UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2019March 31, 2020
ORor
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to |
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, |
|
|
Stockholm, Sweden |
| SE-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 | ☐ |
|
|
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 22, 2019,April 20, 2020, there were 87,234,32787,315,660 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: general economic conditions; the impacts of the coronavirus (COVID-19) pandemic on the Company’s financial condition, business operations and liquidity; 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: restructuring and cost reduction and efficiency 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, 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, 20182019 filed with the SEC on February 21, 2019.2020.
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.
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 March 31 |
| |||||||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| 2020 |
|
| 2019 |
| ||||||
Net sales |
| $ | 2,027.7 |
|
| $ | 2,033.0 |
|
| $ | 6,356.4 |
|
| $ | 6,485.4 |
|
| $ | 1,845.8 |
|
| $ | 2,174.0 |
|
Cost of sales |
|
| (1,648.6 | ) |
|
| (1,646.9 | ) |
|
| (5,198.8 | ) |
|
| (5,199.3 | ) |
|
| (1,514.8 | ) |
|
| (1,795.2 | ) |
Gross profit |
|
| 379.1 |
|
|
| 386.1 |
|
|
| 1,157.6 |
|
|
| 1,286.1 |
|
|
| 331.0 |
|
|
| 378.8 |
|
Selling, general and administrative expenses |
|
| (97.7 | ) |
|
| (90.0 | ) |
|
| (300.2 | ) |
|
| (290.9 | ) |
|
| (93.5 | ) |
|
| (101.4 | ) |
Research, development and engineering expenses, net |
|
| (99.1 | ) |
|
| (101.9 | ) |
|
| (323.5 | ) |
|
| (327.9 | ) |
|
| (102.6 | ) |
|
| (107.4 | ) |
Amortization of intangibles |
|
| (2.9 | ) |
|
| (2.8 | ) |
|
| (8.6 | ) |
|
| (8.5 | ) |
|
| (2.7 | ) |
|
| (2.8 | ) |
Other income (expense), net |
|
| (25.6 | ) |
|
| 1.1 |
|
|
| (28.8 | ) |
|
| 6.2 |
|
|
| 2.1 |
|
|
| 6.0 |
|
Operating income |
|
| 153.8 |
|
|
| 192.5 |
|
|
| 496.5 |
|
|
| 665.0 |
|
|
| 134.3 |
|
|
| 173.2 |
|
Income from equity method investments |
|
| 0.4 |
|
|
| 0.2 |
|
|
| 1.6 |
|
|
| 2.8 |
| ||||||||
Income from equity method investment |
|
| 0.3 |
|
|
| 1.0 |
| ||||||||||||||||
Interest income |
|
| 0.7 |
|
|
| 1.3 |
|
|
| 2.7 |
|
|
| 4.1 |
|
|
| 1.1 |
|
|
| 1.0 |
|
Interest expense |
|
| (17.1 | ) |
|
| (18.9 | ) |
|
| (52.6 | ) |
|
| (46.2 | ) |
|
| (16.3 | ) |
|
| (18.0 | ) |
Other non-operating items, net |
|
| (3.4 | ) |
|
| (3.8 | ) |
|
| (9.4 | ) |
|
| (15.4 | ) |
|
| (8.1 | ) |
|
| (3.6 | ) |
Income from continuing operations before income taxes |
|
| 134.4 |
|
|
| 171.3 |
|
|
| 438.8 |
|
|
| 610.3 |
| ||||||||
Income before income taxes |
|
| 111.3 |
|
|
| 153.6 |
| ||||||||||||||||
Income tax expense |
|
| (48.4 | ) |
|
| (53.3 | ) |
|
| (131.9 | ) |
|
| (140.0 | ) |
|
| (36.4 | ) |
|
| (42.1 | ) |
Net income from continuing operations |
|
| 86.0 |
|
|
| 118.0 |
|
|
| 306.9 |
|
|
| 470.3 |
| ||||||||
Loss from discontinued operations, net of income taxes (Note 3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (195.8 | ) | ||||||||
Net income |
|
| 86.0 |
|
|
| 118.0 |
|
|
| 306.9 |
|
|
| 274.5 |
|
|
| 74.9 |
|
|
| 111.5 |
|
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 | ) | ||||||||
Less: Net income attributable to non-controlling interest |
|
| 0.1 |
|
|
| 0.1 |
| ||||||||||||||||
Net income attributable to controlling interest |
| $ | 85.4 |
|
| $ | 117.5 |
|
| $ | 305.9 |
|
| $ | 281.4 |
|
| $ | 74.8 |
|
| $ | 111.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to controlling interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net Income from continuing operations |
| $ | 85.4 |
|
| $ | 117.5 |
|
| $ | 305.9 |
|
| $ | 468.9 |
| ||||||||
Net Loss from discontinued operations (Note 3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (187.5 | ) | ||||||||
Net income attributable to controlling interest |
| $ | 85.4 |
|
| $ | 117.5 |
|
| $ | 305.9 |
|
| $ | 281.4 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Earnings per share continuing operations – basic 1) |
| $ | 0.98 |
|
| $ | 1.35 |
|
| $ | 3.51 |
|
| $ | 5.38 |
| ||||||||
Loss per share discontinued operations – basic 1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2.15 | ) | ||||||||
Basic earnings per share |
| $ | 0.98 |
|
| $ | 1.35 |
|
| $ | 3.51 |
|
| $ | 3.23 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Earnings per share continuing operations – diluted 1) |
| $ | 0.98 |
|
| $ | 1.34 |
|
| $ | 3.50 |
|
| $ | 5.37 |
| ||||||||
Loss per share discontinued operations – diluted 1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2.15 | ) | ||||||||
Diluted earnings per share |
| $ | 0.98 |
|
| $ | 1.34 |
|
| $ | 3.50 |
|
| $ | 3.22 |
| ||||||||
Earnings per share – basic 1) |
| $ | 0.86 |
|
| $ | 1.28 |
| ||||||||||||||||
Earnings per share – diluted 1) |
| $ | 0.86 |
|
| $ | 1.27 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding, net of treasury shares (in millions) |
|
| 87.2 |
|
|
| 87.1 |
|
|
| 87.2 |
|
|
| 87.1 |
|
|
| 87.3 |
|
|
| 87.2 |
|
Weighted average number of shares outstanding, assuming dilution and net of treasury shares (in millions) |
|
| 87.3 |
|
|
| 87.4 |
|
|
| 87.4 |
|
|
| 87.3 |
|
|
| 87.4 |
|
|
| 87.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend per share – declared |
| $ | 0.62 |
|
| $ | 0.62 |
|
| $ | 1.86 |
|
| $ | 1.86 |
| ||||||||
Cash dividend per share – declared 2) |
| $ | 0.62 |
|
| $ | 0.62 |
| ||||||||||||||||
Cash dividend per share – paid |
| $ | 0.62 |
|
| $ | 0.62 |
|
| $ | 1.86 |
|
| $ | 1.84 |
|
| $ | 0.62 |
|
| $ | 0.62 |
|
1) | Participating share awards with the right to receive dividend equivalents are (under the |
2) | On April 2, 2020, the Company announced it canceled its declared dividend for the second quarter of 2020 (see Note 14 to the unaudited condensed consolidated financial statements). |
See Notes to the unaudited condensed consolidated financial statements.Condensed Consolidated Financial Statements.
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in millions)
|
| Three months ended |
|
| Nine months ended |
| ||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
| ||||
Net income |
| $ | 86.0 |
|
| $ | 118.0 |
|
| $ | 306.9 |
|
| $ | 274.5 |
|
Other comprehensive loss before tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cumulative translation adjustments |
|
| (71.6 | ) |
|
| (30.0 | ) |
|
| (44.7 | ) |
|
| (134.8 | ) |
Net change in cash flow hedges |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.1 |
|
Net change in unrealized components of defined benefit plans |
|
| 0.0 |
|
|
| 0.5 |
|
|
| 0.1 |
|
|
| 8.0 |
|
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 |
|
| 14.4 |
|
|
| 88.4 |
|
|
| 262.3 |
|
|
| 146.9 |
|
Less: Comprehensive income (loss) attributable to non-controlling interest |
|
| 0.1 |
|
|
| (0.6 | ) |
|
| 0.6 |
|
|
| (7.6 | ) |
Comprehensive income attributable to controlling interest |
| $ | 14.3 |
|
| $ | 89.0 |
|
| $ | 261.7 |
|
| $ | 154.5 |
|
|
| Three months ended March 31 |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Net income |
| $ | 74.9 |
|
| $ | 111.5 |
|
Other comprehensive (loss) income before tax: |
|
|
|
|
|
|
|
|
Change in cumulative translation adjustments |
|
| (101.8 | ) |
|
| 20.8 |
|
Net change in unrealized components of defined benefit plans |
|
| 0.9 |
|
|
| 0.1 |
|
Other comprehensive (loss) income, before tax |
|
| (100.9 | ) |
|
| 20.9 |
|
Tax effect allocated to other comprehensive loss |
|
| (0.3 | ) |
|
| (0.0 | ) |
Other comprehensive (loss) income, net of tax |
|
| (101.2 | ) |
|
| 20.9 |
|
Comprehensive (loss) income |
|
| (26.3 | ) |
|
| 132.4 |
|
Less: Comprehensive (loss) income attributable to non-controlling interest |
|
| (0.1 | ) |
|
| 0.4 |
|
Comprehensive (loss) income attributable to controlling interest |
| $ | (26.2 | ) |
| $ | 132.0 |
|
See Notes to the unaudited condensed consolidated financial statements.Condensed Consolidated Financial Statements.
