FORM 10-K
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Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2018
Commission File No.: 001-38471
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Veoneer, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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82-3720890
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Klarabergsviadukten 70, Section C6
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Box 13089, SE-103 02
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Stockholm, Sweden
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+46 8 527 762 00
(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
Common Stock, par value $1.00 per share
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Name of each exchange on which registered:
New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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Document
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Where Incorporated
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Proxy Statement*
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Part III (Items 10, 11, 12, 13 and 14)
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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transaction exposure, which arises because the cost of a product originates in one currency and the product is sold in another currency;
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•
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revaluation effects, which arise from valuation of assets denominated in other currencies than the reporting currency of each unit;
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•
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translation exposure in the income statement, which arises when the income statements of non-U.S. subsidiaries are translated into U.S. dollars;
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•
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translation exposure in the balance sheet, which arises when the balance sheets of non-U.S. subsidiaries are translated into U.S. dollars; and
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•
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changes in the reported U.S. dollar amounts of cash flows.
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•
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although we do not have a stockholder rights plan, our certificate of incorporation allows us to authorize the issuance of undesignated preferred stock in connection with a stockholder rights plan or otherwise, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
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•
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we have a classified board of directors, and any director may be removed only for cause and only by the affirmative vote of at least 75% of the voting power of all the then-outstanding shares of voting stock;
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•
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our board of directors is expressly authorized to make, alter or repeal our bylaws and our stockholders may only amend our bylaws by the affirmative vote of at least 80% of the voting power of all the then-outstanding shares of voting stock;
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•
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our certificate of incorporation and bylaws permits only our board of directors to call special meetings of stockholders;
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•
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our certificate of incorporation and bylaws do not permit stockholder action by written consent; and
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•
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our bylaws establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
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•
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a shift in our investor base;
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•
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our quarterly or annual earnings, or those of comparable companies;
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•
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actual or anticipated fluctuations in our operating results;
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•
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our ability to obtain financing as needed;
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•
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changes in laws and regulations affecting our business;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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announcements by us or our competitors of significant investments, acquisitions or dispositions;
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•
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the failure of securities analysts to cover our common stock;
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•
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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•
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the operating performance and stock price of comparable companies;
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•
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overall market fluctuations;
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•
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a decline in the automotive market; and
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•
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general economic conditions and other external factors.
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Country/ Company
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Location of
Facility
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Reporting
Segment(s)
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Items Produced at
Facility
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Owned/
Leased
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Canada
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Veoneer Canada Inc.
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Markham
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Electronics
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Airbag electronics, radar sensors
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Leased
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China
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Veoneer (China) Co., Ltd.
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Shanghai
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Electronics
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Airbag electronics, radar sensors
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Owned
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Veoneer Nissin Brake Systems (Zhongshan) Co., Ltd
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Zhongshan
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Brake Systems
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Brake control systems
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Owned
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France
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Veoneer France SAS
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Saint-Etienne du Rouvray
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Electronics
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Airbag electronics, ADAS ECUs
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Owned
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Japan
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Veoneer Nissin Brake Systems Japan Co., Ltd.
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Ueda
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Brake Systems
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Brake control systems
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Leased
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Shimo-Muroga
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Brake Systems
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Brake control systems
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Leased
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Saku City
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Brake Systems
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Brake control systems
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Leased
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Sweden
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Veoneer Sweden AB
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Vårgårda
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Electronics
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Airbag electronics, vision cameras and radar
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Owned
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USA
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|
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Veoneer US, Inc.
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Goleta, CA
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Electronics
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Night vision
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Leased
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Veoneer Nissin Brake Systems America, LLC
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Findlay, OH
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Brake Systems
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Brake control systems
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Leased
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Country / Company
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Location
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Reporting
Segment(s)
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Product(s) Supported
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Australia
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Veoneer Australia Pty. Ltd.
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Brooklyn
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Brake Systems
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Brake control systems
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China
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Veoneer China Co., Ltd.
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Shanghai
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Electronics
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Customer applications and platform development with full-scale test laboratory
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France
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|
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Veoneer France SAS
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Cergy-Pontoise
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Electronics
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Customer applications and platform development with full-scale test laboratory
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Germany
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Veoneer Germany GmbH
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Dachau
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Electronics
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Customer applications and platform development with full-scale test laboratory
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Niederwern
|
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Electronics
|
|
Customer applications and platform development
|
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Holzgerlingen
|
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Electronics
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Customer applications and platform development
|
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Bergkirchen
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Electronics
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Customer applications and platform development
|
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Kitzingen
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Electronics
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Customer application test facility
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India
|
|
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Veoneer India Private Limited
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Bangalore
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Electronics
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Customer applications and platform development
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Japan
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|
|
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Veoneer Japan Ltd.
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Hiroshima
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Electronics
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Customer applications and platform development
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Yokohama (Facility 1)
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Electronics
|
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Customer applications and platform development
|
|
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Yokohama (Facility 2)
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Electronics
|
|
Customer applications and platform development
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Veoneer Nissin Brake Systems Japan Co., Ltd.
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Tochigi
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Brake Systems
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Brake control systems
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Romania
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Veoneer Romania S.R.L.
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Timisoara
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Electronics
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Customer applications and platform development
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Iasi
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Electronics
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Customer applications and platform development
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South Korea
|
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Veoneer Korea Ltd.
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Hwaseong-shi
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Electronics
|
|
Customer applications
|
Sweden
|
|
|
|
|
|
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Veoneer Sweden AB
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Vårgårda
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Electronics
|
|
Research center
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Linköping
