TRW Automotive Holdings Corp.
(Exact name of registrant as specified in its charter)

12001 Tech Center Drive, Livonia, Michigan 48150
(Address of principal executive offices)

Not applicable
(Former name, former address or former fiscal year, if changed since last report)

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ý No o

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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

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

As of April 25, 2014, the number of shares outstanding of the registrant's Common Stock was 110,760,900.

	Three Months Ended

	March 28, 2014			March 29, 2013
	(Unaudited)
	(In millions, except per share amounts)
Sales	$	4,442		$	4,213
Cost of sales		3,942			3,786


Gross profit		500			427
Administrative and selling expenses		166			141
Restructuring charges and asset impairments		20			37
Other expense (income)—net		6			(4	)


Operating income		308			253
Interest expense—net		31			30
Equity in earnings of affiliates, net of tax		(10	)		(12	)


Earnings before income taxes		287			235
Income tax expense		78			62


Net earnings		209			173
Less: Net earnings attributable to noncontrolling interest, net of tax		10			11


Net earnings attributable to TRW	$	199		$	162




Basic earnings per share:
Earnings per share	$	1.76		$	1.35




Weighted average shares outstanding		113.3			119.6




Diluted earnings per share:
Earnings per share	$	1.68		$	1.29




Weighted average shares outstanding		119.8			126.9

See accompanying notes to unaudited condensed consolidated financial statements.

TRW Automotive Holdings Corp.

Consolidated Statements of Comprehensive Earnings

	Three Months Ended

	March 28, 2014		March 29, 2013
	(Unaudited)
	(Dollars in millions)
Net earnings	$	209	$	173
Other comprehensive earnings (losses):
Foreign currency translation		—		(87	)
Retirement obligations, net of tax		3		15
Deferred cash flow hedges, net of tax		—		(2	)


Total other comprehensive earnings (losses)		3		(74	)
Comprehensive earnings		212		99
Less: Comprehensive earnings attributable to noncontrolling interest		8		10


Comprehensive earnings attributable to TRW	$	204	$	89

See accompanying notes to unaudited condensed consolidated financial statements.

	As of

	March 28, 2014			December 31, 2013
	(Unaudited)
	(Dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	811		$	1,729
Accounts receivable—net		2,934			2,478
Inventories		1,066			1,019
Prepaid expenses and other current assets		435			402


Total current assets		5,246			5,628
Property, plant and equipment—net of accumulated depreciation of $4,505 and $4,420, respectively		2,697			2,718
Goodwill		1,759			1,760
Intangible assets—net		290			292
Pension assets		1,115			1,059
Other assets		829			795


Total assets	$	11,936		$	12,252




LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	397		$	159
Current portion of long-term debt		21			482
Trade accounts payable		2,638			2,597
Accrued compensation		273			285
Other current liabilities		1,287			1,232


Total current liabilities		4,616			4,755
Long-term debt		1,468			1,473
Postretirement benefits other than pensions		369			375
Pension benefits		676			676
Other long-term liabilities		609			577


Total liabilities		7,738			7,856
Commitments and contingencies
Stockholders' equity:
Capital stock		1			1
Paid-in-capital		1,628			1,715
Retained earnings		2,737			2,858
Accumulated other comprehensive losses		(375	)		(380	)


Total TRW stockholders' equity		3,991			4,194
Noncontrolling interest		207			202


Total equity		4,198			4,396


Total liabilities and equity	$	11,936		$	12,252

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended

	March 28, 2014			March 29, 2013
	(Unaudited)
	(Dollars in millions)
*Operating Activities*
Net earnings	$	209		$	173
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization		109			105
Net pension and other postretirement benefits income and contributions		(58	)		(62	)
Asset impairments		12			—
Deferred income taxes		30			23
Other—net		(5	)		3
Changes in assets and liabilities:
Accounts receivable—net		(473	)		(506	)
Inventories		(50	)		(63	)
Trade accounts payable		57			119
Prepaid expenses and other assets		(57	)		(31	)
Other liabilities		43			61


Net cash used in operating activities		(183	)		(178	)
*Investing Activities*
Capital expenditures		(105	)		(104	)


Net cash used in investing activities		(105	)		(104	)
*Financing Activities*
Change in short-term debt		242			36
Proceeds from issuance of long-term debt, net of fees		—			394
Redemption of long-term debt		(471	)		(12	)
Proceeds from exercise of stock options		1			16
Repurchase of capital stock		(400	)		(10	)
Dividends paid to noncontrolling stockholders		(3	)		(2	)


Net cash (used in) provided by financing activities		(631	)		422
Effect of exchange rate changes on cash		1			(17	)


(Decrease) increase in cash and cash equivalents		(918	)		123
Cash and cash equivalents at beginning of period		1,729			1,223


Cash and cash equivalents at end of period	$	811		$	1,346

See accompanying notes to unaudited condensed consolidated financial statements.

TRW Automotive Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

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 and systems. Active safety related products and systems principally refer to vehicle dynamic controls (primarily braking and steering), and passive safety related products and systems principally refer to occupant restraints (primarily airbags and seat belts) and safety electronics (primarily electronic control units and crash and occupant weight sensors). The Company is primarily a "Tier 1" supplier (a supplier that sells to OEMs). In 2013, approximately 83% of the Company's end-customer sales were to major OEMs.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the U.S. Securities and Exchange Commission ("SEC") on February 14, 2014.

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles ("GAAP") for complete financial statements. These financial statements include all adjustments (consisting primarily of normal, recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations and cash flows of the Company. Operating results for the three months ended March 28, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014.

The Company follows a fiscal calendar that ends on December 31. However, each fiscal quarter has three periods consisting of one five week period and two four week periods. Each quarterly period ends on a Friday, with the possible exception of the final quarter of the year, which always ends on December 31.

