen of any of the following events:

11.1	Failure of objects if the Trustees are of the opinion that the Plan or its administration cannot conveniently be carried on;
11.2	Payment of Retirement Benefits on the provision by the Trustees of the benefits under Clauses 6 and 7 of this Part 2 of the Declaration of Trust so that either:

11.2.1	no part of any Appropriated Amount remains in the Trustee’s hands; or
11.2.2	all or part of any Appropriated Amount remains in the Trustee’s hands but there are no remaining Beneficiaries to whom the benefits can be paid or provided under Clauses 6 or 7 of this Part 2 of the Declaration of Trust.

11.3	Transfer from the Plan if the Trustees exercise their power to transfer the whole of all the Members’ Appropriated Amounts under Clause 9 of this Part 2 of the Declaration of Trust
11.4	Dissolution or Liquidation of Company if the Company for the time being of the Plan has been dissolved or liquidated and no other Company has been appointed under Clause 10 of this Part 2 of the Declaration of Trust ;
11.5	Final Dissolution Date on attainment of the Final Dissolution Date

12	Winding up
	On the winding up of the Plan the Plan Fund will be applied in accordance with this Declaration of Trust as the Trustees may in their absolute discretion think fit PROVIDED THAT no benefit shall be payable to any Member prior to his attainment of age 55 except on grounds of any Member’s Incapacity
13	Missing Beneficiary
	Cancellation of Entitlement If the Trustees are unable to locate any Beneficiary after making such enquiries as the Trustees consider to be appropriate the Trustees may cancel all the rights of that person to participate under this Plan (whether 6 years have expired from the date when the benefit becomes payable or not). The Trustees shall hold the Plan Fund or any part thereof to which that Beneficiary would have been entitled for the benefit of any individual who is shown to the satisfaction of the Trustees to be a spouse or issue of any such Beneficiary or to be wholly or in part financially dependent upon that person at such times and in such proportions as the Trustees shall in their discretion decide.

14	Notices
	Any notice which under the Plan is required to be given to or served upon the Trustees or upon an Employing Company shall be deemed to be sufficiently given or served if in writing and either delivered by hand or sent to the Trustees or the Employing Company as the case may be by pre-paid first class post under cover addressed:

(a)	in the case of the Trustees to the last known address of the Trustees or (if there are more than one) to the first named trustee and
(b)	in the case of an Employing Company to their registered office for the time being

Any notice to a Member or other person in receipt of a pension or annuity or entitled to any other benefit under the Plan or entitled to receive information by operation of legislation may be given by sending the same through the post in a letter addressed to him at his last known place of abode and any notice so sent shall be deemed to be served on the second day following that on which it is posted. A Member and any annuitant shall give notice in writing to the Trustees of his place of residence at the time he becomes a Member or entitled to an annuity out of the Plan and thereafter shall give immediate notice of any change of residence

PART 3 — DEFINITIONS AND INTERPRETATION

In this Plan unless the context otherwise requires the following expressions have the following meanings respectively:-

(a)	“Appropriated Amount” means the amount defined as such in Clause 5 of Part 2 of this Declaration of Trust;
(b)	“the Beneficiaries” means:

(i)	every Employee and former Employee; and
(ii)	the Members of the Family of every Employee and former Employee;

and “Beneficiary” has a corresponding meaning SAVE THAT:

(i)	for so long as a person is resident in Guernsey for tax purposes that person is hereby excluded from qualification as a Beneficiary under this Trust;
(ii)	for so long as a person is resident in (or a citizen of) the United States of America for tax purposes that person is hereby excluded from qualification as a Beneficiary under this Trust; and
(iii)	in respect of each individual Member, the class of Beneficiaries relating to that Member shall be closed at the date of that Member’s death except that it shall include any persons then conceived who if they had been born before the date of the Member’s death would have fallen within the class of Beneficiaries;

(c)

“Charity” means any trust, company, foundation, institution or other organisation established exclusively for charitable purposes in accordance with Section 506(1) Income and Corporation Taxes Act 1988 notwithstanding that such trust, company, foundation or other organisation may be established and administered under the laws of a jurisdiction other than that of the Proper Law of this Trust;

(d)

“Dependant” means in relation to an Employee or former Employee anyone who is financially dependent upon that individual including anyone who shares living expenses with or receives financial support from the individual and whose standard of living would be adversely affected by the loss of the individual’s contribution or support. The decision of the Trustee as to whether someone is a Dependant shall be final;

(e)	“Employee” means an individual employed by an Employing Company carrying on a trade, profession or undertaking (including an individual employed as office holder);
(f)	“Employer Social Security Liability” means a liability of any Employing Company to pay social security (including, but not limited to secondary Class 1 and Class 1A National Insurance Contributions) in respect of any Employee or former Employee of an Employing Company;
(g)	“Employing Company” means the Company, the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company (where “subsidiary” and “holding company” shall have the meaning attributed by the Companies Act 2006);
(h)	"Final Dissolution Date” means the day immediately preceding the end of the Trust Period;
(i)	“Incapacity” means such physical or mental deterioration which is bad enough to prevent the Member from following his normal employment or which seriously impairs his earning capacity;
(j)	“Investment Manager” means an investment manager appointed by the Trustee in accordance with this Declaration of Trust;
(k)	“Member” means any Employee or former Employee for whom the Trustee holds part of the Plan Fund as a Member Retirement Account in accordance with the terms of the Plan;
(l)	“Members of the Family” means, in respect to an Employee or former Employee, his or her:

(i)	spouse;
(ii)	civil partner;
(iii)	widow or widower;
(iv)	brothers and sisters;
(v)	children stepchildren grandchildren and remoter issue;
(vi)	parents and grandparents;
(vii)	aunts uncles nephews and nieces and all other children stepchildren grandchildren and remoter issue of his or her grandparents; and
(viii)	Dependants;

(m)	“Member Retirement Account” in relation to a Member means the amount(s) appropriated to that Member in accordance with Clause 5 of Part 2 of this Declaration of Trust, including accretions thereto and income thereon and which shall be notionally allocated to a separate account within the Plan Fund in order that its value for the purposes of the Plan can be readily ascertained.
(n)	“Nominee” means any nominee or nominees as the Trustee shall direct;
(o)	“Normal Retirement Date” means in relation to a Member the date of attainment of age 55 or such other age where provided under the statute of the country of residence of an Employing Company;
(p)	“Pension” means a pension falling within the meaning of Section 574 of the Income Tax (Earnings and Pensions) Act 2003;
(q)	“Plan” means the retirement benefits scheme established by this Declaration of Trust;
(r)	“the Plan Fund” means the said sum of £100, all property at any time added thereto by way of further settlement, accumulation of income lawfully made, capital accretion or otherwise and all property from time to time representing such money, property accumulation and accretions;
(s)	“Relevant Date” shall, in relation to a Member, mean the date on which the Trustee receives notice in writing from that Member informing the Trustee of the Member’s wish for benefits to be paid following the earlier of:

(i)	the Normal Retirement Date;
(ii)	the date on which the Member retires (at any age) by reason of Incapacity;
(iii)	the date on which the Member dies;

	PROVIDED THAT the Relevant Date shall not be later than the date on which the Member attains the age of seventy-five (75);
(t)	“Relevant Employer Social Security Liability” means any Employer Social Security Liability incurred by any Employing Company arising in connection with any amounts paid or otherwise provided by the Employing Company (in making any contribution to the Plan Fund) or by the Trustee or otherwise provided out of the Trust;

(u)	“Retirement Benefits” means any means any Pension or lump sum, gratuity or other benefit falling within Section 393B Income Tax (Earnings and Pensions) Act 2003 provided under the terms of the Plan;
(v)	“Service” means the performance of employment duties under a contract of employment made between a Member and an Employing Company;
(w)	“the Trustees” means the Original Trustees or other trustees or trustee for the time being of the Trust;
(x)	“the Trust Period” means the shorter of the period of one hundred and twenty five (125) years beginning with the date of this Declaration of Trust (which number of years shall be the perpetuity period applicable hereto) and the period so beginning and ending on such date as the Trustee shall by instrument specify (not being a date earlier than the date of execution of such instrument);
(y)	“the Trust” means the trust constituted by this Declaration of Trust;
(z)	“Trust Tax Liability” means a liability on the part of the Trustee to account for Inheritance Tax arising under section 64 Inheritance Tax Act 1984 or section 65 Inheritance Tax Act 1984;
(aa)	“UK Company” means TRW Limited (Company Number 00872948) whose registered office is at Stratford Road, Solihull, B90 4AX
(bb)	for the purposes of this Declaration of Trust, section 286 Taxation of Chargeable Gains Act 1992 shall apply for the purposes of determining whether one person is connected with another person;
(cc)	headings are inserted for convenience only and do not affect the interpretation of any Clause;
(dd)	a reference to a Clause is a reference to a Clause of this Declaration of Trust;
(ee)	a reference to a statute or statutory provision includes a reference

(i)	to that statute or provision as from time to time consolidated, modified, re-enacted or replaced by any statute or statutory provision
(ii)	to any repealed statute or statutory provision which it re-enacts (with or without modification); and
(iii)	to any subordinate legislation made under it;

(ff)	words in the singular include the plural, and vice versa; and
(gg)	a reference to the masculine shall be treated as a reference to the feminine, and vice versa.

IN WITNESS WHEREOF the duly authorised representatives of the Company and the Trustee has signed this Declaration of Trust the day and year first before written

Signed by

for and on behalf of

TRW Automotive Inc.

/s/ Peter R. Rapin  

Authorised Signatory 

/s/ Steven M. Kiwicz  

Authorised Signatory 

Signed by

for and on behalf of

Barclays Wealth Trustees (Guernsey) Limited

/s/  

Authorised Signatory 

/s/  

Authorised Signatory 

EX-10.17

Exhibit 10.17

EMPLOYMENT AGREEMENT

(ROBIN A. WALKER-LEE)

          EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 1, 2010, by and between TRW Automotive Inc. (the “Company”) and Robin A. Walker-Lee (“Executive”).

