0001193125-18-210717.txt : 20180702 0001193125-18-210717.hdr.sgml : 20180702 20180702092811 ACCESSION NUMBER: 0001193125-18-210717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 32 CONFORMED PERIOD OF REPORT: 20180628 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Veoneer, Inc. CENTRAL INDEX KEY: 0001733186 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 823720890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 18931318 BUSINESS ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-223-0600 MAIL ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 8-K 1 d835049d8k.htm 8-K 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): June 28, 2018

 

 

Veoneer, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38471   82-3720890

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Klarabergsviadukten 70, Section C, 6th Floor SE-111 64

Box 13089, SE-10302

Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 527 762 00

(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))

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 1.01 Entry into a Material Definitive Agreement.

On June 28, 2018, Veoneer, Inc. (“Veoneer” or the “Company”) entered into several agreements with Autoliv, Inc. (“Autoliv”) in connection with the previously announced spin-off of Veoneer from Autoliv (the “spin-off”), including the following:

 

    Distribution Agreement (the “Distribution Agreement”)

 

    Employee Matters Agreement

 

    Tax Matters Agreement

 

    Amended and Restated Master Transition Services Agreement

A summary of certain material features of these agreements can be found in the section entitled “Certain Relationships and Related Persons Transactions” in Veoneer’s Information Statement dated June 8, 2018 (the “Information Statement”), which is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement and the Amended and Restated Master Transition Services Agreement, copies of which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Item 2.01 Completion of the Acquisition or Disposition of Assets.

Effective on June 29, 2018, pursuant to the Distribution Agreement, Autoliv completed the spin-off through the distribution by Autoliv of all of the outstanding shares of common stock of Veoneer to Autoliv stockholders in a tax-free, pro rata distribution. Each Autoliv stockholder as of the close of business on June 12, 2018, the common stock record date, and Autoliv Swedish Depository Receipt (“SDR”) holder as of the close of business on July 2, 2018, the SDR record date, received one share of Veoneer common stock or one Veoneer SDR for every one share of Autoliv common stock or SDR held by such person on the applicable record date.

Veoneer is now an independent public company, and on July 2, 2018, Veoneer’s common stock began regular-way trading on the New York Stock Exchange under the symbol “VNE” and its SDRs began trading on Nasdaq Stockholm under the symbol “VNE SDB.” Autoliv distributed a total of approximately 87 million shares of Veoneer common stock to the Autoliv stockholders as of the close of business on the record date.

 

Item 5.01 Changes in Control of Registrant.

The spin-off described in the Information Statement was consummated on June 29, 2018.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Veoneer Board of Directors

Prior to the spin-off, the board of directors of Veoneer (the “Board”) consisted of Jan Carlson, James M. Ringler, Aaron Schaal, Johan Löfvenholm and Mathias Hermansson. In connection with the spin-off, Mr. Schaal, Mr. Löfvenholm and Mr. Hermansson resigned from the Board and Robert W. Alspaugh, Kazuhiko Sakamoto, Wolfgang Ziebart, Mary Cummings, Mark Durcan and Jonas Synnergren were appointed to the Board. The Board currently consists of Jan Carlson, Robert W. Alspaugh, James M. Ringler, Kazuhiko Sakamoto, Wolfgang Ziebart, Mary Cummings, Mark Durcan and Jonas Synnergren. Biographical information for each of the current directors can be found in the Information Statement under the section entitled “Management” which is incorporated herein by reference.

Veoneer Executive Officers

In connection with the spin-off, the appointments of Jan Carlson as Chief Executive Officer of Veoneer and Johan Löfvenholm as Chief Operating Officer of Veoneer became effective. Mathias Hermansson will continue to serve as Chief Financial Officer and Executive Vice President, Financial Affairs of Veoneer. Biographical information for Mr. Carlson, Mr. Hermansson and Mr. Löfvenholm can be found in the Information Statement under the section entitled “Management,” which is incorporated herein by reference.

Agreements with Directors and Officers

The employment agreements of Jan Carlson, Chief Executive Officer of Veoneer, Johan Löfvenholm, Chief Operating Officer of Veoneer, Thomas Jönsson, Executive Vice President, Communications and Investor Relations of Veoneer, and Lars Sjöbring, Executive Vice President, Legal Affairs, General Counsel and Secretary of Veoneer became effective in connection with the spin-off. Mathias Hermansson entered into an employment agreement with Autoliv in connection with his commencement of employment, which agreement has been transferred to Veoneer. A summary of the terms of each of these agreements is included in the section of the Information Statement entitled “Veoneer’s Anticipated Compensation Programs,” which is incorporated herein by reference. These summaries do not purport to be complete and are qualified in their entirety by reference to the full text of each employment agreement, which are filed as Exhibits 10.4, 10.6, 10.8, 10.10 and 10.11, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

The change-in-control severance agreements of Mr. Carlson, Mr. Sjöbring and Mr. Löfvenholm became effective in connection with the spin-off. A summary of the terms of each of these change-in-control severance agreements is included in the section of the Information Statement entitled “Veoneer’s Anticipated Compensation Programs,” which is incorporated herein by reference. These summaries do not purport to be complete and are qualified in their entirety by reference to the full text of each change-in-control severance agreement, which are filed as Exhibits 10.5, 10.7, and 10.9, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Each of Veoneer’s executive officers and directors entered into an indemnification agreement with Veoneer, effective at the time of the spin-off. These agreements require Veoneer to indemnify its directors and executive officers to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Such agreements set forth the procedures and conditions for obtaining such indemnification or advancement of expenses. This summary does not


purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is filed as Exhibit 10.12, to this Current Report on Form 8-K, and incorporated herein by reference.

Veoneer 2018 Stock Incentive Plan

In connection with the spin-off, the Veoneer, Inc. 2018 Stock Incentive Plan (the “Incentive Plan”) became effective. A summary of the principal terms of the Stock Incentive Plan is set forth in the section of the Information Statement entitled “2018 Stock Incentive Plan,” which summary is incorporated herein by reference. The summary of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and is incorporated herein by reference.

Veoneer Non-Qualified Retirement Savings Plan

In connection with the spin-off, Veoneer adopted the Veoneer Non-Qualified Retirement Savings Plan (the “Non-Qualified Plan”), effective July 1, 2018. Pursuant to the Non-Qualified Plan, eligible participants, including certain executive officers, may elect to defer a stated percentage of their compensation for each plan year, as determined by the administrative committee of the plan; provided, however, the amount deferred may not exceed 25% of a participant’s compensation. Earnings (and losses) are credited to participants’ accounts based on participant choices between various investment options and the rate of return determined by the administrative committee of the plan. Participants are eligible to receive matching contributions equal to 80% of their deferred amounts. Deferred amounts in excess of 7% of the participant’s compensation are not eligible for matching contributions. The Company may credit “non-elective contributions” to a participant’s account of one or more in such amounts as determined by the Board in its sole discretion. Participants are always 100% vested in their deferred amounts and earnings thereon; provided, however, matching contributions and earnings thereon in a participant’s account are subject to forfeiture if the participant is determined by the Board to have stolen Company assets, violated the Company’s Business Conduct Policy or disclosed confidential business or technical information of the Company to unauthorized third parties. The summary of the Non-Qualified Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Non-Qualified Plan, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2018, the Restated Certificate of Incorporation of Veoneer (the “Certificate of Incorporation”) and the Amended and Restated Bylaws of Veoneer (the “Bylaws”) became effective. A summary of the principal terms of the Certificate of Incorporation and Bylaws is set forth in the section of the Information Statement entitled “Description of Capital Stock,” which is incorporated herein by reference. The summary of the Certificate of Incorporation and the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation and the Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.


Item 5.05 Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the spin-off, the Company’s previously adopted Code of Conduct and Ethics for Senior Officers and Code of Conduct and Ethics for Directors became effective. These policies are available in the “Governance” section of Veoneer’s website.

 

Item 8.01 Other Events.

In connection with the distribution, the Company’s previously adopted Corporate Governance Guidelines became effective. The Corporate Governance Guidelines are available in the “Governance” section of Veoneer’s website.

On July 2, 2018, the Company issued a press release announcing the completion of the spin-off and the start of Veoneer’s operations as an independent company. A copy of the press release is attached hereto as Exhibit 99.2.

 

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

 

  2.1    Distribution Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
  3.1    Amended and Restated Certificate of Incorporation of Veoneer, Inc.
  3.2    Amended and Restated Bylaws of Veoneer, Inc.
10.1    Employee Matters Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
10.2    Tax Matters Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
10.3    Amended and Restated Master Transition Services Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
10.4    Employment Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Jan Carlson, incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.5    Severance Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Jan Carlson, incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.6    Employment Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Johan Löfvenholm, incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.7    Change-in-Control Severance Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Johan Löfvenholm, incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.8    Employment Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Lars Sjöbring, incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.9    Change-in-Control Severance Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Lars Sjöbring, incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).


10.10    Employment Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Thomas Jönsson, incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.11    Employment Agreement, effective as of December 20, 2017, by and between Veoneer, Inc. and Mathias Hermansson, incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.12    Form of Indemnification Agreement between Veoneer, Inc. and its officers and directors.
99.1    Information Statement of Veoneer, Inc. dated as of June 8, 2018.
99.2    Press Release dated July 2, 2018.


EXHIBIT INDEX

 

Exhibit

No.

   Description
  2.1    Distribution Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
  3.1    Amended and Restated Certificate of Incorporation of Veoneer, Inc.
  3.2    Amended and Restated Bylaws of Veoneer, Inc.
10.1    Employee Matters Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
10.2    Tax Matters Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
10.3    Amended and Restated Master Transition Services Agreement, dated June 28, 2018, between Veoneer, Inc. and Autoliv, Inc.
10.4    Employment Agreement, effective as of June  29, 2018, by and between Veoneer, Inc. and Jan Carlson, incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May  21, 2018).
10.5    Severance Agreement, effective as of June  29, 2018, by and between Veoneer, Inc. and Jan Carlson, incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May  21, 2018).
10.6    Employment Agreement, effective as of June  29, 2018, by and between Veoneer, Inc. and Johan Löfvenholm, incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10 (File No.  001-38471, filing date May 21, 2018).
10.7    Change-in-Control  Severance Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Johan Löfvenholm, incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.8    Employment Agreement, effective as of June  29, 2018, by and between Veoneer, Inc. and Lars Sjöbring, incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form 10 (File No.  001-38471, filing date May 21, 2018).
10.9    Change-in-Control Severance Agreement, effective as of June 29, 2018, by and between Veoneer, Inc. and Lars Sjöbring, incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.10    Employment Agreement, effective as of June  29, 2018, by and between Veoneer, Inc. and Thomas Jönsson, incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10 (File No.  001-38471, filing date May 21, 2018).
10.11    Employment Agreement, effective as of December 20, 2017, by and between Veoneer, Inc. and Mathias Hermansson, incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 (File No. 001-38471, filing date May 21, 2018).
10.12    Form of Indemnification Agreement between Veoneer, Inc. and its officers and directors.
99.1    Information Statement of Veoneer, Inc. dated as of June 8, 2018
99.2    Press Release dated July 2, 2018


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.