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Electronics
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|
Electronics platform development
|
|
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Gothenburg
|
|
Electronics
|
|
Customer applications and platform development
|
|
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Stockholm
|
|
Electronics
|
|
Customer applications and platform development
|
|
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Skellefteå
|
|
Electronics
|
|
Customer applications and platform development
|
USA
|
|
|
|
|
|
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Veoneer US, Inc.
|
|
Southfield, MI
|
|
Electronics
|
|
Brake control systems, electronics customer application and platform development
|
|
|
Lowell, MA
|
|
Electronics
|
|
Electronics platform development
|
|
|
Goleta, CA
|
|
Electronics
|
|
Night vision development
|
Veoneer Nissin Brake Systems America, LLC
|
|
Southfield, MI
|
|
Electronics
|
|
Brake control systems customer application and platform development
|
|
|
East Liberty, OH
|
|
Brake Systems
|
|
Brake control systems customer application and platform development.
|
|
2 July 2018
|
28 September 2018
|
31 December 2018
|
Veoneer, Inc.
|
$100.00
|
$129.12
|
$55.26
|
S&P 500
|
$100.00
|
$106.87
|
$91.94
|
Dow Jones U.S. Auto & Parts Index
|
$100.00
|
$92.24
|
$71.67
|
|
|
As of and for the Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
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|
|
|
|
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||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
|
$
|
2,228
|
|
|
$
|
2,322
|
|
|
$
|
2,218
|
|
|
$
|
1,589
|
|
|
$
|
1,489
|
|
Operating Income / (loss)
1
|
|
$
|
(197
|
)
|
|
$
|
(283
|
)
|
|
$
|
(25
|
)
|
|
$
|
(8
|
)
|
|
$
|
30
|
|
Net Income / (loss)
|
|
$
|
(294
|
)
|
|
$
|
(344
|
)
|
|
$
|
(60
|
)
|
|
$
|
(30
|
)
|
|
$
|
21
|
|
Net Income / (loss) attributable to controlling interest
|
|
$
|
(276
|
)
|
|
$
|
(217
|
)
|
|
$
|
(53
|
)
|
|
$
|
(30
|
)
|
|
$
|
21
|
|
Capital Expenditures
|
|
$
|
(188
|
)
|
|
$
|
(110
|
)
|
|
$
|
(103
|
)
|
|
$
|
(53
|
)
|
|
$
|
(64
|
)
|
Depreciation and Amortization
|
|
$
|
(111
|
)
|
|
$
|
(119
|
)
|
|
$
|
(106
|
)
|
|
$
|
(53
|
)
|
|
$
|
(45
|
)
|
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
2,632
|
|
|
$
|
1,663
|
|
|
$
|
1,739
|
|
|
$
|
1,059
|
|
|
$
|
758
|
|
Total Debt
2
|
|
$
|
(14
|
)
|
|
$
|
(62
|
)
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Executive Overview
|
•
|
Trends, Uncertainties and Opportunities
|
•
|
Market Overview
|
•
|
Non-U.S. GAAP Financial Measures
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Contractual Obligations and Commitments
|
•
|
Significant Accounting Policies and Critical Accounting Estimates
|
Millions
(except where specified, as of January 17, 2019)
|
Light Vehicle Production by Region - 2018
|
||||||||||||
China
|
|
Japan
|
|
Rest of Asia
|
|
Americas
|
|
Europe
|
|
Other
|
|
Total
|
|
Full Year 2018
|
25.7
|
|
9.1
|
|
13.1
|
|
19.1
|
|
21.9
|
|
2.5
|
|
91.3
|
Change vs. 2017
|
(3.5)%
|
|
0.3%
|
|
3.4%
|
|
—%
|
|
(1.3)%
|
|
(2.2)%
|
|
(0.9)%
|
Millions
(except where specified, as of January 17, 2019)
|
Light Vehicle Production by Region - 2017
|
||||||||||||
China
|
|
Japan
|
|
Rest of Asia
|
|
Americas
|
|
Europe
|
|
Other
|
|
Total
|
|
Full Year 2017
|
26.6
|
|
9.0
|
|
12.6
|
|
19.1
|
|
22.2
|
|
2.6
|
|
92.2
|
Change vs. 2016
|
2.3%
|
|
5.6%
|
|
1.1%
|
|
(1.4)%
|
|
3.3%
|
|
13.7%
|
|
2.2%
|
Electronics Segment
|
Year Ended December 31
|
|
Components of Change vs. Prior Year
|
||||||||||||||||||||||||||||||
Dollars in millions,
(except where specified)
|
2018
|
|
2017
|
|
U.S. GAAP Reported
|
|
Currency
|
|
Organic
1
|
||||||||||||||||||||||||
$
|
|
%
|
|
$
|
|
%
|
|
Chg. $
|
|
Chg. %
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||||
Net Sales
|
$
|
1,799
|
|
|
|
|
|
$
|
1,850
|
|
|
|
|
|
$
|
(51
|
)
|
|
(3
|
)%
|
|
$
|
17
|
|
|
1
|
%
|
|
(68
|
)
|
|
(4
|
)%
|
Operating Loss / Margin
|
$
|
(116
|
)
|
|
(6.4
|
)%
|
|
$
|
(14
|
)
|
|
(0.7
|
)%
|
|
$
|
(102
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
EBITDA
1
/ %
|
$
|
(43
|
)
|
|
(2.4
|
)%
|
|
$
|
67
|
|
|
3.6
|
%
|
|
$
|
(110
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Associates
|
7,105
|
|
|
|
|
|
5,898
|
|
|
|
|
1,207
|
|
|
|
|
|
|
|
|
|
|
|
Brake Systems Segment
|
Year Ended December 31, 2018
|
|
Components of Change vs. Prior Year
|
|||||||||||||||||||||||||||||||
Dollars in millions,
(except where specified)
|
2018
|
|
2017
|
|
U.S. GAAP Reported
|
|
Currency
|
|
Organic
1
|
|||||||||||||||||||||||||
$
|
|
%
|
|
$
|
|
%
|
|
Chg. $
|
|
Chg. %
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||||||
Net Sales
|
$
|
428
|
|
|
|
|
$
|
476
|
|
|
|
|
$
|
(48
|
)
|
|
(10
|
)%
|
|
$
|
7
|
|
|
1
|
%
|
|
$
|
(55
|
)
|
|
(11
|
)%
|
||
Operating Loss / Margin
|
$
|
(30
|
)
|
|
(7.1
|
)%
|
|
$
|
(247
|
)
|
|
(51.9
|
)%
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
EBITDA
1
/ %
|
$
|
7
|
|
|
1.7
|
%
|
|
$
|
(210
|
)
|
|
(44.2
|
)%
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Associates
|
1,452
|
|
|
|
|
1,586
|
|
|
|
|
(134
|
)
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other
|
Year Ended December 31
|
|||||||||||||||||||
Dollars in millions,
(except where specified)
|
2018
|
|
2017
|
|
U.S. GAAP Reported
|
|||||||||||||||
$
|
|
%
|
$
|
|
%
|
|
Chg. $
|
|
Chg.%
|
|||||||||||
Net Sales
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
%
|
||
Operating Loss / Margin
|
$
|
(51
|
)
|
|
—
|
%
|
|
$
|
(22
|
)
|
|
—
|
%
|
|
$
|
(29
|
)
|
|
|
|
Segment EBITDA
1
/ Margin
|
$
|
(51
|
)
|
|
—
|
%
|
|
$
|
(21
|
)
|
|
—
|
%
|
|
$
|
(29
|
)
|
|
|
|
Associates
|
$
|
43
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
43
|
|
|
|
Consolidated Net Sales
|
Year Ended December 31
|
|
Components of Change vs. Prior Year
|
|||||||||||||||||||||||||
Dollars in millions,
(except where specified)
|
2018
|
|
2017
|
|
U.S. GAAP Reported
|
|
Currency
|
|
Organic
1
|
|||||||||||||||||||
$
|
|
$
|
|
Chg. $
|
|
Chg. %
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||||
Restraint Control Systems
|
$
|
974
|
|
|
$
|
1,073
|
|
|
$
|
(99
|
)
|
|
(9
|
)%
|
|
$
|
21
|
|
|
2
|
%
|
|
$
|
(120
|
)
|
|
(11
|
)%
|
Active Safety
|
$
|
825
|
|
|
$
|
777
|
|
|
$
|
48
|
|
|
6
|
%
|
|
$
|
(4
|
)
|
|
(1
|
)%
|
|
$
|
52
|
|
|
7
|
%
|
Brake Systems
|
$
|
428
|
|
|
$
|
473
|
|
|
$
|
(45
|
)
|
|
(9
|
)%
|
|
$
|
7
|
|
|
1
|
%
|
|
$
|
(51
|
)
|
|
(11
|
)%
|
Total
|
$
|
2,228
|
|
|
$
|
2,322
|
|
|
$
|
(95
|
)
|
|
(4
|
)%
|
|
$
|
24
|
|
|
1
|
%
|
|
$
|
(119
|
)
|
|
(5
|
)%
|
Income Statement
|
Year Ended December 31
|
||||||||||||||||
Dollars in millions,
(except per share data)
|
2018
3
|
|
2017
3
|
|
|
||||||||||||
$
|
|
%
|
|
$
|
|
%
|
|
Change
|
|||||||||
Net sales
|
$
|
2,228
|
|
|
|
|
$
|
2,322
|
|
|
|
|
$
|
(95
|
)
|
||
Cost of sales
|
(1,798
|
)
|
|
(80.7
|
)%
|
|
(1,857
|
)
|
|
(79.9
|
)%
|
|
59
|
|
|||
Gross profit
|
$
|
430
|
|
|
19.3
|
%
|
|
$
|
466
|
|
|
20.1
|
%
|
|
$
|
(36
|
)
|
Selling, general & administrative expenses
|
(156
|
)
|
|
(7.0
|
)%
|
|
(110
|
)
|
|
(4.7
|
)%
|
|
(46
|
)
|
|||
Research, development & engineering expenses, net
|
(466
|
)
|
|
(20.9
|
)%
|
|
(375
|
)
|
|
(16.2
|
)%
|
|
(91
|
)
|
|||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
(10.1
|
)%
|
|
234
|
|
|||
Amortization of intangibles
|
(23
|
)
|
|
(1.0
|
)%
|
|
(37
|
)
|
|
(1.6
|
)%
|
|
14
|
|
|||
Other income
|
18
|
|
|
0.8
|
%
|
|
8
|
|
|
0.3
|
%
|
|
10
|
|
|||
Operating loss
|
$
|
(197
|
)
|
|
(8.8
|
)%
|
|
$
|
(283
|
)
|
|
(12.2
|
)%
|
|
$
|
86
|
|
Loss from equity method investments
|
(63
|
)
|
|
(2.8
|
)%
|
|
(31
|
)
|
|
(1.3
|
)%
|
|
(32
|
)
|
|||
Interest income
|
7
|
|
|
0.3
|
%
|
|
1
|
|
|
—
|
%
|
|
6
|
|
|||
Interest (expense)
|
(1
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(1
|
)
|
|||
Other non-operating items, net
|
—
|
|
|
—
|
%
|
|
(1
|
)
|
|
—
|
%
|
|
1
|
|
|||
Loss before income taxes
|
$
|
(253
|
)
|
|
(11.4
|
)%
|
|
$
|
(314
|
)
|
|
(13.5
|
)%
|
|
$
|
61
|
|
Income tax expense
|
(42
|
)
|
|
(1.9
|
)%
|
|
(30
|
)
|
|
(1.3
|
)%
|
|
(12
|
)
|
|||
Net loss
1
|
$
|
(294
|
)
|
|
(13.2
|
)%
|
|
$
|
(344
|
)
|
|
(14.8
|
)%
|
|
$
|
50
|
|
Less: Net loss attributable to non-controlling interest
|
(19
|
)
|
|
(0.9
|
)%
|
|
(127
|
)
|
|
(5.5
|
)%
|
|
108
|
|
|||
Net loss attributable to controlling interest
|
$
|
(276
|
)
|
|
(12.4
|
)%
|
|
$
|
(217
|
)
|
|
(9.3
|
)%
|
|
$
|
(59
|
)
|
Net loss per share – basic
2
|
$
|
(3.17
|
)
|
|
|
|
$
|
(2.49
|
)
|
|
|
|
$
|
(0.68
|
)
|
||
Weighted average number of shares outstanding in millions
2
|
87.16
|
|
|
|
|
87.13
|
|
|
|
|
0.03
|
2
|
Basic number of shares used to compute net loss per share. Participating share awards with right to receive dividend equivalents are (under the two class method) excluded from EPS calculation.
|
3
|
2017 and first half of 2018 are according to Carve-out reporting from Autoliv Spin-Off of Veoneer.
|
Dollars in millions
|
Year Ended December 31
|
||||||
Net Loss to EBITDA
|
2018
|
|
2017
|
||||
Net Loss
|
$
|
(294
|
)
|
|
$
|
(344
|
)
|
Depreciation and amortization
|
111
|
|
|
119
|
|
||
Loss from equity method investment
|
63
|
|
|
31
|
|
||
Interest and other non-operating items, net
|
(7
|
)
|
|
1
|
|
||
Income tax
|
42
|
|
|
30
|
|
||
EBITDA
|
$
|
(87
|
)
|
|
$
|
(164
|
)
|
Dollars in millions
|
Year Ended December 31
|
||||||
Segment EBITDA to EBITDA
|
2018
|
|
2017
|
||||
Electronics
|
$
|
(43
|
)
|
|
$
|
67
|
|
Brake Systems
|
7
|
|
|
(210
|
)
|
||
Segment EBITDA
|
(36
|
)
|
|
(143
|
)
|
||
Corporate and other
|
(51
|
)
|
|
(21
|
)
|
||
EBITDA
|
$
|
(87
|
)
|
|
$
|
(164
|
)
|
Dollars in millions
|
Year Ended December 31
|
||||||
Working Capital to Net Working Capital
|
2018
|
|
2017
|
||||
Total current assets
|
$
|
1,543
|
|
|
$
|
649
|
|
Total current liabilities
|
636
|
|
|
590
|
|
||
Working capital
|
$
|
907
|
|
|
$
|
59
|
|
Cash and cash equivalents
|
(864
|
)
|
|
—
|
|
||
Net working capital
|
$
|
42
|
|
|
$
|
59
|
|
Electronics Segment
|
Year Ended December 31
|
|
Components of Change vs. Prior Year
|
|||||||||||||||||||||||||||||||||||||
Dollars in millions,
(except where specified)
|
2017
|
|
2016
|
|
U.S. GAAP
Reported
|
|
Currency
|
|
Acquisitions / Divestitures
|
|
Organic
1
|
|||||||||||||||||||||||||||||
$
|
|
%
|
|
$
|
|
%
|
|
Chg. $
|
|
Chg.%
|
|
$
|
|
%
|
|
$
|
%
|
|
$
|
|
%
|
|||||||||||||||||||
Net Sales
|
$
|
1,850
|
|
|
|
|
|
$
|
1,837
|
|
|
|
|
|
$
|
14
|
|
|
1
|
%
|
|
$
|
4
|
|
|
—
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
11
|
|
|
1
|
%
|
Operating Loss / Margin
|
$
|
(14
|
)
|
|
(0.7
|
)%
|
|
$
|
11
|
|
|
0.6
|
%
|
|
$
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBITDA
1
/%
|
$
|
67
|
|
|
3.6
|
%
|
|
$
|
81
|
|
|
4.4
|
%
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Associates
|
5,898
|
|
|
|
|
|
5,045
|
|
|
|
|
853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brake Systems Segment
|
Year Ended December 31
|
|
Components of Change vs. Prior Year
|
||||||||||||||||||||||||||||||||||||||
Dollars in millions,
(except where specified)
|
2017
|
|
2016
|
|
U.S. GAAP
Reported
|
|
Currency
|
|
Acquisitions / Divestitures
|
|
Organic
1
|
||||||||||||||||||||||||||||||
$
|
|
%
|
|
$
|
|
%
|
|
Chg. $
|
|
Chg.%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||||||||
Net Sales
|
$
|
476
|
|
|
|
|
|
$
|
391
|
|
|
|
|
|
$
|
85
|
|
|
22
|
%
|
|
$
|
(7
|
)
|
|
(2
|
)%
|
|
$
|
121
|
|
|
31
|
%
|
|
$
|
(29
|
)
|
|
(7
|
)%
|
Operating Loss / Margin
|
$
|
(247
|
)
|
|
(51.9
|
)%
|
|
$
|
(12
|
)
|
|
(3.1
|
)%
|
|
$
|
(235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBITDA
1
/%
|
$
|
(210
|
)
|
|
(44.2
|
)%
|
|
$
|
24
|
|
|
6.0
|
%
|
|
$
|
(234
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Associates
|
1,586
|
|
|
|
|
|
1,733
|
|
|
|
|
(147
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other
|
Year Ended December 31
|
|||||||||||||||||||
Dollars in millions,
(except where specified) |
2017
|
|
2016
|
|
U.S. GAAP Reported
|
|||||||||||||||
$
|
|
%
|
$
|
|
%
|
|
Chg. $
|
|
Chg.%
|
|||||||||||
Net Sales
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
%
|
||
Operating Loss / Margin
|
$
|
(22
|
)
|
|
—
|
%
|
|
$
|
(24
|
)
|
|
—
|
%
|
|
$
|
2
|
|
|
|
|
Segment EBITDA
1
/ Margin
|
$
|
(21
|
)
|
|
—
|
%
|
|
$
|
(24
|
)
|
|
—
|
%
|
|
$
|
2
|
|
|
|
|
Associates
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
Consolidated Net Sales
|
Year Ended December 31
|
|
Components of Change vs. Prior Year
|
||||||||||||||||||||||||||||||||
Dollars in millions,
(except where specified)
|
2017
|
|
2016
|
|
U.S. GAAP
Reported
|
|
Currency
|
|
Acquisitions/Divestitures
|
|
Organic
1
|
||||||||||||||||||||||||
$
|
|
$
|
|
Chg. $
|
|
Chg. %
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||||||
Restraint Control Systems
|
$
|
1,073
|
|
|
$
|
1,097
|
|
|
$
|
(24
|
)
|
|
(2
|
)%
|
|
$
|
3
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(27
|
)
|
|
(3
|
)%
|
Active Safety
|
$
|
777
|
|
|
$
|
739
|
|
|
$
|
38
|
|
|
5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
38
|
|
|
5
|
%
|
Brake Systems
|
$
|
473
|
|
|
$
|
383
|
|
|
$
|
90
|
|
|
23
|
%
|
|
$
|
(7
|
)
|
|
(2
|
)%
|
|
$
|
121
|
|
|
31
|
%
|
|
$
|
(24
|
)
|
|
(6
|
)%
|
Total
|
$
|
2,322
|
|
|
$
|
2,218
|
|
|
$
|
104
|
|
|
5
|
%
|
|
$
|
(3
|
)
|
|
—
|
%
|
|
$
|
121
|
|
|
5
|
%
|
|
$
|
(13
|
)
|
|
(1
|
)%
|
Income Statement
|
Year Ended December 31
|
||||||||||||||||
Dollars in thousands,
(except per share data)
|
2017
3
|
|
2016
3
|
|
|
||||||||||||
$
|
|
%
|
|
$
|
|
%
|
|
Change
|
|||||||||
Net sales
|
$
|
2,322
|
|
|
|
|
$
|
2,218
|
|
|
|
|
$
|
104
|
|
||
Cost of sales
|
(1,857
|
)
|
|
(80.0
|
)%
|
|
(1,795
|
)
|
|
(80.9
|
)%
|
|
(62
|
)
|
|||
Gross profit
|
$
|
466
|
|
|
20.0
|
%
|
|
$
|
423
|
|
|
19.1
|
%
|
|
$
|
43
|
|
Selling, general & administrative expenses
|
(110
|
)
|
|
(4.7
|
)%
|
|
(110
|
)
|
|
(5.0
|
)%
|
|
—
|
|
|||
Research, development & engineering expenses, net
|
(375
|
)
|
|
(16.1
|
)%
|
|
(300
|
)
|
|
(13.5
|
)%
|
|
(75
|
)
|
|||
Goodwill impairment charges
|
(234
|
)
|
|
(10.1
|
)%
|
|
—
|
|
|
—
|
%
|
|
(234
|
)
|
|||
Amortization of intangibles
|
(37
|
)
|
|
(1.6
|
)%
|
|
(35
|
)
|
|
(1.6
|
)%
|
|
(2
|
)
|
|||
Other income
|
8
|
|
|
0.3
|
%
|
|
(4
|
)
|
|
(0.2
|
)%
|
|
12
|
|
|||
Operating loss
|
$
|
(283
|
)
|
|
(12.2
|
)%
|
|
$
|
(25
|
)
|
|
(1.1
|
)%
|
|
$
|
(258
|
)
|
Loss from equity method investments
|
(31
|
)
|
|
(1.3
|
)%
|
|
—
|
|
|
—
|
%
|
|
(31
|
)
|
|||
Interest income
|
1
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|||
Interest (expense)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Other non-operating items, net
|
(1
|
)
|
|
—
|
%
|
|
3
|
|
|
—
|
%
|
|
(4
|
)
|
|||
Loss before income taxes
|
$
|
(314
|
)
|
|
(13.5
|
)%
|
|
$
|
(22
|
)
|
|
(1.0
|
)%
|
|
$
|
(292
|
)
|
Income tax expense
|
(30
|
)
|
|
(1.4
|
)%
|
|
(38
|
)
|
|
(1.7
|
)%
|
|
8
|
|
|||
Net loss
1
|
$
|
(344
|
)
|
|
(14.8
|
)%
|
|
$
|
(60
|
)
|
|
(2.7
|
)%
|
|
$
|
(284
|
)
|
Less: Net loss attributable to non-controlling interest
|
(127
|
)
|
|
(5.5
|
)%
|
|
(7
|
)
|
|
(0.3
|
)%
|
|
(120
|
)
|
|||
Net loss attributable to controlling interest
|
$
|
(217
|
)
|
|
(9.0
|
)%
|
|
$
|
(53
|
)
|
|
(2.4
|
)%
|
|
$
|
(164
|
)
|
Net loss per share – basic
2
|
$
|
(2.49
|
)
|
|
|
|
$
|
(0.61
|
)
|
|
|
|
$
|
(1.88
|
)
|
||
Weighted average number of shares outstanding in millions
2
|
87.13
|
|
|
|
87.13
|
|
|
|
0.00
|
1
|
Inc
luding Corporate and other sales.