          WHEREAS, Executive desires to be employed by the Company and the Company desires to employ Executive pursuant to the terms and conditions of this Agreement;

          In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

          1. Effectiveness; Term of Employment.

               a. Effectiveness. This Agreement shall constitute a binding agreement between the parties as of the date hereof (the “Effective Date”).

               b. Term. Subject to the provisions of Section 7 of this Agreement, Executive shall be employed by the Company for a period commencing on the Effective Date and ending on December 31, 2011 (the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing January 1, 2012 and on each January 1 thereafter (each an “Extension Date”), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 60 days prior written notice before the next Extension Date that the Employment Term shall not be so extended.

          2. Position.

               a. During the Employment Term, Executive shall serve as the Company’s Vice President, General Counsel and Secretary once appointed to such positions at the first scheduled meeting of the Board of Directors of the Company (the “Board”) following the Effective Date. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Chief Executive Officer of the Company (the “CEO”) and will report to the CEO.

               b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, that nothing herein shall preclude Executive, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to, or continuing to serve on, any board of directors or trustees of any business corporation or any charitable organization; provided, in each case, and in

the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 8.

          3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $380,000, payable in regular installments in accordance with the Company’s usual payment practices. The Board shall annually review Executive’s base salary and Executive shall be entitled to such increases (but no decreases), if any, as may be determined in the sole discretion of the Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

          4. Annual Bonus. Each fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”), the target of which will be seventy-five percent (75%) of Executive’s Base Salary (the “Target Annual Bonus”) based upon the achievement of objectives established by the Compensation Committee of the Board of Directors of TRW Automotive Holdings Corp. (the “Compensation Committee”) annually for defined measures of EBITDAP and cash flow and additional factors determined to be relevant by the Compensation Committee, which may include industry-specific and general economic conditions as well as strategic factors. Any Annual Bonus declared by the Company shall be paid to Executive in the calendar year following the year to which it relates, as soon as administratively practicable following the determination of the Annual Bonus, but in no event later than March 15th of the calendar year following the year to which the Annual Bonus relates.

          5. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans (including medical, disability, retirement, 401(k), life insurance and accidental death and dismemberment, but not including severance, bonus and incentive plans) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are provided to other senior executives of the Company (other than the CEO), which currently include the employee benefits listed on Schedule 5A. Executive agrees and acknowledges that the Company may modify or terminate any of its benefit plans at any time and any such change or termination would supersede this Agreement. To the extent any reimbursement or in-kind benefit provided herein is includable in Executive’s income, any such reimbursements or benefits shall be paid promptly to Executive in accordance with past practice (if any), but in no event later than December 31st of the year following the year in which Executive incurs the expense, and the amount of any reimbursement or in-kind benefit provided in one year shall not affect the amount of any such reimbursement or benefit provided in a subsequent year.

          6. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies. To the extent any reimbursement or in-kind benefit provided herein is includable in Executive’s income, any such reimbursements or benefits shall be paid promptly to Executive in accordance with past practice (if any), but in no event later than December 31st of the year following the year in which Executive incurs the expense, and the amount of any reimbursement or in-kind benefit provided in one year shall not affect the amount of any such reimbursement or benefit provided in a subsequent year.

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          7. Termination. The Employment Term and Executive’s employment hereunder may be terminated by the Company or Executive at any time and for any reason; provided, that Executive will be required to give the Company at least 60-days advance written notice of any resignation of Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

               a. By the Company For Cause or By Executive Resignation Without Good Reason.

          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive’s resignation without Good Reason (as defined in Section 7(c)).

          (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s continued failure to work on a full-time basis and failure substantially to perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), provided, however, that it is understood that this Section 7(a)(ii) shall not permit the Company to terminate Executive’s employment for Cause because of dissatisfaction with the quality of services provided by, or disagreement with the actions taken by, Executive in the good faith performance of Executive’s duties to the Company, (B) Executive’s conviction of, or plea of nolo contendere to a crime constituting a felony under the laws of the United States or any state thereof, (C) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder which has been injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates or (D) Executive’s breach of the provisions of Sections 8 or 9 of this Agreement, other than an insignificant breach of Section 9 as reasonably determined by the Company; provided, however, that no act or omission shall be “willful” (1) to the extent taken by Executive at the direction of the CEO or the Board or (2) if effected with Executive’s reasonable belief that such action or failure to act was in the Company’s best interest. The Company shall be required to give Executive written notice of the event(s) constituting Cause for termination for purposes of this Agreement and, in the case of the event described in clauses (A) or (D) hereof, if curable without additional financial harm to the Company, Executive shall have 30 days after receipt from the Company of such notice to cure such event(s) constituting Cause.

          (iii) If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive:

          (A) the Base Salary through the date of termination;

          (B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year;

          (C) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; and

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          (D) such employee benefits, if any, as to which Executive may be entitled under the employee benefit plans, programs or arrangements of the Company or its affiliates pursuant to the terms of such plans, programs or arrangements (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”).

          Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 7(a)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

               b. Disability or Death.

          (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”).

          (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive:

          (A) the Accrued Rights; and

          (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment (the “Pro Rata Bonus”), payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated.

          Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

               c. By the Company Without Cause (Other than Due to Death or Disability) Prior to a Change in Control (as defined in Section 7(d)(ii)) or On or Following the First Anniversary of such Change in Control or Due to Resignation by Executive for Good Reason Prior to a Change in Control or On or Following the First Anniversary of such Change in Control.

          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than due to death or Disability) prior to a Change in Control or on or following the first anniversary of such Change in Control or due to resignation by Executive for Good Reason prior to a Change in Control or on or following the first anniversary of such Change in Control.

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          (ii) For purposes of this Agreement, “Good Reason” shall mean:

          (A) the failure of the Company to pay or cause to be paid or provide Executive’s Base Salary, Annual Bonus or Employee Benefits when due hereunder,

          (B) any requirement that Executive’s principal office shall be located other than within the Michigan counties of Wayne, Oakland, Macomb and Washtenaw,

          (C) any adverse change in Executive’s reporting relationship, or

          (D) any material diminution for a period of at least 30 days in Executive’s authority or responsibilities from those described in Section 2 hereof;

provided, that the events described in clauses (A), (B), (C), or (D) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within

               (1) thirty days after receipt from Executive of written notice of the event which constitutes Good Reason pursuant to clauses (B), (C) or (D) or

               (2) ten days after receipt from Executive of written notice of the event which constitutes Good Reason pursuant to clause (A) or such greater period of time, but not more than thirty days, as shall be required by Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations and related guidance promulgated thereunder (collectively referred to herein as “Section 409A”).

          (iii) If (x) Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) prior to a Change in Control or on or following the first anniversary of such Change in Control, or (y) Executive resigns for Good Reason prior to a Change in Control or on or following the first anniversary of such Change in Control, Executive shall be entitled to receive:

          (A) the Accrued Rights;

          (B) subject to Executive’s continued compliance with the provisions of Sections 8 and 9 (except for insignificant breaches of Section 9 as reasonably determined by the Company), (x) continued payment of the Executive’s Base Salary and (y) a monthly payment equal to Executive’s Average Annual Bonus (as defined below) divided by twelve (12), for a period of eighteen (18) months following the date of such termination; provided, that Executive shall not be entitled to any other cash severance or cash termination benefits under any other plans, programs or arrangements of the Company or its affiliates other than retirement benefit plans; and

          (C) continued provision of a car allowance and medical, dental, life insurance and disability benefit coverage benefits provided at the level provided immediately prior to the date of such termination for a period of eighteen (18) months immediately following the date of such termination (the “Continued Benefits”); and

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          (D) the Pro Rata Bonus, payable when such bonus would have otherwise been payable had Executive’s employment not terminated.

          As used in this Agreement, “Average Annual Bonus” means the average of the Annual Bonuses earned by Executive with respect to each of the previously completed fiscal years occurring during the Employment Term (up to a maximum of the three most recently completed fiscal years) or, if such termination of employment occurs prior to December 31, 2010, Executive’s Target Annual Bonus.

          (iv) Notwithstanding any other provision of this Section 7(c), if Executive’s employment is terminated prior to a Change in Control but after the initial discussions with any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) regarding a Change in Control (the “Discussion Period”), by the Company (i) at the request of such person or group involved in the Change in Control or (ii) without Cause but otherwise in connection with or in anticipation of a Change in Control and such Change in Control subsequently occurs or if Executive resigns with Good Reason during the Discussion Period and such Change in Control subsequently occurs, then Executive shall also be entitled to (x) the payment of an amount equal to that provided in Section 7(d)(iii)(B)(2) as if Executive was terminated as of the consummation of such Change in Control and (y) the payment of the unpaid severance described in Section 7(c)(iii)(B), as soon as practicable, but in no event later than ten (10) days following such Change in Control. Notwithstanding anything to the contrary herein, in the event the Change in Control occurs within the first six (6) months following Executive’s separation from service, payment of the amounts described in (x) and (y), to the extent they constitute Excess Amounts (as defined in Section 7.h.(ii)(B)), shall not be paid until the six-month anniversary of the date of Executive’s separation from service, in accordance with the requirements of Section 7.h.

          Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) prior to a Change in Control or on or following the first anniversary of such Change in Control, or by Executive’s resignation for Good Reason prior to a Change in Control or on or following the first anniversary of such Change in Control, except as set forth in Section 7(c)(iii) or Section 7(c)(iv), as applicable, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

               d. By the Company Without Cause (Other than Due to Death or Disability) Following a Change in Control but Prior to the First Anniversary of such Change in Control or Due to Resignation by Executive for Good Reason Following a Change in Control but Prior to the First Anniversary of such Change in Control.

          (i) The Employment Term and Executive’s employment hereunder may be terminated (x) by the Company without Cause (other than due to death or Disability) following a Change in Control but prior to the first anniversary of such Change in Control or (y) due to resignation by Executive for Good Reason following a Change in Control but prior to the first anniversary of such Change in Control.

          (ii) For purposes of this Agreement, “Change in Control” shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets

6

of TRW Automotive Holdings Corp. (“Holdings”) or the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Automotive Investors L.L.C. (“AI”) or any of its Affiliates (as defined below), (B) any person or group, other than Holdings, AI or any of its Affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of Holdings or the Company, including by way of merger, consolidation or otherwise and AI or any of its Affiliates do not control the Board of Directors of Holdings (the “Holdings Board”) or the Board or (C) any “person” or “group” (as defined above) other than Holdings, AI or its Affiliates acquires (or acquired during the 12-month period ending on the date of the most recent acquisition of such person or group) ownership of stock of Holdings or the Company possessing 30 percent or more of the total voting power of the stock of Holdings or the Company, as applicable, or (D) a majority of the members of the Board of Directors of Holdings (the “Holdings Board”) is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Holdings Board, as it was constituted at the beginning of such 12-month period. For purposes of this Section 7(d)(ii), the term “Affiliate” means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with AI. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) as used with respect to AI, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of AI, whether through the ownership of voting securities, by agreement or otherwise.