 

VEONEER, INC.
By:  

/s/ Lars A. Sjöbring

Name:   Lars A. Sjöbring
Title:   Executive Vice President, Legal Affairs, General Counsel and Secretary

Date: July 2, 2018

EX-2.1 2 d835049dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

DISTRIBUTION AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF JUNE 28, 2018


TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

     1  

1.1

  Definitions      1  

1.2

  Interpretation      8  

ARTICLE II INTERNAL RESTRUCTURING

     9  

ARTICLE III COMPLETION OF THE DISTRIBUTION

     9  

3.1

  Actions Prior to the Distribution      9  

3.2

  Effecting the Distribution      10  

3.3

  Conditions to the Distribution      11  

3.4

  Sole Discretion      13  

ARTICLE IV DISPUTE RESOLUTION

     13  

4.1

  General Provisions      13  

4.2

  Negotiation by Senior Executives      14  

4.3

  Required Mediation      14  

4.4

  Binding Arbitration      15  

4.5

  Interim Equitable Relief      16  

4.6

  Counsel for Disputes      16  

ARTICLE V MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE

     17  

5.1

  Release of Claims Prior to Distribution      17  

5.2

  Indemnification by Autoliv      18  

5.3

  Indemnification by Veoneer      19  

5.4

  Procedures for Indemnification      20  

5.5

  Additional Matters      22  

5.6

  Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation      22  

5.7

  Survival of Indemnities      23  

5.8

  Right of Contribution      24  

5.9

  Covenant Not to Sue (Liabilities and Indemnity)      24  

5.10

  No Impact on Third Parties      24  

5.11

  No Cross-Claims or Third Party Claims      24  

5.12

  Severability      25  

5.13

  Specified Ancillary Agreements      25  

5.14

  Exclusivity      25  

5.15

  Cooperation      25  

5.16

  Product Liability, Warranty and Recall Claims and Insurance Coverage      27  

5.17

  Other Insurance Matters      29  

ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY

     30  

6.1

  Agreement for Exchange of Information      30  

6.2

  Ownership of Information      30  

6.3

  Compensation for Providing Information      31  

6.4

  Record Retention      31  

6.5

  Limitations of Liability      32  

6.6

  Other Agreements Providing for Exchange of Information      32  

6.7

  Auditors and Audits      32  

 

i


6.8

  Privileged Matters      33  

6.9

  Confidentiality      35  

6.10

  Protective Arrangements      37  

ARTICLE VII FURTHER ASSURANCES AND ADDITIONAL COVENANTS

     37  

7.1

  Further Assurances      37  

7.2

  Performance      37  

7.3

  No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities      38  

7.4

  Mail Forwarding      38  

7.5

  Non-Solicitation Covenant      38  

7.6

  Order of Precedence      39  

ARTICLE VIII TERMINATION

     39  

8.1

  Termination      39  

8.2

  Effect of Termination      39  

ARTICLE IX MISCELLANEOUS

     39  

9.1

  Counterparts; Entire Agreement; Corporate Power      39  

9.2

  Governing Law      40  

9.3

  Assignability      40  

9.4

  Third Party Beneficiaries      40  

9.5

  Notices      41  

9.6

  Severability      41  

9.7

  Force Majeure      41  

9.8

  Expenses      42  

9.9

  Headings      42  

9.10

  Survival of Covenants      42  

9.11

  Waivers of Default      42  

9.12

  Specific Performance      42  

9.13

  Amendments      42  

9.14

  Construction      43  

9.15

  Limited Liability      43  

9.16

  Exclusivity of Tax Matters Agreement      43  

9.17

  Limitations of Liability      43  

Exhibits

Exhibit A    Master Transfer Agreement
Exhibit B    Employee Matters Agreement
Exhibit C    Tax Matters Agreement
Exhibit D    Amended and Restated Master Transition Services Agreement

 

ii


DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT, dated as of June 28, 2018 (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS:

WHEREAS, Autoliv owns 100% of the shares of common stock, par value $1.00 per share, of Veoneer (the “Veoneer Common Stock”);

WHEREAS, Autoliv and Veoneer entered into a Master Transfer Agreement, effective as of April 1, 2018 (the “Master Transfer Agreement”), which is attached hereto as Exhibit A, pursuant to which on or prior to April 1, 2018 (the “Restructuring Date”), Autoliv and its Subsidiaries entered into a series of transactions to separate the Veoneer Business from the Autoliv Business so that, as of the Restructuring Date, the Veoneer Business was held and operated by members of the Veoneer Group and the Autoliv Business was held and operated by members of the Autoliv Group (the “Restructuring”);

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined after careful review and consideration that it is appropriate, desirable and in the best interests of Autoliv and its stockholders to separate Veoneer into a separate, publicly traded company;

WHEREAS, in order to effect the separation, the Autoliv Board has determined that it is appropriate, desirable and in the best interests of Autoliv and its stockholders for Autoliv to distribute to the holders of the Autoliv Common Stock (as defined herein), on a pro rata basis (in each case without consideration being paid by such stockholders), all of the outstanding shares of Veoneer Common Stock (with the holders of Swedish Depository Receipts representing shares of Autoliv Common Stock receiving Swedish Depository Receipts representing shares of Veoneer Common Stock) (the “Distribution”);

WHEREAS, the Parties intend that the Distribution will qualify as a tax-free distribution within the meaning of Sections 368(a)(1)(D) and 355 of the Code, and qualify as a tax-free distribution under the Lex-ASEA rules in Sweden; and

WHEREAS, each of the Parties has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters following the Distribution Effective Time.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings; provided, however, terms used in this Agreement that are not defined herein shall have the meanings set forth in the Master Transfer Agreement:

 

1


Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or in any arbitration or mediation.

Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise.

Agreement” has the meaning set forth in the Preamble.

Amended and Restated Master Transition Services Agreement” means that certain Amended and Restated Master Transition Services Agreement by and between Autoliv and Veoneer, in substantially the form attached hereto as Exhibit D.

Amended Financial Report” has the meaning set forth in Section 6.7(b).

Ancillary Agreements” means, collectively, the various Contracts, resolutions and other documents entered into by the Parties or the members of their respective Groups (but to which no Third Party is a party) in connection with the Restructuring, the Distribution and the other transactions contemplated hereby, including the Master Transfer Agreement, the Master Transition Services Agreement, the Amended and Restated Master Transition Services Agreement, the Employee Matters Agreement and the Tax Matters Agreement.

Arbitration Act” has the meaning set forth in Section 4.1(a).

Arbitration Demand Notice” has the meaning set forth in Section 4.4(a).

Autoliv” has the meaning set forth in the Preamble.

Autoliv Board” has the meaning set forth in the Recitals.

Autoliv Common Stock” means the shares of common stock, par value $1.00, of Autoliv.

Autoliv Custodian” means Skandinaviska Enskilda Banken AB (publ), as the custodian for the Autoliv SDRs.

Autoliv Group” means, immediately after the Restructuring Effective Time, (i) Autoliv and (ii) each Subsidiary of Autoliv (other than any Subsidiary that is a member of the Veoneer Group).

Autoliv Indemnitees” has the meaning set forth in Section 5.3.

Autoliv Liabilities” means the “Autoliv Liabilities” as set forth in the Master Transfer Agreement, as amended by Section 5.16 of this Agreement.

 

2


Autoliv SDRs” means the Swedish Depository Receipts of Autoliv, issued pursuant to the General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc., dated April 28, 1997, as amended on April 17, 1998, February 2, 1999, February 8, 2008, June 2011, November 21, 2011, March 23, 2016 and May 30, 2018.

Business Day” means any day that is not a Saturday, Sunday or any other day on which banking institutions located in either New York, New York or Stockholm, Sweden are required or authorized by Law to be closed.

Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other tax work papers and files and other documents in whatever form, physical, electronic or otherwise.

Claim” means any claim, demand, cause of action, judgment, assertion of rights, allegation, or entitlement to fees, damages, debts, obligations, liabilities or expenses (inclusive of attorneys’ accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights) of any kind whatsoever, including any Action.

Code” means the Internal Revenue Code of 1986, as amended.

Commission” means the United States Securities and Exchange Commission.

Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

Covered Matter” has the meaning set forth in Section 5.17(h).

CPR” has the meaning set forth in Section 4.3(a).

Disclosure Documents” means any registration statement (including the Form 10, but not including the exhibits thereto other than to the extent the information in any such exhibit is incorporated by reference into the Form 10 itself) filed with the Commission by or on behalf of any Party or any member of its Group, the Swedish Prospectus, and any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the Commission or any other Governmental Authority, in each case, which describes the Restructuring or the Distribution or the Veoneer Group or primarily relates to the transactions contemplated hereby or by the Master Transfer Agreement, including the Restructuring, the Distribution or the Financing Arrangements.

Dispute” has the meaning set forth in Section 4.1(a).

Dispute Committee” has the meaning set forth in Section 4.2(a).

Distribution” has the meaning set forth in the Recitals.

Distribution Agent” means Computershare Trust Company, N.A.

 

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Distribution Date” means the date on which Autoliv, through the Distribution Agent, distributes all of the issued and outstanding shares of Veoneer Common Stock to Record Holders of Autoliv Common Stock in the Distribution.

Distribution Effective Time” means 12:01 a.m., Eastern time, on the Distribution Date (or such other time as may be agreed to in writing by the Parties).

Employee Matters Agreement” means the Employee Matters Agreement by and among Autoliv and Veoneer, in substantially the form attached hereto as Exhibit B.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Financing Arrangements” means the financing arrangements described in the Information Statement (including the Unaudited Pro Forma Condensed Combined Financial Statements included therein).

Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

Form 10” means the registration statement on Form 10 (Registration No. 001-38471) filed by Veoneer with the Commission under the Exchange Act in connection with the Distribution, including any amendment or supplement thereto and, unless the context otherwise indicates, any exhibit thereto.

Governmental Approvals” means any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

Governmental Authority” means any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, regional, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any official thereof.

Group” means either the Veoneer Group or the Autoliv Group, as the context requires.

Indemnifiable Loss” and “Indemnifiable Losses” means any and all Liabilities, Losses, deficiencies, obligations, penalties, judgments, settlements, claims, payments, fines, fees, administrative penalties, interest and Taxes (including the costs and expenses of any and all Actions, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, reputational, indirect or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim)).

 

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Indemnifying Party” has the meaning set forth in Section 5.4(a).

Indemnitee” has the meaning set forth in Section 5.4(a).

Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium and regardless of location, including (a) Technology and (b), to the extent not described by clause (a), technical, financial, employee or business information or data, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, trade or business secrets, techniques, strategies, standards, policies, products, plans, programs, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names and records, supplier names and records, customer and supplier lists, customer and vendor data or correspondence, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other financial employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, product data and literature, promotional and advertising materials, operating manuals, instructional documents, quality records and regulatory and compliance records.

Information Statement” means the Information Statement attached as an exhibit to the Form 10 sent to the holders of shares of Autoliv Common Stock in connection with the Distribution, including any amendment or supplement thereto.

Initial Notice” has the meaning set forth in Section 4.2(a).

Insurance Proceeds” means those monies: (a) received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective; or (b) paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, on behalf of the insured, in either such case net of any costs or expenses incurred in the collection thereof.

Law” means any national, supranational, federal, state, provincial, regional, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other legally enforceable requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

Liabilities” means any and all Indebtedness, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediations, deficiencies, reimbursement obligations in respect of letters of credit, damages, payments, fines, penalties, claims, settlements, judgments, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, reflected on a balance sheet or otherwise, or determined or determinable, including those arising under any Law, Action (including any Third Party Claim), or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking or terms of employment, whether imposed or sought to be imposed by a Governmental Authority, another third Person, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, in each case, including the costs and expenses of any

 

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and all Actions, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights, in each case (a) including any fines, damages or equitable relief that is imposed in connection therewith and (b) other than Taxes.

Losses” means any and all damages, losses (including diminution in value), deficiencies, liabilities, obligations, penalties, sanctions, judgments, settlements, claims, payments, interest, costs, fees, fines and expenses (including the costs and expenses of any and all Actions, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights), whether or not involving a Third Party Claim, other than Taxes.

Master Transfer Agreement” has the meaning set forth in the Recitals.

Mediation Request” has the meaning set forth in Section 4.3(a).

Net Tax Benefit” has the meaning set forth in Section 5.6(a).

NYSE” means the New York Stock Exchange.

Overlapping Claim” means any Veoneer Product Claim that relates to or arises from Veoneer Products that include both Pre-Effective Time Veoneer Products and Post-Effective Time Veoneer Products.