Earnings Per Share. Basic earnings per share are calculated by dividing net earnings by the weighted average shares outstanding during the period. Diluted earnings per share reflect the weighted average impact of all potentially dilutive securities from the date of issuance, including stock options, restricted stock units ("RSUs") and stock-settled stock appreciation rights ("SSARs"). Further, if the inclusion of shares potentially issuable for the Company's 3.50% exchangeable senior unsecured notes (see Note 9) 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 value on the date of grant of the SSARs, 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 attributable to TRW and the weighted average shares outstanding used in calculating basic and diluted earnings per share were:

	Three Months Ended

	March 28, 2014		March 29, 2013
	(In millions, except per share amounts)
Net earnings attributable to TRW	$	199	$	162
Interest expense on exchangeable notes, net of tax		1		1
Amortization of discount on exchangeable notes, net of tax		1		1


Net earnings attributable to TRW for purposes of calculating diluted earnings per share	$	201	$	164




*Basic:*
Weighted average shares outstanding		113.3		119.6




Basic earnings per share	$	1.76	$	1.35




*Diluted:*
Weighted average shares outstanding		113.3		119.6
Effect of dilutive stock options, RSUs and SSARs		1.5		1.4
Shares applicable to exchangeable notes		5.0		5.9


Diluted weighted average shares outstanding		119.8		126.9




Diluted earnings per share	$	1.68	$	1.29

For the three months ended March 28, 2014 and March 29, 2013, approximately 1.0 million and 1.3 million securities, respectively, were excluded from the calculation of diluted earnings per share because the inclusion of such securities in the calculation would have been anti-dilutive.

Equity. The following tables present a rollforward of the changes in equity attributable to TRW shareholders and to the noncontrolling interest.

	Three Months Ended

	March 28, 2014									March 29, 2013
	Total			TRW Shareholders			Noncontrolling Interest			Total			TRW Shareholders			Noncontrolling Interest
	(Dollars in millions)
Beginning balance of equity	$	4,396		$	4,194		$	202		$	3,769		$	3,578		$	191
Net earnings		209			199			10			173			162			11
Other comprehensive earnings (losses)		3			5			(2	)		(74	)		(73	)		(1	)
Dividends paid to noncontrolling interest		(3	)		—			(3	)		(2	)		—			(2	)
Changes related to share-based compensation		(7	)		(7	)		—			14			14			—
Repurchase of capital stock		(400	)		(400	)		—			(10	)		(10	)		—


Ending balance of equity	$	4,198		$	3,991		$	207		$	3,870		$	3,671		$	199

The following tables present changes in accumulated other comprehensive earnings (losses) attributable to TRW by component:

	Three Months Ended March 28, 2014

	Foreign Currency Translation		Retirement Obligations			Deferred Cash Flow Hedges			Total
	(Dollars in millions)
Beginning balance attributable to TRW, net of tax	$	41	$	(405	)	$	(16	)	$	(380	)
Other comprehensive earnings (losses) before reclassifications, net of tax		2		2			(3	)		1
Amounts reclassified from accumulated other comprehensive earnings, net of tax		—		1	(a)		3			4


Other comprehensive earnings, net of tax		2		3			—			5


Ending balance attributable to TRW, net of tax	$	43	$	(402	)	$	(16	)	$	(375	)

	Three Months Ended March 29, 2013

	Foreign Currency Translation			Retirement Obligations			Deferred Cash Flow Hedges			Total
	(Dollars in millions)
Beginning balance attributable to TRW, net of tax	$	83		$	(559	)	$	10		$	(466	)
Other comprehensive earnings (losses) before reclassifications, net of tax		(86	)		10			(2	)		(78	)
Amounts reclassified from accumulated other comprehensive earnings, net of tax		—			5	(a)		—			5


Other comprehensive (losses) earnings, net of tax		(86	)		15			(2	)		(73	)


Ending balance attributable to TRW, net of tax	$	(3	)	$	(544	)	$	8		$	(539	)

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:

Recently Adopted and Issued Accounting Pronouncements. There were no new accounting pronouncements adopted or issued during the three month period ended March 28, 2014 that have had or are expected to have a material impact on the Company's financial statements.

The following table reflects intangible assets and related accumulated amortization:

	As of March 28, 2014							As of December 31, 2013

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(Dollars in millions)
Definite-lived intangible assets:
Developed technology and other intangible assets	$	118		(92	)	$	26	$	119	$	(91	)	$	28
Indefinite-lived intangible assets:
Trademarks		264					264		264					264


Total	$	382				$	290	$	383				$	292

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

The expected amortization expense for 2016 and beyond primarily relates to land use rights.

	Three Months Ended

	March 28, 2014			March 29, 2013
	(Dollars in millions)
Net provision for bad debts	$	1		$	2
Net gains on sales of assets and divestitures		—			(1	)
Foreign currency exchange losses (gains)		8			(2	)
Royalty and grant income		(3	)		(1	)
Miscellaneous other income		—			(2	)


Other expense (income)—net	$	6		$	(4	)

The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax rate and records the tax impact of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

Income tax expense for the three months ended March 28, 2014 was $78 million on pre-tax earnings of $287 million and for the three months ended March 29, 2013 was $62 million on pre-tax earnings of $235 million. Income tax expense for the three months ended March 29, 2013 includes a tax benefit of $12 million relating to the enactment of the American Taxpayer Relief Act of 2012 (the "Act"), partially offset by other discrete tax items, resulting in a net tax benefit of $4 million for the quarter. The Act was enacted on January 2, 2013 and retroactively reinstated and extended various tax provisions, including the research and development tax credit and the look through rules for controlled foreign corporations. For the periods ended March 28, 2014 and March 29, 2013, the income tax rate varies from the United States statutory income tax rate primarily due to favorable foreign tax rates, holidays, and credits, as well as the effect of the various items noted above.

The Company operates in multiple jurisdictions throughout the world and the income tax returns of several subsidiaries in various tax jurisdictions are currently under examination. Although it is not possible to predict the timing of the conclusions of all ongoing tax audits with accuracy, it is possible that some or all of these examinations will conclude within the next 12 months. It is also reasonably possible that certain statute of limitations may expire relating to various foreign jurisdictions within the next 12 months. As such, it is possible that a change in the Company's gross unrecognized tax benefits may occur; however, it is not possible to reasonably estimate the potential change in gross unrecognized tax benefits.