          (iii) If (x) Executive is terminated by the Company without Cause (other than due to death or Disability) following a Change in Control but prior to the first anniversary of such Change in Control or (y) if Executive resigns with Good Reason following a Change in Control but prior to the first anniversary of such Change in Control, Executive will be entitled to receive:

               (A) the Accrued Rights;

          (B) subject to Executive’s continued compliance with the provisions of Sections 8 and 9 (except for insignificant breaches of Section 9 as reasonably determined by the Company), a lump-sum payment, payable as soon as practicable, but in no event later than ten (10) business days, following such termination of employment, except as otherwise provided under Section 7.h. for any Excess Amount (as defined in Section 7.h.(ii)(B)), equal to the sum of (1) one-and-one-half (1.5) times the sum of (x) Executive’s Base Salary and (y) Executive’s Average Annual Bonus plus (2) the product of (I) the sum of (x) and (y) multiplied by (II) a fraction, the numerator of which is the number of months from the date of Executive’s termination of employment until the first anniversary of the Change in Control and the denominator of which is twelve (12); provided, that Executive shall not be entitled to any other cash severance or cash termination benefits under any other plans, programs or arrangements of the Company or its affiliates other than retirement benefit plans;

          (C) the Continued Benefits; and

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          (D) the Pro Rata Bonus, payable when such bonus would have otherwise been payable had Executive’s employment not terminated.

          Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) following a Change in Control but prior to the first anniversary of such Change in Control, or by Executive’s resignation for Good Reason following a Change in Control but prior to the first anniversary of such Change in Control, except as set forth in this Section 7(d)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

               e. Expiration of Employment Term.

          (i) Election Not to Extend the Employment Term. In the event either party elects not to extend the initial or any extended Employment Term pursuant to Section 1(b), unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b), (c) or (d) of this Section 7, Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the last day of the then-current Employment Term, without further extension.

          (ii) Continued Employment Beyond the Expiration of the Employment Term. Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or the Company; provided that the provisions of Sections 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder. The restrictions of Section 8 will not apply if Executive’s employment is terminated upon or subsequent to the expiration of the Employment Term.

          (iii) Executive’s Termination of Employment Upon the Expiration of the Employment Term. In the event that Executive’s employment with the Company is terminated upon the expiration of the Employment Term due to the Company’s election not to renew the Employment Term, Executive will be entitled to receive the following:

          (A) the Accrued Rights;

          (B) subject to Executive’s continued compliance with the provisions of Section 9 (except for insignificant breaches of Section 9 as reasonably determined by the Company), (x) continued payment of Executive’s Base Salary and (y) a monthly payment equal to Executive’s Average Annual Bonus (as defined in Section 7.c.(iii)) divided by twelve (12), for a period of twelve (12) months following the date of such termination; provided, that Executive shall not be entitled to any other cash severance or cash termination benefits under any other plans, programs or arrangements of the Company or its affiliates other than retirement benefit plans;

          (C) continued provision of a car allowance and medical, dental, life insurance and disability benefit coverage benefits provided at the level provided

8

immediately prior to the date of such termination for a period of one (1) year immediately following the date of such termination; and

          (D) the Pro Rata Bonus, payable when such bonus would have otherwise been payable had Executive’s employment not terminated.

          Following such termination of Executive’s employment hereunder as a result of, or following, either party’s election not to extend the Employment Term, except as set forth in this Section 7(e)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

               f. Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11(h) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

               g. Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.

               h. In order to comply with Section 409A, the following provisions shall apply:

          (i) For purposes of Section 7 of this Agreement, a termination of employment means a “separation from service” as defined by Section 409A.

          (ii) All payments due under Sections 7.c. through e. (other than the Permitted Items, as defined in Section 7.h.(ii)(C)) following an involuntary separation from service, as defined by Section 409A, including any resignation by Executive for Good Reason, whether in connection with any Change in Control or otherwise, shall be made subject to the following:

     (A) During the first six (6) months following Executive’s involuntary separation from service, in no event shall the amount payable hereunder exceed two times the lesser of (1) Executive’s annualized compensation based on Executive’s annual rate of pay for the calendar year preceding the calendar year in which the separation from service occurs and (2) the limitation in effect under Code Section 401(a)(17) for the year in which Executive’s separation from service occurs ($245,000 for2010).

     (B) To the extent the amount otherwise payable hereunder during the first six (6) months following Executive’s involuntary separation from service would, but for subsection (A) above, exceed two

9

times the lesser of (1) Executive’s annualized compensation based on Executive’s annual rate of pay for the calendar year preceding the calendar year in which the separation from service occurs and (2) the limitation in effect under Code Section 401(a)(17) for the year in which Executive’s separation from service occurs (referred to herein as the “Excess Amount”), the Excess Amount shall be accumulated and paid to Executive in a lump sum on the six-month anniversary of the date of Executive’s separation from service (or the first business day thereafter, if such anniversary date is not a business day). Any remaining installments or lump sum payments payable hereunder shall continue or otherwise be made in accordance with the applicable provisions of this Agreement.

     (C) All amounts to be provided to Executive under Sections 7.c. through e. shall be taken into account in determining the Excess Amount, and therefore subject to the six (6) month delay in payment described above, other than the following (collectively, the “Permitted Items”):

     (1) The Accrued Rights.

     (2) Any Pro Rata Bonus.

     (3) Any benefits continued hereunder for medical, dental, life insurance and disability benefits following Executive’s separation from service that are excludable from income.

     (4) Expenses or benefits that are includable in income to the extent such amounts do not exceed the limit in effect under Code Section 402(g) ($16,500 for2010) for the year in which Executive’s separation from service occurs.

Accordingly, the Permitted Items may be paid or provided to Executive during the first six months following separation from service in accordance with the applicable provisions of this Agreement.

          (iii) To the extent any reimbursement for an expense or in-kind benefit incurred prior to separation from service is includable in Executive’s income, such reimbursements shall be paid promptly to Executive in accordance with past practice, but in no event later than December 31st of the year following the year in which Executive incurs the expense, and the amount of any reimbursement or in-kind benefit provided in one year shall not affect the amount of any such reimbursement or benefit provided in a subsequent year.

               i. Amounts otherwise payable under Sections 7.c.(iv) or 7.d.(iii) that are delayed for a period of six (6) months following Executive’s separation from service in accordance with Section 7.h. and the entire amount payable under Section 7.e.(iii), shall be contributed by the Company to a grantor trust established by the Company with an independent trustee immediately following the occurrence of all events giving rise to Executive’s entitlement to such amounts. The costs and fees associated with establishing and maintaining such grantor trust shall be borne by the Company. The amounts held in trust shall be invested in a stable

10

value fund or other similar investment vehicle, which seeks to preserve principal while earning interest income. The investment vehicle shall be selected by an independent investment manager appointed by the Company. The interest income realized shall be included in and paid to Executive as and when Executive’s severance payments under this Section 7 are made.

          8. Non-Competition.

               a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

          (i) During the Employment Term and for a period of eighteen (18) months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in connection with a Competitive Business (as defined in Section 8(a)(ii)(A)), other than solicitation or assistance on behalf of, a Permitted Competitive Employer (as defined in Section 8(a)(ii)(E)), the business of any client or prospective client:

          (A) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment;

          (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year period immediately preceding Executive’s termination of employment; or

          (C) for whom Executive had direct or indirect responsibility during the one year period immediately preceding Executive’s termination of employment.

          (ii) During the Restricted Period, Executive will not, directly or indirectly:

          (A) engage in any business that competes with any business of the Company or its subsidiaries that represents at least 10% of the consolidated revenues of the Company and its subsidiaries in any geographic area (including, without limitation, any business which the Company or its subsidiaries have specific plans to conduct in the future and as to which Executive is aware of such planning) (a “Competitive Business”);

          (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;

          (C) acquire a financial interest in, or otherwise become actively involved with, a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

11

          (D) act to discourage, or attempt to discourage, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.

          (E) Notwithstanding the foregoing, this Section 8(a)(ii) shall not preclude Executive from entering the employ of, rendering services to, acquiring a financial interest in, or otherwise becoming actively involved in, any Person (a “Permitted Competitive Employer”) which engages in a Competitive Business if the gross revenues of all such Competitive Businesses of such Person and its affiliates for the Person’s most recently completed fiscal year did not equal or exceed $500,000,000.

          (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

          (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly (except to the extent any current or former employees described below are retained through general public advertisement):

          (A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or

          (B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.

               b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

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          9. Confidentiality; Intellectual Property.

          a. Confidentiality.

          (i) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company and its subsidiaries (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information —including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, strategies and plans — concerning the past, current or future business, activities and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board. Notwithstanding anything in this Agreement to the contrary, Executive may disclose Confidential Information to customers, suppliers, insurers, lenders, investors and other parties in the performance of Executive’s duties hereunder, provided that Executive reasonably believes such disclosure to be in the best interests of the Company.

          (ii) “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (c) required by law to be disclosed; provided, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment. This Section 9(a)(ii) shall not be construed to preclude Executive from using Executive’s acquired knowledge, experience and expertise gained during the Employment Term in any subsequent employment, provided that such use does not include the disclosure or other use in any manner of Confidential Information.

          (iii) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided, that Executive may disclose to any prospective future employer the provisions of Sections 8 and 9 of this Agreement provided they agree to maintain the confidentiality of such terms.

          (iv) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium

13

(including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

          b. Intellectual Property.

          (i) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business. A list of all such material Works as of the date hereof is attached hereto as Exhibit A.

          (ii) If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

          (iii) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

          (iv) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property

14

relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

               (v) The provisions of Section 9 shall survive the termination of Executive’s employment for any reason.

