8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2020

Autoliv, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12933	51-0378542
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

Klarabergsviadukten 70, Section B, 7^th^ 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

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

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, $1.00 par value	ALV	New York Stock Exchange

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.  ☐

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, Autoliv, Inc. (the “Company”) and its subsidiary Autoliv AB are parties to an existing revolving credit facility agreement with 14 banks, dated June 23, 2010, as amended (the “Revolving Credit Facility”). The Revolving Credit Facility consists of a $1.1 billion senior unsecured revolving credit facility, which matures in July 2023. The material terms of the Revolving Credit Facility are described under “Item 8. Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 14. Debt and Credit Agreements– Credit Facilities” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2020, which is incorporated herein by reference.

On April 2, 2020, the Company announced a commitment to draw down the remaining $600 million in principal amount under the Revolving Credit Facility. The Company previously drew down $500 million under the Revolving Credit Facility on Marcy 19, 2020. Following the draw down of the $600 million, the Company’s current cash balance is approximately $1.4 billion. The current interest rate for the borrowing under the Revolving Credit Facility is 1.450250%.

Item 8.01.	Other Events.

On April 2, 2020, the Company issued a press release to announce proactive measures in response to the coronavirus (COVID-19) pandemic. The Company announced that its full year 2020 financial guidance that was previously issued has been withdrawn until the full effects of COVID-19 can better be assessed. Additionally, the Company cancelled the previously announced second quarter dividend that was scheduled for payment on June 4, 2020 and suspended its quarterly dividend to preserve cash and maintain flexibility given the highly uncertain environment.

Furthermore, the Company’s executive officers and Board members have voluntarily reduced their pay. The executive officers have reduced their base salaries by 20% for the second quarter 2020 while the Board members have reduced their annual base retainer by 20% for the second quarter.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Supplemental Risk Factor

In addition, the Company is supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, with the following risk factor:

We face risks related to the novel coronavirus (COVID-19) pandemic that could adversely affect our business and financial performance

The COVID-19 pandemic has disrupted, and may continue to disrupt, the global automotive industry and customer sales. production volumes and purchases of light vehicles by end-consumers. The spread of COVID-19 has created a disruption in the manufacturing, delivery and overall supply chain of automobile manufacturers and suppliers. Global vehicle production has decreased significantly and some vehicle manufacturers have completely shutdown manufacturing operations in some countries and regions, including the United States and Europe. As a result, we have experienced, and may continue to experience, delays in the production and distribution of our products and the loss of sales and customers. If the global economic effects caused by the pandemic continue or increase, overall customer demand may continue to decrease which could have a material and adverse effect on our business, results of operation, and financial

condition. In addition, if a significant portion of our workforce or our customers’ workforce are affected by COVID-19 either directly or due to government closures or otherwise, associated work stoppages or facility closures would halt or delay production. The extent of the effect of the pandemic on us, our customers, our supply chain and our business cannot be assessed at this time. We may continue to experience the effects of the pandemic even after it has waned, and our business, results of operations and financial condition could continue to be affected.

Item 9.01.	Financial Statements and Exhibits.

(d) EXHIBITS

99.1	Press Release of Autoliv, Inc. dated April 2, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit<br> <br>No.		Description
	99.1	Press Release of Autoliv, Inc. dated April 2, 2020.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

AUTOLIV, INC.
By:	/s/ Anthony J. Nellis
Name:	Anthony J. Nellis
Title:	Executive Vice President, Legal Affairs and General Counsel

Date: April 2, 2020

EX-99.1

Exhibit 99.1

PRESS RELEASE

Autoliv withdraws 2020 guidance and cancels its dividend until COVID-19 pandemiceffects can be better assessed

Autoliv is well-positioned to navigate auto industry downturn

(Stockholm, Sweden, April 2, 2020) – Autoliv, Inc.(NYSE: ALV and SSE: ALIVsdb), the worldwide leader in vehicle safety systems, today announces additional actions to manage the auto industry downturn caused by the COVID-19 pandemic. Since Autoliv’s March19^th^ press release, additional actions include:

