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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

Form 10-K

Commission file no. 001-31970

12025 Tech Center Drive

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

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

     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 o          No þ

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 an accelerated filer (as defined in Rule 12b-2 of the Act.)     Yes o          No þ

     As of June 27, 2003, the last day of the Registrant’s most recently completed second fiscal quarter, the Registrant’s common equity was not publicly traded. As of March 8, 2004, 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 $636,384,923.10. As of March 8, 2004, the number of shares outstanding of the registrant’s Common Stock was 98,914,266 shares.

Documents Incorporated By Reference

None

Website Access to Company Reports

     TRW Automotive Holdings Corp. Internet website address is www.trwauto.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 Exchange Act and our Audit Committee Charter 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.

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TRW AUTOMOTIVE HOLDINGS CORP.

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PART I

      All references in this report to “TRW Automotive,” the “Company,” “we,” “our” and “us” mean, unless the context indicates otherwise, (1) our predecessor, which is the former TRW Automotive Inc. (which we did not acquire and was renamed Richmond TAI Corp.) and its subsidiaries and the other subsidiaries, divisions and affiliates of TRW that together constituted the automotive business of TRW, for the periods prior to February 28, 2003, the date the Acquisition was consummated and (2) the successor and registrant, TRW Automotive Holdings Corp. and its subsidiaries, that own and operate the automotive business of TRW as a result of the Acquisition. In addition, when the context so requires, we use the term “Predecessor” to refer to the historical operations of our predecessor prior to the Acquisition and “Successor” to refer to our historical operations following the Acquisition and we use the terms “we,” “our” and “us” to refer to the Predecessor and the Successor collectively. The historical financial statements for the periods prior to the Acquisition and summaries thereof appearing in this report are those of our predecessor and represent the combined financial statements of TRW’s automotive business. Prior to the Acquisition, our predecessor operated as a segment of TRW, which was acquired by Northrop Grumman on December 11, 2002. Our predecessor’s 51% interest in the joint venture, TRW Koyo Steering Systems Company (“TKS”), was not transferred to us as part of the Acquisition.

      All references in this report to “pro forma” results of operations and other financial data mean pro forma for the Transactions which means, collectively, the Acquisition and the related financings described elsewhere in this report, including the subsequent refinancing of the senior secured credit facilities on July 22, 2003, without giving effect to the application of $46 million of cash that was used to permanently retire debt in conjunction with that refinancing.

      As a result of the Acquisition, Automotive Investors L.L.C., or AIL, an affiliate of Blackstone, held approximately 78.4%, an affiliate of Northrop Grumman held approximately 19.6% and our management group held approximately 2.0% of our common stock. On February 6, 2004, we completed an initial public

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      We have a broad and established global presence, with a workforce of approximately 60,800 employees and a network of manufacturing facilities, technical centers, sales offices and joint ventures located in every major vehicle-producing region of the world. We have 136 wholly owned manufacturing facilities and 21 joint-venture facilities in 22 countries. We sell to all the major VMs across the world’s major vehicle producing regions. Among our largest customers are Ford Motor Company, DaimlerChrysler AG, Volkswagen AG, General Motors Corporation and Renault-Nissan BV. Our geographic breakdown of sales is among the most diverse in the industry, with approximately 50% of our pro forma sales for 2003 derived from Europe, 41% from North America and 9% from the rest of the world. No single customer accounted for more than 19% of such sales, which, we believe, is among the lowest customer concentration levels of major global Tier-1 suppliers. In addition, our four largest customers together accounted for approximately 63% of such sales for the same period. We believe our diversified business limits our exposure to the risks of any one geographic economy, product line or major customer.

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      We conduct substantially all of our operations through our subsidiaries and along three operating segments (Chassis Systems, Occupant Safety Systems and Automotive Components). The following table summarizes our three operating segments and their principal product lines and their pro forma sales and segment profit before taxes for the years ended December 31, 2003 and 2002 and their actual sales and segment profit before taxes for the ten months ended December 31, 2003, the two months ended February 28, 2003, and the year ended December 31, 2002. The table also provides a reconciliation of segment profit before taxes to earnings (losses) before income taxes.

