8-K

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)  April 30, 2013

TRW Automotive Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31970	81-0597059
(Commission file number)	(IRS Employer Identification No.)
12001 Tech Center Drive, Livonia, Michigan	48150
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  (734) 855-2600

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 (see General 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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 30, 2013, TRW Automotive Holdings Corp. issued a press release and will hold a conference call regarding its financial results for its first quarter ended March 29, 2013.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01.          FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Exhibit No.	Description
99.1	Press release of TRW Automotive Holdings Corp. dated April 30, 2013 describing its results for its first quarter ended March 29, 2013.

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SIGNATURES

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.

		TRW AUTOMOTIVE HOLDINGS CORP.
Date:  April 30, 2013	By:	/s/ Joseph S. Cantie
		Joseph S. Cantie
		Executive Vice President and
		Chief Financial Officer

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Index to Exhibits

Exhibit No.	Description
99.1	Press release of TRW Automotive Holdings Corp. dated April 30, 2013 describing its results for its first quarter ended March 29, 2013.

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EX-99.1

Exhibit 99.1

News Release	TRW Automotive 12001 Tech Center Drive Livonia, MI 48150
	Investor Relations Contact: Mark Oswald (734) 855-3140
	Media Contact: John Wilkerson (734) 855-3864

TRW Reports First Quarter 2013 Financial Results

LIVONIA, MICHIGAN, April 30, 2013 — TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in active and passive safety systems, today reported first quarter 2013 financial results with sales of $4.2 billion, essentially flat compared to the prior year period.  The Company reported GAAP first quarter net earnings of $162 million or $1.29 per diluted share, which compares to net earnings of $206 million or $1.59 per diluted share in the prior year period.

Excluding special items from the Company’s current and prior year quarterly results, the Company reported first quarter 2013 net earnings of $189 million, or $1.51 per diluted share, which compares to net earnings of $211 million or $1.62 per diluted share in the prior year period.

“The ability to mitigate the challenging automotive industry conditions in Europe, where vehicle demand and production continues to decline, demonstrates the benefits of TRW’s global footprint and highly diversified product and customer mix,” said John C. Plant, Chairman and Chief Executive Officer.  “We expect our strong market position will continue to strengthen in the future as the Company executes its significant growth strategy.”

First Quarter 2013

The Company reported first quarter 2013 sales of $4.2 billion, an increase of $5 million from the prior year period.  The impact of increasing demand for TRW’s innovative technologies and higher vehicle production volumes in China were offset by sharply lower vehicle production in Europe.

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The Company’s first quarter 2013 operating income was $253 million, compared with $331 million in the 2012 period.  Both the 2013 and 2012 periods included restructuring and asset impairment charges totaling $37 million and $2 million, respectively.  Excluding these charges, operating income for the first quarter was $290 million, which compares to $333 million in the prior year period.  The year-to-year decline in profit was primarily driven by a higher mix of lower margin business and planned increases in costs to support future growth.

Net interest expense for the first quarter of 2013 totaled $30 million, which compares to $29 million in the 2012 period.  In addition, the 2012 period included a net loss on retirement of debt totaling $5 million.

Tax expense for the first quarter of 2013 was $62 million, which compares to a tax expense of $93 million in the prior year period.  The 2013 period included a $10 million tax benefit related to restructuring actions, compared to the 2012 period which included a net tax benefit of $2 million related to restructuring actions and debt retirement.

The Company reported 2013 first quarter GAAP net earnings of $162 million, or $1.29 per diluted share, which compares to GAAP net earnings of $206 million, or $1.59 per diluted share in the 2012 period.

Excluding special items, the Company reported first quarter 2013 net earnings of $189 million, or $1.51 per diluted share, which compares to net earnings of $211 million or $1.62 per diluted share in the 2012 period.

Earnings before interest, taxes, depreciation and amortization and special items (“adjusted EBITDA”) were $396 million in the first quarter of 2013, compared to the prior year level of $439 million.  See page A5 for a description of the special items excluded in calculating adjusted EBITDA.

Cash Flow and Capital Structure

First quarter 2013 net cash flow provided by operating activities was a use of $178 million, which compares to a use of $102 million in the first quarter of 2012.  Capital expenditures were $104 million in the current quarter compared to $96 million last year.  First quarter free cash flow (cash flow from operating activities less capital expenditures) was an outflow of $282 million, compared to an outflow of $198 million in

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the prior year quarter.  The unfavorable outcome compared with last year resulted primarily from higher working capital requirements, an increased level of restructuring and lower overall earnings.

As of March 29, 2013, the Company had $1,880 million of debt and $1,346 million of cash and cash equivalents, resulting in net debt (defined as debt less cash and cash equivalents) of $534 million.  The $418 million increase in total debt compared with year end 2012 reflects the Company’s $400 million notes offering completed during the first quarter.

