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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 20182019

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No.: 001-12933

 

AUTOLIV, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

51-0378542

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

Klarabergsviadukten 70, Section B7

 

 

Box 70381, SE-107 24

 

 

Stockholm, Sweden

 

N/ASE-107 24

(Address of principal executive offices)

 

(Zip Code)

+46 8 587 20 600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (par value $1.00 per share)

ALV

New York Stock Exchange

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes:      No:  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes:      No:  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes:      No:  

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of October 19, 2018,22, 2019, there were 87,142,87287,234,327 shares of common stock of Autoliv, Inc., par value $1.00 per share, outstanding.  

 

 


FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. (“Autoliv,” the “Company” or “we”) or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements.

In some cases, you can identify these statements by forward-looking words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,���may,” “likely,” “might,” “would,” “should,” “could,” or the negative of these terms and other comparable terminology, although not all forward-looking statements contain such words.

Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation: changes in light vehicle production; fluctuation in vehicle production schedules for which the Company is a supplier; changes in general industry and market conditions or regional growth or decline; changes in and the successful execution of our capacity alignment,alignment: restructuring and cost reduction initiatives and the market reaction thereto; loss of business from increased competition; higher raw material, fuel and energy costs; changes in consumer and customer preferences for end products; customer losses; changes in regulatory conditions; customer bankruptcies;bankruptcies, consolidations or restructuring or divestiture of customer brands; unfavorable fluctuations in currencies or interest rates among the various jurisdictions in which we operate; component shortages; market acceptance of our new products; costs or difficulties related to the integration of any new or acquired businesses and technologies; continued uncertainty in pricing negotiations with customers; successful integration of acquisitions and operations of joint ventures; successful implementation of strategic partnerships and collaborations; our ability to be awarded new business; product liability, warranty and recall claims and investigations and other litigation and customer reactions thereto (including the resolution of the Toyota Recall); higher expenses for our pension and other postretirement benefits, including higher funding needs for our pension plans; work stoppages or other labor issues; possible adverse results of pending or future litigation or infringement claims; our ability to protect our intellectual property rights; negative impacts of antitrust investigations or other governmental investigations and associated litigation relating to the conduct of our business; tax assessments by governmental authorities and changes in our effective tax rate; dependence on key personnel; legislative or regulatory changes impacting or limiting our business; political conditions; dependence on and relationships with customers and suppliers; and other risks and uncertainties identified in Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, Item 1A “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 20172018 filed with the SEC on February 22, 2018.21, 2019.

For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

2


INDEX

INDEX

 

 

INDEX

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

ITEM 1. FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

 

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

 

 

1.

Basis of Presentation

 

8

Basis of Presentation

 

10

2.

New Accounting Standards

 

9

New Accounting Standards

 

11

3.

Discontinued Operations

 

11

Discontinued Operations

 

12

4.

Revenue

 

13

Leases

 

13

5.

Fair Value Measurements

 

15

Revenue

 

14

6.

Income Taxes

 

17

Fair Value Measurements

 

15

7.

Inventories

 

18

Income Taxes

 

17

8.

Restructuring

 

18

Inventories

 

17

9.

Product-Related Liabilities

 

19

Restructuring

 

17

10.

Retirement Plans

 

19

Product-Related Liabilities

 

18

11.

Equity

 

20

Retirement Plans

 

18

12.

Contingent Liabilities

 

21

Contingent Liabilities

 

19

13.

Stock Incentive Plan

 

24

Stock Incentive Plan

 

21

14.

Earnings Per Share

 

25

Earnings Per Share

 

21

15.

Related Party Transactions

 

26

Related Party Transactions

 

22

16.

Subsequent Events

 

26

Subsequent Events

 

22

 

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

27

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

23

 

 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

38

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

35

 

 

 

 

ITEM 4. CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES

 

38

ITEM 4. CONTROLS AND PROCEDURES

 

35

 

 

 

 

PART II - OTHER INFORMATION

PART II - OTHER INFORMATION

 

39

PART II - OTHER INFORMATION

 

36

 

 

 

 

ITEM 1. LEGAL PROCEEDINGS

ITEM 1. LEGAL PROCEEDINGS

 

39

ITEM 1. LEGAL PROCEEDINGS

 

36

 

 

 

 

ITEM 1A. RISK FACTORS

ITEM 1A. RISK FACTORS

 

39

ITEM 1A. RISK FACTORS

 

36

 

 

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

39

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

36

 

 

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

39

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

36

 

 

 

 

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES

 

39

ITEM 4. MINE SAFETY DISCLOSURES

 

36

 

 

 

 

ITEM 5. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

 

39

ITEM 5. OTHER INFORMATION

 

36

 

 

 

 

ITEM 6. EXHIBITS

ITEM 6. EXHIBITS

 

40

ITEM 6. EXHIBITS

 

37

 

3


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in millions, except per share data)

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Net sales

 

$

2,033.0

 

 

$

1,952.6

 

 

$

6,485.4

 

 

$

5,978.1

 

 

$

2,027.7

 

 

$

2,033.0

 

 

$

6,356.4

 

 

$

6,485.4

 

Cost of sales

 

 

(1,646.9

)

 

 

(1,557.7

)

 

 

(5,199.3

)

 

 

(4,739.2

)

 

 

(1,648.6

)

 

 

(1,646.9

)

 

 

(5,198.8

)

 

 

(5,199.3

)

Gross profit

 

 

386.1

 

 

 

394.9

 

 

 

1,286.1

 

 

 

1,238.9

 

 

 

379.1

 

 

 

386.1

 

 

 

1,157.6

 

 

 

1,286.1

 

Selling, general and administrative expenses

 

 

(90.0

)

 

 

(96.8

)

 

 

(290.9

)

 

 

(297.0

)

 

 

(97.7

)

 

 

(90.0

)

 

 

(300.2

)

 

 

(290.9

)

Research, development and engineering expenses, net

 

 

(101.9

)

 

 

(93.1

)

 

 

(327.9

)

 

 

(295.0

)

 

 

(99.1

)

 

 

(101.9

)

 

 

(323.5

)

 

 

(327.9

)

Amortization of intangibles

 

 

(2.8

)

 

 

(2.7

)

 

 

(8.5

)

 

 

(8.3

)

 

 

(2.9

)

 

 

(2.8

)

 

 

(8.6

)

 

 

(8.5

)

Other income (expense), net

 

 

1.1

 

 

 

(35.1

)

 

 

6.2

 

 

 

(29.3

)

 

 

(25.6

)

 

 

1.1

 

 

 

(28.8

)

 

 

6.2

 

Operating income

 

 

192.5

 

 

 

167.2

 

 

 

665.0

 

 

 

609.3

 

 

 

153.8

 

 

 

192.5

 

 

 

496.5

 

 

 

665.0

 

Income from equity method investments

 

 

0.2

 

 

 

0.5

 

 

 

2.8

 

 

 

1.2

 

 

 

0.4

 

 

 

0.2

 

 

 

1.6

 

 

 

2.8

 

Interest income

 

 

1.3

 

 

 

1.8

 

 

 

4.1

 

 

 

5.6

 

 

 

0.7

 

 

 

1.3

 

 

 

2.7

 

 

 

4.1

 

Interest expense

 

 

(18.9

)

 

 

(15.4

)

 

 

(46.2

)

 

 

(46.6

)

 

 

(17.1

)

 

 

(18.9

)

 

 

(52.6

)

 

 

(46.2

)

Other non-operating items, net

 

 

(3.8

)

 

 

(3.4

)

 

 

(15.4

)

 

 

(17.9

)

 

 

(3.4

)

 

 

(3.8

)

 

 

(9.4

)

 

 

(15.4

)

Income from continuing operations before income taxes

 

 

171.3

 

 

 

150.7

 

 

 

610.3

 

 

 

551.6

 

 

 

134.4

 

 

 

171.3

 

 

 

438.8

 

 

 

610.3

 

Income tax expense

 

 

(53.3

)

 

 

(44.5

)

 

 

(140.0

)

 

 

(161.0

)

 

 

(48.4

)

 

 

(53.3

)

 

 

(131.9

)

 

 

(140.0

)

Income from continuing operations

 

 

118.0

 

 

 

106.2

 

 

 

470.3

 

 

 

390.6

 

Net income from continuing operations

 

 

86.0

 

 

 

118.0

 

 

 

306.9

 

 

 

470.3

 

Loss from discontinued operations, net of income taxes (Note 3)

 

 

 

 

 

(18.0

)

 

 

(195.8

)

 

 

(32.0

)

 

 

 

 

 

 

 

 

 

 

 

(195.8

)

Net income

 

 

118.0

 

 

 

88.2

 

 

 

274.5

 

 

 

358.6

 

 

 

86.0

 

 

 

118.0

 

 

 

306.9

 

 

 

274.5

 

Less: Net income from continuing operations attributable to

non-controlling interest

 

 

0.5

 

 

 

0.5

 

 

 

1.4

 

 

 

1.3

 

Less: Net loss from discontinued operations attributable to

non-controlling interest

 

 

 

 

 

(3.1

)

 

 

(8.3

)

 

 

(7.2

)

Less: Net income from continuing operations attributable to non-

controlling interest

 

 

0.6

 

 

 

0.5

 

 

 

1.0

 

 

 

1.4

 

Less: Net loss from discontinued operations attributable to non-

controlling interest

 

 

 

 

 

 

 

 

 

 

 

(8.3

)

Net income attributable to controlling interest

 

$

117.5

 

 

$

90.8

 

 

$

281.4

 

 

$

364.5

 

 

$

85.4

 

 

$

117.5

 

 

$

305.9

 

 

$

281.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to controlling interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income from continuing operations

 

$

117.5

 

 

$

105.7

 

 

$

468.9

 

 

$

389.3

 

 

$

85.4

 

 

$

117.5

 

 

$

305.9

 

 

$

468.9

 

Net Loss from discontinued operations (Note 3)

 

 

 

 

 

(14.9

)

 

 

(187.5

)

 

 

(24.8

)

 

 

 

 

 

 

 

 

 

 

 

(187.5

)

Net income attributable to controlling interest

 

$

117.5

 

 

$

90.8

 

 

$

281.4

 

 

$

364.5

 

 

$

85.4

 

 

$

117.5

 

 

$

305.9

 

 

$

281.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share continuing operations – basic 1)

 

$

1.35

 

 

$

1.22

 

 

$

5.38

 

 

$

4.44

 

 

$

0.98

 

 

$

1.35

 

 

$

3.51

 

 

$

5.38

 

Earnings per share discontinued operations – basic 1)

 

 

 

 

 

(0.17

)

 

 

(2.15

)

 

 

(0.28

)

Loss per share discontinued operations – basic 1)

 

 

 

 

 

 

 

 

 

 

 

(2.15

)

Basic earnings per share

 

$

1.35

 

 

$

1.05

 

 

$

3.23

 

 

$

4.16

 

 

$

0.98

 

 

$

1.35

 

 

$

3.51

 

 

$

3.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share continuing operations – diluted 1)

 

$

1.34

 

 

$

1.21

 

 

$

5.37

 

 

$

4.43

 

 

$

0.98

 

 

$

1.34

 

 

$

3.50

 

 

$

5.37

 

Earnings per share discontinued operations – diluted 1)

 

 

 

 

 

(0.17

)

 

 

(2.15

)

 

 

(0.28

)

Loss per share discontinued operations – diluted 1)

 

 

 

 

 

 

 

 

 

 

 

(2.15

)

Diluted earnings per share

 

$

1.34

 

 

$

1.04

 

 

$

3.22

 

 

$

4.15

 

 

$

0.98

 

 

$

1.34

 

 

$

3.50

 

 

$

3.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding, net of

treasury shares (in millions)

 

 

87.1

 

 

 

86.9

 

 

 

87.1

 

 

 

87.7

 

 

 

87.2

 

 

 

87.1

 

 

 

87.2

 

 

 

87.1

 

Weighted average number of shares outstanding, assuming

dilution and net of treasury shares (in millions)

 

 

87.4

 

 

 

87.2

 

 

 

87.3

 

 

 

87.9

 

 

 

87.3

 

 

 

87.4

 

 

 

87.4

 

 

 

87.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend per share – declared

 

$

0.62

 

 

$

0.60

 

 

$

1.86

 

 

$

1.80

 

 

$

0.62

 

 

$

0.62

 

 

$

1.86

 

 

$

1.86

 

Cash dividend per share – paid

 

$

0.62

 

 

$

0.60

 

 

$

1.84

 

 

$

1.78

 

 

$

0.62

 

 

$

0.62

 

 

$

1.86

 

 

$

1.84

 

 

1)

Participating share awards with the right to receive dividend equivalents are (under the two class method) excluded from the earnings per share calculation (see Note 14 to the unaudited condensed consolidated financial statements).

See “NotesNotes to unaudited condensed consolidated financial statements.

4


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in millions)

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Net income

 

$

118.0

 

 

$

88.2

 

 

$

274.5

 

 

$

358.6

 

 

$

86.0

 

 

$

118.0

 

 

$

306.9

 

 

$

274.5

 

Other comprehensive income before tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in cumulative translation adjustments

 

 

(30.0

)

 

 

57.9

 

 

 

(134.8

)

 

 

231.9

 

 

 

(71.6

)

 

 

(30.0

)

 

 

(44.7

)

 

 

(134.8

)

Net change in cash flow hedges

 

 

 

 

 

(3.9

)

 

 

1.1

 

 

 

(10.5

)

 

 

 

 

 

 

 

 

 

 

 

1.1

 

Net change in unrealized components of defined benefit plans

 

 

0.5

 

 

 

1.9

 

 

 

8.0

 

 

 

5.4

 

 

 

0.0

 

 

 

0.5

 

 

 

0.1

 

 

 

8.0

 

Other comprehensive (loss) income, before tax

 

 

(29.5

)

 

 

55.9

 

 

 

(125.7

)

 

 

226.8

 

Tax effect allocated to other comprehensive income

 

 

(0.1

)

 

 

(0.6

)

 

 

(1.9

)

 

 

(1.6

)

Other comprehensive (loss) income, net of tax

 

 

(29.6

)

 

 

55.3

 

 

 

(127.6

)

 

 

225.2

 

Other comprehensive loss, before tax

 

 

(71.6

)

 

 

(29.5

)

 

 

(44.6

)

 

 

(125.7

)

Tax effect allocated to other comprehensive loss

 

 

0.0

 

 

 

(0.1

)

 

 

0.0

 

 

 

(1.9

)

Other comprehensive loss, net of tax

 

 

(71.6

)

 

 

(29.6

)

 

 

(44.6

)

 

 

(127.6

)

Comprehensive income

 

$

88.4

 

 

$

143.5

 

 

$

146.9

 

 

$

583.8

 

 

 

14.4

 

 

 

88.4

 

 

 

262.3

 

 

 

146.9

 

Less: Comprehensive income (loss) attributable to

non-controlling interest

 

 

(0.5

)

 

 

(1.8

)

 

 

(7.6

)

 

 

1.6

 

 

 

0.1

 

 

 

(0.6

)

 

 

0.6

 

 

 

(7.6

)

Comprehensive income attributable to controlling interest

 

$

88.9

 

 

$

145.3

 

 

$

154.5

 

 

$

582.2

 

 

$

14.3

 

 

$

89.0

 

 

$

261.7

 

 

$

154.5

 

 

See “NotesNotes to unaudited condensed consolidated financial statements.

5


CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in millions)

 

 

As of

 

 

As of

 

 

September 30, 2018

 

 

December 31, 2017

 

 

September 30, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

533.7

 

 

$

959.5

 

 

$

334.4

 

 

$

615.8

 

Receivables, net

 

 

1,784.5

 

 

 

1,696.7

 

 

 

1,653.5

 

 

 

1,652.1

 

Inventories, net

 

 

758.7

 

 

 

704.3

 

 

 

731.8

 

 

 

757.9

 

Other current assets

 

 

258.3

 

 

 

197.0

 

 

 

185.4

 

 

 

244.6

 

Related party receivables (Note 15)

 

 

12.9

 

 

 

 

 

 

3.7

 

 

 

15.0

 

Current assets, discontinued operations (Note 3)

 

 

 

 

 

647.2

 

Total current assets

 

 

3,348.1

 

 

 

4,204.7

 

 

 

2,908.8

 

 

 

3,285.4

 

Property, plant and equipment, net

 

 

1,654.8

 

 

 

1,608.9

 

 

 

1,747.9

 

 

 

1,690.1

 

Investments and other non-current assets

 

 

331.3

 

 

 

341.0

 

 

 

371.1

 

 

 

323.5

 

Operating lease right-of-use assets (Note 4)

 

 

154.1

 

 

 

 

Goodwill

 

 

1,391.0

 

 

 

1,397.0

 

 

 

1,383.3

 

 

 

1,389.9

 

Intangible assets, net

 

 

35.3

 

 

 

42.6

 

 

 

24.3

 

 

 

32.7

 

Non-current assets, discontinued operations (Note 3)

 

 

 

 

 

955.7

 

Total assets

 

$

6,760.5

 

 

$

8,549.9

 

 

$

6,589.5

 

 

$

6,721.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term debt

 

$

573.0

 

 

$

19.7

 

 

$

289.9

 

 

$

620.7

 

Accounts payable

 

 

992.4

 

 

 

957.3

 

 

 

890.4

 

 

 

978.3

 

Accrued expenses

 

 

863.6

 

 

 

829.5

 

 

 

839.6

 

 

 

935.4

 

Other current liabilities

 

 

194.2

 

 

 

279.9

 

 

 

228.3

 

 

 

267.4

 

Related party liabilities (Note 15)

 

 

60.6

 

 

 

 

 

 

18.9

 

 

 

63.7

 

Current liabilities, discontinued operations (Note 3)

 

 

 

 

 

568.2

 

Operating lease liabilities - current (Note 4)

 

 

37.7

 

 

 

 

Total current liabilities

 

 

2,683.8

 

 

 

2,654.6

 

 

 

2,304.8

 

 

 

2,865.5

 

Long-term debt

 

 

1,677.5

 

 

 

1,310.7

 

 

 

1,815.1

 

 

 

1,609.0

 

Pension liability

 

 

204.3

 

 

 

206.8

 

 

 

199.9

 

 

 

198.2

 

Other non-current liabilities

 

 

141.5

 

 

 

144.3

 

 

 

153.4

 

 

 

152.1

 

Non-current liabilities, discontinued operations (Note 3)

 

 

 

 

 

64.1

 

Operating lease liabilities - non-current (Note 4)

 

 

117.0

 

 

 

 

Total non-current liabilities

 

 

2,023.3

 

 

 

1,725.9

 

 

 

2,285.4

 

 

 

1,959.3

 

Common stock

 

 

102.8

 

 

 

102.8

 

 

 

102.8

 

 

 

102.8

 

Additional paid-in capital

 

 

1,329.3

 

 

 

1,329.3

 

 

 

1,329.3

 

 

 

1,329.3

 

Retained earnings (Note 11)

 

 

2,189.7

 

 

 

4,079.2

 

Accumulated other comprehensive loss (Note 11)

 

 

(411.6

)

 

 

(287.5

)

Treasury stock (Note 11)

 

 

(1,169.8

)

 

 

(1,188.7

)

Retained earnings

 

 

2,182.3

 

 

 

2,041.8

 

Accumulated other comprehensive loss

 

 

(467.4

)

 

 

(423.2

)

Treasury stock

 

 

(1,160.3

)

 

 

(1,167.0

)

Total controlling interest

 

 

2,040.4

 

 

 

4,035.1

 

 

 

1,986.7

 

 

 

1,883.7

 

Non-controlling interest (Note 11)

 

 

13.0

 

 

 

134.3

 

Non-controlling interest

 

 

12.6

 

 

 

13.1

 

Total equity

 

 

2,053.4

 

 

 

4,169.4

 

 

 

1,999.3

 

 

 

1,896.8

 

Total liabilities and equity

 

$

6,760.5

 

 

$

8,549.9

 

 

$

6,589.5

 

 

$

6,721.6

 

 

See “NotesNotes to unaudited condensed consolidated financial statements.

6


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in millions)

 

 

Nine months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2019

 

 

September 30, 2018

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income continuing operations

 

$

470.3

 

 

$

390.6

 

Net income discontinued operations

 

 

(195.8

)

 

 

(32.0

)

Net income from continuing operations

 

$

306.9

 

 

$

470.3

 

Net loss from discontinued operations

 

 

 

 

 

(195.8

)

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

308.4

 

 

 

318.6

 

 

 

260.1

 

 

 

308.4

 

Separation costs

 

 

11.5

 

 

 

 

 

 

 

 

 

11.5

 

Other, net

 

 

19.7

 

 

 

(22.7

)

 

 

2.2

 

 

 

19.7

 

Changes in operating assets and liabilities

 

 

(312.9

)

 

 

(108.0

)

Net cash provided by operating activities (Note 3)

 

 

301.2

 

 

 

546.5

 

Net change in:

 

 

 

 

 

 

 

 

EC antitrust payment

 

 

(203.0

)

 

 

 

Net change in operating assets and liabilities

 

 

(37.8

)

 

 

(312.9

)

Net cash provided by operating activities

 

 

328.4

 

 

 

301.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

 

(425.2

)

 

 

(414.4

)

 

 

(360.0

)

 

 

(425.2

)

Proceeds from sale of property, plant and equipment

 

 

3.8

 

 

 

12.6

 

 

 

1.9

 

 

 

3.8

 

Acquisitions of businesses and interest in/additional contributions to affiliates, net of

cash acquired

 

 

(72.9

)

 

 

(113.1

)

 

 

 

 

 

(72.9

)

Net cash used in investing activities (Note 3)

 

 

(494.3

)

 

 

(514.9

)

Net cash used in investing activities

 

 

(358.1

)

 

 

(494.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in short-term debt

 

 

374.9

 

 

 

(46.1

)

Net (decrease) increase in short-term debt

 

 

(309.4

)

 

 

374.9

 

Issuance of long-term debt, net of discount

 

 

582.2

 

 

 

 

 

 

243.5

 

 

 

582.2

 

Debt issuance costs

 

 

(2.6

)

 

 

 

Debt issuance cost

 

 

(0.3

)

 

 

(2.6

)

Dividends paid

 

 

(160.7

)

 

 

(156.4

)

 

 

(162.7

)

 

 

(160.7

)

Dividends paid to non-controlling interest

 

 

(2.0

)

 

 

 

 

 

(1.1

)

 

 

(2.0

)

Shares repurchased

 

 

 

 

 

(157.0

)

Common stock options exercised

 

 

8.2

 

 

 

5.2

 

 

 

0.3

 

 

 

8.2

 

Capital contribution to Veoneer

 

 

(971.8

)

 

 

 

Capital distribution to Veoneer

 

 

 

 

 

(971.8

)

Net cash used in financing activities

 

 

(171.8

)

 

 

(354.3

)

 

 

(229.7

)

 

 

(171.8

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(60.9

)

 

 

54.3

 

 

 

(22.0

)

 

 

(60.9

)

Decrease in cash and cash equivalents

 

 

(425.8

)

 

 

(268.4

)

 

 

(281.4

)

 

 

(425.8

)

Cash and cash equivalents at beginning of period

 

 

959.5

 

 

 

1,226.7

 

 

 

615.8

 

 

 

959.5

 

Cash and cash equivalents at end of period

 

$

533.7

 

 

$

958.3

 

 

$

334.4

 

 

$

533.7

 

 

See “NotesNotes to unaudited condensed consolidated financial statements.

