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TRW Automotive Holdings Corp · 11-K/A · For 12/31/04

Filed On 6/29/05 3:30pm ET   ·   SEC File 1-31970   ·   Accession Number 950124-5-4070

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 6/29/05  TRW Automotive Holdings Corp      11-K/A     12/31/04    2:12                                     Bowne of Detroit...01/FA

Amendment to Annual Report of an Employee Stock Purchase, Savings or Similar Plan   ·   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K/A      Amendment to Annual Report for Trw Automotive       HTML     79K 
                          Savings Plan for Represented Employees                 
 2: EX-23       Consent of Ernst & Young Llp                        HTML      6K 


11-K/A   ·   Amendment to Annual Report for Trw Automotive Savings Plan for Represented Employees
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11st Page
"Table of Contents
"Explanatory Note
"Report of Independent Registered Public Accounting Firm
"Statements of Net Assets Available for Benefits
"Statements of Changes in Net Assets Available for Benefits
"Notes to Financial Statements
"Schedule H, Line 4i Schedule of Assets (Held at End of Year)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K/A

þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

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 Savings Plan for Represented Employees

Image -- (TRW AUTOMOTIVE LOGO)

TRW Automotive Holdings Corp.
12001 Tech Center Drive
Livonia, Michigan 48150
 
 

 



Table of Contents

Financial Statements and Supplemental Schedule

TRW Automotive Savings Plan for Represented Employees
Years Ended December 31, 2004 and 2003
With Report of Independent Registered Public Accounting Firm

 



TRW Automotive Savings Plan for Represented Employees
Financial Statements and Supplemental Schedule
Years Ended December 31, 2004 and 2003

Table of Contents

 
         
     
 
       
    1  
 
       
Audited Financial Statements
       
 
       
    3  
    4  
    5  
 
       
Supplemental Schedule
       
 
       
    14  
 
       
 Consent of Ernst & Young LLP

 



Table of Contents

EXPLANATORY NOTE

This amendment on Form 11-K/A is being filed to include a signed Report of Ernst & Young LLP. The Form 11-K previously filed this June 29, 2005 included the Report of Independent Registered Public Accounting Firm, but neglected to include the conformed signature of Ernst & Young LLP in the Report.

Except as revised to include the signature of Ernst & Young LLP, this Form 11-K/A is identical to the previously filed Form 11-K.



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Retirement Committee of the
TRW Automotive Savings Plan
for Represented Employees

We have audited the accompanying statements of net assets available for benefits of the TRW Automotive Savings Plan for Represented Employees as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. 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.

Except as explained in the following paragraph, 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.

As permitted by 29 CFR 2520.103-8 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, investment assets held by Principal Financial Group, the trustee of the Plan, and transactions in those assets were excluded from the scope of our audit of the Plan’s 2003 financial statements, except for comparing the information provided by the trustee, which is summarized in Note 3, with the related information included in the financial statements.

Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the Plan’s financial statements as of and for the year ended December 31, 2003. The form and content of the information included in the 2003 financial statements, other than that derived from the information certified by the trustee have been audited by us and, in our opinion, are presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.

In our opinion, the 2004 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2004, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

1



Table of Contents

Our audits of the Plan’s 2004 financial statements were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/Ernst & Young LLP                      

Troy, Michigan
June 27, 2005

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TRW Automotive Savings Plan for Represented Employees

 
Statement of Net Assets Available for Benefits
                 
    December 31  
    2004     2003  
Assets
               
Investments, at fair value:
               
Mutual funds
  $ 14,735,554     $ 4,677,487  
Common/collective trust funds
    7,127,964       7,804,120  
Pooled separate accounts
          9,569,665  
Participant loans
    1,148,786       936,444  
Employer securities
    1,817        
 
               
 
           
Net assets available for benefits
  $ 23,014,121     $ 22,987,716  
 
           

See notes to Financial Statements.