The following table provides the components of net pension (income) cost for the Company's defined benefit pension plans:

	Three Months Ended

	March 28, 2014									March 29, 2013
	U.S.			U.K.			Rest of World			U.S.			U.K.			Rest of World
	(Dollars in millions)
Service cost	$	—		$	—		$	6		$	—		$	—		$	6
Interest cost on projected benefit obligations		9			52			10			11			47			9
Expected return on plan assets		(12	)		(86	)		(5	)		(15	)		(78	)		(5	)
Amortization		2			—			3			7			—			4


Net pension (income) cost	$	(1	)	$	(34	)	$	14		$	3		$	(31	)	$	14

The following table provides the components of net OPEB (income) cost for the Company's plans:

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:

The fair value measurements for assets and liabilities recognized in the Company's condensed consolidated balance sheets are as follows:

The Company's foreign currency exchange contracts and interest rate swap contracts are recorded at fair value 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. The Company uses quoted currency 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 which, 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 three months ended March 28, 2014.

In addition to items that are measured at fair value on a recurring basis, we also have assets that may be measured at fair value on a nonrecurring basis. These assets include long-lived assets, intangible assets and investments in affiliates, which may be written down to fair value as a result of impairment.

The Company has determined that the fair value measurements related to each of these assets rely primarily on Company-specific inputs and the Company's assumptions about the use of the assets, as observable inputs are not available. As such, the Company has determined that each of these fair value measurements 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 by using a risk-adjusted rate for the Company. For the three months ended March 28, 2014, the Company recorded asset impairments of $12 million associated with its determination of the fair value of its long-lived assets that exhibited indicators of impairment (see Note 10).

The carrying value and estimated fair value of financial instruments that are not carried on the Company's balance sheet at fair value are as follows:

	As of

	March 28, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value		Measurement Approach
	(Dollars in millions)
Short-term debt, fixed and floating rate	$	397	$	397	$	159	$	159	Level 2
Floating rate long term debt	$	1	$	1	$	—	$	—	Level 2
Fixed rate long-term debt	$	1,353	$	1,438	$	1,821	$	1,884	Level 2
Fixed rate exchangeable notes	$	135	$	410	$	134	$	375	Level 2

The carrying value of short-term debt approximates fair value because of the short term nature of these 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 estimates the fair value using discounted cash flow models with market based borrowing rates for similar types of arrangements.

The Company is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges in order to qualify for hedge accounting. Certain foreign exchange contracts that do not qualify for hedge accounting are entered into to hedge recognized foreign currency transactions. All gains or losses on derivative instruments which are not designated for hedge accounting treatment or do not qualify for hedge accounting, or result from hedge ineffectiveness, are reported in earnings immediately.

In addition, 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, and by monitoring the Company's credit exposure to each counterparty in light of its current credit quality.

As of March 28, 2014, the Company had a notional value of $2.7 billion in foreign exchange contracts outstanding. These foreign exchange contracts mature at various dates through March 2017.

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 period which the hedged transaction affects earnings. The earnings impact is reported either in sales, cost of sales, or other (income) expense—net, to match the underlying transaction. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of

effectiveness, which were immaterial for the three months ended March 28, 2014 and March 29, 2013, are recognized in other (income) expense—net.

The effective portion of gains and losses on derivatives designated as cash flow hedges and recognized in OCI was a loss of $3 million for the three months ended March 28, 2014 compared to a de minimis amount for the three months ended March 29, 2013, which were related to foreign currency exchange contracts. The effective portion of gains and losses on cash flow hedges reclassified from OCI into the statement of earnings for the three months ended March 28, 2014 and March 29, 2013 was a loss of $3 million and de minimis, respectively, and was included in various line items on the statement of earnings. Gains and losses reclassified into earnings include the discontinuance of cash flow hedges, which were immaterial for the three months ended March 28, 2014 and March 29, 2013. Approximately $7 million of losses, net of tax, which are included in OCI, are expected to be reclassified into earnings in the next twelve months.

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 with the terms of the agreements and do not contain any margin call provisions or collateral requirements that could be triggered by derivative instruments in a net liability position.

The following table reflects the offsetting of derivative assets and liabilities:

	As of

	March 28, 2014		December 31, 2013
	(Dollars in millions)
Short-term debt	$	397	$	159




Long-term debt:
6.375% Senior Notes, due 2014	$	—	$	234
7.00% Senior Notes, due 2014		—		233
7.25% Senior Notes, due 2017		446		446
4.50% Senior Notes, due 2021		400		400
4.45% Senior Notes, due 2023		400		400
Exchangeable senior notes, due 2015		135		134
Revolving credit facility		—		—
Capitalized leases		17		18
Other long-term borrowings		91		90


Total long-term debt		1,489		1,955
Less current portion		21		482


Long-term debt, net of current portion	$	1,468	$	1,473

4.45% Senior Notes. In November 2013, the Company issued $400 million in aggregate principal amount of 4.45% senior unsecured notes due 2023 in a private placement. Interest is payable semi-annually on December 1 and June 1 of each year beginning June 1, 2014.

4.50% Senior Notes. In February 2013, the Company issued $400 million in aggregate principal amount of 4.50% senior unsecured notes due 2021 in a private placement. Interest is payable semi-annually on March 1 and September 1 of each year.

7.25% Senior Notes. In March 2007, the Company issued $600 million in aggregate principal amount of 7.25% senior unsecured notes due 2017 in a private placement. Interest is payable semi-annually on March 15 and September 15 of each year.

6.375% Senior Notes and 7.00% Senior Notes Issued in 2007. On March 15, 2014, the 6.375% Senior Notes and 7.00% Senior Notes matured and the Company paid the principal amounts outstanding of €170 million and $233 million, respectively.

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 was met as of March 28, 2014, and as such, the notes are exchangeable in the second quarter of 2014. They will remain exchangeable in

subsequent quarters if the 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 $38.415, subject to adjustment. The initial exchange rate is 33.8392 shares of the Company's common stock per $1,000 principal amount of notes. 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. 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 optionally redeemed by the Company as provided in the indenture.