|
2
|
Basic number of shares used to compute net loss per share. Participating share awards with right to receive dividend equivalents are (under the two-class method) excluded from EPS calculation.
|
3
|
2016 and 2017 are according to Carve-out reporting from Autoliv Spin-Off of Veoneer.
|
Dollars in millions
|
Year Ended December 31
|
||||||
Net Loss to EBITDA
|
2017
|
|
2016
|
||||
Net Loss
|
$
|
(344
|
)
|
|
$
|
(60
|
)
|
Depreciation and amortization
|
119
|
|
|
105
|
|
||
Loss from equity method investment
|
31
|
|
|
—
|
|
||
Interest and other non-operating items, net
|
1
|
|
|
(3
|
)
|
||
Income tax
|
30
|
|
|
38
|
|
||
EBITDA
|
$
|
(164
|
)
|
|
$
|
80
|
|
Dollars in millions
|
Year Ended December 31
|
||||||
Working Capital to Net Working Capital
|
2017
|
|
2016
|
||||
Total current assets
|
$
|
649
|
|
|
$
|
649
|
|
Total current liabilities
|
590
|
|
|
576
|
|
||
Working capital
|
$
|
59
|
|
|
$
|
73
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
||
Net working capital
|
$
|
59
|
|
|
$
|
73
|
|
|
Year Ended December 31
|
||||||||||
Dollars in millions
|
2018
|
|
2017
|
|
2016
|
||||||
Selected cash flow items
|
$
|
|
$
|
|
$
|
||||||
Net working capital
1
|
$
|
42
|
|
|
$
|
59
|
|
|
$
|
73
|
|
Net cash provided by operating activities
|
$
|
(179
|
)
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
Capital expenditures
|
$
|
(188
|
)
|
|
$
|
(110
|
)
|
|
$
|
(103
|
)
|
Equity method investment
|
$
|
(71
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Cash Used in investing activities
|
$
|
(185
|
)
|
|
$
|
(230
|
)
|
|
$
|
(335
|
)
|
Net Cash Provided by financing activities
|
$
|
1,226
|
|
|
$
|
232
|
|
|
$
|
343
|
|
|
|
|
|
Year Ended December 31
|
|||||||
Associates
|
|
2018
|
|
2017
|
|
2016
|
|||||
Total Associates
|
|
8,600
|
|
|
7,484
|
|
|
6,778
|
|
||
Whereof:
|
|
Direct Manufacturing
|
|
2,083
|
|
|
2,232
|
|
|
2,279
|
|
|
|
R,D&E
|
|
4,676
|
|
|
3,576
|
|
|
2,775
|
|
|
|
Temporary
|
|
1,329
|
|
|
1,151
|
|
|
1,046
|
|
Aggregate Contractual Obligations
1
|
|
Payments due by Period
|
||||||||||||||||||
(DOLLARS IN MILLIONS)
|
|
Total
|
|
Less
than 1
year
|
|
1-3
years
|
|
3-5
years
|
|
More
than 5
years
|
||||||||||
Related party long-term debt
|
|
13
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
88
|
|
|
17
|
|
|
24
|
|
|
12
|
|
|
34
|
|
|||||
Build-to-suit lease obligations
|
|
51
|
|
|
3
|
|
|
6
|
|
|
6
|
|
|
35
|
|
|||||
Pension contribution requirements
|
|
36
|
|
|
3
|
|
|
5
|
|
|
6
|
|
|
22
|
|
|||||
Capital lease obligations
|
|
15
|
|
|
1
|
|
|
12
|
|
|
1
|
|
|
1
|
|
|||||
Other non-current liabilities reflected on the balance sheet
|
|
9
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|||||
Unconditional purchase obligations
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
222
|
|
|
$
|
37
|
|
|
$
|
61
|
|
|
$
|
25
|
|
|
$
|
96
|
|
|
|
Audited Consolidated Financial Statements of Veoneer, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audited Consolidated Financial Statements of Zenuity AB
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
Note 3
|
|
$
|
2,228
|
|
|
$
|
2,322
|
|
|
$
|
2,218
|
|
Cost of sales
|
|
|
|
(1,798
|
)
|
|
(1,857
|
)
|
|
(1,795
|
)
|
|||
Gross profit
|
|
|
|
430
|
|
|
466
|
|
|
423
|
|
|||
Selling, general and administrative expenses
|
|
|
|
(156
|
)
|
|
(110
|
)
|
|
(110
|
)
|
|||
Research, development and engineering expenses, net
|
|
|
|
(466
|
)
|
|
(375
|
)
|
|
(300
|
)
|
|||
Goodwill, impairment charge
|
|
Note 11
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|||
Amortization of intangibles
|
|
Note 11
|
|
(23
|
)
|
|
(37
|
)
|
|
(35
|
)
|
|||
Other income (expense), net
|
|
|
|
18
|
|
|
8
|
|
|
(4
|
)
|
|||
Operating loss
|
|
|
|
(197
|
)
|
|
(283
|
)
|
|
(25
|
)
|
|||
Loss from equity method investment
|
|
Note 9
|
|
(63
|
)
|
|
(31
|
)
|
|
—
|
|
|||
Interest income
|
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Other non-operating items, net
|
|
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
|||
Loss before income taxes
|
|
|
|
(253
|
)
|
|
(314
|
)
|
|
(22
|
)
|
|||
Income tax expense
|
|
Note 6
|
|
(42
|
)
|
|
(30
|
)
|
|
(38
|
)
|
|||
Net loss
|
|
|
|
(294
|
)
|
|
(344
|
)
|
|
(60
|
)
|
|||
Less: Net loss attributable to non-controlling interest
|
|
|
|
(19
|
)
|
|
(127
|
)
|
|
(7
|
)
|
|||
Net loss attributable to controlling interest
|
|
|
|
$
|
(276
|
)
|
|
$
|
(217
|
)
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Net loss per share - basic
|
|
Note 17
|
|
$
|
(3.17
|
)
|
|
$
|
(2.49
|
)
|
|
$
|
(0.61
|
)
|
Net loss per share - diluted
|
|
|
|
$
|
(3.17
|
)
|
|
$
|
(2.49
|
)
|
|
$
|
(0.61
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding,
(in millions)
|
|
Note 17
|
|
87.16
|
|
|
87.13
|
|
|
87.13
|
|
|||
Weighted average number of shares outstanding,
assuming dilution (in millions)
|
|
|
|
87.16
|
|
|
87.13
|
|
|
87.13
|
|
|
|
Year Ended December31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(294
|
)
|
|
$
|
(344
|
)
|
|
$
|
(60
|
)
|
Other comprehensive (loss) income, before tax:
|
|
|
|
|
|
|
||||||
Change in cumulative translation adjustment
|
|
(9
|
)
|
|
30
|
|
|
(17
|
)
|
|||
Net change in cash flow hedges
|
|
1
|
|
|
(9
|
)
|
|
8
|
|
|||
Pension liability
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Other comprehensive (loss) income, before tax
|
|
(12
|
)
|
|
21
|
|
|
(13
|
)
|
|||
Income /(expense) for taxes
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
|
(10
|
)
|
|
21
|
|
|
(14
|
)
|
|||
Comprehensive loss
|
|
(304
|
)
|
|
(323
|
)
|
|
(74
|
)
|
|||
Less: Comprehensive loss attributable to non-controlling interest
|
|
(19
|
)
|
|
(127
|
)
|
|
(7
|
)
|
|||
Comprehensive loss attributable to controlling interest
|
|
$
|
(285
|
)
|
|
$
|
(196
|
)
|
|
$
|
(67
|
)
|
|
|
|
|
As of December 31
|
||||||
|
|
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
$
|
864
|
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
5
|
|
|
—
|
|
||
Receivables, net
|
|
Note 7
|
|
376
|
|
|
448
|
|
||
Inventories, net
|
|
Note 8
|
|
172
|
|
|
154
|
|
||
Related party receivable
|
|
Note 19
|
|
64
|
|
|
13
|
|
||
Prepaid expenses and other contract assets
|
|
|
|
39
|
|
|
34
|
|
||
Other current assets
|
|
|
|
22
|
|
|
—
|
|
||
Total current assets
|
|
|
|
1,543
|
|
|
649
|
|
||
Property, plant and equipment, net
|
|
Note 10
|
|
499
|
|
|
362
|
|
||
Equity method investment
|
|
Note 9
|
|
101
|
|
|
98
|
|
||
Goodwill
|
|
Note 11
|
|
291
|
|
|
292
|
|
||
Intangible assets, net
|
|
Note 11
|
|
102
|
|
|
122
|
|
||
Deferred tax assets
|
|
Note 6
|
|
11
|
|
|
30
|
|
||
Related party notes receivable
|
|
Note 19
|
|
1
|
|
|
76
|
|
||
Investments
|
|
|
|
8
|
|
|
—
|
|
||
Other non-current assets
|
|
|
|
77
|
|
|
34
|
|
||
Total assets
|
|
|
|
$
|
2,632
|
|
|
$
|
1,663
|
|
Liabilities and equity
|
|
|
|
|
|
|
||||
Accounts payable
|
|
|
|
$
|
369
|
|
|
$
|
320
|
|
Related party payables
|
|
Note 19
|
|
16
|
|
|
8
|
|
||
Accrued expenses
|
|
Note 12
|
|
193
|
|
|
195
|
|
||
Income tax payable
|
|
Note 6
|
|
9
|
|
|
41
|
|
||
Other current liabilities
|
|
|
|
47
|
|
|
26
|
|
||
Related party short-term debt
|
|
Note 19
|
|
1
|
|
|
0
|
|
||
Total current liabilities
|
|
|
|
636
|
|
|
590
|
|
||
Related party long-term debt
|
|
Note 19
|
|
13
|
|
|
62
|
|
||
Pension liability
|
|
Note 14
|
|
20
|
|
|
14
|
|
||
Deferred tax liabilities
|
|
Note 6
|
|
13
|
|
|
17
|
|
||
Other non-current liabilities
|
|
|
|
25
|
|
|
22
|
|
||
Total non-current liabilities
|
|
|
|
70
|
|
|
115
|
|
||
Commitments and contingencies
|
|
Note 16
|
|
|
|
|
||||
Equity
|
|
|
|
|
|
|
||||
Common stock (par value $1.00, 325 million shares authorized, 87 million shares issued and outstanding at December 31, 2018 and December 31, 2017)
|
|
|
|
87
|
|
|
—
|
|
||
Additional paid-in capital
|
|
|
|
1,938
|
|
|
—
|
|
||
Accumulated deficit
|
|
|
|
(181
|
)
|
|
—
|
|
||
Net Former Parent investment
|
|
|
|
—
|
|
|
844
|
|
||
Accumulated other comprehensive loss
|
|
|
|
(19
|
)
|
|
(8
|
)
|
||
Total Equity
|
|
|
|
1,826
|
|
|
836
|
|
||
Non-controlling interest
|
|
|
|
101
|
|
|
122
|
|
||
Total Equity and non-controlling interests
|
|
|
|
1,927
|
|
|
957
|
|
||
Total liabilities, Equity and non-controlling interests
|
|
|
|
$
|
2,632
|
|
|
$
|
1,663
|
|
|
|
Years Ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(294
|
)
|
|
$
|
(344
|
)
|
|
$
|
(60
|
)
|
Adjustments to reconcile net loss to net cash (used in) / provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
111
|
|
|
119
|
|
|
106
|
|
|||
Undistributed loss from equity method investments
|
|
63
|
|
|
31
|
|
|
—
|
|
|||
Stock-based compensation
|
|
5
|
|
|
2
|
|
|
3
|
|
|||
Contingent consideration write-down
|
|
(14
|
)
|
|
(13
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
15
|
|
|
(11
|
)
|
|
(11
|
)
|
|||
Goodwill, impairment charge
|
|
—
|
|
|
234
|
|
|
—
|
|
|||
Other, net
|
|
(29
|
)
|
|
(29
|
)
|
|
(12
|
)
|
|||
Change in operating assets and liabilities
|
|
|
|
|
|
|
||||||
Receivables, gross
|
|
58
|
|
|
12
|
|
|
(153
|
)
|
|||
Accounts payable
|
|
10
|
|
|
(11
|
)
|
|
68
|
|
|||
Related party receivable and payables, net
|
|
(46
|
)
|
|
—
|
|
|
5
|
|
|||
Income taxes
|
|
(40
|
)
|
|
10
|
|
|
20
|
|
|||
Inventories, gross
|
|
(22
|
)
|
|
19
|
|
|
(8
|
)
|
|||
Accrued expenses
|
|
4
|
|
|
(9
|
)
|
|
64
|
|
|||