5
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in millions)
|
| As of |
|
| As of |
| ||||||||||
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 334.4 |
|
| $ | 615.8 |
|
| $ | 907.2 |
|
| $ | 444.7 |
|
Receivables, net |
|
| 1,653.5 |
|
|
| 1,652.1 |
|
|
| 1,428.1 |
|
|
| 1,626.7 |
|
Inventories, net |
|
| 731.8 |
|
|
| 757.9 |
|
|
| 771.6 |
|
|
| 740.9 |
|
Other current assets |
|
| 185.4 |
|
|
| 244.6 |
|
|
| 200.1 |
|
|
| 189.8 |
|
Related party receivables (Note 15) |
|
| 3.7 |
|
|
| 15.0 |
| ||||||||
Total current assets |
|
| 2,908.8 |
|
|
| 3,285.4 |
|
|
| 3,307.0 |
|
|
| 3,002.1 |
|
Property, plant and equipment, net |
|
| 1,747.9 |
|
|
| 1,690.1 |
|
|
| 1,749.5 |
|
|
| 1,815.7 |
|
Investments and other non-current assets |
|
| 371.1 |
|
|
| 323.5 |
|
|
| 367.1 |
|
|
| 386.4 |
|
Operating lease right-of-use assets (Note 4) |
|
| 154.1 |
|
|
| — |
| ||||||||
Operating lease right-of-use assets |
|
| 148.5 |
|
|
| 156.8 |
| ||||||||
Goodwill |
|
| 1,383.3 |
|
|
| 1,389.9 |
|
|
| 1,382.4 |
|
|
| 1,387.9 |
|
Intangible assets, net |
|
| 24.3 |
|
|
| 32.7 |
|
|
| 19.4 |
|
|
| 22.3 |
|
Total assets |
| $ | 6,589.5 |
|
| $ | 6,721.6 |
|
| $ | 6,973.9 |
|
| $ | 6,771.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
| $ | 289.9 |
|
| $ | 620.7 |
|
| $ | 318.8 |
|
| $ | 368.1 |
|
Accounts payable |
|
| 890.4 |
|
|
| 978.3 |
|
|
| 862.5 |
|
|
| 950.6 |
|
Accrued expenses |
|
| 839.6 |
|
|
| 935.4 |
|
|
| 807.2 |
|
|
| 824.7 |
|
Operating lease liabilities - current |
|
| 35.9 |
|
|
| 37.8 |
| ||||||||
Other current liabilities |
|
| 228.3 |
|
|
| 267.4 |
|
|
| 201.8 |
|
|
| 229.0 |
|
Related party liabilities (Note 15) |
|
| 18.9 |
|
|
| 63.7 |
| ||||||||
Operating lease liabilities - current (Note 4) |
|
| 37.7 |
|
|
| — |
| ||||||||
Total current liabilities |
|
| 2,304.8 |
|
|
| 2,865.5 |
|
|
| 2,226.2 |
|
|
| 2,410.2 |
|
Long-term debt |
|
| 1,815.1 |
|
|
| 1,609.0 |
|
|
| 2,209.4 |
|
|
| 1,726.1 |
|
Pension liability |
|
| 199.9 |
|
|
| 198.2 |
|
|
| 231.8 |
|
|
| 240.2 |
|
Operating lease liabilities - non-current |
|
| 113.4 |
|
|
| 119.4 |
| ||||||||
Other non-current liabilities |
|
| 153.4 |
|
|
| 152.1 |
|
|
| 149.0 |
|
|
| 152.9 |
|
Operating lease liabilities - non-current (Note 4) |
|
| 117.0 |
|
|
| — |
| ||||||||
Total non-current liabilities |
|
| 2,285.4 |
|
|
| 1,959.3 |
|
|
| 2,703.6 |
|
|
| 2,238.6 |
|
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 |
|
| 2,182.3 |
|
|
| 2,041.8 |
|
|
| 2,304.7 |
|
|
| 2,283.5 |
|
Accumulated other comprehensive loss |
|
| (467.4 | ) |
|
| (423.2 | ) |
|
| (549.9 | ) |
|
| (448.9 | ) |
Treasury stock |
|
| (1,160.3 | ) |
|
| (1,167.0 | ) |
|
| (1,155.9 | ) |
|
| (1,157.5 | ) |
Total controlling interest |
|
| 1,986.7 |
|
|
| 1,883.7 |
| ||||||||
Total controlling interest's equity |
|
| 2,031.0 |
|
|
| 2,109.2 |
| ||||||||
Non-controlling interest |
|
| 12.6 |
|
|
| 13.1 |
|
|
| 13.1 |
|
|
| 13.2 |
|
Total equity |
|
| 1,999.3 |
|
|
| 1,896.8 |
|
|
| 2,044.1 |
|
|
| 2,122.4 |
|
Total liabilities and equity |
| $ | 6,589.5 |
|
| $ | 6,721.6 |
|
| $ | 6,973.9 |
|
| $ | 6,771.2 |
|
See Notes to the unaudited condensed consolidated financial statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in millions)
|
| Nine months ended |
|
| Three months ended March 31 |
| ||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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: |
|
|
|
|
|
|
|
| ||||||||
Net income |
| $ | 74.9 |
|
| $ | 111.5 |
| ||||||||
Adjustments (non-cash items) to reconcile net income to cash provided by operating activities: |
|
|
|
|
|
|
|
| ||||||||
Depreciation and amortization |
|
| 260.1 |
|
|
| 308.4 |
|
|
| 88.8 |
|
|
| 90.1 |
|
Separation costs |
|
| — |
|
|
| 11.5 |
| ||||||||
EC antitrust, change in legal provision |
|
| — |
|
|
| (6.8 | ) | ||||||||
Net change in: |
|
|
|
|
|
|
|
| ||||||||
Net change in operating assets and liabilities |
|
| (18.9 | ) |
|
| (37.1 | ) | ||||||||
Other, net |
|
| 2.2 |
|
|
| 19.7 |
|
|
| 11.0 |
|
|
| (4.0 | ) |
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 |
|
|
| 155.8 |
|
|
| 153.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
| (360.0 | ) |
|
| (425.2 | ) |
|
| (89.1 | ) |
|
| (108.4 | ) |
Proceeds from sale of property, plant and equipment |
|
| 1.9 |
|
|
| 3.8 |
|
|
| 0.9 |
|
|
| 0.4 |
|
Acquisitions of businesses and interest in/additional contributions to affiliates, net of cash acquired |
|
| — |
|
|
| (72.9 | ) | ||||||||
Net cash used in investing activities |
|
| (358.1 | ) |
|
| (494.3 | ) |
|
| (88.2 | ) |
|
| (108.0 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in short-term debt |
|
| (309.4 | ) |
|
| 374.9 |
| ||||||||
Issuance of long-term debt, net of discount |
|
| 243.5 |
|
|
| 582.2 |
| ||||||||
Debt issuance cost |
|
| (0.3 | ) |
|
| (2.6 | ) | ||||||||
Net decrease in short-term debt |
|
| (26.9 | ) |
|
| (173.1 | ) | ||||||||
Increase of long-term debt |
|
| 500.0 |
|
|
| — |
| ||||||||
Dividends paid |
|
| (162.7 | ) |
|
| (160.7 | ) |
|
| (54.1 | ) |
|
| (54.3 | ) |
Dividends paid to non-controlling interest |
|
| (1.1 | ) |
|
| (2.0 | ) | ||||||||
Common stock options exercised |
|
| 0.3 |
|
|
| 8.2 |
|
|
| 0.2 |
|
|
| 0.1 |
|
Capital distribution to Veoneer |
|
| — |
|
|
| (971.8 | ) | ||||||||
Net cash used in financing activities |
|
| (229.7 | ) |
|
| (171.8 | ) | ||||||||
Net cash provided by (used in) financing activities |
|
| 419.2 |
|
|
| (227.3 | ) | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
|
| (22.0 | ) |
|
| (60.9 | ) |
|
| (24.3 | ) |
|
| 2.4 |
|
Decrease in cash and cash equivalents |
|
| (281.4 | ) |
|
| (425.8 | ) | ||||||||
Increase (decrease) in cash and cash equivalents |
|
| 462.5 |
|
|
| (179.2 | ) | ||||||||
Cash and cash equivalents at beginning of period |
|
| 615.8 |
|
|
| 959.5 |
|
|
| 444.7 |
|
|
| 615.8 |
|
Cash and cash equivalents at end of period |
| $ | 334.4 |
|
| $ | 533.7 |
|
| $ | 907.2 |
|
| $ | 436.6 |
|
See Notes 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 |
|
| Common stock |
|
| Additional paid-in capital |
|
| Retained earnings |
|
| Accumulated other comprehensive loss |
|
| Treasury stock |
|
| Total controlling interest's equity |
|
| Non- controlling interest |
|
| Total equity |
| ||||||||
Balances at December 31, 2019 | $ | 102.8 |
|
| $ | 1,329.3 |
|
| $ | 2,283.5 |
|
| $ | (448.9 | ) |
| $ | (1,157.5 | ) |
| $ | 2,109.2 |
|
| $ | 13.2 |
|
| $ | 2,122.4 |
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
| 74.8 |
|
|
| — |
|
|
|
|
|
|
| 74.8 |
|
|
| 0.1 |
|
|
| 74.9 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
| — |
|
|
| (101.6 | ) |
|
|
|
|
|
| (101.6 | ) |
|
| (0.2 | ) |
|
| (101.8 | ) |
Pension liability |
|
|
|
|
|
|
|
|
| — |
|
|
| 0.6 |
|
|
|
|
|
|
| 0.6 |
|
|
| — |
|
|
| 0.6 |
|
Total Comprehensive Income |
| — |
|
|
| — |
|
| 74.8 |
|
|
| (101.0 | ) |
|
| — |
|
|
| (26.2 | ) |
|
| (0.1 | ) |
|
| (26.3 | ) | |
Stock-based compensation |
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| 1.6 |
|
|
| 1.6 |
|
|
| — |
|
|
| 1.6 |
|
Cash dividends declared 1) |
|
|
|
|
|
|
|
|
| (53.6 | ) |
|
| — |
|
|
|
|
|
|
| (53.6 | ) |
|
| — |
|
|
| (53.6 | ) |
Balances at March 31, 2020 | $ | 102.8 |
|
| $ | 1,329.3 |
|
| $ | 2,304.7 |
|
| $ | (549.9 | ) |
| $ | (1,155.9 | ) |
| $ | 2,031.0 |
|
| $ | 13.1 |
|
| $ | 2,044.1 |
|
8
1) | On April 2, 2020, the Company announced it canceled its declared dividend for the second quarter of 2020 (see Note 14 to the unaudited condensed consolidated financial statements). |
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 |
| Common stock |
|
| Additional paid-in capital |
|
| Retained earnings |
|
| Accumulated other comprehensive loss |
|
| Treasury stock |
|
| Total controlling interest's 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 |
| |||||||||||||||||||||||||||||||
Balances at December 31, 2018 | $ | 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| 126.7 |
|
|
| — |
|
|
|
|
|
|
| 126.7 |
|
|
| (4.3 | ) |
|
| 122.4 |
|
|
|
|
|
|
|
|
|
| 111.4 |
|
|
| — |
|
|
|
|
|
|
| 111.4 |
|
|
| 0.1 |
|
|
| 111.5 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 85.7 |
|
|
|
|
|
|
| 85.7 |
|
|
| 5.8 |
|
|
| 91.5 |
|
|
|
|
|
|
|
|
|
| — |
|
|
| 20.5 |
|
|
|
|
|
|
| 20.5 |
|
|
| 0.3 |
|
|
| 20.8 |
|
Net change in cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 0.4 |
|
|
|
|
|
|
| 0.4 |
|
|
| — |
|
|
| 0.4 |
| |||||||||||||||||||||||||||||||
Pension liability |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 0.6 |
|
|
|
|
|
|
| 0.6 |
|
|
| — |
|
|
| 0.6 |
|
|
|
|
|
|
|
|
|
| — |
|
|
| 0.1 |
|
|
|
|
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
Total Comprehensive Income |
| — |
|
|
| — |
|
|
| — |
|
| 126.7 |
|
| 86.7 |
|
|
| — |
|
|
| 213.4 |
|
|
| 1.5 |
|
|
| 214.9 |
|
| — |
|
|
| — |
|
| 111.4 |
|
| 20.6 |
|
|
| — |
|
|
| 132.0 |
|
|
| 0.4 |
|
|
| 132.4 |
| ||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| 8.6 |
|
|
| 8.6 |
|
|
| — |
|
|
| 8.6 |
|
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| 1.6 |
|
|
| 1.6 |
|
|
| — |
|
|
| 1.6 |
|
Cash dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
| (54.2 | ) |
|
| — |
|
|
|
|
|
|
| (54.2 | ) |
|
| — |
|
|
| (54.2 | ) |
|
|
|
|
|
|
|
|
| (54.3 | ) |
|
| — |
|
|
|
|
|
|
| (54.3 | ) |
|
| — |
|
|
| (54.3 | ) |
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 | ) |
|
|
|
|
|
|
|
|
| (2.5 | ) |
|
| — |
|
|
|
|
|
|
| (2.5 | ) |
|
| — |
|
|
| (2.5 | ) |
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 |
| |||||||||||||||||||||||||||||||
Balances at March 31, 2019 | $ | 102.8 |
|
| $ | 1,329.3 |
|
| $ | 2,096.4 |
|
| $ | (402.6 | ) |
| $ | (1,165.4 | ) |
| $ | 1,960.5 |
|
| $ | 13.5 |
|
| $ | 1,974.0 |
|
See Notes to the unaudited condensed consolidated financial statements.Condensed Consolidated Financial Statements.
98
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are presented in millions of dollars, except for per share amounts)
September 30, 2019March 31, 2020
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. The 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, 2019.2020.
The Condensed Consolidated Balance Sheet at December 31, 20182019 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 1 share of Veoneer common stock, par value $1.00 per share, for every 1 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 1 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, 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 agreement between Autoliv and 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.
Autoliv has concluded that it has 1 reportable segment, based on the way the Company currently evaluatesformerly its financial performance and manages its operations. The Company will re-evaluate the one reportablePassive Safety segment, as the operating model evolves, including management structure. The Company’s single reportable segmentwhich includes the Company’sAutoliv’s airbag and seatbelt products and components. The operating results of the operating segment are regularly reviewed by the Company’s chief operating decision maker to assess the performance of the individual operating segment and make decisions about resources to be allocated to the operating segment.
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, 2018,2019, filed with the SEC on February 21, 2019.2020.
10
2. NEW ACCOUNTING STANDARDS
Adoption of New Accounting Standards
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 periods 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 adopted ASU 2017-12 in the annual period beginning January 1, 2019. The adoption of ASU 2017-12 did not have a material impact on the consolidated financial statements since the Company had no cash flow hedges at the date of adoption.
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 adopted ASU 2016-02 in the annual period beginning January 1, 2019. The Company applied the modified retrospective transition method and 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 carry forward the historical lease classification. The adoption of the new standard resulted 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 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, 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 believes that the 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.
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 the measurement and recognition of expected credit losses for financial assets held and requires enhanced disclosures regarding significant estimates and judgments useddisclosures. The Company’s financial assets in estimating credit losses.the scope of ASU 2016-13 mainly consists of short-term trade receivables. Historically, the Company’s actual credit losses have not been material. In addition to continuing to individually assess overdue customer balances for expected credit losses, the Company has implemented a new methodology that reflects the expected credit losses on receivables considering both historical experience as well as forward looking assumptions. The method calculates the expected credit loss for a group of customers by using the customer groups’ average short-term default rates based on officially published credit ratings and the Company’s historical experience. These default rates are considered the Company’s best estimate of the customer’s ability to pay. The Company will regularly reassess the customer group’s and the applied customer group’s default rates by using its best judgement when considering changes in customer’s credit ratings, customer’s historical payments and loss experience, current market and economic conditions and the Company’s expectations of future market and economic conditions. ASU 2016-13 was adopted prospectively by the Company on January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40), Customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract, which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15. The amendments in ASU 2018-15 are effective for public business entities for annual periods beginning after December 15, 2019, and early adoptioninterim periods within those annual years. The amendments in ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU 2018-15 prospectively as of January 1, 2020 and the impact to our financial statements will depend on the nature of our future cloud computing arrangements.
