UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
| | | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
| | | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-31970
TRW Automotive Retirement Savings Plan for Hourly Employees
(Formerly TRW Automotive Savings Plan for Represented Employees)
(Full title of the Plan)
(Name of issuer of securities held pursuant to the Plan and the address of its principal executive office)
TRW Automotive Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Financial Statements as of December 31, 2007 and 2006 and for the Year Ended December 31, 2007 and Supplemental Schedules
With Report of Independent Registered Public Accounting Firm
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Audited Financial Statements and Supplemental Schedules
As of December 31, 2007 and 2006, and
For the Year Ended December 31, 2007
Table of Contents
| | | | | |
| | | 1 | |
| | | | | |
| Audited Financial Statements: | | | | |
| | | | | |
| | | 2 | |
| | | 3 | |
| | | 4 | |
| | | | | |
| Supplemental Schedules: | | | | |
| | | | | |
| | | 14 | |
| | | 15 | |
| EX-23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Retirement Committee of the
TRW Automotive Retirement Savings Plan
for Hourly Employees
We have audited the accompanying statements of net assets available for benefits of the TRW Automotive Retirement Savings Plan for Hourly Employees as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2007, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
Detroit, Michigan
June 25, 2008
1
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Statements of Net Assets Available for Benefits
| | | | | | | | | |
| | | As of December 31 | |
| | | 2007 | | | 2006 | |
Assets | | | | | | | | |
| Employer contribution receivable | | $ | 14,990 | | | $ | — | |
| Other receivable | | | 1,391 | | | | — | |
| | | | | | | |
| Total Receivable | | | 16,381 | | | | — | |
| | | | | | | |
| | | | | | | | | |
| Investments at fair value: | | | | | | | | |
| Interest-bearing cash | | | 1,022 | | | | — | |
| Mutual funds | | | 53,596,641 | | | | 53,153,011 | |
| Common/collective trust funds | | | 13,427,314 | | | | 14,339,147 | |
| Participants loans | | | 5,195,988 | | | | 3,684,416 | |
| Employer securities | | | 6,250,906 | | | | 6,586,291 | |
| | | | | | | |
| Total Investments | | | 78,471,871 | | | | 77,762,865 | |
| | | | | | | | | |
| | | | | | | |
| Net assets available for benefits at fair value | | | 78,488,252 | | | | 77,762,865 | |
| | | | | | | | | |
| Adjustments from fair value to contract value for fully-benefit responsive investment contracts | | | 145,922 | | | | 144,118 | |
| | | | | | | |
| | | | | | | | | |
| Net assets available for benefits | | $ | 78,634,174 | | | $ | 77,906,983 | |
| | | | | | | |
See accompanying notes to financial statements.
2
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Statement of Changes in Net Assets Available for Benefits
| | | | | |
| | | For the year ended
December 31,
2007 | |
Additions | | | | |
| Interest and dividends | | $ | 6,303,437 | |
| Employer contributions | | | 2,301,986 | |
| Employee contributions | | | 6,700,432 | |
| Employee rollovers | | | 137,828 | |
| | | | |
| Total additions | | | 15,443,683 | |
| | | | | |
Deductions | | | | |
| Benefit payments | | | 12,165,473 | |
| Deemed distributions | | | 21,399 | |
| Administrative expenses | | | 14,305 | |
| | | | |
| Total deductions | | | 12,201,177 | |
| | | | | |
| Net realized and unrealized (depreciation) in fair value of investments | | | (3,853,069 | ) |
| | | | | |
| Transfer from TRW Automotive Retirement Savings Plan for Salaried Employees (see note 1) | | | 1,337,754 | |
| | | | | |
| | | | |
| Net increase | | | 727,191 | |
| | | | | |
| Net assets available for benefits at beginning of year | | | 77,906,983 | |
| | | | |
| | | | | |
| Net assets available for benefits at end of year | | $ | 78,634,174 | |
| | | | |
See accompanying notes to financial statements.
3
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements
As of December 31, 2007 and 2006, and
For the year ended December 31, 2007
1. Description of Plan
The following description of the TRW Automotive Retirement Savings Plan for Hourly Employees (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.