Parties” or “Party” has the meaning set forth in the Preamble.

Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity or any Governmental Authority.

Post-Effective Time Veoneer Products” means, with respect to any Veoneer Company, Veoneer Products manufactured by such Veoneer Company with a manufacturing date for such Veoneer Product after the Restructuring Effective Time.

Post-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Post-Effective Time Veoneer Products.

Pre-Effective Time Veoneer Products” means Veoneer Products manufactured by a Veoneer Company or a member of the Autoliv Group with a manufacturing date for such Veoneer Product prior to the Restructuring Effective Time.

Pre-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Pre-Effective Time Veoneer Products.

Privileged Information” means any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a party or its respective Subsidiaries would be entitled to assert or have a privilege, including the attorney-client and attorney work product privileges.

 

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Procedure” has the meaning set forth in Section 4.3(a).

Record Date” means such date as may be determined by the Autoliv Board as the record date for the Distribution.

Record Holders” means the holders of record of Autoliv Common Stock as of the Record Date.

Records Facility” has the meaning set forth in Section 6.4(a).

Restructuring” has the meaning set forth in the Recitals.

Restructuring Effective Time” means the “Effective Time” as defined in the Master Transfer Agreement.

SCC Rules” has the meaning set forth in Section 4.4(b).

Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

SFSA” means the Swedish Financial Supervisory Authority.

Specified Ancillary Agreements” means, collectively, the Amended and Restated Master Transition Services Agreement, the Employee Matters Agreement and the Tax Matters Agreement.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

Swedish Prospectus” means the prospectus approved and registered by the SFSA, for the purposes of the admission to trading on Nasdaq Stockholm, and made available to Autoliv SDR holders entitled to receive Veoneer SDRs in the Distribution.

Tangible Information” means Information that is contained in written, electronic or other tangible forms.

Tax” has the meaning set forth in the Tax Matters Agreement.

Tax Authority” has the meaning set forth in the Tax Matters Agreement.

Tax Contest” has the meaning set forth in the Tax Matters Agreement.

Tax Matters Agreement” means the Tax Matters Agreement by and among Autoliv and Veoneer, in substantially the form attached hereto as Exhibit C.

Tax Records” has the meaning set forth in the Tax Matters Agreement.

 

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Tax Returns” has the meaning set forth in the Tax Matters Agreement.

Third Party” means any Person who is not a member of the Autoliv Group or the Veoneer Group.

Third Party Claim” has the meaning set forth in Section 5.4(b).

Transfer Documents” means the Master Transfer Agreement and all of the “Ancillary Agreements” (as such term is defined in the Master Transfer Agreement) entered into in connection with the Restructuring, at or prior to the Restructuring Effective Time.

Veoneer” has the meaning set forth in the Preamble.

Veoneer Common Stock” has the meaning set forth in the Preamble.

Veoneer Custodian” means Skandinaviska Enskilda Banken AB (publ), as the custodian for the Veoneer SDRs.

Veoneer Group” means, immediately after the Restructuring Effective Time, (a) Veoneer and (b) each Subsidiary of Veoneer.

Veoneer Indemnitees” has the meaning set forth in Section 5.2.

Veoneer Liabilities” means the “Veoneer Liabilities” as set forth in the Master Transfer Agreement, as amended by Section 5.16 of this Agreement.

Veoneer Product Claims” means all Third Party Claims that are related to or arise from a Veoneer Product’s lack of compliance with a customer’s, original equipment manufacturer’s or any Permit’s specifications or any functionality requirements, including product recall claims, product liability claims, and expressed or implied warranty claims, and any actual or potential first party recalls to address an occupant safety risk of any Veoneer Products initiated by Autoliv or Veoneer.

Veoneer Products” means each individual product unit (including Software) produced or manufactured in the Veoneer Business.

Veoneer SDRs” means the Swedish Depository Receipts of Veoneer, issued pursuant to the General Terms and Conditions for Swedish Depository Receipts in Veoneer, Inc., dated May 30, 2018.

1.2 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless

 

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of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

ARTICLE II

INTERNAL RESTRUCTURING

Subject to the terms and conditions of the Master Transfer Agreement, prior to the date hereof, Autoliv completed the Restructuring such that as of the Restructuring Effective Time (i) all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Autoliv Assets were owned or held by the Autoliv Group, the Autoliv Business was conducted by the Autoliv Group and all of the Autoliv Liabilities were Assumed directly or indirectly by (or remained with) the Autoliv Group and (ii) Veoneer, directly or indirectly, owned the equity interests of all of the Transferred Entities, all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Veoneer Assets were owned or held by the Veoneer Group, the Veoneer Business was conducted by the Veoneer Group and all of the Veoneer Liabilities were Assumed directly or indirectly by (or remained with) the Veoneer Group.

ARTICLE III

COMPLETION OF THE DISTRIBUTION

3.1 Actions Prior to the Distribution. Prior to the Distribution Effective Time, subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) U.S. Securities Law Matters. Veoneer shall file with the Commission any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the Commission or U.S. federal, state or other applicable securities Laws. Autoliv and Veoneer shall cooperate in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other equity incentive plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Swedish Securities Law Matters. Veoneer shall file with the SFSA any amendments or supplements to the Swedish Prospectus as may be necessary or advisable in order to cause the Swedish Prospectus to be approved and registered by the SFSA.

(c) Certificate of Incorporation. On or prior to the Distribution Date, Autoliv and Veoneer shall take all necessary action that may be required to provide for the adoption by Veoneer of the amended and restated certificate of incorporation filed by Veoneer with the Commission as an exhibit to the Form 10, to be effective as of the Distribution Effective Time.

(d) Bylaws. On or prior to the Distribution Date, Autoliv and Veoneer shall take all necessary action that may be required to provide for the adoption by Veoneer of the amended and restated bylaws filed by Veoneer with the Commission as an exhibit to the Form 10, to be effective as of the Distribution Effective Time.

 

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(e) Officers and Directors. On or prior to the Distribution Effective Time, the Parties shall take all necessary action so that, as of the Distribution Effective Time, the executive officers and directors of Veoneer will be as set forth in the Information Statement.

(f) Financings. Prior to or on the Distribution Date, Autoliv shall cause all conditions to the availability of the funding under the Financing Arrangements to be satisfied.

(g) Stock-Based Employee Benefit Plans. Autoliv and Veoneer shall take all actions as may be necessary to approve the grants of adjusted equity awards by Autoliv (in respect of shares of Autoliv Common Stock) and Veoneer (in respect of shares of Veoneer Common Stock) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

(h) Satisfying Conditions to the Distribution. Autoliv and Veoneer shall cooperate to cause the conditions to the Distribution set forth in Section 3.3 to be satisfied and to effect the Distribution at the Distribution Effective Time.

3.2 Effecting the Distribution.

(a) Delivery of Veoneer Common Stock. Subject to Section 3.3, on or prior to the Distribution Date, Autoliv and Veoneer shall deliver to the Distribution Agent, for the benefit of the Record Holders (other than the Autoliv Custodian), book-entry transfer authorizations for such number of the outstanding shares of Veoneer Common Stock as is necessary to effect the Distribution (other than the Distribution in respect of Autoliv SDRs), and shall cause the transfer agent for the shares of Autoliv Common Stock to instruct the Distribution Agent to distribute at the Distribution Effective Time the appropriate number of shares of Veoneer Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Veoneer will not issue paper stock certificates in respect of the shares of Veoneer Common Stock. The Distribution shall be effective at the Distribution Effective Time.

(b) Delivery of Veoneer SDRs. Subject to Section 3.3, on or prior to the Distribution Date, Autoliv and Veoneer (i) shall deliver to the Veoneer Custodian, for the benefit of the holders of Autoliv SDRs, book-entry transfer authorizations for such number of the outstanding shares of Veoneer Common Stock as is necessary to effect the Distribution in respect of Autoliv SDRs, and shall receive a corresponding number of Veoneer SDRs from the Veoneer Custodian and (ii) shall deliver such Veoneer SDRs to the Autoliv Custodian, for the benefit of holders of Autoliv SDRs, and instruct the Autoliv Custodian to distribute at the Distribution Effective Time the appropriate number of Veoneer SDRs to each holder of Autoliv SDRs or to the designated transferee or transferees of such holder by way of direct registration in book-entry form.

(c) Distribution of Shares and Cash. Subject to Section 3.3, each Record Holder shall be entitled to receive in the Distribution: (i) one share of Veoneer Common Stock for every one share of Autoliv Stock held by such Record Holder as of the Record Date and (ii) cash, if applicable, in lieu of fractional shares which cash shall be obtained and distributed in the manner provided in Section 3.2(d). All of the shares of Veoneer Common Stock distributed (including Veoneer Common Stock transferred to the Veoneer Custodian) will be validly issued, fully paid and non-assessable.

(d) No Fractional Shares. No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable on or after the Distribution Date, Autoliv shall direct the Distribution Agent to determine the number of whole shares and fractional shares of Veoneer Common Stock allocable to each holder of record or beneficial owner of Autoliv Common Stock as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained

 

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thereby in open market transactions at the prevailing market prices, and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Autoliv nor Veoneer shall be required to guarantee any minimum sale price for the fractional shares of Veoneer Common Stock. Neither Autoliv nor Veoneer shall be required to pay any interest on the proceeds from the sale of fractional shares.

(e) Beneficial Owners. Solely for purposes of computing fractional share interests pursuant to Section 3.2(d), the beneficial owner of Autoliv Common Stock held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(f) Unclaimed Shares. Any shares of Veoneer Common Stock or cash in lieu of shares of Veoneer Common Stock (or fractions thereof) that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Veoneer, and Veoneer shall hold such shares of Veoneer Common Stock for the account of such Record Holder, and the Parties agree that all obligations to provide such shares of Veoneer Common Stock and cash, if any, in lieu of shares of Veoneer Common Stock (or fractions thereof) shall be obligations of Veoneer, subject in each case to applicable escheat or other abandoned property Laws, and Autoliv shall have no Liability with respect thereto.

(g) Treatment of Veoneer Common Stock. Until the Veoneer Common Stock is duly transferred in accordance with this Section 3.2 and applicable Law, from and after the Distribution Effective Time, Veoneer will regard the Persons entitled to receive such Veoneer Common Stock and Veoneer SDRs as record holders of Veoneer Common Stock or Veoneer SDRs, as applicable, in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Veoneer and Autoliv agree that from and after the Distribution Effective Time each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Veoneer Common Stock and Veoneer SDRs, as applicable, then deemed to be held by such holder.

3.3 Conditions to the Distribution. The consummation of the Distribution shall be subject to the satisfaction or waiver by Autoliv in its sole and absolute discretion, of the following conditions:

(a) Approval by Autoliv Board. This Agreement and the transactions contemplated hereby, including the declaration of the Distribution, shall have been approved by the Autoliv Board, and such approval shall not have been withdrawn.

(b) Effectiveness of Form 10; Mailing of Information Statement. The Form 10 shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no Actions for such purpose shall be pending before or threatened by the Commission, and the Information Statement included therein shall have been mailed to Autoliv’s stockholders as of the Record Date.

(c) Approval of Swedish Prospectus. The Swedish Prospectus shall have been approved by and registered with the SFSA.

(d) Listing on NYSE. The Veoneer Common Stock to be distributed to the Autoliv stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

 

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(e) Listing on Nasdaq Stockholm. The Veoneer SDRs shall have been accepted for listing on Nasdaq Stockholm, subject to official notice of distribution.

(f) Securities Laws. The actions and filings necessary or appropriate under applicable securities Laws in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority.

(g) Blue Sky Filings. Any required actions and filings with regard to state securities and blue sky laws of the U.S. (and any comparable Laws under any applicable foreign jurisdictions) will have been taken and, where applicable, will have become effective or been accepted.