3



Table of Contents

TRW Automotive Savings Plan for Represented Employees

 
Statement of Changes in Net Assets Available for Benefits
                 
    Years Ended December 31  
    2004     2003  
Additions
               
Investment income:
               
Interest and dividends
  $ 456,595     $ 64,589  
 
               
Contributions:
               
Employer
    225,474       212,600  
Employee
    1,657,025       1,561,201  
 
           
Total contributions
    1,882,499       1,773,801  
 
               
Net realized and unrealized appreciation in fair value of investments
    1,005,242       2,648,450  
 
           
Total additions
    3,344,336       4,486,840  
 
               
Deductions
               
Benefit payments
    3,289,181       1,891,292  
Other
    12,614       5,526  
Administrative expenses
    16,136       13,884  
 
           
Total deductions
    3,317,931       1,910,702  
 
           
Net increase
    26,405       2,576,138  
 
               
Net assets available for benefits at beginning of year
    22,987,716       20,411,578  
 
           
Net assets available for benefits at end of year
  $ 23,014,121     $ 22,987,716  
 
           

See notes to financial statements.

4



Table of Contents

TRW Automotive Savings Plan for Represented Employees

 
Notes to Financial Statements
December 31, 2004 and 2003

1. Description of Plan

The following description of the TRW Automotive Savings Plan for Represented 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 (represented by a bargaining unit) of a participating plant, division, or subsidiary of Kelsey-Hayes Company (the “Company” or “KH”) with a vehicle to systematically save funds. The Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).

Employees of five TRW Automotive locations actively participate in the Plan. They are the Brighton, Mt. Vernon, Kingsway, Jackson, and Fayette plants. Terms for each location are negotiated separately and may differ. The following is a general description of the Plan’s requirements for each participating location. Participants should refer to the plan agreement for more complete information.

Eligibility

Hourly employees of the plants are eligible to participate in the Plan based on applicable collective bargaining agreements, generally after one year of service with the Company.

Employee Contributions

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.

5



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Employer Contributions

Under the Mt. Vernon plan agreement, the Company contributes twenty-five cents ($0.25) 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 and twenty cents ($0.20) per hour prior to March 17, 2003. Under the Brighton plan agreement, the Company contributes fifteen cents ($0.15) for each hour that a participant was compensated during the month. Additionally, the Company will match up to 50% of the first 2% of the employee’s basic deferred contributions. Under the Jackson agreement, the Company contributes fourteen cents ($0.14) per hour that a participant was compensated during the month provided the participant contributed 3% or more to the Plan ($0.07 per hour compensated prior to February 8, 2003). For the Kingsway location, only employee contributions are allowed under the plan agreement. Under the Fayette plan agreement, the Company makes no matching contributions, although the Company may, at its discretion, make a profit sharing contribution.

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 is the benefit that can be provided not in excess of the participant’s vested account balance.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant who was hired prior to July 1, 2001 is 100% vested after seven years of credited service. A participant who is hired on or after July 1, 2001 is 100% vested after four years of service.

Forfeitures

Nonvested employer contributions of terminated employees become forfeitures after a one-year break in service and shall be used to pay Plan administrative expenses. During 2004 and 2003, $1,622 and $8,397 of forfeitures were used to pay Plan administrative expenses. Approximately $14,066 and $51 at December 31, 2004 and 2003, respectively, were available to pay additional Plan expenses.

6



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Allocations

At the end of each calendar quarter, each participant’s account is adjusted to reflect a pro rata share of the net earnings of the Plan. The earnings are allocated based on the participant’s proportionate share of the investment principal of each of the funds. In September of 2004, administration of the plan was transferred to Fidelity. Fidelity performs the same adjustment to each participant’s account on a daily basis.

Loans

Participants may borrow an amount limited to the lesser of 50% of their vested account balance, or $50,000. This loan can be for any purpose, and is payable over 5 to 10 years, depending upon the purpose of the loan. Loans are repayable with interest at a market rate (prime rate plus 1%) determined at the date of application. Principal and interest is 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 their 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. 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 July 21, 2004, the Company filed a Form S-8 with the U.S. Securities and Exchange Commission pursuant to which TRW common stock was added as an investment option under the plan.

