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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2005
OR
[ ] 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
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
(FORMERLY REFERRED TO AS TRW CANADA LIMITED EMPLOYEE SAVINGS PLAN IN THE S-8
REGISTRATION STATEMENT NO. 333-123519 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 23, 2005)
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
TRW AUTOMOTIVE HOLDINGS CORP.
12001 TECH CENTER DRIVE
LIVONIA, MICHIGAN 48150
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Financial Statements
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
December 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TRW Canada Limited, Plan Sponsor of
TRW Canada Limited Retirement Savings Plan
(formerly the TRW Canada Limited Employee Savings Plan)
We have audited the accompanying statements of financial condition of the
Employee Savings Plan Fund, Registered Retirement Savings Plan Fund,
and Stock Fund, collectively representing the funds of the TRW Canada Limited
Retirement Savings Plan (formerly the TRW Canada Limited Employee Savings Plan)
as of December 31, 2005 and 2004 and the related statements of operations and
changes in plan equity for each of the three years in the period ended December
31, 2005. 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 an audit to obtain reasonable assurance 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 financial condition of the Plan at December 31, 2005
and 2004, and the income and changes in plan equity for each of the three years
in the period ended December 31, 2005, in conformity with U.S. generally
accepted accounting principles.
/s/ Ernst & Young LLP
Toronto, Canada
April 28, 2006
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
EMPLOYEE SAVINGS PLAN FUND
STATEMENTS OF FINANCIAL CONDITION
(expressed in Canadian dollars)
DECEMBER 31
---------------------
2005 2004
---------- --------
ASSETS
Investments, at fair value
Legg Mason Liquidity Plus NR $ -- $214,821
Legg Mason International Equity NR -- 23,288
MB Canadian Equity Growth Fund 94,100 43,745
MB Balanced Fund 128,326 92,095
MB Fixed Income Fund 137,314 108,299
SLA 1 Year Guaranteed Fund -- 18,613
SLA 3 Year Guaranteed Fund -- 2,211
SLA 5 Year Guaranteed Fund -- 24,446
SLF Money Market -- 3,237
TDAM US Market Index NR -- 45,280
Trimark Canadian Fund 203,515 113,230
Trimark Fund 88,266 64,995
CC & L Diversified NR Fund -- --
BGICL NonPension US Equity Index C1 D Fund 40,217 --
CIBC Daily Savings Account for 1 Year 875 --
CIBC Daily Savings Account for 3 Year 386 --
CIBC Daily Savings Account for 5 Year 411 --
CIBC GIC (1-Year) 28,617 --
CIBC GIC (3-Year) 7,698 --
CIBC GIC (5-Year) 18,685 --
Fidelity Can Money Market Fund 336,735 --
Fidelity Canada International Growth Fund 45,117 --
TRW Automotive Holdings Corp. Stock Fund 886,960 --
---------- --------
Total Assets $2,017,222 $754,260
========== ========
PLAN EQUITY 2,017,222 754,260
---------- --------
Total Plan Equity $2,017,222 $754,260
========== ========
See accompanying notes
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
EMPLOYEE SAVINGS PLAN FUND
STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
(expressed in Canadian dollars)
YEARS ENDED DECEMBER 31
-------------------------------
2005 2004 2003
---------- -------- --------
INTEREST INCOME AND OTHER INCOME $ 3,789 $ 4,323 $ 4,321
DIVIDEND INCOME -- 12,596 --
---------- -------- --------
Net investment income 3,789 16,919 4,321
---------- -------- --------
CONTRIBUTIONS AND TRANSFER
Participants 633,326 437,192 534,851
Employer 922,268 192,442 256,596
Transfer from Kelsey Hayes Canada Limited 39,052 -- --
---------- -------- --------
Total contributions & transfers 1,594,646 629,634 791,447
---------- -------- --------
Net realized and unrealized gains on investments 106,380 10,811 29,227
---------- -------- --------
Total 1,704,815 657,364 824,995
---------- -------- --------
Less cash withdrawals and terminations 441,853 634,240 147,380
---------- -------- --------
NET INCREASE IN PLAN EQUITY DURING THE YEAR 1,262,962 23,124 677,615
Plan equity, beginning of year 754,260 731,136 53,521
---------- -------- --------