2013 Outlook

TRW expects full year industry production volumes to total 16.0 million units in North America and 18.4 million units in Europe.  Within this forecast, the Company assumes industry conditions in Europe will remain challenging in the near-term, with a modest recovery expected in the second half of the year.  The Company continues to expect expansion in vehicle production volumes in China and rest of world regions.  Based on these production levels, the Company’s first quarter performance and expectations for foreign currency exchange rates, full year 2013 sales are now expected to range between $16.6 billion and $16.9 billion, with second quarter sales expected to be approximately $4.3 billion.

“The Company is on track and focused on achieving its key objectives for the year, which are straightforward — execute the Company’s growth strategy, while mitigating the negative impact related to the industry challenges in Europe, especially in the first half of the year,” said Mr. Plant.

First Quarter 2013 Conference Call

The Company will host its first quarter conference call at 8:30 a.m. (Eastern time) today, Tuesday, April 30th, to discuss financial results and other related matters.  To participate in the conference call, please dial (877) 852-7898 for U.S. locations, or (706) 634-1095 for international locations.

An audio replay of the conference call will be available approximately two hours after the conclusion of the call and will be accessible afterward for approximately two weeks.  To access the replay, U.S. locations should dial (855) 859-2056, and locations outside the U.S. should dial (404) 537-3406. The replay code is 28413263.  A live audio

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webcast and replay of the conference call will also be available on the Company’s website at www.trw.com.

Reconciliation to GAAP

In addition to GAAP results included within this press release, the Company has provided certain information which is not calculated according to GAAP (“non-GAAP”), such as net earnings, operating income and diluted earnings per share each excluding special items; adjusted EBITDA; and free cash flow.  Management uses these non-GAAP measures to evaluate the operating performance of the Company and its business segments and to forecast future periods.  Management believes that investors will likewise find these non-GAAP measures useful in evaluating such performance.  Such measures are frequently used by security analysts, institutional investors and other interested parties in the evaluation of companies in our industry.

Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to similarly titled measures of other companies.  For a reconciliation of non-GAAP measures to the most comparable GAAP financial measure and for share amounts used to derive earnings per share, please see the financial schedules that accompany this release.

About TRW

With 2012 sales of $16.4 billion, TRW Automotive ranks among the world’s leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 25 countries and employs approximately 65,000 people worldwide.  TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services.  All references to “TRW Automotive”, “TRW” or the “Company” in this press release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated.  TRW Automotive news is available on the internet at www.trw.com.

Forward-Looking Statements

This release contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  We caution readers not to place undue reliance on these statements, which speak only as of the date hereof.  All forward-looking statements are subject to numerous assumptions, risks and uncertainties which could cause our actual results to differ materially from those suggested by the forward-looking statements, including those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (our “Form 10-K”) such as: any developments related to antitrust investigations adversely affecting our financial condition, results, cash flows or reputation; economic conditions adversely affecting our business, results or the viability of our supply base; the unsuccessful implementation of our current expansionefforts adversely impacting our business or results; any shortage of supplies causing a production disruption for any customers or us; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; risks associated with non-U.S. operations, including economic and political uncertainty in some regions, adversely affecting our business, results or financial condition; any inability to protect our intellectual property rights adversely affecting our business or our competitive position; the loss of any of our largest customers materially adversely affecting us; commodity inflationary pressures adversely affecting our profitability or supply base; pricing pressures from our customers adversely affecting our profitability; costs of product liability, warranty and recall claims and efforts by customers to adversely alter contract terms and conditions concerning warranty and recall

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participation; costs  or adverse effects on our business, reputation or results from governmental regulations; costs or liabilities relating to environmental, health and safety regulations adversely affecting our results; any increase in the expense of our pension and other postretirement benefits or the funding requirements of our pension plans reducing our profitability; work stoppages or other labor issues at our facilities or at the facilities of our customers or those in our supply chain adversely affecting our business, results or financial condition; any disruption in our information technology systems adversely impacting our business and operations; any impairment of a significant amount of our goodwill or other intangible assets adversely affecting our financial condition; and other risks and uncertainties set forth in our Form 10-K and in our other filings with the U.S. Securities and Exchange Commission.  We do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.

# # #

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TRW Automotive Holdings Corp.

Index of Condensed Consolidated Financial Information

	Page
Consolidated Statements of Earnings (unaudited) for the three months ended March 29, 2013 and March 30, 2012	A2
Condensed Consolidated Balance Sheets as of March 29, 2013 (unaudited) and December 31, 2012	A3
Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 29, 2013 and March 30, 2012	A4
Reconciliation of Non-GAAP Financial Measures (unaudited) for the three months ended March 29, 2013 and March 30, 2012	A5
Reconciliation of GAAP Net Earnings to Adjusted Earnings (unaudited):
·      For the three months ended March 29, 2013	A6
·      For the three months ended March 30, 2012	A7

The accompanying unaudited condensed consolidated financial information and reconciliation schedules should be read in conjunction with the TRW Automotive Holdings Corp. Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the United States Securities and Exchange Commission.