7



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

1. Description of the Plan (continued)

In September of 2004, administration of the Plan was transferred to Fidelity Investments Institutional Operations Company, Inc (“Fidelity”).

Investment Options

The Plan provides for 25 investment options which include the following funds:

    Fidelity Managed Income Portfolio
 
    PIMCO Total Return Fund – Administrative Class
 
    Dodge & Cox Balanced Fund
 
    Dodge & Cox Stock Fund
 
    Lord Abbett Mid-Cap Value Fund – Class A
 
    Fidelity Dividend Growth Fund
 
    Fidelity Magellan Fund
 
    Spartan U.S. Equity Index Fund
 
    Lord Abbett Small-Cap Value Fund – Class A
 
    Fidelity Blue Chip Growth Fund
 
    Artisan Mid Cap Fund
 
    Fidelity Small Cap Stock Fund
 
    American Funds EuroPacific Growth Fund – Class R5
 
    Morgan Stanley International Fund, Inc. – International Equity Portfolio – Class B
 
    TRW Stock Fund
 
    Fidelity Freedom Income 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
 
    Fidelity Freedom 2040 Fund

8



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented on the accrual basis of accounting.

Valuation of Investments and Income Recognition

Investments in mutual funds are stated at their aggregate current value based upon quoted market prices. Securities of the Company are valued based upon quoted market prices as of the end of the year. Participant loans are valued at their outstanding balances, which approximate fair value.

Common/collective trust funds are stated at fair value as determined by the trustee. Thereof, the Fidelity Managed Income Portfolio’s policy is to maintain a stable net asset value of $1.00 per unit. The Portfolio is valued daily, and the net asset value per unit is calculated as of the close of business of the New York Stock Exchange. To achieve its investment objective, the Portfolio may invest in short- and long-term investment contracts issued by insurance companies (GICs), some of which may be indexed or include index-structured maturities; investment contracts issued by commercial banks (BICs); synthetic investment contracts, comprising underlying assets (typically fixed-income securities or bond funds) and ‘wrapper’ contract issued by a third-party; and cash-equivalents. Investments in GICs, BICs and synthetic investment contract are valued at contract value, which could be more or less than fair value. These investment contracts provide for benefit responsive withdrawals at contract value including those instances when, in connection with synthetic investment contracts, underlying investment securities are sold to fund normal benefit payments prior to the maturity of such contracts. If management becomes aware of an event or events that has or have occurred affecting the Portfolio’s value, an adjustment is recorded. Underlying debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service.

Unrealized and realized gains or losses are reflected currently in the statement of changes in net assets available for benefits. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on an ex-dividend date.

9



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Administrative Expenses

Certain administrative expenses of the Plan are paid by the Company.

Use of Estimates

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 could differ from those estimates.

3. Investments

All investment information disclosed in the accompanying financial statements and schedule, including investments held at December 31, 2004 and 2003, and net realized and unrealized appreciation in fair value of investments and interest and dividends for the year ended December 31, 2004 and 2003, were obtained or derived from information supplied to the plan administrator and certified as complete and accurate by Principal Financial Group and Fidelity, the trustee. Such information has not been examined by independent auditors as of and for the year ended December 31, 2003.

10



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

3. Investments (continued)

During the years ended December 31, 2004 and 2003, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value as follows:

                 
    Net Realized and Unrealized  
    Appreciation  
    in Fair Value  
    of Investments  
    2004     2003  
Mutual funds
  $ 693,992       842,609  
Common/collective trust funds
    251,720       279,480  
Pooled separate accounts
    59,490       1,526,361  
Employer securities
    40        
 
           
 
  $ 1,005,242       2,648,450  
 
           

The fair value of individual investments that represent 5% or more of the Plan’s net assets are as follows:

                 
    December 31  
    2004     2003  
Principal Stable Fund
  $ *     $ 7,804,120  
Fidelity Magellan Fund
    6,779,618       7,184,006  
Principal Bond & Mortgage Separate Account
    *       1,960,211  
American Balanced (R3) Fund
    *       1,806,954  
PIMCO Total Return Fund – Admin Class
    1,806,324       *  
Dodge & Cox Balanced Fund
    2,419,541       *  
Fidelity Dividend Growth Fund
    1,240,116       *  
Fidelity Managed Income Portfolio
    7,127,964       *  
 
*   Investment option not available for period presented.