PLAN EQUITY, END OF YEAR $2,017,222 $754,260 $731,136
========== ======== ========
See accompanying notes
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
REGISTERED RETIREMENT SAVINGS PLAN FUND
STATEMENTS OF FINANCIAL CONDITION
(expressed in Canadian dollars)
DECEMBER 31
-----------------------
2005 2004
---------- ----------
ASSETS
Investments, at fair value
TDAM Synthetic US Equity $ -- $ 157,788
Legg Mason Liquidity Plus Fund -- 622,955
MB Canadian Equity Growth Fund 874,611 515,760
MB Fixed Income Fund 555,203 481,598
MB Balanced Fund 2,059,843 --
Legg Mason International Equity Fund -- 102,178
MB Core Balanced Fund -- 1,977,000
CC&L Group Balanced Plus C -- 186,339
Trimark Canadian Fund 1,085,988 494,942
Trimark Fund 450,140 378,765
SLA 1 Year Guaranteed Fund -- 68,583
SLA 3 Year Guaranteed Fund -- 55,036
SLA 5 Year Guaranteed Fund -- 185,762
BGIG NonPension US Equity Index CI D Fund 97,657 --
CIBC Daily Savings Account for 1 Year 435 --
CIBC Daily Savings Account for 3 Year 754 --
CIBC Daily Savings Account for 5 Year 1,372 --
CIBC GIC (1 Year) 11,340 --
CIBC GIC (3 Year) 34,109 --
CIBC GIC (5 Year) 44,272 --
Fidelity Can Money Market Fund 850,723 --
Fidelity Canada International Growth Fund 129,261 --
Fidelity ClearPath 2010 Fund 155,925 --
Fidelity ClearPath 2020 Fund 365,849 --
Fidelity ClearPath 2030 Fund 346,296 --
Fidelity ClearPath 2040 Fund 83,928 --
Fidelity ClearPath Income Fund 21,656 --
Jarislowsky Fraser Balanced Fund 357,424 --
---------- ----------
TOTAL ASSETS $7,526,786 $5,226,706
---------- ----------
PLAN EQUITY 7,526,786 5,226,706
---------- ----------
TOTAL PLAN EQUITY $7,526,786 $5,226,706
========== ==========
See accompanying notes
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
REGISTERED RETIREMENT SAVINGS PLAN FUND
STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
(expressed in Canadian dollars)
YEARS ENDED DECEMBER 31
------------------------------------
2005 2004 2003
---------- ---------- ----------
INTEREST AND OTHER INCOME $ 33,809 $ 5,348 $ 7,065
DIVIDEND INCOME -- 165,327 --
---------- ---------- ----------
Net investment income 33,809 170,675 7,065
---------- ---------- ----------
CONTRIBUTIONS AND TRANSFERS
Participants 1,701,960 1,609,656 1,505,573
Employer -- 621,104 571,459
Transfer from Kelsey-Hayes Canada Limited RRSP 966,148 -- --
---------- ---------- ----------
Total contributions and transfers 2,668,108 2,230,760 2,077,032
---------- ---------- ----------
Net realized and unrealized gains on investments 594,123 162,577 274,784
---------- ---------- ----------
Total 3,296,040 2,564,012 2,358,881
---------- ---------- ----------
Less cash withdrawals and terminations 995,960 842,205 182,059
---------- ---------- ----------
NET INCREASE IN PLAN EQUITY DURING THE YEAR 2,300,080 1,721,807 2,176,822
Plan equity, beginning of year 5,226,706 3,504,899 1,328,077
---------- ---------- ----------
PLAN EQUITY, END OF YEAR $7,526,786 $5,226,706 $3,504,899
========== ========== ==========
See accompanying notes
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
STOCK FUND
STATEMENTS OF FINANCIAL CONDITION
(expressed in Canadian dollars)
DECEMBER 31
-----------
2005 2004
---- ----
ASSETS
Total Assets $ - $ -
==== ====
PLAN EQUITY - -
---- ----
Total Plan Equity $ - $ -
==== ====
See accompanying notes
TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
STOCK FUND
STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
(expressed in Canadian dollars)
YEARS ENDED DECEMBER 31
-----------------------
2005 2004 2003
---- ---- --------
INVESTMENT INCOME
Dividends on TRW Inc. common stock $ -- $ -- $ 1,162
Net realized loss -- -- (41,188)
---- ---- --------
Total -- -- (40,026)
Less withdrawals and terminations -- -- 329,580
---- ---- --------
Net decrease in plan equity during the year -- -- (369,606)
Plan equity, beginning of year -- -- 369,606
---- ---- --------
PLAN EQUITY, END OF YEAR $ -- $ -- $ --
==== ==== ========
See accompanying notes
1) TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
1. GENERAL PLAN PROVISIONS
The TRW Canada Limited Retirement Savings Plan (formerly referred to as TRW
Canada Limited Employee Savings Plan in the S-8 Registration Statement No.