7


CONSOLIDATED STATEMENTS OF TOTAL EQUITY (UNAUDITED)

(Dollars in millions)

 

Shares

outstanding

 

 

Common

stock

 

 

Additional

paid-in

capital

 

 

Retained

earnings

 

 

Accumulated

other

comprehensive

loss

 

 

Treasury

stock

 

 

Total parent

shareholders'

equity

 

 

Non-

controlling

interest

 

 

Total

equity

 

Balances at December 31, 2018

87.1

 

 

$

102.8

 

 

$

1,329.3

 

 

$

2,041.8

 

 

$

(423.2

)

 

$

(1,167.0

)

 

$

1,883.7

 

 

$

13.1

 

 

$

1,896.8

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

111.4

 

 

 

 

 

 

 

 

 

 

111.4

 

 

 

0.1

 

 

 

111.5

 

Foreign currency translation

   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.5

 

 

 

 

 

 

 

20.5

 

 

 

0.3

 

 

 

20.8

 

Pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

0.1

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

111.4

 

 

20.6

 

 

 

 

 

 

132.0

 

 

 

0.4

 

 

 

132.4

 

Stock-based compensation

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.6

 

 

 

1.6

 

 

 

 

 

 

1.6

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

(54.3

)

 

 

 

 

 

 

 

 

 

(54.3

)

 

 

 

 

 

(54.3

)

Distribution to Veoneer

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.5

)

 

 

 

 

 

 

 

 

 

(2.5

)

 

 

 

 

 

(2.5

)

Balances at March 31, 2019

 

87.2

 

 

 

102.8

 

 

 

1,329.3

 

 

 

2,096.4

 

 

 

(402.6

)

 

 

(1,165.4

)

 

 

1,960.5

 

 

 

13.5

 

 

 

1,974.0

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

109.1

 

 

 

 

 

 

 

 

 

 

109.1

 

 

 

0.3

 

 

 

109.4

 

Foreign currency translation

   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.3

 

 

 

 

 

 

 

6.3

 

 

 

(0.2

)

 

 

6.1

 

Pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.0

 

 

 

 

 

 

 

0.0

 

 

 

 

 

 

0.0

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

109.1

 

 

 

6.3

 

 

 

 

 

 

115.4

 

 

 

0.1

 

 

 

115.5

 

Stock-based compensation

 

0.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.6

 

 

 

2.6

 

 

 

 

 

 

2.6

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

(54.2

)

Distribution to Veoneer

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

 

(0.2

)

Balances at June 30, 2019

 

87.2

 

 

 

102.8

 

 

 

1,329.3

 

 

 

2,151.1

 

 

 

(396.3

)

 

 

(1,162.8

)

 

 

2,024.1

 

 

 

13.6

 

 

 

2,037.7

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

85.4

 

 

 

 

 

 

 

 

 

 

85.4

 

 

 

0.6

 

 

 

86.0

 

Foreign currency translation

   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(71.1

)

 

 

 

 

 

 

(71.1

)

 

 

(0.5

)

 

 

(71.6

)

Pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.0

 

 

 

 

 

 

 

0.0

 

 

 

 

 

 

0.0

 

Total Comprehensive Income (loss)

 

 

 

 

 

 

 

 

 

 

85.4

 

 

 

(71.1

)

 

 

 

 

 

14.3

 

 

 

0.1

 

 

 

14.4

 

Stock-based compensation

 

0.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.5

 

 

 

2.5

 

 

 

 

 

 

2.5

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

(54.2

)

Dividends paid to non-controlling

   interest on subsidiary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.1

)

 

 

(1.1

)

Distribution to Veoneer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at September 30, 2019

87.2

 

 

$

102.8

 

 

$

1,329.3

 

 

$

2,182.3

 

 

$

(467.4

)

 

$

(1,160.3

)

 

$

1,986.7

 

 

$

12.6

 

 

$

1,999.3

 

8


CONSOLIDATED STATEMENTS OF TOTAL EQUITY (UNAUDITED)

(Dollars in millions)

 

Shares

outstanding

 

 

Common

stock

 

 

Additional

paid-in

capital

 

 

Retained

earnings

 

 

Accumulated

other

comprehensive

loss

 

 

Treasury

stock

 

 

Total parent

shareholders'

equity

 

 

Non-

controlling

interest

 

 

Total

equity

 

Balances at December 31, 2017

 

87.0

 

 

$

102.8

 

 

$

1,329.3

 

 

$

4,079.2

 

 

$

(287.5

)

 

$

(1,188.7

)

 

$

4,035.1

 

 

$

134.3

 

 

$

4,169.4

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

126.7

 

 

 

 

 

 

 

 

 

 

126.7

 

 

 

(4.3

)

 

 

122.4

 

Foreign currency translation

   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

85.7

 

 

 

 

 

 

 

85.7

 

 

 

5.8

 

 

 

91.5

 

Net change in cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

0.4

 

Pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.6

 

 

 

 

 

 

 

0.6

 

 

 

 

 

 

0.6

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

126.7

 

 

86.7

 

 

 

 

 

 

213.4

 

 

 

1.5

 

 

 

214.9

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.6

 

 

 

8.6

 

 

 

 

 

 

8.6

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

(54.2

)

Adjustment due to adoption of

   ASC 606

 

 

 

 

 

 

 

 

 

 

 

 

 

3.3

 

 

 

 

 

 

 

 

 

 

3.3

 

 

 

 

 

 

3.3

 

Adjustment due to adoption of

   ASU 2018-02

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2

 

 

 

(10.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at March 31, 2018

 

87.0

 

 

 

102.8

 

 

 

1,329.3

 

 

 

4,165.2

 

 

 

(211.0

)

 

 

(1,180.1

)

 

 

4,206.2

 

 

 

135.8

 

 

 

4,342.0

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

37.2

 

 

 

 

 

 

 

 

 

 

37.2

 

 

 

(3.1

)

 

 

34.1

 

Foreign currency translation

   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(190.9

)

 

 

 

 

 

 

(190.9

)

 

 

(5.4

)

 

 

(196.3

)

Net change in cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.7

 

 

 

 

 

 

 

0.7

 

 

 

 

 

 

0.7

 

Pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.1

 

 

 

 

 

 

 

5.1

 

 

 

 

 

 

5.1

 

Total Comprehensive Income (loss)

 

 

 

 

 

 

 

 

 

 

37.2

 

 

 

(185.1

)

 

 

 

 

 

(147.9

)

 

 

(8.5

)

 

 

(156.4

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.2

 

 

 

7.2

 

 

 

 

 

 

7.2

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

 

 

 

 

(54.2

)

 

 

 

 

 

(54.2

)

Dividends paid to non-controlling

   interest on subsidiary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.0

)

 

 

(2.0

)

Distribution to Veoneer

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,029.8

)

 

 

13.0

 

 

 

 

 

 

 

(2,016.8

)

 

 

(112.2

)

 

 

(2,129.0

)

Balances at June 30, 2018

 

87.0

 

 

 

102.8

 

 

 

1,329.3

 

 

 

2,118.4

 

 

 

(383.1

)

 

 

(1,172.9

)

 

 

1,994.5

 

 

 

13.1

 

 

 

2,007.6

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

117.5

 

 

 

 

 

 

 

 

 

 

117.5

 

 

 

0.5

 

 

 

118.0

 

Foreign currency translation

   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28.9

)

 

 

 

 

 

 

(28.9

)

 

 

(1.1

)

 

 

(30.0

)

Pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

0.4

 

Total Comprehensive Income (loss)

 

 

 

 

 

 

 

 

 

 

117.5

 

 

 

(28.5

)

 

 

 

 

 

89.0

 

 

 

(0.6

)

 

 

88.4

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.1

 

 

 

3.1

 

 

 

 

 

 

3.1

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

(54.1

)

 

 

 

 

 

 

 

 

 

(54.1

)

 

 

 

 

 

(54.1

)

Distribution to Veoneer

 

 

 

 

 

 

 

 

 

 

 

 

 

7.9

 

 

 

 

 

 

 

 

 

 

7.9

 

 

 

0.5

 

 

 

8.4

 

Balances at September 30, 2018

 

87.0

 

 

$

102.8

 

 

$

1,329.3

 

 

$

2,189.7

 

 

$

(411.6

)

 

$

(1,169.8

)

 

$

2,040.4

 

 

$

13.0

 

 

$

2,053.4

 

See Notes to unaudited condensed consolidated financial statements.

9


NOTES TO UNAUDITED CONDENSED CONSOLIDATEDCONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise noted, all amounts are presented in millions of dollars, except for per share amounts)

September 30, 20182019

1. BASIS OF PRESENTATION

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, theThe unaudited condensed consolidated financial statements have been prepared on the same basis as the prior year audited financial statements and all adjustments considered necessary for a fair presentation have been included in the financial statements. All such adjustments are of a normal recurring nature. The results for the interim period are not necessarily indicative of the results to be expected for any future period or for the fiscal year ending December 31, 2018.2019.

The Condensed Consolidated Balance Sheet at December 31, 20172018 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements.

On June 29, 2018 (the “Distribution Date”), Autoliv completed the spin-off of its former Electronics segment (the “spin-off”) through the distribution of all of the issued and outstanding stock of Veoneer, Inc. (“Veoneer”). To effect the spin-off, Autoliv distributed to each Autoliv stockholder one1 share of Veoneer common stock, par value $1.00 per share, for every one1 share of Autoliv common stock, par value $1.00 per share, held by such person on the common stock record date, and each Autoliv Swedish Depository Receipt (SDR) holder received one1 Veoneer SDR for each Autoliv SDR held by such person on the applicable SDR record date. On July 2, 2018, Veoneer’s common stock began regular-way trading on the New York Stock Exchange under the symbol “VNE” and its SDRs began trading on Nasdaq Stockholm under the symbol “VNE SDB.” The Company did not retain any equity interest in Veoneer.

In accordance with U.S. GAAP, the financial position and results of operations of the Electronics business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The restated historical financial statements reflecting the spin-off are unaudited, but have been derived from Autoliv’s historical audited annual reports. The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding. The cash flows and comprehensive income related to the Electronics business have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all periods presented. With the exception of Note 3, the Notes to the Unaudited Condensed Consolidated Financial Statements reflect the continuing operations of Autoliv. See Note 3 - Discontinued Operations below for additional information regarding discontinued operations.

On April 1, 2018, in preparation for the spin-off, pursuant to the terms of a master transfer agreement entered into between Autoliv and Veoneer, assets related to the Electronics business were transferred to, and liabilities related to the Electronics business were retained or assumed by, Veoneer, however,Veoneer. However, responsibility for certain product, warranty and recall liabilities for Electronics products manufactured prior to April 1, 2018 was retained by Autoliv as provided in the Distribution Agreementdistribution agreement between Autoliv and Veoneer.Veoneer, which governs certain relationships between the parties following the spin-off.

Certain amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified to conform with the current year presentation as a result of the spin-off of Veoneer.spin-off.

Upon completion of the spin-off, Autoliv has concluded at June 30, 2018 that it has one1 reportable segment, based on the way the Company currently evaluates its financial performance and manages its operations. Prior toThe Company will re-evaluate the completion ofone reportable segment as the spin-off, the Company had two reportable segments, Electronics and Passive Safety.operating model evolves, including management structure.  The Company’s Passive Safetysingle reportable segment includes the Company’s airbag and seatbelt products and components.

Statements in this report that are not of historical fact are forward-looking statements that involve risks and uncertainties that could affect the actual results of the Company. A description of the important factors that could cause Autoliv’s actual results to differ materially from the forward-looking statements contained in this report may be found in this report and Autoliv’s other reports filed with the Securities and Exchange Commission (the “SEC”). For further information, refer to the consolidated financial statements, footnotes and definitions thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2018, filed with the SEC on February 22, 2018.21, 2019.

810


2. NEW ACCOUNTINGACCOUNTING STANDARDS

Adoption of New Accounting Standards

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI), which allows a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Act”). Consequently, the amendments in ASU 2018-02 eliminate the stranded tax effects resulting from the Act. The amendments in ASU 2018-02 are effective for all entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company early adopted ASU 2018-02 as of January 1, 2018 and made a reclassification from AOCI to Retained earnings of approximately $10 million.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. In the first quarter of 2018, the Company elected to treat any potential GILTI inclusions as a period cost.

In MarchAugust 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits2017-12, Derivative and Hedging (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost815), which requires the service cost componentTargeted improvements to be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the consolidated statements of income separately from the service cost component and outside operating income.accounting for hedging activities. The amendments in ASU 2017-072017-12 better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments in ASU 2017-12 also include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments in ASU 2017-12 modify disclosures required in current GAAP. Those modifications include a tabular disclosure related to the effect on the income statement of fair value and cash flow hedges and eliminate the requirement to disclose the ineffective portion of the change in fair value of hedging instruments. The amendments also require new tabular disclosures related to cumulative basis adjustments for fair value hedges. The amendments in ASU 2017-12 are effective for public business entities for annual periods beginning after December 15, 2017, including2018, and interim periods within those annual periods. Earlyfiscal years, with early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension costpermitted. For cash flow and net periodic postretirement benefit cost ininvestment hedges existing at the consolidated statementsdate of income. The Company adopted ASU 2017-07 in the first quarter of 2018. Prior comparative periods have not been adjusted since the impact of ASU 2017-07 is not material for any consolidated financial statements periods presented (see Note 10. Retirement Plans).

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other Than Inventory, which requiresadoption, an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Consequently, the amendments in this ASU 2016-16 eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of ASU 2016-16 are intellectual property and property, plant, and equipment. The amendments in ASU 2016-16 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2016-16 should be applied on a modified retrospective basis throughapply a cumulative-effect adjustment directlyrelated to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the annual period of adoption. that an entity adopts the amendments in ASU 2017-12. The Company adopted ASU 2017-12 in the annual period beginning January 1, 2019. The adoption of ASU 2016-16 effective January 1, 20182017-12 did not have a material impact on the consolidated financial statements for any periods presented.since the Company had no cash flow hedges at the date of adoption.

In May 2014,February 2016, the FASB issued ASU 2014-09, Revenue from Contracts2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 affects any entity that enters into a lease, with Customers (Topic 606), which outlines a single, comprehensive modelsome specified scope exceptions. For public business entities, the amendments in ASU 2016-02 are effective for entities to use in accounting for revenue arising from contracts with customersannual periods beginning after December 15, 2018, and supersedes most current revenue recognition guidance issued by the FASB, including industry specific guidance. In 2016, the FASB issued accounting standard updates to address implementation issues and to clarify guidance in certain areas. The core principle of the guidanceinterim periods within those annual periods. Early adoption is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, ASU 2014-09 requires certain additional disclosure around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.permitted. The Company adopted ASU 2014-09 effective2016-02 in the annual period beginning January 1, 2018 and utilized the modified retrospective (cumulative effect) transition method to all contracts not completed at the date of initial application.2019. The Company applied the modified retrospective transition method through aand elected the transition option to use the effective date January 1, 2019 as the date of initial application. The Company did not adjust its comparative period financial statements for effects of ASU 2016-02, nor has it made the new required lease disclosures for periods before the effective date. The Company has recognized its cumulative effect transition adjustment as of the effective date. In addition, the Company has elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, will allow the Company to retained earnings.carry forward the historical lease classification. The adoption of the new revenue standard did not have aresulted in recording operating lease assets and lease liabilities of $155.4 million as of January 1, 2019, which is shown in the table below. No material finance leases were identified as of January 1, 2019. In addition, there was no material impact on net sales, net income, or balance sheet.the consolidated financial statements where the Company is deemed to be the lessor in an “embedded lease” arrangement. 

 

Balance Sheet

(Dollars in millions)

 

Balance at

December 31, 2017

 

 

Adjustments due

to ASC 606

 

 

Balance at

January 1, 2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Inventories, net1)

 

$

859.1

 

 

$

(17.3

)

 

$

841.8

 

Other current assets1)

 

 

228.9

 

 

 

22.0

 

 

 

250.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Retained Earnings1)

 

 

4,079.2

 

 

 

3.3

 

 

 

4,082.5

 

1) Impact at adoption which included both continuing and discontinued operations.

 

 

 

 

 

 

 

 

 

9


 

 

Three months period ended September 30, 2018

 

 

Nine months period ended September 30, 2018

 

Income Statement

(Dollars in millions)

 

As Reported

 

 

Balances

without

adoption of

ASC 606

 

 

Effect of Changes

 

 

As Reported

 

 

Balances

without

adoption of

ASC 606

 

 

Effect of Changes

 

Net sales

 

$

2,033.0

 

 

$

2,032.4

 

 

$

0.6

 

 

$

6,485.4

 

 

$

6,481.2

 

 

$

4.2

 

Cost of sales

 

 

(1,646.9

)

 

 

(1,646.5

)

 

 

(0.4

)

 

 

(5,199.3

)

 

 

(5,195.7

)

 

 

(3.6

)

Operating income

 

 

192.5

 

 

 

192.5

 

 

 

0.0

 

 

 

665.0

 

 

 

664.3

 

 

 

0.7

 

 

 

As of September 30, 2018

 

Balance Sheet

(Dollars in millions)

 

As Reported

 

 

Balances without

adoption of

ASC 606

 

 

Effect of Changes

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Inventories, net

 

$

758.7

 

 

$

774.1

 

 

$

(15.4

)

Other current assets

 

 

271.2

 

 

 

251.9

 

 

 

19.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Retained Earnings

 

 

2,189.7

 

 

 

2,187.0

 

 

 

2.7

 

Balance Sheet

(Dollars in millions)

 

Balance at

December 31,

2018

 

 

Adjustments

due to

ASU 2016-02

 

 

Balance at

January 1,

2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Right-of-use asset, operating leases

 

$

 

 

$

155.4

 

 

$

155.4

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities - current

 

 

 

 

 

38.7

 

 

 

38.7

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities - non-current

 

 

 

 

 

116.7

 

 

 

116.7

 

 

Accounting Standards Issued But Not Yet Adopted

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20), Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.The amendments in ASU 2018-14 remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in ASU 2018-14 are effective for public business entities for annual periods ending after December 15, 2020. Early adoption is permitted. An entity should apply the amendments in ASU 2018-14 on a retrospective basis to all periods presented. The Company is currently evaluatingbelieves that the impact of its pending adoption of ASU 2018-14 will have a minor impact on the disclosures to the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for annual periods beginning after December 15, 2019, including interim periods within these annual periods. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial annual year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify disclosures upon issuance of ASU 2018-13. The Company believes that the pending adoption of ASU 2018-13 will not have a material impact on the disclosures to the consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivative and Hedging (Topic 815), Targeted improvements to accounting for hedging activities. The amendments in ASU 2017-12 better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments in ASU 2017-12 also include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments in ASU 2017-12 modify disclosures required in current GAAP. Those modifications include a tabular disclosure related to the effect on the income statement of fair value and cash flow hedges and eliminate the requirement to disclose the ineffective portion of the change in fair value of hedging instruments. The amendments also require new tabular disclosures related to cumulative basis adjustments for fair value hedges. The amendments in ASU 2017-12 are effective for public business entities for annual period beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the annual period that an entity adopts the amendments in ASU 2017-12. The Company believes that the pending adoption of ASU 2017-12 will not have a material impact on the consolidated financial statements since the Company terminated its existing cash flow hedges in the first quarter of 2018.11


In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held and requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. ASU 2016-13 is effective for public business entities for annual periods beginning after December 15, 2019, and early adoption is permitted for annual periods beginning after December 15, 2018. The Company has a project team that is currently evaluating the impact of its pending adoption of ASU 2016-13 on the consolidated financial statements.

10


In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 affects any entity that enters into a lease, with some specified scope exceptions. For public business entities, the amendments in ASU 2016-02 are effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company intends to adopt ASU 2016-02 inbelieves that the annual period beginning January 1, 2019. The Company intends to apply the modified retrospective transition method and elect the transition option to use the effective date January 1, 2019, as the date of initial application. The Company will not adjust its comparative period financial statements for effects of the ASU 2016-02, or make the new required lease disclosures for periods before the effective date. The Company will recognize its cumulative effect transition adjustment as of the effective date. In addition, we intend to elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, will allow us to carry forward the historical lease classification.During the third quarter, the Company continued its process to identify leasing arrangements and to compare its accounting policies and practices to the requirements of the new standard. Further, the Company is assessing if there are any “embedded leases” in arrangements with its suppliers and customers that may result in right to use assets. In addition, the Company has continued its implementation of a new system to assist with lease accounting.The Company regularly enters into operating leases, for which current GAAP does not require recognition on the balance sheet. The Company anticipates that thepending adoption of ASU 2016-022016-13 will primarily result innot have a material impact on the recognition of most operating leases on its balance sheet resulting in an increase in reported right-of-use assets and leasing liabilities. The Company will continue to assess the impact from the new standard, including consideration of control and process changes to capture lease data necessary to apply ASU 2016-02.consolidated financial statements.

3. DISCONTINUED OPERATIONS

As discussed in Note 1. Basis of Presentation above, on June 29, 2018, the Company completed the spin-off of Veoneer and the requirements for the presentation of Veoneer as a discontinued operation were met on that date. Accordingly, Veoneer’s historical financial results are reflected in the Company’s unaudited condensed consolidated financial statements as discontinued operations. The Company did not allocate any general corporate overhead or interest expense to discontinued operations.

The financial results of Veoneer are presented as loss from discontinued operations, net of income taxes in the unaudited Condensed Consolidated Statements of Income. The following table presents the financial results of Veoneer (dollars in millions).

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Net sales

 

$

 

 

$

547.9

 

 

$

1,122.9

 

 

$

1,675.3

 

 

$

 

 

$

 

 

$

 

 

$

1,122.9

 

Cost of sales

 

 

 

 

 

(438.5

)

 

 

(898.4

)

 

 

(1,331.9

)

 

 

 

 

 

 

 

 

 

 

 

(898.4

)

Gross profit

 

 

 

 

 

109.4

 

 

 

224.5

 

 

 

343.4

 

 

 

 

 

 

 

 

 

 

 

 

224.5

 

Selling, general and administrative expenses

 

 

 

 

 

(22.3

)

 

 

(59.7

)

 

 

(67.1

)

 

 

 

 

 

 

 

 

 

 

 

(59.7

)

Research, development and engineering expenses, net

 

 

 

 

 

(89.4

)

 

 

(224.0

)

 

 

(275.7

)

 

 

 

 

 

 

 

 

 

 

 

(224.0

)

Amortization of intangibles

 

 

 

 

 

(6.1

)

 

 

(10.5

)

 

 

(29.7

)

 

 

 

 

 

 

 

 

 

 

 

(10.5

)

Other income (expense), net

 

 

 

 

 

(0.1

)

 

 

(53.4

)

 

 

12.5

 

 

 

 

 

 

 

 

 

 

 

 

(53.4

)

Operating loss

 

 

 

 

 

(8.5

)

 

 

(123.1

)

 

 

(16.6

)

 

 

 

 

 

 

 

 

 

 

 

(123.1

)

Loss from equity method investments

 

 

 

 

 

(9.9

)

 

 

(29.9

)

 

 

(17.7

)

 

 

 

 

 

 

 

 

 

 

 

(29.9

)

Interest income

 

 

 

 

 

 

 

 

0.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.7

 

Interest expense

 

 

 

 

 

 

 

 

(0.4

)

 

 

(0.1

)

 

 

 

 

 

 

 

 

 

 

 

(0.4

)

Other non-operating items, net

 

 

 

 

 

0.2

 

 

 

0.5

 

 

 

(0.1

)

 

 

 

 

 

 

 

 

 

 

 

0.5

 

Loss before income taxes

 

 

 

 

 

(18.2

)

 

 

(152.2

)

 

 

(34.5

)

 

 

 

 

 

 

 

 

 

 

 

(152.2

)

Income tax (expense) benefit

 

 

 

 

 

0.2

 

 

 

(43.6

)

 

 

2.5

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

(43.6

)

Loss from discontinued operations, net of income taxes

 

 

 

 

 

(18.0

)

 

 

(195.8

)

 

 

(32.0

)

 

 

 

 

 

 

 

 

 

 

 

(195.8

)

Less: Net loss attributable to non-controlling interest

 

 

 

 

 

(3.1

)

 

 

(8.3

)

 

 

(7.2

)

 

 

 

 

 

 

 

 

 

 

 

(8.3

)

Net loss from discontinued operations

 

$

 

 

$

(14.9

)

 

$

(187.5

)

 

$

(24.8

)

 

$

 

 

$

 

 

$

 

 

$

(187.5

)

 

The Company has incurred $79.4$70.9 million in separation costs related to the spin-off of Veoneer of which $70.9 million has been incurredfor the nine months period ended September 30, 2018 year to date and iswas reported in Other income (expense), net. These costs arewere primarily related to professional fees associated with planning the spin-off, as well as spin-off activities within finance, tax, legal and information system functions and certain investment banking fees incurred upon the completion of the spin-off.

11


The following table summarizes the carrying value of major classes of assets and liabilities of Veoneer, reclassified as assets and liabilities of discontinued operations at December 31, 2017 (dollars in millions).

 

 

December 31, 2017

 

ASSETS

 

 

 

 

Receivables, net

 

$

460.5

 

Inventories, net

 

 

154.8

 

Other current assets

 

 

31.9

 

Total current assets, discontinued operations

 

 

647.2

 

 

 

 

 

 

Property, plant and equipment, net

 

 

364.2

 

Investments and other non-current assets

 

 

177.5

 

Goodwill

 

 

291.8

 

Intangible assets, net

 

 

122.2

 

Total non-current assets, discontinued operations

 

$

955.7

 

 

 

 

 

 

LIABILITIES

 

 

 

 

Accounts payable

 

$

323.5

 

Accrued expenses

 

 

199.1

 

Other current liabilities

 

 

45.6

 

Total current liabilities, discontinued operations

 

 

568.2

 

 

 

 

 

 

Long-term debt

 

 

11.0

 

Pension liability

 

 

19.1

 

Other non-current liabilities

 

 

34.0

 

Total non-current liabilities, discontinued operations

 

$

64.1

 

In connection with the spin-off, Autoliv entered into definitive agreements with Veoneer that, among other matters, set forth the terms and conditions of the spin-off and provide a framework for Autoliv’s relationship with Veoneer after the spin-off including(the “Spin-Off Agreements”). For more detailed information concerning the following (collectively,Spin-off Agreements, see Note 3 to the “Spin-off Agreements”):

Distribution Agreement

The Distribution Agreement sets forthAnnual Report on Form 10-K for the principal transactions taken by Veoneer and by Autoliv in connectionyear ended December 31, 2018, filed with the spin-off and the termsSEC on February 21, 2019. No changes have been made to govern certain aspectsany of the parties’ relationship following the spin-off. The Distribution Agreement also provides for cross-indemnities that, exceptagreements as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of Veoneer’s business with Veoneer and financial responsibility for the obligations and liabilities of Autoliv’s business with Autoliv. However, Autoliv has agreed to indemnify Veoneer for certain warranty, recall and product liabilities for Electronics products manufactured prior to April 1, 2018, and has retained an indemnification liability.September 30, 2019.