9
Accounting Standards Issued But Not Yet Adopted
The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which simplify the accounting for income taxes. ASU 2019-12 is permittedeffective for public business entities for annual periods beginning after December 15, 2018.2020, and early adoption is permitted. The Company hasamendments related to changes in ownership of foreign equity method investments or foreign subsidiaries should be applied on a project team thatmodified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of itsour pending adoption of ASU 2016-132019-12 on the consolidated financial statements. The Company believes that the pending adoption of ASU 2016-13 will not have a material impact on the 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 Consolidated Statements of Income. The following table presents the financial results of Veoneer (dollars in millions).
|
| Three months ended |
|
| Nine months ended |
| ||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
| ||||
Net sales |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 1,122.9 |
|
Cost of sales |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (898.4 | ) |
Gross profit |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 224.5 |
|
Selling, general and administrative expenses |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (59.7 | ) |
Research, development and engineering expenses, net |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (224.0 | ) |
Amortization of intangibles |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10.5 | ) |
Other income (expense), net |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (53.4 | ) |
Operating loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (123.1 | ) |
Loss from equity method investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (29.9 | ) |
Interest income |
|
|
|
|
|
| — |
|
|
|
|
|
|
| 0.7 |
|
Interest expense |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.4 | ) |
Other non-operating items, net |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.5 |
|
Loss before income taxes |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (152.2 | ) |
Income tax expense |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (43.6 | ) |
Loss from discontinued operations, net of income taxes |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (195.8 | ) |
Less: Net loss attributable to non-controlling interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8.3 | ) |
Net loss from discontinued operations |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (187.5 | ) |
The Company incurred $70.9 million in separation costs related to the spin-off of Veoneer for the nine months period ended September 30, 2018 and was reported in Other income (expense), net. These costs were 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.
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 (the “Spin-Off Agreements”). For more detailed information concerning the Spin-off Agreements, see Note 3 to the Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 21, 2019. No changes have been made to any of the agreements as of September 30, 2019.
Veoneer Capital Contribution
In connection with the spin-off, Autoliv capitalized Veoneer with approximately $1 billion of cash. Net assets of $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 second half of 2018, an adjustment to the cash contribution amount of $5 million was made reducing the net assets contributed to Veoneer to $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 |
| |||||
|
| September 30, 2019 |
|
| September 30, 2018 |
| ||
Depreciation |
| $ | — |
|
| $ | 44.8 |
|
Amortization of intangible assets |
|
| — |
|
|
| 10.5 |
|
Capital expenditures |
|
| — |
|
|
| 71.1 |
|
Acquisition in affiliate, net |
|
| — |
|
|
| 71.0 |
|
M/A-COM earn-out adjustment |
|
| — |
|
|
| (14.0 | ) |
Undistributed loss from equity method investment |
|
| — |
|
|
| 29.9 |
|
4. LEASES
The 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.
Finance lease right-of-use assets are presented together with other 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 non-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 incurred.
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 a collateralized basis over a similar term to the lease payments in a similar currency.
The 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.
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 |
|
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
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 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 |
|
|
|
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 |
|
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 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. The net change in the contract assets balance, reflecting the 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 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
6.3. 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, short-term debt and other current liabilitiesfinancial assets and short-term debtliabilities approximate their fair value because of the short-term maturity of these instruments.
The Company uses derivative financial instruments “derivatives”,(“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.
The degree of judgment utilized in measuring the fair value of the instruments generally correlates to the level of pricing observability. Pricing observability is impacted by several factors, including the type of asset or liability, whether the asset or liability has an established market and the characteristics specific to the transaction. Instruments with readily active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment utilized in measuring fair value.
All the Company’s derivatives are all classified as Level 2 offinancial instruments in the fair value hierarchyhierarchy. Level 2 pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and there were no transfers betweenliabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the levels during this or comparable periods (for further information about the hierarchy levels, see the Company’s Annual Report on Form 10-K).parameters of which can be directly observed.
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 (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, 2019March 31, 2020 and December 31, 20182019 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, 2019 |
|
|
| |||||||||
|
|
|
|
|
| Fair Value Measurements |
|
|
| |||||
Description |
| Nominal volume |
|
| Derivative asset |
|
| Derivative liability |
|
| Balance sheet location | |||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange swaps, less than 6 months |
| $ | 864.2 |
| 1) | $ | 1.4 |
| 2) | $ | 7.3 |
| 3) | Other current assets/ Other current liabilities |
Total derivatives not designated as hedging instruments |
| $ | 864.2 |
|
| $ | 1.4 |
|
| $ | 7.3 |
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 |
|
|
| |||||||||
|
|
|
|
|
| Fair Value Measurements |
|
|
| |||||
Description |
| Nominal volume |
|
| Derivative asset |
|
| Derivative liability |
|
| Balance sheet location | |||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange swaps, less than 6 months |
| $ | 659.1 |
| 1) | $ | 1.9 |
| 2) | $ | 1.1 |
| 3) | Other current assets/ Other current liabilities |
Total derivatives not designated as hedging instruments |
| $ | 659.1 |
|
| $ | 1.9 |
|
| $ | 1.1 |
|
|
|
|
|
|
|
|
|
15
Derivatives designated as hedging instruments
There were 0 derivatives designated as hedging instruments as of September 30, 2019March 31, 2020 and December 31, 20182019 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, 2019March 31, 2020 and December 31, 20182019 were foreign exchange swaps.
For the three months period ended September 30,March 31, 2020 and March 31, 2019, and September 30, 2018, the gains and losses recognized in other non-operating items, net were a loss of $9.5 million and a gain of $1 million, respectively, for derivative instruments not designated as hedging instruments. For the nine months ended September 30, 2019 and September 30, 2018, the gains and losses recognized in other non-operating items, net were a loss of $6.9$8.5 million and a loss of $4.3$3.2 million, respectively, for derivative instruments not designated as hedging instruments.
10
For the three months period ended March 31, 2020 and nine month periods ended September 30,March 31, 2019, and September 30, 2018, the gains and losses recognized as interest expense were immaterial.
|
| March 31, 2020 |
|
| |||||||||
|
|
|
|
|
| Fair Value Measurements |
|
| |||||
Description |
| Nominal volume |
|
| Derivative asset (Other current assets) |
|
| Derivative liability (Other current liabilities) |
|
| |||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange swaps, less than 6 months |
| $ | 661.0 |
| 1) | $ | 3.3 |
| 2) | $ | 7.7 |
| 3) |
Total derivatives not designated as hedging instruments |
| $ | 661.0 |
|
| $ | 3.3 |
|
| $ | 7.7 |
|
|
1) | Net nominal amount after deducting for offsetting swaps under ISDA agreements is $661.0 million. |
2) | Net amount after deducting for offsetting swaps under ISDA agreements is $3.3 million. |
3) | Net amount after deducting for offsetting swaps under ISDA agreements is $7.7 million. |
|
| December 31, 2019 |
|
| |||||||||
|
|
|
|
|
| Fair Value Measurements |
|
| |||||
Description |
| Nominal volume |
|
| Derivative asset (Other current assets) |
|
| Derivative liability (Other current liabilities) |
|
| |||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange swaps, less than 6 months |
| $ | 934.2 |
| 1) | $ | 6.0 |
| 2) | $ | 1.8 |
| 3) |
Total derivatives not designated as hedging instruments |
| $ | 934.2 |
|
| $ | 6.0 |
|
| $ | 1.8 |
|
|
1) | Net nominal amount after deducting for offsetting swaps under ISDA agreements is $860.6 million. |
2) | Net amount after deducting for offsetting swaps under ISDA agreements is $5.8 million. |
3) | Net amount after deducting for offsetting swaps under ISDA agreements is $1.6 million. |
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 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.
In the table below “Bonds” relates to multiple USPP bonds and Euro denominated bonds. “Loans” relates to utilized long-term loan facilities. In June 2019, the Company issued a €100 million bond and utilized a SEK 1,200 million 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, |
| ||||||||||||||||||||
|
| 2019 |
|
| 2019 |
|
| 2018 |
|
| 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||||||||||||
|
| Carrying value1) |
|
| Fair value |
|
| Carrying value1) |
|
| Fair value |
|
| Carrying value1) |
|
| Fair value |
|
| Carrying value1) |
|
| Fair value |
| ||||||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
| $ | 1,692.1 |
|
| $ | 1,788.1 |
|
| $ | 1,609.0 |
|
| $ | 1,628.9 |
|
| $ | 1,589.0 |
|
| $ | 1,584.5 |
|
| $ | 1,597.5 |
|
| $ | 1,671.1 |
|
Loans |
|
| 122.5 |
|
|
| 122.3 |
|
|
| — |
|
|
| — |
|
|
| 620.4 |
|
|
| 617.1 |
|
|
| 128.6 |
|
|
| 128.6 |
|
Other long-term debt |
|
| 0.5 |
|
|
| 0.5 |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Total |
| $ | 1,815.1 |
|
| $ | 1,910.9 |
|
| $ | 1,609.0 |
|
| $ | 1,628.9 |
|
| $ | 2,209.4 |
|
| $ | 2,201.6 |
|
| $ | 1,726.1 |
|
| $ | 1,799.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
| $ | 172.4 |
|
| $ | 172.4 |
|
| $ | 342.6 |
|
| $ | 342.6 |
|
| $ | 125.5 |
|
| $ | 125.5 |
|
| $ | 230.7 |
|
| $ | 230.7 |
|
Short-term portion of long-term debt |
|
| 60.0 |
|
|
| 61.6 |
|
|
| 268.1 |
|
|
| 270.4 |
|
|
| 110.3 |
|
|
| 110.2 |
|
|
| 112.0 |
|
|
| 112.1 |
|
Overdrafts and other short-term debt |
|
| 57.5 |
|
|
| 57.5 |
|
|
| 10.0 |
|
|
| 10.0 |
|
|
| 83.0 |
|
|
| 83.0 |
|
|
| 25.4 |
|
|
| 25.3 |
|
Total |
| $ | 289.9 |
|
| $ | 291.5 |
|
| $ | 620.7 |
|
| $ | 623.0 |
|
| $ | 318.8 |
|
| $ | 318.7 |
|
| $ | 368.1 |
|
| $ | 368.1 |
|
1) | Debt as reported in balance sheet. |
11
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 month period ended March 31, 2020 and nine month periods ended September 30,March 31, 2019, and September 30, 2018, the Company did 0t record any material impairment charges on its long-lived assets for its continuing operations.
16
7.4. INCOME TAXES
The effective tax rate in the thirdfirst quarter of 20192020 was 36.0%32.7% compared to 31.1%27.4% in the same quarter of 2018.2019. Discrete tax items, net in the thirdfirst quarter of 20192020 had an unfavorable impact of 0.2%0.5%. In the thirdfirst quarter of 2018,2019, discrete tax items, net had an unfavorable impact of 0.2%. The effective tax rate for the first nine months of 2019 was 30.1% compared to 23.0% in the same period of 2018. Discrete tax items, net for the first nine months of 2019 had a favorable impact of 0.2%. In the same period of 2018, discrete tax items, net had a favorable impact of 5.3%0.5%.
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 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 2010.
As of September 30, 2019,March 31, 2020, 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 first ninethree months of 2019,2020, the Company recorded a net increase of $0.6$1.7 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. Of the total unrecognized tax benefits of $57.3$67.0 million recorded at September 30, 2019, $0March 31, 2020, $1.8 million is classified as current tax payable within Other current liabilities and $57.3$65.2 million is classified as non-current tax payable within Other non-current liabilities on the Condensed Consolidated Balance Sheet.
8.5. INVENTORIES
Inventories are stated at the lower of cost (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, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||
Raw materials |
| $ | 372.2 |
|
| $ | 370.9 |
|
| $ | 374.9 |
|
| $ | 366.3 |
|
Work in progress |
|
| 259.9 |
|
|
| 277.4 |
|
|
| 271.6 |
|
|
| 257.4 |
|
Finished products |
|
| 183.3 |
|
|
| 194.7 |
|
|
| 205.3 |
|
|
| 200.4 |
|
Inventories |
|
| 815.4 |
|
|
| 843.0 |
|
|
| 851.8 |
|
|
| 824.1 |
|
Inventory valuation reserve |
|
| (83.6 | ) |
|
| (85.1 | ) |
|
| (80.2 | ) |
|
| (83.2 | ) |
Total inventories, net of reserve |
| $ | 731.8 |
|
| $ | 757.9 |
|
| $ | 771.6 |
|
| $ | 740.9 |
|
9.6. 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 programs 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 periodsmonths period ended September 30, 2019March 31, 2020 of $27.7$1.7 million and $41.4 million, respectively, mainly relate to a global reduction in indirect labor pursuant to the Company’s restructuringstructural efficiency 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 Americas. For the three and nine month periodsmonths period ended September 30, 2019,March 31, 2020, cash payments of $15.2 and $21.7$4.4 million respectively, mainly relate to restructuring activitiesthe structural efficiency program initiated over the past few years in Western Europe.2019.
As of September 30, 2019,March 31, 2020, approximately $36$48 million out of the $50.8$52.1 million total reserve balance can be attributed to the indirect labor reductionstructural efficiency program. The remaining balance relates to older restructuring programs, primarily in Western Europe, which is expected to be settled in 2021.