Prepaid expenses and contract assets
|
|
(6
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|||
Other current assets and liabilities, net
|
|
6
|
|
|
(9
|
)
|
|
(11
|
)
|
|||
Net cash used in operating activities
|
|
(179
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Net decrease / (increase) in related party notes receivable
|
|
76
|
|
|
(2
|
)
|
|
(8
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
4
|
|
|
7
|
|
|
2
|
|
|||
Capital expenditures
|
|
(188
|
)
|
|
(110
|
)
|
|
(103
|
)
|
|||
Equity method investment
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Short-term investments
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of intangible assets
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of businesses and interest in affiliates, net of cash acquired
|
|
—
|
|
|
(125
|
)
|
|
(226
|
)
|
|||
Net cash used in investing activities
|
|
(185
|
)
|
|
(230
|
)
|
|
(335
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Cash provided at separation by Former Parent
|
|
980
|
|
|
—
|
|
|
—
|
|
|||
Net transfers from Former Parent
|
|
294
|
|
|
184
|
|
|
327
|
|
|||
Net increase / (decrease) in related party short-term debt
|
|
1
|
|
|
(4
|
)
|
|
4
|
|
|||
(Decrease)/ increase in related party long-term debt
|
|
(49
|
)
|
|
51
|
|
|
12
|
|
|||
Net cash provided by financing activities
|
|
1,226
|
|
|
232
|
|
|
343
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Increase in cash and cash equivalents
|
|
864
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
864
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
39
|
|
|
$
|
30
|
|
|
$
|
19
|
|
|
Common Stock
|
|
Additional Paid In Capital
|
|
Net Former Parent
Investment
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive Loss
|
|
Non-controlling
Interests
|
|
Total
|
||||||||||||||
2016
|
|||||||||||||||||||||||||||
Balance at January 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
606
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
591
|
|
Comprehensive Loss:
|
|||||||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(60
|
)
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(7
|
)
|
|
(25
|
)
|
|||||||
Pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Total Comprehensive Loss
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
(81
|
)
|
|||||||
Investment in subsidiary by non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|
252
|
|
|||||||
Net transfers from Former Parent
|
|
|
|
|
324
|
|
|
|
|
|
|
|
4
|
|
|
327
|
|
||||||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
877
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
242
|
|
|
$
|
1,089
|
|
2017
|
|||||||||||||||||||||||||||
Comprehensive Income (Loss):
|
|||||||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
(344
|
)
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
7
|
|
|
37
|
|
|||||||
Total Comprehensive income (Loss)
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
|
21
|
|
|
(120
|
)
|
|
(316
|
)
|
|||||||
Net transfers from Former Parent
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|||||||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
844
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
122
|
|
|
$
|
957
|
|
2018
|
|||||||||||||||||||||||||||
Adoption of ASC 606
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Comprehensive Income (Loss):
|
|||||||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
(181
|
)
|
|
—
|
|
|
(19
|
)
|
|
(294
|
)
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||||||
Pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|||||||
Reclassification of Former Parent's net investment and issuance of ordinary shares in connection with separation
|
87
|
|
|
1,935
|
|
|
(2,003
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
Stock based compensation expense
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Total Comprehensive Income (Loss)
|
87
|
|
|
1,938
|
|
|
(2,098
|
)
|
|
(181
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|
(283
|
)
|
|||||||
Net transfers from Former Parent
|
—
|
|
|
—
|
|
|
1,253
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1,252
|
|
|||||||
Balance at December 31, 2018
|
$
|
87
|
|
|
$
|
1,938
|
|
|
$
|
—
|
|
|
$
|
(181
|
)
|
|
$
|
(19
|
)
|
|
$
|
101
|
|
|
$
|
1,927
|
|
Balance Sheet
(Dollars in millions)
|
Balance at
December 31,
2017
|
|
Adjustments due
to ASU 2014-09
|
|
Balance at
January 1,
2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Inventories, net
|
$
|
154
|
|
|
$
|
(5
|
)
|
|
$
|
149
|
|
Prepaid expenses and contract assets
|
34
|
|
|
7
|
|
|
41
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Net Former Parent investment
|
$
|
844
|
|
|
$
|
1
|
|
|
$
|
845
|
|
|
Year Ended December 31, 2018
|
||||||||||
Income Statement
(Dollars in millions)
|
As Reported
|
|
Balances without
adoption of
ASC 606
|
|
Effect of Changes
|
||||||
Net sales
|
$
|
2,228
|
|
|
$
|
2,227
|
|
|
$
|
1
|
|
Cost of sales
|
(1,798
|
)
|
|
(1,797
|
)
|
|
(1
|
)
|
|||
Operating loss
|
(197
|
)
|
|
(197
|
)
|
|
—
|
|
|
As of December 31, 2018
|
||||||||||
Balance Sheet
(Dollars in millions)
|
As Reported
|
|
Balances without
adoption of
ASC 606
|
|
Effect of Changes
|
||||||
Assets
|
|
|
|
|
|
||||||
Inventories, net
|
$
|
172
|
|
|
$
|
178
|
|
|
$
|
(6
|
)
|
Prepaid expenses and contract assets
|
39
|
|
|
31
|
|
|
8
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Additional paid-in capital
|
$
|
1,938
|
|
|
$
|
1,937
|
|
|
$
|
1
|
|
|
Year Ended December 31
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Electronics
|
|
Brake Systems
|
|
Total
|
|
Electronics
|
|
Brake Systems
|
|
Total
|
|
Electronics
|
|
Brake Systems
|
|
Total
|
||||||||||||||||||
Asia
|
$
|
424
|
|
|
$
|
370
|
|
|
$
|
794
|
|
|
$
|
489
|
|
|
$
|
362
|
|
|
$
|
851
|
|
|
$
|
521
|
|
|
$
|
276
|
|
|
$
|
797
|
|
Americas
|
696
|
|
|
58
|
|
|
754
|
|
|
698
|
|
|
114
|
|
|
812
|
|
|
717
|
|
|
115
|
|
|
832
|
|
|||||||||
Europe
|
680
|
|
|
—
|
|
|
680
|
|
|
663
|
|
|
—
|
|
|
663
|
|
|
598
|
|
|
—
|
|
|
598
|
|
|||||||||
Total region sales
|
1,799
|
|
|
428
|
|
|
2,228
|
|
|
1,850
|
|
|
476
|
|
|
2,326
|
|
|
1,837
|
|
|
391
|
|
|
2,228
|
|
|||||||||
Less: intercompany sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||||||||
Total
|
$
|
1,800
|
|
|
$
|
428
|
|
|
$
|
2,228
|
|
|
$
|
1,849
|
|
|
$
|
473
|
|
|
$
|
2,322
|
|
|
$
|
1,835
|
|
|
$
|
383
|
|
|
$
|
2,218
|
|
|
Year Ended December 31
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Electronics
|
|
Brake Systems
|
|
Total
|
|
Electronics
|
|
Brake Systems
|
|
Total
|
|
Electronics
|
|
Brake Systems
|
|
Total
|
||||||||||||||||||
Restraint Control Systems
|
$
|
974
|
|
|
$
|
—
|
|
|
$
|
974
|
|
|
$
|
1,073
|
|
|
$
|
—
|
|
|
$
|
1,073
|
|
|
$
|
1,097
|
|
|
$
|
—
|
|
|
$
|
1,097
|
|
Active Safety products
|
825
|
|
|
—
|
|
|
825
|
|
|
778
|
|
|
—
|
|
|
778
|
|
|
740
|
|
|
—
|
|
|
740
|
|
|||||||||
Brake Systems
|
—
|
|
|
428
|
|
|
428
|
|
|
—
|
|
|
476
|
|
|
476
|
|
|
—
|
|
|
391
|
|
|
391
|
|
|||||||||
Total product sales
|
1,799
|
|
|
428
|
|
|
2,228
|
|
|
1,850
|
|
|
476
|
|
|
2,326
|
|
|
1,837
|
|
|
391
|
|
|
2,228
|
|
|||||||||
Less: intercompany sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||||||||
Total net sales
|
$
|
1,800
|
|
|
$
|
428
|
|
|
$
|
2,228
|
|
|
$
|
1,849
|
|
|
$
|
473
|
|
|
$
|
2,322
|
|
|
$
|
1,835
|
|
|
$
|
383
|
|
|
$
|
2,218
|
|
|
|
December 31, 2018
|
||
|
|
Contract assets
|
||
Beginning balance
|
|
$
|
—
|
|
Increases due to cumulative catch up adjustment
|
|
8
|
|
|
Increases due to revenue recognized
|
|
31
|
|
|
Decreases due to transfer to receivables
|
|
(31
|
)
|
|
Ending balance
|
|
$
|
8
|
|
Assets:
|
As of March 31, 2016
|
||
Cash and cash equivalents
|
$
|
38
|
|
Receivables
|
2
|
|
|
Inventories
|
33
|
|
|
Other current assets
|
8
|
|
|
Property, plant and equipment
|
139
|
|
|
Other non-current assets
|
—
|
|
|
Intangibles
|
112
|
|
|
Goodwill
|
235
|
|
|
Total assets
|
$
|
566
|
|
Liabilities:
|
|
||
Accounts payable
|
$
|
6
|
|
Other current liabilities
|
23
|
|
|
Pension liabilities
|
9
|
|
|
Other non-current liabilities
|
13
|
|
|
Total liabilities
|
$
|
51
|
|
Net assets acquired
|
$
|
515
|
|
Less: Non-controlling interest
|
$
|
(252
|
)
|
Controlling interest
|
$
|
263
|
|
|
Year ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
Foreign exchange forward contracts
|
|
Foreign exchange
forward contracts
|
|
Foreign exchange
forward contracts
|
||||||
Foreign currency risk -Cost of sales:
|
|
|
|
|
|
||||||
Recorded into gain (loss)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Recorded gains (loss) into AOCI net of tax
|
—
|
|
|
(4
|
)
|
|
9
|
|
|||
Less: reclassified from AOCI into gain (loss)
|
(1
|
)
|
|
5
|
|
|
1
|
|
|||
|
$
|
1
|
|
|
$
|
(9
|
)
|
|
$
|
8
|
|
|
|
Year Ended December 31
|
||||||||||
Loss before taxes
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
|
$
|
(54
|
)
|
|
$
|
(200
|
)
|
|
$
|
(78
|
)
|
Non-U.S.
|
|
(199
|
)
|
|
(114
|
)
|
|
56
|
|
|||
Total
|
|
$
|
(253
|
)
|
|
$
|
(314
|
)
|
|
$
|
(22
|
)
|
|
|
Year Ended December 31
|
||||||||||
Provision for income taxes
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
|
||||||
Non-U.S.
|
|
$
|
22
|
|
|
$
|
40
|
|
|
$
|
41
|
|
Deferred
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
(4
|
)
|
|
(1
|
)
|
|
2
|
|
|||
Non-U.S.