          10. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 8 or Section 9 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

          11. Miscellaneous.

               a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

               b. Entire Agreement/Amendments. This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

               c. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

               d. Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

               e. Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no

15

force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

               f. No Mitigation; No Set Off. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment or otherwise and the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates.

               g. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

               h. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

12001 Tech Center Drive
Livonia, MI 48150
Attention: Chief Financial Officer

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

               i. Executive Representation. Executive hereby represents and warrants to the Company that (a) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder does not and shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound, and (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity.

               j. Attorney’s Fees. If Executive incurs legal fees and expenses in an effort to secure, preserve or establish entitlement to compensation and benefits under this Agreement, the Company shall reimburse Executive for such fees and expenses to the extent that the Executive substantially prevails in such dispute. To the extent any reimbursement provided

16

herein is includable in Executive’s income, any such reimbursement shall be paid promptly to Executive, but in no event later than December 31^st of the year following the year in which Executive’s right to such reimbursement is established hereunder, and the amount of any reimbursement provided in one year shall not affect the amount of any such reimbursement provided in a subsequent year.

               k. Indemnification. The Company shall indemnify and hold Executive harmless, to the extent permitted by law, against judgments, claims, losses, damages, fines, amounts paid in settlement and expenses, including attorney’s fees (paid quarterly) incurred by Executive, in connection with any action or proceeding (or any appeal from any action or proceeding) with respect to the Company or activities engaged in by Executive in the course of employment with the Company in which Executive is made, or is threatened to be made, a party or a witness. Executive shall also be given the benefit of any directors and officers liability insurance policy that protects other senior executives of the Company.

               l. Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder. This provision shall survive any termination of this Agreement.

               m. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

               n. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

TRW Automotive Inc.	Robin A. Walker-Lee
By: /s/ Neil E. Marchuk	/s/ Robin A. Walker-Lee
Name:
Title:

Exhibit A

List of Prior Works

None.

Schedule 5A

Benefits Summary

     Benefits Equalization Plan — Executive may enroll beginning with the next available open enrollment period

     A nonqualified benefit plan which allows participants to make-up deferrals, including the Company match, if any, to the Company’s 401(k) Plan otherwise unavailable due to limitation under the Internal Revenue Code. The Plan is unfunded with book investments which mirror those available within the TRW Automotive Retirement Savings Plan for Salaried Employees, the Company’s salaried 401(k) Plan. Executive is an unsecured creditor with respect to amounts deferred under this Plan.

Company Vehicle

     A car allowance during the Employment Term at a level comparable to that provided to other senior executives of the Company based in the U.S. (other than the CEO).

Financial Planning

     Financial counseling through AYCO in accordance with the Unanimous Written Consent of the Compensation Committee of the Board of Directors of TRW Automotive Inc. dated April 30, 2004.

     Life Insurance

     Coverage provided comparable to that provided to other senior executives of the Company (other than the CEO).

     Long-Term Disability

     Provides benefits in an amount equal to 40% of eligible compensation for those disabled in accordance with the terms of the Plan. Participants may enroll for an additional 20% of eligible compensation. Participant contributions are required for the additional benefit.

     TRW Automotive Defined Contribution Salaried Retirement Plan

     A non-qualified plan under which the Company will make periodic contributions on your behalf in an amount equal to 10% of eligible earnings wherein eligible earnings are defined as annual Base Salary and Annual Bonus. While this Plan is in the developmental stage, it is envisioned that this Plan will be unfunded with book investments which mirror those available within the TRW Automotive Retirement Savings Plan for Salaried Employees, the Company’s salaried 401(k) Plan. Executive will be an unsecured creditor with respect to amounts contributed under this Plan.

EX-10.19

Exhibit 10.19

TRW AUTOMOTIVE BENEFITS EQUALIZATION PLAN

Effective January 1, 2009

1. Purpose. The TRW Automotive Benefits Equalization Plan was originally established effective as of February 28, 2003, was amended on several occasions thereafter, and is herein restated on this 23rd day of December, 2010 (the “Plan”), to provide supplemental retirement and death benefits to the following:

     a. Those management and highly-compensated employees of TRW Automotive US LLC and certain members of its controlled group (“TRW Automotive”) whose benefits under the TRW Automotive Retirement Savings Plan for Salaried Employees, or such successor plan, (the “Savings Plan”) are limited by reason of:

     i. the limitations on compensation under §401(a)(17) of the Internal Revenue Code of 1986 (“Code”);

     ii. the dollar limitations on elective deferrals under Code §402(g)(1);

     iii. the limitations on the amount that TRW Automotive can contribute as “Matching Contributions” as defined under the Savings Plan without exceeding the amount provided by Code §415(c)(1)(A); and

     iv. the exclusion of compensation otherwise included as “Compensation” under the Savings Plan due to the fact that (i) such compensation was deferred under the provisions of the TRW Automotive Deferred Compensation Plan (“DC Plan”) rather than received or (ii) a determination was made by TRW Automotive that such inclusion could violate the regulations under Code §401(a)(4).

     b. Certain management and highly-compensated employees of TRW Automotive who participated in, and maintained accounts under, the TRW Benefit Equalization Plan (the “TRW BEP”) as of the “Closing Date” under the Master Purchase Agreement, dated November 18, 2002, by and between Northrop Grumman Corporation and BCP Acquisition Company LLC (the “Closing Date”), in accordance with the terms of the Employee Matters Agreement attached as an Exhibit thereto.

     c. Effective January 1, 2010, certain management and highly-compensated employees of TRW Automotive for whom TRW Automotive has decided, in its sole and absolute discretion, to provide a non-elective contribution or contributions hereunder.

     The Plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act (“ERISA”) and is designed to provide benefits which mirror the provisions of the Savings Plan but cannot be paid from the Savings Plan because of certain Code limitations. The Plan shall be interpreted in accordance with and subject to the terms of Section 409A of the Code and the regulations promulgated thereunder.

2. Eligibility. An employee of TRW Automotive will be eligible to participate in the Plan for a calendar year, if he or she satisfies one or more of the following:

     a. Elective Contributions. An employee of TRW Automotive who is eligible to participate in the Savings Plan will be eligible to participate in the Plan for a calendar year with

respect to elective contributions if he or she is a full-time active, salaried employee of TRW Automotive who participated in the TRW Automotive Operational Incentive Plan at Level III or above in the immediately preceding calendar year. An employee will cease to be eligible to participate in the Plan if he or she ceases to participate in the TRW Automotive Operational Incentive Plan at Level III or above. Notwithstanding anything to the contrary herein, an employee’s eligibility to make elective contributions under the Plan is at all times contingent on his or her timely election to participate in the Savings Plan and the Plan.

     b. Non-Elective Contributions. Effective January 1, 2010, an employee of TRW Automotive will be eligible to participate in the Plan for a calendar year with respect to non-elective contributions in the sole and absolute discretion of TRW Automotive.

     Notwithstanding anything to the contrary herein, eligibility is at all times subject to a determination by the Committee or its delegate that an employee’s participation must cease in the event necessary to preserve the Plan’s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. Further, an employee who transferred to a U.S. entity after March 28, 2006, and continues to accrue a benefit under the TRW (UK) Scheme is ineligible to participate in the BEP.

3. Accounts.

     a. An account or accounts (“Account”) shall be established in the name of each eligible employee (a “Participant”) into which shall be credited the following amounts:

     i. in the case of a Participant who has timely elected to participate in this Plan with respect to elective contributions, that percentage of the Participant’s current compensation which the Participant elected to contribute to the Savings Plan as “Elective Deferrals” and that percentage of the Participant’s current compensation which the Company would have contributed to the Savings Plan as “Matching Contributions” (both terms as defined under the Savings Plan) to the extent that such amounts cannot be contributed to the Savings Plan due to any of the reasons identified in Section 1; provided, however, that (A) for a Participant who is eligible to make an additional Elective Deferral to the Savings Plan pursuant to Code Section 414(v) (“catch-up contribution”), in determining the amount that may be contributed to the Savings Plan (for purposes of applying this Section 3.a.i.), the dollar limitation on Elective Deferrals under Code Section 402(g) shall be increased by the “applicable dollar amount” for the year, as defined in Code Section 414(v)(2)(B); (B) the percentage of the Participant’s compensation credited to the Account, when combined with the percentage elected under the Savings Plan, may not at any time be greater than that amount of “Elective Deferrals” which the Participant would be permitted to contribute, as a highly-compensated Participant, to the Savings Plan without regard to the above-referenced limitations; and (C) the Matching Contributions credited to the Account shall be reduced by any amounts actually contributed for the Participant by the Company to the Savings Plan as Matching Contributions; plus

     ii. in the case of a Participant who has been designated to participate in this Plan with respect to non-elective contributions, that percentage of the Participant’s current compensation which TRW Automotive has elected to contribute to the Plan, or such other amount as TRW Automotive may determine from time to time, in its sole and absolute discretion; plus

     iii. investment performance on a daily basis on the amounts credited under Section 3.a.i. and 3.a.ii above in accordance with the Participant’s election as provided in Section 4 below; plus

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     iv. in the case of a Participant who was a participant in, and maintained an account under, the TRW BEP, an additional amount equal to the Participant’s account under the TRW BEP as of the Closing Date, which amount shall be adjusted for future investment performance in accordance with the Participant’s election as provided in Section 4 below.

     b. The Participant’s annual election to participate in the Plan with respect to non-elective contributions by having his Account credited as provided in Section 3.a.i. shall be filed with Fidelity Investments (“Fidelity”) in a prescribed manner and shall be filed at such time as the Committee may specify, but in all cases prior to the time such compensation is to be earned by the Participant, within the meaning of Code Section 409A. For purposes hereof, the Summary Plan Description for the Plan, as in effect from time to time, shall be incorporated herein by reference and be a part hereof. In that regard, in accordance with the procedures specified in the Summary Plan Description for the Plan, the enrollment period for the Plan must occur by June 30 of the year prior to the year for which your deferral election applies. Once elected, the Participant may not revoke his election with respect to the incentive payment portion of his total eligible compensation. The Participant may have a limited opportunity to revoke the base salary portion of his total eligible compensation after the election is made, but in no event after December 31 of the year prior to the year for which the deferral election applies. No changes in the percentage of compensation credited to the Account shall be made during the plan year following the election. For this purpose, “plan year” means the calendar year; provided, however, that the first plan year for the Plan shall be a short plan year beginning on the Closing Date and ending on December 31, 2003.