Amended and Restated Transition Services Agreement

Pursuant to the Amended and Restated Transition Services Agreement, Autoliv or one of its subsidiaries will provide various services to Veoneer and its subsidiaries and Veoneer or one of its subsidiaries agreed to provide various services to Autoliv and subsidiaries of Autoliv for a limited time to help ensure an orderly transition following the spin-off. The services will terminate no later than March 31, 2020.

Employee Matters Agreement

The Employee Matters Agreement governs Autoliv’s and Veoneer’s compensation and employee benefit obligations with respect to the employees and non-employee directors of each company.

Pursuant to the Agreement, the Company transferred to Veoneer pension benefits and postretirement benefits other than pension related to Veoneer employees. The transfer of assets and obligations to Veoneer resulted in a net decrease in the underfunded status of the sponsored pension and postretirement benefits other than pension of $22.8 million and the transfer of unrecognized losses in accumulated other comprehensive income of $6.3 million on the Distribution Date.  

Tax Matters Agreement

Pursuant to the Tax Matters Agreement, Autoliv and Veoneer allocated the liability for taxes and certain tax assets between the two companies.  The Tax Matters Agreement also governs the parties’ respective rights, responsibilities, and obligations with respect to U.S. federal, state, local and foreign taxes (including taxes arising in the ordinary course of business and taxes, if any,

12


incurred as a result of any failure of the spin-off and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters.

Pursuant to the Tax Matters Agreement, Autoliv is the primary obligor on all taxes which relate to any period prior to April 1, 2018. Consequently, the Company is liable for any transition taxes under the Tax Cuts and Jobs Act of 2017.

Reseller Agreements

Reseller agreements are primarily comprised of arrangements between Veoneer and Autoliv business units in Japan, the U. S., India and Sweden to address situations in which customers have not yet been able to update their systems to reflect Veoneer as the supplier. Under the terms of these agreements and based on the substance of the relationships with the customers, Veoneer has the responsibility to provide the products to the customers although orders may be placed with Autoliv and Autoliv may collect the cash for the associated invoices which is then remitted to Veoneer.

Veoneer Capital Contribution

In connection with the spin-off, Autoliv capitalized Veoneer with approximately $1 billion of cash. Net assets of $2,129$2,129 million, including approximately $1 billion of cash, were transferred to Veoneer on or prior to the Distribution Date, including $13 million of accumulated other comprehensive loss (primarily related to pension and cumulative translation adjustment) and the non-controlling interest of $112 million. This resulted in a $2,030 million reduction to retained earnings.In the third quartersecond half of 2018, an adjustment to the cash contribution amount of $8$5 million was made reducing the net assets contributed to Veoneer to $2,121$2,123 million. In the second quarter of 2019, an adjustment of $0.2 million was made to true-up the $2.5 million contribution made to Veoneer as an adjustment of deferred tax assets related to Veoneer.

12


The following table presents depreciation, amortization, capital expenditures, acquisition of businesses and significant non-cash items of the discontinued operations related to Veoneer (dollars in millions).

 

 

Nine months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30,

2019

 

 

September 30,

2018

 

Depreciation

 

$

44.8

 

 

$

61.0

 

 

$

 

 

$

44.8

 

Amortization of intangible assets

 

 

10.5

 

 

 

29.7

 

 

 

 

 

 

10.5

 

Capital expenditures

 

 

71.1

 

 

 

69.9

 

 

 

 

 

 

71.1

 

Acquisition in affiliate, net

 

 

71.0

 

 

 

110.1

 

 

 

 

 

 

71.0

 

M/A-COM earn-out adjustment

 

 

(14.0

)

 

 

(12.7

)

 

 

 

 

 

(14.0

)

Undistributed loss from equity method investment

 

 

29.9

 

 

 

17.7

 

 

 

 

 

 

29.9

 

 

4. LEASES

4. REVENUEThe Company has operating leases for offices, manufacturing and research buildings, machinery, automobiles, data processing and other equipment. The Company’s leases have remaining lease terms of 1-47 years, some of which include options to extend the leases for up to 25 years, and some of which include options to terminate the leases within 1 year.

In accordanceFinance lease right-of-use assets are presented together with ASC 606, Revenueother property, plant and equipment assets and finance lease liabilities are presented together with other short-term and long-term liabilities in the Condensed Consolidated Balance Sheets. However, the Company has not identified any material finance leases as of September 30, 2019.

As of September 30, 2019, the Company has no additional material operating leases that have not yet commenced.

The Company has elected the practical expedient of not separating lease components from Contracts with Customers, revenuenon-lease components for all its classes of underlying assets. The Company has also elected to recognize the lease payments for short-term leases in its consolidated statement of income on a straight-line basis over the lease term and recognize the variable lease payments in the period in which the obligation for those payments is measured basedincurred.

If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as the discount rate. The Company uses its best judgement when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on consideration specifieda collateralized basis over a similar term to the lease payments in a contract with a customer, adjusted for any variable consideration (i.e. price concessions or annual price adjustments) and estimated at contract inception. similar currency.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer.following tables provide information about the Company’s leases. Since finance leases are not material the finance lease cost components have not been disclosed in the tables below.

In addition, from time to time, Autoliv may make payments to customers in connection with ongoing and future business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments unless certain criteria are met warranting capitalization. The Company considers qualitative factors such as the maturity of the product and technology involved in a potential transaction as well as how current the customer relationship is, when evaluating if a payment(s) warrant capitalization. If the payments are capitalized, the amounts are amortized to revenue as the related goods are transferred.

Lease cost

 

 

 

 

 

 

 

 

(in millions)

 

Three months ended

 

 

Nine months ended

 

 

 

September 30, 2019

 

 

September 30, 2019

 

Operating lease cost

 

$

12

 

 

$

36

 

Short-term lease cost

 

 

2

 

 

 

5

 

Variable lease cost

 

 

1

 

 

 

3

 

Sublease income

 

 

(1

)

 

 

(2

)

Total lease cost

 

$

14

 

 

$

42

 

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales.

Other information

 

 

 

 

(in millions)

 

Nine months ended

or as of

 

 

 

September 30, 2019

 

Cash paid for amounts included in the measurement of operating

   lease liabilities

 

$

35

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

34

 

Weighted-average remaining lease term - operating leases

 

7 years

 

Weighted-average discount rate - operating leases

 

 

2.4

%

 

13


Nature of goods and services

The following is a description of principal activities from which the Company generates its revenue. The Company has after the spin-off of its Electronics business one operating segment, Passive Safety, which includes airbag and seatbelt products and components. The Company generates revenue from the sale of production parts to original equipment manufacturers (“OEMs”).

The Company accounts for individual products separately if they are distinct (i.e., if a product is separately identifiable from other items and if a customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration, including any price concessions or annual price adjustments, is based on their stand-alone selling prices for each of the products. The stand-alone selling prices are determined based on the cost-plus margin approach.

The Company recognizes revenue for production parts primarily at a point in time.

For production parts with revenue recognized at a point in time, the Company recognizes revenue upon shipment to the customers and transfer of title and risk of loss under standard commercial terms (typically FOB shipping point). There are certain contracts where the criteria to recognize revenue over time have been met (e.g., there is no alternative use to the Company and the Company has an enforceable right to payment). In such cases, at period end, the Company recognizes revenue and a related asset and associated cost of goods sold and inventory. However, the financial impact of these contracts is immaterial considering the very short production cycles and limited inventory days on hand, which is typical for the automotive industry.

The amount of revenue recognized is based on the purchase order price and adjusted for variable consideration (i.e. price concessions or annual price adjustments). Customers typically pay for the production parts based on customary business practices with stated payment terms averaging 30 days.

Maturities of operating lease liabilities (undiscounted cash flows) are as follows:

 

 

 

 

(in millions)

 

 

 

 

 

 

As of

September 30, 2019

 

2019 (excluding the nine months ended September 30, 2019)

 

$

12

 

2020

 

$

38

 

2021

 

$

26

 

2022

 

$

21

 

2023

 

$

18

 

Thereafter

 

$

55

 

Total operating lease payments

 

$

170

 

Less imputed interest

 

$

(15

)

Total operating lease liabilities

 

$

155

 

 

5. REVENUE

Disaggregation of revenue

In the following tables, revenue from the Company’s continuing operations is disaggregated by primary region and products.

 

Net Sales by Region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Three months ended

 

 

Nine months ended

 

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

China

 

$

351.9

 

 

$

343.2

 

 

$

1,103.5

 

 

$

973.1

 

Japan

 

 

196.3

 

 

 

193.4

 

 

 

606.4

 

 

 

578.6

 

Rest of Asia

 

 

200.9

 

 

 

200.4

 

 

 

623.6

 

 

 

587.9

 

Americas

 

 

684.8

 

 

 

575.3

 

 

 

2,034.3

 

 

 

1,835.9

 

Europe

 

 

599.1

 

 

 

640.3

 

 

 

2,117.6

 

 

 

2,002.6

 

Total net sales

 

$

2,033.0

 

 

$

1,952.6

 

 

$

6,485.4

 

 

$

5,978.1

 

Net Sales by Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Airbag Products and Other1)

 

$

1,349.3

 

 

$

1,357.4

 

 

$

4,232.7

 

 

$

4,234.9

 

Seatbelt Products1)

 

 

678.4

 

 

 

675.6

 

 

 

2,123.7

 

 

 

2,250.5

 

Total net sales

 

$

2,027.7

 

 

$

2,033.0

 

 

$

6,356.4

 

 

$

6,485.4

 

1)

Including Corporate and other sales.

Net Sales by Region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

China

 

$

381.7

 

 

$

351.9

 

 

$

1,061.7

 

 

$

1,103.5

 

Japan

 

 

202.4

 

 

 

196.3

 

 

 

601.6

 

 

 

606.4

 

Rest of Asia

 

 

193.6

 

 

 

200.9

 

 

 

622.8

 

 

 

623.6

 

Americas

 

 

713.1

 

 

 

684.8

 

 

 

2,214.2

 

 

 

2,034.3

 

Europe

 

 

536.9

 

 

 

599.1

 

 

 

1,856.1

 

 

 

2,117.6

 

Total net sales

 

$

2,027.7

 

 

$

2,033.0

 

 

$

6,356.4

 

 

$

6,485.4

 

 

Net Sales by Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Three months ended

 

 

Nine months ended

 

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

Airbag Products and Other1)

 

$

1,357.4

 

 

$

1,276.5

 

 

$

4,234.9

 

 

$

3,947.6

 

Seatbelt Products1)

 

 

675.6

 

 

 

676.1

 

 

 

2,250.5

 

 

 

2,030.5

 

Total net sales

 

$

2,033.0

 

 

$

1,952.6

 

 

$

6,485.4

 

 

$

5,978.1

 

1) Including Corporate and other sales.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract balances

The contract assets relate to the Company's rights to consideration for work completed but not billed (generally in conjunction with contracts for which revenue is recognized over time) at the reporting date on production parts.parts and is included in Other current assets on the Condensed Consolidated Balance Sheet. The contract assets are reclassified into the receivables balance when the rights to receive payments become unconditional. There have been no impairment losses recognized related toThe net change in the contract assets arising frombalance, reflecting the Company’s contracts with customers. adjustments needed to align revenue recognition for work completed but not billed, for the three and nine months period ended September 30, 2019 is not material.

Certain contracts have resulted in consideration in advance of fulfilling the performance obligations and the amounts received have been classified as contract liabilities.

liabilities within Other current liabilities and Other non-current liabilities on the Condensed Consolidated Balance Sheet. The portion of the contract liabilities recognized as revenue for the three and nine months period ended September 30, 2019 is not material.

14


The following tables provides information about receivables, contract assets, and contract liabilities from contracts with customers.

Contract Balances with Customers

 

 

 

 

 

 

 

 

(Dollars in millions)

 

As of

 

 

 

September 30, 2018

 

 

December 31, 2017

 

Receivables, net

 

$

1,784.5

 

 

$

1,696.7

 

Contract assets 1)

 

 

19.3

 

 

 

 

Contract liabilities 2)

 

 

31.6

 

 

 

33.0

 

1) Included in other current assets.

 

 

 

 

 

 

 

 

2) Included in other current and other non-current liabilities.

 

 

 

 

 

 

 

 

Receivables, net of allowance

 

 

 

 

 

 

 

 

(Dollars in millions)

 

As of

 

 

 

September 30, 2018

 

 

December 31, 2017

 

Receivables

 

$

1,790.3

 

 

$

1,703.0

 

Allowance at beginning of period

 

 

(6.3

)

 

 

(4.2

)

Net decrease/(increase) of allowance

 

 

0.5

 

 

 

(1.8

)

Translation difference

 

 

0.0

 

 

 

(0.3

)

Allowance at end of period

 

 

(5.8

)

 

 

(6.3

)

Receivables, net of allowance

 

$

1,784.5

 

 

$

1,696.7

 

Changes in the contract assets and the contract liabilities balances during the period are as follows:

Change in Contract Balances with Customers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2018

 

 

Nine months ended September 30, 2018

 

 

 

Contract assets

 

 

Contract liabilities

 

 

Contract assets

 

 

Contract liabilities

 

Beginning balance

 

$

18.7

 

 

$

30.3

 

 

$

 

 

$

33.0

 

Increases/(decreases) due to cumulative catch up

   adjustment

 

 

 

 

 

 

 

 

15.0

 

 

 

 

Increases/(decreases) due to revenue recognized

 

 

19.3

 

 

 

(1.5

)

 

 

56.1

 

 

 

(3.9

)

Increases/(decreases) due to cash received

 

 

 

 

 

 

 

 

 

 

 

 

Increases/(decreases) due to transfer to receivables

 

 

(18.7

)

 

 

 

 

 

(51.8

)

 

 

 

Translation difference

 

 

 

 

 

2.8

 

 

 

 

 

 

2.5

 

Ending balance

 

$

19.3

 

 

$

31.6

 

 

$

19.3

 

 

$

31.6

 

The increases/(decreases) in the table above related to contracts assets reflect the total adjustments needed to align revenue recognition for work completed but not billed at each quarter period end.

Contract costs

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. The amount of fulfillment costs was not material for any period presented.

5.6. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities and short-term debt approximate their fair value because of the short-term maturity of these instruments.

The Company uses derivative financial instruments, “derivatives”, as part of its debt management to mitigate the market risk that occurs from its exposure to changes in interest rates and foreign exchange rates. The Company does not enter into derivatives for trading or other speculative purposes. The Company’s use of derivatives is in accordance with the strategies contained in the Company’s overall financial policy. All derivatives are recognized in the consolidated financial statements at fair value. Certain derivatives are from time to time designated either as fair value hedges or cash flow hedges in line with the hedge accounting criteria. For certain other derivatives hedge accounting is not applied either because non-hedge accounting treatment creates the same accounting result or the hedge does not meet the hedge accounting requirements, although entered into applying the same rationale concerning mitigating market risk that occurs from changes in interest rates and foreign exchange rates.

15


TheCompany’s derivatives are all classified as Level 2 of the fair value hierarchy and there were no transfers between the levels during this or comparable periods (for further information about the hierarchy levels, see the Company’s Annual Report on Form 10-K).

The tables below present information about the Company’s derivative financial assets and liabilities measured at fair value on a recurring basis for the continuing operations.operations (dollars in millions). The carrying value is the same as the fair value as these instruments are recognized in the consolidated financial statements at fair value. Although the Company is party to close-out netting agreements (ISDA agreements) with all derivative counterparties, the fair values in the tables below and in the Condensed Consolidated Balance Sheets at September 30, 20182019 and December 31, 2017,2018 have been presented on a gross basis. According to the close-out netting agreements, transaction amounts payable to a counterparty on the same date and in the same currency can be netted. The amounts subject to netting agreements that the Company chose not to offset are presented below.

 

 

September 30, 2018

 

 

 

 

September 30, 2019

 

 

 

 

 

 

 

 

Fair Value

Measurements

 

 

 

 

 

 

 

 

Fair Value

Measurements

 

 

 

Description

 

Nominal

volume

 

 

Derivative

asset

 

 

Derivative

liability

 

 

Balance sheet location

 

Nominal

volume

 

 

Derivative

asset

 

 

Derivative

liability

 

 

Balance sheet location

Derivatives not designated as hedging

instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swaps, less than

6 months

 

$

1,136.0

 

1)

$

2.0

 

2)

$

3.8

 

3)

Other current assets/ Other

current liabilities

 

$

864.2

 

1)

$

1.4

 

2)

$

7.3

 

3)

Other current assets/ Other

current liabilities

Total derivatives not designated as

hedging instruments

 

$

1,136.0

 

 

$

2.0

 

 

$

3.8

 

 

 

 

$

864.2

 

 

$

1.4

 

 

$

7.3

 

 

 

 

1)

Net nominal amount after deducting for offsetting swaps under ISDA agreements is $1,136.0$849.6 million.

2)

Net amount after deducting for offsetting swaps under ISDA agreements is $2.0$1.3 million.

3)

Net amount after deducting for offsetting swaps under ISDA agreements is $3.8$7.3 million.

 

 

December 31, 2017

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

Fair Value

Measurements

 

 

 

 

 

 

 

 

Fair Value

Measurements

 

 

 

Description

 

Nominal

volume

 

 

Derivative

asset

 

 

Derivative

liability

 

 

Balance sheet location

 

Nominal

volume

 

 

Derivative

asset

 

 

Derivative

liability

 

 

Balance sheet location

Derivatives not designated as hedging

instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swaps, less than

6 months

 

$

468.2

 

1)

$

2.4

 

2)

$

0.3

 

3)

Other current assets/ Other

current liabilities

 

$

659.1

 

1)

$

1.9

 

2)

$

1.1

 

3)

Other current assets/ Other

current liabilities

Total derivatives not designated as

hedging instruments

 

$

468.2

 

 

$

2.4

 

 

$

0.3

 

 

 

 

$

659.1

 

 

$

1.9

 

 

$

1.1

 

 

 

 

1)

Net nominal amount after deducting for offsetting swaps under ISDA agreements is $468.2$659.1 million.

2)

Net amount after deducting for offsetting swaps under ISDA agreements is $2.4$1.9 million.

3)

Net amount after deducting for offsetting swaps under ISDA agreements is $0.3$1.1 million.

15


Derivatives designated as hedging instruments

There were no0 derivatives designated as hedging instruments as of September 30, 20182019 and December 31, 20172018 related to the continuing operations.

Derivatives not designated as hedging instruments

Derivatives not designated as hedging instruments relate to economic hedges and are marked to market with all amounts recognized in the Consolidated Statements of Income. The derivatives not designated as hedging instruments outstanding at September 30, 20182019 and December 31, 2017 related to the continuing operations2018 were foreign exchange swaps.

For the three months ended September 30, 20182019 and September 30, 2017,2018, the gains and losses recognized in other non-operating items, net were a gainloss of $1.0$9.5 million and a lossgain of $0.9$1 million, respectively, for derivative instruments not designated as hedging instruments. For the nine months ended September 30, 20182019 and September 30, 2017,2018, the gains and losses recognized in other non-operating items, net were a loss of $4.3$6.9 million and a loss of $0.5$4.3 million, respectively.respectively, for derivative instruments not designated as hedging instruments.

For the three and nine monthsmonth periods ended September 30, 20182019 and September 30, 2017,2018, the gains and losses recognized as interest expense were immaterial.

Fair Value of Debt

The fair value of long-term debt is determined either from quoted market prices as provided by participants in the secondary market or for long-term debt without quoted market prices, estimated using a discounted cash flow method based on the

16


Company’s current borrowing rates for similar types of financing. The Company has determined that each of these fair value measurements of debt reside within Level 2 of the fair value hierarchy.

OnIn the table below “Bonds” relates to multiple USPP bonds and Euro denominated bonds. “Loans” relates to utilized long-term loan facilities. In June 18, 2018, Autoliv announced that it priced2019, the Company issued a 5-year€100 million bond offering of EUR 500and utilized a SEK 1,200 million in the Eurobond market (the “Notes”). The Notes were issued on June 26, 2018, at an issue price of 99.527%, and carry a coupon of 0.75% (paid annually in arrears), which implies a per annum yield of 0.847%.long term loan facility.

The fair value and carrying value of debt for the continuing operations is summarized in the table below (dollars in millions).

 

 

September 30,

 

 

September 30,

 

 

December 31,

 

 

December 31,

 

 

2018

 

 

2018

 

 

2017

 

 

2017

 

 

September 30,

 

 

September 30,

 

 

December 31,

 

 

December 31,

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

value1)

 

 

value

 

 

value1)

 

 

value

 

 

Carrying

value1)

 

 

Fair

value

 

 

Carrying

value1)

 

 

Fair

value

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Private placement

 

$

1,101.3

 

 

$

1,134.9

 

 

$

1,310.5

 

 

$

1,379.9

 

Eurobond

 

 

576.1

 

 

 

579.3

 

 

 

 

 

 

 

Bonds

 

$

1,692.1

 

 

$

1,788.1

 

 

$

1,609.0

 

 

$

1,628.9

 

Loans

 

 

122.5

 

 

 

122.3

 

 

 

 

 

 

 

Other long-term debt

 

 

0.1

 

 

 

0.1

 

 

 

0.2

 

 

 

0.2

 

 

 

0.5

 

 

 

0.5

 

 

 

 

 

 

 

Total

 

$

1,677.5

 

 

$

1,714.3

 

 

$

1,310.7

 

 

$

1,380.1

 

 

$

1,815.1

 

 

$

1,910.9

 

 

$

1,609.0

 

 

$

1,628.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

349.9

 

 

$

349.9

 

 

$

 

 

$

 

 

$

172.4

 

 

$

172.4

 

 

$

342.6

 

 

$

342.6

 

Short-term portion of long-term debt

 

 

208.1

 

 

 

210.1

 

 

 

0.2

 

 

 

0.2

 

 

 

60.0

 

 

 

61.6

 

 

 

268.1

 

 

 

270.4

 

Overdrafts and other short-term debt

 

 

15.0

 

 

 

15.0

 

 

 

19.5

 

 

 

19.5

 

 

 

57.5

 

 

 

57.5

 

 

 

10.0

 

 

 

10.0

 

Total

 

$

573.0

 

 

$

575.0

 

 

$

19.7

 

 

$

19.7

 

 

$

289.9

 

 

$

291.5

 

 

$

620.7

 

 

$

623.0

 

 

1)

Debt as reported in balance sheet.

Assets and liabilities measured at fair value on a nonrecurring basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a nonrecurring basis including certain long-lived assets, including equity method investments, goodwill and other intangible assets, typically as it relates to impairment.

The Company has determined that the fair value measurements included in each of these assets and liabilities rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets and settlements of liabilities, as observable inputs are not available. The Company has determined that each of these fair value measurements reside within Level 3 of the fair value hierarchy. To determine the fair value of long-lived assets, the Company utilizes the projected cash flows expected to be generated by the long-lived assets, then discounts the future cash flows over the expected life of the long-lived assets.

For the three and nine month periods ended September 30, 2019 and September 30, 2018, the Company did 0t record any impairment charges on its long-lived assets for its continuing operations.

6.

16


7. INCOME TAXES

The effective tax rate in the third quarter of 20182019 was 31.1%36.0% compared to 29.5%31.1% in the same quarter of 2017.2018. Discrete tax items, net in the third quarter of 20182019 had aan unfavorable impact of 0.2%. In the third quarter of 2017,2018, discrete tax items, net had an unfavorable impact of 2.8%0.2%.

The effective tax rate in the first nine months of 2018 was 23.0% compared to 29.2% for the first nine months of 2017. The effective2019 was 30.1% compared to 23.0% in the same period of 2018. Discrete tax rate initems, net for the first nine months of 2019 had a favorable impact of 0.2%. In the same period of 2018, was favorably impacted by 5.3%, due to discrete tax items, principally the reversal of valuation allowances against deferred tax assets recorded in the second quarter. In the first nine months of 2017, the net had a favorable impact of discrete tax items caused a 3.4% increase to the effective tax rate.5.3%.

In December 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. For the nine months ended September 30, 2018, the Company did not have the necessary information analyzed to revise the provisional amount initially recorded for the transition tax for the year ended December 31, 2017. As a result, the Company did not make any adjustment to the provisional transition tax recorded in December 2017. Additional work is still necessary for a more detailed analysis of the Company's deferred tax assets and liabilities and its historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in the fourth quarter of 2018 when the analysis is complete.

17


The Company files income tax returns in the United States federal jurisdiction, and various states and non-U.S. jurisdictions. At any given time, the Company is undergoing tax audits in several tax jurisdictions covering multiple years. The Company is no longer subject to income tax examination by the U.S. federal income tax authorities for years prior to 2014.2015. With few exceptions, the Company is no longer subject to income tax examination by U.S. state or local tax authorities or by non-U.S. tax authorities for years before 2009.2010.

As of September 30, 2018,2019, the Company is not aware of any proposed income tax adjustments resulting from tax examinations that would have a material impact on the Company’s condensed consolidated financial statements. The conclusion of such audits could result in additional increases or decreases to unrecognized tax benefits in some future period or periods.