(h) Completion of the Restructuring. The Restructuring shall have been completed.

(i) US Legal Tax Opinion. Autoliv shall have received an opinion from Alston & Bird LLP, its tax counsel, in form and substance satisfactory to Autoliv, to the effect that the Distribution should qualify as a transaction that is tax free under Sections 368(a)(1)(D) and 355 of the Code.

(j) Swedish Tax Advice. Autoliv shall have received written advice from Deloitte Sweden, its tax counsel, to the effect that the Distribution is generally tax exempt for Swedish income tax purposes under the Lex-ASEA rules.

(k) Solvency Opinion. The Autoliv Board shall have obtained an opinion from a nationally recognized valuation firm, in form and substance satisfactory to Autoliv, with respect to the capital adequacy and solvency of Autoliv after giving effect to the Distribution.

(l) Execution of Specified Ancillary Agreements. Each of the Specified Ancillary Agreements shall have been duly executed and delivered by the parties thereto.

(m) Distribution Agent Agreement. Autoliv will have entered into a Distribution Agent Agreement with, or provided instructions regarding the Distribution to, the Distribution Agent.

(n) Financing Arrangements. The Financing Arrangements described in the Information Statement as having occurred prior to the Distribution shall have been consummated on or prior to the Distribution Date.

(o) Other Actions. The actions and events set forth in Section 3.1 shall have occurred.

(p) Governmental Approvals. All material Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect.

(q) No Order or Injunction. No order, injunction or decree issued by any Governmental Authority of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution, shall be pending, threatened, issued or in effect, and no other event outside the control of Autoliv shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution.

(r) No Circumstances Making Distribution Inadvisable. No events or developments shall have occurred or exist that, in the judgment of the Autoliv Board, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interests of Autoliv or its stockholders.

 

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3.4 Sole Discretion. The foregoing conditions are for the sole benefit of Autoliv and shall not give rise to or create any duty on the part of Autoliv or the Autoliv Board to waive or not waive such conditions or in any way limit Autoliv’s right to terminate this Agreement as set forth in Article VIII or alter the consequences of any such termination from those specified in such Article. Any determination made by the Autoliv Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3 shall be conclusive.

ARTICLE IV

DISPUTE RESOLUTION

4.1 General Provisions.

(a) Any dispute, controversy or claim between the Parties or any members of their respective Groups arising out of or relating to this Agreement or the Ancillary Agreements, including with respect to (i) the validity, interpretation, performance, breach or termination thereof or (ii) whether any Asset or Liability not specifically characterized in the Master Transfer Agreement or its Schedules, the Transfer Documents or this Agreement, whose proper characterization is disputed, is a Veoneer Asset, Autoliv Asset, Veoneer Liability or Autoliv Liability, shall be resolved in accordance with the procedures set forth in this Article IV (a “Dispute”), which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in this Article IV or Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, EACH PARTY ON BEHALF OF ITSELF AND EACH MEMBER OF ITS GROUP IRREVOCABLY WAIVES ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY DISPUTE.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING FROM THIS AGREEMENT AND ANY OF THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.1(b).

(c) The specific procedures set forth in this Article IV, including the time limits referenced herein, may be modified by agreement of both of the Parties in writing.

(d) Commencing with the Initial Notice contemplated by Section 4.2, all applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Article IV are pending. The Parties shall take any necessary or appropriate action required to effectuate such tolling.

(e) Commencing with the Initial Notice contemplated by Section 4.2, any communications between the Parties or their representatives in connection with the attempted negotiation of any Dispute, and all dispute resolution proceedings pursuant to this Article IV, shall be confidential and shall be deemed to have been delivered in furtherance of a Dispute settlement negotiation and shall be exempt

 

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from disclosure and production, and shall not be admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the adjudication of any Dispute; provided, that evidence that is otherwise subject to disclosure or admissible shall not be rendered outside the scope of disclosure or inadmissible as a result of its use in the negotiation.

(f) Except as required by applicable Law, the Parties shall hold, and shall cause their respective Subsidiaries and Representatives to hold, the existence, content and result of mediation or arbitration in accordance with the provisions of this Article IV in confidence (other than disclosure to its advisors, to the extent disclosure is otherwise permitted pursuant to Section 6.9 or as may be required in order to enforce any agreement or award). Each of the Parties shall request that the mediator or arbitrator, as applicable, comply with such confidentiality requirement.

4.2 Negotiation by Senior Executives.

(a) The Parties shall seek to settle amicably all Disputes by negotiation. The Parties shall first attempt in good faith to resolve the Dispute by negotiation in the normal course of business at the operational level within thirty (30) days after written notice is received by either Party regarding the existence of a Dispute (the “Initial Notice”). If the Parties are unable to resolve the Dispute within such thirty (30)-day period, the Parties shall then attempt in good faith to resolve the Dispute by negotiation between two members of the Parties’ respective executive management teams designated by the Parties (such designated executives, the “Dispute Committee”). The Parties agree that the members of the Dispute Committee shall have full and complete authority on behalf of their respective Parties to resolve any Disputes submitted pursuant to this Section 4.2. Such Dispute Committee members and other applicable executives shall meet in person or by teleconference or video conference within forty (40) days of receipt of the Initial Notice by a Party to seek a resolution of the Dispute. In the event that the Dispute Committee and other applicable executives are unable to agree to a format for such meeting, the meeting shall be convened in person at a mutually acceptable location in Stockholm, Sweden.

(b) If the Parties are unable for any reason to resolve a Dispute within sixty (60) days after receipt of the Initial Notice by a Party, or such longer period as the Parties may agree to in writing, or if a Party reasonably concludes that the other Party is not willing to negotiate in good faith as contemplated by this Section 4.2, either Party may submit the Dispute to mediation in accordance with Section 4.3.

4.3 Required Mediation.

(a) Any Dispute not resolved pursuant to Section 4.2 shall, at the written request of any Party (a “Mediation Request”), be submitted to mediation in accordance with the International Institute for Conflict Prevention & Resolution (“CPR”) Mediation Procedure (the “Procedure”) then in effect, except as otherwise set forth in this Article IV. The mediation shall be held in Stockholm, Sweden or such other place as the Parties may mutually agree. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a Party of a Mediation Request, then any Party may request (on written notice to the other Party), that CPR appoint a mediator in accordance with the Procedure.

(b) If the Dispute has not been resolved within the earlier of sixty (60) days of the appointment of a mediator or ninety (90) days after receipt by a Party of a Mediation Request, or within such longer period as the Parties may agree to in writing, either Party may submit the Dispute to binding arbitration in accordance with Section 4.4; provided, however, that if one Party fails to participate in the mediation, the other Party may commence arbitration in accordance with Section 4.4 prior to the expiration of the time periods set forth above.

 

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4.4 Binding Arbitration.

(a) Any Dispute not resolved pursuant to Section 4.2 or 4.3 shall, at the written request of any Party (an “Arbitration Demand Notice”), be submitted to binding arbitration in accordance with this Section 4.4. If either Party shall deliver an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute without the requirement of first delivering a Dispute Notice as contemplated by Section 4.2 or a Mediation Request as contemplated by Section 4.3. Subject to Section 4.5, upon delivery of an Arbitration Demand Notice pursuant to this Section 4.4, the Dispute shall be decided in accordance with this Section 4.4.

(b) Any Dispute resolved pursuant to this Section 4.4 shall be finally settled under the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Rules”); provided, however, that to the extent that the provisions of this Agreement and the SCC Rules conflict, the provisions of this Agreement (including this Article IV) shall govern. In addition to the SCC Rules, the Parties agree that the arbitration shall be conducted according to the IBA Rules on the Taking of Evidence in International Arbitration.

(c) Unless otherwise agreed to by the Parties in writing, any Dispute to be decided in arbitration hereunder shall be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000; or (ii) by an arbitral tribunal of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, is equal to or greater than $10,000,000. Any arbitrator selected pursuant to this Section 4.4 shall be neutral and disinterested with respect to each of the Parties and the subject matter of the Dispute.

(d) The language of the arbitration shall be English. The place of arbitration shall be Stockholm, Sweden. Unless otherwise agreed to by the Parties in writing, the Parties shall conduct the arbitration as quickly as is reasonably practicable and shall use commercially reasonable efforts to ensure that the time between the date on which the sole arbitrator is confirmed or the arbitral tribunal is constituted, as the case may be, and the date of the commencement of the evidentiary hearing does not exceed one-hundred and eighty (180) days. Failure to meet the foregoing timeline will not render the award invalid, unenforceable or subject to annulment.

(e) The sole arbitrator or arbitral tribunal shall not award any relief not specifically requested by the Parties and, in any event, shall not award any special, consequential, indirect, reputational, and/or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim).

(f) The agreement to arbitrate any Dispute set forth in this Section 4.4 shall continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement.

(g) Any arbitration award shall be an award with a holding in favor of or against a Party and shall include findings as to facts, issues or conclusions of law, and shall include a statement of the reasoning on which the award rests. The award must also be in adequate form so that a judgment of a court may be entered thereupon.

(h) Without prejudice to this binding arbitration agreement, each Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York and the federal courts sitting within the State of New York in connection with any post-award proceedings or court proceedings in aid of arbitration that are authorized by the Federal

 

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Arbitration Act (9 U.S.C. §§ 1-16) or Article 75 of the New York Civil Practice Law and Rules. The Parties waive all objections that they may have at any time to the laying of venue of any Actions brought in such courts, waive any claim that such Actions have been brought in an inconvenient forum and further waive the right to object with respect to such Actions that any such court does not have jurisdiction over such Party. Judgment upon any awards rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(i) The sole arbitrator or arbitral tribunal shall have full power and authority to determine issues of arbitrability. It is the intent of the Parties that the agreement to arbitrate any Dispute set forth in this Section 4.4 shall be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute shall be decided in favor of arbitration.

(j) The sole arbitrator or arbitral tribunal shall award to the prevailing Party, if any, the costs of the arbitrator or tribunal, expert witness fees, and attorneys’ fees reasonably incurred by such prevailing Party or its Affiliates in connection with the arbitration.

(k) If a Party fails or refuses to appear at and participate in an arbitration hearing after due notice, the sole arbitrator or arbitral tribunal may hear and determine the controversy upon evidence produced by the appearing Party. Any decision rendered under such circumstances shall be as valid and enforceable as if the Parties had appeared and participated fully at all stages.

(l) The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

4.5 Interim Equitable Relief. REGARDLESS OF WHETHER A DISPUTE NOTICE, MEDIATION REQUEST OR ARBITRATION DEMAND NOTICE HAS BEEN DELIVERED, PRIOR TO THE TIME AT WHICH THE MEDIATOR OR ARBITRATOR IS APPOINTED PURSUANT TO THIS ARTICLE IV, EITHER PARTY MAY SEEK INTERIM EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION IF NECESSARY IN ORDER TO PRESERVE AND PROTECT THE STATUS QUO. NEITHER THE REQUEST FOR, NOR THE GRANT OR DENIAL OF, ANY SUCH RELIEF SHALL BE DEEMED A WAIVER OF THE DISPUTE RESOLUTION OBLIGATIONS SET FORTH HEREIN, AND A MEDIATOR OR ARBITRATOR MAY ORDER THE PARTIES TO PETITION THE COURT TO DISSOLVE, CONTINUE OR MODIFY ANY SUCH ORDER.

4.6 Counsel for Disputes. Autoliv and Veoneer hereby agree that, in the event of a dispute between the Parties or any members of their respective Groups that relates to or arises out of this Agreement, neither Party nor any member of their respective Groups will be represented by any outside counsel that represented Autoliv in connection with this Agreement, any Ancillary Agreement, the Distribution or the Reorganization.