(1)	Pro forma amounts reflect the elimination of sales and profit before taxes of TKS, which was not transferred to us as part of the Acquisition, the elimination of the amortization of unrecognized pension and OPEB losses, pro forma interest expense based on our new capital structure, elimination of purchased in-process research and development expense, adjustments to depreciation and amortization to reflect fair value of fixed assets and certain intangibles, restatement of administrative and selling expenses on a stand alone basis and the elimination of the effects of an inventory write-up recorded as a result of the Acquisition. The inventory was sold during the seven months ended September 26, 2003. See “ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of pro forma adjustments.
(2)	See “ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 to the consolidated and combined financial statements for a discussion of segment profit before taxes.

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      Our 2003 pro forma sales by product line are as follows(1):

(1)	Our pro forma sales exclude sales of our predecessor company’s joint venture, TKS, which was not transferred to us as part of the Acquisition but include the sales of our former Canadian joint venture, Quality Safety Systems (“QSS”), through June 27, 2003 at which point it was sold.

      See Note 14 to our consolidated and combined financial statements included elsewhere in this report for additional product sector and geographical information.

Industry

      The automotive parts industry provides components, systems, subsystems and modules to VMs for the manufacture of new vehicles, as well as to the aftermarket for use as replacement parts. Historically, major vehicle manufacturers operated internal divisions to provide a wide range of component parts for their vehicles. More recently, vehicle manufacturers have moved towards a competitive sourcing process for automotive parts, including increased purchases from independent suppliers, as they seek lower-priced and/or higher-technology products. Demand for aftermarket products tends to increase when vehicle owners retain their vehicles longer, as these vehicles generally have a greater need for repair.

      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.

      Industry Trends. The following key trends have been affecting the automotive parts industry over the past several years:

	•	Consumer and Regulatory Focus on Safety. Consumers, and therefore VMs, are increasingly focused on, and governments are increasingly requiring, improved safety in vehicles. For example, on October 29, 2003, Honda announced that substantially all Honda and Acura vehicles will be equipped with side air bags, side curtain air bags and ABS as standard equipment before the end of 2006. Honda also announced that all Honda and Acura SUVs and minivans would be equipped with vehicle stability control systems and rollover sensors for side curtain air bags before the end of 2006. 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 this trend. Such innovations include electronic vehicle stability control systems, tire pressure monitoring systems, occupant sensing systems, rollover sensing and curtain air bag systems.

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A further example of this is the December 4, 2003 announcement by the Alliance of Automobile Manufacturers and the Insurance Institute for Highway Safety of a new voluntary industry safety commitment to meet new performance criteria designed to enhance occupant protection in front- and side-impact crashes. The announcement indicated that the new performance criteria would 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 air bags, air bag curtains and revised side-impact structures. By September 1, 2007, at least 50% of all vehicles offered in the United States by participating manufacturers are expected to meet the front-to-side performance criteria, and by September 2009, 100% of the vehicles of participating manufacturers are expected to meet the criteria.

	•	Globalization of Suppliers. To serve multiple markets more cost effectively, many VMs 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 VMs produce global platforms enables suppliers to meet VMs’ needs more economically and efficiently. Few suppliers have this global coverage, and it is a source of significant competitive advantage for those suppliers that do.
	•	Shift of Engineering to Suppliers. Increasingly, VMs are focusing their efforts on consumer brand development and overall vehicle design, as opposed to the design of individual vehicle systems. In order to simplify the vehicle design and assembly processes and reduce their costs, VMs increasingly look to their suppliers to provide fully engineered, combinations of components in systems and modules rather than individual components. Systems and modules increase the importance of Tier-1 suppliers because they generally increase the Tier-1 suppliers’ percentage of vehicle content.
	•	Increased Electronic Content and Electronics Integration. The electronic content of vehicles has been increasing and, we believe, will continue to increase in the future. The increase in electronic content is largely driven by 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. Electronics integration, which generally refers to replacing mechanical with electronic components and integration of mechanical and electrical functions within the vehicle, allows VMs 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, active cruise control, air bags, keyless entry and tire pressure monitoring, we believe that electronic content per vehicle will continue to increase.
	•	Increased Emphasis on Speed-to-Market. As VMs 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 VMs in a timely fashion to accommodate the VMs’ needs will be well positioned to succeed in this evolving marketplace.
	•	Ongoing Automotive Supplier Consolidation. The worldwide automotive parts industry is consolidating as suppliers seek to achieve operating synergies through business combinations, shift production to locations with more flexible work rules and practices, acquire complementary technologies, build stronger customer relationships and follow their customers as they expand globally. The need for suppliers to provide VMs with single-point sourcing of integrated systems and modules on a global basis has helped drive industry consolidation. Furthermore, the cost focus of most major VMs has forced suppliers to reduce costs and improve productivity on an ongoing basis, including achieving economies of scale and consolidation.

