UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2018
Autoliv, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-12933 |
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51-0378542 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
Klarabergsviadukten 70, Section B, 7th Floor,
Box 70381,
SE-107 24, Stockholm, Sweden
(Address and Zip Code of principal executive offices)
+46 8 587 20 600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 30, 2018, Autoliv, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter of 2017. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This press release contains certain references to financial measures identified as “organic sales,” “operating margin (excluding certain costs),” “operating working capital,” “adjusted EPS,” “net debt,” “cash flow before financing” and “leverage ratio,” all of which are adjustments from comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP). These financial measures, as used herein, differ from financial measures reported under GAAP, and management believes that these financial presentations provide useful supplemental information, which is important to a proper understanding by investors of the Company’s core business results. These presentations should not be viewed as a substitute for results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP financial measures presented by other companies. For an explanation of the reasons why management uses these figures, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 23, 2017.
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Item 7.01 |
Regulation FD Disclosure |
On January 30, 2018, the Company issued a press release announcing its financial results for the fourth quarter of 2017. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Form 8-K and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 8.01 |
Other Events. |
On January 26, 2018, the Company issued a press release announcing a one-time, non-cash, goodwill impairment charge and expected one-time costs related to the previously announced planned spin-off and listing of its Electronics business as a stand-alone company. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
On January 29, 2018, the Company issued a press release announcing that the name of its Electronics business that the Company plans to spin-off as a stand-alone company will be “Veoneer.” A copy of the press release is filed as Exhibit 99.3 to this report and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
(d) EXHIBITS
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99.1 |
Press Release of Autoliv, Inc. dated January 30, 2018. |
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99.2 |
Press Release of Autoliv, Inc. dated January 26, 2018 |
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99.3 |
Press Release of Autoliv, Inc. dated January 29, 2018 |
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Autoliv, Inc. dated January 30, 2018.
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99.2 |
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Press Release of Autoliv, Inc. dated January 26, 2018.
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99.3 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AUTOLIV, INC. |
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By: |
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/s/ Lars A. Sjöbring |
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Name: |
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Lars A. Sjöbring |
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Title: |
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Group Vice President for Legal Affairs, |
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General Counsel and Secretary |
Date: January 30, 2018