     c. Subject to the provisions of Section 6.e, Participants shall have a nonforfeitable interest in the amounts credited to their Accounts in accordance with the following:

     i. Participants who were employees of TRW Automotive on the Closing Date shall have, at all times, a nonforfeitable interest in the amounts credited to their Accounts. An employee who is on layoff on the Closing Date and is rehired within 12 months of the date of such layoff shall be considered an employee of TRW Automotive on the Closing Date for purposes of this Section. However, an employee will cease to be considered an employee of TRW Automotive on the Closing Date if he or she voluntarily terminates employment or is discharged and is later rehired by TRW Automotive, but only with respect to contributions to his or her Account on or after the rehire date.

     ii. Participants who were not employees of TRW Automotive on the Closing Date, but were active employee of TRW Automotive on or after January 1, 2011, shall have:

          A. a nonforfeitable interest in the amounts credited to their Accounts which are attributable to Elective Deferrals at all times;

          B. a nonforfeitable interest in the amounts credited to their Accounts which are attributable to Matching Contributions.

          C. a nonforfeitable interest in the amounts credited to their Accounts which are attributable to non-elective contributions, if any, in accordance with the following schedule:

Years of Service	Percent Vested
Less than 5		0	%
5 or more		100	%

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     iii. Participants who were not employees of TRW Automotive on the Closing Date, and were not active employee of TRW Automotive on or after January 1, 2011, shall have:

               A. a nonforfeitable interest in the amounts credited to their Accounts which are attributable to Elective Deferrals at all times;

               B. a nonforfeitable interest in the amounts credited to their Accounts which are attributable to Matching Contributions in accordance with the following schedule:

Years of Service	Percent Vested
Less than 1		0	%
1 but less than 2		20	%
2 but less than 3		40	%
3 but less than 4		60	%
4 but less than 5		80	%
5 or more		100	%

               C. a nonforfeitable interest in the amounts credited to their Accounts which are attributable to non-elective contributions, if any, in accordance with the following schedule:

Years of Service	Percent Vested
Less than 5		0	%
5 or more		100	%

     For purpose of the schedules in c.ii. and c.iii. above, a Participant’s “years of service” shall be determined under the Savings Plan.

     Notwithstanding anything to the contrary herein, Participants shall have a nonforfeitable interest in the amounts credited to their Accounts if their employment with TRW Automotive is terminated involuntarily prior to the eighteen-month period following a “change of control” (as defined by the Savings Plan and Code Section 409A, as applicable).

     d. Participants shall receive, no less frequently than quarterly, a statement of their Account within a reasonable period after the end of each calendar quarter.

4. Investment Earnings. Each Participant in the Plan may elect to have monies credited to his or her Account based upon the performance of the same investment fund options offered to Participants under the Savings Plan; provided, however, that the investment funds available for Plan account crediting purposes are those funds under the Savings Plan that have been approved for the Plan by the Committee. Such election may be made by allocating the entire Account to one of the earnings options or by allocating the Account between selected investment fund options in one percent multiples. Each Participant may change his or her election on a daily basis with Fidelity through its online or automated voice response unit or through a Plan Customer Service Representative.

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5. Time of Payment.

     a. Except as otherwise provided herein, payment of the Account to the Participant (or, in the event of his death, to his beneficiary as designated in writing to the Committee) shall be made at the end of January (or as soon administratively feasible thereafter, but in no event later than 90 days thereafter) immediately following the first to occur of the following events:

     i. the Participant’s becoming disabled, as defined by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations promulgated thereunder;

     ii. the death of the Participant; or

     iii. the Participant’s separation from service with TRW Automotive through retirement or otherwise, within the meaning of Code Section 409A and the regulations promulgated thereunder.

     b. Notwithstanding Section 5.a.iii., if the Participant’s separation from service is the result of the divestiture of the unit or operations of TRW Automotive where the Participant worked prior to separation from service and the Participant obtains employment with the entity that acquired such operations (“successor employer”), the Plan benefit shall not be payable until such Participant’s separation from service with the successor employer, except as provided under Section 6.d or as otherwise permitted by the Committee.

     c. Notwithstanding the above, the Directors/Committee, upon determining that the Participant has suffered an emergency event beyond his control which would impose an immediate and heavy financial hardship if the payment of his benefits were not made, may pay to the Participant that part of his Account which is needed to satisfy such hardship. For purposes hereof, a participant shall be deemed to have an “emergency event beyond his control which would impose an immediate and heavy financial hardship”, if he experiences an “unforeseeable emergency”, as defined by Section 409A of the Code and regulations promulgated thereunder.

     d. For purposes of Section 5.a.iii, a Participant’s separation from service with TRW Automotive will not be deemed to have occurred following the Participant’s layoff until the end of the twelve-month period following layoff (without a return to TRW Automotive employment).

     e. Special Transition Period Elections:

     i. Notwithstanding anything to the contrary herein, to the extent permitted by the American Jobs Creation Act of 2004 (the “Act”) and Code Section 409A and the regulations promulgated thereunder, Participants were offered a one-time, irrevocable election to receive all or a percentage of their May 31, 2006, vested account balance under the Plan (plus earning and losses thereon) in July 2007, rather than at such other date as is required by this Section 5 (e.g. separation from service). If elected, such distribution was made in one-lump sum payment. The election period commenced on or about June 10, 2006, and ended on June 30, 2006. If the Participant failed to make an election under this subsection by June 30, 2006, payment would be made on the date(s) and in the payment form(s) previously elected, subject to the Act and the Plan.

     ii. Notwithstanding anything to the contrary herein, to the extent permitted by the transition rules under the American Jobs Creation Act of 2004 (the “Act”) and Code Section 409A and the regulations promulgated thereunder, Participants were offered a one-time, irrevocable election to receive all or a percentage of their December 31, 2008, vested account balance under the Plan (plus earning and losses thereon) in July 2009,

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rather than at such other date as is required by this Section 5 (e.g. separation from service). If elected, such distribution was made in one-lump sum payment. The election period commenced on or about November 20, 2008, and ended on December 12, 2008. If the Participant failed to make an election under this subsection by December 12, 2008, payment would be made on the date(s) and in the payment form(s) previously elected, subject to the Act and the Plan.

     f. Notwithstanding anything to the contrary herein, to the extent required by the American Jobs Creation Act of 2004 and Code Section 409A and the regulations promulgated thereunder, distribution to a participant who is a “key employee” must be delayed at least six (6) months after the last day worked. For this purpose payment shall be made on the later to occur of (i) the date described in subsection a. or (ii) as soon administratively feasible (but in no event later than 90 days) following the date which is six months after the participant’s last day worked.

6. Form of Payment.

     a. A participant must elect the form in which his Account or Accounts shall be paid upon separation from service due to retirement in the year immediately preceding the plan year in which services are performed. In that regard, the Participant may elect to receive contributions in annual installments from two to ten years or in a single sum payment. Except as otherwise provided in applicable Treasury Regulations, any such election shall be irrevocable. If the Participant fails to make an election under this subsection, payment shall be made in the form of a single sum. Depending on the Participant’s elections each year, contributions made in different calendar years may be distributed in different forms of payout. The Participant’s election shall be filed with Fidelity in a prescribed manner and shall be filed at such time as the Committee may specify, but in all cases prior to the time such compensation is to be earned by the Participant. For purposes hereof, the Summary Plan Description for the Plan, as in effect from time to time, shall be incorporated herein by reference and be a part hereof.

     b. The portion of the Account attributable to non-elective contributions shall be paid in a single sum.

     c. In the event of separation from service (including termination from a divested unit), other than for retirement, the participant’s vested account balance will be automatically paid out in a single sum payment.

     d. In the event of death, payment will be made to the beneficiary or estate in a single sum. In the event of death after retirement payouts have begun, payouts will continue to be made to the beneficiary or estate until paid out completely.

     e. In the event of a lay-off, the vested account balance will be automatically paid out in a single sum payment at the end of January following the end of the 12-month lay-off period.

     f. Any election of a form of payment provided in this Section shall be irrevocable.

     g. Payment of the Account shall be made in the form of cash.

     h. If the balance in the Participant’s Account under the Plan, determined as of any of the events described above or following payment of any retirement installment payment, is less than $5,000, said Account balance shall automatically be paid out in a single sum in the first January following said event or installment payment.

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     i. Payments under the Plan shall be made by TRW Automotive US LLC, with any appropriate reimbursement being made by the members of the controlled group of which TRW Automotive US LLC is a part. The Plan shall be unfunded, and TRW Automotive shall not be required to establish any special or separate fund nor to make any other segregation of assets in order to assure the payment of any amounts under the Plan, Participants in the Plan have the status of general unsecured creditors of TRW Automotive and the Plan constitutes a mere promise by TRW Automotive to make benefit payments in the future.

     j. Notwithstanding anything to the contrary herein, during the 2005 enrollment period that occurred in December 2004, a Participant was required to elect the form of distribution for all contributions made to the Plan prior to January 1, 2005. The available distribution options were a single lump sum and annual installments of up to 10 years. This was a one-time, irrevocable distribution election. If the Participant failed to make an election under this subsection, payment of such pre-2005 contributions (plus earnings and losses thereon) would be made in the form of a single lump sum.

7. Non-Alienation of Benefits. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, mortgage or otherwise encumber, in advance of actual receipt, any Plan benefit. Any such attempted assignment or transfer shall be ineffective; TRW Automotive’s sole obligation under the Plan shall be to pay benefits to the Participant, his beneficiary or his estate, as appropriate. No part of any Plan benefit shall, prior to actual payment, be subject to the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person; nor shall any Plan benefit be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency, except as required or permitted by law.

8. Directors/Committee. For purposes of the Plan, “Directors” shall mean the Compensation Committee of the Directors of TRW Automotive Inc. (or any such other committee which the Board may establish for this purpose) with respect to the approval of benefits of any Participant who is, or ever was, either a Director of TRW Automotive, a member of the Chief Executive Office, or a member of the Management Committee. With respect to the approval of benefits of other Participants, “Committee” shall refer to a Special Committee consisting of those three employees of TRW Automotive who occupy the most senior positions in the Company Staff Finance, Human Resources, and Law Departments (or any such other committee which the Board may establish for this purpose). The Committee or its delegate shall interpret the provisions of the Plan, determine the rights and status of Participants and beneficiaries hereunder, and handle the general administration of thePlan. Such interpretations and determinations shall be final and conclusive as to all interested persons.