|
|
24
|
|
|
(9
|
)
|
|
(4
|
)
|
|||
Total income tax expense
|
|
$
|
42
|
|
|
$
|
30
|
|
|
$
|
38
|
|
|
|
Year Ended December 31
|
||||||||||
Effective income tax rate
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. federal income tax rate
|
|
$
|
(53
|
)
|
|
$
|
(110
|
)
|
|
$
|
(8
|
)
|
Foreign tax rate variances
|
|
1
|
|
|
9
|
|
|
(2
|
)
|
|||
State taxes, net of federal benefit
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Tax credits
|
|
(9
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||
Change in Valuation Allowances
|
|
79
|
|
|
62
|
|
|
51
|
|
|||
Non-Controlling Interest
|
|
3
|
|
|
21
|
|
|
1
|
|
|||
Earnings of equity investments
|
|
13
|
|
|
7
|
|
|
—
|
|
|||
Withholding taxes
|
|
5
|
|
|
4
|
|
|
4
|
|
|||
Goodwill impairment
|
|
—
|
|
|
13
|
|
|
—
|
|
|||
Change in U.S. tax rate
|
|
—
|
|
|
35
|
|
|
—
|
|
|||
Other, net
|
|
3
|
|
|
2
|
|
|
1
|
|
|||
Provision for income taxes
|
|
$
|
42
|
|
|
$
|
30
|
|
|
$
|
38
|
|
|
|
As of December 31
|
||||||
Deferred taxes
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Provisions
|
|
$
|
39
|
|
|
$
|
44
|
|
Costs capitalized for tax
|
|
1
|
|
|
2
|
|
||
Acquired intangibles
|
|
20
|
|
|
12
|
|
||
Tax receivables, principally net operating loss carryforward
|
|
74
|
|
|
112
|
|
||
Credits
|
|
2
|
|
|
9
|
|
||
Other
|
|
3
|
|
|
—
|
|
||
Deferred tax assets before allowances
|
|
$
|
139
|
|
|
$
|
179
|
|
Valuation allowances
|
|
(125
|
)
|
|
(150
|
)
|
||
Total
|
|
$
|
14
|
|
|
$
|
29
|
|
Liabilities
|
|
|
|
|
||||
Property, plant and equipment
|
|
(9
|
)
|
|
(6
|
)
|
||
Distribution taxes
|
|
(7
|
)
|
|
(8
|
)
|
||
Other
|
|
—
|
|
|
(2
|
)
|
||
Total
|
|
$
|
(16
|
)
|
|
$
|
(16
|
)
|
Net deferred tax asset (liability)
|
|
$
|
(2
|
)
|
|
$
|
13
|
|
|
|
As of December 31
|
||||||
Valuation Allowances Against Deferred Tax Assets
|
|
2018
|
|
2017
|
||||
Allowances at beginning of year
|
|
$
|
150
|
|
|
$
|
90
|
|
Benefits reserved current year
|
|
83
|
|
|
98
|
|
||
Benefits recognized current year
|
|
—
|
|
|
(4
|
)
|
||
Settlement of tax matters with Former Parent1
|
|
(101
|
)
|
|
—
|
|
||
Change in Tax rate /impact of U.S. tax reform
|
|
(4
|
)
|
|
(35
|
)
|
||
Translation difference
|
|
(3
|
)
|
|
1
|
|
||
Allowances at end of year
|
|
$
|
125
|
|
|
$
|
150
|
|
|
|
As of December 31
|
||||||
Unrecognized Tax Benefits
|
|
2018
|
|
2017
|
||||
Unrecognized tax benefits at beginning of year
|
|
$
|
2
|
|
|
$
|
1
|
|
Increases as a result of tax positions taken during the current period
|
|
2
|
|
|
1
|
|
||
Settlement with net former parent
|
|
(2
|
)
|
|
—
|
|
||
Total unrecognized tax benefits at end of year
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Receivables
|
|
$
|
378
|
|
|
$
|
450
|
|
Allowance at beginning of year
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
Reversal of allowance
|
|
—
|
|
|
2
|
|
||
Allowance at end of year
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Total receivables, net of allowance
|
|
$
|
376
|
|
|
$
|
448
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Raw material
|
|
$
|
108
|
|
|
$
|
90
|
|
Work in progress
|
|
15
|
|
|
21
|
|
||
Finished products
|
|
71
|
|
|
70
|
|
||
Inventories
|
|
$
|
194
|
|
|
$
|
181
|
|
Inventory reserve at beginning of year
|
|
$
|
(27
|
)
|
|
$
|
(25
|
)
|
Reversal of reserve
|
|
1
|
|
|
5
|
|
||
Addition to reserve
|
|
(3
|
)
|
|
(6
|
)
|
||
Write-off against reserve
|
|
5
|
|
|
1
|
|
||
Translation difference
|
|
1
|
|
|
(2
|
)
|
||
Inventory reserve at end of year
|
|
$
|
(23
|
)
|
|
$
|
(27
|
)
|
Total inventories, net of reserve
|
|
$
|
172
|
|
|
$
|
154
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|||
Operating loss
|
(125
|
)
|
|
(61
|
)
|
|
—
|
|
|||
Loss before income taxes
|
(125
|
)
|
|
(61
|
)
|
|
—
|
|
|||
Net loss
|
$
|
(125
|
)
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
|
As of December 31
|
|
|
||||||||
DECEMBER 31
|
|
2018
|
|
2017
|
|
Estimated
life
|
||||||
Land and land improvements
|
|
$
|
21
|
|
|
$
|
20
|
|
|
n/a to 15
|
|
|
Machinery and equipment
|
|
662
|
|
|
610
|
|
|
3-8
|
|
|||
Buildings
|
|
111
|
|
|
76
|
|
|
20
|
|
|||
Construction in progress
|
|
177
|
|
|
72
|
|
|
n/a
|
|
|||
Property, plant and equipment
|
|
$
|
971
|
|
|
$
|
778
|
|
|
|
||
Less accumulated depreciation
|
|
(472
|
)
|
|
(416
|
)
|
|
|
||||
Net of accumulated depreciation
|
|
$
|
499
|
|
|
$
|
362
|
|
|
|
||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
DEPRECIATION INCLUDED IN
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of sales
|
|
$
|
62
|
|
|
$
|
58
|
|
|
$
|
51
|
|
Selling, general and administrative expenses
|
|
3
|
|
|
2
|
|
|
1
|
|
|||
Research, development and engineering expenses, net
|
|
22
|
|
|
22
|
|
|
19
|
|
|||
Total
|
|
$
|
88
|
|
|
$
|
82
|
|
|
$
|
71
|
|
|
Total
|
|
Electronics Segment
|
|
Brake Systems Segment
|
||||||
Goodwill
|
|
|
|
|
|
||||||
Carrying amount at January 1, 2017
|
$
|
490
|
|
|
$
|
278
|
|
|
$
|
212
|
|
Acquisition
|
30
|
|
|
13
|
|
|
17
|
|
|||
Goodwill impairment charge
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|||
Translation differences
|
6
|
|
|
—
|
|
|
5
|
|
|||
Carrying amount at December 31, 2017
|
292
|
|
|
292
|
|
|
—
|
|
|||
Translation differences
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Carrying amount at December 31, 2018
|
$
|
291
|
|
|
$
|
291
|
|
|
$
|
—
|
|
|
|
As of December 31
|
||||||
Amortizable Intangible
|
|
2018
|
|
2017
|
||||
Gross carrying amount
|
|
$
|
260
|
|
|
$
|
249
|
|
Acquisition
|
|
3
|
|
|
4
|
|
||
Translation differences
|
|
1
|
|
|
7
|
|
||
Accumulated amortization
|
|
(161
|
)
|
|
(138
|
)
|
||
Carrying value
|
|
$
|
102
|
|
|
$
|
122
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Operating related accruals
|
|
$
|
55
|
|
|
$
|
55
|
|
Employee related accruals
|
|
66
|
|
|
57
|
|
||
Customer pricing accruals
|
|
39
|
|
|
36
|
|
||
Product related liabilities
1
|
|
16
|
|
|
22
|
|
||
Other accruals
|
|
18
|
|
|
25
|
|
||
Total Accrued Expenses
|
|
$
|
193
|
|
|
$
|
195
|
|
1
|
As of December 31, 2018,
$14 million
of product related liabilities were indemnifiable losses subject to indemnification by Autoliv and an indemnification asset is included in Other current assets, and there were no indemnification assets as of December 31, 2017.
|
|
|
Year Ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other Comprehensive Loss
1
|
|
|
|
|
|
|
||||||
Cumulative translation adjustments
|
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
|
$
|
(31
|
)
|
Net gain (loss) of cash flow hedge derivatives
|
|
—
|
|
|
(1
|
)
|
|
8
|
|
|||
Pension liability
|
|
(9
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Total (ending balance)
|
|
$
|
(19
|
)
|
|
$
|
(8
|
)
|
|
$
|
(29
|
)
|
Deferred taxes on the pension liability
|
|
1
|
|
|
—
|
|
|
—
|
|
1
|
The components of Other Comprehensive Loss are net of any related income tax effects.
|
Country
|
Name of Defined Benefit Plans
|
Germany
|
Direct Pension Promises Plan
|
India
|
Gratuity Plan
|
Japan
|
Retirement Allowances Plan
|
Defined Benefit Corporate Plan
|
|
South Korea
|
Severance Pay Plan (statutory plan)
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Benefit obligation at beginning of year
|
|
$
|
74
|
|
|
$
|
66
|
|
Service cost
|
|
5
|
|
|
5
|
|
||
Interest cost
|
|
2
|
|
|
1
|
|
||
Actuarial (gain) loss
|
|
(2
|
)
|
|
1
|
|
||
Benefits paid
|
|
(2
|
)
|
|
(1
|
)
|
||
Curtailments
|
|
—
|
|
|
(3
|
)
|
||
Settlement
|
|
(3
|
)
|
|
—
|
|
||
Acquisition
|
|
—
|
|
|
1
|
|
||
Other
|
|
4
|
|
|
—
|
|
||
Translation difference
|
|
(2
|
)
|
|
4
|
|
||
Benefit obligation at end of year
|
|
$
|
76
|
|
|
$
|
74
|
|
Fair value of plan assets at beginning of year
|
|
$
|
60
|
|
|
$
|
51
|
|
Actual return on plan assets
|
|
(2
|
)
|
|
3
|
|
||
Company contributions
|
|
4
|
|
|
6
|
|
||
Benefits paid
|
|
(2
|
)
|
|
(1
|
)
|
||
Settlements
|
|
(3
|
)
|
|
(3
|
)
|
||
Acquisition
|
|
—
|
|
|
1
|
|
||
Other
|
|
(1
|
)
|
|
—
|
|
||
Translation difference
|
|
(2
|
)
|
|
3
|
|
||
Fair value of plan assets at year end
|
|
$
|
54
|
|
|
$
|
60
|
|
Funded status recognized in the balance sheet
|
|
$
|
(22
|
)
|
|
$
|
(14
|
)
|
|
|
Year Ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
Interest cost
|
|
2
|
|
|
1
|
|
|
1
|
|
|||
Expected return on plan assets
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Net periodic benefit cost
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Net actuarial loss (gain)
|
|
$
|
9
|
|
|
$
|
6
|
|
Prior service cost (credit)
|
|
—
|
|
|
1
|
|
||
Total accumulated other comprehensive income recognized in the balance sheet
|
|
$
|
10
|
|
|
$
|
7
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Total retirement benefit recognized in accumulated other comprehensive income at beginning of year
|
|
$
|
7
|
|
|
$
|
7
|
|
Net actuarial loss (gain)
|
|
3
|
|
|
(1
|
)
|
||
Translation difference
|
|
(1
|
)
|
|
1
|
|
||
Other
|
|
1
|
|
|
—
|
|
||
Total retirement benefit recognized in accumulated other comprehensive income at end of year
|
|
$
|
10
|
|
|
$
|
7
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Projected Benefit Obligation (PBO)
|
|
$
|
76
|
|
|
$
|
39
|
|
Accumulated Benefit Obligation
|
|
$
|
67
|
|
|
$
|
33
|
|
Fair value of plan assets
|
|
$
|
54
|
|
|
$
|
26
|
|
|
|
As of December 31
|
|||
|
|
2018
|
|
2017
|
|
|
|
Weighted average
|
|
Range
|
|
Discount rate
|
|
2.14
|
%
|
|
0.50-3.60
|
Rate of increases in compensation level
|
|
4.39
|
%
|
|
2.00-3.00
|
|
|
Year Ended December 31
|
|||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
Weighted average
|
|
Range
|
|
Range
|
|
Discount rate
|
|
2.06
|
%
|
|
0.50-3.90
|
|
0.50-4.10
|
Rate of increases in compensation level
|
|
4.30
|
%
|
|
2.00-5.00
|
|
2.25-5.00
|
Expected long-term rate of return on assets
|
|
3.81
|
%
|
|
0.75-6.00
|
|
0.75-6.15
|
|
|
As of December 31
|
||||
ASSETS CATEGORY IN % WEIGHTED AVERAGE
|
|
2018
|
|
2017
|
||
Equity securities
|
|
36.0
|
%
|
|
40.0
|
%
|
Debt instruments
|
|
12.0
|
%
|
|
13.0
|
%
|
Other assets
|
|
52.0
|
%
|
|
47.0
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
U.S. Large Cap
|
|
$
|
7
|
|
|
$
|
16
|
|
Non-U.S. Equity
|
|
13
|
|
|
8
|
|
||
Non-U.S. Bonds
|
|
|
|
|
||||
Corporate
|
|
3
|
|
|
—
|
|
||
Aggregate
|
|
4
|
|
|
7
|
|
||
Insurance Contracts
|
|
24
|
|
|
25
|
|
||
Other Investments
|
|
4
|
|
|
4
|
|
||
Total
|
|
$
|
54
|
|
|
$
|
60
|
|
|
|
||
Pension Benefits Expected Payments
|
Amount
|
||
2019
|
$
|
2
|
|
2020
|
$
|
2
|
|
2021
|
$
|
3
|
|
2022
|
$
|
3
|
|
2023
|
$
|
3
|
|
Years 2024-2028
|
$
|
22
|
|
Country
|
Name of Defined Benefit Plans
|
Sweden
|
ITP plan
|
U.S.
|
Autoliv ASP, Inc. Pension Plan
|
Autoliv ASP, Inc. Excess Pension Plan
|
|
Autoliv ASP, Inc. Supplemental Pension Plan
|
•
|
Stock Options (SOs) - A number of SOs comprising
50%
of the value of the outstanding SOs calculated immediately prior to the Spin-Off continued to be applicable to Autoliv common stock. A number of SOs comprising the remaining
50%
of the pre-spin value were replaced with options to acquire shares of Veoneer common stock.
|
•
|
Restricted Stock Units (RSUs) - A number of RSUs comprising
50%
of the value of the outstanding RSU calculated immediately prior to the Spin-Off continued to be applicable to Autoliv common stock. A number of RSUs comprising the remaining
50%
of the pre-spin value were replaced with RSUs with underlying Veoneer common stock.
|
•
|
Performance Shares (PSs) - Outstanding PSs were converted to time-based RSUs and were treated in the same manner as other outstanding RSUs (as described above) on the Distribution Date. The number of outstanding PSs were converted based on:
|
1)
|
The level of actual achievement of performance goals for each outstanding PS for the period between the first day of the performance period and December 31, 2017 (the “Performance Measurement Date”), referred to as “Level of Performance-to-Date”, and
|
2)
|
The greater of the Level of Performance-to-Date and estimated target performance level (i.e.,
100%
) for the period between the Performance Measurement Date and the last day of the performance period.
|
|
|
Year Ended December 31
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
PSs and RSUs
|
|
|
|
|
|
|
|||
Dividend yield
1
|
|
—
|
|
|
—
|
|
|
2.2
|
%
|
1
|
Dividend equivalent rights applied to grants starting in 2017.
|
|
|
Number
Outstanding
1
|
|
Remaining
Contract
life (in years)
|
|
EXERCISE PRICES
|
|
|
|
|
|
$4.93
|
|
16,796
|
|
|
0.14
|
$13.51
|
|
21,342
|
|
|
1.13
|
$20.25
|
|
21,266
|
|
|
3.15
|
$20.91
|
|
43,934
|
|
|
4.14
|
$22.04
|
|
15,055
|
|
|
2.15
|
$28.67
|
|
80,627
|
|
|
5.14
|
$34.25
|
|
126,564
|
|
|
6.13
|
|
|
325,584
|
|
|
4.6
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Reserve at beginning of the year
|
|
$
|
22
|
|
|
$
|
30
|
|
Change in reserve
|
|
10
|
|
|
8
|
|
||
Cash settlements
|
|
(15
|
)
|
|
(16
|
)
|
||
Transfers
|
|
(1
|
)
|
|
—
|
|
||
Translation difference
|
|
—
|
|
|
1
|
|
||
Reserve at end of the year
|
|
$
|
16
|
|
|
$
|
22
|
|
(U.S. dollars in millions, except per share amounts)
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Basic and diluted:
|
|
|
|
|
|
||||||
Net loss attributable to common shareholders
|
$
|
(276
|
)
|
|
$
|
(217
|
)
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic: Weighted average number of shares outstanding (in millions)
|
87.16
|
|
|
87.13
|
|
|
87.13
|
|
|||
Diluted: Weighted-average number of shares outstanding, assuming dilution (in millions)
1
|
87.16
|
|
|
87.13
|
|
|
87.13
|
|
|||
|
|
|
|
|
|
||||||
Basic loss per share
|
$
|
(3.17
|
)
|
|
$
|
(2.49
|
)
|
|
$
|
(0.61
|
)
|
Diluted loss per share
1
|
$
|
(3.17
|
)
|
|
$
|
(2.49
|
)
|
|
$
|
(0.61
|
)
|
1
|
Shares in the diluted loss per share calculation represent basic shares due to the net loss. The shares excluded from the calculation were
446,821
for the year ended December 31, 2018, because they are anti-dilutive and for the years ended December 31, 2017 and 2016, the shares excluded were
zero
.