1712
The table below summarizes the change in the balance sheet position of the employee related restructuring reserves for the continuing operations (dollars in millions). The changes in the employee-related reserves have been charged against Other income (expense), net in the Consolidated Statements of Income. Restructuring costs other than employee related costs are immaterial for all periods presented.
|
| Three months ended |
|
| Nine months ended |
|
| Three months ended March 31 |
| |||||||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| 2020 |
|
| 2019 |
| ||||||
Reserve at beginning of the period |
| $ | 40.3 |
|
| $ | 36.0 |
|
| $ | 33.4 |
|
| $ | 39.6 |
|
| $ | 56.1 |
|
| $ | 33.4 |
|
Provision - charge |
|
| 27.7 |
|
|
| 0.5 |
|
|
| 41.4 |
|
|
| 4.8 |
|
|
| 1.7 |
|
|
| 0.8 |
|
Provision - reversal |
|
| (0.2 | ) |
|
| — |
|
|
| (0.3 | ) |
|
| — |
|
|
| (0.1 | ) |
|
| (0.1 | ) |
Cash payments |
|
| (15.2 | ) |
|
| (4.0 | ) |
|
| (21.7 | ) |
|
| (10.8 | ) |
|
| (4.4 | ) |
|
| (5.1 | ) |
Translation difference |
|
| (1.8 | ) |
|
| 0.0 |
|
|
| (2.0 | ) |
|
| (1.1 | ) |
|
| (1.2 | ) |
|
| (0.5 | ) |
Reserve at end of the period |
| $ | 50.8 |
|
| $ | 32.5 |
|
| $ | 50.8 |
|
| $ | 32.5 |
|
| $ | 52.1 |
|
| $ | 28.5 |
|
10.7. PRODUCT-RELATED LIABILITIES
The Company is exposed to product liability and warranty claims in the event that the Company’s products fail to perform as represented and such failure results, or is alleged to result, in bodily injury, and/or property damage or other loss. 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 12.9. Contingent Liabilities below.
For the three months period ended March 31, 2020 and nine month periods ended September 30,March 31, 2019, and September 30, 2018, provisions and cash paid primarily relate to recall and warranty related issues. The decrease in the reserve balance as of September 30, 2019March 31, 2020 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, 2019,March 31, 2020, the indemnification liabilities are approximately $9$7 million within Accrued expenses on the Condensed Consolidated Balance Sheets. Insurance receivables are included within Other current assets and 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 |
| ||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
| ||||
Reserve at beginning of the period |
| $ | 55.9 |
|
| $ | 93.3 |
|
| $ | 62.2 |
|
| $ | 95.6 |
|
Change in reserve |
|
| 9.4 |
|
|
| 1.8 |
|
|
| 17.5 |
|
|
| 19.8 |
|
Cash payments |
|
| (10.5 | ) |
|
| (12.9 | ) |
|
| (24.8 | ) |
|
| (32.6 | ) |
Translation difference |
|
| (0.6 | ) |
|
| (0.1 | ) |
|
| (0.7 | ) |
|
| (0.7 | ) |
Reserve at end of the period |
| $ | 54.2 |
|
| $ | 82.1 |
|
| $ | 54.2 |
|
| $ | 82.1 |
|
11. RETIREMENT PLANS
The Company’s most significant defined benefit plan is the Autoliv ASP, Inc. Pension Plan for which the benefits Insurance receivables are basedincluded within Other current assets and Investments and other non-current assets on an average of the employee’s earnings in the years preceding retirement and on credited service. This plan is closed for employees hired after December 31, 2003. 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.
The Net Periodic Benefit Costs from continuing operations related to Other Post-retirement Benefits were not significant to the Condensed Consolidated Financial Statements of the Company for the three and nine months ended September 30, 2019 and September 30, 2018 and are not included in the table below.Balance Sheets.
18
|
| Three months ended March 31 |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Reserve at beginning of the period |
| $ | 72.1 |
|
| $ | 62.2 |
|
Change in reserve |
|
| 2.4 |
|
|
| 2.9 |
|
Cash payments |
|
| (20.3 | ) |
|
| (4.4 | ) |
Translation difference |
|
| (0.7 | ) |
|
| (0.2 | ) |
Reserve at end of the period |
| $ | 53.5 |
|
| $ | 60.5 |
|
8. RETIREMENT PLANS
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 March 31 |
| |||||||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| 2020 |
|
| 2019 |
| ||||||
Service cost |
| $ | 4.5 |
|
| $ | 4.9 |
|
| $ | 13.5 |
|
| $ | 14.8 |
|
| $ | 5.2 |
|
| $ | 4.5 |
|
Interest cost |
|
| 5.1 |
|
|
| 4.6 |
|
|
| 15.4 |
|
|
| 13.9 |
|
|
| 4.8 |
|
|
| 5.2 |
|
Expected return on plan assets |
|
| (3.9 | ) |
|
| (5.6 | ) |
|
| (11.6 | ) |
|
| (16.8 | ) |
|
| (4.5 | ) |
|
| (3.9 | ) |
Amortization of prior service cost |
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.3 |
|
|
| 0.2 |
|
|
| (0.4 | ) |
|
| 0.1 |
|
Amortization of actuarial loss |
|
| 0.6 |
|
|
| 0.8 |
|
|
| 1.8 |
|
|
| 2.5 |
|
|
| 1.2 |
|
|
| 0.6 |
|
Net Periodic Benefit Cost |
| $ | 6.4 |
|
| $ | 4.8 |
|
| $ | 19.4 |
|
| $ | 14.6 |
|
| $ | 6.3 |
|
| $ | 6.5 |
|
The Service cost and Amortization of prior service cost components in the table above are reported among other employee compensation costsin Operating Income 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.
The decrease in expected return on plan assets for the three and nine months ended September 30, 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.13
12.9. 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.
ANTITRUST MATTERS
Authorities in several jurisdictions 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 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:
OnIn June 7-9, 2011, representatives of the European Commission (“EC”), the European antitrust authority, visited 2 facilities of a Company subsidiary in Germany to gather information for an investigation of anti-competitive behavior among suppliers of occupant safety systems.
OnIn November 22, 2017, the EC concluded a discrete portion of its investigation, and imposedin 2018 the Company paid a fine on the Company of €8.1 million (approximately $9.7 million) with respect to this portion of the EC’s overall investigationinvestigation. while it continued the more significant portion of its investigation. The Company paid this amount during the first quarter of 2018, and had previously accrued €8.3 million (approximately $9.9 million) in 2017 with respect to this discrete portion of the investigation.
OnIn March 5, 2019, the EC completed the remaining portion of the investigation, and imposedin 2019 the Company paid a fine on the Company of €179 million (approximately $203 million). In the fourth quarter of 2018, the Company had previously accrued €184 million (approximately $210 million) with respect to the remaining portion of the investigation. The difference between the actual fine and the accrual is reported in Other income (expense), net in the Consolidated statements of net income. The final payment of the actual fine was made in June 2019.
Civil Litigation: The Company is subject to civil litigation alleging anti-competitive conduct in the U.S. and Canada. As previously reported, the Company, several of its subsidiaries, and its competitors were named as defendants in a total of 19 purported antitrust class action lawsuits filed between June 2012 and June 2015. NaN of these lawsuits were filed in the U.S. and were consolidated in 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 4 purported classes - direct purchasers, auto dealers, end-payors, and truck and equipment dealers - who purchased 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, which were granted final approval by the MDL court in 2015 and 2016. 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. 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. Several individuals and 1 insurer (and its affiliated entities) opted-out of the end-payor class 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 Company has accrued an amount that is not material to the Company’s results of operations to resolve this 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.
14
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”). The Company continues to cooperate with Toyota has informedregarding the Company that there have been 8 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 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 inflatorsroot cause of the relevant type manufactured beforeissue and potential liability and indemnification obligations of 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, 2018, the Company determined pursuant to ASC 450 that a loss with respect to this issue is reasonably possible.parties. If the Company is obligated to indemnify Toyota for any of the costs associated with the Toyota Recall, the Company expects that its insurance will generally cover such costs and liabilitiesliabilities. The Company’s insurance policies generally include coverage of the costs of a recall, although costs related to replacement parts are generally not covered.
The Company has determined pursuant to ASC 450 that a loss with respect to this issue is probable and estimatestherefore has accrued an immaterial amount related to potential costs for replacement parts. The ultimate costs to the Company of the Toyota Recall could be materially different from the amount the Company has accrued. However, the Company continues to believe that the Company’s loss, net of expected insurance recoveries, wouldwill 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:include: 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.
Intellectual Property: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 10.7. Product-Related Liabilities above summarizes the change in the balance sheet position of the product related liabilities.
13.10. STOCK INCENTIVE PLAN
Eligible employees and non-employee directors of the Company participate in the Autoliv, Inc.1997 Stock Incentive Plan, (the Plan)as amended and received Autoliv stock-based awards which include stock options (SOs), restricted stock units (RSUs) and performance 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 award that has underlying shares of both Autoliv and Veoneer common stock. For further information about the conversion, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
The Company recorded approximately $2 million and $5.6$1.7 million of stock-based compensation expense in continuing operations related to RSUs and PSs for the three and nine month periodsmonths period ended September 30, 2019, respectively.March 31, 2020. During the three and nine month periodsmonths period ended September 30, 2018,March 31, 2019, the Company recorded $2.3$1.1 million and $6.9 million, respectively, of stock-based compensation expense in continuing operations related to RSUs and PSs.
14.11. EARNINGS PER SHARE
For the three monthmonths period ended September 30,March 31, 2020 and March 31, 2019, and September 30, 2018, approximately 50116 thousand and 054 thousand shares, respectively, were excluded from the computation of the diluted EPS, since the inclusion of these awards would be antidilutive. For the nine month period ended September 30, 2019 and September 30, 2018, approximately 54 thousand and 0 thousand shares, respectively, were excluded from the computation of the diluted EPS.
During the three monthmonths period ended September 30,March 31, 2020 and March 31, 2019 and September 30, 2018 approximately 270 thousand and 9 thousand shares of common stock from the treasury stock, respectively, were utilized by the Plan. During the nine month period ended September 30, 2019 and September 30, 2018 approximately 90 thousand and 17577 thousand shares of common stock from the treasury stock, respectively, were utilized by the Plan.
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 |
| ||||||||||
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| September 30, 2019 |
|
| September 30, 2018 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
| $ | 85.4 |
|
| $ | 117.5 |
|
| $ | 305.9 |
|
| $ | 468.9 |
|
Net loss from discontinued operations |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (187.5 | ) |
Net income attributable to controlling interest |
|
| 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 |
|
| 85.4 |
|
|
| 117.5 |
|
|
| 305.9 |
|
|
| 281.4 |
|
Earnings allocated to participating share awards1) |
|
| 0.0 |
|
|
| 0.0 |
|
|
| 0.0 |
|
|
| 0.0 |
|
Net income attributable to common shareholders |
| $ | 85.4 |
|
| $ | 117.5 |
|
| $ | 305.9 |
|
| $ | 281.4 |
|
Denominator: 1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: Weighted average common stock |
|
| 87.2 |
|
|
| 87.1 |
|
|
| 87.2 |
|
|
| 87.1 |
|
Add: Weighted average stock options/share awards |
|
| 0.1 |
|
|
| 0.3 |
|
|
| 0.2 |
|
|
| 0.2 |
|
Diluted: |
|
| 87.3 |
|
|
| 87.4 |
|
|
| 87.4 |
|
|
| 87.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
| $ | 0.98 |
|
| $ | 1.35 |
|
| $ | 3.51 |
|
| $ | 5.38 |
|
Discontinued operations |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (2.15 | ) |
Basic EPS |
| $ | 0.98 |
|
| $ | 1.35 |
|
| $ | 3.51 |
|
| $ | 3.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
| $ | 0.98 |
|
| $ | 1.34 |
|
| $ | 3.50 |
|
| $ | 5.37 |
|
Discontinued operations |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (2.15 | ) |
Diluted EPS |
| $ | 0.98 |
|
| $ | 1.34 |
|
| $ | 3.50 |
|
| $ | 3.22 |
|
(In millions, except per share amounts) |
| Three months ended March 31 |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Numerator: |
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
|
|
|
|
|
|
Net income attributable to controlling interest |
| $ | 74.8 |
|
| $ | 111.4 |
|
Participating share awards with dividend equivalent rights |
|
| 0.0 |
|
|
| 0.0 |
|
Net income applicable to common shareholders |
|
| 74.8 |
|
|
| 111.4 |
|
Earnings allocated to participating share awards1) |
|
| 0.0 |
|
|
| 0.0 |
|
Net income attributable to common shareholders |
| $ | 74.8 |
|
| $ | 111.4 |
|
Denominator: 1) |
|
|
|
|
|
|
|
|
Basic: Weighted average common stock |
|
| 87.3 |
|
|
| 87.2 |
|
Add: Weighted average stock options/share awards |
|
| 0.1 |
|
|
| 0.2 |
|
Diluted: |
|
| 87.4 |
|
|
| 87.4 |
|
|
|
|
|
|
|
|
|
|
Basic EPS |
| $ | 0.86 |
|
| $ | 1.28 |
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
| $ | 0.86 |
|
| $ | 1.27 |
|
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
15
15.12. RELATED PARTY TRANSACTIONS
Throughout the periods covered by the unaudited condensed consolidated financial statements, Autoliv purchased
The Company purchases finished goods from Veoneer. RelatedFor the three months period ended March 31, 2020 and March 31, 2019, related party purchases from Veoneer amounted to approximately $17$18 million and $30$18 million, for the three month periods ended September 30, 2019 and September 30, 2018, respectively, and to approximately $54 million and $73 million for the nine month periods ended September 30, 2019 and September 30, 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 partiesparty as of March 31, 2020 and December 31, 2019 were as follows:
|
| As of |
| |||||
Related party (Dollars in millions) |
| March 31, 2020 |
|
| December 31, 2019 |
| ||
Related party receivables1) |
| $ | 1.5 |
|
| $ | 2.8 |
|
Related party payables2) |
|
| 15.1 |
|
|
| 9.7 |
|
Related party accrued expenses3) |
|
| 6.9 |
|
|
| 7.7 |
|
|
|
|
|
|
|
|
|
|
1) Included in Receivables, net in the Condensed Consolidated Balance Sheet. |
|
|
|
|
|
|
|
|
2) Included in Accounts payable in the Condensed Consolidated Balance Sheet. |
|
|
|
|
|
|
|
|
3) Included in Accrued expenses in the Condensed Consolidated Balance Sheet. |
|
|
|
|
|
|
|
|
13. REVENUE DISAGGREGATION
The Company’s disaggregated revenue for the three months period March 31, 2020 and March 31, 2019 were as follows.