333-123519 filed with the Securities and Exchange Commission on March 23, 2005)
(the "Plan") is comprised of a group registered retirement savings plan and a
non-registered employee savings plan sponsored by TRW CANADA Limited. The Plan
was originally established effective January 1, 1968 as a stock savings plan.
Effective January 1, 1990, the Plan was amended to immediately vest TRW Canada
Limited's contributions and the group retirement savings portion was added to
the Plan. The eligibility of employees to participate in the Plan is based on
the provisions as included in the Plan document. A participant may join the Plan
upon becoming a permanent part-time or full-time employee. The provisions of the
Plan require certain employees to have been employed for a period of 90 days
before joining the Plan.
As of January 1, 2005 the Plan was amended to include Kelsey-Hayes Canada
Limited as a participating company of the Plan. As such, the assets of the
existing Kelsey-Hayes Canada Limited Plan were transferred to the Plan January
2005.
In 2004, Sun Life Assurance Company of Canada acted as the administrator
and Trustee of the Plan. In January 2005, Fidelity Investments Life Insurance
Company became administrator of the Plan.
The investment programs of the Plan are as follows:
PARTICIPANT CONTRIBUTIONS
Upon enrolment or re-enrollment, each participant may direct their basic
contributions computed in increments of one percent, from one percent to six
percent of qualifying compensation to be invested in a range of professionally
managed Employee Savings Plan (ESP) or Registered Retirement Savings Plan (RRSP)
funds with different objectives, risk factors and return expectations. A
participant may, at any time, change their contribution rate, temporarily
suspend contributions, the way they invest future contributions or existing
assets, at no cost.
A participant may make cash withdrawals from their accounts. However, all
Company contribution to the ESP, as well as earnings on those contributions,
must remain in the Plan until January 1 of the following year, at which time
they are considered "mature". A participant's own contributions either to their
ESP, RRSP or Spousal RRSP, as well as earnings on those contributions, can be
withdrawn at any time. Participants are allowed one free withdrawal per plan
type, per year. Any subsequent withdrawals during the year are subject to a $25
withdrawal fee.
1) TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
TRW CANADA LIMITED'S CONTRIBUTIONS
TRW Canada Limited shall contribute cash to the Plan for each month, out of
current or accumulated earnings, an amount equal to 50% of the participant's
contributions (to a maximum of 3% of the participant's compensation) for such
month. TRW Canada Limited's contributions vest immediately. Effective January 1,
2005 all employer contributions are made via the TRW Automotive Holdings Corp.
Common Stock Group Seg. Fund, which is within Employee's Profit Sharing Plan
Fund.