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. 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 March 28, 2014 and December 31, 2013 was $13 million and $14 million, respectively. The total interest expense recognized for the three months ended March 28, 2014 and March 29, 2013, was approximately $3 million in each respective period, including $1 million in each respective period relating to the stated coupon rate.

The Company's Eighth Amended and Restated Credit Agreement dated September 28, 2012 (the "Eighth Credit Agreement") provides for senior credit facilities consisting of (i) a revolving credit facility in the amount of $1.4 billion which matures in September 2017, subject to certain liquidity conditions being met in October 2016 (the "Revolving Credit Facility"), and (ii) additional availability which may be used in the future for one or more term loans or additional revolving facilities (together with the Revolving Credit Facility, the "Facilities"). All of the Facilities are undrawn.

The commitment fee and the applicable margin for borrowing on the Revolving Credit Facility are subject to a ratings-based grid. The applicable margin in effect as of March 28, 2014 was 0.25% with respect to base rate borrowings, 1.25% with respect to eurocurrency borrowings, and the commitment fee on the undrawn amounts under the Revolving Credit Facility was 0.25%.

As market conditions warrant, the Company may from time to time repurchase debt securities, including exchangeable 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, or the Company may optionally redeem such debt securities.

The Company has borrowings under uncommitted credit agreements in several of the countries in which it operates. The borrowings are from various individual banks at quoted market interest rates. As of March 28, 2014, the Company had short-term borrowings under uncommitted credit facilities totaling $397 million.

Restructuring charges and asset impairments incurred as part of the Company's ongoing effort to better align the Company's cost structure with global automotive market conditions, primarily in the European and North American automotive markets, include the following:

	Chassis Systems Segment		Occupant Safety Systems Segment		Electronics Segment		Automotive Components Segment			Corporate		Total

	(Dollars in millions)
For the three months ended March 28, 2014:
Severance and other charges—net	$	7	$	—	$	—	$	1		$	—	$	8
Asset impairments related to restructuring activities		12		—		—		—			—		12


Total restructuring charges and asset impairments	$	19	$	—	$	—	$	1		$	—	$	20




For the three months ended March 29, 2013:
Severance and other charges	$	16	$	27	$	—	$	(6	)	$	—	$	37


Total restructuring charges and asset impairments	$	16	$	27	$	—	$	(6	)	$	—	$	37

The following table illustrates the movement of the restructuring reserves for severance and other charges, including reserves related to severance-related postemployment benefits for both periods presented:

Of the $84 million restructuring reserves as of March 28, 2014, approximately $72 million is expected to be paid in the remainder of 2014. The remaining balance is expected to be paid in 2015 to 2016 and is comprised primarily of involuntary employee termination arrangements in Europe.

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 110,759,015 shares were issued and outstanding

as of March 28, 2014, 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, 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 stock-settled stock appreciation rights and the vesting of restricted stock units issued as part of the Company's stock incentive plan (see Note 12).

Share Repurchase Programs. The Company has two share repurchase programs in place, consisting of a $2 billion program that extends through December 31, 2016 (the "$2 Billion Program"), and a program that is intended to offset, on an ongoing basis, the dilution created by the Company's stock incentive plan for up to 1.5 million shares in 2014 and each subsequent year (the "Anti-Dilution Program"). The Anti-Dilution program does not have an expiration date. The Company is not obligated to repurchase any shares under either program.

In the first quarter of 2014, the Company entered into an accelerated share repurchase ("ASR") agreement with a third-party financial institution to repurchase the Company's common stock. Under the ASR agreement, the Company made an up-front payment of $400 million and received an initial delivery of approximately 3.9 million shares in the first quarter of 2014. The total number of shares to be ultimately delivered, and therefore the average price paid per share, will be determined at the end of the repurchase period based on the volume weighted average price of the Company's common stock during that period. The ASR is expected be completed by the end of the third quarter of 2014.

On February 21, 2014, the Company granted 850,900 SSARs to executive officers and certain employees of the Company pursuant to the TRW Automotive Holdings Corp. 2012 Stock Incentive Plan (the "2012 Plan"). 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 of $82.50 to the fair market value on the exercise date, although the stock price at exercise is limited to a maximum value of $130.00.

On February 21, 2014, the Company also granted 284,723 RSUs to executive officers and certain employees of the Company pursuant to the 2012 Plan and 3,365 phantom stock units ("PSUs") to certain other employees of the Company. Each PSU entitles the grantee to receive a cash payment upon vesting equal to the fair market value on the vesting date of one share of the Company's common stock.

In addition, on February 21, 2014, the Company granted 46,949 performance stock units ("Performance Units") to executive officers. The number of Performance Units that will be earned will be based on the Company's achievement of total shareholder return ("TSR") over a three-year period relative to automotive parts companies within the Russell 3000 Index, and the number of units can vary from 0% to 150% of the target award amount. The three-year performance period ends on December 31, 2016, and any Performance Units earned will be settled in shares of the Company's common stock.

As of March 28, 2014, the Company had 3,344,533 shares of Common Stock available for issuance under the 2012 Plan. In addition, 374,447 stock options, 3,656,985 SSARs, 688,853 nonvested RSUs, 16,000 nonvested PSUs and 46,949 nonvested Performance Units were outstanding as of March 28, 2014. All of the SSARs and stock options have an 8-year term and vest ratably over three years, substantially all of the RSUs vest ratably over three years and a majority of the phantom stock units cliff vest after three years. As a result of changes to retirement provisions in the equity award agreements beginning in 2013, the Company applies a non-substantive vesting period approach for certain of the awards granted in 2014 and 2013 whereby expense is accelerated for those employees who receive awards and are eligible to retire prior to the award vesting.

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.