During the third quarterfirst nine months of 2018,2019, the Company recorded a net decreaseincrease of $0.2$0.6 million to income tax reserves for unrecognized tax benefits based on tax positions related to the current year, including accruing additional interest related to unrecognized tax benefits of prior years. In addition, during the third quarter of 2018, the Company recorded a decrease of $2.2 million to income tax reserves for unrecognized tax benefits of prior years due to settlements with tax authorities. Of the total unrecognized tax benefits of $29.8$57.3 million recorded at September 30, 2018, $4.12019, $0 million is classified as current tax payable within Other current liabilities and $25.7$57.3 million is classified as non-current tax payable within Other non-current liabilities on the Condensed Consolidated Balance Sheet.

7.8. INVENTORIES

Inventories are stated at the lower of cost (principally FIFO)(FIFO) and net realizable value. The components of inventories for the continuing operations were as follows (dollars in millions):

 

 

As of

 

 

As of

 

 

September 30, 2018

 

 

December 31, 2017

 

 

September 30,

2019

 

 

December 31,

2018

 

Raw materials

 

$

377.2

 

 

$

333.2

 

 

$

372.2

 

 

$

370.9

 

Work in progress

 

 

283.5

 

 

 

263.8

 

 

 

259.9

 

 

 

277.4

 

Finished products

 

 

178.8

 

 

 

187.9

 

 

 

183.3

 

 

 

194.7

 

Inventories

 

$

839.5

 

 

$

784.9

 

 

 

815.4

 

 

 

843.0

 

Inventory valuation reserve

 

 

(80.8

)

 

 

(80.6

)

 

 

(83.6

)

 

 

(85.1

)

Total inventories, net of reserve

 

$

758.7

 

 

$

704.3

 

 

$

731.8

 

 

$

757.9

 

 

8.9. RESTRUCTURING

Restructuring provisions are made on a case-by-case basis and primarily include severance costs incurred in connection with headcount reductions and plant consolidations. The Company expects to finance restructuring programs over the next several years through cash generated from its ongoing operations or through cash available under existing credit facilities. The Company does not expect that the execution of these activitiesprograms will have a material adverse impact on its liquidity position. The changes in the employee-related reserves have been charged against Other income (expense), net in the Consolidated Statements of Income.

The provisions in the three and nine month periods ended September 30, 2019 of $27.7 million and $41.4 million, respectively, mainly relate to a global reduction in indirect labor pursuant to the Company’s restructuring program initiated in the second quarter of 2019 and is expected to be concluded in the second quarter of 2020. The majority of reduction and expense to date relates to restructuring activities in Europe and the reserve balance as ofAmericas. For the three and nine month periods ended September 30, 2018 pertains2019, cash payments of $15.2 and $21.7 million, respectively, mainly relate to restructuring activities initiated in Western Europe over the past few years. The Company anticipates that its restructuring initiativesyears in Western Europe for a number of plants, none of which are individually or in the aggregate material asEurope.

As of September 30, 2018, will continue through dates ranging from 2018 through 2021. The total amount of costs expected to be incurred in connection with these restructuring activities ranges from2019, approximately $10 million to $28 million for each individual activity. In the aggregate, the cost for these Western European restructuring initiatives is approximately $101 million and the remaining restructuring liability as of September 30, 2018 is approximately $29$36 million out of the $32.5$50.8 million total reserve balance.balance can be attributed to the indirect labor reduction program. The remaining balance relates to older restructuring programs, primarily in Western Europe, which is expected to be settled in 2021.

17


The table below summarizes the change in the balance sheet position of the employee related restructuring reserves related tofor the continuing operations (dollars in millions). Restructuring costs other than employee related costs are immaterial for all periods presented.

 

 

 

Three months ended September 30, 2018

 

 

Three months ended September 30, 2017

 

 

 

Restructuring

employee-related

 

 

Restructuring

Other

 

 

Total

 

 

Restructuring

employee-related

 

 

Restructuring

Other

 

 

Total

 

Reserve at beginning of the period

 

$

35.8

 

 

$

0.2

 

 

$

36.0

 

 

$

24.4

 

 

$

0.3

 

 

$

24.7

 

Provision/charge

 

 

0.5

 

 

 

 

 

 

0.5

 

 

 

21.3

 

 

 

 

 

 

21.3

 

Provision/reversal

 

 

 

 

 

 

 

 

 

 

 

(0.4

)

 

 

 

 

 

(0.4

)

Cash payments

 

 

(4.0

)

 

 

 

 

 

(4.0

)

 

 

(4.1

)

 

 

 

 

 

(4.1

)

Translation difference

 

 

0.0

 

 

 

 

 

 

0.0

 

 

 

2.3

 

 

 

(0.1

)

 

 

2.2

 

Reserve at end of the period

 

$

32.3

 

 

$

0.2

 

 

$

32.5

 

 

$

43.5

 

 

$

0.2

 

 

$

43.7

 

18


 

Nine months ended September 30, 2018

 

 

Nine months ended September 30, 2017

 

 

Three months ended

 

 

Nine months ended

 

 

Restructuring

employee-related

 

 

Restructuring

Other

 

 

Total

 

 

Restructuring

employee-related

 

 

Restructuring

Other

 

 

Total

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Reserve at beginning of the period

 

$

39.4

 

 

$

0.2

 

 

$

39.6

 

 

$

35.7

 

 

$

0.1

 

 

$

35.8

 

 

$

40.3

 

 

$

36.0

 

 

$

33.4

 

 

$

39.6

 

Provision/charge

 

 

4.8

 

 

 

 

 

 

4.8

 

 

 

24.4

 

 

 

0.2

 

 

 

24.6

 

Provision/reversal

 

 

 

 

 

 

 

 

 

 

 

(4.2

)

 

 

 

 

 

(4.2

)

Provision - charge

 

 

27.7

 

 

 

0.5

 

 

 

41.4

 

 

 

4.8

 

Provision - reversal

 

 

(0.2

)

 

 

 

 

 

(0.3

)

 

 

 

Cash payments

 

 

(10.8

)

 

 

 

 

 

(10.8

)

 

 

(17.0

)

 

 

 

 

 

(17.0

)

 

 

(15.2

)

 

 

(4.0

)

 

 

(21.7

)

 

 

(10.8

)

Translation difference

 

 

(1.1

)

 

 

 

 

 

(1.1

)

 

 

4.6

 

 

 

(0.1

)

 

 

4.5

 

 

 

(1.8

)

 

 

0.0

 

 

 

(2.0

)

 

 

(1.1

)

Reserve at end of the period

 

$

32.3

 

 

$

0.2

 

 

$

32.5

 

 

$

43.5

 

 

$

0.2

 

 

$

43.7

 

 

$

50.8

 

 

$

32.5

 

 

$

50.8

 

 

$

32.5

 

 

9.10. PRODUCT-RELATED LIABILITIES

The Company has reserves for product risks. Such reserves are related to product performance issues, including recalls, product liability and warranty issues. For further explanation, see Note 12. Contingent Liabilities below.

For the three and nine month periods ended September 30, 20182019 and September 30, 2017,2018, provisions and cash paid primarily relate to recall and warranty related issues. The decrease in the reserve balance as of September 30, 20182019 compared to the prior year was mainly due to cash payments. 

Pursuant to the Spin-Off Agreements, Autoliv is also required to indemnify Veoneer for recalls related to certain qualified Electronics products. At September 30, 2018,2019, the indemnification liabilities are approximately $23$9 million within accruedAccrued expenses on the Condensed Consolidated Balance Sheets and such amounts are not included in the table below.Sheets. Insurance receivables are included within Other current assets inand Investments and other non-current assets on the Condensed Consolidated Balance Sheets.

The table below summarizes the change in the balance sheet position of the product-related liabilities related to the continuing operations (dollars in millions).

 

 

Three months ended

 

 

Nine months ended

 

 

 

Three months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Reserve at beginning of the period

 

$

93.3

 

 

$

92.2

 

 

$

95.6

 

 

$

90.1

 

 

 

$

55.9

 

 

$

93.3

 

 

$

62.2

 

 

$

95.6

 

Change in reserve

 

 

1.8

 

 

 

0.5

 

 

 

19.8

 

 

 

11.0

 

 

 

 

9.4

 

 

 

1.8

 

 

 

17.5

 

 

 

19.8

 

Cash payments

 

 

(12.9

)

 

 

(6.6

)

 

 

(32.6

)

 

 

(16.9

)

 

 

 

(10.5

)

 

 

(12.9

)

 

 

(24.8

)

 

 

(32.6

)

Translation difference

 

 

(0.1

)

 

 

0.4

 

 

 

(0.7

)

 

 

2.3

 

 

 

 

(0.6

)

 

 

(0.1

)

 

 

(0.7

)

 

 

(0.7

)

Reserve at end of the period

 

$

82.1

 

 

$

86.5

 

 

$

82.1

 

 

$

86.5

 

 

 

$

54.2

 

 

$

82.1

 

 

$

54.2

 

 

$

82.1

 

 

10.11. RETIREMENT PLANS

The Company’s most significant retirementdefined benefit plan is the U.S. planAutoliv ASP, Inc. Pension Plan for which the benefits are based on an average of the employee’s earnings in the years preceding retirement and on credited service. In a prior year, the CompanyThis plan is closed participation in the Autoliv ASP, Inc. Pension Plan to exclude thosefor employees hired after December 31, 2003. Within the U.S. there is also a non-qualified restoration plan that provides benefits to employees whose benefits in the primary U.S. plan are restricted by limitations on the compensation that can be considered in calculating their benefits. In December 2017, the Company decided to amend the U.S. defined pension plan, communicating a benefits freeze that will begin on December 31, 2021.

For the Company’s non-U.S. defined benefit plans the most significant individual plan resides in the U.K. The Company has closed participation in the U.K. defined benefit plan to exclude all employees hired after April 30, 2003 with few members accruing benefits.

19


The Net Periodic Benefit Costs from continuing operations related to Other Post-retirement Benefits were not significant to the condensed consolidated financial statementsCondensed Consolidated Financial Statements of the Company for the three and nine month periodsmonths ended September 30, 20182019 and September 30, 20172018 and are not included in the table below.

18


The components of total Net Periodic Benefit Cost from continuing operations associated with the Company’s defined benefit retirement plans are as follows (dollars in millions):

 

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Service cost

 

$

4.9

 

 

$

4.9

 

 

$

14.8

 

 

$

14.3

 

 

$

4.5

 

 

$

4.9

 

 

$

13.5

 

 

$

14.8

 

Interest cost

 

 

4.6

 

 

 

5.0

 

 

 

13.9

 

 

 

14.9

 

 

 

5.1

 

 

 

4.6

 

 

 

15.4

 

 

 

13.9

 

Expected return on plan assets

 

 

(5.6

)

 

 

(4.8

)

 

 

(16.8

)

 

 

(14.6

)

 

 

(3.9

)

 

 

(5.6

)

 

 

(11.6

)

 

 

(16.8

)

Amortization prior service cost

 

 

0.1

 

 

 

0.2

 

 

 

0.2

 

 

 

0.3

 

Amortization of prior service cost

 

 

0.1

 

 

 

0.1

 

 

 

0.3

 

 

 

0.2

 

Amortization of actuarial loss

 

 

0.8

 

 

 

2.0

 

 

 

2.5

 

 

 

5.8

 

 

 

0.6

 

 

 

0.8

 

 

 

1.8

 

 

 

2.5

 

Net Periodic Benefit Cost

 

$

4.8

 

 

$

7.3

 

 

$

14.6

 

 

$

20.7

 

 

$

6.4

 

 

$

4.8

 

 

$

19.4

 

 

$

14.6

 

 

The Service cost and Amortization of prior service cost components from continuing operationsin the table above are reported among other employee compensation costs in the Consolidated Statements of Income. The remaining components - Interest cost, Expected return on plan assets and Amortization of actuarial loss - are reported as Other non-operating items, net in the Consolidated Statements of Income.

11. EQUITY

The changesdecrease in the equity components for the nine month period ended  September 30, 2018 were as follows (dollars in millions).

 

 

Common

stock

 

 

Additional

paid in

capital

 

 

Retained

earnings

 

 

Accumulated

other

comprehensive

(loss) income

 

 

Treasury

stock

 

 

Total parent

shareholders'

equity

 

 

Non-

controlling

interest

 

 

Total

equity

 

Balance at December 31, 2017

 

$

102.8

 

 

$

1,329.3

 

 

$

4,079.2

 

 

$

(287.5

)

 

$

(1,188.7

)

 

$

4,035.1

 

 

$

134.3

 

 

$

4,169.4

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

281.4

 

 

 

 

 

 

 

 

 

281.4

 

 

 

(6.9

)

 

 

274.5

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

(134.1

)

 

 

 

 

 

(134.1

)

 

 

(0.7

)

 

 

(134.8

)

Net change in cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

1.1

 

 

 

 

 

 

1.1

 

 

 

 

 

 

1.1

 

Defined benefit pension plan

 

 

 

 

 

 

 

 

 

 

 

6.1

 

 

 

 

 

 

6.1

 

 

 

 

 

 

6.1

 

Total Comprehensive Income

 

 

 

 

 

 

 

281.4

 

 

 

(126.9

)

 

 

 

 

 

154.5

 

 

 

(7.6

)

 

 

146.9

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.9

 

 

 

18.9

 

 

 

 

 

 

18.9

 

Cash dividends declared

 

 

 

 

 

 

 

 

(162.5

)

 

 

 

 

 

 

 

 

(162.5

)

 

 

 

 

 

(162.5

)

Dividends paid to non-controlling

   interest on subsidiary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.0

)

 

 

(2.0

)

Distribution of Veoneer

 

 

 

 

 

 

 

 

(2,021.9

)

 

 

13.0

 

 

 

 

 

 

(2,008.9

)

 

 

(111.7

)

 

 

(2,120.6

)

Adjustment due to adoption of

   ASC 606

 

 

 

 

 

 

 

 

3.3

 

 

 

 

 

 

 

 

 

3.3

 

 

 

 

 

 

3.3

 

Adjustment due to adoption of

   ASU 2018-02

 

 

 

 

 

 

 

 

10.2

 

 

 

(10.2

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2018

 

$

102.8

 

 

$

1,329.3

 

 

$

2,189.7

 

 

$

(411.6

)

 

$

(1,169.8

)

 

$

2,040.4

 

 

$

13.0

 

 

$

2,053.4

 

20


The following tables present details about components of accumulated comprehensive income (loss)expected return on plan assets for the three and nine month periodsmonths ended September 30, 2018 and September 30, 2017, respectively (dollars in millions).2019 compared to the same periods of the previous year is due to a lower assumed long-term rate of return on mainly the U.S. plan assets.

 

 

Three Months ended

 

 

 

September30, 2018

 

 

September 30, 2017

 

 

 

Equity attributable to

 

 

Equity attributable to

 

 

 

Controlling

interest

 

 

Non-controlling

interest

 

 

Total

 

 

Controlling

interest

 

 

Non-controlling

interest

 

 

Total

 

Balance at beginning of period

 

$

1,994.5

 

 

$

13.1

 

 

$

2,007.6

 

 

$

3,859.7

 

 

$

252.6

 

 

$

4,112.3

 

Total Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

117.5

 

 

 

0.5

 

 

 

118.0

 

 

 

90.8

 

 

 

(2.6

)

 

 

88.2

 

Foreign currency translation

 

 

(29.0

)

 

 

(1.0

)

 

 

(30.0

)

 

 

57.1

 

 

 

0.8

 

 

 

57.9

 

Net change in cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

(3.9

)

 

 

 

 

 

(3.9

)

Defined benefit pension plan

 

 

0.4

 

 

 

 

 

 

0.4

 

 

 

1.3

 

 

 

 

 

 

1.3

 

Total Comprehensive Income

 

 

88.9

 

 

 

(0.5

)

 

 

88.4

 

 

 

145.3

 

 

 

(1.8

)

 

 

143.5

 

Common Stock incentives

 

 

3.1

 

 

 

 

 

 

3.1

 

 

 

5.4

 

 

 

 

 

 

5.4

 

Cash dividends declared

 

 

(54.1

)

 

 

 

 

 

(54.1

)

 

 

(51.8

)

 

 

 

 

 

(51.8

)

Distribution of Veoneer

 

 

8.0

 

 

 

0.4

 

 

 

8.4

 

 

 

 

 

 

 

 

 

 

Balance at end of period

 

$

2,040.4

 

 

$

13.0

 

 

$

2,053.4

 

 

$

3,958.6

 

 

$

250.8

 

 

$

4,209.4

 

 

 

Nine Months ended

 

 

 

September 30, 2018

 

 

September 30, 2017

 

 

 

Equity attributable to

 

 

Equity attributable to

 

 

 

Controlling

interest

 

 

Non-controlling

interest

 

 

Total

 

 

Controlling

interest

 

 

Non-controlling

interest

 

 

Total

 

Balance at beginning of period

 

$

4,035.1

 

 

$

134.3

 

 

$

4,169.4

 

 

$

3,677.2

 

 

$

249.2

 

 

$

3,926.4

 

Total Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

281.4

 

 

 

(6.9

)

 

 

274.5

 

 

 

364.5

 

 

 

(5.9

)

 

 

358.6

 

Foreign currency translation

 

 

(134.1

)

 

 

(0.7

)

 

 

(134.8

)

 

 

224.4

 

 

 

7.5

 

 

 

231.9

 

Net change in cash flow hedges

 

 

1.1

 

 

 

 

 

 

1.1

 

 

 

(10.5

)

 

 

 

 

 

(10.5

)

Defined benefit pension plan

 

 

6.1

 

 

 

 

 

 

6.1

 

 

 

3.8

 

 

 

 

 

 

3.8

 

Total Comprehensive Income

 

 

154.5

 

 

 

(7.6

)

 

146.9

 

 

 

582.2

 

 

1.6

 

 

 

583.8

 

Common Stock incentives

 

 

18.9

 

 

 

 

 

 

18.9

 

 

 

13.6

 

 

 

 

 

 

13.6

 

Cash dividends declared

 

 

(162.5

)

 

 

 

 

 

(162.5

)

 

 

(157.4

)

 

 

 

 

 

(157.4

)

Dividends paid to non-controlling interest on

   subsidiary shares

 

 

 

 

 

(2.0

)

 

 

(2.0

)

 

 

 

 

 

 

 

 

 

 

 

Distribution of Veoneer

 

 

(2,008.9

)

 

 

(111.7

)

 

 

(2,120.6

)

 

 

 

 

 

 

 

 

 

Repurchased shares

 

 

 

 

 

 

 

 

 

 

 

(157.0

)

 

 

 

 

 

(157.0

)

Adjustment due to adoption of ASC 606

 

 

3.3

 

 

 

 

 

 

3.3

 

 

 

 

 

 

 

 

 

 

Balance at end of period

 

$

2,040.4

 

 

$

13.0

 

 

$

2,053.4

 

 

$

3,958.6

 

 

$

250.8

 

 

$

4,209.4

 

Stock Repurchase Program

The Company did not repurchase any shares of its common stock in the third quarter of 2018 or in the third quarter of 2017. The Company is authorized to repurchase an additional 2,986,288 shares under the stock repurchase program at September 30, 2018.

12. CONTINGENT LIABILITIES

Legal Proceedings

Various claims, lawsuits and proceedings are pending or threatened against the Company or its subsidiaries, covering a range of matters that arise in the ordinary course of its business activities with respect to commercial, product liability and other matters. Litigation is subject to many uncertainties, and the outcome of any litigation cannot be assured. After discussions with counsel, and with the exception of losses resulting from the antitrust proceedings described below, it is the opinion of management that the various legal proceedings and investigations to which the Company currently is a party will not have a material adverse impact on the consolidated financial position of Autoliv, but the Company cannot provide assurance that Autoliv will not experience material litigation, product liability or other losses in the future.

In October 2014, one of the Company’s Brazilian subsidiaries received a notice of deficiency from the state tax authorities from the state of São Paulo, Brazil which, primarily, alleged violations of ICMS (VAT) payments and improper warehousing documentation. The aggregate assessment for all alleged violations was R$81 million (approximately $21 million), inclusive of fines, penalties and interest. The Company believed that a loss was probable with respect to at least a portion of the assessed amount and accrued an amount in 2015 that was not material to the Company’s results of operations. During the first quarter of 2018, the Brazilian authorities offered an amnesty period which would allow taxpayers to reduce the penalties associated with

21


eligible tax matters by up to 85%. During the second quarter of 2018, the Company applied to participate in such tax amnesty program which was accepted by the Brazilian authorities. The Company paid an immaterial amount during the period ended June 30, 2018 to resolve this matter.

ANTITRUST MATTERS

Authorities in several jurisdictions are currently conducting or have conducted broad, and in some cases, long-running investigations of suspected anti-competitive behavior among parts suppliers in the global automotive vehicle industry. These investigations include,included, but are not limited to, the products that the Company sells.In addition to concluded and pending matters, authorities of other countries with significant light vehicle manufacturing or sales may initiate similar investigations. It is the Company’s policy to cooperate with governmental investigations.

European Commission (“EC”) Investigations:

On June 7-9, 2011, representatives of the European Commission (“EC”), the European antitrust authority, visited two2 facilities of a Company subsidiary in Germany to gather information for an investigation of anti-competitive behavior among suppliers of occupant safety systems.  

On November 22, 2017, the EC concluded a discrete portion of its investigation and imposed a fine on the Company of EUR 8.1€8.1 million (approximately $9.7 million) with respect to this portion of the EC’s overall investigation while it continuescontinued the more significant portion of its investigation. The Company paid this amount during the first quarter of 2018, and had previously accrued EUR 8.3€8.3 million (approximately $9.9 million) in 2017 with respect to this discrete portion of the investigation.

Management does not believe the outcome of this discrete portion of the EC’s investigation provides an indication of the total probable loss associated withOn March 5, 2019, the EC investigation as a whole. The Company remains unable to estimatecompleted the financial impact of what the Company believes to be the substantially more significant, continuingremaining portion of the investigation or predict the reporting periods in which such financial impact may be recorded. Consequently,and imposed a fine on the Company has not recorded a provision for loss as of September 30,€179 million (approximately $203 million). In the fourth quarter of 2018, other than as noted above for the discreteCompany had previously accrued €184 million (approximately $210 million) with respect to the remaining portion of the investigation. However, management believes itThe difference between the actual fine and the accrual is probable thatreported in Other income (expense), net in the Company’s operating results and cash flows will be materially adversely impacted for the reporting periods in which the continuing portionConsolidated statements of the investigation is resolved or becomes estimable.

South Africa Investigation: In August 2014, the Competition Commission of South Africa (the “CCSA”) contacted the Company regarding an investigation into the Company’s sales of occupant safety systems in South Africa. In September 2017, the Company entered into a settlement agreement with the CCSA in which the Company agreed to pay an administrative penalty of R150 million (approximately $11 million), which the Competition Tribunal in South Africa confirmed on November 22, 2017.net income. The Company had previously accrued a total of approximately $6 million in 2016 for this matter, and accrued an additional amount of approximately $5 million in 2017 with respect to the proposed settlement, and final payment of the settlement amountactual fine was made in February 2018.June 2019.

Brazil Investigation: In November 2016, the Company entered into a settlement agreement with the General Superintendence of the Administrative Council for Economic Defense in Brazil with respect to an investigation of an alleged cartel involving sales in Brazil of seatbelts, airbags and steering wheels by the Company’s Brazilian subsidiary and the Brazilian subsidiary of a competitor for an amount that is immaterial to the Company’s results of operations. Settlement amounts were accrued for this matter during the periods ended December 31, 2015 and December 31, 2016, and final payment of the accrued amounts was made in 2017.

Civil Litigation: The Company is subject to civil litigation alleging anti-competitive conduct in the U.S. and Canada. Specifically,As previously reported, the Company, several of its subsidiaries, and its competitors were named as defendants in a total of nineteen19 purported antitrust class action lawsuits filed between June 2012 and June 2015. FifteenNaN of these lawsuits were filed in the U.S. and were consolidated in the Occupant Safety Systems (OSS) segment of the Automobile Parts Antitrust Litigation, a Multi-District Litigation (MDL) proceeding in the United States District Court for the Eastern District of Michigan. Plaintiffs in the U.S. cases sought to represent four4 purported classes - direct purchasers, auto dealers, end-payors, and truck and equipment dealers - who purchased in the U.S. occupant safety systems or components directly from a defendant, indirectly through purchases or leases of new vehicles containing such systems, or through purchases of replacement parts.

19


In May 2014, the Company, without admitting any liability, entered into separate settlement agreements with  the direct purchasers, auto dealers, and end-payors, plaintiff classes, which were granted final approval by the MDL court in 2015 and 2016.   The total settlement amount of $65 million (later reduced to approximately $60.5 million as a result of opt-outs from the direct purchaser settlement) was expensed in 2014. In April 2016, the Company entered into a settlement agreement with the truck and equipment dealers’ class, which was granted final approval by the MDL court in 2016, for an amount that is immaterial to the Company’s results of operations.2016. The class settlements do not resolve any claims of settlement class members who opt-out of the settlements or the unasserted claims of any purchasers of occupant safety systems who are not otherwise included in a settlement class, such as states and municipalities. Two direct purchasers opted out of the Company’s direct purchaser class settlement and

22


severalSeveral individuals and one1 insurer (and its affiliated entities) opted-out of the end-payor class settlements,settlement, including the Company’s settlement.