11



Table of Contents

TRW Automotive Savings Plan for Represented Employees
Notes to Financial Statements (continued)

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. For details of the Fidelity managed investments held by the Plan and their respective dollar values, see Schedule H.

5. Risks 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 such changes could materially affect participants’ account balances and the amounts reported in the statements of assets available for benefits.

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.

12



Table of Contents

Supplemental Schedule

 



Table of Contents

TRW Automotive Savings Plan for Represented Employees
EIN: 13-3369789 Plan Number: 058

 
Schedule H, Line 4i – Schedule of Assets
(Held at End of Year)
December 31, 2004
             
Identity of Issuer,          
Borrower, Lessor       Current  
or Similar Party   Description of Investments   Value  
American Funds
  American Funds EuroPacific Growth Fund – Class R5   $ 701,452  
 
           
Fidelity
  Fidelity Magellan Fund     6,779,618  
 
  Fidelity Blue Chip Growth Fund     178,516  
 
  Fidelity Dividend Growth Fund     1,240,116  
 
  Fidelity Small Cap Stock Fund     53,198  
 
  Fidelity Freedom Income Fund     10,384  
 
  Fidelity Freedom 2010 Fund     11,141  
 
  Fidelity Freedom 2015 Fund     49,322  
 
  Fidelity Freedom 2020 Fund     46,512  
 
  Fidelity Freedom 2040 Fund     11,605  
 
  Managed Income Portfolio     7,127,964  
 
  Spartan US Equity Index Fund     16,360  
 
           
PIMCO
  PIMCO Total Return Fund – Administrative Class     1,806,324  
 
           
Dodge & Cox
  Dodge & Cox Balance Fund     2,419,541  
 
  Dodge & Cox Stock Fund     586,047  
 
           
Morgan Stanley
  MSI Fund, Inc. – International Equity Portfolio – Class A     45,354  
 
           
Lord Abbett
  Lord Abbett Mid-Cap Value Fund – Class A     262,419  
 
  Lord Abbett Small Cap Value Fund – Class A     142,422  
 
           
TRW Automotive
  TRW Stock Fund     1,817  
 
           
Artisan
  Artisan Mid Cap Fund     375,223  
 
         
 
        21,865,335  
Participants*
  Participants loans, interest rates range from 5.0% to 10.5%, with various maturity dates     1,148,786  
 
         
Total assets held
      $ 23,014,121  
 
         
 
*   Parties-in-interest

Note: Historical cost information is not disclosed since all investments are participant directed.

14



Table of Contents

Signature

     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 Savings Plan for Represented Employees
 
      (Name of Plan)    
 
 
  By:   /s/ Mark R. Gilmour    
 
           
 
      Mark R. Gilmour    
      Assistant Vice President Taxes    
 
      Kelsey-Hayes Company    

 



Table of Contents

TRW AUTOMOTIVE HOLDINGS CORP.

ANNUAL REPORT ON FORM 11-K/A

INDEX TO EXHIBITS

     
Exhibit    
Number   Documents
23
  Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 


Dates Referenced Herein   and   Documents Incorporated By Reference

This 11-K/A Filing   Date   Other Filings
7/1/01
4/25/02
2/8/03
3/17/03
12/31/0310-K
7/21/04S-8
For The Period Ended12/31/0410-K, 11-K, 4/A, 4, 11-K/A, 8-K
6/27/05
Filed On / Filed As Of6/29/0511-K, 11-K/A
 
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