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Products and Competition

      The automotive parts industry is extremely competitive. VMs 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 leading automotive suppliers on all of these criteria. For example, we generally follow manufacturing practices designed to improve efficiency, including but not limited to, one-piece-flow machining and assembly, and level and just-in-time scheduling of our manufacturing plants, all of which enable us to manage inventory so that we can deliver components and systems to our customers in the quantities and at the times ordered. Our resulting delivery performance, as measured by our customers, generally meets or exceeds our customers’ expectations. Within each of our product segments, we face significant competition. Our principal competitors include Delphi, Bosch, Conti-Teves, Visteon, Koyo Seiko, ZF, and Advics in the Chassis Systems segment; Autoliv, Delphi, Key Safety, Takata, and Bosch in the Occupant Safety Systems segment; and ITW, Raymond, Nifco, Textron, Kostal, Delphi, Valeo, Tokai Riki and Eaton in the Automotive Components segment.

      The following discussion describes each of our operating segments, as well as the major product groups within each segment.

      Chassis Systems. Our Chassis Systems segment focuses on the design, manufacture and sale of product lines relating to steering, foundation brakes, brake control, modules and suspension. Chassis Systems accounted for approximately $6.5 billion, or 57.4% of our total pro forma sales and $265 million, or 38.6%, of our pro forma segment profit before taxes for the year ended December 31, 2003 and approximately $5.8 billion, or 56.2%, of our total pro forma sales and $283 million, or 45.3% of our pro forma segment profit before taxes for the year ended December 31, 2002.

      We believe our Chassis Systems segment is well positioned to capitalize on growth trends toward 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.

      The following table describes the principal product lines in order of 2003 sales in our Chassis Systems segment:

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      We sell our Chassis Systems products primarily to VMs and other Tier-1 suppliers. We also sell these products to VM service organizations and in the independent aftermarket, through a licensee in North America, and in the rest of the world, to independent distributors.

      Occupant Safety Systems. Our Occupant Safety Systems segment focuses on the design, manufacture and sale of air bags, seat belts, safety electronics, steering wheels and security electronic systems. Occupant Safety Systems accounted for approximately $3.3 billion, or 29.2%, of our total pro forma sales and $301 million, or 43.9%, of our pro forma segment profit before taxes for year ended December 31, 2003 and approximately $3.1 billion, or 30.3% of our total pro forma sales and $212 million, or 33.9%, of our pro forma segment profit before taxes for year ended December 31, 2002.

      We believe our Occupant Safety Systems segment is well positioned to capitalize on growth trends toward increasing passive safety systems, particularly in the areas of side and curtain air bag systems, occupant sensing systems, active seat belt pretensioning and retractor systems, and tire pressure monitoring systems.

      The following table describes the principal product lines in order of 2003 sales in our Occupant Safety Systems segment:

      We sell our Occupant Safety Systems products primarily to VMs and also to other Tier-1 suppliers. We also sell these products to VM service organizations for service parts.

      Automotive Components. Our Automotive Components segment focuses on the design, manufacture and sale of body controls, engine valves and engineered fasteners and components. Automotive Components segment accounted for approximately $1.5 billion, or 13.4%, of our total pro forma sales and $120 million, or 17.5%, of our pro forma segment profit before taxes for the year ended December 31, 2003 and approximately $1.4 billion, or 13.6% of our total pro forma sales and approximately $130 million, or 20.8%, of our pro forma segment profit before taxes for the year ended December 31, 2002.

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      We believe our Automotive Components segment is well positioned to capitalize on growth trends toward multi-valve engines and increasing electronic content per vehicle. The following table describes in order of 2003 sales our principal product lines in our Automotive Components segment:

      We sell our Automotive Components products primarily to VMs and also to other Tier-1 suppliers. We also sell these products to VM service organizations. In addition, we sell some engine valve and body control products to independent distributors for the automotive aftermarket.