In September 2016, the insurer (and its affiliated entities) that opted out of the end-payor class settlement filed an antitrust lawsuit in the United States District Court for the Eastern District of Michigan, the venue for the MDL, against the Company and the other settling defendants in the end-payor class settlements. The defendants’ motion to dismiss the complaint on various grounds was granted in part and denied in part in August 2018. Michigan. The Company understands that the insurer may attempt to correct the pleading deficiencies identified in the Court’s decision. The Company cannot predict or estimate the duration or ultimate outcome of this matter.

In March 2015, the Company, without admitting any liability, reached agreements regarding additional settlements to resolve certain direct purchasers’ global (including U.S.) or non-U.S. antitrust claims that were not covered by the direct purchaser class settlement. The total amount of these additional settlements was $81 million. Autoliv expensed during the first quarter of 2015 approximately $77 million as a result of these additional settlements, net of existing amounts that had beenhas accrued in 2014.

The remaining four antitrust class action lawsuits were filed in Canada (Sheridan Chevrolet Cadillac Ltd. et al. v. Autoliv, Inc. et al., filed in the Ontario Superior Court of Justice on January 18, 2013; M. Serge Asselin v. Autoliv, Inc. et al., filed in the Superior Court of Quebec on March 14, 2013; Ewert v. Autoliv, Inc. et al., filed in the Supreme Court of British Columbia on July 18, 2013; and Cindy Retallick and Jagjeet Singh Rajput v. Autoliv ASP, Inc. et al., filed in the Queen’s Bench of the Judicial Center of Regina in the province of Saskatchewan on May 14, 2014) asserting claims on behalf of putative classes of both direct and indirect purchasers of occupant safety systems. In February 2017, the Company entered into, and the courts subsequently approved, a settlement agreement with plaintiffs in three of the four class actions to settle on a nationwide class basis for an amount that is not material to the Company’s results of operations. Settlement amounts were accrued foroperations to resolve this matter during the period ended December 31, 2016 and final payment of the accrued amounts was made in 2017. This national settlement includes the claims of the putative members of the fourth class action.issue.

PRODUCT WARRANTY, RECALLS AND INTELLECTUAL PROPERTY

Autoliv is exposed to various claims for damages and compensation if its products fail to perform as expected. Such claims can be made, and result in costs and other losses to the Company, even where the product is eventually found to have functioned properly. Where a product (actually or allegedly) fails to perform as expected or is defective, the Company may face warranty and recall claims. Where such (actual or alleged) failure or defect results, or is alleged to result, in bodily injury and/or property damage, the Company may also face product liability and other claims. There can be no assurance that the Company will not experience material warranty, recall or product (or other) liability claims or losses in the future, or that the Company will not incur significant costs to defend against such claims. The Company may be required to participate in a recall involving its products. Each vehicle manufacturer has its own practices regarding product recalls and other product liability actions relating to its suppliers. As suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, vehicle manufacturers are increasingly looking to their suppliers for contribution when faced with recalls and product liability claims. Government safety regulators may also play a role in warranty and recall practices. A warranty, recall or product-liability claim brought against the Company in excess of its insurance may have a material adverse effect on the Company’s business. Vehicle manufacturers are also increasingly requiring their outside suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. A vehicle manufacturer may attempt to hold the Company responsible for some, or all, of the repair or replacement costs of products when the product supplied did not perform as represented by us or expected by the customer. Accordingly, the future costs of warranty claims by the customers may be material. However, the Company believes its established reserves are adequate. Autoliv’s warranty reserves are based upon the Company’s best estimates of amounts necessary to settle future and existing claims. The Company regularly evaluates the adequacy of these reserves, and adjusts them when appropriate. However, the final amounts actually due related to these matters could differ materially from the Company’s recorded estimates.

In addition, as vehicle manufacturers increasingly use global platforms and procedures, quality performance evaluations are also conducted on a global basis. Any one or more quality, warranty or other recall issue(s) (including those affecting few units and/or having a small financial impact) may cause a vehicle manufacturer to implement measures such as a temporary or prolonged suspension of new orders, which may have a material impact on the Company’s results of operations.

The Company carries insurance for potential recall and product liability claims at coverage levels based on our prior claims experience. In addition, a number of the agreements entered into by the Company, including the Spin-off Agreements, require Autoliv to indemnify the other parties for certain claims. Autoliv cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in our businesses or with respect to other obligations, now or in the future, or that such coverage always will be available should we, now or in the future, wish to extend, increase or otherwise adjust our insurance.

Toyota Recall: On June 29, 2016, the Company announced that it is cooperating with Toyota Motor Corp. in its recall of approximately 1.4 million vehicles equipped with a certain model of the Company’s side curtain airbag (the “Toyota Recall”). Toyota has informed the Company that there have been eight8 reported incidents where a side curtain airbag has partially inflated without a deployment signal from the airbag control unit. The incidents have all occurred in parked, unoccupied vehicles and no

23


personal injuries have been reported. The root cause analysis of the issue is ongoing. However, at this point in time the Company believes that a compromised manufacturing process at a sub-supplier may be a contributing factor and, as no incidents have been confirmed in vehicles produced by other OEMs with the same inflator produced during the same period as those recalled by Toyota, that vehicle-specific characteristics may also contribute to the issue. The sub-supplier’s manufacturing process was changed in January 2012, and the vehicles now recalled by Toyota represent more than half of all inflators of the relevant type manufactured before the sub-supplier process was changed.

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2018, the Company determined pursuant to ASC 450 that a loss with respect to this issue is reasonably possible. If the Company is obligated to indemnify Toyota for the costs associated with the Toyota Recall, the Company expects that its insurance will generally cover such costs and liabilities and estimates that the Company’s loss, net of expected insurance recoveries, would be less than $20 million.  However, the ultimate costs of the Toyota Recall could be materially different. The main variables affecting the ultimate cost for the Company are: the determination of proportionate responsibility (if any) among Toyota, the Company, and any relevant sub-suppliers; the ultimate number of vehicles repaired; the cost of repair per vehicle; and the actual recoveries from sub-suppliers and insurers. The Company’s insurance policies generally include coverage of the costs of a recall, although costs related to replacement parts are generally not covered.

In its products, the Company utilizes technologies which may be subject to intellectual property rights of third parties. While the Company does seek to procure the necessary rights to utilize intellectual property rights associated with its products, it may fail to do so. Where the Company so fails, the Company may be exposed to material claims from the owners of such rights. Where the Company has sold products which infringe upon such rights, its customers may be entitled to be indemnified by the Company for the claims they suffer as a result thereof. Such claims could be material.

20


The table in Note 9.10. Product-Related Liabilities above summarizes the change in the balance sheet position of the product related liabilities.

13. STOCK INCENTIVE PLAN

Eligible employees and non-employee directors of Autolivthe Company participate in the Autoliv, Inc.1997 Stock Incentive Plan (the Plan) and received Autoliv stock-based awards which include stock options (SOs), restricted stock units (RSUs) and performance shares.shares (PSs). In connection with the Veoneer spin-off, each outstanding Autoliv stock-based award as of June 29, 2018 (the Distribution Date) was converted to a stock awardsaward that havehas underlying shares of both Autoliv and Veoneer common shares.

The conversion that occurred on the Distribution Date was based on the following:

Stock Option (SOs) - A number of SOs comprising 50% of the value of the outstanding SOs calculated immediately prior to the spin-off continued to be applicable to Autoliv common stock. A number of SOs comprising the remaining 50% percent of the pre spin-off value were replaced with options to acquire shares of Veoneer common stock. Certain exceptions applied.

Restricted Stock Units (RSUs) - A number of RSUs comprising 50% of the value of the outstanding RSUs calculated immediately prior to the spin-off continued to be applicable to Autoliv common stock. A number of RSUs comprising the remaining 50% of the pre spin-off value were replaced with RSUs with underlying Veoneer common stock. Certain exceptions applied.

Performance Shares (PS) - Outstanding PSs pre spin-off were converted to time-based RSUs and shall be treated in the same manner as other outstanding RSUs (as described above) on the Distribution Date. The number of outstanding PSs pre spin-off were converted based on pro-ration of performance period such as:

1)

The level of actual achievement of performance goals for each outstanding PS for the period between the first day of the performance period and December 31, 2017 (the “Performance Measurement Date”), referred to as “Level of Performance-to-Date” and;

2)

The greater of the Level of Performance-to-Date and estimated target performance level (i.e., 100%) for the period between the Performance Measurement Date and the last day of the performance period.

In each case above,For further information about the conversion, was intended to generally preservesee the intrinsic value of the original award determined as of the distribution date of Veoneer. The number of converted RSUs and SOs for Autoliv and Veoneer was basedCompany’s Annual Report on the average of Autoliv closing stock prices for the last 5 days prior to the spin-off and the average of closing stock prices of Autoliv and Veoneer, respectively, for the first 5 days after the spin-off.

As a result of the spin-off and the related conversion, it was determined that the stock based awards were modified in accordance with ASC 718, Compensation – Stock Compensation. The fair value of the RSUs and SOs immediately before and after the modification was assessed in order to determine if the modification resulted in any incremental compensation cost related to the

24


awards, including consideration of the impact of conversion using the 5 day average. Based on the valuation performed, it was determined that the conversion did not result in any incremental compensation cost for any of the outstanding awards. The post spin-off stock-based compensation expense will be based on the original grant date fair value related to only Autoliv employees.  

With certain limited exceptions, including the freezing of the Performance Measurement Date to December 31, 2017 as noted above, the SOs and RSUs post spin-off are subject to the same terms and conditions (including with respect to vesting and expiration) that were applicable to such Autoliv stock-based awards immediately prior to the conversion and as described in the Audited Combined Financial StatementsForm 10-K for the year ended December 31, 2017 and corresponding notes.

2018.

The Company recorded approximately $2.3$2 million and $6.9$5.6 million of stock-based compensation expense in continuing operations related to RSUs and PSs for the three and nine month periods ended September 30, 2018,2019, respectively. During the three and nine month periods ended September 30, 2017,2018, the Company recorded $2.6$2.3 million and $7.4$6.9 million, respectively, of stock-based compensation expense in continuing operations related to RSUs and PSs.

14. EARNINGS PER SHARE

The Company calculates basic earnings per share (EPS) by dividing net income attributable to controlling interest by the weighted-average number of shares of common stock outstanding for the period (net of treasury shares). The Company’s unvested RSUs, of which some include the right to receive non-forfeitable dividend equivalents, are considered participating securities. The diluted EPS reflects the potential dilution that could occur if common stock were issued for awards under the Company’s Stock Incentive Plan and is calculated using the more dilutive method of either the two-class method or the treasury stock method. The treasury stock method assumes that the Company uses the proceeds from the exercise of stock option awards to repurchase ordinary shares at the average market price during the period.  For unvested restricted stock, assumed proceeds under the treasury stock method will include unamortized compensation cost and windfall tax benefits or shortfalls. Post spin-off assumed proceeds under the treasury stock method related to RSUs will only include unamortized compensation cost related to Autoliv employees holding Autoliv RSUs. Calculations of EPS under the two-class method exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator.

For the three and nine month periodsperiod ended September 30, 2019 and September 30, 2018, noapproximately 50 thousand and 0 thousand shares, respectively, were excluded from the computation of the diluted EPS.EPS, since the inclusion of these awards would be antidilutive. For the three and nine month periodsperiod ended September 30, 2017,2019 and September 30, 2018, approximately 0.1 million54 thousand and 0 thousand shares, and 0.1 million shares of common stock, respectively, were not included inexcluded from the computation of the diluted EPS, which could potentially dilute basic EPS in the future.  EPS.

During the three and nine month periodsperiod ended September 30, 2019 and September 30, 2018 approximately 92 thousand and 0.2 million9 thousand shares of common stock respectively, from the treasury stock, have beenrespectively, were utilized by the Company’s Stock Incentive Plan. During the three and nine month periodsperiod ended September 30, 2017,2019 and September 30, 2018 approximately 3090 thousand and 0.1 million175 thousand shares of common stock respectively, from the treasury stock, respectively, were utilized by the Company’s Stock Incentive Plan.

25


The computation of basic and diluted EPS under the two-class method were as follows:

 

(In millions, except per share amounts)

 

Three months ended

 

 

Nine months ended

 

 

Three months ended

 

 

Nine months ended

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30, 2018

 

 

September 30, 2017

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

 

117.5

 

 

 

105.7

 

 

 

468.9

 

 

 

389.3

 

 

$

85.4

 

 

$

117.5

 

 

$

305.9

 

 

$

468.9

 

Net income from discontinued operations

 

 

 

 

 

(14.9

)

 

 

(187.5

)

 

 

(24.8

)

Net loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(187.5

)

Net income attributable to controlling interest

 

$

117.5

 

 

$

90.8

 

 

$

281.4

 

 

$

364.5

 

 

 

85.4

 

 

 

117.5

 

 

 

305.9

 

 

 

281.4

 

Participating share awards with dividend

equivalent rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

Net income available to common shareholders

 

 

117.5

 

 

 

90.8

 

 

 

281.4

 

 

 

364.5

 

 

 

85.4

 

 

 

117.5

 

 

 

305.9

 

 

 

281.4

 

Earnings allocated to participating share awards

 

 

 

 

 

 

 

 

 

 

 

 

Earnings allocated to participating share

awards1)

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

Net income attributable to common shareholders

 

$

117.5

 

 

$

90.8

 

 

$

281.4

 

 

$

364.5

 

 

$

85.4

 

 

$

117.5

 

 

$

305.9

 

 

$

281.4

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator: 1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic: Weighted average common stock

 

 

87.1

 

 

 

86.9

 

 

 

87.1

 

 

 

87.7

 

 

 

87.2

 

 

 

87.1

 

 

 

87.2

 

 

 

87.1

 

Add: Weighted average stock options/share

awards

 

 

0.3

 

 

 

0.3

 

 

 

0.2

 

 

 

0.2

 

 

 

0.1

 

 

 

0.3

 

 

 

0.2

 

 

 

0.2

 

Diluted:

 

 

87.4

 

 

 

87.2

 

 

 

87.3

 

 

 

87.9

 

 

 

87.3

 

 

 

87.4

 

 

 

87.4

 

 

 

87.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.35

 

 

$

1.22

 

 

$

5.38

 

 

$

4.44

 

 

$

0.98

 

 

$

1.35

 

 

$

3.51

 

 

$

5.38

 

Discontinued operations

 

$

 

 

$

(0.17

)

 

$

(2.15

)

 

$

(0.28

)

 

$

 

 

$

 

 

$

 

 

$

(2.15

)

Basic EPS

 

$

1.35

 

 

$

1.05

 

 

$

3.23

 

 

$

4.16

 

 

$

0.98

 

 

$

1.35

 

 

$

3.51

 

 

$

3.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.34

 

 

$

1.21

 

 

$

5.37

 

 

$

4.43

 

 

$

0.98

 

 

$

1.34

 

 

$

3.50

 

 

$

5.37

 

Discontinued operations

 

$

 

 

$

(0.17

)

 

$

(2.15

)

 

$

(0.28

)

 

$

 

 

$

 

 

$

 

 

$

(2.15

)

Diluted EPS

 

$

1.34

 

 

$

1.04

 

 

$

3.22

 

 

$

4.15

 

 

$

0.98

 

 

$

1.34

 

 

$

3.50

 

 

$

3.22

 

 

1)

The Company’s unvested RSUs and PSs, of which some included the right to receive non-forfeitable dividend equivalents, are considered participating securities. Calculations of EPS under the two-class method exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator.

21


Throughout the periods covered by the unaudited condensed consolidated financial statements, Autoliv purchased finished goods from Veoneer. Related party purchases from Veoneer amounted to approximately $30$17 million and $19$30 million for the three monthsmonth periods ended September 30, 20182019 and September 30, 20172018, respectively, and to approximately $73$54 million and $54$73 million for the nine month periods ended September 30, 20182019 and September 30, 2017,2018, respectively.

Autoliv also subleases certain office space to Veoneer. However, related party sublease income from Veoneer is not material for the three months ended September 30, 2019.

Related party balances

Amounts due to and due from related parties as of September 30, 2018 and December 31, 2017 are summarized in the below table:

 

 

As of

 

 

As of

 

Related party

(Dollars in millions)

 

September 30, 2018

 

 

December 31, 2017

 

 

September 30,

2019

 

 

December 31,

2018

 

Related party receivables

 

$

12.9

 

 

$

 

 

$

3.7

 

 

$

15.0

 

Related party payables

 

 

60.6

 

 

 

 

 

 

9.9

 

 

 

50.7

 

Related party accrued expenses

 

 

9.0

 

 

 

13.0

 

Related party receivables primarily relate to an agreement between Autoliv and Veoneer.

The related party payables are mainly driven by Reseller Agreements put in place in connection with the spin-off. The Reseller Agreements are between Autoliv and Veoneer to facilitate the temporary arrangement of the sale of Veoneer products in the interim period post spin-off. For further information, see Note 3. Discontinued Operations above.

16. SUBSEQUENT EVENTS

There were no reportable events subsequent to September 30, 2018.2019.

2622


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with our Annual Report on Form 10-K for the year ended December 31, 20172018 filed with the United States Securities and Exchange Commission (the “SEC”) on February 22, 2018.21, 2019. Unless otherwise noted, all dollar amounts are in millions.

Autoliv, Inc. (“Autoliv” or the “Company”) is a Delaware corporation with its principal executive offices in Stockholm, Sweden. It was created in 1997 from the merger of Autoliv AB (“AAB”) and the automotive safety products business of Morton International, Inc. The Company functions as a holding corporation and owns two principal operating subsidiaries, AAB and Autoliv ASP, Inc.

Through its operating subsidiaries, Autoliv is a supplier of automotive safety systems with a broad range of product offerings, including modules and components for passenger and driver airbags, side airbags, curtain airbags, seatbelts and steering wheels. Autoliv is also a supplier of anti-whiplash systems, pedestrian protection systems and child seats.

On June 29, 2018 (the “Distribution Date”), Autoliv completed the spin-off of its former Electronics business into Veoneer, Inc. (“Veoneer”segment (the “spin-off”) through the distribution of all of the issued and outstanding shares of common stock of Veoneer, Inc. (“Veoneer”). To effect the spin-off, Autoliv distributed to its stockholders as of the close of business on June 12, 2018, the common stock record date for the distribution, in a tax-free, pro rata distribution. Eacheach Autoliv stockholder received one share of Veoneer common stock, par value $1.00 per share, for every one share of Autoliv common stock, par value $1.00 per share, held by such person on the common stock record date, and each Autoliv Swedish Depository Receipt (SDR) holder received one Veoneer SDR for each Autoliv SDR held by such person on the applicable SDR record date. Autoliv distributed a total of approximately 87 million shares of Veoneer common stock to the Autoliv stockholders as of the close of business on the record date. On July 2, 2018, Veoneer’s common stock began regular-way trading on the New York Stock Exchange under the symbol “VNE” and its SDRs began trading on Nasdaq Stockholm under the symbol “VNE SDB.” The Company did not retain any equity interest in Veoneer.

In accordance with U.S. GAAP, the financial position and results of operations of the Electronics business are presented as discontinued operations and, as such, have been excluded from continuing operations for all prior periods presented. The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding. The cash flows and comprehensive income related to the Electronics business have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all prior periods presented. Upon completion of the spin-off, Autoliv concluded that it has one reportable segment, based on the way the Company currently evaluates its financial performance and manages its operations. The Company will re-evaluate the one reportable segment as the operating model evolves, including the management structure. See Note 3 - Discontinued Operations below for additional information regarding discontinued operations.

On April 1, 2018, in preparation for the spin-off, pursuant to the terms of a master transfer agreement entered into between Autoliv and Veoneer, assets related to the Electronics business were transferred to, and liabilities related to the Electronics business were retained or assumed by Veoneer, subjecthowever, responsibility for certain product, warranty and recall liabilities for Electronics products manufactured prior to certain exceptions. See Note 3. Discontinued Operations to our unaudited condensed consolidated financial statementsApril 1, 2018 was retained by Autoliv as provided in this Quarterly Report on Form 10-Q for additional information.

the distribution agreement between Autoliv is a leading developer, manufacturer and supplier of automotive safety systems to the automotive industry with a broad range of automotive safety product offerings. Upon completion of the spin-off of its Electronics business, Autoliv now operates as a single segment consisting of passive safety products. Passive safety products are primarily meant to improve vehicle safety. Passive safety products include modules and components for passenger and driver-side airbags, side-impact airbag protection systems, seatbelts, steering wheels, whiplash protection systems and child seats, and components for such systems.Veoneer.

Autoliv’s filings with the SEC, including this Quarterly Report on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, proxy statements and all of our other reports and statements, and amendments thereto, are available free of charge on our corporate website at www.autoliv.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC (generally the same day as the filing).

Shares of Autoliv common stock trade on

The primary exchange market for Autoliv’s securities is the New York Stock Exchange (NYSE) where Autoliv’s common stock trades under the symbol “ALV”. Autoliv’s Swedish DepositoryDepositary Receipts representing shares of Autoliv common stock (“SDRs”) trade(SDRs) are traded on Nasdaq StockholmStockholm’s list for large market cap companies under the symbol “ALIV SDB”, and options. Options in SDRs trade on the same exchangeNasdaq Stockholm under the name “Autoliv SDB”.  Options in Autoliv shares tradeare traded on NASDAQNasdaq OMX PHLX and on NYSE Amex Options under the symbol “ALV”. Our

Autoliv’s fiscal year ends on December 31.

EXECUTIVE OVERVIEW

Autoliv’s growth momentum continued

Financial highlights in the third quarter of 2019

$2,028 million in net sales

1.2% organic sales growth (non-U.S. GAAP measure, see reconciliation table below)

7.6% operating margin

9.0% adjusted operating margin (non-U.S. GAAP measure, see reconciliation table below)

$0.98 EPS - a decline of 27%

$1.30 adjusted EPS - a decline of 4% (non-U.S. GAAP measure, see reconciliation table below)

23


Key business developments in the third quarter of 2019

Organic growth outperformed global light vehicle production by 4.6pp mainly due to China and Americas.

Profitability still impacted by global LVP decline and high raw material costs, although less than previous quarter, partly offset by total workforce decline of 800 compared to a quarter ago, or by 1,600 compared to a year ago.

Established new customer collaborations; a North American road safety center with Great Wall Motor and presented next generation passenger airbag in cooperation with Honda.

The Company experienced continued challenging market conditions in the quarter. DrivenAlthough the rate of decline in light vehicle production slowed down slightly, uncertainty remains high, market outlook by IHS continues to be revised down and the Company does not see a turnaround in LVP in the near term.

The Company continued to outperform light vehicle production, growing organically (non-U.S. GAAP measure) about 4.6pp more than LVP in the third quarter, driven mainly by a large number of product launchesstrong development in North America,China and Americas.

The Company’s business cycle management actions are taking effect and the adjusted operating margin (non-U.S. GAAP measure) decline year over year was substantially less than in recent quarters, and it improved sequentially. LVP has continued to slide however, and the Company now assumes 6-7% global LVP decline for 2019, which moderates the Company’s outlook to around 1% for organic sales grewgrowth and to around 9% for adjusted operating margin.

Although the Company is not pleased with this profit level, it is achieved in the context of LVP expectations declining by 7-8pp in just 9 months. The cost improvement actions which enabled this performance will continue relentlessly.

The Company reduced its workforce by an additional 800 in the quarter, or by 1,600 compared to a year ago, despite growing its sales organically (non-U.S. GAAP measure) by more than 6% despite1.2%. The Company’s program to reduce indirect labor costs by 5% is developing as planned and the decreaseCompany expects it to impact its cost base meaningfully as of the fourth quarter 2019.

In addition to LVP and raw material headwinds, the strike at General Motors in light vehicle production of about 2% according to IHS. The Company was able to grow faster than light vehicle production in all regions except Rest of Asia, with North America asis also affecting the main driverCompany’s sales.

Being close to its customers supports the Company’s short- and long-term business opportunities and this quarter the Company announced two new customer collaborations - the North American road safety research lab together with 22% organic (non-U.S. GAAP measure) sales growth.Great Wall Motor and the next generation passenger airbag in cooperation with Honda. The launches are on schedule, with good delivery precision albeit with continued elevated launch related costs, temporarily impacting our profitability progression negatively.

Autoliv’sCompany’s order intake continuedshare remained on a highgood level in the quarter, supporting the Company’sa prolonged sales growth opportunities for the longer term. The Company’s operating cash flow was solid in the quarter, supporting the Company’s full year indicationoutperformance.

As always, it is of an operating cash flow for Continuing Operationsutmost importance to on a similar level as last year.

In the third quarter our industry experienced significant changes in light vehicle production, especially in Europe impacted by WLTP, and in China due to lower consumer demand. As a result, the Company’s supply chain, production and logistic systems had to manage significant and late changes to OEM production plans with corresponding uneven utilization of our supply chain, production and logistics assets while at the same time focusing on the many launches and high growth in North America. The Company sees a similar environment for the rest of the year, with continued uncertainty for light vehicle production, especially in China and Europe, with continued uneven asset utilization. The Company is implementing actions to manage these challenges and looks forward to a gradual improvement in operating leverage over time.

27


With a never-ending focus on quality and operational excellence, Autoliv continuesexecution to execute on its growing business volumes and its new opportunities, with extra attention to any changes in light vehicle demand.secure a strong long-term performance for the Company.