|
| Three months ended March 31 |
| |||||
Net Sales by Products (Dollars in millions) |
| 2020 |
|
| 2019 |
| ||
Airbag Products and Other1) |
| $ | 1,202.2 |
|
| $ | 1,447.7 |
|
Seatbelt Products1) |
|
| 643.6 |
|
|
| 726.3 |
|
Total net sales |
| $ | 1,845.8 |
|
| $ | 2,174.0 |
|
1) Including Corporate and other sales. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended March 31 |
| |||||
Net Sales by Region (Dollars in millions) |
| 2020 |
|
| 2019 |
| ||
Americas |
|
| 672.2 |
|
|
| 743.1 |
|
Europe |
|
| 576.4 |
|
|
| 680.2 |
|
Japan |
|
| 203.0 |
|
|
| 208.1 |
|
China |
|
| 197.5 |
|
|
| 330.4 |
|
Rest of Asia |
|
| 196.7 |
|
|
| 212.2 |
|
Total net sales |
| $ | 1,845.8 |
|
| $ | 2,174.0 |
|
Contract balances
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 and is included in Other current assets on the Condensed Consolidated Balance Sheet. The contract assets are summarizedreclassified into the receivables balance when the rights to receive payments become unconditional. The net change in the below table:contract assets balance, reflecting the adjustments needed to align revenue recognition for work completed but not billed, for the three months period ended March 31, 2020 and March 31, 2019 were not material.
|
| As of |
| |||||
Related party (Dollars in millions) |
| September 30, 2019 |
|
| December 31, 2018 |
| ||
Related party receivables |
| $ | 3.7 |
|
| $ | 15.0 |
|
Related party payables |
|
| 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.
16.14. SUBSEQUENT EVENTS
There were no reportableThe following non-adjusting subsequent events subsequentarose after March 31, 2020 as part of the Company’s response to September 30, 2019.the auto industry downturn caused by the COVID-19 pandemic.
22The Company announced on April 2, 2020 that the dividend declared on February 20, 2020 (scheduled for payment on June 4, 2020) was cancelled. The accrued dividend in the March 31, 2020 balance sheet of $54 million (as other current liabilities) has been released to retained earnings on April 2, 2020. This resulted in an increase in equity of $54 million and a decrease in other current liabilities of $54 million on April 2, 2020.
The Company announced on April 2, 2020 that it had drawn down $600 million of cash on its existing credit line. This resulted in an increase in cash and cash equivalents and short-term debt of $600 million on April 2, 2020.
16
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, 20182019 filed with the United States Securities and Exchange Commission (the “SEC”) on February 21, 2019.2020. 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, AABAutoliv AB 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 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 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. 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, 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 agreement between Autoliv and 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).
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 Depositary Receipts (SDRs) are traded on Nasdaq Stockholm’s list for large market cap companies under the symbol “ALIV SDB”. Options in SDRs trade on Nasdaq Stockholm under the name “Autoliv SDB”. Options in Autoliv shares are traded on Nasdaq OMX PHLX and on NYSE Amex Options under the symbol “ALV”.
Autoliv’s fiscal year ends on December 31.
EXECUTIVE OVERVIEW
The Company achieved a strong first quarter despite the sharp decline in light vehicle production, and is satisfied with its sales outperformance, margins and especially the strong cash flow and cash conversion. The task force the Company set up to manage the situation in China was expanded to global scale and the Company acted promptly with timely cost reduction actions to offset much of the headwinds from weak LVP.
The current situation is more challenging than in the first quarter, as customer closures are now affecting most of the Company’s operations, for an unknown period of time, compared to a more limited scope in the first quarter. The Company has withdrawn its full year 2020 indication until the effects of the COVID-19 pandemic can be better assessed.
The Company has undertaken a number of actions to manage the evolving situation, including adjusting production and work week hours, reducing or suspending investments and spending that are not critical for daily operations. The Company has also accelerated cost saving initiatives, furloughed personnel, often in government supported programs, and reduced compensation for executive officers and board members.
Furthermore, the Company has intensified working capital control through strict inventory control, careful monitoring of receivables and close collaboration with our suppliers. In addition, the Company has strengthened its liquidity position as it cancelled the second quarter dividend, suspended future dividends and drawn fully on its revolving credit facility.
The Company is ensuring it has an adequate cost structure that supports its profitability targets, regardless of what level of LVP that will be the new normal, post COVID-19 pandemic.
The strategic initiatives and structural improvement projects the Company outlined at its 2019 Capital Markets Day remain key priorities, although some projects may be delayed by a few quarters.
While managing a sharp LVP decline in most regions, the Company is also preparing to restart and ramp up. The Company is coordinating with its customers and suppliers to make the necessary preparations. The health and safety of the Company’s employees remain its top priorities and the Company is upgrading protective measures and equipment as part of the Company’s preparations.
The Company has seen significant recovery in demand and production in China since restarting in mid-February and all of the Company’s plants in China are now operating at normal levels.
While preparing for the worst and hoping for the best, the Company remains focused on quality and safety.
Financial highlights in the thirdfirst quarter of 20192020
$2,028 million1,846m in net sales
1.2%13% organic sales growth (non-U.S.decline (Non-U.S. GAAP measure, see reconciliation table below)
7.6%7.3% operating margin
9.0% adjusted operating margin (non-U.S. GAAP measure, see reconciliation table below)
$0.980.86 EPS - a declinedecrease of 27%32%
$1.30 adjusted EPS - a decline of 4% (non-U.S. GAAP measure, see reconciliation table below)
2317
Key business developments in the thirdfirst quarter of 20192020
• | Organic |
• | Gross margin and adjusted operating margin (Non-U.S. GAAP measure) were on similar levels as last year despite the global LVP decline, supported by |
• | Securing a strong liquidity position by drawing down on our Revolving Credit Facility. Liquidity further supported by reducing or suspending non-critical expenses and investments and by cancelling the dividend after the quarter closed. |
COVID-19 Pandemic Related Business Update
The COVID-19 pandemic has upended the automotive industry and customer projects for 2020. Autoliv is navigating the same challenges as other companies are facing in managing and forecasting the overall impact the pandemic will have on the automotive industry this year.In this environment, on April 2, 2020, the Company withdrew its previously issued 2020 guidance until the effects of the pandemic can be better assessed.
First quarter 2020
The COVID-19 pandemic in the first quarter had a substantial impact on our operations, particularly China, where our customer’s plants were closed for several weeks in February and operated at low levels in March. In Europe, and North America, sales declined substantially in the second half of March as the pandemic led to customer plant closures. Global light vehicle production (LVP) declined by 24% in the first quarter 2020 compared to Q1 2019 according to IHS, with LVP declining by almost 50% in China, by around 20% in Europe, and by 11% in North America. Although our organic sales (Non-U.S. GAAP measure) outperformed the LVP decline by 11pp, the 24% decline in global LVP had a significant impact on our sales and profitability in Q1 2020.
Liquidity and management actions to manage the challenging months ahead
• | Cancelling the dividend scheduled for June 4, 2020 and suspending future dividends, although the Board of Directors will review such suspension on a quarterly basis. |
• |
|
• |
|
• | Reducing or suspending capital expenditures with the ambition to reduce spending as is needed and possible depending on market volumes and our customers’ launch activities. |
• | Strict inventory control, close monitoring of receivables and close collaboration with suppliers. |
• | Adjusting production and work week hours to a |
Second quarter 2020
The Company experienced continuedsituation is currently more challenging market conditionsthan it was in Q1, as customer closures are now affecting the majority of our operations, for an uncertain period of time, compared to a more limited scope in the first quarter. AlthoughWith a higher safety content per vehicle in North America and Europe, the rateregional mix will have a negative impact on sales in Q2. It is currently not possible to estimate the market in Q2 with a reasonable degree of decline in light vehicle production slowed down slightly, uncertainty remains high, marketcertainty. However, IHS outlook by IHS continues to be revised down and the Company does not seedated April 16, indicates 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 strong development in 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%Q2 global LVP decline of 45%. A decline of such magnitude, should it come true, would have a significant impact on our sales and we do not expect to be able to fully offset the lower sales with cost reduction activities while also planning for 2019, which moderatesproduction restarts. We therefore expect the Company’s outlookLVP decline in Q2 to around 1% for organic sales growthhave a more substantial impact on our profitability and cash flow than the decline in Q1.
Next step
While we continue to around 9% for adjusted operating margin.
focus on further cost reduction actions, we are planning and preparing to restart and ramp up production in close coordination with our customers and suppliers. Although the Companysituation remains fluid and visibility is not pleased with this profit level, itlimited, below is achieved in the contexta summary of LVP expectations declining by 7-8pp in just 9 months. The cost improvement actions which enabled this performance will continue relentlessly.our current view of our three most important regions.
The Company reduced its workforce by an additional 800 in the quarter, or by 1,600 compared18
China: OEMs are gradually returning to a year ago, despite growing its sales organically (non-U.S. GAAP measure) by 1.2%. The Company’s program to reduce indirect labor costs by 5% is developing as plannedprevious production levels, and the Company 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 North America is also affecting the Company’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 Great Wall Motor and the next generation passenger airbag in cooperation with Honda. The Company’s order intake share remained on a goodChina Passenger Car Association reported that retail sales were 14% above last year’s level in the quarter, supportingsecond week of April. However, the situation remains fluid, and we expect OEMs will be adjusting production according to inventory levels and demand. Additionally, production disruptions in other regions, which supply components to automakers in China, may slow down the recovery in China.
Europe: A number of European automotive plants have recently restarted or are preparing to restart production after more than a prolonged sales growth outperformance.month of coronavirus-related shutdowns. The production rate will likely be volatile, with reduced shifts to adapt to uncertain demand development and component availability.
As always, itNorth America: In the US and Canada, most OEMs plan to resume production by early May. There is significant uncertainty around the return dates for their plants in Mexico, due to the stay-at-home measures in Mexico.
We are deeply focused on the safety of utmost importanceour employees, customers and suppliers when re-starting. We have therefore developed a Smart Start Playbook that outlines processes to focusraise awareness of new health protocols and to support execution in a challenging situation. This includes recommendations based on qualityguidelines from the World Health Organization and execution to secure a strong long-term performance for the Company.lessons-learned from our recent ramp-up in China. We will provide personal protection equipment, such as masks and visors, and redesign some production environments, such as setting up protective screens.
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 “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.