Joint Ventures

      Joint ventures represent an important part of our business, both operationally and strategically. We have often used joint ventures to enter into new geographic markets such as China, Korea and India, or to acquire new customers or to develop new technologies such as electro-hydraulic steering pumps and radar sensors.

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

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      The following table shows our joint ventures in which we have a 49% or greater interest:

(1)	These entities are not consolidated in our financial statements.
(2)	On June 27, 2003, we sold our 60% partnership interest in QSS, a Canadian joint venture, to Tokai Rika Canada Limited, an affiliate of Tokai Rika Co., Ltd. of Japan, our former partner in QSS. QSS had sales of approximately $61 million during our period of ownership in 2003 and manufactured seat belt systems.

	Our partnership interest in TKS, in which we had a 51% interest, was not transferred to us as part of the Acquisition. TKS had sales of $43 million for the two months ended February 28, 2003 and produced steering gears. Therefore, while our predecessor company’s historical financial statements include the results of TKS, our pro forma financial data reflects the elimination of the results of TKS.

(3)	Formerly named FAW Kelsey-Hayes Automobile Chassis Systems, Co., Ltd.
(4)	We formed this joint venture in February, 2004.

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(5)	In September 2003, we formed EnTire Solutions, LLC with Group Michelin in order to develop, promote, market, sell and provide field support for direct tire pressure monitoring systems.

Customers

      We sell to all the major VM customers across the world’s entire major vehicle producing regions. Among our largest customers are Ford Motor Company, DaimlerChrysler AG, Volkswagen AG, General Motors Corporation and Renault-Nissan BV. We believe that, among major automotive parts suppliers, the breadth of our customer mix is among the industry leaders. Our long-standing relationships with our customers have enabled us to understand global customer 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 and our product and technology innovations. The chart below indicates our ten largest customers by VM group, the VMs within each group and the percentage of our pro forma sales for the year ended December 31, 2003, represented by each of these VM groups.

(1)	Our pro forma sales for the year ended December 31, 2003 exclude sales of TKS but include sales of QSS through June 27, 2003 at which time it was sold. Both TKS and QSS sales were primarily to Toyota.

      We also sell products to the global aftermarket as replacement parts for current production and older vehicles. For the year ended December 31, 2003, our pro forma sales to the aftermarket represented approximately 7% of our total sales. We sell these products through both VM 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 and satisfaction. 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 and joint ventures.

      Our sales and marketing organization and activities are designed to create overall awareness and consideration of, and to increase purchases of, our systems, modules and components. To further this objective, we participate in international trade shows in Paris, Frankfurt and Detroit. We also provide on-site technology demonstrations at our major VM customers on a regular basis.

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Customer Support

      Our engineering, sales and production facilities are located in 22 countries. With approximately 500 dedicated sales/customer development employees, we provide effective customer solutions, products and service in any region in which these facilities operate or manufacture.

Intellectual Property

      We own significant 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” (which has been transferred to us as part of the Acquisition) as material to our business as a whole. Our general policy is to apply for patents on an ongoing basis in the United States, Germany and appropriate other countries to protect our patentable developments.

      Our patent portfolio of nearly 10,000 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 several hundred technology license agreements that either strategically exploit our intellectual property rights or provide a conduit for us into third party intellectual property rights useful in our businesses. In many of these agreements, we license technology to our suppliers, joint venture companies and other local manufacturers in support of product production for us and our customers. In other agreements, we license the technology to other companies to obtain royalty income.

      We own a number of secondary trade names and marks applicable to certain of our businesses and products that we view as important to such businesses and products as well.

      As part of the Acquisition, we have entered into intellectual property license agreements with TRW. These agreements are described under “Certain relationships and related transactions.”

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 a portion of August and one week in December. In addition, third quarter automotive production traditionally is lower as new models enter production. Accordingly, our third and fourth quarter results may reflect these trends.

Research and Development

      We operate a global network of technical centers worldwide where we employ approximately 4,200 engineers, researchers, designers, technicians and their supporting functions. This global network allows us to develop automotive active and passive 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 components and systems in our chassis, occupant safety and automotive component product areas. We are disciplined 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 outsourcing non-core activities.