24


Non-U.S. GAAP financial measures

Some of the following discussions refer to non-U.S. GAAP financial measures: see reconciliations for "Organic sales", "Operating working capital", "Net debt", “Leverage ratio”, “Adjusted operating income”, “Adjusted operating margin” and “Leverage ratio”“Adjusted EPS” provided below. Management believes that these non-U.S. GAAP financial measures provide supplemental information to investors regarding the performance of the Company’s business and assist investors in analyzing trends in the Company's business. Additional descriptions regarding management’s use of these financial measures are included below. Investors should consider these non-U.S. GAAP financial measures in addition to, rather than as substitutes for, financial reporting measures prepared in accordance with U.S. GAAP. These historical non-U.S. GAAP financial measures have been identified as applicable in each section of this report with a tabular presentation reconciling them to the most directly comparable U.S. GAAP financial measures. It should be noted that these measures, as defined, may not be comparable to similarly titled measures used by other companies.

RESULTS OF OPERATIONS

Overview

The following table shows some of the key ratios management uses internally to analyze the Company's current and future financial performance and core operations as well as to identify trends in the Company’s financial conditions and results of operations. We have provided this information to investors to assist in meaningful comparisons of past and present operating results and to assist in highlighting the results of ongoing core operations. These ratios are more fully explained below and should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K and the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

The results herein present the performance of Autoliv giving effect to the spin-off of Veoneer, Autoliv’s former Electronics segment, on June 29, 2018. Historical financial results of Veoneer are reflected as discontinued operations, with the exception of cash flows, which are presented on a consolidated basis of both continuing and discontinued operations and net income attributable to a controlling interest (Consolidated Autoliv). The focus of management’s discussion and analysis below is on continuing operations. Certain key ratios, as indicated, only reflect continuing operations. The restated historical financial information reflecting the spin-off are unaudited, but have been derived from Autoliv’s historical audited annual reports.

KEY RATIOS

(Dollars in millions, except per share data)

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

or as of September 30

 

 

or as of September 30

 

 

 

2018

 

 

2017

 

 

2018

 

2017

 

Total parent shareholders’ equity per share

 

$

23.42

 

 

$

45.55

 

 

$

23.42

 

$

45.55

 

Operating working capital 1)

 

 

759

 

 

 

606

 

 

 

759

 

 

606

 

Capital employed 2)

 

 

3,778

 

 

 

4,740

 

 

 

3,778

 

 

4,740

 

Net debt1)

 

 

1,724

 

 

 

530

 

 

 

1,724

 

 

530

 

Net debt to capitalization, % 3)

 

 

46

 

 

 

11

 

 

 

46

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin, % 4)

 

 

19.0

 

 

 

20.2

 

 

 

19.8

 

 

20.7

 

Operating margin, % 5)

 

 

9.5

 

 

 

8.6

 

 

 

10.3

 

 

10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on total equity, % 6)

 

 

23.2

 

 

n/a

 

 

 

20.0

 

n/a

 

Return on capital employed, % 7)

 

 

20.4

 

 

n/a

 

 

 

20.9

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No. of employees at period-end 8)

 

 

57,215

 

 

 

55,418

 

 

 

57,215

 

 

55,418

 

Headcount at period-end 9)

 

 

66,479

 

 

 

63,266

 

 

 

66,479

 

 

63,266

 

Days receivables outstanding 10)

 

 

80

 

 

 

77

 

 

 

76

 

 

75

 

Days inventory outstanding 11)

 

 

38

 

 

 

35

 

 

 

35

 

 

34

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

or as of September 30

 

 

or as of September 30

 

 

 

2019

 

 

2018

 

 

2019

 

2018

 

Total parent shareholders’ equity per share

 

$

22.78

 

 

$

23.42

 

 

$

22.78

 

$

23.42

 

Capital employed 1)

 

 

3,781

 

 

 

3,778

 

 

 

3,781

 

 

3,778

 

Net debt 2)

 

 

1,781

 

 

 

1,724

 

 

 

1,781

 

 

1,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating working capital 2)

 

 

620

 

 

 

759

 

 

 

620

 

 

759

 

Operating working capital relative to sales, % 10)

 

 

7.2

 

 

 

8.8

 

 

 

7.2

 

 

8.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin, % 3)

 

 

18.7

 

 

 

19.0

 

 

 

18.2

 

 

19.8

 

Operating margin, % 4)

 

 

7.6

 

 

 

9.5

 

 

 

7.8

 

 

10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on total equity, % 5)

 

 

17.1

 

 

 

23.2

 

 

 

20.7

 

 

20.0

 

Return on capital employed, % 6)

 

 

16.2

 

 

 

20.4

 

 

 

18.0

 

 

20.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Headcount at period-end 7)

 

 

64,868

 

 

 

66,479

 

 

 

64,868

 

 

66,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Days receivables outstanding 8)

 

 

75

 

 

 

80

 

 

 

72

 

 

76

 

Days inventory outstanding 9)

 

 

37

 

 

 

38

 

 

 

35

 

 

35

 

 

1)

Total equity and net debt.

2)

See tabular presentation reconciling this non-U.S. GAAP measure to U.S. GAAP below under the heading “Liquidity and Sources of Capital”.

2)3

Total equity and net debt.

3)

Net debt in relation to capital employed.

4)

Gross profit relative to sales.

54)

Operating income relative to sales.

6)5)

Net income from continuing operations relative to average total equity.

7)6)

Operating income and income from equity method investments, from continuing operations, relative to average capital employed.

8)7)

Employees with a continuous employment agreement, recalculated to full time equivalent heads.

28


9)

Employees plus temporary, hourly personnel.

10)8)

Outstanding receivables relative to average daily sales from continuing operations.sales.

11)9)

Outstanding inventory relative to average daily sales from continuing operations.sales.

10)

Latest 12 months of net sales.

25


THREE MONTHS ENDED SEPTEMBER 30, 20182019 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 20172018

Market overview

Light Vehicle Production Development

Change vs. same quarter last yearConsolidated Sales

 

 

China

 

 

Japan

 

 

RoA

 

 

Americas

 

 

Europe

 

 

Total

 

LVP1)

 

(4.0

)%

 

 

(2.9

)%

 

 

1.7

%

 

 

1.7

%

 

 

(5.1

)%

 

 

(2.1

)%

 

Third quarter

 

 

 

 

 

 

Components of change in net sales

 

 

2019

 

 

2018

 

 

Reported change

 

 

Currency effects 1)

 

 

Organic 3)

 

Airbags and other 2)

$

1,349.3

 

 

$

1,357.4

 

 

 

(0.6

)%

 

 

(1.2

)%

 

 

0.6

%

Seatbelts 2)

 

678.4

 

 

 

675.6

 

 

 

0.4

%

 

 

(1.9

)%

 

 

2.3

%

Total

$

2,027.7

 

 

$

2,033.0

 

 

 

(0.3

)%

 

 

(1.5

)%

 

 

1.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

$

777.7

 

 

$

749.1

 

 

 

3.8

%

 

 

(0.4

)%

 

 

4.2

%

Whereof:     China

 

381.7

 

 

 

351.9

 

 

 

8.5

%

 

 

(2.7

)%

 

 

11.2

%

Japan

 

202.4

 

 

 

196.3

 

 

 

3.1

%

 

 

4.2

%

 

 

(1.1

)%

Rest of Asia

 

193.6

 

 

 

200.9

 

 

 

(3.6

)%

 

 

(0.7

)%

 

 

(2.9

)%

Americas

 

713.1

 

 

 

684.8

 

 

 

4.1

%

 

 

(0.7

)%

 

 

4.8

%

Europe

 

536.9

 

 

 

599.1

 

 

 

(10.4

)%

 

 

(3.7

)%

 

 

(6.7

)%

Total

$

2,027.7

 

 

$

2,033.0

 

 

 

(0.3

)%

 

 

(1.5

)%

 

 

1.2

%

 

1)1

Source: IHS October 16, 2018.

Consolidated Sales

The Company has substantial operations outside the U.S. and at the present time approximately 75% of its sales are denominated in currencies other than the U.S. dollar. This makes the Company and its performance in regions outside the U.S. sensitive to changes in U.S. dollar exchange rates when translated. The measure “Organic sales” presents the increase or decrease in the Company’s overall U.S. dollar net sales on a comparative basis, allowing separate discussion of the impacts of acquisitions/divestitures and exchange rate fluctuations and our ongoing core operations and results. The tabular reconciliations below present the change in “Organic sales” reconciled to the change in the total net sales as can be derived from our unaudited condensed consolidated financial statements.

Consolidated net sales increased by 4.1% compared to the same quarter of 2017 with an organic growth (non-U.S. GAAP measure) of 6.4% and negative currency translation effects of 2.3%. By growing organically (non-U.S. GAAP measure) by about 22%, North America contributed to almost all of the $125 million in organic growth (non-U.S. GAAP measure) in the quarter although China and India also contributed to the organic growth while Europe and South Korea declined organically. Organic sales growth outperformed LVP growth (according to IHS) in all regions excluding Rest of Asia.

Sales by Product

The tables below reconcile the reported change by product to organic change for the three months ended September 30, 2018 compared to the same period last year:

Change vs. same quarter last year

 

 

 

 

 

 

 

 

 

Reported

 

 

Currency

 

 

Organic

 

(Dollars in millions)

 

Q3, 2018

 

 

Q3, 2017

 

 

(U.S. GAAP)

 

 

effects1)

 

 

change3)

 

Airbag products and Other2)

 

$

1,357.4

 

 

$

1,276.5

 

 

 

6.3

%

 

 

(2.1

)%

 

 

8.4

%

Seatbelt products2)

 

 

675.6

 

 

 

676.1

 

 

 

(0.1

)%

 

 

(2.7

)%

 

 

2.6

%

Total

 

$

2,033.0

 

 

$

1,952.6

 

 

 

4.1

%

 

 

(2.3

)%

 

 

6.4

%

1))

Effects from currency translations.

2)

Including Corporate and otherOther sales.

3)

Non-U.S. GAAP measure see reconciliation table below.

Reconciliation of the change in “Organic sales” to U.S. GAAP financial measureSales by Product

Components of net sales increase (decrease)

Three months ended September 30, 2018

(Dollars in millions)

 

Airbag Products and Other2)

 

 

Seatbelt Products2)

 

 

Total

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

Reported change

$

80.9

 

 

 

6.3

 

 

$

(0.5

)

 

 

(0.1

)

 

$

80.4

 

 

 

4.1

 

Currency effects1)

 

(26.3

)

 

 

(2.1

)

 

 

(17.9

)

 

 

(2.7

)

 

 

(44.2

)

 

 

(2.3

)

Organic change

$

107.2

 

 

 

8.4

 

 

$

17.4

 

 

 

2.6

 

 

$

124.6

 

 

 

6.4

 

1)

Effects from currency translations.

2)

Including Corporate and other sales.

29


Airbag sales had solid organic growth (non-U.S.(non-U.S. GAAP measure) of 8.4%. Steering wheels were the main organic growth contributor, especially in North America, Europe and China and from inflatable curtains in North America. Passenger airbags also showed strong growth, especially in North America. The main organic sales declinemeasure, see reconciliation table above) was for inflatable curtains in Europe.

Seatbelt sales grew organically (non-U.S. GAAP measure) by 2.6% in the quarter, mainly driven by strong growthperformance for driver and knee airbags in North America, partiallysteering wheels in Americas and passenger airbags in China. Offsetting declines came mainly from most types of airbags in Europe and from inflators in North America and Japan.

Seatbelt sales organic growth (non-U.S. GAAP measure, see reconciliation table above) was mainly driven by strong performance in China and to a lesser degree in Americas, partly offset by declines in Europe.Europe and India. The trend of higher sales of more advanced and higher value-added seatbelt systems continued, especially in China and Rest of Asia.

Sales by Region

The tables below reconcile the reported changeWe grew globally by geographic region to organic change for the three months ended September 30, 2018 compared to the same period last year:

 

 

 

 

 

 

 

 

 

Reported change

 

 

Currency

 

 

Organic

 

(Dollars in millions)

Q3, 2018

 

 

Q3, 2017

 

 

(U.S. GAAP)

 

 

effects1)

 

 

change2)

 

Asia

$

749.1

 

 

$

737.0

 

 

 

1.6

%

 

 

(1.4

)%

 

 

3.0

%

Whereof:     China

 

351.9

 

 

 

343.2

 

 

 

2.5

%

 

 

(2.0

)%

 

 

4.5

%

Japan

 

196.3

 

 

 

193.4

 

 

 

1.5

%

 

 

(0.6

)%

 

 

2.1

%

Rest of Asia

 

200.9

 

 

 

200.4

 

 

 

0.2

%

 

 

(1.3

)%

 

 

1.5

%

Americas

 

684.8

 

 

 

575.3

 

 

 

19.1

%

 

 

(2.7

)%

 

 

21.8

%

Europe

 

599.1

 

 

 

640.3

 

 

 

(6.4

)%

 

 

(2.8

)%

 

 

(3.6

)%

Total

$

2,033.0

 

 

$

1,952.6

 

 

 

4.1

%

 

 

(2.3

)%

 

 

6.4

%

1)

Effects from currency translations.

2)

Non-U.S. GAAP measure, see reconciliation table below.

Reconciliation of the change in “Organic sales” to U.S. GAAP financial measure

Components of net sales increase (decrease)

Three months ended September 30, 2018

(Dollars in millions)

 

China

 

 

Japan

 

 

Rest of Asia

 

 

Americas

 

 

Europe

 

 

Total

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

Reported

   change

$

8.7

 

 

 

2.5

 

 

$

2.9

 

 

 

1.5

 

 

$

0.5

 

 

 

0.2

 

 

$

109.5

 

 

 

19.1

 

 

$

(41.2

)

 

 

(6.4

)

 

$

80.4

 

 

 

4.1

 

Currency

   effects1)

 

(6.7

)

 

 

(2.0

)

 

 

(1.1

)

 

 

(0.6

)

 

 

(2.6

)

 

 

(1.3

)

 

 

(15.8

)

 

 

(2.7

)

 

 

(18.0

)

 

 

(2.8

)

 

 

(44.2

)

 

 

(2.3

)

Organic

   change

$

15.4

 

 

 

4.5

 

 

$

4.0

 

 

 

2.1

 

 

$

3.1

 

 

 

1.5

 

 

$

125.3

 

 

 

21.8

 

 

$

(23.2

)

 

 

(3.6

)

 

$

124.6

 

 

 

6.4

 

1)

Effects from currency translations.

Sales grew1.2% organically (non-U.S. GAAP measure) by 6.4% in the third quarter 2018 compared to the third quarter 2017,measure, see reconciliation table above), which is 4.6pp more than 8 percentage points above the change in light vehicle production (according to IHS). The largest contributorscontributor to overall growth werewas China, followed by North America China and India partly offset by effects from South Korea and Europe.

The organic sales increase (non-U.S. GAAP measure) of 4.5% from Autoliv’s companies in China was driven by both the domestic and the global OEMs. Sales to domestic OEMs are primarily driven by a continued tailwind from new models with Geely, including Lynk & Co. The organic growth in sales to the global OEMs was mainly driven by sales to VW, Nissan and Honda.

The organic sales growth (non-U.S. GAAP measure) of 2.1% from Autoliv’s companies in Japan was driven by sales to Subaru, Mitsubishi and Honda.

The organic sales growth of 1.5% from Autoliv’s companies in the Rest of Asia was driven by strong sales development in India, mainly to Suzuki and Honda, largely offset by organic sales decline in South Korea, mainly with Hyundai/Kia.

Sales from Autoliv’s companies in Americas increased organically (non-U.S. GAAP measure) by 21.8%, driven by strong performance in both North and South America. North America grew by more than 22% organically (non-U.S. GAAP measure), driven primarily by launches at FCA, Nissan, Tesla and Honda. This was partly offset by lower sales to Ford and Daimler. Growth was driven by all main product groups. South America grew organically (non-U.S. GAAP measure) by close to 16%, driven by a strong performance with VW and Toyota.

30


Sales from Autoliv’s companies in Europe declined organically (non-U.S. GAAP measure) by 3.6%. The largest organic sales decline was driven largelyin Europe, followed by VW, RenaultIndia, South Korea and Nissan, partly offsetJapan. Our organic sales growth outperformed LVP by increased sales to Daimler.around 17pp in China and by 4.5pp in North America while we underperformed LVP by 7.5pp in Europe and by around 8pp in Japan. In South America we grew organically around 35pp more than LVP, while we outgrew LVP by around 8pp in Rest of Asia.

Earnings

 

 

Three months ended

 

 

 

 

 

(Dollars in millions, except per share data)

September 30, 2018

 

 

September 30, 2017

 

 

Change

 

Net Sales

$

2,033.0

 

 

$

1,952.6

 

 

 

4.1

%

Gross profit

 

386.1

 

 

 

394.9

 

 

 

(2.2

)%

% of sales

 

19.0

%

 

 

20.2

%

 

 

(1.2

)pp

S, G&A

 

(90.0

)

 

 

(96.8

)

 

 

7.0

%

% of sales

 

(4.4

)%

 

 

(5.0

)%

 

 

0.6

pp

R, D&E net

 

(101.9

)

 

 

(93.1

)

 

 

(9.5

)%

% of sales

 

(5.0

)%

 

 

(4.8

)%

 

 

(0.2

)pp

Other income (expense), net

 

1.1

 

 

 

(35.1

)

 

 

103.1

%

% of sales

 

0.1

%

 

 

(1.8

)%

 

 

1.9

pp

Operating income

 

192.5

 

 

 

167.2

 

 

 

15.1

%

% of sales

 

9.5

%

 

 

8.6

%

 

 

0.9

pp

Income before taxes

 

171.3

 

 

 

150.7

 

 

 

13.7

%

Tax rate

 

31.1

%

 

 

29.5

%

 

 

1.6

pp

Net income attributable to controlling interest

   from continuing operations

 

117.5

 

 

 

105.7

 

 

 

11.2

%

Earnings per share continuing operations, diluted1)

 

1.34

 

 

 

1.21

 

 

 

10.7

%

Organic growth1)

 

Americas

 

 

Europe

 

 

China

 

 

Japan

 

 

Rest of Asia

 

 

Global

 

Autoliv

 

 

4.8

%

 

 

(6.7)

%

 

 

11.2

%

 

 

(1.1)

%

 

 

(2.9)

%

 

 

1.2

%

Main growth drivers

 

Honda, GM, Nissan, BMW, Tesla

 

 

VW, Renault

 

 

Honda, VW, GM

 

 

Mazda, Honda, Subaru

 

 

Mitsubishi, Renault, Nissan

 

 

Honda, VW, GM

 

Main decline drivers

 

Daimler, Hyundai/Kia

 

 

Daimler, JLR, BMW, Toyota

 

 

Geely, Ford, PSA

 

 

Mitsubishi, Toyota, Inflators

 

 

Hyundai/Kia, Isuzu, Tata, Toyota

 

 

Daimler, Hyundai/Kia, Toyota

 

1)

Non-U.S. GAAP measure

Light Vehicle Production Development

Change vs. same quarter last year

 

 

Americas

 

 

Europe

 

 

China

 

 

Japan

 

 

Rest of Asia

 

 

Global

 

LVP1)

 

 

(1.6

)%

 

 

0.8

%

 

 

(5.6

)%

 

 

6.8

%

 

 

(10.5

)%

 

 

(3.4

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1) Source: IHS October 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26


Earnings

 

 

Three months ended

 

 

 

 

 

(Dollars in millions, except per share data)

 

September 30,

2019

 

 

September 30,

2018

 

 

Change

 

Net Sales

 

$

2,027.7

 

 

$

2,033.0

 

 

 

(0.3

)%

Gross profit

 

 

379.1

 

 

 

386.1

 

 

 

(1.8

)%

% of sales

 

 

18.7

%

 

 

19.0

%

 

 

(0.3

)pp

S, G&A

 

 

(97.7

)

 

 

(90.0

)

 

 

8.6

%

% of sales

 

 

(4.8

)%

 

 

(4.4

)%

 

 

0.4

pp

R, D&E, net

 

 

(99.1

)

 

 

(101.9

)

 

 

(2.7

)%

% of sales

 

 

(4.9

)%

 

 

(5.0

)%

 

 

(0.1

)pp

Other income (expense), net

 

 

(25.6

)

 

 

1.1

 

 

n/a

 

Operating income

 

 

153.8

 

 

 

192.5

 

 

 

(20.1

)%

% of sales

 

 

7.6

%

 

 

9.5

%

 

 

(1.9

)pp

Adjusted operating income1)

 

 

182.5

 

 

 

193.6

 

 

 

(5.7

)%

% of sales

 

 

9.0

%

 

 

9.5

%

 

 

(0.5

)pp

Financial and non-operating items, net

 

 

(19.4

)

 

 

(21.2

)

 

 

(8.5

)%

Income before taxes

 

 

134.4

 

 

 

171.3

 

 

 

(21.5

)%

Tax rate

 

 

36.0

%

 

 

31.1

%

 

 

4.9

pp

Net income from continuing operations

 

 

86.0

 

 

 

118.0

 

 

 

(27.1

)%

Earnings per share from continuing operations, diluted2)

 

 

0.98

 

 

 

1.34

 

 

 

(26.9

)%

Adjusted earnings per share, diluted1),2)

 

 

1.30

 

 

 

1.35

 

 

 

(3.7

)%

 

1)1)

Non-U.S. GAAP measure, excluding costs for capacity alignment, antitrust related matters and separation of our business segments.

2)

Assuming dilution and net of treasury shares. Participating share awards with right to receive dividend equivalents are under the two classtwo-class method excluded from the EPS calculation.

Gross profit declined by $7 million and the gross margin declined by 0.3pp compared to the same quarter 2018. The gross profit formargin was adversely impacted by the third quarterdecline in global light vehicle production, resulting in a lower utilization of 2018our production assets, and raw material headwinds. This was $9offset to some degree by organic growth (non-U.S. GAAP measure) from launches of new products, which have a lower margin contribution in the early phase of the ramp-up.

S,G&A increased by $8 million, mainly driven by bonus accrual reversals prior year and a mix of minor expense items incurred in the current quarter.

R,D&E, net was close to unchanged in USD terms as well as in percent of sales.

Other income (expense), net of negative $26 million was $27 million lower than in the same quarter of 2017. The gross margin decreased by 1.2pp to 19.0%, from 20.2% in the same quarter of 2017,prior year, mainly due to adverse impact from launch related costs, raw material pricing and currency changes that more than offset the positive effects from the strong organic sales growth (non-U.S. GAAP measure).accruals relating to future reductions of our indirect workforce.

Selling, General and Administrative (S,G&A) expensesOperating income decreased by $7$39 million, as a consequence of the declines in other income (expense), net and gross profit.

Adjusted operating income (non-U.S. GAAP measure, see reconciliation table below) decreased by $11 million, mainly due to the lower gross profit.

Financial and non-operating items, net was close to unchanged at $19 million compared to the same quarterprior year.

Income before taxes decreased by $37 million, mainly as a consequence of the priorlower operating income.

Effective tax rate of 36.0% was 4.9 pp higher than last year while Research, Development & Engineering (R,D&E) expenses net, increasedprimarily due to 5.0% of sales compared to 4.8% a year earlier, driven by the high number of product launches.

Operating income increased by $25 million to $193 million, corresponding to a reported operating margin of 9.5% of sales, compared to 8.6% of salescosts accrued in the same quarter of 2017. The increase was due to lower costs for capacity alignments and antitrust related matters compared to the same period 2017, reported as Other income (expense), net. Income before taxes increased by $21 million compared to the same quarter the previous year.

Income attributable to controlling interest from Continuing Operations increased by $12 million.

The effectiveindirect workforce reduction program that are not fully tax rate in the third quarter of 2018 was 31.1% compared to 29.5% in the same quarter of 2017. Discrete tax items, net in the third quarter of 2018 had an unfavorable impact of 0.2pp. In the third quarter of 2017, discrete tax items, net had an unfavorable impact of 2.8pp.deductible.

Earnings per share, (EPS)diluted decreased by 36 cents where the main drivers were 31 cents from Continuing Operations assuming dilution increased by 11% to $1.34 compared to $1.21higher costs for the same period one year ago. The main positive item affecting EPS were 42capacity alignment and 8 cents from lower costs relating to capacity alignments, antitrust related matters and the separation of our business segments, with the main offsetting items being 14 cents from tax items and 3 cents from higher interest expense.adjusted operating income.

The weighted average number of shares outstanding assuming dilution was 87.4 million compared to 87.2 million in the third quarter of 2017.