 

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ARTICLE V

MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE

5.1 Release of Claims Prior to Distribution.

(a) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Autoliv does hereby, for itself and each other member of the Autoliv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Autoliv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Veoneer, the respective members of the Veoneer Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Veoneer Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Autoliv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Autoliv Business, the Autoliv Assets or the Autoliv Liabilities.

(b) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Veoneer does hereby, for itself and each other member of the Veoneer Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Veoneer Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Autoliv, the respective members of the Autoliv Group, their respective Affiliates (other than any member of the Veoneer Group), successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Autoliv Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Veoneer Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Veoneer Business, the Veoneer Assets or the Veoneer Liabilities.

(c) Nothing contained in Section 5.1(a) or Section 5.1(b) shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Distribution Effective Time. In addition, nothing contained in Section 5.1(a) or Section 5.1(b) shall release any Person from:

(i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with the Master Transfer Agreement (including any Autoliv Liability and any Veoneer Liability, as applicable);

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Autoliv Liability and any Veoneer Liability, as applicable); or

 

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(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement.

(d) In addition, nothing contained in Section 5.1(a) or Section 5.1(b) shall release Autoliv from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Autoliv Group or the Veoneer Group on or prior to the Distribution Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Autoliv immediately prior to the Distribution Effective Time pursuant to indemnification obligations existing as of the Distribution Effective Time.

(e) Autoliv shall not make, and shall not permit any member of the Autoliv Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Veoneer or any member of the Veoneer Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Veoneer shall not make, and shall not permit any member of the Veoneer Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Autoliv or any member of the Autoliv Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).

(f) Notwithstanding Section 4.4(j), any breach of the provisions of this Section 5.1 by either Autoliv or Veoneer shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

5.2 Indemnification by Autoliv. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, Autoliv shall, and shall cause the other members of the Autoliv Group to, indemnify, defend and hold harmless Veoneer, each member of the Veoneer Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Veoneer Indemnitees”), from and against any and all Liabilities of the Veoneer Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Autoliv Liabilities or alleged Autoliv Liabilities;

(b) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by Autoliv or any other member of the Autoliv Group, and all agreements, obligations and Liabilities of any member of the Autoliv Group under this Agreement or any of the Ancillary Agreements;

(c) any breach by Autoliv or any member of the Autoliv Group of this Agreement or any of the Ancillary Agreements unless, in the case of the Specified Ancillary Agreements, such Specified Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (for the avoidance of doubt, the indemnification provisions of this Article V shall supersede the indemnification provisions in Article IV of the Master Transfer Agreement, and any claims that are made after the Distribution Date that are related to the Transfer Documents shall be subject to the indemnification provisions set forth herein); and

 

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(d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10 (not including the exhibits thereto other than to the extent the information in any such exhibit is incorporated by reference into the Form 10 itself), the Information Statement, the Swedish Prospectus or any other Disclosure Document specifically relating to (i) the Autoliv Business, the Autoliv Assets or the Autoliv Liabilities or (ii) the Autoliv Group.

Notwithstanding the foregoing, in no event shall Autoliv or any other member of the Autoliv Group have any obligations under this Section 5.2 with respect to Liabilities subject to indemnification pursuant to Section 5.3.

5.3 Indemnification by Veoneer. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, Veoneer shall, and shall cause the other members of the Veoneer Group to, indemnify, defend and hold harmless Autoliv, each member of the Autoliv Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Autoliv Indemnitees”), from and against any and all Liabilities of the Autoliv Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Veoneer Liabilities or alleged Veoneer Liabilities;

(b) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by Veoneer or any other member of the Veoneer Group, and all agreements, obligations and Liabilities of any member of the Veoneer Group under this Agreement or any of the Ancillary Agreements;

(c) any breach by Veoneer or any member of the Veoneer Group of this Agreement or any Ancillary Agreements unless, in the case of the Specified Ancillary Agreements, such Specified Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (for the avoidance of doubt, the indemnification provisions of this Article V shall supersede the indemnification provisions in Article IV of the Master Transfer Agreement, and any claims that are made after the Distribution Date that are related to the Transfer Documents shall be subject to the indemnification provisions set forth herein); and

(d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10 (not including the exhibits thereto other than to the extent the information in any such exhibit is incorporated by reference into the Form 10 itself), the Information Statement, the Swedish Prospectus or any other Disclosure Document, other than the matters described in Section 5.2(d).

Notwithstanding the foregoing, in no event shall Veoneer or any other member of the Veoneer Group have any obligations under this Section 5.3 with respect to Liabilities subject to indemnification pursuant to Section 5.2.

 

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5.4 Procedures for Indemnification.

(a) Other than with respect to notice of Third Party Claims, which shall be governed by Section 5.4(b), each Veoneer Indemnitee and Autoliv Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement.

(b) If any Claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(c) Subject to Section 5.16, an Indemnifying Party shall be responsible for the defense of any Third Party Claim and shall assume the defense thereof, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable (provided that insurer-appointed counsel shall be automatically deemed acceptable) to the applicable Indemnitees, within thirty (30) days of the receipt of such notice from such Indemnitees; provided, that, in the event that: (i) the Third Party Claim seeks relief other than monetary damages, such as an injunction or other equitable relief against the Indemnitee(s), (ii) defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy, or (iii) the Indemnifying Party fails to conduct the defense of the Third Party Claim actively and diligently, then, in each case, the Indemnitee(s) shall have the option to control such defense by providing written notice of the assumption of such defense to the Indemnifying Party; provided, however, in the event the Indemnitees assume the defense, the Indemnifying Party shall, nevertheless, have the right to employ separate counsel to participate in (but not control) the defense, compromise or settlement thereof at its own expense. In connection with a Third Party Claim for which the Indemnifying Party is controlling the defense pursuant to this Section 5.4(c), the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, experts, pertinent Information, personnel, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

 

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(d) Notwithstanding any assumption of defense of a Third Party Claim by an Indemnifying Party in accordance with Section 5.4(c), in the event that in the course of defending such Third Party Claim the Indemnifying Party or another Party shall become aware that the subject matter of such Third Party Claim relates to a Liability of another Party and not to a Liability of such Indemnifying Party, then the Indemnifying Party shall, subject to the prior written consent of the other Party to which such Liability belongs, use commercially reasonable efforts to transfer the defense of such claim to such other Party, and shall thereafter cooperate fully with such other Party in such defense and make available to such other Party, at such Party’s expense, all witnesses, experts, pertinent Information, personnel, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating to such Third Party Claim as are reasonably required by such other Party.

(e) If an Indemnifying Party fails for any reason to assume responsibility for, or is prohibited from assuming responsibility for, defending a Third Party Claim within the time specified, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, experts, pertinent Information, personnel, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(f) Neither the Indemnifying Party nor the Indemnitee shall, without the prior written consent of the other Party (such written consent not to be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any Third Party Claim; provided, however, the Indemnifying Party may settle, compromise any Third Party Claim without consent of the Indemnitee if (i) such settlement or compromise shall include as an unconditional, irrevocable term thereof the giving by the claimant of a full release of each Indemnitee from all liability with respect to such Third Party Claim, (ii) such settlement or compromise does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

(g) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third Party Claim and to notify the Indemnitee when any such Third Party Claim is closed, regardless of whether such Third Party Claim was resolved by settlement, verdict, dismissal or otherwise.

 

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5.5 Additional Matters.

(a) Unless otherwise required by applicable Law, the Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by Autoliv to Veoneer, or vice versa, in the same manner as if such payment were a capital contribution if payable by Autoliv to Veoneer or a reduction in the contribution made by Autoliv to Veoneer if payable by Veoneer to Autoliv, as the case may be, made immediately prior to the Distribution, except to the extent that Autoliv and Veoneer treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than Autoliv or Veoneer, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for Autoliv or Veoneer, in each case as appropriate.

(b) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

(c) The provisions of Section 5.4 and this Section 5.5 (other than Section 5.5(a) and this Section 5.5(c)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement).

5.6 Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation.

(a) Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article V to use all commercially reasonable efforts to obtain any insurance proceeds reasonably available to such Indemnitee with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of the applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties. The amount that the Indemnifying Party is or may be required to pay to any Indemnitee pursuant to this Article V shall be reduced (retroactively, if necessary) by (i) any insurance proceeds or payments from Third Parties actually recovered by or on behalf of such Indemnitee in reduction of the related Losses, net of any costs associated with the collection of such amounts, and (ii) any net Tax benefit actually realized in accordance with, and subject to, the principles set forth or referred to in Section 4.2(d) of the Tax Matters Agreement, by such Indemnitee with respect to such Losses for the taxable year of such Losses, as calculated on a “with and without” basis (the “Net Tax Benefit”).

(b) If an Indemnitee shall have received the full payment required by this Agreement from the Indemnifying Party in respect of Losses and shall subsequently receive insurance proceeds or payments from Third Parties or recognize a Net Tax Benefit in respect of such Losses, then such Indemnitee shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds, Third Party payments or Net Tax Benefit actually received, in each case, net of any costs associated with the collection of such amounts; provided, however, in the event that such Indemnitee had only received partial indemnification from the Indemnifying Party for such Losses, it shall only be required to repay to the Indemnifying Party the portion of such payments or Net Tax Benefits received by such Indemnitee that, when combined with the payments received from the Indemnifying Party, are in excess of the total Indemnifiable Losses incurred.

(c) The Indemnitee shall make available to the Indemnifying Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the Indemnifying Party with respect to the recovery of such insurance proceeds, payments from Third Parties or recognition of the Net Tax Benefit; provided, however, that nothing in this sentence shall be deemed to require a Party to make available books and records, communications, documents or items that (i) in such Party’s good

 

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faith judgment could result in a waiver of any privilege even if the Parties cooperated to protect such privilege as contemplated by this Agreement or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a Third Party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover insurance proceeds or payments from Third Parties or to recognize a Net Tax Benefit, and an Indemnitee need not attempt to collect any insurance proceeds or payments from Third Parties or to recognize a Net Tax Benefit prior to making a claim for indemnification or contribution or receiving any indemnity payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(d) Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article V to use its commercially reasonable efforts to mitigate Losses upon and after becoming aware of any event which could reasonably be expected to give rise to such Losses. Notwithstanding anything to the contrary under this Agreement or applicable Law, no Indemnitee shall be required to initiate any Action with respect to any matter for which an indemnification claim has been sought pursuant to this Agreement; provided, however, that upon payment in full of any claim for indemnification pursuant to this Article V, the Indemnifying Party shall be subrogated to the extent of such payment with respect to such claim to the rights of the Indemnitee against any Third Party relating to such claim and any other Persons. Each Indemnitee shall be permitted to assert any claim for indemnification pursuant to this Agreement during such time as such Indemnitee pursues any mitigation options contemplated by this Section 5.6. The Indemnifying Party shall not be liable for any Losses under Section 5.2 or Section 5.3 to the extent they are special, indirect, incidental, consequential or punitive damages or lost profits, except in each case if, and only to the extent, such damages have been awarded to a Third Party against an Indemnitee.

(e) Without limiting the foregoing, the Parties agree that an insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions hereof) by virtue of the Liability allocation, indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.”

(f) Each of Veoneer and Autoliv shall, and shall cause the members of its Group to, when appropriate, use commercially reasonable efforts to obtain waivers of subrogation for each of the insurance policies described in Section 5.16. Each of Veoneer and Autoliv hereby waives, for itself and each member of its Group, its rights to recover against the other Party in subrogation or as subrogee for a third Person.

(g) For all claims as to which indemnification is provided under Section 5.2 or Section 5.3 other than Third Party Claims, the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

5.7 Survival of Indemnities. The rights and obligations of each of Veoneer and Autoliv and their respective Indemnitees under this Article V shall survive (a) the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, and (b) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

 

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5.8 Right of Contribution.