As of March 28, 2014, the Company had reserves for environmental matters of $74 million. In addition, the Company has established a receivable for a portion of this environmental liability as a result of its right to indemnification for 50% of any environmental liabilities associated with the operation or ownership of the Company's automotive business existing at or prior to March 2003. The Company believes any liability, in excess of amounts accrued in its financial statements, 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 expenditures for aspects of certain matters for which there is insufficient information. In addition, the Company cannot predict the effect on the Company's financial statements of compliance with environmental laws and regulations with respect to unknown environmental matters 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 the Company's product warranty liability, see the description of "Warranties" 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 statements. 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 contingencies will not have a material effect on the Company's financial statements as a whole.

Antitrust authorities, including those in the United States and Europe, are investigating possible violations of competition (antitrust) laws by automotive parts suppliers (referred to herein as the "Antitrust Investigations"). The U.S. Department of Justice ("DOJ") initiated an investigation into the Company's Occupant Safety Systems business in June 2011, which was concluded in 2012 when the court approved a plea agreement between one of the Company's German subsidiaries and the DOJ. Also in June 2011, the European Commission initiated an Antitrust Investigation which includes the Company, among others, and which is ongoing. While the duration and outcome of the European Commission's investigation is uncertain, a determination that the Company has violated European competition (antitrust) laws could result in significant penalties which could have a material adverse effect on its financial condition, results of operations and cash flows, as well as its reputation. While the Company cannot estimate the ultimate financial impact resulting from the European investigation,

it will continue to evaluate developments in this matter on a regular basis and will record an accrual as and when appropriate.

The Company's policy is to comply with all laws and regulations, including all antitrust and competition laws. The Company is cooperating fully with the competition authorities in the context of their ongoing investigations.

The Company has been named as a defendant in purported class action lawsuits filed on various dates from June 2012 through July 2013, which are pending in the United States District Court for the Eastern District of Michigan and in various courts in Canada on behalf of direct purchasers, vehicle purchasers, lessors and dealers, alleging that the Company and certain of its competitors conspired to fix and raise prices for Occupant Safety Systems products. The Company intends to defend these cases vigorously. Management believes that the ultimate resolution of these cases will not have a material adverse effect on the Company's financial condition, results of operations or cash flows.

	Three Months Ended

	March 28, 2014			March 29, 2013
	(Dollars in millions)
Sales to external customers:
Chassis Systems	$	2,871		$	2,725
Occupant Safety Systems		865			844
Electronics		219			162
Automotive Components		487			482


Total sales to external customers	$	4,442		$	4,213




Intersegment sales:
Chassis Systems	$	3		$	4
Occupant Safety Systems		37			33
Electronics		149			130
Automotive Components		19			18


Total intersegment sales	$	208		$	185




Total segment sales:
Chassis Systems	$	2,874		$	2,729
Occupant Safety Systems		902			877
Electronics		368			292
Automotive Components		506			500


Total segment sales	$	4,650		$	4,398




Earnings before taxes:
Chassis Systems	$	192		$	166
Occupant Safety Systems		65			32
Electronics		36			26
Automotive Components		43			45


Segment earnings before taxes		336			269
Corporate expense and other		(28	)		(15	)
Financing costs		(31	)		(30	)
Net earnings attributable to noncontrolling interest, net of tax		10			11


Earnings before income taxes	$	287		$	235

See Note 10 for a summary of restructuring charges and asset impairments by segment.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the U.S. Securities and Exchange Commission on February 14, 2014 (our "2013 Annual Report") and the other information included herein. Our discussion of trends and conditions, in particular, supplements and updates such discussion included in our 2013 Annual Report. References in this quarterly report on Form 10-Q (this "Report") to "we," "our," or the "Company" refer to TRW Automotive Holdings Corp., together with its subsidiaries.

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 aftermarkets. Our operations primarily encompass the design, manufacture and sale of active and passive safety related products and systems, 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 approximately 83% of our end-customer sales in 2013 made to major OEMs. Of our 2013 sales, approximately 41% were in Europe, 36% were in North America, 19% were in Asia, and 4% were in the rest of the world.

Our business and operating results are directly affected by the relative strength of the global automotive industry, which tends to be driven by macroeconomic factors such as gross domestic product growth, consumer confidence, fluctuating commodity, currency and fuel prices and regulatory/governmental initiatives. The primary trends and market conditions impacting our business in 2014 include:

During the first quarter of 2014, we continued to focus on improving the strength, flexibility, and cost efficiency of our capital structure, resulting in outstanding debt of $1.9 billion and a cash balance of $811 million at March 28, 2014. On March 15, 2014, our 6.375% Senior Notes and 7.00% Senior Notes matured and we repaid the outstanding principal amount totaling $469 million. Additionally, during the first quarter, we increased our borrowings under short-term uncommitted credit lines by $242 million.

As market conditions warrant, we 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, or we may redeem such debt securities.

In connection with our publicly announced share repurchase programs, during the three months ended March 28, 2014, we utilized $400 million of cash on hand and initially received approximately 3.9 million shares of common stock under an accelerated share repurchase ("ASR") program that is expected to be completed by the end of the third quarter of 2014.

See "LIQUIDITY AND CAPITAL RESOURCES" below, Part II, Item 2 (c), "Issuer repurchases of equity securities," of this Report and Note 9 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for further information.

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

	Three Months Ended

	March 28, 2014			March 29, 2013			Variance
	(Dollars in millions)
Sales	$	4,442		$	4,213		$	229
Cost of sales		3,942			3,786			156


Gross profit		500			427			73
Administrative and selling expenses		166			141			25
Restructuring charges and asset impairments		20			37			(17	)
Other expense (income)—net		6			(4	)		10


Operating income		308			253			55
Interest expense—net		31			30			1
Equity in earnings of affiliates, net of tax		(10	)		(12	)		2


Earnings before income taxes		287			235			52
Income tax expense		78			62			16


Net earnings		209			173			36
Less: Net earnings attributable to noncontrolling interest, net of tax		10			11			(1	)


Net earnings attributable to TRW	$	199		$	162		$	37

Changes in both vehicle production levels and our sales, by major geographic region, as compared to the prior year quarter are presented below:

Comparison of the Three Months Ended March 28, 2014 to the Three Months Ended March 29, 2013

Sales increased by $229 million, or 5%, for the three months ended March 28, 2014 compared to the three months ended March 29, 2013. The increase in sales was driven by higher production volume primarily in North America, Europe and China, and increased demand for our active and passive safety products, together totaling $311 million, and the favorable impact of foreign currency exchange of $48 million, partially offset by lower sales of $130 million as a result of exiting certain of our brake component and modules businesses in North America, which ceased during the first quarter of 2014.