3127


NINE MONTHS ENDED SEPTEMBER 30, 20182019 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 20172018

Market overview

Consolidated Sales

 

Nine months

 

 

 

 

 

 

Components of change in net sales

 

 

2019

 

 

2018

 

 

Reported change

 

 

Currency effects 1)

 

 

Organic 3)

 

Airbags and other 2)

$

4,232.7

 

 

$

4,234.9

 

 

 

(0.1

)%

 

 

(3.2

)%

 

 

3.1

%

Seatbelts 2)

 

2,123.7

 

 

 

2,250.5

 

 

 

(5.6

)%

 

 

(4.2

)%

 

 

(1.4

)%

Total

$

6,356.4

 

 

$

6,485.4

 

 

 

(2.0

)%

 

 

(3.5

)%

 

 

1.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

$

2,286.1

 

 

$

2,333.5

 

 

 

(2.0

)%

 

 

(3.2

)%

 

 

1.2

%

Whereof:     China

 

1,061.7

 

 

 

1,103.5

 

 

 

(3.8

)%

 

 

(5.1

)%

 

 

1.3

%

Japan

 

601.6

 

 

 

606.4

 

 

 

(0.8

)%

 

 

0.4

%

 

 

(1.2

)%

Rest of Asia

 

622.8

 

 

 

623.6

 

 

 

(0.1

)%

 

 

(3.3

)%

 

 

3.2

%

Americas

 

2,214.2

 

 

 

2,034.3

 

 

 

8.8

%

 

 

(0.8

)%

 

 

9.6

%

Europe

 

1,856.1

 

 

 

2,117.6

 

 

 

(12.4

)%

 

 

(6.4

)%

 

 

(6.0

)%

Total

$

6,356.4

 

 

$

6,485.4

 

 

 

(2.0

)%

 

 

(3.5

)%

 

 

1.5

%

1)

Effects from currency translations. 2) Including Corporate and Other sales. 3) Non-U.S. GAAP measure

Sales by Product

Airbag sales organic growth (non-U.S. GAAP measure, see reconciliation table above) of 3.1% was mainly driven by strong performance for airbags in North America, steering wheels in Americas and Europe, and airbags in Rest of Asia. Of the $129 million in organic growth, around 67% came from the steering wheels category with airbags contributing almost 28% of the organic growth in the first nine months.

Seatbelt sales organic decline (non-U.S. GAAP measure, see reconciliation table above) of 1.4% was mainly driven by weaker sales in Europe, India and South Korea, partly mitigated by organic growth in China, North America, South America and Japan. The trend of higher sales of more advanced and higher value-added seatbelt systems continued, especially in China and Rest of Asia, partly offset by Europe.

Sales by Region

For the first nine months of 2019 Autoliv grew organically (non-U.S. GAAP measure, see reconciliation table above) by 1.5% against the prior corresponding period, outperforming the LVP significantly with 7.5pp during the period. The contributors to the organic growth were the Americas, Rest of Asia, mainly ASEAN, and China, with offsetting effects from Europe and Japan. The organic growth in the Americas was close to 10%, mainly driven by Honda, Nissan, GM, FCA and Tesla.

Growth in Rest of Asia was mainly driven by Suzuki in India, Honda in Thailand and India and Hyundai/Kia in South Korea, Organic growth (non-U.S. GAAP measure, see reconciliation table above) in China of 1.3% is mainly a result of strong sales to the global OEMs in the region, partly offset by domestic OEMs decreasing substantially. The growth with the GOEMs has been mainly through Honda and VW. Sales to domestic OEMs are primarily impacted by a continued headwind from Geely, Baojun and Great Wall.

Sales in Europe declined organically (non-U.S. GAAP measure, see reconciliation table above) by 6%. The decline is from several OEMs such as Daimler, BMW, JLR, Renault and Ford.

Light Vehicle Production Development

Change vs. same period last year

 

 

China

 

 

Japan

 

 

RoA

 

 

Americas

 

 

Europe

 

 

Total

 

LVP1)

 

1.2

%

 

 

(0.7

)%

 

 

2.3

%

 

 

0.2

%

 

 

0.2

%

 

 

0.8

%

 

 

Americas

 

 

Europe

 

 

China

 

 

Japan

 

 

Rest of Asia

 

 

Global

 

LVP1)

 

 

(2.8

)%

 

 

(3.8

)%

 

 

(12.1

)%

 

 

4.0

%

 

 

(5.3

)%

 

 

(6.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1) Source: IHS October 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28


Earnings

 

Nine months ended

 

 

 

 

 

(Dollars in millions, except per share data)

September 30,

2019

 

 

September 30,

2018

 

 

Change

 

Net Sales

$

6,356.4

 

 

$

6,485.4

 

 

 

(2.0

)%

Gross profit

 

1,157.6

 

 

 

1,286.1

 

 

 

(10.0

)%

% of sales

 

18.2

%

 

 

19.8

%

 

 

(1.6

)pp

S, G&A

 

(300.2

)

 

 

(290.9

)

 

 

3.2

%

% of sales

 

(4.7

)%

 

 

(4.5

)%

 

 

0.2

pp

R, D&E, net

 

(323.5

)

 

 

(327.9

)

 

 

(1.3

)%

% of sales

 

(5.1

)%

 

 

(5.1

)%

 

 

0.0

pp

Other income (expense), net

 

(28.8

)

 

 

6.2

 

 

 

564.5

%

Operating income

 

496.5

 

 

 

665.0

 

 

 

(25.3

)%

% of sales

 

7.8

%

 

 

10.3

%

 

 

(2.5

)pp

Adjusted operating income1)

 

532.1

 

 

 

668.3

 

 

 

(20.4

)%

% of sales

 

8.4

%

 

 

10.3

%

 

 

(1.9

)pp

Financial and non-operating items, net

 

(57.7

)

 

 

(54.7

)

 

 

5.5

%

Income before taxes

 

438.8

 

 

 

610.3

 

 

 

(28.1

)%

Tax rate

 

30.1

%

 

 

23.0

%

 

 

7.1

pp

Net income from continuing operations

 

306.9

 

 

 

470.3

 

 

 

(34.7

)%

Earnings per share from continuing operations, diluted2)

 

3.50

 

 

 

5.37

 

 

 

(34.8

)%

Adjusted earnings per share, diluted1),2)

 

3.87

 

 

 

5.40

 

 

 

(28.3

)%

 

1)

Source: IHS October 16, 2018.

Consolidated Sales

The Company has substantial operations outside the U.S. and at the present time approximately 75% of its sales are denominated in currencies other than the U.S. dollar. This makes the Company and its performance in regions outside the U.S. sensitive to changes in U.S. dollar exchange rates when translated. The measure “Organic sales” presents the increase or decrease in the Company’s overall U.S. dollar net sales on a comparative basis, allowing separate discussion of the impacts of acquisitions/divestitures and exchange rate fluctuations and our ongoing core operations and results. The tabular reconciliations below present the change in “Organic sales” reconciled to the change in the total net sales as can be derived from our unaudited condensed consolidated financial statements.

Consolidated net sales increased by 8.5% compared to the same period of 2017 with an organic growth (non-U.S. GAAP measure) of 5.0% and positive currency translation effects of 3.5%. All regions except Europe grew organically. Key organic growth areas were North America, China and India.

Sales by product

The tables below reconcile the reported change by product to organic change for the nine months ended September 30, 2018 compared to the same period last year:

Change vs. same period last year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

Reported

 

 

Currency

 

 

Organic

 

(Dollars in millions)

September 30, 2018

 

 

September 30, 2017

 

 

(U.S. GAAP)

 

 

effects1)

 

 

change3)

 

Airbag products and Other2)

$

4,234.9

 

 

$

3,947.6

 

 

 

7.3

%

 

 

3.2

%

 

 

4.1

%

Seatbelt products2)

 

2,250.5

 

 

 

2,030.5

 

 

 

10.8

%

 

 

4.0

%

 

 

6.8

%

Total

$

6,485.4

 

 

$

5,978.1

 

 

 

8.5

%

 

 

3.5

%

 

 

5.0

%

1)

Effects from currency translations.Non-U.S. GAAP measure, excluding costs for capacity alignment, antitrust related matters and separation of our business segments.

2)

Including Corporate and other sales.

3)

Non-U.S. GAAP measure, see reconciliation tables below.

Reconciliation of the change in “Organic sales” to U.S. GAAP financial measure

Components of net sales increase (decrease)

Nine months ended September 30, 2018

(Dollars in millions)

 

Airbag Products2)

 

 

Seatbelt Products2)

 

 

Total

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

Reported change

$

287.3

 

 

 

7.3

 

 

$

220.0

 

 

 

10.8

 

 

$

507.3

 

 

 

8.5

 

Currency effects1)

 

124.4

 

 

 

3.2

 

 

 

82.8

 

 

 

4.0

 

 

 

207.2

 

 

 

3.5

 

Organic change

$

162.9

 

 

 

4.1

 

 

$

137.2

 

 

 

6.8

 

 

$

300.1

 

 

 

5.0

 

1)

Effects from currency translations.

2)

Including Corporate and other sales.

Airbag sales grew organically (non-U.S. GAAP measure) by 4.1%, mainly driven by steering wheels in China, North America and Europe, and from inflatable curtains in North America, partly offset by organic sales decline of inflatable curtains in Europe.

Seatbelt sales grew organically (non-U.S. GAAP measure) by 6.8%, mainly driven by growth in North America and China.

32


Sales by Region

The tables below reconcile the reported change by geographic region to organic change for the nine months ended September 30, 2018 compared to the same period last year:

 

Nine months ended

 

 

Reported change

 

 

Currency

 

 

Organic

 

(Dollars in millions)

September 30, 2018

 

 

September 30, 2017

 

 

(U.S. GAAP)

 

 

effects1)

 

 

change2)

 

Asia

 

2,333.5

 

 

 

2,139.6

 

 

 

9.1

%

 

 

3.5

%

 

 

5.6

%

China

 

1,103.5

 

 

 

973.1

 

 

 

13.4

%

 

 

4.5

%

 

 

8.9

%

Japan

 

606.4

 

 

 

578.6

 

 

 

4.8

%

 

 

2.2

%

 

 

2.6

%

Rest of Asia

 

623.6

 

 

 

587.9

 

 

 

6.1

%

 

 

3.1

%

 

 

3.0

%

Americas

 

2,034.3

 

 

 

1,835.9

 

 

 

10.8

%

 

 

(0.7

)%

 

 

11.5

%

Europe

 

2,117.6

 

 

 

2,002.6

 

 

 

5.7

%

 

 

7.2

%

 

 

(1.5

)%

Total

$

6,485.4

 

 

$

5,978.1

 

 

 

8.5

%

 

 

3.5

%

 

 

5.0

%

1)

Effects from currency translations.

2)

Non-U.S. GAAP measure, see reconciliation table below.

Reconciliation of the change in “Organic sales” to U.S. GAAP financial measure

Components of net sales increase (decrease)

Nine months ended September 30, 2018

(Dollars in millions)

 

China

 

 

Japan

 

 

Rest of Asia

 

 

Americas

 

 

Europe

 

 

Total

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

Reported change

$

130.4

 

 

 

13.4

 

 

$

27.8

 

 

 

4.8

 

 

$

35.7

 

 

 

6.1

 

 

$

198.4

 

 

 

10.8

 

 

$

115.0

 

 

 

5.7

 

 

$

507.3

 

 

 

8.5

 

Currency effects1)

 

43.5

 

 

 

4.5

 

 

 

12.9

 

 

 

2.2

 

 

 

18.1

 

 

 

3.1

 

 

 

(12.3

)

 

 

(0.7

)

 

 

145.0

 

 

 

7.2

 

 

 

207.2

 

 

 

3.5

 

Organic change

$

86.9

 

 

 

8.9

 

 

$

14.9

 

 

 

2.6

 

 

$

17.6

 

 

 

3.0

 

 

$

210.7

 

 

 

11.5

 

 

$

(30.0

)

 

 

(1.5

)

 

$

300.1

 

 

 

5.0

 

1)

Effects from currency translations.

In the first nine months of 2018, Autoliv’ sales grew organically (non-U.S. GAAP measure) by 5.0% against the prior corresponding period, about 4pp more than LVP growth according to IHS. The largest contributors to the organic growth were North America and China partly offset by South Korea and Europe.

The organic sales increase (non-U.S. GAAP measure) from Autoliv’s companies in China of around 9% was driven by both domestic and global OEMs. Sales growth to domestic OEMs were mainly with Geely, including Lynk & Co, and Great Wall while growth with the global OEMs was mainly with VW, Nissan and Honda.

Organic sales growth (non-U.S. GAAP measure) of 2.6% from Autoliv’s companies in Japan was mainly derived from sales of frontal airbags to Honda, Mitsubishi, Nissan and Subaru and seatbelts to Honda, Mitsubishi and Subaru as well as inflator replacement sales.

Organic sales growth from Autoliv’s companies in the Rest of Asia of 3.0% was driven by strong sales development in India which grew organically (non-U.S. GAAP measure) by around 33%, mainly from sales to Suzuki, Honda, Tata and Hyundai/Kia. Sales in South Korea decreased, driven mainly by lower sales to Hyundai/Kia.

The organic growth (non-U.S. GAAP measure) from Autoliv’s companies in Americas was 11.5%. North America grew organically (non-U.S. GAAP measure) by 10.7% mainly due to new model launches with FCA, Honda, Tesla and Nissan, partly offset by lower sales to GM and Ford. Overall growth was driven by all main product groups. Sales in South America grew organically (non-U.S. GAAP measure) by about 28%, mainly due to increased sales of steering wheels and frontal airbags to FCA.

The 1.5% organic sales decline (non-U.S. GAAP measure) in the period from Autoliv’s companies in Europe was mainly driven by PSA, FCA, JLR, Nissan and Renault.

33


Earnings

 

Nine months ended

 

 

 

 

 

(Dollars in millions, except per share data)

September 30, 2018

 

 

September 30, 2017

 

 

Change

 

Net Sales

$

6,485.4

 

 

$

5,978.1

 

 

 

8.5

%

Gross profit

 

1,286.1

 

 

 

1,238.9

 

 

 

3.8

%

% of sales

 

19.8

%

 

 

20.7

%

 

 

(0.9

)pp

S, G&A

 

(290.9

)

 

 

(297.0

)

 

 

2.1

%

% of sales

 

(4.5

)%

 

 

(5.0

)%

 

 

0.5

pp

R, D&E net

 

(327.9

)

 

 

(295.0

)

 

 

(11.2

)%

% of sales

 

(5.1

)%

 

 

(4.9

)%

 

 

(0.2

)pp

Other income (expense), net

 

6.2

 

 

 

(29.3

)

 

 

121.2

%

% of sales

 

0.1

%

 

 

(0.5

)%

 

 

0.6

pp

Operating income

 

665.0

 

 

 

609.3

 

 

 

9.1

%

% of sales

 

10.3

%

 

 

10.2

%

 

 

0.1

pp

Income before taxes

 

610.3

 

 

 

551.6

 

 

 

10.6

%

Tax rate

 

23.0

%

 

 

29.2

%

 

 

(6.2

)pp

Net income attributable to controlling interest

   from continuing operations

 

468.9

 

 

 

389.3

 

 

 

20.4

%

Earnings per share continuing operations, diluted1)

 

5.37

 

 

 

4.43

 

 

 

21.2

%

1)

Assuming dilution and net of treasury shares. Participating share awards with right to receive dividend equivalents are under the two classtwo-class method excluded from the EPS calculation.

Gross profit declined by $129 million and the gross margin declined by 1.6pp compared to the same period 2018. The gross margin was adversely impacted by the sharp decline in global light vehicle production resulting in a lower utilization of our production assets, costs due to a labor conflict in Mexico, raw material headwinds and elevated launch related costs. This was offset to some degree by organic growth (non-U.S. GAAP measure) from launches of new products, which have a lower margin contribution in the early phase of the ramp-up.

Other operating income (expense), net, was $35 million lower than the prior year, mainly due to accruals relating to future reductions of our indirect workforce.

Operating income decreased by $169 million, as a consequence of the decline in gross profit forand other income (expense), net.

Adjusted operating income (non-U.S. GAAP measure, see reconciliation table below) decreased by around $136 million, mainly due to the lower gross profit.

Income before taxes decreased by $172 million, mainly as a consequence of the lower operating income.

Effective tax rate of 30.1% was 7.1 pp higher than last year primarily because the first nine months of 2018 increasedwas positively affected by $47 million, primarily as a resultthe reversal of higher sales. The gross margincertain valuation allowances.

Earnings per share, diluted decreased by 0.9pp compared187 cents primarily due to the same period in 2017, mainly as a result of adverse impacts113 cents from launch related costs, raw material pricinglower operating income, 44 cents from tax items and currency changes which were only partly offset the positive effect34 cents from the strong organic sales growth.

Selling, General and Administrative (S,G&A) expenses decreased slightly while Research, Development & Engineering (R,D&E) expenses, net, as percent of sales was 5.1% compared to 4.9% in the same period the prior year.

Operating income increased by $56 million to $665 million. The reported operating margin was 10.3% for the first nine months of the year, an increase of 0.1pp compared to the same period in the prior year. In 2017, the operating margin was negatively affected by costs related to ongoing capacity alignments and antitrust related matters, reported as Other income (expense), net.

Income before taxes increased by $59 million compared to the same period the previous year. Income attributable to controlling interest from Continuing Operations increased by $80 million compared to the same period in 2017, partly due to the decline in the effective tax rate to 23.0% from 29.2% in the prior year. Discrete tax items, net in the first nine months of 2018 had a favorable impact of 5.3pp, principally as a result of the reversal of valuation allowances against deferred tax assets recorded in the second quarter. In the first nine months of 2017, the net impact of discrete tax items caused a 3.4pp increase to the effective tax rate.

Earnings per share (EPS) from Continuing Operations assuming dilution increased by 21% to $5.37 compared to $4.43 for the same period one year ago. The main items affecting EPS positively were 41 cents from lower tax, 37 cents from lower costs relating to capacity alignments, antitrust relatedalignment, anti-trust matters and the separation of our business segments.areas.

The weighted average number of shares outstanding assuming dilution was 87.3 million compared to 87.9 million in the first nine months 2017.

LIQUIDITY AND SOURCES OF CAPITAL

Cash flow items prior tofor the third quarterfirst nine months of 2018 are presented on a consolidated basis including both Continuing and Discontinued Operations.Operations for the first six months of 2018 before the spin-off of Veoneer, except when stated otherwise.

Mainly dueNet cash provided by operating activities amounted to higher net income and changes in operating assets and liabilities, operating cash flow increased during the third quarter to $238$328 million compared to $218$301 million for Consolidated Autoliv, including both Continuing and Discontinued Operations, in the same quarter of 2017. Cash flow from operations for the first nine months of 2019 and 2018, respectively. The increase in cash flow from operations can mainly be attributed to that the first six months of 2018 included loss making discontinued operation activities compared to no such operations in 2019. Also, 2019 was significantly impacted by the EC antitrust payment made in the second quarter amounting to$203 million.

Net cash used in investing activities amounted to $301$358 million compared to $547$494 million infor the first nine months of 2017.2019 and 2018, respectively. The decrease was primarily related to costs for separation of our business segments including the higher net loss from Discontinued Operations and the increase in operating working capital due to increased sales and unfavorable geographic and timing effects.

Cash flow from operations less used for investing activities for the third quarter was $121 million compared to $74 million in the same quarter of 2017, primarily due to higher operating cash flow and lower capital expenditures. Capital expenditures, net, of $117

34


million were $32 million more than depreciation and amortization expense during the quarter and $25 million lower than capital expenditures, net during the third quarter of 2017. Of the total $142 million in capital expenditures, net, in the third quarter of 2017, $122 million was attributable to Continuing Operations. Cash flow from operations less used for investing activities for the first nine months was negative $193 million compared to $32 million during the same period in 2017, mainly due to the lower operating cash flow. Capital expenditures, net, of $421 million were $113 million more than depreciation and amortization expense during the first nine months of 2018 and $20included significant activity from discontinued operations. Excluding discontinued operations, investing activities in continuing operations amounted to approximately $352 million more than capital expenditures, net, during the first nine months of 2017.in 2018.


Net cash used in financing activities amounted to $172$(230) million compared to $354$(172) million for the first nine months ended September30,of 2019 and 2018, and 2017, respectively. During the first nine months of 20182019 financing activities were primarily related to improving the Company obtained new funds of approximately $1 billionCompany’s debt maturity profile, replacing short-term debt with long-term as noted in the formContractual Obligations section below. 2018 financing activities were primarily driven by the spin-off of short term debtVeoneer.

Non-U.S. GAAP measures

Reconciliation of U.S. GAAP financial measures to “Adjusted operating income”, “Adjusted operating margin” and “Adjusted EPS”

(Dollars in millions, except per share data)

 

 

Three months ended September 30, 2019

 

 

Three months ended September 30, 2018

 

 

 

Reported U.S.

GAAP

 

 

Adjustments1)

 

 

Non-U.S.

GAAP

 

 

Reported U.S.

GAAP

 

 

Adjustments1)

 

 

Non-U.S.

GAAP

 

Operating income

 

$

153.8

 

 

$

28.7

 

 

$

182.5

 

 

$

192.5

 

 

$

1.1

 

 

$

193.6

 

Operating margin, %

 

 

7.6

 

 

 

1.4

 

 

 

9.0

 

 

 

9.5

 

 

 

0.0

 

 

 

9.5

 

EPS continuing operations, diluted

 

 

0.98

 

 

 

0.32

 

 

 

1.30

 

 

 

1.34

 

 

 

0.01

 

 

 

1.35

 

1)

Excluding costs for capacity alignment, antitrust related matters and separation of our business segments.

 

 

Nine months ended September 30, 2019

 

 

Nine months ended September 30, 2018

 

 

 

Reported U.S.

GAAP

 

 

Adjustments1)

 

 

Non-U.S.

GAAP

 

 

Reported U.S.

GAAP

 

 

Adjustments1)

 

 

Non-U.S.

GAAP

 

Operating income

 

$

496.5

 

 

$

35.6

 

 

$

532.1

 

 

$

665.0

 

 

$

3.3

 

 

$

668.3

 

Operating margin, %

 

 

7.8

 

 

 

0.6

 

 

 

8.4

 

 

 

10.3

 

 

 

0.0

 

 

 

10.3

 

EPS continuing operations, diluted

 

 

3.50

 

 

 

0.37

 

 

 

3.87

 

 

 

5.37

 

 

 

0.03

 

 

 

5.40

 

1)

Excluding costs for capacity alignment, antitrust related matters and separation of our business segments.

Items included in Non-U.S. GAAP adjustments

(Dollars in millions, except per share data)

 

 

Third quarter 2019

 

 

Third quarter 2018

 

 

 

Millions

 

 

Per share

 

 

Millions

 

 

Per share

 

Capacity alignment

 

$

27.4

 

 

$

0.31

 

 

$

(0.2

)

 

$

(0.00

)

Antitrust related matters

 

0.1

 

 

 

0.00

 

 

0.2

 

 

 

0.00

 

Separation costs

 

$

1.2

 

 

0.01

 

 

 

1.1

 

 

0.01

 

Total adjustments to operating income

 

$

28.7

 

 

 

0.32

 

 

$

1.1

 

 

 

0.01

 

Tax on non-U.S. GAAP adjustments1)

 

 

(0.4

)

 

 

0.00

 

 

 

(0.3

)

 

 

(0.00

)

Total adjustments to net income

 

$

28.3

 

 

$

0.32

 

 

$

0.8

 

 

$

0.01

 

1)

The tax is calculated based on the tax laws in the respective jurisdiction(s) of the adjustment(s).

 

 

First nine months of 2019

 

 

First nine months of 2018

 

 

 

Millions

 

 

Per share

 

 

Millions

 

 

Per share

 

Capacity alignment

 

$

40.5

 

 

$

0.46

 

 

$

1.0

 

 

$

0.01

 

Antitrust related matters

 

 

(6.1

)

 

 

(0.07

)

 

1.2

 

 

0.01

 

Separation costs

 

 

1.2

 

 

 

0.01

 

 

1.1

 

 

0.01

 

Total adjustments to operating income

 

$

35.6

 

 

$

0.40

 

 

$

3.3

 

 

$

0.03

 

Tax on non-U.S. GAAP adjustments1)

 

 

(3.0

)

 

 

(0.03

)

 

 

(0.7

)

 

 

(0.00

)

Total adjustments to net income

 

$

32.6

 

 

$

0.37

 

 

$

2.6

 

 

$

0.03

 

1)

The tax is calculated based on the tax laws in the respective jurisdiction(s) of the adjustment(s).

The non-GAAP adjustment for the offeringthree months ended September 30, 2019 primarily consisted of EUR 500 million notes in the Eurobond market, which primarily were used to fund the capitalization of Veoneer prior to the distribution. The notes offering is described in See Note, Fair Value Measurements, to our unaudited condensed consolidated financial statements herein.

In addition, the Company paid dividendscapacity alignment amounting to $161 million$27.4 million. The non-GAAP adjustment for the nine months endingended September 30, 2018, compared2019 primarily consisted of capacity alignment amounting to $156$40.5 million duringoffset by the same period last year.  Last year, the Company repurchased shares$6.7 million antitrust accrual adjustment as reported in the second quarter amounting to $157 million.Company’s 10-Q for the period ended March 31, 2019.

30


The Company uses the non-U.S. GAAP measure “Operating working capital,” as defined in the table below, in its communications with investors and for management’s review of the development of the working capital cash generation from operations. The reconciling items used to derive this measure are, by contrast, managed as part of the Company’s overall cash and debt management, but they are not part of the responsibilities of day-to-day operations’ management. The historical periods in the table have been restated to only reflect continuing operations.