|
|
|
Year Ended December 31
|
||||||||||
(Loss)/Income Before Income Taxes
|
|
2018
|
|
2017
|
|
2016
|
||||||
Electronics
|
|
$
|
(116
|
)
|
|
$
|
(14
|
)
|
|
$
|
11
|
|
Brake Systems
|
|
(30
|
)
|
|
(247
|
)
|
|
(12
|
)
|
|||
Segment operating loss
|
|
(146
|
)
|
|
(261
|
)
|
|
(1
|
)
|
|||
Corporate and other
|
|
(51
|
)
|
|
(22
|
)
|
|
(24
|
)
|
|||
Interest and other non-operating items, net
|
|
7
|
|
|
(1
|
)
|
|
3
|
|
|||
Loss from equity method investment
|
|
(63
|
)
|
|
(31
|
)
|
|
—
|
|
|||
Loss before income taxes
|
|
$
|
(253
|
)
|
|
$
|
(314
|
)
|
|
$
|
(22
|
)
|
|
|
Year Ended December 31
|
||||||||||
Capital Expenditures
|
|
2018
|
|
2017
|
|
2016
|
||||||
Electronics
|
|
$
|
132
|
|
|
$
|
79
|
|
|
$
|
80
|
|
Brake Systems
|
|
56
|
|
|
31
|
|
|
23
|
|
|||
Total capital expenditures
|
|
$
|
188
|
|
|
$
|
110
|
|
|
$
|
103
|
|
|
|
Year Ended December 31
|
||||||||||
Depreciation and Amortization
|
|
2018
|
|
2017
|
|
2016
|
||||||
Electronics
|
|
$
|
72
|
|
|
$
|
80
|
|
|
$
|
70
|
|
Brake Systems
|
|
38
|
|
|
39
|
|
|
36
|
|
|||
Total depreciation and amortization
|
|
$
|
111
|
|
|
$
|
119
|
|
|
$
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31
|
||||||
Segment Assets
|
|
|
|
2018
|
|
2017
|
||||
Electronics
|
|
|
|
$
|
2,329
|
|
|
$
|
1,286
|
|
Brake Systems
|
|
|
|
507
|
|
|
377
|
|
||
Intersegment assets
|
|
|
|
(204
|
)
|
|
—
|
|
||
Total assets
|
|
|
|
$
|
2,632
|
|
|
$
|
1,663
|
|
|
|
As of December 31
|
||||||
Long-lived Assets
|
|
2018
|
|
2017
|
||||
Asia
|
|
$
|
307
|
|
|
$
|
302
|
|
Americas
|
|
368
|
|
|
393
|
|
||
Europe
|
|
438
|
|
|
242
|
|
||
Total
|
|
$
|
1,113
|
|
|
$
|
938
|
|
|
|
As of December 31
|
||||||
RELATED PARTY
|
|
2018
|
|
2017
|
||||
Related party receivable
|
|
$
|
64
|
|
|
$
|
13
|
|
Related party notes receivable
|
|
$
|
1
|
|
|
$
|
76
|
|
Related party payables
|
|
$
|
16
|
|
|
$
|
8
|
|
Related party short term debt
|
|
$
|
1
|
|
|
$
|
—
|
|
Related party long-term debt
|
|
$
|
13
|
|
|
$
|
62
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||
(Dollars in Millions, Except Per Share Amounts)
|
|||||||||||||||||||||||||||||||
Sales
|
$
|
594
|
|
|
$
|
572
|
|
|
$
|
526
|
|
|
$
|
535
|
|
|
$
|
583
|
|
|
$
|
579
|
|
|
$
|
567
|
|
|
$
|
593
|
|
Gross profit
|
112
|
|
|
112
|
|
|
99
|
|
|
109
|
|
|
113
|
|
|
120
|
|
|
109
|
|
|
124
|
|
||||||||
Operating loss
|
(16
|
)
|
|
(48
|
)
|
|
(58
|
)
|
|
(75
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|
(244
|
)
|
||||||||
Loss before income taxes
|
(30
|
)
|
|
(63
|
)
|
|
(70
|
)
|
|
(90
|
)
|
|
(11
|
)
|
|
(19
|
)
|
|
(26
|
)
|
|
(258
|
)
|
||||||||
Net loss
|
(37
|
)
|
|
(66
|
)
|
|
(72
|
)
|
|
(119
|
)
|
|
(22
|
)
|
|
(30
|
)
|
|
(36
|
)
|
|
(256
|
)
|
||||||||
Net loss attributable to controlling interest
|
$
|
(32
|
)
|
|
$
|
(63
|
)
|
|
$
|
(68
|
)
|
|
$
|
(114
|
)
|
|
$
|
(20
|
)
|
|
$
|
(28
|
)
|
|
$
|
(33
|
)
|
|
$
|
(136
|
)
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic loss per share
|
$
|
(0.36
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(1.56
|
)
|
Diluted loss per share
|
$
|
(0.36
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(1.56
|
)
|
Plan Category
|
(a) Number of
Securities to
be issued upon
exercise of
outstanding options,
warrants and rights
|
|
(b) Weighted- average
exercise price of outstanding options, warrants and
rights
2
|
|
(c) Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
3
|
||||
Equity compensation plans approved
by security holders
1
|
919,578
|
|
|
$
|
17.68
|
|
|
3,000,257
|
|
Equity compensation plans not
approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
919,578
|
|
|
$
|
17.68
|
|
|
3,000,257
|
|
101*
|
The following financial information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Operations; (ii) the Consolidated Statements of Comprehensive Loss: (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flow; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to the Consolidated Financial Statements.
|
Title
|
Name
|
Chairman of the Board of Director,
Chief Executive Officer and President (Principal Executive Officer)
|
/s/ Jan Carlson
Jan Carlson
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
|
/s/ Mathias Hermansson
Mathias Hermansson
|
|
|
Director
|
/s/ Robert W. Alspaugh
Robert W. Alspaugh
|
|
|
Director
|
/s/ Mary Louise Cummings
Mary Louise Cummings
|
|
|
Director
|
/s/ Mark Durcan
Mark Durcan
|
|
|
Director
|
/s/ James M. Ringler
James M. Ringler
|
|
|
Director
|
/s/ Kazuhiko Sakamoto
Kazuhiko Sakamoto
|
|
|
Director
|
/s/ Jonas Synnergren
Jonas Synnergren
|
|
|
Director
|
/s/ Wolfgang Ziebart
Wolfgang Ziebart
|
Income statement
|
|
|
|
|
|
1 January 2018-
|
|
18 April 2017-
|
||
Amounts in TSEK
|
|
Note
|
|
31 December 2018
|
|
31 December 2017
|
||
Net sales
|
|
|
|
39,193
|
|
|
40,001
|
|
Cost of services sold
|
|
|
|
(36,629
|
)
|
|
(37,384
|
)
|
Gross profit
|
|
|
|
2,564
|
|
|
2,617
|
|
Selling and administrative expenses
|
|
|
|
(57,714
|
)
|
|
(80,313
|
)
|
Research and development expenses
|
|
|
|
(1,043,988
|
)
|
|
(452,605
|
)
|
Other operating income
|
|
3
|
|
24,426
|
|
|
8,290
|
|
Other operating expenses
|
|
6
|
|
(7,790
|
)
|
|
(2,652
|
)
|
Operating loss
|
|
4,5,7
|
|
(1,082,502
|
)
|
|
(524,663
|
)
|
Profit/loss from financial items
|
|
|
|
|
|
|
||
Interest income and similar profit/loss items
|
|
8
|
|
4,326
|
|
|
1,970
|
|
Interest expense and similar profit/loss items
|
|
9
|
|
(3,432
|
)
|
|
(2,597
|
)
|
Loss after financial items
|
|
|
|
(1,081,608
|
)
|
|
(525,290
|
)
|
Loss before tax
|
|
|
|
(1,081,608
|
)
|
|
(525,290
|
)
|
Tax expense for the year
|
|
10
|
|
(4,417
|
)
|
|
(3,294
|
)
|
Net loss for the year
|
|
|
|
(1,086,025
|
)
|
|
(528,584
|
)
|
Balance sheet
|
|
Amounts in TSEK
|
|
Note
|
|
31 December 2018
|
|
31 December 2017
|
||
ASSETS
|
|
|
|
|
|
|
||
Non-current assets
|
|
|
|
|
|
|
||
Intangible assets
|
|
|
|
|
|
|
||
Capitalized expenditures for software and similar
|
|
11
|
|
18,490
|
|
|
23,722
|
|
Concessions, patents, licenses, trademarks and similar rights
|
|
12
|
|
245,976
|
|
|
256,171
|
|
|
|
|
|
264,466
|
|
|
279,893
|
|
Property, plant and equipment
|
|
|
|
|
|
|
||
Leasehold improvements
|
|
13
|
|
3,290
|
|
|
1,950
|
|
Equipment, plant and machinery
|
|
14
|
|
141,550
|
|
|
105,370
|
|
|
|
|
|
144,840
|
|
|
107,320
|
|
Financial assets
|
|
|
|
|
|
|
||
Deferred tax asset
|
|
16
|
|
49,611
|
|
|
62,429
|
|
Other long-term receivables
|
|
17
|
|
15,379
|
|
|
8,520
|
|
|
|
|
|
64,990
|
|
|
70,949
|
|
Total non-current assets
|
|
|
|
474,296
|
|
|
458,162
|
|
Current assets
|
|
|
|
|
|
|
||
Current receivables
|
|
|
|
|
|
|
||
Receivables from owners
|
|
|
|
22,520
|
|
|
20,060
|
|
Other receivables
|
|
|
|
35,044
|
|
|
19,801
|
|
Prepaid expenses and accrued income
|
|
18
|
|
104,256
|
|
|
93,937
|
|
|
|
|
|
161,820
|
|
|
133,798
|
|
Cash and bank balances
|
|
|
|
|
|
|
||
Cash and bank
|
|
21
|
|
498,020
|
|
|
384,136
|
|
|
|
|
|
498,020
|
|
|
384,136
|
|
Total current assets
|
|
|
|
659,840
|
|
|
517,934
|
|
TOTAL ASSETS
|
|
|
|
1,134,136
|
|
|
976,096
|
|
Balance sheet
|
Amounts in TSEK
|
|
Note
|
|
31 December 2018
|
|
31 December 2017
|
||
EQUITY AND LIABILITIES
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
|
||
Share capital
|
|
19
|
|
500
|
|
|
500
|
|
Other capital contributed
|
|
|
|
2,520,297
|
|
|
1,320,297
|
|
Translation reserve
|
|
|
|
3,935
|
|
|
(3,587
|
)
|
Retained earnings incl. loss for the year
|
|
|
|
(1,614,609
|
)
|
|
(528,584
|
)
|
|
|
|
|
909,623
|
|
|
788,126
|
|
|
|
|
|
910,123
|
|
|
788 626
|
|
Provisions
|
|
|
|
|
|
|
||
Deferred tax liability
|
|
16
|
|
51,134
|
|
|
62,429
|
|
|
|
|
|
51,134
|
|
|
62,429
|
|
Current liabilities
|
|
|
|
|
|
|
||
Accounts payable - trade
|
|
|
|
35,935
|
|
|
23,469
|
|
Liabilities to owners
|
|
|
|
19,717
|
|
|
15,718
|
|
Current tax liability
|
|
|
|
6,071
|
|
|
3,286
|
|
Other liabilities
|
|
|
|
21,502
|
|
|
12,627
|
|
Accrued expenses and deferred income
|
|
20
|
|
89,654
|
|
|
69,941
|
|
|
|
|
|
172,879
|
|
|
125,041
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
1,134,136
|
|
|
976,096
|
|
Statement of changes in equity
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts in TSEK
|
|
Share capital
|
|
Other capital contributed*
|
|
Translation
reserve
|
|
Retained earnings incl. loss for the year*
|
|
Total equity
|
|||||
Opening balance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss for the year
|
|
|
|
|
|
|
|
(528,584
|
)
|
|
(528,584
|
)
|
|||
Foreign currency translation differences
|
|
—
|
|
|
—
|
|
|
(3,587
|
)
|
|
—
|
|
|
(3,587
|
)
|
Total
|
|
—
|
|
|
—
|
|
|
(3,587
|
)
|
|
—
|
|
|
(3,587
|
)
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|||||
Issue of ordinary shares
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
Shareholders’ contribution received
|
|
|
|
1,320,297
|
|
|
—
|
|
|
—
|
|
|
1,320,297
|
|
|
Total
|
|
500
|
|
|
1,320,297
|
|
|
—
|
|
|
—
|
|
|
1,320,797
|
|
At year end
|
|
500
|
|
|
1,320,297
|
|
|
(3,587
|
)
|
|
(528,584
|
)
|
|
788,626
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts in TSEK
|
|
Share capital
|
|
Other capital contributed*
|
|
Translation
reserve
|
|
Retained earnings incl. loss for the year*
|
|
Total equity
|
|||||
Opening balance
|
|
500
|
|
|
1,320,297
|
|
|
(3,587
|
)
|
|
(528,584
|
)
|
|
788,626
|
|
Net loss for the year
|
|
|
|
|
|
|
|
(1,086,025
|
)
|
|
(1,086,025
|
)
|
|||
Foreign currency translation differences
|
|
—
|
|
|
—
|
|
|
7,522
|
|
|
—
|
|
|
7,522
|
|
Total
|
|
—
|
|
|
—
|
|
|
7,522
|
|
|
—
|
|
|
7,522
|
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|||||
Shareholders’ contribution received
|
|
—
|
|
|
1,200,000
|
|
|
—
|
|
|
—
|
|
|
1,200,000
|
|
Total
|
|
—
|
|
|
1,200,000
|
|
|
—
|
|
|
—
|
|
|
1,200,000
|
|
At year end
|
|
500
|
|
|
2,520,297
|
|
|
3,935
|
|
|
(1,614,609
|
)
|
|
910,123
|
|
Cash flow statement
|
|
|
|
|
1 January 2018-
|
|
18 April 2017-
|
||
Amounts in TSEK
|
|
|
|
31 December 2018
|
|
31 December 2017
|
||
Operating activities
|
|
|
|
|
|
|
||
Loss after financial items
|
|
|
|
(1,081,608
|
)
|
|
(525,290
|
)
|
Adjustments for non-cash items, etc.