For the three months ended March 28, 2014, the increase in TRW sales in North America was less than the increase in vehicle production primarily due to exiting certain of our brake component and modules businesses in North America during the quarter. In Europe, sales were positively impacted by foreign currency exchange. Excluding the impact of foreign currency exchange, sales increased 5% in Europe, which was less than the vehicle production increase in this region, primarily due to the mix of platforms and products sold. In the Rest of World, the foreign-exchange adjusted increase in our sales was higher than the industry production increase due to a favorable concentration of customers and increased demand for our safety products.

Cost of sales increased by $156 million, or 4%, for the three months ended March 28, 2014 compared to the three months ended March 29, 2013. The increase was driven primarily by additional costs associated with increased volume (net of cost reductions) of $221 million, as well as the unfavorable impact of foreign currency exchange of $45 million, partially offset by lower cost of sales of $110 million related to exiting certain of our brake component and modules businesses in North America.

Gross profit, as a percentage of sales, for the three months ended March 28, 2014 was 11.3% compared to 10.1% for the three months ended March 29, 2013. This margin improvement was primarily driven by the favorable profit impact of additional volume, as well as cost reductions.

Gross profit increased by $73 million for the three months ended March 28, 2014 compared to the three months ended March 29, 2013. This increase was primarily driven by the favorable impact of higher volume (net of a higher proportion of lower margin business) of $78 million, increased cost reductions in excess of non-commodity inflation, engineering, salary and other costs of $12 million, and the favorable impact of foreign currency exchange of $3 million, partially offset by the reduction in profit as a result of exiting certain of our brake component and modules businesses in North America of $20 million.

Administrative and selling expenses, as a percentage of sales, were 3.7% for the three months ended March 28, 2014 compared to 3.3% for the three months ended March 29, 2013. The increase of $25 million was primarily driven by the unfavorable impact of higher salary and other compensation costs of $17 million, increased non-commodity inflation and other costs of $6 million, and the unfavorable impact of foreign currency exchange of $2 million.

Restructuring charges and asset impairments were $20 million for the three months ended March 28, 2014 compared to $37 million for the three months ended March 29, 2013. This decrease was driven by lower severance and other charges of $29 million, partially offset by higher asset impairments of $12 million.

Other expense (income)—net changed by $10 million for the three months ended March 28, 2014 compared to the three months ended March 29, 2013. This increase in expense was primarily due to foreign currency losses.

Income tax expense for the three months ended March 28, 2014 was $78 million on pre-tax earnings of $287 million compared to an income tax expense of $62 million on pre-tax earnings of $235 million for the three months ended March 29, 2013.

Comparison of the Three Months Ended March 28, 2014 to the Three Months Ended March 29, 2013.

	Three Months Ended									Variance Drivers:

	March 28, 2014			March 29, 2013			Variance			Volume and Other		Foreign Currency
	(Dollars in millions)
Chassis Systems	$	2,874		$	2,729		$	145		$	129	$	16
Occupant Safety Systems		902			877			25			2		23
Electronics		368			292			76			71		5
Automotive Components		506			500			6			1		5


Segment Sales		4,650			4,398			252			203		49
Intersegment eliminations		(208	)		(185	)		(23	)


Total sales	$	4,442		$	4,213		$	229

	Three Months Ended									Variance Components:					Variance Drivers:

	March 28, 2014			March 29, 2013			Variance			Material Cost			Labor and Other Costs		Volume and Inflation			Foreign Currency		Other
	(Dollars in millions)
Chassis Systems	$	2,586		$	2,486		$	100		$	83		$	17	$	190		$	20	$	(110	)
Occupant Safety Systems		819			803			16			11			5		(2	)		18		—
Electronics		327			263			64			51			13		59			5		—
Automotive Components		445			445			—			(2	)		2		(5	)		5		—


Segment cost of sales before intersegment eliminations		4,177			3,997			180			143			37		242			48		(110	)
Intersegment eliminations		(208	)		(185	)		(23	)


Segment cost of sales	$	3,969		$	3,812		$	157

	Three Months Ended									Variance Drivers:

	March 28, 2014			March 29, 2013			Variance			Volume		Foreign Currency			Cost (Increases)/ Reductions			Restructuring			Other
	(Dollars in millions)
Chassis Systems	$	192		$	166		$	26		$	52	$	(12	)	$	8		$	(3	)	$	(19	)
Occupant Safety Systems		65			32			33			10		6			19			27			(29	)
Electronics		36			26			10			14		1			(5	)		—			—
Automotive Components		43			45			(2	)		1		(1	)		5			(7	)		—


Segment earnings before taxes		336			269			67			77		(6	)		27			17			(48	)
Corporate expense and other		(28	)		(15	)		(13	)
Financing costs		(31	)		(30	)		(1	)
Net earnings attributable to noncontrolling interest, net of tax		10			11			(1	)


Earnings before income taxes	$	287		$	235		$	52

On an annual basis, our primary source of liquidity is 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 other credit facilities, subject to certain conditions. We continuously monitor 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 depend on the financial position of our customers and suppliers, and on industry conditions.

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 postretirement benefits other than pensions, and debt service requirements. In addition, we have been using available funds to reduce debt and to repurchase shares of our common stock under our board approved share repurchase programs. 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 may be affected by general economic, industry specific, financial market, competitive, legislative and regulatory factors, including developments related to the ongoing Antitrust Investigations.