19
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 |
|
| Three months ended |
| ||||||||||||||
|
| or as of September 30 |
|
| or as of September 30 |
|
| or as of March 31 |
| ||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||||
Total parent shareholders’ equity per share |
| $ | 22.78 |
|
| $ | 23.42 |
|
| $ | 22.78 |
| $ | 23.42 |
|
| $ | 23.26 |
|
| $ | 22.48 |
|
Capital employed 1) |
|
| 3,781 |
|
|
| 3,778 |
|
|
| 3,781 |
| 3,778 |
|
|
| 3,674 |
|
|
| 3,581 |
| |
Net debt 2) |
|
| 1,781 |
|
|
| 1,724 |
|
|
| 1,781 |
| 1,724 |
|
|
| 1,630 |
|
|
| 1,607 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Operating working capital 2) |
|
| 620 |
|
|
| 759 |
|
|
| 620 |
| 759 |
|
|
| 551 |
|
|
| 633 |
| |
Operating working capital relative to sales, % 10) |
|
| 7.2 |
|
|
| 8.8 |
|
|
| 7.2 |
| 8.8 |
|
|
| 6.7 |
|
|
| 7.4 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Gross margin, % 3) |
|
| 18.7 |
|
|
| 19.0 |
|
|
| 18.2 |
| 19.8 |
|
|
| 17.9 |
|
|
| 17.4 |
| |
Operating margin, % 4) |
|
| 7.6 |
|
|
| 9.5 |
|
|
| 7.8 |
| 10.3 |
|
|
| 7.3 |
|
|
| 8.0 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Return on total equity, % 5) |
|
| 17.1 |
|
|
| 23.2 |
|
|
| 20.7 |
| 20.0 |
|
|
| 14.4 |
|
|
| 23.0 |
| |
Return on capital employed, % 6) |
|
| 16.2 |
|
|
| 20.4 |
|
|
| 18.0 |
| 20.9 |
|
|
| 14.5 |
|
|
| 19.6 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Headcount at period-end 7) |
|
| 64,868 |
|
|
| 66,479 |
|
|
| 64,868 |
| 66,479 |
|
|
| 65,500 |
|
|
| 66,900 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Days receivables outstanding 8) |
|
| 75 |
|
|
| 80 |
|
|
| 72 |
| 76 |
|
|
| 71 |
|
|
| 74 |
| |
Days inventory outstanding 9) |
|
| 37 |
|
|
| 38 |
|
|
| 35 |
| 35 |
|
|
| 42 |
|
|
| 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”. |
3) | Gross profit relative to sales. |
4) | Operating income relative to sales. |
5) | Net income |
6) | Operating income and income from equity method investments, relative to average capital employed. |
7) | Employees plus temporary, hourly personnel. |
8) | Outstanding receivables relative to average daily sales. |
9) | Outstanding inventory relative to average daily sales. |
10) | Latest 12 months of net sales. For 2019 excluding EC antitrust non-cash provision. |
2520
THREE MONTHS ENDED SEPTEMBER 30, 2019MARCH 31, 2020 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 2018MARCH 31, 2019
Consolidated Sales
| Third quarter |
|
|
|
|
|
| Components of change in net sales |
| First quarter |
|
|
|
|
|
| Components of change in net sales |
| ||||||||||||||||||||
| 2019 |
|
| 2018 |
|
| Reported change |
|
| Currency effects 1) |
|
| Organic 3) |
| 2020 |
|
| 2019 |
|
| Reported change |
|
| Currency effects 1) |
|
| Organic 3) |
| ||||||||||
Airbags and other 2) | $ | 1,349.3 |
|
| $ | 1,357.4 |
|
|
| (0.6 | )% |
|
| (1.2 | )% |
|
| 0.6 | % | $ | 1,202.2 |
|
| $ | 1,447.7 |
|
|
| (17.0 | )% |
|
| (1.9 | )% |
|
| (15.1 | )% |
Seatbelts 2) |
| 678.4 |
|
|
| 675.6 |
|
|
| 0.4 | % |
|
| (1.9 | )% |
|
| 2.3 | % |
| 643.6 |
|
|
| 726.3 |
|
|
| (11.4 | )% |
|
| (2.6 | )% |
|
| (8.8 | )% |
Total | $ | 2,027.7 |
|
| $ | 2,033.0 |
|
|
| (0.3 | )% |
|
| (1.5 | )% |
|
| 1.2 | % | $ | 1,845.8 |
|
| $ | 2,174.0 |
|
|
| (15.1 | )% |
|
| (2.1 | )% |
|
| (13.0 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia | $ | 777.7 |
|
| $ | 749.1 |
|
|
| 3.8 | % |
|
| (0.4 | )% |
|
| 4.2 | % | $ | 597.2 |
|
| $ | 750.7 |
|
|
| (20.4 | )% |
|
| (1.9 | )% |
|
| (18.5 | )% |
Whereof: China |
| 381.7 |
|
|
| 351.9 |
|
|
| 8.5 | % |
|
| (2.7 | )% |
|
| 11.2 | % |
| 197.5 |
|
|
| 330.4 |
|
|
| (40.2 | )% |
|
| (3.3 | )% |
|
| (36.9 | )% |
Japan |
| 202.4 |
|
|
| 196.3 |
|
|
| 3.1 | % |
|
| 4.2 | % |
|
| (1.1 | )% |
| 203.0 |
|
|
| 208.1 |
|
|
| (2.5 | )% |
|
| 1.1 | % |
|
| (3.6 | )% |
Rest of Asia |
| 193.6 |
|
|
| 200.9 |
|
|
| (3.6 | )% |
|
| (0.7 | )% |
|
| (2.9 | )% |
| 196.7 |
|
|
| 212.2 |
|
|
| (7.3 | )% |
|
| (2.8 | )% |
|
| (4.5 | )% |
Americas |
| 713.1 |
|
|
| 684.8 |
|
|
| 4.1 | % |
|
| (0.7 | )% |
|
| 4.8 | % |
| 672.2 |
|
|
| 743.1 |
|
|
| (9.5 | )% |
|
| (1.3 | )% |
|
| (8.2 | )% |
Europe |
| 536.9 |
|
|
| 599.1 |
|
|
| (10.4 | )% |
|
| (3.7 | )% |
|
| (6.7 | )% |
| 576.4 |
|
|
| 680.2 |
|
|
| (15.3 | )% |
|
| (3.0 | )% |
|
| (12.3 | )% |
Total | $ | 2,027.7 |
|
| $ | 2,033.0 |
|
|
| (0.3 | )% |
|
| (1.5 | )% |
|
| 1.2 | % | $ | 1,845.8 |
|
| $ | 2,174.0 |
|
|
| (15.1 | )% |
|
| (2.1 | )% |
|
| (13.0 | )% |
1) | Effects from currency translations. |
2) | Including Corporate and Other sales. |
3) | Non-U.S. GAAP measure |
Sales by Product
Airbags
Airbag sales organic growth (non-U.S.decline (Non-U.S. GAAP measure, see reconciliation table above)measure) was across all main product categories except knee airbags which grew organically by 7%. The main decline drivers were inflatable curtains, steering wheels, inflators and driver airbags.
Seatbelts
Seatbelt sales organic decline (Non-U.S. GAAP measure) was mainly driven by strong performance for driverChina and knee airbags in North America, steering 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 lessersome degree in Americas,India, partly offset by declinesgrowth in EuropeJapan and India. The trend of higher sales of more advanced and higher value-added seatbelt systems continued, especially in China and Rest of Asia.North America.
Sales by Region
We grew globally
The global organic sales decline (Non-U.S. GAAP measure) of 13% was around 11pp better than the LVP decline of around 24% according to IHS. The overall sales decline was driven by 1.2% organically (non-U.S. GAAP measure, see reconciliation table above), which is 4.6pp more than light vehicle production (according to IHS). The largest contributor to overall growth was China, followed by Europe and North America. The only areas with organic growth were ASEAN and South America. Our change in sales outperformed LVP organically in all regions - by more than 12pp in China, by 8pp in Europe, by around 2pp in North America and South America. The largest organic sales decline was in Europe, followed by India, South Korea and Japan. Our organic sales growth outperformed LVP by around 17pp in China and by 4.5pp in North America while we underperformed LVP by 7.5pp in Europe and by around 8ppmore than 4pp in Japan. In South America, we grew organically around 35pp more thanby 7%, outperforming LVP by 24pp, while we outgrewoutperformed LVP organically by around 8ppalmost 14pp in Rest of Asia.
Organic growth1) |
| Americas |
|
| Europe |
|
| China |
|
| Japan |
|
| Rest of Asia |
|
| Global |
| ||||||||||||||||||||||||||||||
Q1 2020 Organic growth1) |
| Americas |
|
| Europe |
|
| China |
|
| Japan |
|
| Rest of Asia |
|
| Global |
| ||||||||||||||||||||||||||||||
Autoliv |
|
| 4.8 | % |
|
| (6.7) | % |
|
| 11.2 | % |
|
| (1.1) | % |
|
| (2.9) | % |
|
| 1.2 | % |
|
| (8.2 | )% |
|
| (12.3 | )% |
|
| (36.9 | )% |
|
| (3.6 | )% |
|
| (4.5 | )% |
|
| (13.0 | )% |
Main growth drivers |
| Honda, GM, Nissan, BMW, Tesla |
|
| VW, Renault |
|
| Honda, VW, GM |
|
| Mazda, Honda, Subaru |
|
| Mitsubishi, Renault, Nissan |
|
| Honda, VW, GM |
|
| Tesla, Subaru |
|
| PSA |
|
| BYD, GM |
|
| Honda, Suzuki, Subaru |
|
| Mitsubishi, GM, Nissan |
|
| Tesla, Subaru, Suzuki, BYD, PSA |
| ||||||||||||
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 |
|
| Inflators, Honda, FCA, Ford |
|
| Daimler, VW, Renault, Ford |
|
| VW, Great Wall, Nissan, Honda, Geely, Hyundai/Kia |
|
| Mitsubishi, Toyota, Mazda, Inflators |
|
| Hyundai/Kia, Toyota, Isuza, Mahindra |
|
| Daimler, VW, Honda, Inflators, Hyundai/Kia, Great Wall, Ford |
|
1) | Non-U.S. GAAP |
21
Light Vehicle Production Development
Change vs. same quarter last year
|
| Americas |
|
| Europe |
|
| China |
|
| Japan |
|
| Rest of Asia |
|
| Global |
|
| Americas |
|
| Europe |
|
| China |
|
| Japan |
|
| Rest of Asia |
|
| Global |
| ||||||||||||
LVP1) |
|
| (1.6 | )% |
|
| 0.8 | % |
|
| (5.6 | )% |
|
| 6.8 | % |
|
| (10.5 | )% |
|
| (3.4 | )% |
|
| (12.0 | )% |
|
| (20.5 | )% |
|
| (49.3 | )% |
|
| (7.9 | )% |
|
| (18.0 | )% |
|
| (24.4 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
1) Source: IHS October 2019. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
1) Source: IHS April 16, 2020. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Earnings
|
| Three months ended |
|
|
|
|
|
| Three months ended March 31 |
|
|
|
|
| ||||||||||
(Dollars in millions, except per share data) |
| September 30, 2019 |
|
| September 30, 2018 |
|
| Change |
|
| 2020 |
|
| 2019 |
|
| Change |
| ||||||
Net Sales |
| $ | 2,027.7 |
|
| $ | 2,033.0 |
|
|
| (0.3 | )% |
| $ | 1,845.8 |
|
| $ | 2,174.0 |
|
|
| (15.1 | )% |
Gross profit |
|
| 379.1 |
|
|
| 386.1 |
|
|
| (1.8 | )% |
|
| 331.0 |
|
|
| 378.8 |
|
|
| (12.6 | )% |
% of sales |
|
| 18.7 | % |
|
| 19.0 | % |
|
| (0.3 | )pp |
|
| 17.9 | % |
|
| 17.4 | % |
|
| 0.5 | pp |
S, G&A |
|
| (97.7 | ) |
|
| (90.0 | ) |
|
| 8.6 | % |
|
| (93.5 | ) |
|
| (101.4 | ) |
|
| (7.8 | )% |
% of sales |
|
| (4.8 | )% |
|
| (4.4 | )% |
|
| 0.4 | pp |
|
| (5.1 | )% |
|
| (4.7 | )% |
|
| 0.4 | pp |
R, D&E, net |
|
| (99.1 | ) |
|
| (101.9 | ) |
|
| (2.7 | )% |
|
| (102.6 | ) |
|
| (107.4 | ) |
|
| (4.5 | )% |
% of sales |
|
| (4.9 | )% |
|
| (5.0 | )% |
|
| (0.1 | )pp |
|
| (5.6 | )% |
|
| (4.9 | )% |
|
| 0.7 | pp |
Other income (expense), net |
|
| (25.6 | ) |
|
| 1.1 |
|
| n/a |
|
|
| 2.1 |
|
|
| 6.0 |
|
|
| (65.0 | )% | |
Operating income |
|
| 153.8 |
|
|
| 192.5 |
|
|
| (20.1 | )% |
|
| 134.3 |
|
|
| 173.2 |
|
|
| (22.5 | )% |
% of sales |
|
| 7.6 | % |
|
| 9.5 | % |
|
| (1.9 | )pp |
|
| 7.3 | % |
|
| 8.0 | % |
|
| 0.7 | pp |
Adjusted operating income1) |
|
| 182.5 |
|
|
| 193.6 |
|
|
| (5.7 | )% |
|
| 135.9 |
|
|
| 166.4 |
|
|
| (18.3 | )% |
% of sales |
|
| 9.0 | % |
|
| 9.5 | % |
|
| (0.5 | )pp |
|
| 7.4 | % |
|
| 7.7 | % |
|
| (0.3 | )pp |
Financial and non-operating items, net |
|
| (19.4 | ) |
|
| (21.2 | ) |
|
| (8.5 | )% |
|
| (23.0 | ) |
|
| (19.6 | ) |
|
| 17.3 | % |
Income before taxes |
|
| 134.4 |
|
|
| 171.3 |
|
|
| (21.5 | )% |
|
| 111.3 |
|
|
| 153.6 |
|
|
| (27.5 | )% |
Tax rate |
|
| 36.0 | % |
|
| 31.1 | % |
|
| 4.9 | pp |
|
| 32.7 | % |
|
| 27.4 | % |
|
| 5.3 | 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 | )% | ||||||||||||
Net income |
|
| 74.9 |
|
|
| 111.5 |
|
|
| (32.8 | )% | ||||||||||||
Earnings per share, diluted2) |
|
| 0.86 |
|
|
| 1.27 |
|
|
| 32.3 | % | ||||||||||||
Adjusted earnings per share, diluted1),2) |
|
| 1.30 |
|
|
| 1.35 |
|
|
| (3.7 | )% |
|
| 0.88 |
|
|
| 1.20 |
|
|
| (26.7 | )% |
1) | Non-U.S. GAAP measure, excluding costs for capacity alignment and antitrust related |
2) | Assuming dilution and net of treasury shares. Participating share awards with right to receive dividend equivalents are under the two-class method excluded from the EPS calculation. |
First quarter 2020 development
Gross profit declineddecreased by $7$48 million and the gross margin declinedincreased by 0.3pp0.5pp compared to the same quarter 2018.2019. The gross margin was adversely impacted by the decline in global light vehicle production, resulting in aimproved despite lower sales and lower utilization of our production assets from the decline in LVP, as it was positively impacted by the absence of costs related to the social unrest in Mexico in 2020, savings from indirect and direct workforce adjustments, lower raw material headwinds. This was offsetcosts and positive currency effects. Although gross margin improved, the lower sales led to some degree by organic growth (non-U.S. GAAP measure) from launches of new products, which have a lower margin contributiondecline in the early phase of the ramp-up.gross profit.