Reconciliation of “Operating working capital” to U.S. GAAP financial measure to “Operating working capital”

(Dollars in millions)

 

 

September 30, 2018

 

 

June 30, 2018

 

 

December 31, 2017

 

 

September 30, 2019

 

 

September 30, 2018

 

 

December 31, 2018

 

Total current assets continuing operations

 

$

3,348.1

 

 

$

3,373.8

 

 

$

3,557.5

 

 

$

2,908.8

 

 

$

3,348.1

 

 

$

3,285.4

 

Total current liabilities continuing operations

 

 

(2,683.8

)

 

 

(2,753.3

)

 

 

(2,086.4

)

Total current liabilities continuing operations 1)

 

 

(2,304.8

)

 

 

(2,683.8

)

 

 

(2,655.5

)

Working capital

 

 

664.3

 

 

 

620.5

 

 

 

1,471.1

 

 

 

604.0

 

 

 

664.3

 

 

 

629.9

 

Cash and cash equivalents

 

 

(533.7

)

 

 

(507.5

)

 

 

(959.5

)

 

 

(334.4

)

 

 

(533.7

)

 

 

(615.8

)

Short-term debt

 

 

573.0

 

 

 

605.6

 

 

 

19.7

 

 

 

289.9

 

 

 

573.0

 

 

 

620.7

 

Derivative liability and (asset), current

 

 

1.8

 

 

 

2.9

 

 

 

(2.1

)

Derivative (asset) and liability, current

 

 

5.9

 

 

 

1.8

 

 

 

(0.8

)

Dividends payable

 

 

54.0

 

 

 

54.0

 

 

 

52.2

 

 

 

54.1

 

 

 

54.0

 

 

 

54.0

 

Operating working capital

 

$

759.4

 

 

$

775.5

 

 

$

581.4

 

 

$

619.5

 

 

$

759.4

 

 

$

688.0

 

1)

December 31, 2018, excluding the EC antitrust accrual.

 

WorkingOperating working capital (non-U.S. GAAP measure, see reconciliation table above) was 7.7%7.2% of sales and operating working capital (non-U.S. GAAP measure) wascompared to 8.8% of sales.sales a year earlier, where the change mainly was a consequence of a new accounting standard for operating leases and accruals related to future reductions of our indirect workforce. The Company targets that operating working capital in relation to the last 12-month sales should not exceed 10%.

Accounts receivable in relation to sales was 80 days outstanding, compared to 72 days outstanding on December 31, 2017 and 77 days outstanding on September 30, 2017. Days inventory outstanding was 38 days, compared to 32 days on December 31, 2017 and 35 days on September 30, 2017.

As part of efficiently managing the Company's overall cost of funds, the Company routinely enters into "debt-related derivatives" (DRD) as part of its debt management. Creditors and credit rating agencies use net debt adjusted for DRD in their analyses of the Company's debt.debt and therefore we provide this non-U.S. GAAP measure. DRD are fair value adjustments to the carrying value of the underlying debt. IncludedAlso included in the DRD is also the unamortized fair value adjustment related to a discontinued fair value hedgehedges, which will be amortized over the remaining life of the debt. By adjusting for DRD, the total financial liability of net debt is disclosed without grossing debt up with currency or interest fair values.

Reconciliation of “Net debt” to U.S. GAAP financial measure to “Net debt”

(Dollars in millions)

 

 

September 30, 2018

 

 

June 30, 2018

 

 

December 31, 2017

 

 

September 30, 2019

 

 

September 30, 2018

 

 

December 31, 2018

 

Short-term debt

 

$

573.0

 

 

$

605.6

 

 

$

19.7

 

 

$

289.9

 

 

$

573.0

 

 

$

620.7

 

Long-term debt

 

 

1,677.5

 

 

 

1,678.0

 

 

 

1,310.7

 

 

 

1,815.1

 

 

 

1,677.5

 

 

 

1,609.0

 

Total debt

 

 

2,250.5

 

 

 

2,283.6

 

 

 

1,330.4

 

 

 

2,105.0

 

 

 

2,250.5

 

 

 

2,229.7

 

Cash and cash equivalents

 

 

(533.7

)

 

 

(507.5

)

 

 

(959.5

)

 

 

(334.4

)

 

 

(533.7

)

 

 

(615.8

)

Debt-related derivatives

 

 

7.6

 

 

 

8.6

 

 

 

(2.5

)

Debt issuance cost/Debt-related derivatives, net

 

 

10.7

 

 

 

7.6

 

 

 

4.9

 

Net debt

 

$

1,724.4

 

 

$

1,784.7

 

 

$

368.4

 

 

$

1,781.3

 

 

$

1,724.4

 

 

$

1,618.8

 

 

The Company’s netNet debt position (non-U.S.(non-U.S. GAAP measure) decreased by $60measure, see reconciliation table above) amounted to $1,781 million during the third quarteras of September 30, 2019, which was close to $1,724 million. Gross interest-bearing debt decreased during the third quarter by $33 million to $2,251 million. During the first nine months in

35


2018, the Company’s net debt position (non-U.S. GAAP measure) increased by $1,356 million to $1,724 millionunchanged compared to December 31, 2017, mainly due to the capitalization of Veoneer prior to the spin-off. Gross interest-bearing debt increased by $920 million to $2,251 million compared to December 31, 2017, mainly due to the capitalization of Veoneer prior to the spin-off.a year earlier.

The non-U.S. GAAP measure net debt is also used in the non-U.S. GAAP measure “Leverage ratio”. Management uses this measure to analyze the amount of debt the Company can incur under its debt policy. Management believes that this policy also provides guidance to credit and equity investors regarding the extent to which the Company would be prepared to leverage its operations. For details on leverage ratio refer to the table.

31


Calculation of “Leverage ratio”

(Dollars in millions)

 

 

September 30, 2018

 

 

June 30, 2018

 

 

December 31, 2017

 

 

September 30, 2019

 

 

September 30, 2018

 

 

December 31, 2018

 

Net debt1)

 

$

1,724.4

 

 

$

1,784.7

 

 

$

368.4

 

 

$

1,781.3

 

 

$

1,724.4

 

 

$

1,618.8

 

Pension liabilities

 

 

204.3

 

 

 

203.8

 

 

 

206.8

 

 

 

199.9

 

 

 

204.3

 

 

 

198.2

 

Debt per the Policy

 

$

1,928.7

 

 

$

1,988.5

 

 

$

575.2

 

 

 

1,981.2

 

 

 

1,928.7

 

 

 

1,817.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income2)

 

$

218.9

 

 

$

189.1

 

 

$

303.0

 

 

 

216.1

 

 

 

218.9

 

 

 

183.7

 

Less: Net loss from discontinued operations2)

 

 

448.8

 

 

 

466.8

 

 

 

285.0

 

 

 

(2.0

)

 

 

448.8

 

 

 

193.8

 

Net income continuing operations2)

 

$

667.7

 

 

$

655.9

 

 

$

588.0

 

 

 

214.1

 

 

 

667.7

 

 

 

377.5

 

Income taxes 2)

 

 

183.4

 

 

 

174.6

 

 

 

204.4

 

 

 

226.8

 

 

 

183.4

 

 

 

234.9

 

Interest expense, net2,3)

 

 

54.8

 

 

 

50.8

 

 

 

53.7

 

 

 

67.0

 

 

 

54.8

 

 

 

59.2

 

Depreciation and amortization of intangibles2,4)

 

 

332.6

 

 

 

325.2

 

 

 

307.2

 

Depreciation and amortization of intangibles2)

 

 

348.8

 

 

 

332.6

 

 

 

342.0

 

Antitrust related matters, capacity alignment and separation costs2)

 

 

254.5

 

 

 

6.7

 

 

 

216.5

 

EBITDA per the Policy

 

$

1,238.5

 

 

$

1,206.5

 

 

$

1,153.3

 

 

$

1,111.2

 

 

$

1,245.2

 

 

$

1,230.1

 

Leverage ratio

 

 

1.6

 

 

 

1.6

 

 

 

0.5

 

 

 

1.8

 

 

 

1.5

 

 

 

1.5

 

 

1)

Net debt (non-U.S. GAAP measure) is short- and long-term debt and debt-related derivatives, less cash and cash equivalents and debt-related derivatives.equivalents.

2)

Latest 12-months.

3)

Interest expense, net is interest expense including cost for extinguishment of debt, if any, less interest income.

4)

Including impairment write-offs related to continuing operations, if any.

Leverage ratio (non-U.S. GAAP measure, see calculation in table above). Autoliv’s policy is to maintain a leverage ratio (non-U.S. GAAP measure) commensurate with a strong investment grade credit rating. The Company measures its leverage ratio as net debt (non-U.S. GAAP measure) adjusted for pension liabilities in relation to EBITDA (earnings before interest, taxes, depreciation and amortization)., adjusted for antitrust related matters, capacity alignment and separation costs. The long-term target is to maintain a leverage ratio of around 1x within a range of 0.5x to 1.5x. As of September 30, 2018,2019, the Company had a leverage ratio (non-U.S. GAAP measure) of 1.6x.1.8x, compared to 1.8x at June 30, 2019 and 1.5x at September 30, 2018.

During

Total equity decreased in the third quarter totalby $38 million compared to June 30, 2019 mainly due to $54 million from dividends and $71 million in currency translation effects partly offset by $86 million in net income. Total equity increased by $46$103 million to $2,053 million,in the nine months period, mainly due to $118$307 million from net income, partly offset by $54 million in dividends and $30 million related to currency translation effects. Total parent shareholders’ equity was $2,040 million corresponding to $23.42 per share. For the first nine months, total equity decreased by $2,116 million to $2,053 million, mainly due to $2,121 million related to the spin-off, $162 million in dividends and $135$45 million from currency translation effects. The decrease was partly offset by $274effects, and $163 million from net income.dividends.

Headcount

 

 

September 30, 2018

 

 

June 30, 2018

 

 

September 30, 2017

 

 

September 30, 2019

 

 

June 30, 2019

 

 

September 30, 2018

 

Headcount continuing operations

 

 

66,479

 

 

 

66,193

 

 

 

63,266

 

Headcount

 

 

64,900

 

 

 

65,700

 

 

 

66,500

 

Whereof:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct workers in manufacturing

 

 

71

%

 

 

71

%

 

 

71

%

 

 

71

%

 

 

71

%

 

 

71

%

Best cost countries

 

 

80

%

 

 

80

%

 

 

79

%

 

 

80

%

 

 

80

%

 

 

80

%

Temporary personnel

 

 

14

%

 

 

13

%

 

 

12

%

 

 

9

%

 

 

10

%

 

 

14

%

 

Compared to June 30, 2018,2019, total headcount (permanent employees and temporary personnel) increaseddecreased by 286.approximately 800. The decrease in the quarter was driven by a reduction of both direct and indirect workforce. Compared to a year ago, headcount increaseddecreased by 3,213, reflectingapproximately 1,600, with close to 80% of the reduction being in the direct workforce. The headcount reductions reflect the balancing of cost reduction efforts to offset the decline in light vehicle markets and to support the growth in organic sales growth.(non-U.S. GAAP measure) driven by new vehicle program launches.

Outlook 2019

Mainly

The Company’s sales growth and adjusted operating margin (non-U.S. GAAP measure) outlook indications for 2019 reflects the continuing high level of uncertainty in the automotive markets and are based on our customer call-offs andthe assumption that global light vehicle production outlook according to IHS, the indication for organic sales growth for Autoliv Continuing Operations for thedeclines by 6-7% in full year is around 6%. Currency translations are expected2019 compared to have a combined positive effect of around 2%, resulting in a consolidated sales increase of around 8%. The indication for adjusted operating margin for Autoliv Continuing Operations for the full year 2018 is around 10.5%. This replaces our previous full year 2018 guidance of organic growth of around 8% and an adjusted operating margin of more than 11%.2018.

36

Financial measure

Full year indication

Net sales growth

Around (2)%

Organic sales growth

Around 1%

Adjusted operating margin 1)

Around 9%

R,D&E, net % of sales

Around 2018 level

Tax rate 2)

Around 28%

Operating cash flow excl. EC antitrust payment2)

$700-800 million

Capital expenditures, net % of sales

Around 2018 level

Leverage ratio at year end

Around 1.7x range

1)

Excluding costs for capacity alignments, anti-trust related matters and separation of our business segments. 2) Excluding unusual items.

32


The projected tax rate, excluding discrete items, for Continuing Operations for the full year 2018, is expected to be around 28%, and is subject to change due to any discrete or nonrecurring events that may occur.

The projected operating cash flow for Continuing Operations for the financial year 2018, excluding any discrete items, is expected to be on a similar level as in financial year 2017.

The projected capital expenditures, net, for Continuing Operations, for the full year 2018 is expected to be in the range of 5-6% of sales.

The forward lookingforward-looking non-U.S. GAAP financial measures above are provided on a non-U.S. GAAP basis. AutolivThe Company has not provided a U.S. GAAP reconciliation of these measures because items that impact these measures, such as costs related to capacity alignments and antitrust matters and separation of our business segments, cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and Autolivthe Company is unable to determine the probable significance of the unavailable information.

New Revenue RecognitionLease Standard

The Company adopted ASU 2014-092016-02 - Revenue from Contracts with Customers, Leases, effective January 1, 2018.2019. The adoption of the new revenuelease standard did not havehad a material impact on the Company’s net sales, net income, or balance sheet. For further information see Note 2, New Accounting Standards and Note 4, RevenueLeases, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial position, results of operations or cash flows.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Except as notedset forth below, as of September 30, 2018,2019, the Company’s future contractual obligations have not changed materially from the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172018 filed with the SEC on February 22, 2018.21, 2019.

On June 26, 2018,24, 2019, Autoliv entered into a SEK 1,200 million bilateral loan agreement with Svensk Exportkredit. The full loan amount was utilized on June 27, 2019 and is due for repayment on June 27, 2022.                    

On June 27, 2019, Autoliv issued Floating Rate Notes due December 2020 in a principal amount of EUR 500100 million under its Euro Medium Term Note Programme, commenced as of 5-year notes in the Eurobond marketApril 11, 2019 (the “Notes”). The Notes were issued at an issue price of 100.168% of the aggregate nominal amount of the Notes, and carry a coupon rate of 0.75%, paid annually in arrears.  the three-month Euro Interbank Offered Rate (EURIBOR) plus 0.50% per annum.

OTHER RECENT EVENTS

LaunchesKey launches in the Third Quarter of 20182019

Honda Crider: Driver airbag with steering wheel, passenger airbag, side airbag and seatbelt with pretensioner.Below are some of the key models which were launched in the third quarter of 2019.

Subaru Forester:Legacy: Side airbags, Seatbelts.

Land Rover Defender: Driver and/or Passenger airbag, side airbag and inflatable curtain.airbags, Side airbags, Head/Inflatable Curtain airbags, Seatbelts.

Nissan Altima: Knee airbag, side airbag, inflatable curtain and seatbelt with pretensioner.BMW 1-Series: Side airbags, Seatbelts

Audi Q3:Peugeot 208: Steering Wheel, Driver airbag with steering wheel, passenger airbag and active seatbelt.

VW Tharu: Driver airbag with steering wheel, passenger airbag and seatbelt with pretensioner.

Audi A1: Driver airbag with steering wheel and seatbelt with pretensioner.and/or Passenger airbags, Side airbags, Head/Inflatable Curtain airbags, Seatbelts.

Chevrolet Silverado:Trailblazer: Steering Wheel, Driver airbag with steering wheel.and/or Passenger airbags, Side airbags, Head/Inflatable Curtain airbags, Seatbelts.

Great Wall Haval F7:Cadillac CT5: Steering Wheel, Driver airbag with steering wheel, passenger airbag, side airbag, inflatable curtain and seatbelt with pretensioner.and/or Passenger airbags, Side airbags, Head/Inflatable Curtain airbags, Seatbelts.

BMW X5:Ford Puma: Steering Wheel, Driver airbag with steering wheel, side airbag, inflatable curtain and pyro safety switch.and/or Passenger airbags, Side airbags.

BYD Song Pro: Steering Wheel, Driver and/or Passenger airbags, Side airbags, Head/Inflatable Curtain airbags, Seatbelts.

Subaru Outback: Side airbags, Seatbelts.

Other EventsItems

On September 5, 2019, Autoliv announced the signing of a joint research declaration with Great Wall Motor on the project of North American road safety evaluation in Baoding, China. Autoliv and Great Wall Motor will jointly set up a North America road safety research lab. The lab will combine the global technical and testing resources of both parties and focus on the North American market, at the same time, align with the regulations from road safety authorities, thus to support the implementation of the strategies of Great Wall Motor.

33


On September 16, 2019, Autoliv announced that it strengthened the insights in biomechanics, epidemiology and public health as John Bolte IV and Maria Segui-Gomez joined the Autoliv Research Advisory Board. Maria Segui-Gomez is an acknowledged expert in the field of epidemiology and public health. She is full Professor in Public Health in Spain while holding visitor professorships in the US as Adjunct Associate Professor at Johns Hopkins University, School of Public Health, and as Visiting Professor at University of Virginia School of Medicine. John Bolte IV is Professor at The Ohio State University and Director of the Injury Biomechanics Research Center.

On September 23, 2019, Autoliv announced that its interim CFO, Christian Hanke, notified the Company of his intent to resign as the Interim Chief Financial Officer and Vice President Corporate Control to pursue another opportunity outside of Autoliv. Mr. Hanke’s resignation will be effective no later than March 18, 2020. Until the time Mr. Hanke’s resignation becomes effective, he will continue to serve as the Interim Chief Financial Officer and Vice President Corporate Control. The Company expects that Mr. Hanke will remain with the Company through the filing of the Company’s 2019 annual report. The Company is continuing its search for a permanent replacement for the Chief Financial Officer position.

On September 27, 2019, S&P Global Ratings announced its downgrade of Autoliv Inc., from A- to BBB+ with outlook negative.

On September 20, 2018, Autoliv announced that its Board of Directors elected President and CEO Mikael Bratt as a new member of the Board. The size of the Board was expanded from eight to nine members. Mikael Bratt has been President and CEO of Autoliv since the completion of the spin-off on June 29, 2018.

37


Dividend

On August 15, 2018,19, 2019, the Company declared a quarterly dividend to shareholders of 62 cents per share for the fourth quarter of 2018,2019, with the following payment schedule:

 

Ex-date (common stock)

November 20, 201819, 2019

Ex-date (SDRs)

November 20, 201819, 2019

Record Date

November 21, 201820, 2019

Payment Date

December 6, 20185, 2019

 

Next Report

Autoliv intends to publish the quarterly earnings report for the fourth quarter of 20182019 on Tuesday, January 29, 2019.28, 2020.

34


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2018, except as set forth below,2019, there have been no material changes to the information related to quantitative and qualitative disclosures about market risk that was provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172018, filed with the SEC on February 22, 2018. On June 26, 2018, Autoliv issued notes due 2023 in a principal amount of EUR 500 million in the Eurobond market (the “Notes”). The Notes were issued at an issue price of 99.527%, and carry a coupon of 0.75% (paid annually in arrears), which implies a per annum yield of 0.847%. See Note 5, Fair Value Measurements to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information.21, 2019.

The capital structure of the Company changed significantly during the second quarter of 2018 in connection with the Notes offering and capitalization of Veoneer prior to the spin-off. The Company has recalculated what the impact would be given a one percentage point interest rate increase and concluded it would have an immaterial net interest expense impact during 2018 and 2019, respectively. This is due to our floating rate debt balance being in line with our variable rate cash and cash equivalents.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

An evaluation has been carried out, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

(b)

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3835


PART II - OTHEROTHER INFORMATION

In the ordinary course of our business, we are subject to legal proceedings brought by or against us and our subsidiaries. 

See Part I, Item 1, "Financial Statements, Note 12"12 Contingent Liabilities" of this Quarterly Report on Form 10-Q for a summary of certain ongoing legal proceedings. Such information is incorporated into this Part II, Item 1—"Legal Proceedings" by reference.

ITEM 1A. RISK FACTORS

Except as described below, asAs of September 30, 2018,2019, there have been no material changes to the risk factors that were previously disclosed in Item 1A in the Company’s Form 10-K for the year ended December 31, 20172018 filed with the SEC on February 22, 2018.21, 2019.

Potential indemnification obligations to Veoneer or a refusal of Veoneer to indemnify us pursuant to the agreements executed in connection with the internal reorganization and spin-off could materially adversely affect us.

The transaction agreements we entered into with Veoneer in connection with the internal reorganization and the spin-off provide for cross-indemnities that require Autoliv and Veoneer to bear financial responsibility for each company’s business prior to the internal reorganization or spin-off, as applicable, and to indemnify the other party in connection with a breach of such party of the transaction agreements; provided, however, certain warranty, recall and product liabilities for Electronics products manufactured prior to the completion of the internal reorganization have been retained by us and we will indemnify Veoneer for any losses associated with such warranty, recall or product liabilities pursuant to the distribution agreement entered into as part of the spin-off. Any indemnities that we are required to provide to Veoneer may be significant and could negatively affect our business. In addition, there can be no assurance that the indemnities from Veoneer will be sufficient to protect us against the full amount of any potential liabilities. Even if we do succeed in recovering from Veoneer any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. In addition, each of these risks could have a material adverse effect on our business, results of operations and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock repurchase program

During the quarter ended September 30, 2018,2019, the Company made no stock repurchases. The Company is authorized to purchase up to 47.5 million shares of common stock under its stock repurchase program, which was first approved by the board of directors of the Company on May 9, 2000. Under the existing authorization, 2,986,288 shares may be repurchased. The stock repurchase program does not have an expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

3936


ITEM 6. EXHIBITSEXHIBITS

 

Exhibit

No.

 

Description

 

 

 

  3.1

 

Autoliv’s Restated Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 22, 2015).

 

 

 

  3.2

 

Autoliv’s Third Restated By-Laws incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-12933, filing date December 18, 2015).

 

 

 

  4.1

 

Indenture, dated March 30, 2009, between Autoliv, Inc. and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to Autoliv’s Registration Statement on Form 8-A (File No. 001-12933, filing date March 30, 2009).

 

 

 

  4.2

 

Second Supplemental Indenture (including Form of Global Note), dated March 15, 2012, between Autoliv, Inc. and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-12933, filing date March 15, 2012).

 

 

 

  4.3

 

Form of Note Purchase and Guaranty Agreement dated April 23, 2014, among Autoliv ASP, Inc., Autoliv, Inc. and the purchasers named therein, incorporated herein by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 25, 2014).

 

 

 

  4.4

 

Amendment and Waiver 2014 Note Purchase and Guaranty Agreement, dated May 24, 2018, among Autoliv, Inc., Autoliv ASP, Inc. and the noteholders named therein, incorporated herein by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date July 27, 2018).

 

 

 

  4.5

 

General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc. representing common shares in Autoliv, Inc., effective as of May 30, 2018, with Skandinaviska Enskilda Banken AB (publ) serving as a custodian, incorporated herein by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date July 27, 2018).

 

 

 

  4.6

 

Agency Agreement dated June 26, 2018 among Autoliv, Inc., Autoliv ASP, Inc. and HSBC Bank PLC, incorporated herein by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date July 27, 2018).

 

 

 

  10.1+4.7

 

SeparationBase listing particulars Agreement, effective as of September 1, 2018, by and betweendated April 11, 2019, among Autoliv, Inc., Autoliv ASP, Inc. and Steve Fredin,the dealers named therein., incorporated herein by reference to Exhibit 10.54.7 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 26, 2019).

  4.8

Programme Agreement, dated April 11, 2019, among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein, incorporated herein by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 26, 2019).

  4.9

Agency Agreement, dated April 11, 2019, among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein, incorporated herein by reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 26, 2019).

10.1+

Mutual Separation Agreement, dated July 1, 2019, between Autoliv, Inc. and Mike Hague, incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date July 27, 2018)19, 2019).

10.2*+

Employment Agreement, dated July 14, 2016, between Autoliv, Inc. and Christian Hanke.

 

 

 

10.3*+

Employment Agreement, dated April 23, 2019, between Autoliv, Inc. and Frithjof Oldorff.

10.4*+

Employment Agreement, dated March 18, 2019, between Autoliv, Inc. and Christian Swahn.

10.5*+

Employment Agreement, dated February 15, 2019, between Autoliv, Inc. and Magnus Jarlegren.

10.6*

Form of Indemnification Agreement between Autoliv, Inc. and its directors and certain of its executive officers.

31.1*

 

Certification of the Chief Executive Officer of Autoliv, Inc. pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

 

 

31.2*

 

Certification of the Interim Chief Financial Officer of Autoliv, Inc. pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

 

 

32.1*

 

Certification of the Chief Executive Officer of Autoliv, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Certification of the Interim Chief Financial Officer of Autoliv, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

37


Exhibit No.

Description

 

 

 

  101*101.INS*

 

Inline XBRL Instance Document – The following financial information frominstance document does not appear in the Quarterly Report on Form 10-Q forInteractive Date File because its XBRL tags are embedded within the fiscal quarter ended September 30, 2018, formatted ininline XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i)document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*

Cover Page Interactive Data File (embedded within the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to the Condensed Consolidated Financial Statements.inline XBRL document).

 

*

Filed herewith.

+

Management contract or compensatory plan.

4038


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 26, 201825, 2019

AUTOLIV, INC.

(Registrant)

 

By:

 

/s/ Mats BackmanChristian Hanke

 

 

Mats BackmanChristian Hanke

 

 

Interim Chief Financial Officer

 

 

(Duly Authorized Officer and Principal Financial Officer)

 

4139