The number of participants in each of the funds at December 31 is as follows:
REGISTERED RETIREMENT SAVINGS PLAN FUND 2005 2004 2003
- --------------------------------------- ---- ---- ----
MB Canadian Equity Growth Fund 190 134 118
MB Fixed Income Fund 135 129 135
MB Balanced Fund 260 257 250
Trimark Canadian Fund 222 171 146
Trimark Fund 189 171 --
BGICL NonPension US Equity Index CI D Fund 72 -- --
CIBC Daily Savings Account for 1 Year 7 -- --
CIBC Daily Savings Account for 3 Year 14 -- --
CIBC Daily Savings Account for 5 Year 22 -- --
CIBC GIC (1 Year) 10 -- --
CIBC GIC (3 Year) 20 -- --
CIBC GIC (5 Year) 27 -- --
Fidelity Can Money Market Fund 135 -- --
Fidelity Canada International Growth Fund 94 -- --
Fidelity ClearPath 2010 Fund 41 -- --
Fidelity ClearPath 2020 Fund 107 -- --
Fidelity ClearPath 2030 Fund 99 -- --
Fidelity ClearPath 2040 Fund 41 -- --
Fidelity ClearPath Income Fund 10 -- --
Jarislowsky Fraser Balanced Fund 121 -- --
Legg Mason International Equity Fund -- 64 53
CC & L Group Balanced Plus C -- 80 64
TDAM Synthetic US equity -- 56 62
Legg Mason Liquidity Plus Fund -- 81 88
SLA 1 Year guaranteed Fund -- 14 11
SLA 3 Year guaranteed Fund -- 24 23
SLA 5 Year guaranteed Fund -- 54 51
1) TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
EMPLOYEE SAVINGS PLAN FUND 2005 2004 2003
- ----------------------------------- ---- ---- ----
MB Canadian Equity Growth Fund 64 20 24
MB Balanced Fund 70 28 35
MB Fixed Income Fund 51 32 44
Trimark Canadian Fund 78 30 41
Trimark Fund 39 24 37
BGICL NonPension US Equity Index CI D Fund 27 -- --
CIBC Daily Savings Account for 1 Year 8 -- --
CIBC Daily Savings Account for 3 Year 7 -- --
CIBC Daily Savings Account for 5 Year 8 -- --
CIBC GIC (1 Year) 13 -- --
CIBC GIC (3 Year) 7 -- --
CIBC GIC (5 Year) 10 -- --
Fidelity Canada Money Market Fund 574 -- --
Fidelity Canada International Growth Fund 21 -- --
TRW Automotive Holdings Corp. Stock Fund 570 -- --
SLF Money Market -- 4 --
TDAM US market Index NR -- 14 18
Legg Masson Liquidity, NR -- 158 227
Legg Masson International Equity NR -- 7 9
SLA 1 Year guaranteed Fund -- 4 9
SLA 3 Year guaranteed Fund -- 2 1
SLA 5 Year guaranteed Fund -- 10 11
CC&L Diversified Fund NR -- -- 6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of financial statements in
conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results can differ from
those estimates.
Additional significant accounting policies are summarized below:
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in pooled funds are valued at the most recent net asset value per
unit as determined by the trustee. Other investments are recorded at their
quoted market value as the last sale price recorded by the securities exchanges
on which such investments are principally traded. Purchase and sale transactions
are recorded on a settlement date basis. Interest income is recorded on the
accrual basis. Dividend income is recognized as earned. Interest income is
recognized as it is earned consistent with the accrual basis of accounting.
The realized gains or losses on disposition or transfer of an investment is
determined from the market value of the investment at the date of disposition or
transfer and the average cost base of that specific pool of investments prior to
the disposition or transfer. Unrealized gains or losses are determined as the
net effect of the change in appreciation (depreciation) of investments from
January 1 to December 31, based on market value and the average cost base of
each investment at those respective dates.
PAYMENT OF BENEFITS
Benefit payments are recorded when paid.