|
|
22
|
|
93,061
|
|
|
45,064
|
|
Income tax paid
|
|
|
|
(346
|
)
|
|
—
|
|
Cash flow from operating activities before working capital changes
|
|
|
|
(988,893
|
)
|
|
(480,226
|
)
|
Increase(-)/Decrease(+) of current receivables
|
|
|
|
(27,713
|
)
|
|
(133,798
|
)
|
Increase(+)/Decrease(-) of current liabilities
|
|
|
|
49,613
|
|
|
111,659
|
|
Cash flow from operating activities
|
|
|
|
(966,993
|
)
|
|
(502,365
|
)
|
Investing activities
|
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
|
|
|
(76,965
|
)
|
|
(87,191
|
)
|
Disposal of property, plant and equipment
|
|
|
|
286
|
|
|
—
|
|
Acquisition of intangible assets
|
|
|
|
(36,376
|
)
|
|
(18,535
|
)
|
Contribution in kind, net liquid effect
|
|
22
|
|
—
|
|
|
239
|
|
Acquisition of financial assets
|
|
|
|
(6,859
|
)
|
|
(8,520
|
)
|
Cash flow from investing activities
|
|
|
|
(119,914
|
)
|
|
(114,007
|
)
|
Financing activities
|
|
|
|
|
|
|
||
Issue of ordinary shares
|
|
|
|
-
|
|
|
500
|
|
Received shareholders’ contribution
|
|
|
|
1,200,000
|
|
|
1,000,555
|
|
Cash flow from financing activities
|
|
|
|
1,200,000
|
|
|
1,001,055
|
|
Cash flow for the year
|
|
|
|
113,093
|
|
|
384,683
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
|
384,136
|
|
|
—
|
|
Exchange rate differences in cash and cash equivalents
|
|
|
|
791
|
|
|
(547
|
)
|
Cash and cash equivalents at the end of the year
|
|
21
|
|
498,020
|
|
|
384,136
|
|
Notes
|
|
Note 1
|
Accounting principles
|
Property, plant and equipment
|
Useful life
|
Leasehold improvements
|
10 years
|
Equipment, tools, fixtures and fittings
|
3-5 years
|
Note 2
|
Estimates and judgements
|
Note 3
|
Other operating income
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Exchange rate gains on operating receivables/liabilities
|
2,571
|
|
|
2,303
|
|
Rental income
|
6,920
|
|
|
—
|
|
Other
|
14,935
|
|
|
5,987
|
|
|
24,426
|
|
|
8,290
|
|
Note 4
|
Employees, personnel costs and remunerations to Board of Directors
|
|
|
1 January 2018-
|
|
whereof
|
|
18 April 2017-
|
|
|
|
31 December 2018
|
|
men
|
|
31 December 2017
|
|
Sweden
|
|
349
|
|
81
|
%
|
|
206
|
Germany
|
|
80
|
|
84
|
%
|
|
49
|
US
|
|
65
|
|
84
|
%
|
|
41
|
Total
|
|
494
|
|
82
|
%
|
|
296
|
|
31 December 2018
Proportion of women |
|
31 December 2017
Proportion of women |
||
|
|
|
|
||
Board of Directors
|
—
|
%
|
|
—
|
%
|
Other senior management
|
25
|
%
|
|
27
|
%
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Salaries and remunerations
|
358,952
|
|
|
146,865
|
|
Social security expenses
|
122,578
|
|
|
56,794
|
|
(of that pension expenses)
1
|
(32,371
|
)
|
|
(13,329
|
)
|
Note 5
|
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Depreciation and amortisation divided by asset
|
|
|
|
||
Capitalized expenditures for software and similar
|
(3,947
|
)
|
|
(3,790
|
)
|
Concessions, patents, licenses, trademarks
|
(48,117
|
)
|
|
(26,889
|
)
|
Leasehold improvements
|
(380
|
)
|
|
(160
|
)
|
Equipment, plant and machinery
|
(39,802
|
)
|
|
(16,092
|
)
|
|
(92,246
|
)
|
|
(46,931
|
)
|
Note 6
|
Other operating expenses
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Exchange rate losses on operating receivables/liabilities
|
(7,627
|
)
|
|
(2,607
|
)
|
Capital losses
|
(163
|
)
|
|
(45
|
)
|
|
(7,790
|
)
|
|
(2,652
|
)
|
Note 7
|
Operating lease
|
|
31 December 2018
|
|
31 December 2017
|
||
Future minimum lease payments regarding non-cancellable operating lease contracts
|
|
|
|
||
Within one year
|
34,616
|
|
|
49,700
|
|
Between one and five years
|
121,895
|
|
|
156,600
|
|
Later than five years
|
135,353
|
|
|
147,972
|
|
|
291,864
|
|
|
354,272
|
|
|
|
|
|
||
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
The financial year’s recognized lease expenses
|
33,916
|
|
|
17,118
|
|
Note 8
|
Interest income and similar profit/loss items
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Interest income, other
|
4,326
|
|
|
1,970
|
|
|
4,326
|
|
|
1,970
|
|
Note 9
|
Interest expense and similar profit/loss items
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Interest expense, other
|
(3,432
|
)
|
|
(2,597
|
)
|
|
(3,432
|
)
|
|
(2,597
|
)
|
Note 10
|
Tax expense for the year
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Current tax expense
|
(4,417
|
)
|
|
(3,294
|
)
|
|
(4,417
|
)
|
|
(3,294
|
)
|
|
1 January 2018-
|
|
18 April 2017-
|
||||||
|
31 December 2018
|
|
31 December 2017
|
||||||
|
Percent
|
Amount
|
|
Percent
|
Amount
|
||||
Loss before tax
|
|
(1,081,608
|
)
|
|
|
(525,290
|
)
|
||
Tax according to current tax rate for the parent Company
|
22
|
%
|
237,954
|
|
|
22
|
%
|
115,564
|
|
Non-deductible depreciation
|
(0.9
|
)%
|
(10,244
|
)
|
|
(1.3
|
)%
|
(6,865
|
)
|
Other non-deductible depreciation
|
—
|
%
|
(171
|
)
|
|
—
|
%
|
—
|
|
Increase of loss carry-forward without corresponding recognized deferred tax
|
(21.4
|
)%
|
(231,484
|
)
|
|
(21.1
|
)%
|
(110,810
|
)
|
Effect due to other tax rates and tax regulations
|
—
|
%
|
(472
|
)
|
|
(0.2
|
)%
|
(1,183
|
)
|
Reported effective tax
|
(0.4
|
)%
|
(4,417
|
)
|
|
(0.6
|
)%
|
(3,294
|
)
|
Note 11
|
Capitalized expenditures for software and similar
|
|
31 December 2018
|
|
31 December 2017
|
||
Accumulated acquisition costs
|
|
|
|
||
At the beginning of the year
|
27,479
|
|
|
—
|
|
Contribution in kind
|
—
|
|
|
16,068
|
|
Additions
|
850
|
|
|
11,833
|
|
Reclassifications
|
(4,402
|
)
|
|
—
|
|
Translation differences during the year
|
306
|
|
|
(422
|
)
|
At the end of the year
|
24,233
|
|
|
27,479
|
|
|
|
|
|
||
Accumulated amortization
|
|
|
|
||
At the beginning of the year
|
(3,757
|
)
|
|
—
|
|
Reclassifications
|
1,946
|
|
|
—
|
|
Amortization during the year
|
(3,947
|
)
|
|
(3,790
|
)
|
Translation differences during the year
|
15
|
|
|
33
|
|
At the end of the year
|
(5,743
|
)
|
|
(3,757
|
)
|
Carrying amount at the end of the year
|
18,490
|
|
|
23,722
|
|
Note 12
|
Concessions, patents, licenses, trademarks and similar rights
|
|
31 December 2018
|
|
31 December 2017
|
||
Accumulated acquisition costs
|
|
|
|
||
At the beginning of the year
|
283,059
|
|
|
—
|
|
Contribution in kind
|
—
|
|
|
276,356
|
|
Additions
|
35,603
|
|
|
6,702
|
|
Reclassifications
|
4,519
|
|
|
—
|
|
Translation differences during the year
|
2
|
|
|
1
|
|
At the end of the year
|
323,183
|
|
|
283,059
|
|
|
|
|
|
||
Accumulated amortization
|
|
|
|
||
At the beginning of the year
|
(26,888
|
)
|
|
—
|
|
Reclassifications
|
(2,151
|
)
|
|
—
|
|
Amortization during the year
|
(48,117
|
)
|
|
(26,888
|
)
|
Translation differences during the year
|
(51
|
)
|
|
—
|
|
At the end of the year
|
(77,207
|
)
|
|
(26,888
|
)
|
Carrying amount at the end of the year
|
245,976
|
|
|
256,171
|
|
Note 13
|
Leasehold improvements
|
|
31 December 2018
|
|
31 December 2017
|
||
Accumulated acquisition costs
|
|
|
|
||
At the beginning of the year
|
2,108
|
|
|
—
|
|
Contribution in kind
|
—
|
|
|
710
|
|
Additions
|
1,674
|
|
|
1,459
|
|
Translation differences during the year
|
60
|
|
|
(61
|
)
|
At the end of the year
|
3,842
|
|
|
2,108
|
|
Accumulated depreciation
|
|
|
|
||
At the beginning of the year
|
(158
|
)
|
|
—
|
|
Depreciation during the year
|
(380
|
)
|
|
(160
|
)
|
Translation differences during the year
|
(15
|
)
|
|
2
|
|
At the end of the year
|
(553
|
)
|
|
(158
|
)
|
|
|
|
|
||
Carrying amount at the end of the year
|
3,290
|
|
|
1,950
|
|
Note 14
|
Equipment, plant and machinery
|
|
31 December 2018
|
|
31 December 2017
|
||
Accumulated acquisition costs
|
|
|
|
||
At the beginning of the year
|
121,388
|
|
|
—
|
|
Contribution in kind
|
—
|
|
|
36,456
|
|
Additions
|
75,428
|
|
|
85,930
|
|
Disposals
|
(619
|
)
|
|
(211
|
)
|
Reclassifications
|
(117
|
)
|
|
—
|
|
Translation differences during the year
|
1,746
|
|
|
(787
|
)
|
At the end of the year
|
197,826
|
|
|
121,388
|
|
|
|
|
|
||
Accumulated depreciation
|
|
|
|
||
At the beginning of the year
|
(16,018
|
)
|
|
—
|
|
Reversed depreciation on disposals
|
164
|
|
|
13
|
|
Reclassifications
|
20
|
|
|
—
|
|
Depreciation during the year
|
(39,802
|
)
|
|
(16,092
|
)
|
Translation differences during the year
|
(640
|
)
|
|
61
|
|
At the end of the year
|
(56,276
|
)
|
|
(16,018
|
)
|
|
|
|
|
||
Carrying amount at the end of the year
|
141,550
|
|
|
105,370
|
|
Note 15
|
Participation in group companies
|
|
31 December 2018
|
|
31 December 2017
|
||
Accumulated acquisition costs
|
|
|
|
||
At the beginning of the year
|
103,888
|
|
|
—
|
|
Acquisitions
|
1,400
|
|
|
103,888
|
|
At the end of the year
|
105,288
|
|
|
103,888
|
|
|
|
31 December 2018
|
|||||||||||||
Subsidiary / Corp. Id. No. / Registered office
|
|
Number of
shares
|
|
Share
in % i)
|
|
Carrying
amount
|
|
Equity
|
|
Profit/loss
for the year
|
|||||
Zenuity GmbH, HRB 228080, Unterschleissheim
|
|
25,000
|
|
|
100.0
|
|
|
48,068
|
|
|
61,649
|
|
|
6,305
|
|
Zenuity Inc, 81-4350409, Delaware
|
|
100
|
|
|
100.0
|
|
|
55,820
|
|
|
65,449
|
|
|
6,886
|
|
Zenuity Software Technology Co. Ltd, Shanghai
|
|
—
|
|
|
100.0
|
|
|
1,400
|
|
|
1,414
|
|
|
29
|
|
Note 16
|
Deferred taxes
|
|
|
|
2018-12-31
|
|
|
|||
|
Deferred
|
|
Deferred
|
|
Change
|
|||
|
tax asset
|
|
tax liability
|
|
Net
|
|||
Significant temporary differences
|
|
|
|
|
|
|||
Capitalized expenditures for developments
|
—
|
|
|
1,743
|
|
|
-1,743
|
|
Concessions, patents, licenses
|
—
|
|
|
44,007
|
|
|
-44,007
|
|
Equipment
|
—
|
|
|
5,384
|
|
|
-5,384
|
|
Tax-rebate related to acquisition of assets
|
49,611
|
|
|
—
|
|
|
49,611
|
|
Deferred tax asset/liability
|
49,611
|
|
|
51,134
|
|
|
(1,523
|
)
|
|
|
|
2018-12-31
|
|
|
|||
|
Carrying
|
|
|
|
Temporary
|
|||
|
amount
|
|
Tax base
|
|
difference
|
|||
Significant temporary differences attributable to deferred tax asset
|
|
|
|
|
|
|||
Tax-rebate related to acquisition of assets
|
49,611
|
|
|
—
|
|
|
-49,611
|
|
|
49,611
|
|
|
—
|
|
|
-49,611
|
|
Significant temporary differences attributable to deferred tax liability
|
|
|
|
|
|
|||
Capitalized expenditures for developments
|
8,328
|
|
|
—
|
|
|
8,328
|
|
Concessions, patents, licenses
|
210,557
|
|
|
—
|
|
|
210,557
|
|
Equipment
|
25,568
|
|
|
—
|
|
|
25,568
|
|
|
244,453
|
|
|
—
|
|
|
244,453
|
|
|
|
|
2017-12-31
|
|
|
|||
|
Deferred
|
|
Deferred
|
|
|
|||
|
tax asset
|
|
tax liability
|
|
Net
|
|||
Significant temporary differences
|
|
|
|
|
|
|||
Capitalized expenditures for developments
|
—
|
|
|
2,182
|
|
|
-2,182
|
|
Concessions, patents, licenses
|
—
|
|
|
55,009
|
|
|
-55,009
|
|
Equipment
|
—
|
|
|
5,238
|
|
|
-5,238
|
|
Tax-rebate related to acquisition of assets
|
62,429
|
|
|
—
|
|
|
62,429
|
|
Deferred tax asset/liability
|
62,429
|
|
|
62,429
|
|
|
—
|
|
|
|
|
|
|||||
|
|
|
2017-12-31
|
|
|
|||
|
Carrying
|
|
|
|
Temporary
|
|||
|
amount
|
|
Tax base
|
|
difference
|
|||
Significant temporary differences attributable to deferred tax asset
|
|
|
|
|
|
|||
Tax-rebate related to acquisition of assets
|
62,429
|
|
|
—
|
|
|
-62,429
|
|
|
62,429
|
|
|
—
|
|
|
-62,429
|
|
Significant temporary differences attributable to deferred tax liability
|
|
|
|
|
|
|||
Capitalized expenditures for developments
|
9,919
|
|
|
—
|
|
|
9,919
|
|
Concessions, patents, licenses
|
250,037
|
|
|
—
|
|
|
250,037
|
|
Equipment
|
23,811
|
|
|
—
|
|
|
23,811
|
|
|
283,767
|
|
|
—
|
|
|
283,767
|
|
Note 17
|
Other long-term receivables
|
|
31 December 2018
|
|
31 December 2017
|
||
Accumulated acquisition costs
|
|
|
|
||
At the beginning of the year
|
8,520
|
|
|
—
|
|
Paid rental deposit
|
7,409
|
|
|
8,520
|
|
Repaid rental deposit
|
(671
|
)
|
|
—
|
|
Translation differences during the year