•	Withdrawing the full year 2020 guidance until the effects of theCOVID-19 pandemic can be better assessed;
•	Cancelling the dividend scheduled for June 4, 2020 and suspending future dividends although the Board ofDirectors will review such suspension on a quarterly basis; and
---	---
•	Drawing down $600 million of cash on our existing credit line.
---	---
•	Executives voluntarily reducing their base salaries by 20% for Q2 2020 andnon-Employee Board members reducing annual base retainer by 20% for Q2 2020.
---	---

“Today we announce a number of additional actions taken by the Company to continue to manage the effects brought on by the COVID-19 pandemic,” says Mikael Bratt, President and CEO. “The health and safety of our employees continues to be our top priority. We will continue to evaluate the changing environment and are prepared to do what is necessary to get us through this humanitarian and economic crisis to secure an even stronger company when the crisis is over.”

Autoliv withdraws its 2020 guidance

The rapidly evolving pandemic has upended the auto industry and customer projects for 2020. Autoliv is also navigating the same challenges other companies are facing in predicting the overall impact the pandemic will have on the auto industry this year. Given the current environment, the Company is withdrawing our previously issued 2020 guidance.

Autoliv’s liquidity and management actions position us to manage the challenging months ahead

As outlined below, the Company is decisively managing the situation by strengthening its liquidity position and control costs and spending.

Dividend: The Company has decided to cancel the previously announced second quarter dividend that was scheduled for payment on June 4, 2020. The Board of Directors believes that Autoliv has a robust position in terms of both capital and liquidity but cancelling the dividend is in the best interests of the Company to preserve cash and maintain flexibility given the highly uncertain environment. The Company will also suspend its quarterly dividends but the Board of Directors remains committed to returning value to shareholders and will review future dividends and stock buybacks in line with past practice on a quarterly basis.

Fully-Drawn on Credit Facility: To further secure a strong liquidity position, the Company has drawn the remaining $600 million of its existing committed $1.1 billion on its Revolving Credit Facility (the “Facility”). As previously announced, the Company drew $500 million of the Facility on March 19, 2020. By drawing fully on the Facility, the Company’s current cash balance is approximately $1.4 billion. The Company believes a strong cash position will maximize our ability to navigate the challenging market.

Autoliv Inc.

Box 70381, 107 24 Stockholm, Sweden

Visiting address: World Trade Center,

Klarabergsviadukten 70, B7, 111 64 Stockholm

Capital Expenditure and Working Capital: The Company’s capital expenditure plans are reviewed with the ambition to reduce spend in 2020, which is heavily dependent on our customers’ launch schedules and activities. Working capital is being optimized through strict inventory control, close monitoring of receivables, and close collaboration with our suppliers. Since the beginning of the year, Autoliv has had in place a supply chain financing program. This program facilitates the Company’s relationship with its key suppliers and provides for potential working capital benefits.

Management Actions: The situation for each customer, plant and country in which Autoliv operates is closely monitored and updated on a daily basis. Information collection, flexibility and agility are keys to designing optimal measures to adapt to a rapidly changing situation. The Company’s actions to mitigate the effects of lower business activity include, as previously communicated, expanding our existing structural efficiency program, balancing our labor force and the sourcing of direct materials, and suspending all discretionary spending that is not critical to our daily operations. All divisions and functions are planning and implementing cost reduction actions and our cash position is monitored on a daily basis. Autoliv has and intends to continue to adhere to our commitments to our customers and suppliers.

Executive and Board Pay Reductions: Acknowledging the difficult times for our employees, our executive officers and non-employee Board members have voluntarily reduced their pay. The Executive officers have reduced their base salaries by 20% for Q2 2020. The non-employee Board members have reduced their annual base retainer by 20% for Q2 2020. These cost savings will contribute to the other actions being taken to manage the business over several months of reduced customer demand.

Autoliv adjusts its production

Autoliv continues to adjust its production in response the current situation, including temporarily closing some of its own plants in compliance with local government requirements and recommendations and to align with the shutdowns of customer production facilities.

In China, our operations have gradually recovered to around 90% compared to this time last year. The production recovery has been in balance with customer demand recovery since mid-February. In South Korea, Indonesia and Japan, the majority of the Company’s plants are currently operating relatively close to planned output.