9. Claims Procedure. If a claim for a Plan benefit is denied, in whole or in part, a written notice of denial provided to the Participant shall state the reasons for denial, a description of any additional material or information required; and an explanation of the claim review procedure. Any person whose claim, upon his written request for review, is again denied may make a second request for review. A decision on such second request shall normally be made within sixty days.

10. Amendment and Termination. Nothing herein shall be construed to constitute a contract between TRW Automotive and the Participants to continue the Plan, and TRW Automotive US LLC, in its sole discretion, may terminate or discontinue the Plan at any time and may at any time and from time to time amend any or all of its provisions; provided, however, that no termination or amendment shall reduce amounts credited prior to such termination or amendment.

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11. Miscellaneous Provisions.

     a. As used in this document, the masculine gender shall include the feminine and the singular shall include the plural. To the extent that any term is not defined under the Plan, it shall have the same meaning as defined in the Savings Plan.

     b. Employment rights with TRW Automotive shall not be enlarged or affected by the existence of the Plan.

     c. In case any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions.

     d. The Plan shall be governed by the laws of the State of Michigan, to the extent not preempted by ERISA. Moreover, notwithstanding anything to the contrary herein, the Plan shall be construed and interpreted in accordance with the terms of Section 409A of the Code, wherever and to the extent applicable.

TRW Automotive U.S. L.L.C.
By:	/s/ Steven M. Kiwicz

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EX-10.24.F

Exhibit 10.24(f)

TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN

GENERAL
RESTRICTED STOCK UNIT AGREEMENT

          THIS AGREEMENT, is made effective as of ____ _,200[ ] (the “Grant Date”), between TRW Automotive Holdings Corp. (the “Company”) and ___________ (the “Participant”).

R E C I T A L S:

          WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that the Participant be granted the Restricted Stock Units provided for herein pursuant to the Plan and the terms set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

          1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

          (a) “Plan” means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.

          (b) “Restricted Stock Unit” means the unfunded, unsecured right of the Participant to receive a share of the Company’s common stock, par value $0.01 per share (the “Shares”).

          2. Grant of Restricted Stock Units; Dividends. The Company hereby grants to the Participant, subject to the terms and conditions of this Agreement and the Plan, _____________________ (____) Restricted Stock Units. The Participant shall not possess any voting rights in Shares in respect of the Restricted Stock Units until such Restricted Stock Units have been distributed to the Participant in the form of Shares. In addition, if dividends are declared and paid by the Company during the period in which the Restricted Stock Units are outstanding (the “Dividends”), then on each date on which Shares are delivered to the Participant in respect of the Restricted Stock Units pursuant to Sections 3(a) or 3(b), Participant shall also be paid an amount in cash (in the case of a cash dividend declared and paid by the Company) or distributed a number of Shares (in the case of a stock dividend declared and paid by the Company), in each case equal to the aggregate dividends that would have been paid to the

Participant if the Restricted Stock Units with respect to which the Shares are being delivered had in fact been Shares during the period in which the dividends were paid.

          3. Delivery of Shares Underlying the Restricted Stock Units.

          (a) In General. Subject to Sections 3(b), 3(c) and 3(d), commencing on the first anniversary of the Grant Date and continuing on each of the second and third anniversaries of the Grant Date, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to one third of the aggregate number of Restricted Stock Units granted to the Participant under this Agreement.

          (b) Change of Control. Notwithstanding the foregoing, upon a Change of Control, the Company shall issue or cause there to be transferred, to the extent not previously issued, transferred, cancelled or forfeited in accordance with this Section 3, to the Participant a number of Shares equal to the aggregate number of Restricted Stock Units granted to the Participant under this Agreement.

          (c) Cancellation of Restricted Stock Units. Upon the issuance or transfer of Shares in accordance with this Section 3, a number of Restricted Stock Units equal to the number of Shares issued or transferred to the Participant shall be cancelled.

          (d) Termination of Employment. If the Participant ceases to be employed by the Company or one of the Company’s Subsidiaries for any reason, the Restricted Stock Units, and any corresponding Dividends, shall be immediately and automatically canceled by the Company without any payment or other consideration and without notice or any other action by the Company.

          (e) Registration or Qualification. Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, a Share to which a Restricted Stock Unit relates may not be delivered prior to the completion of any registration or qualification of the Restricted Stock Units or the Shares to which they relate under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.

          (f) Certificates. As soon as practicable following the delivery date of the Shares subject to the Restricted Stock Units, the Company shall cause such Shares to be evidenced by certificates in the Participant’s name. However, the Company shall not be liable to the Participant for damages relating to any delays in so causing such Shares to be evidenced by certificates in the Participant’s name, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

          4. Legend on Certificates. The certificates representing the Shares issued or transferred to the Participant in respect of the Restricted Stock Units shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws or the Company’s Certificate of Incorporation and Bylaws, and the Committee may

cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

          5. Transferability. Unless otherwise determined by the Committee, a Restricted Stock Unit may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

          6. Withholding. The Company or its Affiliate shall have the right to withhold from any payment due or transfer made with respect to the Restricted Stock Unit, any applicable withholding taxes in respect of the Restricted Stock Unit or the Shares to which they relate or any payment or transfer with respect to the Restricted Stock Unit or under the Plan and to take such action as may be necessary at the option of the Company to satisfy all obligations for the payment of such taxes.

          7. Securities Laws. Upon the acquisition of any Shares delivered in respect of the Restricted Stock Units pursuant to Sections 3(a) and 3(b), the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

          8. Notices. Any notice under this Agreement shall be addressed to the Company in care of its General Counsel at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

          9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws.

          10. Restricted Stock Units Subject to the Plan. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Stock Units and any Shares delivered in respect thereto are subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

          11. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile or electronic image scan shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first above written.

TRW AUTOMOTIVE HOLDINGS CORP.
By
	Its

Participant 

EX-10.24.L

Exhibit 10.24(l)

TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN

GENERAL
STOCK —SETTLED STOCK APPRECIATION RIGHTS AGREEMENT

          THIS AGREEMENT, is made effective as of [       ], 200[ ] (the “Date of Grant”), between TRW Automotive Holdings Corp. (the “Company”) and [          ](the “Participant”).

R E C I T A L S:

          WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that the Participant be granted the stock appreciation rights provided for herein pursuant to the Plan and the terms set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

          1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

          (a) “Appreciation Amount,” for each SSAR, is calculated as (i) the lesser of (x) the Exercise FMV and (y) the Maximum Value, minus $[       ], which is the Fair Market Value of one Share on the Date of Grant.

          (b) “Cause” means, “Cause” as defined in the Closing Date Employment Agreement or, if not defined therein or if there is no such agreement, “Cause” means (i) such Participant’s continued failure substantially to perform such Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Company or any of its Subsidiaries or Affiliates to the Participant of such failure, (ii) dishonesty in the performance of the Participant’s duties, (iii) such Participant’s conviction of, or plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, (iv) such Participant’s willful malfeasance or willful misconduct in connection with such Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates or (v) such Participant’s breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject.

          (c) “Closing Date” means February 28, 2003.

1

          (d) “Closing Date Employment Agreement” means a written employment agreement between the Company or any of its Subsidiaries and the Participant which is or was entered into as of or after the Closing Date (as the same may be amended, modified or supplemented in accordance with the terms thereof).

          (e) “Disability” means, “disability” as defined in the long-term disability plan or policy, as in effect from time to time, maintained by the Company or one or more members of the Company’s controlled group of corporations (as defined by Section 1563 of the Internal Revenue Code) for the benefit of the Participant or, if there is no such plan or policy in effect for the Participant, “disability” means the inability to perform the material and substantial duties of the Participant’s employment with the Company for a period of at least six (6) consecutive months due to a serious injury or illness, as determined by an independent practitioner designated by the Company and deemed by the Company to be proficient in such matters, based on medical evidence and such other relevant documentation as may be required by the practitioner from time to time.

          (f) “Exercise FMV” means the Fair Market Value of one Share on the date of exercise of an SSAR.

          (g) “Expiration Date” means the eighth anniversary of the Date of Grant.

          (h) “Maximum Value” means $50.00.

          (i) “Plan” means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.

          (j) “Retirement” means satisfaction of the requirements for the earliest of (i) normal retirement, (ii) the earliest day on which the Participant may commence receipt of an unreduced pension; or (iii) if approved by the Chief Executive Officer and the Vice President, Human Resources, early retirement at a reduced pension, in any of these cases under a defined benefit pension plan in effect for the benefit of the Participant maintained by the Company or one or more members of the Company’s controlled group of corporations (as defined by Section 1563 of the Internal Revenue Code) and receipt of pension benefits in accordance with such requirements as soon as administratively practicable following the last date of active employment with the Company or its controlled group of corporations. For purposes of the foregoing, if the Participant does not participate in a defined benefit pension plan, due to closure or cessation of such a plan in the jurisdiction in which the Participant is employed, the Participant will be deemed to satisfy the requirements set forth in (i), (ii), or (iii) above if the Participant would have satisfied such requirements had he or she participated in such plan applicable in the jurisdiction in which the Participant is employed, in accordance with the terms thereof.

          (k) “SSARs” means the stock-settled stock appreciation rights granted hereunder.

          (l) “Vested Portion” means, at any time, the portion of the SSARs which have become vested, as described in Section 3 of this Agreement.

2

          2. Grant of SSARs. The Company hereby grants to the Participant [ ]SSARs, subject to adjustment as set forth in the Plan. Each SSAR entitles the Participant to receive the appreciation in value of one underlying Share, subject to the terms, conditions and maximum value limitations contained in this Agreement. Upon exercise, subject to the satisfaction of applicable tax withholding pursuant to Section 7, the Participant shall be entitled to receive from the Company a number of whole Shares determined by dividing the aggregate Appreciation Amount for the number of SSARs being exercised by the Exercise FMV. Fractional Shares shall be rounded down to the nearest whole Share, and any remaining cash will be paid to the Participant in such manner as shall be determined by the Company in its discretion.