The Plan is a defined contribution benefit plan designated to provide eligible employees of a participating plant, division, subsidiary or affiliate of Kelsey-Hayes Company, the sponsor of the Plan, (as applicable, the Company or TRW) with a vehicle to systematically save funds to supplement their retirement benefits. The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility
Hourly employees are eligible to participate in the Plan based on applicable collective bargaining agreements, generally after one year of service. Non-union employees are eligible to participate in the Plan on the first day of employment. Non-union employees are eligible to participate in the Plan for purposes of receiving Company match after completing one year of service.
Employee Contributions
Each year, participants may contribute a percentage of pre-tax annual compensation not to exceed the applicable IRS limitations ($15,500 and $15,000 for 2007 and 2006, respectively). Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
A participant may elect to contribute from 1% to the maximum amount permitted under Internal Revenue Service regulations. The participant may also elect the percentage of their contribution to be allocated to each fund.
Employer Contributions
The Company contributes an amount equal to 50% of the participant’s pretax contribution up to 6% of the participant’s compensation. In addition, under the Mt. Vernon agreement, the Company contributes thirty cents ($0.30) for each hour that a participant was compensated during the month provided the participant made pre-tax contributions to the Plan of 1% or more. Also, under the Fayette plan agreement, the Company does not make matching contributions, although the Company may, at its discretion, make a profit sharing contribution.
4
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Matching contributions made in TRW Automotive Holdings Corp. stock prior to January 1, 2007 are subject to the Pension Protection Act (PPA) transition rule, which states matching contributions made in company stock before January 1, 2007 may be transferred to another available investment option over a 3 year period (33% in 2007, 66% in 2008 and 100% in 2009). There is an exception to this transition rule for participants who attained age 55 and completed 3 years of vesting service by December 31, 2006; these participants may transfer their pre-2007 matching contributions to another investment option immediately. For years after January 1, 2007, the matching contributions in TRW Automotive Holdings Corp. stock becomes diversifiable after attaining three years of service.
Upon enrollment, a participant may direct compensation in 1% increments to any of the Plan’s fund options. Participants may change their investment options or transfer assets between investment options at any time during the year.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, Company’s contribution, if applicable, and Plan earnings. The benefit to which a participant is entitled can not exceed the participant’s vested account balance.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Participants who were employees of the Company prior to February 28, 2003 are 100% vested in the Company’s matching contribution. For participants hired after February 28, 2003, vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. If hired between March 1, 2003 and August 1, 2007 vesting in Company contributions will be 20% each year, beginning with the first year of employment. If hired after August 1, 2007 vesting in Company contributions will be 20% each year beginning with the second year of employment. Full vesting also occurs upon death, disability or retirement.
Forfeitures
Nonvested employer contributions of terminated employees become forfeitures after a one-year break in service and shall be used to reduce future employer contributions or administrative expenses. Approximately $17,818 was available to pay additional Plan expenses at December 31, 2007.
5
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participant Loans
Participants may borrow an amount limited to the lesser of 50% of their vested account balance, or $50,000. The loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. Loans are repayable with interest at a market rate (prime rate plus 1%) determined at the date of application. Principal and interest are paid ratably through regular payroll deductions.
Payment of Benefits
Upon retirement, disability, or death, the entire balance of the participant’s account becomes payable to the participant or the participant’s beneficiary. Upon any other termination of employment, the participant receives the vested portion of his or her account. Withdrawals of participant contributions are also permitted for financial hardship or upon attainment of age 59-1/2 under certain provisions of the Plan. All benefits are payable in lump sum.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the respective collective bargaining agreements. In the event of Plan termination, participants will become 100% vested in their accounts. Distributions to participants and beneficiaries will be made at such time after termination of, or discontinuance of, contributions to the Plan as provided by the Plan agreement.
Plan Changes
On December 29, 2006 the plan balances for approximately 2,600 hourly manufacturing employees were transferred to the Plan from the TRW Automotive Retirement Savings Plan for Salaried Employees (formerly the TRW Automotive Retirement Savings Plan). The amount transferred to the Plan was $61,575,395. The balances transferred were in-kind, thereby eliminating any impact of gains or losses that would normally occur during transfer transactions. In addition, $1,337,754 was similarly transferred to the Plan in 2007 for hourly employees.
6
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
These transfers did not change the eligibility requirements or the Company’s match for these employees. These employees are eligible to participate in the Plan for purposes of receiving the Company match after completing one year of service. The Company contributes an amount equal to 50% of the participant’s pretax contribution up to 6% of the participant’s compensation.