A1

TRW Automotive Holdings Corp.

Consolidated Statements of Earnings

(Unaudited)

	Three Months Ended
(In millions, except per share amounts)	March 29, 2013			March 30, 2012
Sales	$	4,213		$	4,208
Cost of sales	3,786			3,734
Gross profit	427			474
Administrative and selling expenses	138			146
Amortization of intangible assets	3			3
Restructuring charges and asset impairments	37			2
Other (income) expense — net	(4		)	(8		)
Operating income	253			331
Interest expense — net	30			29
Loss on retirement of debt — net	—			5
Equity in earnings of affiliates, net of tax	(12		)	(11		)
Earnings before income taxes	235			308
Income tax expense	62			93
Net earnings	173			215
Less: Net earnings attributable to noncontrolling interest, net of tax	11			9
Net earnings attributable to TRW	$	162		$	206
Basic earnings per share:
Earnings per share	$	1.35		$	1.66
Weighted average shares outstanding	119.6			123.8
Diluted earnings per share:
Earnings per share	$	1.29		$	1.59
Weighted average shares outstanding	126.9			131.2

A2

TRW Automotive Holdings Corp.

Condensed Consolidated Balance Sheets

	As of
	March 29,			December 31,
(Dollars in millions)	2013			2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,346		$	1,223
Accounts receivable — net	2,666			2,200
Inventories	1,022			975
Prepaid expenses and other current assets	348			330
Total current assets	5,382			4,728
Property, plant and equipment — net	2,347			2,385
Goodwill	1,753			1,756
Intangible assets — net	291			293
Pension assets	814			823
Other assets	866			872
Total assets	$	11,453		$	10,857
Liabilities and Equity
Current liabilities:
Short-term debt	$	103		$	67
Current portion of long-term debt	541			26
Trade accounts payable	2,497			2,423
Accrued compensation	238			254
Other current liabilities	1,168			1,111
Total current liabilities	4,547			3,881
Long-term debt	1,236			1,369
Postretirement benefits other than pensions	389			396
Pension benefits	864			898
Other long-term liabilities	547			544
Total liabilities	7,583			7,088
Commitments and contingencies
Stockholders’ equity:
Capital stock	1			1
Paid-in-capital	1,649			1,635
Retained earnings	2,560			2,408
Accumulated other comprehensive earnings (losses)	(539		)	(466		)
Total TRW stockholders’ equity	3,671			3,578
Noncontrolling interest	199			191
Total equity	3,870			3,769
Total liabilities and equity	$	11,453		$	10,857

A3

TRW Automotive Holdings Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 29,			March 30,
(Dollars in millions)	2013			2012
Operating Activities
Net earnings	$	173		$	215
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization	105			104
Net pension and other postretirement benefits income and contributions	(62		)	(58		)
Loss on retirement of debt — net	—			5
Deferred income taxes	23			51
Other — net	3			(9		)
Changes in assets and liabilities:
Accounts receivable — net	(506		)	(454		)
Inventories	(63		)	(89		)
Trade accounts payable	119			183
Prepaid expenses and other assets	(31		)	(30		)
Other liabilities	61			(20		)
Net cash used in operating activities	(178		)	(102		)
Investing Activities
Capital expenditures, including other intangible assets	(104		)	(96		)
Net proceeds from asset sales and divestitures	—			7
Other — net	—			3
Net cash used in investing activities	(104		)	(86		)
Financing Activities
Change in short-term debt	36			11
Proceeds from issuance of long-term debt, net of fees	394			—
Redemption of long-term debt	(12		)	(56		)
Proceeds from exercise of stock options	16			6
Repurchase of capital stock	(10		)	(38		)
Dividends paid to noncontrolling interest	(2		)	(8		)
Net cash provided by (used in) financing activities	422			(85		)
Effect of exchange rate changes on cash	(17		)	29
Increase (decrease) in cash and cash equivalents	123			(244		)
Cash and cash equivalents at beginning of period	1,223			1,241
Cash and cash equivalents at end of period	$	1,346		$	997

A4

TRW Automotive Holdings Corp.

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

EBITDA, Adjusted EBITDA and free cash flow are not recognized terms under GAAP and do not purport to be alternatives to the most comparable GAAP amounts.  Further, since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies.