As of March 28, 2014, the amount of cash and cash equivalents held by foreign subsidiaries was $777 million. If these funds were repatriated to the U.S., we would be required to provide for U.S. federal and state income tax, foreign income tax, and foreign withholding taxes. We have already provided for such taxes on a significant portion of this cash and cash equivalents that are not deemed to be permanently reinvested. However, for the entities that hold the remainder of such cash and cash equivalents, we have not provided for such taxes as it is our intention that those funds are permanently reinvested outside the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

Operating Activities. Cash used in operating activities for the three months ended March 28, 2014 was $183 million compared to $178 million for the three months ended March 29, 2013. This slightly increased use between the two periods was primarily the result of higher cash paid for taxes of $22 million, increased working capital requirements of $16 million, higher outflows for other liabilities primarily relating to customer pricing, warranty and recall matters of $16 million, partially offset by higher cash earnings and lower outflows for restructuring and other severance-related payments of $20 million.

Investing Activities. Cash used in investing activities for capital expenditures for the three months ended March 28, 2014 was $105 million compared to $104 million for the three months ended March 29, 2013. These capital expenditures were primarily related to investing in new facilities, 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 between $730 and $750 million during 2014 on capital expenditures as we continue to invest in our strategic priorities and growth.

Financing Activities. Cash used in financing activities was $631 million for the three months ended March 28, 2014, compared to cash provided by financing activities of $422 million for the three months ended March 29, 2013.

During the three months ended March 28, 2014, we repaid the outstanding principal balance of $469 million upon maturity on our 6.375% Senior Notes and 7.00% Senior Notes. We also increased our short-term borrowings by $242 million. Additionally, we used $400 million of cash on hand and initially received approximately 3.9 million shares of our common stock under an accelerated share repurchase agreement. Also, during the three months ended March 28, 2014, certain of our subsidiaries paid $3 million of dividends to noncontrolling stockholders.

Our Eighth Amended and Restated Credit Agreement dated September 28, 2012 (the "Eighth Credit Agreement") provides for senior credit facilities consisting of (i) a revolving credit facility in the amount of $1.4 billion which matures in September 2017, subject to certain conditions (the "Revolving Credit Facility"), and (ii) additional availability which may be used in the future for one or more term loans or additional revolving facilities (together with the Revolving Credit Facility, the "Facilities"). As of March 28, 2014, we had no outstanding borrowings under our Revolving Credit Facility, resulting in $1.4 billion of availability. See "—Senior Credit Facilities" in Note 9 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for a description of our Revolving Credit Facility.

As of March 28, 2014, our subsidiaries in the United States, European region and Asia Pacific region also had various uncommitted credit facilities with individual banks, of which $309 million, $193 million and $127 million, respectively, was unutilized.

We may draw down on and use proceeds from any of these credit facilities, including our Revolving Credit Facility, from month to month in conjunction with available cash on hand in order to fund normal working capital needs. For example, as of March 28, 2014, we had short-term borrowings under uncommitted credit facilities totaling $397 million, while during the quarter we had up to $500 million, in aggregate, outstanding under these credit facilities.

The Eighth Credit Agreement governs our Facilities and 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 restrict, among other things and subject to certain exceptions, the ability to incur additional indebtedness, repay or repurchase other indebtedness, repurchase capital stock and pay cash

dividends on our common stock. As of March 28, 2014, we were in compliance with all of our financial covenants. Such covenants are described in more detail in Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

During the three months ended March 28, 2014, there have been no material changes outside the ordinary course of our business to the contractual obligations previously disclosed in "—Contractual Obligations and Commitments" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

We do not have material off-balance sheet arrangements. 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.

The information concerning the ongoing antitrust matters and other contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 13 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report is incorporated herein by reference.

There were no new accounting pronouncements adopted or issued during the three month period ended March 28, 2014 that have had or are expected to have a material impact on our financial statements.

There have been no significant changes in our critical accounting estimates during the three months ended March 28, 2014.

We expect full year 2014 sales to be in the range of $17.4 billion to $17.7 billion, including second quarter sales of approximately $4.5 billion. These sales figures are based on expected 2014 production levels of 16.8 million units in North America, 19.6 million units in Europe, continued expansion in vehicle production volumes in China, and our expectations for foreign currency exchange rates.

In general, we expect global production levels to increase slightly in 2014 compared to 2013. In North America, the industry recovery continues although the pace of growth is moderating. Production levels for the Detroit Three (defined as Chrysler Group LLC, Ford Motor Company, and General Motors Company, combined), are expected to lag behind the production levels for the region for the remainder of 2014. In general, our financial results are more closely correlated to the production by the Detroit Three given our higher sales content to these manufacturers compared to other manufacturers. In Europe, while we expect the economic recovery to progress, production levels are expected to be relatively flat on a year-over-year basis for the remainder of the year. Further, the geopolitical tension may impact the economic stabilization and production levels in this region. Growth in China is expected to continue at a moderate pace in 2014. Considering the expected long-term growth within this region, we continue to invest appropriate levels of capital, engineering and infrastructure to underpin our expansion and position us to benefit from these growth opportunities.

We continue to evaluate our global footprint to ensure that we are properly configured and sized based on changing market conditions and the production plans of our customers. We will continue to assess our cost base primarily in Europe, and in 2014, we intend to continue our restructuring efforts, including plant rationalizations, targeted workforce reductions and adjustments to certain of our fixed costs, to align our operations with the existing environment. As a result, we expect to incur restructuring charges of approximately $55 million in 2014. We believe these efforts are necessary actions in order to preserve our competitiveness and will provide lasting benefit over the long term.

While we expect net commodity inflation to be immaterial in 2014, we will continue to monitor commodity costs and work with our suppliers and customers to manage changes in such costs as required.

We continue to monitor the Tier 2 and Tier 3 supply base and its ability to perform as expected as it faces additional financial and operational challenges in the current environment due to variable production levels and overall economic concerns. The inability of any major supplier to meet its commitments could negatively impact us either directly or by negatively affecting our customers. We pursue alternate sources of supply where necessary and practicable.

The Antitrust Investigation by the European Commission is ongoing. While we cannot estimate the ultimate financial impact of the European investigation at this time, we will continue to evaluate developments in this matter on a regular basis and will record an accrual as and when appropriate.

Despite the various challenges that the automotive industry faces, we are confident that we will manage through them successfully. We believe that our growth prospects, strong balance sheet, ability to generate cash and our broad array of innovative products provide a firm foundation for continued profitability.