          3. Vesting of the SSARs.

          (a) In General. Subject to Sections 3(b) and 3(c), one-third of the SSARs subject to this Agreement shall vest and become exercisable on the first anniversary of the Date of Grant and an additional one-third of the SSARs shall vest and become exercisable on each subsequent anniversary of the Date of Grant, until such SSARs are 100% vested.

          (b) Change of Control. Notwithstanding the foregoing, upon a Change of Control, the unvested portion of the SSARs, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable.

          (c) Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates for any reason, the SSARs, to the extent not then vested, shall be immediately canceled by the Company without consideration. The Vested Portion of the SSARs shall remain exercisable for the period set forth in Section 4(a) of this Agreement.

          4. Exercise of SSARs.

          (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the SSARs at any time prior to the Expiration Date. Notwithstanding the foregoing (but subject to Section 4(c) below), if the Participant’s employment terminates prior to the Expiration Date, the Vested Portion of the SSARs shall remain exercisable for the period set forth below:

          (i) Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates due to the Participant’s death or Disability, the Participant (or, in the case of death, the Participant’s estate or those designated by will or the laws of descent and distribution) may exercise the Vested Portion of the SSARs for a period ending on the earlier of (A) two years following the date of death or Disability, as applicable, and (B) the Expiration Date;

          (ii) Termination other than for Cause. If the Participant’s employment with the Company and its Affiliates is terminated for any reason other than by the Company or its Affiliates for Cause or due to the Participant’s death, Disability or Retirement, the Participant may exercise the Vested Portion of the SSARs for a period ending on the earlier of (A) 90 days following the date of such termination and (B) the Expiration Date;

3

          (iii) Termination for Retirement. If the Participant’s employment with the Company terminates due to Retirement, the Vested Portion of the SSARs shall remain exercisable until the Expiration Date; and

          (iv) Termination for by the Company for Cause. If the Participant’s employment with the Company and its Affiliates is terminated by the Company for Cause, the Vested Portion of the SSARs shall terminate in full and cease to be exercisable.

          (b) Method of Exercise.

          (i) Subject to Section 4(a) of this Agreement, the Vested Portion of the SSARs may be exercised by following such procedures as the Company or its designated administrator shall determine, which may include a telephonic or online election through the Company’s authorized agent or by execution and delivery of a written notice of intent to so exercise; provided that the SSARs may be exercised with respect to whole SSARs only. Such election or notice shall specify the number of SSARs being exercised. The Participant must exercise a minimum number of SSARs such that the aggregate Appreciation Amount for all SSARs exercised at any one time must at least equal the Exercise FMV.

          (ii) Upon the Company’s determination that any portion of the SSARs have been validly exercised, the Company shall issue such number of whole Shares determined in accordance with Section 2, in the Participant’s name. The Shares will be delivered to the Participant in such manner as shall be determined by the Company in its discretion. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant.

          (iii) In the event of the Participant’s death, the Vested Portion of the SSARs shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

          (c) Automatic Exercise. Notwithstanding Section 4(b), in the event that the Fair Market Value of a Share is equal to or greater than the Maximum Value on a particular date, the Participant hereby agrees that the portion of the SSARs that are vested (or become vested) and exercisable on such date (and which have not previously been cancelled or forfeited or expired due to the lapse of the applicable exercise period set forth in Section 4(a)) shall automatically be exercised on such day without any action by the Participant (an “Automatic Exercise”). Upon such Automatic Exercise, notwithstanding anything to the contrary in Section 2, subject to the satisfaction of applicable tax withholding, the Participant shall be entitled to receive from the Company a number of whole Shares determined by dividing (i) the aggregate Appreciation Amount (which will be calculated as the Maximum Value minus the Fair Market Value on the Date of Grant) for the number of SSARs then vested and exercisable by (ii) the Exercise Value. Fractional Shares shall be rounded down to the nearest whole Share, and any

4

remaining cash will be paid to the Participant in such manner as shall be determined by the Company in its discretion.

          5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or its Affiliate may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

          6. Transferability. Unless otherwise determined by the Committee, the SSARs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. During the Participant’s lifetime, the SSARs are exercisable only by the Participant.

          7. Withholding. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the SSAR, regardless of any action (by the Company or any Affiliate or any designated agent) with respect to any tax withholding obligations that arise in connection with the SSAR or its exercise. The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to, consistent with applicable law, withhold from any payment due or transfer made under the SSARs or under the Plan or from any compensation or other amount owing to the Participant, the amount (in cash, Shares, other securities, other Awards or other property) sufficient to satisfy the minimum applicable statutory tax withholding obligation (whether federal, state, international or local), including any employment tax obligation or any other withholding obligation in respect of the SSARs, their exercise, or any payment or transfer under the SSARs or under the Plan and to take such action as may be necessary at the option of the Company to satisfy all obligations for the payment of such taxes.

          8. Notices. Any notice under this Agreement shall be addressed to the Company in care of its General Counsel at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

          9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws.

          10. SSARs Subject to Plan. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The SSARs and the Shares received upon exercise of the SSARs are subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by

5

reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

          11. No Rights as a Stockholder. The Participant shall have no rights of a stockholder with respect to any SSARs or the underlying Shares (including any voting rights or rights with respect to any dividends paid on the Shares) unless and until the Participant has exercised the SSAR and the SSAR is settled by the issuance of Shares to the Participant.

          12. No Compensation Deferrals. Neither the Plan nor this Agreement is intended to provide for an elective deferral of compensation that would be subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that no awards (including without limitation, the SSARs) become subject to the requirements of Section 409A.

          13. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile or electronic image scan shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

          14. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the SSARs granted under this Agreement and participation in the Plan or future awards that may be granted under the Plan by electronic means or to request the Participant consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

TRW AUTOMOTIVE HOLDINGS CORP.
By
	Its
	Participant:

6

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF TRW AUTOMOTIVE HOLDINGS CORP.	JURISDICTION OF
AS OF JANUARY 31, 2011	INCORPORATION
TRW Technar Inc.*	California
Austrian Holdco L.L.C.	Delaware
EnTire Solutions, LLC	Delaware
Kelsey-Hayes Company	Delaware
Kelsey-Hayes Heerlen Inc.	Delaware
Kelsey-Hayes Holdings Inc.	Delaware
Kelsey-Hayes Netherlands Inc.	Delaware
KH Holdings, Inc.	Delaware
LucasVarity Automotive Holding Company	Delaware
TRW Auto Holdings Inc.	Delaware
TRW Automotive (LV) Corp.	Delaware
TRW Automotive Global Receivables LLC	Delaware
TRW Automotive Holding Company	Delaware
TRW Automotive Inc.	Delaware
TRW Automotive Intermediate Holdings Corp.	Delaware
TRW Automotive J.V. LLC	Delaware
TRW Automotive Receivables LLC	Delaware
TRW Automotive Safety Systems Arkansas Inc.	Delaware
TRW Automotive U.S. LLC	Delaware
TRW East Inc.	Delaware
TRW Integrated Chassis Systems LLC	Delaware
TRW Management Co. L.L.C.	Delaware
TRW Occupant Restraint Systems (Ventures) LLC	Delaware
TRW Occupant Restraints South Africa Inc.	Delaware
TRW Odyssey Inc.	Delaware
TRW Powder Metal Inc.	Delaware
TRW Safety Systems Inc.	Delaware
TRW Vehicle Safety Systems Inc.	Delaware
Worldwide Distribution Centers, Inc.	Delaware
REMSA of America Inc.	Illinois
Lucas Automotive Inc.	Michigan
TRW Intellectual Property Corp.	Michigan
Lake Center Industries Transportation, Inc.	Minnesota
Thompson Ramo Wooldridge Inc.	Ohio
TRW Overseas Inc.	Ohio
TRW Fuji Valve Inc.**	Tennessee
Fortuna Assurance Company	Vermont
Duly & Hansford Pty Limited	Australia
TRW Australia Holdings Pty Ltd	Australia
TRW Australia Pty Ltd	Australia
TRW Automotive Australia Pty Ltd	Australia
Roadster Holdings (Austria) GmbH	Austria
ABC Sistemas e Modulos Ltda.**	Brazil
Dalphi Metal Brazil Ltda.*	Brazil
Imoval S/C Ltda.+	Brazil
SM-Sistemas Modulares Ltda.**	Brazil

1

SUBSIDIARIES OF TRW AUTOMOTIVE HOLDINGS CORP.	JURISDICTION OF
AS OF JANUARY 31, 2011	INCORPORATION
TRW Automotive Ltda.*	Brazil
Varga Comercio e Representacao Ltda.+	Brazil
Varga Servicos Automotivos Ltda.+	Brazil
Roadster Holdings (Canada), Inc.*	Canada
TRW Canada Limited/TRW Canada Limitee	Canada
TRW China Holdings Ltd	Cayman Islands
CSG TRW Chassis Systems Co., Ltd.**	China
Fuji Valve (Guangdong) Co., Ltd.**	China
LucasVarity Langzhong Brake Company Limited**	China
Shanghai TRW Automotive Safety Systems Company Ltd.**	China
Shin-Han (Beijing) Automobile Parts System Co., Ltd.**	China
TRW (Ningbo) Components and Fastening Systems Co., Ltd.	China
TRW (Suzhou) Automotive Electronics Co., Ltd.**	China
TRW Asia Pacific Co., Ltd.	China
TRW Automotive Components (Langfang) Co., Ltd.	China
TRW Automotive Components (Shanghai) Co., Ltd.	China
TRW Automotive Components (Suzhou) Co., Ltd.	China
TRW Automotive Components Technical Service Shanghai Co. Ltd.	China
TRW Automotive Research and Development (Shanghai) Co. Ltd.	China
TRW Dongfang (Xi’an) Airbag Inflator Co., Ltd.**	China
TRW FAWER Automobile Safety Systems (Changchun) Co., Ltd.**	China
TRW FAWER Commercial Vehicle Steering (Changchun) Co., Ltd.**	China
TRW Systems Consulting Services (Shanghai) Co. Ltd.	China
TRW Autoelektronika s.r.o.*	Czech Republic
TRW Automotive Czech s.r.o*	Czech Republic
TRW Volant a.s.	Czech Republic
TRW-Carr s.r.o.*	Czech Republic
TRW-DAS, a.s.*	Czech Republic
Autocruise Limited	England
Automotive Holdings (UK) Limited*	England
British Sealed Beams Limited**	England
Bryce Berger Limited*	England
Cityday Limited	England
Dalphimetal Limited	England
Girling Limited*	England
Globe & Simpson Provident Scheme Limited*	England
Joseph Lucas Limited*	England
Les Minquiers Limited*	England
Lucas Automotive Limited*	England
Lucas Export Services Limited*	England
Lucas Industries Limited	England
Lucas Investments Limited*	England
Lucas Limited*	England
Lucas Service UK Limited*	England
Lucas Support Services Limited*	England
LucasVarity*	England
No. 1 Deansgate (Residential) Limited	England
TRW Employees Benefit Trust Limited*	England
TRW Investment Management Company Limited*	England