EBITDA and Adjusted EBITDA

EBITDA as calculated below is a measure used by management to evaluate the operating performance of the Company and its business segments and to forecast future periods.  Adjusted EBITDA is defined as EBITDA excluding restructuring charges, asset impairments and other significant special items.  Management uses Adjusted EBITDA to evaluate the performance of ongoing operations separate from items that may have a disproportionate impact in any particular period.  EBITDA and Adjusted EBITDA are frequently used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry.

EBITDA and Adjusted EBITDA do not purport to be alternatives to net earnings as an indicator of operating performance, nor to cash flows from operating activities as a measure of liquidity.  Additionally, neither is intended to be a measure of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

	Three Months Ended
	March 29,		March 30,
(Dollars in millions)	2013		2012
GAAP net earnings attributable to TRW	$	162	$	206
Income tax expense	62		93
Interest expense - net	30		29
Depreciation and amortization	105		104
EBITDA	359		432
Restructuring charges and asset impairments	37		2
Loss on retirement of debt - net	—		5
Adjusted EBITDA	$	396	$	439

Free Cash Flow

Free cash flow represents net cash used in operating activities less capital expenditures, and is used by management in analyzing the Company’s ability to service and repay its debt and to forecast future periods.  However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to service debt or for other non-discretionary expenditures.

	Three Months Ended
	March 29,			March 30,
(Dollars in millions)	2013			2012
Cash flow used in operating activities	$	(178	)	$	(102	)
Capital expenditures	(104		)	(96		)
Free cash flow	$	(282	)	$	(198	)

A5

TRW Automotive Holdings Corp.

Reconciliation of GAAP Net Earnings to Adjusted Earnings

(Unaudited)

The Company recorded restructuring charges of $37 million primarily related to severance and other charges.

	Three Months						Three Months
	Ended						Ended
	March 29, 2013						March 29, 2013
(In millions, except per share amounts)	Actual			Adjustments			Adjusted
Sales	$	4,213		$	—		$	4,213
Cost of sales	3,786			—			3,786
Gross profit	427			—			427
Administrative and selling expenses	138			—			138
Amortization of intangible assets	3			—			3
Restructuring charges and asset impairments	37			(37		)(a)	—
Other (income) expense — net	(4		)	—			(4		)
Operating income	253			37			290
Interest expense — net	30			—			30
Loss on retirement of debt — net	—			—			—
Equity in earnings of affiliates, net of tax	(12		)	—			(12		)
Earnings before income taxes	235			37			272
Income tax expense	62			10		(b)	72
Net earnings	173			27			200
Less: Net earnings attributable to noncontrolling interest, net of tax	11			—			11
Net earnings attributable to TRW	$	162		$	27		$	189
Basic earnings per share:
Earnings per share	$	1.35					$	1.58
Weighted average shares outstanding	119.6						119.6
Diluted earnings per share:
Earnings per share	$	1.29					$	1.51
Weighted average shares outstanding	126.9						126.9

(a)Represents the elimination of restructuring charges and asset impairments.

(b)Represents the elimination of the income tax impact of the above adjustment, by calculating the income tax impact of the item using the appropriate tax rate for the jurisdiction where the charges were incurred.

A6

TRW Automotive Holdings Corp.

Reconciliation of GAAP Net Earnings to Adjusted Earnings

(Unaudited)

The Company recorded restructuring charges of $2 million primarily related to severance, retention and outplacement services.

	Three Months						Three Months
	Ended						Ended
	March 30, 2012						March 30, 2012
(In millions, except per share amounts)	Actual			Adjustments			Adjusted
Sales	$	4,208		$	—		$	4,208
Cost of sales	3,734			—			3,734
Gross profit	474			—			474
Administrative and selling expenses	146			—			146
Amortization of intangible assets	3			—			3
Restructuring charges and asset impairments	2			(2		)(a)	—
Other (income) expense — net	(8		)	—			(8		)
Operating income	331			2			333
Interest expense — net	29			—			29
Loss on retirement of debt — net	5			(5		)(b)	—
Equity in earnings of affiliates, net of tax	(11		)	—			(11		)
Earnings before income taxes	308			7			315
Income tax expense	93			2		(c)	95
Net earnings	215			5			220
Less: Net earnings attributable to noncontrolling interest, net of tax	9			—			9
Net earnings attributable to TRW	$	206		$	5		$	211
Basic earnings per share:
Earnings per share	$	1.66					$	1.70
Weighted average shares outstanding	123.8						123.8
Diluted earnings per share:
Earnings per share	$	1.59					$	1.62
Weighted average shares outstanding	131.2						131.2

(a)Represents the elimination of restructuring charges and asset impairments.

(b)Represents the elimination of the loss on retirement of debt.

(c)Represents the elimination of the income tax impact of the above adjustments, by calculating the income tax impact of each of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.

A7