Investment Options
The Plan provides 25 investment options which include the following funds:
| | • | | American Funds EuroPacific Growth Fund – Class R5 |
| |
| | • | | Artisan Mid Cap Fund |
| |
| | • | | Dodge & Cox Balanced Fund |
| |
| | • | | Dodge & Cox Stock Fund |
| |
| | • | | DWS RREEF Real Estate Securities Fund |
| |
| | • | | Fidelity Capital Appreciation Fund |
| |
| | • | | Fidelity Dividend Growth Fund |
| |
| | • | | Fidelity Freedom Income Fund |
| |
| | • | | Fidelity Managed Income Portfolio |
| |
| | • | | Fidelity Small Cap Stock Fund |
| |
| | • | | Fidelity Freedom 2000 Fund |
| |
| | • | | Fidelity Freedom 2005 Fund |
| |
| | • | | Fidelity Freedom 2010 Fund |
| |
| | • | | Fidelity Freedom 2015 Fund |
| |
| | • | | Fidelity Freedom 2020 Fund |
| |
| | • | | Fidelity Freedom 2025 Fund |
| |
| | • | | Fidelity Freedom 2030 Fund |
| |
| | • | | Fidelity Freedom 2035 Fund Lord |
| |
| | • | | Fidelity Freedom 2040 Fund Lord |
| |
| | • | | Abbett Mid-Cap Value Fund – Class A |
| |
| | • | | Lord Abbett Small-Cap Value Fund – Class A |
| |
| | • | | Morgan Stanley International Fund, Inc. – International Equity Portfolio – Class B |
| |
| | • | | PIMCO Total Return Fund – Administrative Class |
| |
| | • | | Spartan U.S. Equity Index Fund |
| |
| | • | | TRW Stock Fund |
7
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting and Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principals requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Valuation of Investments and Income Recognition
The Plan’s investments are stated at fair value. Shares of mutual funds are valued based on quoted market prices which represent the net asset value of shares held by the Plan at year-end. The fair value of the participation units in common collective trusts is based on quoted redemption values on the last business day of the Plan’s year-end. Participant loans are valued at their outstanding balances, which approximate fair value.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health & Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully-benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
The Plan invests in investment contracts through a common collective trust (Fidelity Managed Income Portfolio). As required by the FSP, the statement of net assets available for benefits presents the fair value of the investment in the common collective trust as well as the adjustment from fair value to contract value for fully benefit-responsive investment contracts. The fair value of Plan’s interest in the Fidelity Managed Income Portfolio is based on information reported by the issuer of the common collective trust at year-end. The contract value of the Fidelity Managed Income Portfolio Fund represents contributions plus earnings, less participant withdrawals and administrative expenses. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
8
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
2. Basis of Presentation and Summary of Significant Accounting Policies (continued)
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurement. This standard defines fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the effect this provision will have on the Plan’s financial statements.
Administrative Expenses
Certain administrative expenses of the Plan related to loans, withdrawals and qualified domestic relation orders are paid by the participants. All other administrative expenses are paid for by the Company.
9
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
3. Investments
During the year ended December 31, 2007, the Plan’s investments (including investments purchased, sold, as well as held during the year) depreciated in fair value as follows:
| | | | | |
| | | Net Realized and Unrealized | |
| | | Depreciation in Fair Value of | |
| | | Investments | |
| | | 2007 | |
| Mutual Funds | | $ | (2,202,569 | ) |
| Employer securities | | | (1,650,500 | ) |
| | | | |
| | | $ | (3,853,069 | ) |
| | | | |
The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits at fair value are as follows:
| | | | | | | | | |
| | | December 31 |
| | | 2007 | | 2006 |
| PIMCO Total Return Fund – Administrative Class | | $ | 8,039,547 | | | $ | 7,569,899 | |
| Dodge & Cox Balanced Fund | | | 4,587,058 | | | | 4,807,665 | |
| Fidelity Dividend Growth Fund | | | 10,122,008 | | | | 12,024,758 | |
| Fidelity Managed Income Portfolio | | | 13,427,314 | | | | 14,339,147 | |
| Lord Abbett Mid-Cap Value Fund Class A | | | 3,936,231 | | | | 4,256,572 | |
| TRW Stock Fund** | | | 6,250,906 | | | | 6,586,291 | |
| American Funds Euro Pacific Growth Funds – Class R 5 | | | 4,470,237 | | | | * | |
| Spartan US Equity Index Fund | | | 4,199,432 | | | | 4,215,898 | |
| | |
| * | | Investment option less than 5% of net assets for period presented.
