UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 6, 2007
TRW Automotive Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-31970 | | | 81-0597059 | |
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| (Commission File Number) | | (IRS Employer Identification No.) |
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| 12001 Tech Center Drive, Livonia, Michigan | | | 48150 | |
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| (Address of Principal Executive Offices) | | (Zip Code) |
(734) 855-2600
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On September 6, 2007, TRW Automotive Holdings Corp. (the “Company”) issued a press release announcing that it would present that morning to investors and financial analysts at the Credit Suisse Global Automotive Conference in New York City where Company president and chief executive officer, John C. Plant, and executive vice president and chief financial officer, Joseph S. Cantie, will provide a general business overview and discuss other related matters, including the Company’s current outlook for the year.
The Company in its press release reiterated its full year 2007 guidance, which calls for sales in the range of $14.1 to $14.5 billion (including third quarter sales of approximately $3.4 billion). The Company stated that it continues to expect net earnings per diluted share in the range of $0.55 to $0.85, which includes charges of $155 million, or $1.50 per diluted share, related to its debt recapitalization completed during the first half of the year. The Company further reiterated that this guidance range reflects pre-tax restructuring expenses of approximately $45 million (including approximately $12 million in the third quarter) and an effective tax rate expected to be in excess of 60% since there is no corresponding income tax benefit related to the debt retirement costs. Lastly, the Company reiterated that it continues to expect capital expenditures in 2007 to be approximately 4 percent of sales.
Forward-Looking Statements
This report on Form 8-K contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those contained in forward-looking statements made in this report. Such risks, uncertainties and other important factors which could cause our actual results to differ materially from those contained in our forward-looking statements are set forth in our Report on Form 10-K for the fiscal year ended December 31, 2006 (the “10-K”) and our Forms 10-Q for the quarters ended March 30 and June 29, 2007, and include: production cuts or restructuring by our major customers; work stoppages or other labor issues at the facilities of our customers or suppliers; non-performance by, or insolvency of, our suppliers and customers, which may be exacerbated by bankruptcies and other pressures within the automotive industry; the inability of our suppliers to deliver products at the scheduled rate and disruptions arising in connection therewith; interest rate risk arising from our variable rate indebtedness; loss of market share by domestic vehicle manufacturers; efforts by our customers to consolidate their supply base; severe inflationary pressures impacting the market for commodities; escalating pricing pressures from our customers; our dependence on our largest customers; fluctuations in foreign exchange rates; our substantial leverage; product liability and warranty and recall claims and efforts by customers to alter terms and conditions concerning warranty and recall participation; limitations on flexibility in operating our business contained in our debt agreements; the possibility that our owners’ interests will conflict with ours and other risks and
uncertainties set forth under “Risk Factors” in the 10-K and in our other SEC filings. We do not intend or assume any obligation to update any of these forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TRW AUTOMOTIVE HOLDINGS CORP.
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| Dated: September 6, 2007 | By: | /s/ Joseph S. Cantie | |
| | | Joseph S. Cantie | |
| | | Executive Vice President and Chief Financial Officer | |
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