In Europe, the Americas, India, Malaysia and the Philippines, almost all of the Company’s plants are currently closed. This is in line with our customers plant closures. Most customer plant closures are currently planned to be between two weeks and one month, though we expect some plant closures to be extended.

Autoliv is working on securing the supply chain as well as continuing the appropriate health measures required to ensure the safety of its employees so it is prepared to resume operations of its plants when customer plants are re-opened.

Inquiries:

Investors & Analysts: Anders Trapp, Investor Relations, Tel +46 (0)8 587 206 71

Investors & Analysts: Henrik Kaar, Investor Relations, Tel +46 (0)8 587 206 14

Corporate Communications: Marja Huotari, Tel +46 (0)709 578 135

This information is information that Autoliv, Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted forpublication, through the contact person set out above, at 1X.00 CET on April 2, 2020.

Autoliv Inc.

Box 70381, 107 24 Stockholm

111 64 Stockholm, Sweden

Visiting address: World Trade Center,

Klarabergsviadukten 70, B7, 111 64 Stockholm

Phone: +46 (0)8 58720650

E-mail: stina.thorman@autoliv.com

About Autoliv

Autoliv, Inc. is the worldwide leader in vehicle safety systems, and through our subsidiaries we develop, manufacture and market protective systems, such asairbags, seatbelts, steering wheels and pedestrian protection systems for all major automotive manufacturers in the world. Our products save over 30,000 lives each year and prevent ten times as many severe injuries.

Our more than 65,000 associates in 27 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. Wehave 14 technical centers, with 20 test tracks. Sales in 2019 amounted to US $ 8,548 million. The shares are listed on the New York Stock Exchange (NYSE: ALV) and the Swedish Depository Receipts on Nasdaq Stockholm (ALIV sdb). For moreinformation go to www.autoliv.com.

Safe Harbor Statement

This release contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon ourcurrent expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that suchforward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements todiffer materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “estimates”,“expects”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “may”, “likely”, “might”, “would”, “should”, “could”, orthe negative of these terms and other comparable terminology, although not all forward-looking statements contain such words. Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from thoseset out in the forward-looking statements for a variety of reasons, including without limitation, general economic conditions; the impacts of the coronavirus (COVID-19) on the Company’s financialcondition and business operations; changes in light vehicle production; fluctuation in vehicle production schedules for which the Company is a supplier, changes in general industry and market conditions or regional growth or decline; changes in andthe successful execution of our capacity alignment, restructuring and cost reduction initiatives and the market reaction thereto; loss of business from increased competition; higher raw material, fuel and energy costs; changes in consumer andcustomer preferences for end products; customer losses; changes in regulatory conditions; customer bankruptcies, consolidations, or restructurings or divestiture of customer brands; unfavorable fluctuations in currencies or interest rates among thevarious jurisdictions in which we operate; component shortages; market acceptance of our new products; costs or difficulties related to the integration of any new or acquired businesses and technologies; continued uncertainty in pricing negotiationswith customers; successful integration of acquisitions and operations of joint ventures; successful implementation of strategic partnerships and collaborations; our ability to be awarded new business; product liability, warranty and recall claimsand investigations and other litigation and customer reactions thereto; (including the resolution of the Toyota recall); higher expenses for our pension and other postretirement benefits, including higher funding needs for our pension plans; workstoppages or other labor issues; possible adverse results of pending or future litigation or infringement claims; our ability to protect our intellectual property rights; negative impacts of antitrust investigations or other governmentalinvestigations and associated litigation relating to the conduct of our business; tax assessments by governmental authorities and changes in our effective tax rate; dependence on key personnel; legislative or regulatory changes impacting or limitingour business; political conditions; dependence on and relationships with customers and suppliers; and other risks and uncertainties identified under the headings “Risk Factors” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” in our Annual Reports and Quarterly Reports on Forms 10-K and 10-Q and any amendments thereto. For anyforward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to updatepublicly or revise any forward-looking statements in light of new information or future events, except as required by law.

Autoliv Inc.

Box 70381, 107 24 Stockholm

111 64 Stockholm, Sweden

Visiting address: World Trade Center,

Klarabergsviadukten 70, B7, 111 64 Stockholm

Phone: +46 (0)8 58720650

E-mail: stina.thorman@autoliv.com