2

SUBSIDIARIES OF TRW AUTOMOTIVE HOLDINGS CORP.	JURISDICTION OF
AS OF JANUARY 31, 2011	INCORPORATION
TRW Limited	England
TRW LucasVarity Electric Steering Limited	England
TRW Pensions Trust Limited	England
TRW Receivable Finance (UK) Limited	England
TRW Steering Systems Limited	England
TRW Supplementary Pensions Limited*	England
TRW Systems Limited*	England
TRW U.K. Limited	England
ID Information Systems LLP*	England & Wales
Autocruise S.A.S.	France
Dalphi-Metal France s.a.r.l.*	France
eXponentia S.A.S**	France
SPRIA S.A*+	France
TH Braking Company S.A.S.**	France
TRW Automotive Distribution France S.A.S.	France
TRW Automotive Holdings (France) S.A.S.	France
TRW Automotive Paris S.a.r.l.	France
TRW Carr France S.A.S.*	France
TRW Composants Moteurs S.A.S.	France
TRW France Holding S.A.S.	France
TRW France S.A.S	France
TRW Gabriel S.N.C.**	France
TRW Linkage & Suspension Ramonchamp S.A.S.	France
TRW Occupant Restraint Systems France S.A.*	France
TRW ORLEANS Composants Moteurs S.A.S.	France
TRW PARIS S.A.S.	France
TRW Systemes de Freinage S.A.S.	France
Lucas Automotive GmbH*	Germany
Lucas Varity GmbH	Germany
TRW Airbag Systems GmbH*	Germany
TRW Automotive Electronics & Components GmbH	Germany
TRW Automotive GmbH*	Germany
TRW Automotive Holding GmbH & Co. KG	Germany
TRW Automotive Holding Verwaltungs GmbH*	Germany
TRW Automotive Safety Systems GmbH	Germany
TRW Deutschland Holding GmbH*	Germany
TRW Engineered Fasteners & Components Selb GmbH	Germany
TRW KFZ Ausruestung GmbH	Germany
TRW Logistic Services GmbH	Germany
TRW Receivables Finance GmbH	Germany
Brakes India Limited**	India
Rane TRW Steering Systems Limited**	India
TRW Automotive India Private Limited**	India
TRW Sun Steering Wheels Private Limited**	India
TRW Automotive Holding Italia S.r.l.	Italy
TRW Automotive Italia S.r.l.	Italy
TRW Automotive Ricambi Italia S.r.l.	Italy

3

SUBSIDIARIES OF TRW AUTOMOTIVE HOLDINGS CORP.	JURISDICTION OF
AS OF JANUARY 31, 2011	INCORPORATION
LucasVarity Automotive Japan KK	Japan
Nippon Stud Welding Company, Ltd.**	Japan
TRW Aftermarket Japan Co., Ltd.	Japan
TRW Automotive Japan Co. Ltd.	Japan
Automotive Holdings (Korea), Ltd.	Korea, Republic of
Shin Han Valve Industrial Company, Ltd.**	Korea, Republic of
TRW Automotive Korea Co., Ltd.	Korea, Republic of
TRW Controls & Fasteners, Inc.	Korea, Republic of
TRW Steering Co. Ltd.**	Korea, Republic of
TRW Automotive Finance (Luxembourg) S.a r.l.*	Luxembourg
Lucas Automotive SDN. BHD.	Malaysia
LucasVarity (M) SDN. BHD.*	Malaysia
TRW Asiatic (M) SDN BHD**	Malaysia
TRW Automotive Services SDN BHD	Malaysia
TRW Steering & Suspension (Malaysia) Sdn. Bhd.**	Malaysia
TRW Automotive China Holdings Ltd.*	Mauritius
Eurofren Investment, S. de R.L. de C.V.*	Mexico
Forjas y Maquinas, S.A. de C.V.*	Mexico
Frenos y Mecanismos, S.A. de C.V.*	Mexico
Revestimientos Especiales de Mexico, S. de R.L. de C.V.*	Mexico
TRW Delplas, S.A. de C.V.*	Mexico
TRW Electronica Ensambles S.A. de C.V.*	Mexico
TRW Occupant Restraints de Chihuahua, S.A. de C.V.*	Mexico
TRW Sistemas de Direcciones, S.A. de C.V.*	Mexico
TRW Steering Wheel Systems de Chihuahua, S.A. de C.V.*	Mexico
TRW Vehicle Safety Systems de Mexico S.A. de C.V.*	Mexico
Heerlen ABS Manufacturing B.V.	Netherlands
Heerlen ABS Manufacturing C.V.*	Netherlands
Lucas International Holdings B.V.	Netherlands
Roadster Automotive B.V.*	Netherlands
TRW Auto B.V.	Netherlands
TRW Auto 3 B.V.	Netherlands
TRW Coöperatief W.A.	Netherlands
TRW International Holdings B.V.	Netherlands
Automotive Holdings (Poland) Sp. z o.o.	Poland
TRW Braking Systems Polska Sp. z o.o.	Poland
TRW Polska Sp. z o.o.	Poland
TRW Steering Systems Poland Sp. z o.o.	Poland
Dalphi Metal Portugal, S.A.+	Portugal
Safebag — Industria Componentes de Seguranca Automovel S.A.*	Portugal
Safe-Life-Industria de Componentes de Seguranca Automovel S.A.*	Portugal
TRW Automotive Portugal Lda*	Portugal
TRW Automotive Safety Systems SRL	Romania
TRW Automotive LLC	Russian Federation
TRW Aftermarket Asia Pacific PTE Ltd	Singapore
TRW Automotive (Slovakia) s.r.o.	Slovakia
TRW Steering Systems Slovakia s.r.o.	Slovakia
Automotive Holdings (Spain) S.L.	Spain

4

SUBSIDIARIES OF TRW AUTOMOTIVE HOLDINGS CORP.	JURISDICTION OF
AS OF JANUARY 31, 2011	INCORPORATION
Centro Tecnologico de Automocion de Galicia	Spain
Dalphi Metal Espana, S.A.+	Spain
Dalphi Metal Internacional, S.A.+	Spain
Dalphi Metal Seguridad, S.A.+	Spain
Eurofren Systems S.L.	Spain
TRW Automotive Espana S.L.*	Spain
TRW Automotive Services S.L.	Spain
TRW Switzerland GmbH	Switzerland
LucasVarity (Thailand) Co., Ltd.*	Thailand
TRW Asiatic Co., Ltd**	Thailand
TRW Fuji Serina Co., Ltd.**	Thailand
TRW Steering & Suspension Co., Ltd.*	Thailand
DalphiMetal Tunisie S.A.R.L*	Tunisia
TRW Automotive Safety Systems TUNISIA Sarl*	Tunisia
HEMA TRW Otomotiv Direksiyon Sistemleri A.S**	Turkey
Pimsa Direksiyon Imalat Sanayi ve Ticaret A.S.**	Turkey
TRW Otomotiv Dagitim ve Ticaret A.S.+*	Turkey
Componentes Venezolanos de Direccion, S.A.**	Venezuela

*	Shares of this subsidiary are owned by more than one TRW Automotive Holdings Corp. company.
**	Joint Venture
+	Additional interest in this subsidiary is owned by non-TRW Automotive Holdings Corp. affiliates

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-117535) pertaining to the TRW Automotive Retirement Savings Plan for Hourly Employees,

(2) Registration Statement (Form S-8 No. 333-115338) pertaining to the Amended and Restated TRW Automotive Holdings Corp. 2003 Stock Incentive Plan,

(3) Registration Statement (Form S-8 No. 333-115337) pertaining to the TRW Automotive Retirement Savings Plan for Salaried Employees (n/k/a TRW Automotive 401(k) Savings Plan),

(4) Registration Statement (Form S-8 No. 333-159593) pertaining to the Amended and Restated TRW Automotive Holdings Corp. 2003 Stock Incentive Plan; and

(5) Registration Statement (Form S-3 No. 333-161191) of TRW Automotive Holdings Corp;

of our reports dated February 17, 2011, with respect to the consolidated financial statements and schedule of TRW Automotive Holdings Corp., and the effectiveness of internal control over financial reporting of TRW Automotive Holdings Corp., included in the Annual Report (Form 10-K) of TRW Automotive Holdings Corp. for the year ended December 31, 2010.

/s/ Ernst & Young LLP
Detroit, Michigan
February 17, 2011

EX-31.A

Exhibit 31(a)

CERTIFICATIONS

I, John C. Plant, certify that:

1. I have reviewed this annual report on Form 10-K (this “Report”) of TRW Automotive Holdings Corp. (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d. Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/  JOHN C. PLANT

John C. Plant

Chairman of the Board, President and Chief
Executive Officer

(Principal Executive Officer)

Date: February 17, 2011

EX-31.B

Exhibit 31(b)

CERTIFICATIONS

I, Joseph S. Cantie, certify that:

1. I have reviewed this annual report on Form 10-K (this “Report”) of TRW Automotive Holdings Corp. (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d. Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/  JOSEPH S. CANTIE

Joseph S. Cantie

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: February 17, 2011

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of this annual report on Form 10-K of TRW Automotive Holdings Corp. (the “Company”) for the period ended December 31, 2010, with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  JOHN C. PLANT

John C. Plant

Chairman of the Board, President and Chief
Executive Officer

(Principal Executive Officer)

Date: February 17, 2011

/s/  JOSEPH S. CANTIE

Joseph S. Cantie

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)