|
| |
| ** | | Participant or nonparticipant directed |
10
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
3. Investments (continued)
Nonparticipant-Directed Investments
Information about the net assets and the significant components of changes in net assets related to the nonparticipant-directed investment is as follows:
| | | | | | | | | |
| | | December 31 |
| | | 2007 | | 2006 |
| Investments, at fair value: TRW Stock Fund | | | 6,250,906 | | | | 6,586,291 | |
| | | | | |
| | | Year-end |
| | | December 31, 2007 |
| Change in net assets: | | | | |
| Contributions | | | 2,322,369 | |
| Interest | | | 1,800 | |
| Net realized and unrealized appreciation in fair value | | | (1,650,500 | ) |
| Loans | | | 58,256 | |
| Exchange In | | | 851,768 | |
| Transfer to TRW Automotive Retirement Savings Plan for Salaried Employees | | | 84,351 | |
| Distributions | | | (788,542 | ) |
| Exchange out | | | (1,214,887 | ) |
| | | | | |
| | | | (335,385 | ) |
| | | | | |
4. Related Party Transactions
Certain plan investments are units of participation in common trust funds and shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Likewise, Kelsey-Hayes Company is the Plan sponsor, and therefore, transactions in shares of TRW Automotive Holdings Corp.’s stock would also qualify as party-in-interest transactions.
5. Risks and Uncertainties
The Plan allows for investments in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
11
TRW Automotive
Retirement Savings Plan for Hourly Employees
(formerly TRW Automotive Savings Plan for Represented Employees)
Notes to Financial Statements (continued)
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated April 25, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination letter by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor believes the Plan is being operated in compliance with applicable requirements of the Code and therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
7. Difference between the Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits pursuant to the financial statements to the Form 5500:
| | | | | | | | | |
| | | December 31 | |
| | | 2007 | | | 2006 | |
| Net assets available for benefits as reported in the Plan financial statements | | $ | 78,634,174 | | | $ | 77,906,983 | |
| Adjustments from contract value to fair value for fully benefit-responsive investment contracts | | | (145,922 | ) | | | (144,118 | ) |
| | | | | | | |
| Net assets available for the benefits pursuant to the Form 5500 | | $ | 78,488,252 | | | $ | 77,762,865 | |
| | | | | | | |
The following is a reconciliation of net investments gain (loss) from investments:
| | | | | |
| | | Year Ended | |
| | | December 31, 2007 | |
| Interest and dividends from investment | | $ | 6,303,437 | |
| Net realized/unrealized depreciation from investment accounts | | | (3,853,069 | ) |
| | | | |
| | | | | |
| Net investment gain from investments as reported in the financial statements | | | 2,450,368 | |
| | | | | |
| Adjustments from contract value to fair value for for fully benefit-responsive investment contracts | | | (1,804 | ) |
| | | | |
| | | | | |
| Net investment gain from investments as reported in the Form 5500 | | $ | 2,448,564 | |
| | | | |
12
TRW Automotive
Retirement Savings Plan for Hourly Employees
EIN: 13-3369789 Plan Number: 058
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
December 31, 2007
| | | | | | | | | |
| Identity of Issuer, | | | | | | | | |
| Borrower, Lessor or | | | | Historical | | | |
| Similar Party | | Description of Investments | | Cost | | Current Value |
| American Funds | | American Funds EuroPacific Growth Fund — Class R5 | | $ | | | $ | 4,470,237 |
| Fidelity* | | Fidelity Capital Appreciation | | | | | | 2,316,350 |
| | | Fidelity Dividend Growth Fund | | | | | | 10,122,008 |
| | | Fidelity Small Cap Stock Fund | | | | | | 3,529,015 |