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      Company-funded research and development costs totaled:

	•	$137 million for the ten months ended December 31, 2003;
	•	$27 million for the two months ended February 28, 2003;
	•	$151 million for the year ended December 31, 2002; and
	•	$131 million for the year ended December 31, 2001.

      We believe that continued research and development 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.

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, leather and wood. All of these components and raw materials are available from numerous sources. We have recently seen significant inflationary pressures in the ferrous metals markets. At this time, we are working with our suppliers and customers to attempt to mitigate the impact that this inflation may have on our financial results, but there can be no assurance that this will not have a material adverse effect. We have not, in recent years, experienced any significant shortages of manufactured components or raw materials and normally do not carry inventories of these items in excess of those reasonably required to meet our production and shipping schedule.

Employees

      As of December 31, 2003, we had approximately 60,800 employees (including employees of our majority owned joint ventures but excluding temporary employees and employees who are on approved forms of leave), of whom approximately 22,300 were employed in North America, approximately 32,000 were employed in Europe, approximately 3,900 were employed in South America and approximately 2,600 were employed in Asia. Approximately 16,000 of our employees are salaried and approximately 44,800 are hourly. As of December 31, 2003, approximately 21% of our United States workforce and approximately 72% of our hourly workforce outside of the United States were represented by 39 unions. We consider relations with our employees to be good.

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 us and our operations. 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.

      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. At December 31, 2003, we had reserves for environmental matters of $90 million.

      We do not believe that compliance with environmental protection laws and regulations will have a material effect upon our capital expenditures, results of operations or competitive position. Our capital expenditures for environmental control facilities during 2004 and 2005 are not expected to be material to us.

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      Our principal executive offices are located in Livonia, Michigan. Our operations include numerous manufacturing, research and development and warehousing facilities and offices. We own or lease principal facilities located in 18 states in the United States and in 21 other countries as follows: Austria, Brazil, Canada, China, the Czech Republic, France, Germany, Italy, Japan, Malaysia, Mexico, Poland, Portugal, Singapore, South Africa, South Korea, Spain, Sweden, Thailand, Turkey, and the United Kingdom. Approximately 57% of our principal facilities are used by the Chassis Systems segment, 18% by the Occupant Safety Systems segment and 25% by the Automotive Components segment. Our corporate headquarters are contained within the Chassis Systems numbers below.

      Of the total number of principal facilities operated by us, approximately 58% of such facilities are owned, 37% are leased, and 5% are held by joint ventures in which we have a majority interest.

      A summary of our principal facilities, by segment, type of facility and geographic region, as of March 8, 2004 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

Occupant Safety Systems

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Automotive Components

      Various claims, lawsuits and administrative proceedings are pending or threatened against us or our subsidiaries, covering a wide range of matters that arise in the ordinary course of our business activities with respect to commercial, product liability and environmental matters.

      In October 2000, Kelsey-Hayes Company (formerly known as Fruehauf Corporation) was served with a grand jury subpoena relating to a criminal investigation being conducted by the U.S. Attorney for the Southern District of Illinois. The U.S. Attorney has informed us that the investigation relates to possible wrongdoing by Kelsey-Hayes Company and others involving certain loans made by Kelsey-Hayes Company’s then-parent corporation to Fruehauf Trailer Corporation, the handling of the trailing liabilities of Fruehauf Corporation and actions in connection with the 1996 bankruptcy of Fruehauf Trailer Corporation. Kelsey-Hayes Company became a wholly owned subsidiary of TRW upon TRW’s acquisition of Lucas Varity in 1999 and became our wholly owned subsidiary in connection with the Acquisition. We have cooperated with the investigation and are unable to predict the outcome of the investigation at this time.

      On May 6, 2002, ArvinMeritor Inc. filed suit against TRW in the United States District Court for the Eastern District of Michigan, claiming breach of contract and breach of warranty in connection with certain tie rod ends that TRW supplied to ArvinMeritor and the voluntary recall of some of these tie rod ends. ArvinMeritor subsequently recalled all of the tie rod ends, and claims that it is entitled to reimbursement from TRW for the costs associated with both the products recalled by TRW and those recalled by ArvinMeritor on its own. ArvinMeritor is seeking $18.3 million in damages plus legal fees, administrative expenses and interest. We believe that we have meritorious defenses and intend to defend vigorously the claims asserted against us, but cannot predict the outcome of this lawsuit.