(a) Contribution. If any right of indemnification contained in this Article V is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts (including any costs, expenses, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof) paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 5.8 in circumstances in which the indemnification is unavailable because of a fault associated with the business conducted by Veoneer, Autoliv or a member of their respective Groups, (i) any fault associated with the business conducted with the Autoliv Assets or Autoliv Liabilities (except for the gross negligence or intentional misconduct of Veoneer or a member of the Veoneer Group) or with the ownership, operation or activities of the Autoliv Business shall be deemed to be the fault of Autoliv and the members of the Autoliv Group, and no such fault shall be deemed to be the fault of Veoneer or a member of the Veoneer Group; and (ii) any fault associated with the business conducted with the Veoneer Assets or the Veoneer Liabilities (except for the gross negligence or intentional misconduct of Autoliv or the members of the Autoliv Group) or with the ownership, operation or activities of the Veoneer Business shall be deemed to be the fault of Veoneer and the members of the Veoneer Group, and no such fault shall be deemed to be the fault of Autoliv or the members of the Autoliv Group.

(c) Contribution Procedures. The provisions of Section 5.5 and Section 5.6 shall govern any contribution claims.

5.9 Covenant Not to Sue (Liabilities and Indemnity). Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Veoneer Liabilities by Veoneer or a member of the Veoneer Group on the terms and conditions set forth in this Agreement, the Master Transfer Agreement and any other Ancillary Agreement is void or unenforceable for any reason; or (b) the provisions of this Article V are void or unenforceable for any reason.

5.10 No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article V are made only for purposes of allocating responsibility for Liabilities between the Veoneer Group, on the one hand, and the Autoliv Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.

5.11 No Cross-Claims or Third Party Claims. Each of Autoliv and Veoneer agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third Party Claim, assert as a counterclaim or third party claim against any member of the Veoneer Group or Autoliv Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article IV.

 

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5.12 Severability. If any indemnification provided for in this Article V is determined to be invalid, void or unenforceable, the liability shall be apportioned between the Indemnitee and the Indemnifying Party as determined in a separate proceeding in accordance with Article IV.

5.13 Specified Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Specified Ancillary Agreement contains any indemnification obligation or contribution obligation relating to any Veoneer Liability, Autoliv Liability, Veoneer Asset or Autoliv Asset contributed, assumed, retained, transferred, delivered, conveyed or governed pursuant to such Specified Ancillary Agreement or any Loss under such Specified Ancillary Agreement, as applicable, the indemnification obligations and contribution obligations contained herein shall not apply to such Veoneer Liability, Autoliv Liability, Veoneer Asset or Autoliv Asset or to such Loss and instead the indemnification obligations and/or contribution obligations set forth in such Specified Ancillary Agreement, as applicable, shall govern with regard to such Veoneer Liability, Autoliv Liability, Veoneer Asset or Autoliv Asset or such Loss.

5.14 Exclusivity. Except as otherwise provided in Section 9.15, the sole and exclusive remedy for any and all claims, Liabilities or other matters based upon, relating to or arising from this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements) or the transactions contemplated hereby or thereby, absent fraud or willful misconduct by an Indemnifying Party, shall be the rights of indemnification set forth in in this Article V, and no Person shall have any other entitlement, remedy or recourse, whether in contract, tort, strict liability, equitable remedy or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by Law. This Section 5.14 shall not operate to interfere with or impede the operation of the covenants contained in this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements), with respect to a Party’s right to seek equitable remedies (including specific performance or injunctive relief).

5.15 Cooperation.

(a) Veoneer Product Claims. The Parties acknowledge and agree that the Parties and the members of their respective Groups will require, from time to time and for purposes of investigating, responding to or resolving actual or potential Veoneer Product Claims (other than Actions between the Parties) following the Distribution, documents or information in the possession of the other Party or the other Party’s Group from time to time (including knowledge and specific expertise of certain personnel, manufacturing information, technical and engineering expertise, product specifications and other information reasonably necessary to investigate, respond to or resolve a Veoneer Product Claim). Without limiting any Party’s obligations under any other provision of this Agreement with respect to cooperation and the provision of information or access to books and records, each Party agrees that it and its Affiliates will reasonably cooperate with the other Party and the other Party’s Affiliates with respect to reasonable requests for documents or information that the other Party and the other Party’s Group may make from time to time, including providing reasonable access to any experts, pertinent Information, personnel, materials and other information in such Party’s possession or under such Party’s control as are reasonably required by the requesting Party, and promptly responding to any telephonic requests for information that may be made from time to time in order to investigate, respond to or resolve Veoneer Product Claims (other than Actions between the Parties). The Parties shall also, and shall cause each of the members of their respective Groups and their respective employees to, provide the other Party (and any member of such Party’s Group) reasonable assistance with, and any information reasonably necessary to, submit

 

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insurance claims for any Veoneer Product Claim in a timely manner. For the avoidance of doubt, nothing in this Section 5.15(a) requires a Party to provide any consulting or other services to the requesting Party or the members of the requesting Party’s Group or to incur any expenses (other than the expense associated with its personnel responding to requests for information).

(b) Cooperation, Defense and Resolution of Third Party Claims.

(i) With respect to any Third Party Claim, including a Veoneer Product Claim, that implicates both Parties in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement, the Master Transfer Agreement or any of the other Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense or similar cooperation (in a manner that will preserve for the Parties the attorney-client privilege, joint defense or other privilege with respect thereto).

(ii) To the extent there are documents, other materials, access to employees, experts or witnesses related to or from a Party that is not responsible for the defense of, or does not have Liability for, a particular Action or Third Party Claim, such Party shall provide to the other Party (at such other Party’s cost and expense) reasonable access to documents, facilities, technical equipment, other materials, employees, experts or other advisors and shall require all employees, officers, directors and other advisors to cooperate as witnesses in the defense or resolution of such Action or Third Party Claim (including a Veoneer Product Claim); this may include, for example, requests for information related to recall, warranty or product liability investigations, manufacturing questions, and technical and engineering expertise.

(iii) Each of Veoneer and Autoliv agrees that at all times from and after the Distribution Effective Time, if an Action currently exists or is commenced by a Third Party with respect to which a Party (or the members of its Group) is a named defendant, but the defense of such Action and any recovery in such Action is otherwise a Liability allocated under this Agreement, the Master Transfer Agreement or any other Ancillary Agreement to the other Party, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action and such defendants shall not be required to make any payments or contributions therewith.

(c) Financial Reporting. Each of Veoneer and Autoliv agrees that, in the event of any Third Party Claim, including a Veoneer Product Claim or the investigation or inquiry into any potential Third Party Claim, including a potential Veoneer Product Claim that is reasonably expected to result in a request for indemnification from the other Party, the Parties shall keep each other reasonably informed as to the status of such Claim or potential Claim and will cooperate with each other in order for each Party to comply with its financial reporting obligations, including the calculation of estimates of potential contingent liabilities and the determination of whether any such contingent liabilities need to be accrued. Each Party will provide access to any experts, pertinent Information, personnel, materials and information in such Party’s possession or under such Party’s control as are reasonably required by the requesting Party in order to make such calculations and determinations.

 

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5.16 Product Liability, Warranty and Recall Claims and Insurance Coverage.

(a) With respect to any Veoneer Product Claims that are solely Pre-Effective Time Veoneer Product Claims:

(i) The Autoliv Group shall be liable for all Losses relating to or arising from any such Pre-Effective Time Veoneer Product Claims.

(ii) All such Pre-Effective Time Veoneer Product Claims shall be covered by the Autoliv insurance policies (if any), and Veoneer shall not be responsible for obtaining coverage for any such claims.

(iii) Autoliv will manage all such Pre-Effective Time Veoneer Product Claims under the Autoliv insurance policies (if any). If Veoneer receives notice or otherwise learns of any Pre-Effective Time Veoneer Product Claim, Veoneer shall promptly give Autoliv written notice thereof, which shall describe such Claim in reasonable detail.

(b) With respect to any Veoneer Product Claims that are solely Post-Effective Time Veoneer Product Claims:

(i) The Veoneer Group shall be liable for all Losses relating to or arising from any such Post-Effective Time Veoneer Product Claims.

(ii) In the case of Post-Effective Time Veoneer Product Claims that are related to or arise out of products manufactured after the Restructuring Effective Time but prior to the Distribution Effective Time, in respect of which a Veoneer Product Claim was first asserted prior to the Distribution Effective Time, such Veoneer Product Claim shall be covered by the Autoliv insurance policies, and Veoneer shall not be responsible for obtaining coverage for any such Claims. Autoliv will manage all Claims described in this clause (ii) under the Autoliv insurance policies.

(iii) For all other Veoneer Product Claims that are solely Post-Effective Time Veoneer Product Claims (other than those described in clause (ii) above), such Claims shall be covered by the Veoneer insurance policies (if any), and Autoliv shall not be responsible for obtaining or maintaining coverage for any such Claims after the Distribution Effective Time. Veoneer will manage any such Post-Effective Time Veoneer Product Claims under the Veoneer insurance policies (if any).

(c) With respect to any Overlapping Claim:

(i) Liability for such Overlapping Claim shall be allocated among the Parties based on the portion of the Veoneer Products subject to such Overlapping Claim that are Pre-Effective Time Veoneer Products (which are Autoliv Liabilities) and the portion of the Veoneer Products that were Post-Effective Time Veoneer Products (which are Veoneer Liabilities); provided, however, that the Parties understand that, with respect to any Overlapping Claim, each Party’s pro rata share of any Liability may not be fully determined until such Overlapping Claim is fully resolved.

(ii) If Veoneer receives notice or otherwise learns of any Overlapping Claim, Veoneer shall promptly give Autoliv written notice thereof, which shall describe such Claim in reasonable detail.

(iii) For so long as the insurance carriers for Autoliv and Veoneer will only permit one insurance claim to be submitted for all products subject to an Overlapping Claim:

 

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(A) all Overlapping Claims shall be covered by the Autoliv insurance policies and Autoliv will manage any such Overlapping Claims under the Autoliv insurance policies;

(B) Autoliv shall submit any Overlapping Claim to its insurer promptly after receipt of a written request from Veoneer to submit such Overlapping Claim; and

(C) Autoliv shall (x) use its commercially reasonable efforts to collect the maximum insurance proceeds available for such Overlapping Claim, (y) manage such claims in good faith and in a manner consistent with its past practices, and (z) use its commercially reasonable efforts to resolve such claims to the reasonable satisfaction of the customer; and

(iv) all non-insured Losses, including deductibles and any self-insured retention amounts, shall be divided so that each Party is responsible for its pro rata share of such non-insured Losses based on the portion of the Veoneer Products subject to such Overlapping Claim that are Pre-Effective Time Veoneer Products (which are the portion that are Autoliv Liabilities) and the portion of the Veoneer Products that were Post-Effective Time Veoneer Products (which are the portion that are Veoneer Liabilities); provided, however, neither Party shall be able to submit a claim to the other Party to recover any overpayment for such Party’s pro rata share of any such non-insured Losses until such Overlapping Claim is fully resolved and the total Liabilities related to such Overlapping Claim can be finally determined. In the event that the insurance carriers for Autoliv and Veoneer will permit each company to submit its own insurance claim, Autoliv shall submit a claim for the portion of the Overlapping Claim that is an Autoliv Liability under the Autoliv insurance policy (if any) and Veoneer shall submit a claim for the portion of the Overlapping Claim that is a Veoneer Liability under the Veoneer insurance policy (if any), and each Party shall manage the claims submitted under their respective policies. Each Party shall be responsible for any deductibles and self-insured retention amounts applicable to their respective insurance policies, and such amounts shall not be included in the pro rata allocation of Liability for the underlying Overlapping Claim.

(d) The amount of any deductible or self-insured retention amount allocable to any insurance claim submitted under any Autoliv insurance policy will be determined in accordance with past practices, with the self-insured retention amounts being allocated to claims in each insurance year in the order that they are resolved. Autoliv will manage all claims submitted under any Autoliv insurance policy in accordance with past practices regardless of which entity is responsible for the underlying Liability, and Autoliv shall not accelerate or delay the resolution of any claim based on which entity is responsible for the underlying Liability. At any time when there is an Overlapping Claim being managed by Autoliv pursuant to this Section 5.16(d), Autoliv will keep Veoneer apprised of the status of any and all product liability or recall insurance claims under the related Autoliv insurance policies.