| | | Fidelity Freedom Income Fund | | | | | | 114,865 |
| | | Fidelity Freedom 2000 Fund | | | | | | 1,819 |
| | | Fidelity Freedom 2005 Fund | | | | | | 27,310 |
| | | Fidelity Freedom 2010 Fund | | | | | | 239,663 |
| | | Fidelity Freedom 2015 Fund | | | | | | 485,854 |
| | | Fidelity Freedom 2020 Fund | | | | | | 455,617 |
| | | Fidelity Freedom 2025 Fund | | | | | | 672,490 |
| | | Fidelity Freedom 2030 Fund | | | | | | 257,415 |
| | | Fidelity Freedom 2035 Fund | | | | | | 280,118 |
| | | Fidelity Freedom 2040 Fund | | | | | | 299,756 |
| | | Fidelity Managed Income Portfolio | | | | | | 13,427,314 |
| | | Spartan US Equity Index Fund | | | | | | 4,199,432 |
| |
| PIMCO | | PIMCO Total Return — Administrative Class | | | | | | 8,039,547 |
| | | | | | | | | |
| Dodge & Cox | | Dodge & Cox Balanced Fund | | | | | | 4,587,058 |
| | | Dodge & Cox Stock Fund | | | | | | 2,905,867 |
| | | | | | | | | |
| Morgan Stanley | | Morgan Stanley International Fund, Inc. — International | | | | | | 1,211,335 |
| | | Equity Portfolio — Class B | | | | | | |
| | | | | | | | | |
| Lord Abbett | | Lord Abbett Mid-Cap Value Fund — Class A | | | | | | 3,936,231 |
| | | Lord Abbett Small Cap Value Fund — Class A | | | | | | 2,150,733 |
| | | | | | | | | |
| TRW Automotive* | | TRW Stock Fund | | | 7,529,761 | | | 6,250,906 |
| |
| Artisan | | Artisan Mid-Cap Fund | | | | | | 2,768,096 |
| | | | | | | | | |
| DWS | | DWS RREEF Real Estate Securities Fund | | | | | | 525,825 |
| | | | | |
| | | | | $ | 7,529,761 | | $ | 73,274,861 |
| | | | | | | | | |
| Other | | Interest Bearing Cash | | | | | | 1,022 |
| |
| Participants* | | Participants loans, interest rates range from 5.0% to 10.5%, with various maturity dates | | | | | | 5,195,988 |
| | | | | |
| Total assets held | | | | $ | 7,529,761 | | $ | 78,471,871 |
| | | | | |
Note: Historical cost information is disclosed for the TRW Stock Fund since investments can either be participant or non-participant directed. Historical cost information is not disclosed for all other investments since they are solely participant directed.
14
TRW Automotive Retirement Savings Plan for Hourly Employees
EIN: 13-3368789 Plan: 058
Schedule H, Line 4j — Schedule of Reportable Transactions
Year Ended December 31, 2007
| | | | | | | | | | | | | | | | | |
| | | Description of Asset | | | | | | | | Expense | | | | Current Value | | |
| | | (Including Interest | | | | | | | | Incurred | | | | of Asset on | | |
| Identity of | | Rate and Maturity in | | Purchase | | Selling | | Lease | | With | | Cost of | | Transaction | | Net Gain |
| Party Involved | | Case of a Loan) | | Price | | Price | | Rental | | Transaction* | | Asset | | Date | | (Loss) |
| |
| | | | | | | | | | | | | | | | | |
| Category (iii) – A transaction is a reportable transaction under this category if a series of transactions involving securities of the same issue, when aggregated, involve an amount in excess of 5% of the current value of the plan assets. |
| |
| Fidelity Managed Trust | | RTDM — TRW Stock Fund | | $4,448,966 | | — | | — | | — | | — | | — | | — |
| Company | | | | | | | | | | | | | | | | |
There were no category (i), (ii) or (iv) reportable transactions during the Plan year.
| | |
| * | | The commissions and fees related to purchases and sales of investments are included in the cost of the investment or the proceeds from the sales and are not separately identified by the trustee. |
15
Signature
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
TRW Automotive Retirement Savings Plan for Hourly Employees
(Name of Plan)
| | | | | |
| | | |
| | By: | /s/ Joseph S. Cantie | |
| | | Joseph S. Cantie | |
| Date: June 26, 2008 | | Vice President and Treasurer
Kelsey-Hayes Company | |
| |
16
TRW AUTOMOTIVE HOLDINGS CORP.
ANNUAL REPORT ON FORM 11-K
INDEX TO EXHIBITS
| | | |
Exhibit
Number | | Documents |
| | | |
| 23 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
17