S,G&A increaseddeclined 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 closecompared 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 prior year, mainly due to accruals relatingpositive year over year effects from changes in currency exchange rates, legal fees and personnel costs.
R,D&E, net declined by $5 million compared to future reductionsthe prior year, mainly due to positive year over year effects from lower personnel costs and changes in currency exchange rates, partly offset by lower engineering income.
Other income (expense), net declined by $4 million compared to a year earlier, mainly due to that first quarter 2019 was positively impacted by $6.8 million in release of our indirect workforce.EC antitrust provision.
Operating income decreased by $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 prior year.
Income before taxes decreased by $37 million, mainlysame period in 2019, as a consequence of the lower operating income.
Effective tax rate of 36.0% was 4.9 pp higher than last year primarily due to costs accrued in the quarter related to the indirect workforce reduction program that are not fully tax deductible.
Earnings per share, diluted decreased by 36 cents where the main drivers were 31 cents from higher costs for capacity alignment and 8 cents from lower adjusted operating income.
27
NINE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2018
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 | % |
|
|
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
|
| 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 | )% |
|
|
|
|
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 and other income (expense), net being partly offset by lower costs for S,G&A and R,D&E, net.
Adjusted operating income (non-U.S.Non-U.S. GAAP measure, see reconciliation table below) decreased by around $136$30 million compared to the prior year, mainly due to the lower gross profit.profit partly offset by lower S,G&A and R,D&E, net.
Financial and non-operating items, net was $3 million higher costs than a year earlier, mainly due to losses on exchange rate fluctuations in the first quarter 2020.
Income before taxes decreased by $172$42 million compared to the prior year, mainly as a consequence ofdue to the lower operating income.
Effective taxTax rate of 30.1%32.7% was 7.1 pp5.3pp higher than in the same quarter last year primarily because the first nine months of 2018 was positively affected by the reversal of certain valuation allowances.due to unfavorable country mix.
Earnings per share, diluted, diluted decreased by 18741 cents primarily duecompared to 113a year earlier, where the main drivers were 53 cents from lower operating income 44and 5 cents from taxhigher financial and non-operating items, and 34partly offset by 16 cents from costs related to capacity alignment, anti-trust matters and the separation of our business areas.lower overall tax.
22
LIQUIDITY AND SOURCES OF CAPITAL
LIQUIDITY AND SOURCES OF CAPITALFirst quarter 2020 development
Operating working capital Cash flow items for(Non-U.S. GAAP measure, see reconciliation table below) was 6.7% of sales compared to 7.4% of sales a year earlier, mainly due to lower accounts receivable. The Company targets that operating working capital in relation to the first nine months of 2018 are presented on a consolidated basis including both Continuing and Discontinued Operations for the first six months of 2018 before the spin-off of Veoneer, except when stated otherwise.last 12-month sales should not exceed 10%.
Net cash provided byCash from operating activities amounted to $328 was $156 million compared to $301$154 million fora year earlier, as the first nine months of 2019lower net income was more than offset by positive effect from deferred income taxes and 2018, respectively. The increasefavorable impact from net changes 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.operating assets and liabilities.
Capital expenditure, net Netof $88 million was $20 million lower than a year earlier, reflecting the ambition to limit capital investments. Capital expenditure, net in relation to sales was 4.8% vs. 5.0% a year earlier.
Cash from operating activities less cash used in investing activities amounted to $358$68 million compared $494to $46 million fora year earlier. The increase of $22 million was mainly due to the first nine months of 2019 and 2018, respectively. The first nine months of 2018 included significant activity from discontinued operations. Excluding discontinued operations, investing activities in continuing operationslower capital expenditure, net.
Net debt (Non-U.S. GAAP measure, see reconciliation table below) amounted to approximately $352$1,630 million as of March 31, 2020, which was $22 million higher than a year earlier and $20 million lower compared to December 31, 2019.
Liquidity position. At March 31, 2020 our cash balance was around $0.9 billion and was around $1.5 billion after drawing fully on our Revolving Credit Facility on April 2, 2020. Debt maturing in 2020 is around $318 million, with another $275 million maturing in 2021.
Leverage ratio (Non-U.S. GAAP measure, see reconciliation table below) Autoliv’s policy is to maintain a leverage ratio 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 adjusted EBITDA (Non-U.S. GAAP measure, see calculation below). The long-term target is to maintain a leverage ratio of around 1x within a range of 0.5x to 1.5x. As of March 31, 2020, the Company had a leverage ratio of 1.7x, compared to 1.6x at March 31, 2019. The increase is due to a lower adjusted EBITDA in the current period compared to a year earlier. Compared to December 31, 2019, the leverage ratio is unchanged.
Total equity increased by $70 million compared to March 31, 2019 mainly due to $425 million in 2018.
Net cash usednet income partly offset by $217 million in financing activities amounteddividends, $120 million from changes in exchange rates and $27 million from pension liability adjustments. As the Company canceled the previously announced second quarter dividend in April 2020, $54 million has been reclassified back to $(230) million compared $(172) million for the first nine months of 2019 and 2018, respectively. During the first nine months of 2019 financing activities were primarily related to improving the Company’s debt maturity profile, replacing short-term debt with long-term as notedtotal equity in the Contractual Obligations section below. 2018 financing activities were primarily driven by the spin-off of Veoneer.April 2020
23
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 |
|
| Three months ended March 31, 2020 |
|
| Three months ended March 31, 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Reported U.S. GAAP |
|
| Adjustments1) |
|
| Non-U.S. GAAP |
|
| Reported U.S. GAAP |
|
| Adjustments1) |
|
| Non-U.S. GAAP |
|
| 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 |
|
| $ | 134.3 |
|
| $ | 1.6 |
|
| $ | 135.9 |
|
| $ | 173.2 |
|
| $ | (6.8 | ) |
| $ | 166.4 |
|
Operating margin, % |
|
| 7.6 |
|
|
| 1.4 |
|
|
| 9.0 |
|
|
| 9.5 |
|
|
| 0.0 |
|
|
| 9.5 |
|
|
| 7.3 |
|
|
| 0.1 |
|
|
| 7.4 |
|
|
| 8.0 |
|
|
| (0.3 | ) |
|
| 7.7 |
|
EPS continuing operations, diluted |
|
| 0.98 |
|
|
| 0.32 |
|
|
| 1.30 |
|
|
| 1.34 |
|
|
| 0.01 |
|
|
| 1.35 |
| ||||||||||||||||||||||||
EPS, diluted |
|
| 0.86 |
|
|
| 0.02 |
|
|
| 0.88 |
|
|
| 1.27 |
|
|
| (0.07 | ) |
|
| 1.20 |
|
1) |
|
|
| 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 |
|
|
|
Items included in Non-U.S. GAAP adjustments
(Dollars in millions, except per share data)
|
| Third quarter 2019 |
|
| Third quarter 2018 |
|
| Three months ended March 31, 2020 |
|
| Three months ended March 31, 2019 |
| ||||||||||||||||||||
|
| Millions |
|
| Per share |
|
| Millions |
|
| Per share |
|
| Millions |
|
| Per share |
|
| Millions |
|
| Per share |
| ||||||||
Capacity alignment |
| $ | 27.4 |
|
| $ | 0.31 |
|
| $ | (0.2 | ) |
| $ | (0.00 | ) |
| $ | 1.6 |
|
| $ | 0.02 |
|
| $ | (0.1 | ) |
| $ | (0.00 | ) |
Antitrust related matters |
| 0.1 |
|
|
| 0.00 |
|
| 0.2 |
|
|
| 0.00 |
|
|
| 0.0 |
|
|
| 0.00 |
|
|
| (6.7 | ) |
|
| (0.07 | ) | ||
Separation costs |
| $ | 1.2 |
|
| 0.01 |
|
|
| 1.1 |
|
| 0.01 |
| ||||||||||||||||||
Total adjustments to operating income |
| $ | 28.7 |
|
|
| 0.32 |
|
| $ | 1.1 |
|
|
| 0.01 |
|
|
| 1.6 |
|
|
| 0.02 |
|
| $ | (6.8 | ) |
|
| (0.07 | ) |
Tax on non-U.S. GAAP adjustments1) |
|
| (0.4 | ) |
|
| 0.00 |
|
|
| (0.3 | ) |
|
| (0.00 | ) |
|
| 0.0 |
|
|
| 0.00 |
|
|
| 0.0 |
|
|
| 0.00 |
|
Total adjustments to net income |
| $ | 28.3 |
|
| $ | 0.32 |
|
| $ | 0.8 |
|
| $ | 0.01 |
|
| $ | 1.6 |
|
| $ | 0.02 |
|
| $ | (6.8 | ) |
| $ | (0.07 | ) |
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 |
|
|
|
The non-GAAP adjustment for the three months ended September 30, 2019 primarily consisted of capacity alignment amounting to $27.4 million. The non-GAAP adjustment for the nine months ended September 30, 2019 primarily consisted of capacity alignment amounting to $40.5 million offset by the $6.7 million antitrust accrual adjustment as reported in the 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 U.S. GAAP financial measure to “Operating working capital”
(Dollars in millions)
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| December 31, 2018 |
| |||
Total current assets continuing operations |
| $ | 2,908.8 |
|
| $ | 3,348.1 |
|
| $ | 3,285.4 |
|
Total current liabilities continuing operations 1) |
|
| (2,304.8 | ) |
|
| (2,683.8 | ) |
|
| (2,655.5 | ) |
Working capital |
|
| 604.0 |
|
|
| 664.3 |
|
|
| 629.9 |
|
Cash and cash equivalents |
|
| (334.4 | ) |
|
| (533.7 | ) |
|
| (615.8 | ) |
Short-term debt |
|
| 289.9 |
|
|
| 573.0 |
|
|
| 620.7 |
|
Derivative (asset) and liability, current |
|
| 5.9 |
|
|
| 1.8 |
|
|
| (0.8 | ) |
Dividends payable |
|
| 54.1 |
|
|
| 54.0 |
|
|
| 54.0 |
|
Operating working capital |
| $ | 619.5 |
|
| $ | 759.4 |
|
| $ | 688.0 |
|
|
|
|
| March 31, 2020 |
|
| March 31, 2019 |
|
| December 31, 2019 |
| |||
Total current assets |
| $ | 3,307.0 |
|
| $ | 3,111.1 |
|
| $ | 3,002.1 |
|
Total current liabilities 1) |
|
| (2,226.2 | ) |
|
| (2,535.3 | ) |
|
| (2,410.2 | ) |
Working capital |
|
| 1,080.8 |
|
|
| 575.8 |
|
|
| 591.9 |
|
Cash and cash equivalents |
|
| (907.2 | ) |
|
| (436.6 | ) |
|
| (444.7 | ) |
Short-term debt |
|
| 318.8 |
|
|
| 437.6 |
|
|
| 368.1 |
|
Derivative (asset) and liability, current |
|
| 4.4 |
|
|
| 2.4 |
|
|
| (4.2 | ) |
Dividends payable 2) |
|
| 54.1 |
|
|
| 54.0 |
|
|
| 54.1 |
|
Operating working capital |
| $ | 550.9 |
|
| $ | 633.2 |
|
| $ | 565.2 |
|
Operating working capital (non-U.S. GAAP measure, see reconciliation table above) was 7.2%1) March 31, 2019 excluding the EC antitrust accrual.
2) As of sales compared to 8.8% of sales a year earlier, whereApril 2, 2020, 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 capitaldividend payable in relation to the last 12-month sales should not exceed 10%.Mar 31, 2020 has been cancelled.
Creditors and credit rating agencies use net debt adjusted for DRD in their analyses of the Company's debt and therefore we provide this non-U.S. GAAP measure. DRD are fair value adjustments to the carrying value of the underlying debt. Also included in the DRD is the unamortized fair value adjustment related to a discontinued fair value hedges, 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.