(e) From and after the Distribution Effective Time, if any member of the Autoliv Group is required to provide replacement products as a result of a Pre-Effective Time Veoneer Product Claim, the Veoneer Group shall supply such products, and the Autoliv Group shall pay to the Veoneer Group the cost for such replacement Veoneer Products based on Veoneer’s actual production costs. The Veoneer Group shall supply such replacement products in a reasonably timely manner, taking into account the demands of the Veoneer Group’s other obligations to its customers and compliance with any orders from any Governmental Authority. In the event that the Veoneer Group’s failure to provide products in a reasonably timely manner results in additional Losses for which the Autoliv Group may be liable, and the Autoliv Group has provided the Veoneer Group with at least thirty (30) days’ notice that such additional Losses may be incurred and the Veoneer Group has not provided the replacement products in such thirty (30) day period, the Veoneer Group shall be liable for any such additional Losses.

 

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(f) The Parties hereby agree to use their respective good faith efforts to resolve any Veoneer Product Claims and limit potential Losses for such claims in a commercially reasonable manner consistent with past practice, regardless of which Party is liable for such claim or which Party’s insurance policy may cover such claim.

5.17 Other Insurance Matters.

(a) The Parties intend by this Agreement that, except as provided in Section 5.16 and to the extent permitted under the terms of any applicable insurance policy, Veoneer, each other member of the Veoneer Group and each of their respective directors, officers and employees will be successors in interest and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Distribution Effective Time (with respect to events occurring or claimed to have occurred before the Distribution Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of Autoliv before the Distribution Effective Time under any insurance policy, including any rights that Veoneer, any other member of the Veoneer Group or any of its or their respective directors, officers, or employees may have as a named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Distribution Effective Time, with respect to events occurring before the Distribution Effective Time.

(b) After the Distribution Effective Time, Autoliv (and each other member of the Autoliv Group) and Veoneer (and each other member of the Veoneer Group) shall not, without the consent of Veoneer or Autoliv, respectively (such consent not to be unreasonably withheld, conditioned or delayed), provide any insurance carrier with a release or amend, modify or waive any rights under any insurance policy if such release, amendment, modification or waiver thereunder would materially adversely affect any rights of the other Party or any member of the other Party’s Group with respect to insurance coverage otherwise afforded to such other Party or other member of such other Party’s Group for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.

(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.

(d) No member of the Autoliv Group or any Autoliv Indemnitee will have any Liability whatsoever to any member of the Veoneer Group as a result of the insurance policies as in effect at any time before the Distribution Effective Time, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier or (iii) the terms and conditions of any policy.

(e) Except to the extent otherwise provided in Section 5.17(b), in no event will Autoliv, any other member of the Autoliv Group or any Autoliv Indemnitee have any Liability or obligation whatsoever to any member of the Veoneer Group for any claim relating to: (i) the termination or cessation of any insurance policy for any reason; (ii) the unavailability of, or inadequate coverage for, any Liability which was to be covered by any insurance policy; or (iii) the failure to renew or extend any insurance policy which existed at any time before or after the Distribution Effective Time.

 

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(f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the Autoliv Group in respect of any insurance policy or any other contract or policy of insurance.

(g) Nothing in this Agreement will be deemed to restrict any member of the Veoneer Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

(h) For purposes of this Agreement, “Covered Matter” shall mean any matter, whether arising before or after the Distribution Effective Time, with respect to which any Veoneer Indemnitee may have any right under any Autoliv insurance policy pursuant to this Section 5.17. If Veoneer receives notice or otherwise learns of any Covered Matter, Veoneer shall promptly give Autoliv written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter, Autoliv shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to Veoneer.

(i) Each of Veoneer and Autoliv will share such information as is reasonably necessary in order to permit the other Party to manage and conduct its insurance matters in an orderly fashion and provide the other Party with any assistance that is reasonably necessary or beneficial in connection with such Party’s insurance matters.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Autoliv and Veoneer, on behalf of itself and the members of its respective Group (a “Providing Party”), shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party or any member of the other Group (the “Requesting Party”), at any time before or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of the Providing Party or any of the members of its Group to the extent that: (i) such Information relates to the Veoneer Business or any Veoneer Asset or Veoneer Liability, if Veoneer or any member of the Veoneer Group is the Requesting Party, or to the Autoliv Business or any Autoliv Asset or Autoliv Liability, if Autoliv or any member of the Autoliv Group is the Requesting Party; (ii) such Information is required by the Requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; (iii) such Information is required by the Requesting Party to comply with any obligation imposed by any Governmental Authority; or (iv) such information is required by the Requesting Party to comply with any obligations imposed by the NYSE or Nasdaq Stockholm; provided, however, that, in the event that the Providing Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Providing Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.

6.2 Ownership of Information. Any Information owned by one Group that is provided to a Requesting Party pursuant to Section 6.1 or Section 6.7 shall remain the property of the Providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

 

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6.3 Compensation for Providing Information. The Requesting Party agrees to reimburse the Providing Party for the reasonable out-of-pocket costs, if any, of gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the Providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall reflect the Providing Party’s actual costs and expenses.

6.4 Record Retention.

(a) The Parties agree and acknowledge that following the Distribution Effective Time, it is likely that each Party will have some of the Tangible Information of the other Party stored at its facilities or at Third Party records storage locations arranged for by such Party (each, a “Records Facility”) and the cost of any Third Party Records Facility where Tangible Information belonging to both members of the Veoneer Group, on the one hand, and members of the Autoliv Group, on the other hand, is stored shall be split equitably between the Veoneer Group and the Autoliv Group.

(b) Each Party shall use the same degree of care (but no less than a reasonable degree of care) as it takes to preserve confidentiality for its own similar Information: (i) to maintain the Stored Records at its Record Facility in accordance with its regular records retention policies and procedures and the terms of this Section 6.4; and (ii) to comply with the requirements of any “litigation hold” that relates to Stored Records at its Record Facility that relates to (x) any Action that is pending as of the Restructuring Date or (y) any Action that arises or becomes threatened or reasonably anticipated after the Restructuring Date as to which the Party storing such Stored Records has received a written notice of the applicable “litigation hold” from the other Party; provided, that such other Party shall be obligated to provide the Party storing such Stored Records with timely notice of the termination of such “litigation hold.”

(c) In addition to the retention requirements of Section 6.4(a) and Section 6.4(b), for a period no less than the period required pursuant to the terms of any contract with a customer or original equipment manufacturer (or such longer period of time as may be required by applicable Law), (i) Veoneer, at its sole cost and expense, shall use its commercially reasonable efforts to maintain and make available to Autoliv all technical documentation in its possession or in the possession of any member of the Veoneer Group applicable to such product and such product’s design, test, release, and validation and (ii) Autoliv, at its sole cost and expense, shall use its commercially reasonable efforts to maintain and make available to Veoneer all technical documentation in its possession or in the possession of any member of the Autoliv Group applicable to such product and such product’s design, test, release, and validation; provided, however, neither Party shall destroy, or permit any member of their respective Groups to destroy, any such technical documentation without first notifying the other Party of the proposed destruction and giving the other Party the opportunity to take possession or make copies of such technical documentation prior to such destruction; provided, further, that each Party shall provide notice of any change to the document retention requirements set forth in any contract with such Party’s customer or original equipment manufacturer and the other Party shall not be subject to such retention requirements until it receives such notice.

 

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(d) Veoneer shall, from time to time, at the reasonable request of Autoliv, provide Autoliv with technical assistance and information in respect to any claims brought against Autoliv involving the conduct of the Veoneer Business prior to the Restructuring Date, including by making available employees of the Veoneer Group and consultation and appearances of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. Autoliv shall reimburse Veoneer for its reasonable out-of-pocket costs (travel, hotels, etc.) of providing such services, consistent with Autoliv’s policies and practices regarding such expenditures. Additionally, Autoliv shall, from time to time, at the reasonable request of Veoneer, provide Veoneer, to the extent reasonably possible through applicable Autoliv employees, with technical assistance and information in respect to any claims brought against Veoneer involving the conduct of the Veoneer Business prior to the Restructuring Date, including consultation and appearances of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. Veoneer shall reimburse Autoliv for its reasonable out-of-pocket costs (travel, hotels, etc.) of providing such services, consistent with Veoneer’s policies and practices regarding such expenditures.

6.5 Limitations of Liability. No Party shall have any liability to any other Party relating to or arising out of (a) any Information exchanged or provided pursuant to Section 6.1 that is found to be inaccurate in the absence of willful misconduct by the Party providing such Information or (b) the destruction of any Information after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth herein or in any Ancillary Agreement.

(b) Either Party that receives, pursuant to a request for Information in accordance with this Article VI, Tangible Information that is not relevant to its request shall (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information and (ii) deliver to the providing Party a certificate certifying that such Tangible Information was returned or destroyed, as the case may be, which certificate shall be signed by an authorized Representative of the requesting Party.

(c) When any Tangible Information provided by one Party to the other Party (other than Tangible Information provided pursuant to Section 6.4) is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement or is no longer required to be retained by applicable Law, the receiving Party shall promptly, after request of the other Party, either return to the other Party all Tangible Information in the form in which it was originally provided (including all copies thereof and all notes, extracts or summaries based thereon) or, if the providing Party has requested that the other Party destroy such Tangible Information, certify to the other Party that it has destroyed such Tangible Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that this obligation to return or destroy such Tangible Information shall not apply to any Tangible Information solely related to the receiving Party’s business, Assets, Liabilities, operations or activities.

6.7 Auditors and Audits.

(a) Until the first Veoneer fiscal year end occurring after the Distribution Effective Time and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs, each Party shall provide or provide access to the other Party on a timely basis, all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure

 

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controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated by the Commission and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and the Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

(b) In the event a Party restates any of its financial statements that include such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation as of the end of and for the 2018 fiscal year and the five (5) year period ending December 31, 2018, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the Commission that includes such restated audited or unaudited financial statements (the “Amended Financial Report”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the Commission, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the Commission, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party, in connection with the other Party’s preparation of any Amended Financial Reports.

6.8 Privileged Matters.

(a) The Parties recognize that, prior to the Distribution Effective Time, legal and other professional services have been and shall be rendered for the collective benefit of each of the members of the Autoliv Group and the Veoneer Group, and that each of the members of the Autoliv Group and the Veoneer Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges and immunities that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided after the Distribution Effective Time, which services will be rendered solely for the benefit of the Autoliv Group or the Veoneer Group, as the case may be.

(b) The Parties agree as follows:

(i) Autoliv shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Autoliv Business, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group; Autoliv shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Autoliv Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group;

(ii) Veoneer shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Veoneer Business, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group; Veoneer shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Veoneer Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group; and

 

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(iii) If the Parties do not agree as to whether certain information is Privileged Information or whether such Privileged Information relates solely to either Group, then such information shall be treated as Privileged Information and, if both Parties believe it is Privileged Information that relates to such Party’s Group, Privileged Information of both Groups. If only one Party believes that such information is Privileged Information of such Group, such Party shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not Privileged Information or is Privileged Information of only one Group or unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article IV to resolve any Disputes as to whether any information relates solely to the Autoliv Business, solely to the Veoneer Business, or to both the Autoliv Business and the Veoneer Business.

(c) Subject to Section 6.8(d) and Section 6.8(e), the Parties agree that they shall have a shared privilege or immunity with respect to all privileges not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the written consent of the other Party.

(d) If any dispute arises between the Parties, or any member of their respective Groups, regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall: (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except to protect its own legitimate interests.