|
121
|
|
|
—
|
|
At the end of the year
|
15,379
|
|
|
8,520
|
|
Carrying amount at the end of the year
|
15,379
|
|
|
8,520
|
|
Note 18
|
Prepaid expenses and accrued income
|
|
31 December 2018
|
|
31 December 2017
|
||
Prepaid services according to supplier agreements
|
92,226
|
|
|
73,243
|
|
Prepaid rent
|
5,782
|
|
|
5,253
|
|
Accrued income
|
5,156
|
|
|
4,105
|
|
Other items
|
1,092
|
|
|
11,336
|
|
|
104,256
|
|
|
93,937
|
|
Note 19
|
Number of shares and quotient value
|
|
31 December 2018
|
|
31 December 2017
|
||
Ordinary shares:
|
|
|
|
||
Number of shares
|
500,000
|
|
|
500,000
|
|
Quotient value
|
1
|
|
|
1
|
|
Note 20
|
Accrued expenses and deferred income
|
|
31 December 2018
|
|
31 December 2017
|
||
Accrued personnel expenses
|
62,410
|
|
|
32,631
|
|
Accrued consultant expenses
|
14,249
|
|
|
14,447
|
|
Prepaid revenue
|
5,801
|
|
|
4,498
|
|
Other items
|
7,194
|
|
|
18,365
|
|
|
89,654
|
|
|
69,941
|
|
Note 21
|
Cash equivalents
|
|
31 December 2018
|
|
31 December 2017
|
||
The following sub-components are included in cash equivalents:
|
|
|
|
||
Bank balance
|
498,020
|
|
|
384,136
|
|
|
498,020
|
|
|
384,136
|
|
Note 22
|
Other disclosures to the cash flow statement
|
|
1 January 2018-
|
|
18 April 2017-
|
||
|
31 December 2018
|
|
31 December 2017
|
||
Depreciation and amortization
|
92,246
|
|
|
46,931
|
|
Unrealized exchange rate differences
|
678
|
|
|
(1,867
|
)
|
Capital gain/loss on sale of non-current assets
|
137
|
|
|
-
|
|
|
93,061
|
|
|
45 064
|
|
|
31 December 2018
|
|
31 December 2017
|
||
Intangible assets
|
—
|
|
|
292,425
|
|
Property, plant and equipment
|
—
|
|
|
37,166
|
|
Financial assets
|
—
|
|
|
239
|
|
Tax-rebate related to acquisition of assets
|
—
|
|
|
69,293
|
|
Total assets
|
—
|
|
|
399,123
|
|
Deferred tax liability
|
—
|
|
|
69,293
|
|
Operational liabilities
|
—
|
|
|
10,088
|
|
Total provisions and liabilities
|
—
|
|
|
79,381
|
|
Consideration
|
—
|
|
|
319,742
|
|
Deductible: Non-cash issue
|
—
|
|
|
(319,503
|
)
|
Effect on cash and cash balances
|
—
|
|
|
239
|
|
Note 23
|
Information about the business, company, group and formation
|
Note 24
|
Reconciliation between Swedish GAAP and US GAAP
|
|
1 January 2018-
|
|
18 April 2017-
|
||
SEK million
|
31 December 2018
|
|
31 December 2017
|
||
NET LOSS BASED ON SWEDISH GAAP
|
(1,086.0
|
)
|
|
(528.6
|
)
|
Reversal of amortization of Tax Rebate Asset
|
12.8
|
|
|
6.9
|
|
|
|
|
|
||
NET LOSS BASED ON US GAAP
|
(1,073.2
|
)
|
|
(521.7
|
)
|
|
|
|
|
||
SEK million
|
31 December 2018
|
|
31 December 2018
|
||
SHAREHOLDERS’ EQUITY BASED ON SWEDISH GAAP
|
910.1
|
|
|
788.6
|
|
Reversal of amortization of Tax Rebate Asset at the beginning of the year
|
6.9
|
|
|
-
|
|
Reversal of amortization of Tax Rebate Asset during the year
|
12.8
|
|
|
6.9
|
|
Goodwill
|
924.6
|
|
|
924.6
|
|
SHAREHOLDERS’ EQUITY BASED ON US GAAP
|
1,854.4
|
|
|
1,713.2
|
|
Note 25
|
Subsequent events
|
1.
|
Last Date of Employment
|
2.
|
Compensation
|
3.
|
Other Conditions
|
On behalf of Veoneer, Inc.
/s/ Jan Carlson
Jan Carlson
CEO & President
|
The Executive
/s/ Mathias Hermansson
Mathias Hermansson
|
(i)
|
A grant of 25,000 Restricted Stock Units (the “Retention RSUs”), will be made to the Executive on effective date of employment, pursuant to, and subject to the terms and conditions of, the Veoneer Plan. The Retention RSUs will vest on March 1, 2021 (the “Date of Vesting”) provided that the Executive is employed by the company on such date. No part of the Retention RSUs will vest prior to the Date of Vesting other than as provided in Section 5(d) (ii) and Section 5(d) (iii) hereof.
|
(ii)
|
If the employment with the Company terminates prior to the Date of Vesting because of (i) the Executive’s Death, (ii) termination of the employment by the Company without Cause or (iii) termination by the Executive for Good Reason, the Retention RSUs will immediately vest on the earlier of the date of the Executive’s death or effectiveness of the termination of the employment and the Executive or the Executive’s estate, as the case may be, will be entitled to receive, within the following 30-day period, the number of shares of the Company’s common stock that corresponds to the number of Retention RSUs promised to the Executive.
|
(iii)
|
The Retention RSUs shall be immediately vested in full upon the occurrence of a Change in Control of the Company (as defined from time to time in the Veoneer Plan).
|
(iv)
|
If the employment with the Executive terminates other than as provided in Section 5(d) (ii) above, prior to the Date of Vesting or the occurrence of a Change in Control the Retention RSUs shall thereupon expire and the Executive shall not be entitled to receive the shares of the Company’s common stock.
|
If to the Company
:
|
Veoneer Inc.
|
(1)
|
Veoneer Inc., referred to as "the Company";
|
(2)
|
Johan Lofvenholm, referred to as "the Employee"; together referred to as "the Parties".
|
1-
|
Background
|
1.
|
The Employee is employed by the Company pursuant to the terms and conditions outlined in the Employee's employment agreement dated March 21, 2018.
|
2.
|
The Company and the Employee have agreed that the employment of the Employee shall cease on the terms set out in this agreement. This agreement will take effect on October 23, 2018 "the Agreement Effective Date".
|
2-
|
Termination of the Employment
|
1.
|
The Employee's employment with the Company shall cease 6 calendar months after the Agreement Effective Date, "the Termination Date". Any change to be requested by the Employee to apply an earlier termination date due to new employment is subject to the written approval of the Company.
|
3-
|
Compensation
|
1.
|
The Employee shall be entitled to his current monthly salary, pension contribution and other current perquisites until the termination date.
|
2.
|
The Employee shall be entitled to "the Short Term Incentive" in accordance with the Company's policy for the performance year 2018 and until March 31, 2019. The short-term incentive payment does not constitute a basis for any form of pension entitlement or right to vacation pay.
|
3.
|
Not later than one month after the Termination Date, the Company shall pay a lump sum severance payment, "the Severance Payment", equivalent to 18-months of the Executive's base salary as in effect
|
4.
|
The Company shall withhold income tax for all the compensation components and in addition thereto pay any statutory social security charges, as applicable.
|
5.
|
Not later than one month following the Termination Date, the Company shall pay any vacation pay accrued until the Release Date. Any vacation days earned between the Release Date and the Termination Date will be registered as used by the Employee.
|
4-
|
Undertakings
|
1.
|
The Employee has an obligation of loyalty that follows by an employment relationship. Accordingly, the Employee has a duty to be loyal to the Company until the Termination Date and thus carry out, inter all, the remaining tasks and assignments the Employee is instructed to carry out as well as not being engaged in any business competing with the Company or its associated companies.
|
2.
|
The Employee will continue to be bound by the confidentiality undertaking under section 8 of the Employment Agreement. The Employee is thereby not allowed to in any way disclose sensitive or otherwise confidential information regarding the Company or any of its associated companies to any other company or individual not employed by the company or its associated companies. This confidentiality undertaking is not limited in time.
|
3.
|
The Parties agree that the Non-Competition Covenant as described in section 14 of the Executive's employment agreement dated March 21, 2018 becomes operative during the twelve (12) months immediately following the Last Date of Employment and the Company shall pay the Executive compensation as described in section 14 of the employment agreement dated March 21, 2018.
|
5-
|
Other Issues and Final Settlement
|
1.
|
The
Employee participates in Veoneer, Inc. 2018 Stock Incentive Plan and Autoliv Inc. 1997 Stock Incentive Plan ("Incentive Plans"). The Parties agree that the Employee's entitlement under the Incentive Plans will be handled in accordance with the rules and regulations prescribed by the Incentive Plans. The Employee's unexercised stock options, if any, will remain exercisable for three (3) months after the Termination Date or the Early Termination Date or until the expiration date for the options, whichever occurs first.
|
2.
|
The Parties agree that the Employee shall have no priority rights to re-employment.
|
3.
|
The separation between the Employee and the Company is based on mutual trust and the Parties agree that they shall use their best endeavors to act in a fair and considerate way regarding all issues relating to this separation, including internal and external communication and other practical matters that have to be resolved as consequence of separation. The Parties have further agreed to keep the contents of this agreement confidential other than such disclosures that are required to comply with applicable laws.
|
4.
|
On the last working day, March 31, 2019 the Employee shall return the Company all keys, credit cards, documents, mobile phone, laptop computer and all other property the Employee may have in his possession and which belongs to the Company or its associated Companies.
|
5.
|
The Employee
shall resign
from
all board of director or similar directo
r
sh
i
p
in
the Company or
in
any of
the
associated companies
latest
on
the
date
the Emplo
yee
is
released
.
|
6.
|
The Employee
acknowledges
that he has no
claim whatsoever
outs
tanding
aga
i
nst either
the
Company,
its
|
7.
|
Through the
signing of
this
agreement and
fulfillment
of
the
provisions herein, a
ll
unsettled matte
r
s between
the
Parties shall be deemed
to
be
finally
settled and
the Empl
oyee
shall have no
c
laims
against
the
Company or any of
its
associated companies as regards
t
o salary,
vacat
ion
pay,
incentives,
pension contributions,
damages
or otherwise
.
|
6-
|
Governing Law and Disputes
|
On behalf of Veoneer, Inc.
/s/ Jan Carlson
Jan Carlson
CEO & President
|
The Employee
/s/ Johan Löfvenholm
Johan Löfvenholm
|
1.
|
I have reviewed this annual report on Form 10-K of VEONEER, INC.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [Language omitted in accordance with SEC Release No. 34-54942] for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
[Language omitted in accordance with SEC Release No. 34-54942]
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 22, 2019
|
|
/s/ Jan Carlson
|
Jan Carlson
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of VEONEER, INC.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [Language omitted in accordance with SEC Release No. 34-54942] for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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[Language omitted in accordance with SEC Release No. 34-54942]
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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February 22, 2019
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/s/ Mathias Hermansson
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Mathias Hermansson
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jan Carlson
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Jan Carlson
|
President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mathias Hermansson
|
Mathias Hermansson
|
Chief Financial Officer
|