24
Reconciliation of U.S. GAAP financial measure to “Net debt”
(Dollars in millions)
|
| September 30, 2019 |
|
| September 30, 2018 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| March 31, 2019 |
|
| December 31, 2019 |
| ||||||
Short-term debt |
| $ | 289.9 |
|
| $ | 573.0 |
|
| $ | 620.7 |
|
| $ | 318.8 |
|
| $ | 437.6 |
|
| $ | 368.1 |
|
Long-term debt |
|
| 1,815.1 |
|
|
| 1,677.5 |
|
|
| 1,609.0 |
|
|
| 2,209.4 |
|
|
| 1,598.1 |
|
|
| 1,726.1 |
|
Total debt |
|
| 2,105.0 |
|
|
| 2,250.5 |
|
|
| 2,229.7 |
|
|
| 2,528.2 |
|
|
| 2,035.7 |
|
|
| 2,094.2 |
|
Cash and cash equivalents |
|
| (334.4 | ) |
|
| (533.7 | ) |
|
| (615.8 | ) |
|
| (907.2 | ) |
|
| (436.6 | ) |
|
| (444.7 | ) |
Debt issuance cost/Debt-related derivatives, net |
|
| 10.7 |
|
|
| 7.6 |
|
|
| 4.9 |
|
|
| 8.5 |
|
|
| 8.1 |
|
|
| 0.3 |
|
Net debt |
| $ | 1,781.3 |
|
| $ | 1,724.4 |
|
| $ | 1,618.8 |
|
| $ | 1,629.5 |
|
| $ | 1,607.2 |
|
| $ | 1,649.8 |
|
Net debt (non-U.S. GAAP measure, see reconciliation table above) amounted to $1,781 million as of September 30, 2019, which was close to unchanged compared to 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, 2019 |
|
| September 30, 2018 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| March 31, 2019 |
|
| December 31, 2019 |
| ||||||
Net debt1) |
| $ | 1,781.3 |
|
| $ | 1,724.4 |
|
| $ | 1,618.8 |
|
| $ | 1,629.5 |
|
| $ | 1,607.2 |
|
| $ | 1,649.8 |
|
Pension liabilities |
|
| 199.9 |
|
|
| 204.3 |
|
|
| 198.2 |
|
|
| 231.8 |
|
|
| 200.4 |
|
|
| 240.2 |
|
Debt per the Policy |
|
| 1,981.2 |
|
|
| 1,928.7 |
|
|
| 1,817.0 |
|
|
| 1,861.3 |
|
|
| 1,807.6 |
|
|
| 1,890.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income2) |
|
| 216.1 |
|
|
| 218.9 |
|
|
| 183.7 |
|
|
| 426.2 |
|
|
| 172.8 |
|
|
| 462.8 |
|
Less: Net loss from discontinued operations2) |
|
| (2.0 | ) |
|
| 448.8 |
|
|
| 193.8 |
| ||||||||||||
Less; Net loss from discontinued operations2) |
|
| – |
|
|
| 157.1 |
|
|
| – |
| ||||||||||||
Net income continuing operations2) |
|
| 214.1 |
|
|
| 667.7 |
|
|
| 377.5 |
|
|
| 426.2 |
|
|
| 329.9 |
|
|
| 462.8 |
|
Income taxes 2) |
|
| 226.8 |
|
|
| 183.4 |
|
|
| 234.9 |
|
|
| 179.9 |
|
|
| 207.2 |
|
|
| 185.6 |
|
Interest expense, net2,3) |
|
| 67.0 |
|
|
| 54.8 |
|
|
| 59.2 |
|
|
| 64.1 |
|
|
| 64.3 |
|
|
| 65.9 |
|
Depreciation and amortization of intangibles2) |
|
| 348.8 |
|
|
| 332.6 |
|
|
| 342.0 |
|
|
| 349.3 |
|
|
| 350.1 |
|
|
| 350.6 |
|
Antitrust related matters, capacity alignment and separation costs2) |
|
| 254.5 |
|
|
| 6.7 |
|
|
| 216.5 |
| ||||||||||||
Antitrust related matters, capacity alignment and separation costs2, 4) |
|
| 57.0 |
|
|
| 205.7 |
|
|
| 48.6 |
| ||||||||||||
EBITDA per the Policy |
| $ | 1,111.2 |
|
| $ | 1,245.2 |
|
| $ | 1,230.1 |
|
| $ | 1,076.5 |
|
| $ | 1,157.2 |
|
| $ | 1,113.5 |
|
Leverage ratio |
|
| 1.8 |
|
|
| 1.5 |
|
|
| 1.5 |
|
|
| 1.7 |
|
|
| 1.6 |
|
|
| 1.7 |
|
1) | Net debt (non-U.S. GAAP measure) is short- and long-term debt and debt-related derivatives, less cash and cash equivalents. |
2) | Latest 12-months. |
3) | Interest expense, net is interest expense including cost for extinguishment of debt, if any, less interest income. |
4) March 31, 2019 only including antitrust related matters. Headcount September 30, 2019 June 30, 2019 September 30, 2018 March 31, 2020 March 31, 2019 December 31, 2019 Headcount 64,900 65,700 66,500 65,500 66,900 65,200 Whereof: Direct workers in manufacturing 71 % 71 % 71 % 71 % 71 % 71 % Best cost countries 80 % 80 % 80 % 81 % 80 % 81 % Temporary personnel 9 % 10 % 14 % 8 % 12 % 10 % Compared to Outlook 2020 No full year 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. 25 CONTRACTUAL OBLIGATIONS AND COMMITMENTS OTHER RECENT EVENTS Key launches in the Below are some of the key models which were launched in the Toyota Yaris: Side airbags, Head/Inflatable Curtain airbags and Seatbelts. Suzuki Hustler: Audi A3: Steering Wheel, Driver/Passenger airbags, Front Center Airbag and Seatbelts. Genesis GV80: Driver/Passenger airbags, Knee Airbag, Side airbags, Lynk & Co 05: Steering Wheel, Tesla Model Y: Driver/Passenger airbags, Knee Airbag, Side airbags, Head/Inflatable Curtain airbags and Seatbelts. Genesis G80: Steering Wheel, Cadillac CT4: Steering Wheel, Driver/Passenger airbags, Side airbags, Head/Inflatable Curtain airbags and Seatbelts. Polestar 2: Other Items • On • On • On • On April 2, 2020, Autoliv announced withdrawal of its 2020 guidance until COVID-19 pandemic effects can be better assessed, the draw down of the remaining $600 million from its revolving credit facility and the cancellation of its dividend. • The Company set May 7, 2020 as the date for its 2020 annual meeting of stockholders. The meeting will be a virtual meeting. Only the stockholders of record at the close of business on March 11, 2020 will be entitled to be present and vote at the meeting. Next Report Autoliv intends to publish the quarterly earnings report for the ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of 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 (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. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 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 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 We face risks related to the novel coronavirus (COVID-19) pandemic that could adversely affect our business and financial performance The COVID-19 pandemic has created significant volatility in the global economy and led to significant reduced economic activity and employment and has disrupted, and may continue to disrupt, the global automotive industry and customer sales, production volumes and purchases of light vehicles by end-consumers. The spread of COVID-19 has created a disruption in the manufacturing, delivery and overall supply chain of automobile manufacturers and suppliers. Global light vehicle production has decreased significantly and some vehicle manufacturers have completely shutdown manufacturing operations in some countries and regions, including the United States and Europe. As a result, we have modified our production schedules and have experienced, and may continue to experience, delays in the production and distribution of our products and the loss of sales to our customers. When production resumes by us and our customers, production volumes may be volatile and we will likely need to modify our production environment to ensure the health and safety of our workers. If we are unsuccessful in managing the re-start of our production, our results of operations may be materially impacted. Additionally, If the global economic effects caused by the pandemic continue or increase, overall customer demand may continue to decrease, which could have a material and adverse effect on our business, results of operation, and financial condition. In addition, if a significant portion of our workforce or our customers’ workforce are affected by COVID-19 either directly or due to government closures or otherwise, associated work stoppages or facility closures would halt or delay production. The full extent of the effect of the pandemic on us, our customers, our supply chain and our business cannot be assessed at this time although we expect our full year 2020 results of operations to be adversely affected. We may continue to experience the effects of the pandemic even after it has waned, and our business, results of operations and financial condition could continue to be affected. In addition to the risks specifically described above, the impact of COVID-19 is likely to implicate and exacerbate other risks disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Stock repurchase program During the quarter ended ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS Exhibit No. Description 3.1 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.11* 4.12* 29 Exhibit No. Description 31.1* 31.2* 32.1* 32.2* 101.INS* Inline XBRL Instance Document – The instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the inline XBRL 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 inline XBRL document). * Filed herewith. + Management contract or compensatory plan. 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: AUTOLIV, INC. (Registrant) By: /s/ (Duly Authorized Officer and Principal Financial Officer) Leverage ratio (non-U.S. GAAP measure, see calculation in table above). Autoliv’s policy is to maintain a leverage ratio 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, 2019, the Company had a leverage ratio of 1.8x, compared to 1.8x at June 30, 2019 and 1.5x at September 30, 2018.Total equity decreased in the quarter by $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 $103 million in the nine months period, mainly due to $307 million from net income, partly offset by $45 million from currency translation effects, and $163 million from dividends.June 30,December 31, 2019, total headcount (permanent employees and temporary personnel) decreasedincreased by approximately 800.300. The decreaseincrease in the quarter wasis driven by a reductionan increase in direct workforce while the indirect workforce is unchanged. Our operations in China are currently operating at normal levels while OEM plant closures in other regions, notably Europe and North America, were initiated mid-March and those effects are not reflected in our headcount as of both directMarch 31, 2020. Our initial responses to manage the demand declines in Europe and indirect workforce.Americas involve mainly furloughing employees and shorter work weeks which impacts wage and salary costs but not the overall headcount. Compared to a year ago, total headcount decreased by approximately 1,600,1,400, with close to 80%70% 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 (non-U.S. GAAP measure) driven by new vehicle program launches.Outlook 2019The 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 the assumption that global light vehicle production declines by 6-7% in2019 compared to full year 2018.Financial measureFull year indicationNet sales growthAround (2)%Organic sales growthAround 1%Adjusted operating margin 1)Around 9%R,D&E, net % of salesAround 2018 levelTax rate 2)Around 28%Operating cash flow excl. EC antitrust payment2)$700-800 millionCapital expenditures, net % of salesAround 2018 levelLeverage ratio at year endAround 1.7x range1)Excluding costs for capacity alignments, anti-trust related matters and separation of our business segments. 2) Excluding unusual items.32The forward-looking non-U.S. GAAP financial measures above are2020 indications will be provided on a non-U.S. GAAP basis. The Company has not provided a U.S. GAAP reconciliationuntil effects of these measures because items that impact these measures, such as costs related to capacity alignments and antitrust matters cannotCOVID-19 pandemic can be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and the Company is unable to determine the probable significance of the unavailable information.New Lease StandardThe Company adopted ASU 2016-02 - Leases, effective January 1, 2019. The adoption of the new lease standard had a material impact on the Company’s balance sheet. For further information see Note 2, New Accounting Standards and Note 4, Leases, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.better assessed.Except as set forth below, as of September 30, 2019, theThe 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, 20182019 filed with the SEC on February 21, 2019.On June 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 100 million under its Euro Medium Term Note Programme, commenced as of April 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 the three-month Euro Interbank Offered Rate (EURIBOR) plus 0.50% per annum.2020.ThirdFirst Quarter of 20192020thirdfirst quarter of 2019.2020.Subaru Legacy:Land Rover Defender: Driver and/or Steering Wheel, Driver/Passenger airbags, Side airbags, Head/Inflatable Curtain airbags and Seatbelts.BMW 1-Series:SeatbeltsHead/Inflatable Curtain airbags and Front Center Airbag.Peugeot 208:Driver and/or Driver/Passenger airbags, Side airbags, Head/Inflatable Curtain airbags and Seatbelts.Chevrolet Trailblazer:Driver and/or Driver/Passenger airbags, Knee Airbag, Side airbags, Head/Inflatable Curtain airbags and Front Center Airbag.Cadillac CT5: Steering Wheel, Driver and/or Driver/Passenger airbags, Knee Airbag, Side airbags and Head/Inflatable Curtain airbags, Seatbelts.Ford Puma: Steering Wheel, Driver 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.September 5, 2019,January 31, 2020, Autoliv announced the signingfirst unique crash test with a concept airbag for e-scooters. Initial results indicate the e-scooter airbag reduces injuries to an e-scooter rider's head and chest. This is the next step in a focused and continued effort to provide safety solutions within the area 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.micromobility.September 23, 2019,February 18, 2020, Autoliv announced that its interim CFO, Christian Hanke, notified the Companyit released a series of his intentrecommendations 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.improve road safety in India. The Company expects that Mr. Hanke will remainrecommendations were developed in cooperation 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.Indian government, local authorities and stakeholders.September 27, 2019, S&PFebruary 25, 2020, Autoliv announced it joined Together for Safer Roads (TSR), a coalition of leading private sector companies dedicated to preventing traffic crashes, injuries and deaths on roadways around the world. Specifically, Autoliv will be an integral member of the coalition's Global Ratings announced its downgrade of Autoliv Inc., from A-Leadership Council for Fleet Safety, a TSR program that uses peer-to-peer knowledge-sharing to BBB+ with outlook negative.help smaller fleet operators create safety cultures and reduce risk.DividendOn August 19, 2019, the Company declared a quarterly dividend to shareholders of 62 cents per share for the fourth quarter of 2019, with the following payment schedule:Ex-date (common stock)November 19, 2019Ex-date (SDRs)•November 19, 2019On February 28, 2020, Autoliv announced that Dan Garceau had notified the company that he is resigning as President of Autoliv Americas to pursue another position outside the company. Mr. Garceau has been the President of Autoliv Americas since September 2014. His resignation will be effective no later than August 10, 2020. The company initiated a search for Mr. Garceau's replacement who will be announced at a later date.Record DateNovember 20, 2019Payment Date•December 5, 2019On March 19, 2020, Autoliv announced measures to mitigate the effects of the COVID-19 pandemic and that it drew down $500 million from its revolving credit facility.fourthsecond quarter of 20192020 on Tuesday, January 28,Friday, July 17, 2020.3426September 30, 2019,March 31, 2020, 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, 2018,2019, filed with the SEC on February 21, 2019.2020. 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.3527AsExcept for below,as of September 30, 2019,March 31, 2020, 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, 20182019 filed with the SEC on February 21, 2020.September 30, 2019,March 31, 2020, 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.362810.1+4.10*10.2*+10.1+10.3*+10.2+10.4*+10.3+10.5*+10.4+*10.6*10.5+*37Exhibit No.Description3830October 25, 2019April 24, 2020Christian HankeFredrik WestinChristian HankeFredrik WestinInterim Chief Financial Officer3931