1) TRW CANADA LIMITED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
3. INVESTMENTS
The following table provides detail of investments held at December 31, 2005:
Employee Savings Plan Fund
UNREALIZED
INVESTMENTS, AT FAIR VALUE UNITS COST FAIR VALUE % OF TOTAL APPRECIATION
- -------------------------- ----- ---- ---------- ----------- ------------
MB Canadian Equity Growth Fund 7,553 $ 81,662 $ 94,100 5
MB Balanced Fund 11,375 119,781 128,326 6
MB Fixed Income Fund 12,791 133,252 137,314 7
Trimark Canadian Fund 17,921 191,091 203,515 10
Trimark Fund 7,976 84,900 88,266 4
BGICL NonPension US Equity
Index C1 D Fund 3,851 40,263 40,217 2
CIBC Daily Savings Account for 1 Year - 875 875 -
CIBC Daily Savings Account for 3 Year - 386 386 -
CIBC Daily Savings Account for 5 Year - 411 411 -
CIBC GIC (1-Year) - 28,381 28,617 1
CIBC GIC (3-Year) - 7,624 7,698 -
CIBC GIC (5-Year) - 18,395 18,685 1
Fidelity Can Money Market Fund
3,292 331,334 336,735 17
Fidelity Canada International Growth Fund 3,842 41,248 45,117 2
TRW Automotive Holdings Corp. Stock Fund 68,891 839,956 886,960 44
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Total $1,919,560 $2,017,222 100 $ 97,664
Registered Retirement Savings Plan Fund
MB Canadian Equity Growth Fund 70,201 $ 725,409 $ 874,611 12
MB Fixed Income Fund 51,719 531,827 555,203 7
MB Balanced Fund 182,581 1,881,391 2,059,843 27
Trimark Canadian Fund 95,630 997,139 1,085,988 14
Trimark Fund 40,674 430,489 450,140 6
BGICL NonPension US Equity Index C1 D Fund 9,350 97,662 97,657 1
CIBC Daily Savings Account for 1 Year - 435 435 -
CIBC Daily Savings Account for 3 Year - 754 754 -
CIBC Daily Savings Account for 5 Year - 1,372 1,372 -
CIBC GIC (1 Year) - 11,254 11,340 -
CIBC GIC (3 Year) - 33,651 34,109 1
CIBC GIC (5 Year) - 43,732 44,272 1
Fidelity Can Money Market Fund 8,317 834,993 850,723 11
Fidelity Canada International Growth Fund 11,008 117,343 129,261 2
Fidelity ClearPath 2010 Fund 13,755 148,966 155,925 2
Fidelity ClearPath 2020 Fund 30,789 340,727 365,849 5
Fidelity ClearPath 2030 Fund 28,078 313,609 346,296 5
Fidelity ClearPath 2040 Fund 6,738 76,605 83,928 1
Fidelity ClearPath Income Fund 1,975 20,955 21,656 -
Jarislowsky Fraser Balanced Fund 32,450 331,457 357,424 5
---------------------------------------------------------------------
Total $6,939,770 $7,526,786 100 $ 587,015
Realized gains or losses are determined based upon the average cost base of that
pool of investments. Information on aggregate proceeds, aggregate cost, and
realized gains by program for 2005 are provided below:
Proceeds from
Sales Cost Realized Gain
------------- ---- -------------
Employee Savings Plan Fund $ 1,932,261 $ 1,919,560 $ 12,701
Registered Retirement Savings Plan Fund $ 6,991,509 $ 6,939,770 $ 51,738
For 2004, the cost of the investments has not been shown parenthetically, as
cost was not tracked or provided.
4. INCOME TAXES
The Plan is exempt from Canadian federal income taxes under the provisions of
the Income Tax Act (Canada) (the "Act"). Federal income tax consequences to the
participants under the Plan are as provided in the Act. TRW Canada Limited's
contributions are taxable to the participants as is the income and all capital
gains, less capital losses of the Plan, all of which are allocated to the
participants by the Trustee during the year, whether or not such amounts are
paid to the participants by the Trustee during the year. The amount of foreign
non-business income taxes paid on foreign source income by the trusts under the
Plan for the year is allocated to and deemed to have been paid by the
participants for Canadian federal income tax purposes. Participants who are
non-resident taxpayers are subject to special rules depending on whether they
have performed duties in Canada during the year and are subject to withholding
tax on amounts paid or credited to them under the Plan.
5. RELATED PARTY TRANSACTIONS
All expenses related to the Plan are paid by TRW Canada Limited.
Party-in-interest transactions include the purchase and sale of investments
managed by the Plan's trustee, Fidelity Investments Life Insurance Company
(Sunlife Assurance Company of Canada in 2004 and 2003).
6. RISK AND UNCERTAINTIES
The Plan invests 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 as such changes could materially affect the
amounts reported in the statements of financial condition.
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 CANADA LIMITED RETIREMENT SAVINGS PLAN
(Name of Plan)
By: /s/ Joseph S. Cantie
--------------------------------------
Joseph S. Cantie
Date: May 1, 2006 Vice President and Treasurer
TRW Canada Limited