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 the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2013 under "Item 1A. Risk Factors," including: economic conditions adversely affecting our business, results or the viability of our supply base; risks associated with non-U.S. operations, including economic and political uncertainty in some regions, adversely affecting our business, results or financial condition; the unsuccessful implementation of our current expansion efforts adversely impacting our business or results; any developments related to antitrust investigations adversely affecting our financial condition, results, cash flows or reputation; pricing pressures from our customers adversely affecting our profitability; global competition adversely affecting our sales, profitability or financial condition; any disruption in our information technology systems adversely impacting our business and operations; any

shortage of supplies causing a production disruption for any customers or us; the loss of any of our largest customers or a significant amount of their business, or a significant decline in their production levels, adversely affecting us; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; our contingent liabilities and tax matters causing us to incur losses or costs; any inability to protect our intellectual property rights adversely affecting our business or our competitive position; commodity inflationary pressures adversely affecting our profitability or supply base; costs or adverse effects on our business, reputation or results from governmental regulations; work stoppages or other labor issues at our facilities or those of our customers or others in our supply chain adversely affecting our business, results or financial condition; any increase in the expense of our pension and other postretirement benefits or the funding requirements of our pension plans reducing our profitability; and other risks and uncertainties set forth in our Annual Report on Form 10-K, in "—Executive Overview" above 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 do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.

There have been no material changes to the quantitative and qualitative information about the Company's market risk from those previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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 March 28, 2014, 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 is recorded, processed, summarized and reported within the specified time periods and is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There was no change in the Company's internal controls over financial reporting that occurred during the first fiscal quarter of 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The information concerning the ongoing antitrust matters and other legal proceedings involving the Company contained in Note 13 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report is incorporated herein by reference.

There have been no material changes in the Company's risk factors from those previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

The Company has two share repurchase programs in place, consisting of a $2 billion program that extends through December 31, 2016 (the "$2 Billion Program"), and a program that is intended to offset, on an ongoing basis, the dilution created by the Company's stock incentive plan for up to 1.5 million shares in 2014 and each subsequent year (the "Anti-Dilution Program").

In the first quarter of 2014, the Company entered into an accelerated share repurchase ("ASR") agreement with a third party financial institution to repurchase its common stock using cash on hand. Pursuant to the ASR agreement, the Company made an up-front payment of $400 million and received an initial delivery of approximately 3.9 million shares in the first quarter. The total number of shares to be ultimately delivered, and therefore the average price paid per share, will be determined at the end of the repurchase period based on the volume weighted average price of the Company's common stock during that period. The ASR agreement is expected to be completed by the end of the third quarter of 2014.

The following table summarizes information relating to purchases of the Company's common stock made by or on behalf of the Company during the first quarter of 2014, including the up-front payment made and initial shares received pursuant to the ASR agreement discussed above.

Period(a)		Average Price Paid Per Share(c)				Max. Number of Shares (or Approx. Dollar Value) that May Yet Be Purchased Under the Plans or Programs(d)

January 1, 2014 to January 31, 2014	—	$	—		—	$	1,409,496,202
February 1, 2014 to February 28, 2014	—		—		—		1,409,496,202
March 1, 2014 to March 28, 2014(e)	3,887,269		82.32		3,887,269		1,132,445,202


Total	3,887,269	$	82.32	(e)	3,887,269	$	1,132,445,202

(d): The dollar values in this column reflect the approximate dollar value of shares that may yet be purchased under the $2 Billion Program. During the first quarter of 2014, the Company reached its 2014 board-authorized limit under the Anti-Dilution Program; however, additional shares may be purchased under the Anti-Dilution Program in 2015 and subsequent years.
(e): Under the ASR agreement, the Company paid $400 million and received an initial delivery of approximately 3.9 million shares of its common stock in the first quarter of 2014. The average price paid per share reflected in the table is based upon the then-current market price of the shares on the date the ASR agreement was executed. The total number of shares to be ultimately delivered, and therefore the average price paid per share, will be determined at the end of the repurchase period based on the volume weighted average price of the Company's common stock during that period, less a discount.

Additional information regarding our share repurchase programs can be found in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

		Exhibit Name

3.1		Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003)

3.2		Fourth Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed February 14, 2014)

10.1		Form of Executive Officer Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 14, 2014)

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

31(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

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

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

101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document

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


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 2014
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .


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



PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	36
Item 6.	Exhibits	36
Signatures		37

	As of

	March 28, 2014		December 31, 2013
	(Dollars in millions)
Finished products and work in process	$	511	$	499
Raw materials and supplies		555		520


Total inventories	$	1,066	$	1,019

	As of March 28, 2014							As of December 31, 2013

	Gross Amounts Recognized		Gross Amounts Offset			Net Amounts Reported		Gross Amounts Recognized		Gross Amounts Offset			Net Amounts Reported
	(Dollars in millions)
Derivative Assets:
Foreign Currency	$	35	$	(32	)	$	3	$	42	$	(36	)	$	6
Derivative Liabilities:
Foreign Currency		48		(32	)		16		50		(36	)		14


Delaware (State or other jurisdiction of incorporation or organization)		81-0597059 (I.R.S. Employer Identification Number)

	Chassis Systems Segment			Occupant Safety Systems Segment		Electronics Segment		Automotive Components Segment		Total

	(Dollars in millions)
Balance as of December 31, 2013	$	1,071		$	541	$	148	$	—	$	1,760
Effects of foreign currency translation		(1	)		—		—		—		(1	)


Balance as of March 28, 2014	$	1,070		$	541	$	148	$	—	$	1,759

	Variance

	Vehicle Production(a)			TRW Sales
North America		6	%		(1	)%
Europe		7	%		9	%
Rest of World		4	%		9	%

	(Dollars in millions)

Cost of sales, three months ended March 29, 2013	$	3,786
Material		122
Labor and other		28
Depreciation and amortization		6


Cost of sales, three months ended March 28, 2014	$	3,942


	TRW Automotive Holdings Corp. (Registrant)
Date: April 29, 2014	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)