      While certain of our subsidiaries have been subject in recent years to asbestos-related claims, we believe that such claims will not have a material adverse effect on our financial condition or results of operations. In general, these claims seek damages for illnesses alleged to have resulted from exposure to asbestos used in certain components sold by our subsidiaries. We believe that the majority of the claimants were assembly workers at the major U.S. automobile manufacturers. The vast majority of these claims name as defendants numerous manufacturers and suppliers of a wide variety of products allegedly containing asbestos. We believe that, to the extent any of the products sold by our subsidiaries and at issue in these cases contained asbestos, the asbestos was encapsulated. Based upon several years of experience with such claims, we believe that only a small proportion of the claimants has or will ever develop any asbestos-related impairment.

      Neither our settlement costs in connection with asbestos claims nor our average annual legal fees to defend these claims have been material in the past. These claims are strongly disputed by us and it has been our policy to defend against them aggressively. We have been successful in obtaining the dismissal of many cases without any payment whatsoever. Moreover, there is significant insurance coverage with solvent carriers with respect to these claims. However, while our costs to defend and settle these claims in the past have not been material, we cannot assure you that this will remain so in the future.

      We believe that the ultimate resolution of the foregoing matters will not have a material effect on our financial condition or results of operations.

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      During the fourth quarter of the year covered by this report, no matters were submitted to a vote of security holders.

PART II

      The sale of 24,137,931 shares of common stock sold in our initial public offering was registered pursuant to our Registration Statement on Form S-1, as amended, registration statement number 333-110513, which became effective on February 2, 2004. On February 2, 2004, the Company priced these shares of common stock at $28.00 per share. As of February 3, 2004, the common stock began trading on the New York Stock Exchange under the symbol “TRW”. The sale of the shares closed on February 6, 2004. The aggregate offering price of the shares of common stock registered and sold was $675,862,068. We paid an aggregate of approximately $37,172,413.74 in underwriting discounts and commissions, resulting in proceeds to us of $638,689,654.26. In addition, we incurred an estimated $3 million in expenses. Goldman Sachs & Co., Credit Suisse First Boston LLC and JPMorgan Securities Inc. were the managing underwriters for our initial public offering. On March 8, 2004, there were 253 holders of record of our common stock. The Transfer Agent and Registrar for our Common Stock is National City Bank.

Use of Proceeds

      We used approximately $319 million of the net proceeds to repurchase 12,068,965 shares of our common stock held by AIL, an affiliate of Blackstone, at a price per share equal to the proceeds per share less the underwriting discounts of $26.46 we received from the offering. See “ITEM 13. Certain Relationships and Related Transactions — Share Repurchase Agreement” for a description of this transaction. We also used approximately $317 million to repay a portion of our senior subordinated notes and senior notes as follows, in each case, including the payment of a related redemption premium thereon:

	•	approximately $117 million of such proceeds to repay 35% of our $300,000,000 aggregate principal amount of 11% Senior Subordinated Notes due 2013;
	•	approximately $61 million to repay 35% of our €125,000,000 aggregate principal amount of 11 3/4% Senior Subordinated Notes due 2013;
	•	approximately $109 million to repay approximately 11% of our $925,000,000 aggregate principal amount of 9 3/8% Senior Notes due 2013; and
	•	approximately $30 million to repay approximately 11% of our €200,000,000 aggregate principal amount of 10 1/8% Senior Notes due 2013.

      The proceeds received by our subsidiary, TRW Automotive Inc., from the offering of senior notes and senior subordinated notes, were used, together with other related financings described elsewhere in this report, to finance the Acquisition and to pay related transaction fees and expenses incurred in connection with the Acquisition and the related financings.

Recent Sales of Unregistered Securities

      During our last fiscal year, we issued securities in transactions, which were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving any public offering thereunder. All of the securities so issued are deemed restricted securities for the purposes of the Securities Act. No underwriters were involved in any of the sales of securities.

      In connection with the Acquisition, on February 28, 2003, we issued 675,412 shares of common stock to AIL, in which Blackstone has a controlling equity interest, and 170,000 shares of common stock to an affiliate of Northrop Grumman, for an aggregate consideration of $675 million and $170 million, respectively, and at a

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      On February 28, 2003, we also issued an aggregate of 10,588 shares of common stock to 37 of our officers and employees of certain of our subsidiaries for an aggregate consideration of $10.588 million in cash and at a price per share of $1,000. Subsequently, we issued to employees of certain of our subsidiaries the following: on March 25, 2003, an aggregate of 6,119.5 shares of common stock to 189 employees for an aggregate consideration of $6.1195 million; and on December 12, 2003 an aggregate of 1,048 shares of common stock to 32 employees for an aggregate consideration of $1.3624 million and at a price per share of $1,300. We also issued an aggregate of 9,981,900 (as adjusted to reflect the 100 for 1 stock split effected on January 27, 2004) options to purchase shares of our common stock to the members of management and employees of our subsidiaries who purchased shares in these offerings. These options generally vest in 20% equal annual increments over a five-year period from the date of grant.

      In connection with the Acquisition, on February 28, 2003, TRW Automotive Inc. sold $925 million principal amount of 9 3/8% Senior Notes due 2013 and $300 million principal amount of 11% Senior Subordinated Notes due 2013 to J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) Inc. and SunTrust Capital Markets, Inc. and €200 million principal amount of 10 1/8% Senior Notes due 2013 and €125 million principal amount of 11 3/4% Senior Subordinated Notes due 2013 (collectively, the “notes”) to J.P. Morgan Securities Ltd., Credit Suisse First Boston Europe Ltd., Lehman Brothers International (Europe), Deutsche Bank AG London, Banc of America Securities Limited, Scotia Capital Inc., TD Securities (USA) Inc. and SunTrust Capital Markets, Inc. for an aggregate net proceeds of $1,577 million (based on the exchange rate on the date of Acquisition). On July 1, 2003, TRW Automotive Inc. filed with the Securities and Exchange Commission a registration statement on Form S-4 relating to (i) the registration of the notes and (ii) TRW Automotive Inc.’s offers to exchange the registered notes for the privately placed notes. Neither we nor TRW Automotive Inc. received any proceeds from the exchange offers. Such registration statement became effective on November 5, 2003 and the exchange was completed in December 2003.

      The sales of the above securities were exempt from the registration requirements of the Securities Act, in reliance on Section 4(2) of the Securities Act, Regulation S, Regulation D or Rule 701 promulgated thereunder, as transactions by an issuer not involving a public offering or to qualified institutional buyers or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701. There were no underwriters involved in connection with the sale of the above securities.

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 Inc.’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 January 1, 2004 and our leverage ratio as specified in the amended and restated credit agreement. The indentures governing the notes also limit our ability to pay dividends, except that payment of dividends up to 6.0% per annum of the net proceeds received by TRW Automotive Inc. from any public offering of common stock or contributed to TRW Automotive Inc. by us or TRW Automotive Intermediate Holdings from any public offering of common stock is allowed. 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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Issuer Purchases of Equity Securities

(1)	Such shares of common stock were repurchased prior to the initial public offering of our shares from former employees following their termination of employment.

      The selected historical combined financial data of the Predecessor as of December 31, 2002, 2001 and 2000 and for each of the four years in the period ended December 31, 2002 and the two months ended February 28, 2003 have been derived from the audited combined financial statements of our predecessor company. The selected historical combined financial data of the Predecessor as of December 31, 1999 has been derived from the unaudited combined financial statements of our predecessor company and have been prepared on a basis consistent with the Predecessor’s audited annual combined financial statements. The selected historical consolidated financial data of the Successor as of December 31, 2003 and for the ten months ended December 31, 2003 have been derived from our audited consolidated financial statements and have been prepared on a different basis from the Predecessor’s annual combined financial statements under the purchase method of accounting as a result of the consummation of the Acquisition on February 28, 2003.

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      Comparisons of certain items below are affected by the acquisition of Lucas Varity in March 1999 and divestitures during the three year period ended December 31, 2001. The table should be read in conjunction with “ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements of our predecessor company and our consolidated financial statements included elsewhere in this report. The following financial information for the periods prior to the Acquisition may not reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, stand-alone entity during the periods presented, or what our results of operations, financial position and cash flows will be in the future.