(e) Upon receipt by any member of the Veoneer Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which Autoliv or any of its Subsidiaries has the sole right hereunder to assert a privilege or immunity, or if Veoneer obtains knowledge that any of its, or any member of the Veoneer Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, Veoneer shall promptly provide written notice to Autoliv of the existence of the request (which notice shall be delivered to Autoliv no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide Autoliv a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(f) Upon receipt by any member of the Autoliv Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which Veoneer or any member of the Veoneer Group has the sole right hereunder to assert a privilege or immunity, or if Autoliv obtains knowledge that any of its, or any member of the Autoliv Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, Autoliv shall promptly provide written notice to Veoneer of the

 

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existence of the request (which notice shall be delivered to Veoneer no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide Veoneer a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access to, Information pursuant to this Agreement is made and done in reliance on the agreement of the Parties set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that: (i) the exchange or retention by one Party to the other Party of any Privileged Information that should not have been transferred or retained, as the case may be, pursuant to the terms of this Article VI shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such Privileged Information; and (ii) the Party receiving or retaining such Privileged Information shall promptly return or transfer, as the case may be, such Privileged Information to the Party who has the right to assert the privilege or immunity.

(h) In furtherance of, and without limitation to, the Parties’ agreement under this Section 6.8, Autoliv and Veoneer shall, and shall cause their applicable Subsidiaries to, use reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

(i) Notwithstanding any provision to the contrary in this Section 6.8, the Party responsible under the Tax Matters Agreement for controlling a Tax Contest shall have the authority to disclose or not disclose, in its sole discretion, any and all Privileged Information to (i) any Tax Authority conducting a Tax Contest or (ii) to third parties in connection with the defense of a Tax Contest, including expert witnesses, accountants and other advisors, potential witnesses and other parties whose assistance is deemed, in the sole discretion of such Party, to be necessary or beneficial to representing the interests of the Parties hereunder.

6.9 Confidentiality.

(a) Confidentiality. From and after the Distribution Effective Time, subject to Section 6.10 and except as contemplated by or otherwise provided in this Agreement or any Ancillary Agreement, Autoliv, on behalf of itself and each of its Subsidiaries, and Veoneer, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Autoliv’s confidential and proprietary Information pursuant to policies in effect as of the Distribution Effective Time, all confidential or proprietary Information concerning the other Party (or its business) and the other Party’s Subsidiaries (or their respective businesses) that is either in its possession (including confidential or proprietary Information in its possession prior to the Distribution Effective Time) or furnished by the other Party or the other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such confidential or proprietary Information other than for such purposes as may be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential or proprietary Information has been: (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources

 

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by such Party or any of its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential or proprietary Information or (iii) independently developed or generated without reference to or use of the respective proprietary or confidential Information of the other Party or any of its Subsidiaries. The foregoing restrictions shall not apply in connection with the enforcement of any right or remedy relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. If any confidential or proprietary Information of one Party or any of its Subsidiaries is disclosed to another Party or any of its Subsidiaries in connection with providing services to such first Party or any of its Subsidiaries under this Agreement or any Ancillary Agreement, then such disclosed confidential or proprietary Information shall be used only as required to perform such services. For the avoidance of doubt, the confidential and proprietary Information governed by this Section 6.9(a) shall include all of the Autoliv and Veoneer engineering and product specification standards.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any confidential or proprietary Information of the other Party addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Information), and except in compliance with Section 6.10. Without limiting the foregoing, when any Information furnished by the other Party after the Distribution Effective Time pursuant to this Agreement or any Ancillary Agreement is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, other than with respect to Tax Records (in which event the provisions of the Tax Matters Agreement shall govern), each Party shall, at its option, promptly after receiving a written notice from the disclosing Party, either return to the disclosing Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the disclosing Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that a Party shall not be required to destroy or return any such Information to the extent that (i) the Party is required to retain the Information in order to comply with any applicable Law, (ii) the Information has been backed up electronically pursuant to the Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Party’s legal files for purposes of resolving any dispute that may arise under this Agreement or any Ancillary Agreement.

(c) Third Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Distribution Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Distribution Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Distribution Effective Time or affirmative commitments or representations that were made before the Distribution Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

 

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6.10 Protective Arrangements. In the event that either Party or any of its Subsidiaries is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the Party or any of its Subsidiaries are traded to disclose or provide any confidential or proprietary Information of the other Party (other than with respect to any such Information furnished pursuant to the provisions of Section 6.1 or Section 6.7, as applicable) that is subject to the confidentiality provisions hereof, such Party shall provide the other Party with written notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order, at such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

7.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use its commercially reasonable efforts, prior to, on and after the Distribution Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable on its part under applicable Laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) On or prior to the Distribution Effective Time, Autoliv and Veoneer in their respective capacities as direct and indirect equityholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Autoliv or Subsidiary of Veoneer, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

7.2 Performance. Autoliv shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Autoliv Group. Veoneer shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Veoneer Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 7.2 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such Party to violate this Agreement or any Ancillary Agreement or materially impair such Party’s ability to consummate the transactions contemplated hereby or thereby.

 

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7.3 No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities.

(a) Each of the Parties agrees that this Agreement shall not include any noncompetition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any member of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, or in the Ancillary Agreements, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any member of the other Group or (iv) subject to Section 7.5, employ or otherwise engage any officer, director or employee of the other Group.

(b) Except as expressly provided herein, or in the Ancillary Agreements, the Parties hereby acknowledge and agree that if any Person that is a member of a Group, including any officer or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, the other Group shall not have an interest in, or expectation that such opportunity be offered to it or that it be offered an opportunity to participate therein, and any such expectation with respect to such opportunity, is hereby renounced by such Group. Accordingly, except as expressly provided herein, or in the Ancillary Agreements, (i) neither Group will be under any obligation to present, communicate or offer any such opportunity to the other Group and (ii) each Group has the right to hold any such opportunity for its own account, or to direct, recommend, sell, assign or otherwise transfer such opportunity to any Person or Persons other than the other Group, and, to the fullest extent permitted by Law, neither Group shall have or be under any duty to the other Group and shall not be liable to the other Group for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that such Group or any of its officers or directors pursues or acquires the opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the opportunity to another Person, or such Group does not present, offer or communicate information regarding the opportunity to the other Group.

(c) For the purposes of this Section 7.3, “corporate opportunities” of a Group shall include business opportunities that such Group is financially able to undertake, that are, by their nature, in a line of business of such Group, are of practical advantage to it and are ones in which any member of the Group has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a Person or any of its officers or directors will be brought into conflict with that of such Group.

7.4 Mail Forwarding. Autoliv agrees that following the Distribution Effective Time it shall use its commercially reasonable efforts to forward to Veoneer any correspondence relating to the Veoneer Business (or a copy thereof to the extent such correspondence relates to both the Veoneer Business and the Autoliv Business) that is delivered to Autoliv. Veoneer agrees that following the Distribution Effective Time it shall use its commercially reasonable efforts to forward to Autoliv any correspondence relating to the Autoliv Business (or a copy thereof to the extent such correspondence relates to both the Autoliv Business and the Veoneer Business) that is delivered to Veoneer.

7.5 Non-Solicitation Covenant. For a period of one (1) year from and after the Distribution Effective Time, neither Party shall, and shall ensure that the other members of such Party’s Group shall not, directly or indirectly, solicit or hire any executives, officers or engineers of the other Party’s Group without the prior written consent of Autoliv or Veoneer, as applicable; provided, however, that this Section 7.5 shall not prohibit any general offers of employment to the public, including through a bona fide search firm or general advertisement or job posting, so long as it is not specifically targeted toward employees of the Autoliv Group or Veoneer Group, as applicable.

 

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7.6 Order of Precedence.

(a) Notwithstanding anything to the contrary in this Agreement or any Specified Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and any Specified Ancillary Agreement, the provisions of such Specified Ancillary Agreement shall prevail.

(b) The Parties acknowledge and confirm that, notwithstanding anything to the contrary in the Transfer Documents, (i) to the extent that any provision of the Transfer Documents conflicts with this Agreement, this Agreement shall be deemed to control with respect to the subject matter thereof and (ii) the Transfer Documents shall not be deemed in any way to amend, expand, restrict or otherwise modify such parties’ rights and obligations set forth in this Agreement.

ARTICLE VIII

TERMINATION

8.1 Termination. This Agreement and any Ancillary Agreement (not including any Transfer Documents) may be terminated and the terms and conditions of the Distribution may be amended, modified or abandoned at any time prior to the Distribution Effective Time by and in the sole and absolute discretion of the Autoliv Board without the approval of any other Person, including the Veoneer Board or the stockholders of Autoliv or Veoneer. In the event that this Agreement is terminated, this Agreement shall become null and void and no Party, nor any Party’s directors, officers or employees, shall have any liability of any kind to any Person by reason of this Agreement. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by Autoliv and Veoneer.

8.2 Effect of Termination. In the event of any termination of this Agreement prior to the Distribution Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE IX

MISCELLANEOUS

9.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party.

(b) This Agreement, the Ancillary Agreements and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein; provided, however, Autoliv agrees on behalf of itself and each other member of the Autoliv Group, and Veoneer agrees on behalf of itself and each other member of the Veoneer Group that (i) notwithstanding Article V of the Master Transfer Agreement, any Dispute arising out of or in connection with the Master Transfer Agreement and any Ancillary Agreement related thereto shall be subject to the dispute resolution procedures set forth in Article IV of this Agreement, (ii) Sections 4.1 through 4.12 of the Master Transfer Agreement are superseded and replaced in their entirety by Sections 5.1 through 5.17 of this Agreement, and (iii) Section 5.16 of this Agreement will be deemed to be an amendment to Sections 2.5 and 2.6 of the Master Transfer Agreement, and to the extent that any provision of Section 2.5 or 2.6 of the Master Transfer Agreement conflicts with Section 5.16 of this Agreement, Section 5.16 of this Agreement shall be deemed to control with respect to the subject matter thereof. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to

 

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Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

(c) Autoliv represents on behalf of itself and each other member of the Autoliv Group, and Veoneer represents on behalf of itself and each other member of the Veoneer Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been or will be duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

9.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated in this Agreement and each Ancillary Agreement or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies

9.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or other party thereto may assign its respective rights or delegate its respective obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in connection with a merger or consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

9.4 Third Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any Autoliv Indemnitee or Veoneer Indemnitee in their respective capacities as such, and the provisions of Section 5.17 as to directors and officers of Autoliv Group and Veoneer Group: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and

 

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are not intended to confer upon any Person (including any stockholders of Autoliv or stockholders of Veoneer) except the Parties hereto any rights or remedies hereunder; and (b) there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third Person (including any stockholders of Autoliv or stockholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable, and unless otherwise provided thereunder, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.5):

If to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

If to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

9.6 Severability. In the event any one or more of the provisions contained in this Agreement or any Ancillary Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

 

41


9.8 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, (a) all out-of-pocket fees, costs and expenses incurred prior to the Distribution Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Restructuring, the Distribution and the consummation of the transactions contemplated hereby and thereby will be borne by Autoliv; (b) all out-of-pocket fees, costs and expenses incurred in connection with the preparation, execution, filing, delivery or otherwise related to the Form 10 and the Information Statement will be borne by Veoneer, whether before or after the Distribution Effective Time, and (c) all out-of-pocket fees, costs and expenses incurred following the Distribution Effective Time will be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

9.9 Headings. The article, section and paragraph headings contained in this Agreement or any Ancillary Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

9.10 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Distribution and shall remain in full force and effect in accordance with their terms.

9.11 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

9.12 Specific Performance. Subject to Article IV, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

9.13 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Distribution Effective Time, the terms and conditions of this Agreement, including terms relating to the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the Autoliv Board without the approval of any Person, including Veoneer or Autoliv.

 

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9.14 Construction. This Agreement shall be construed as if jointly drafted by the Parties, and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights that the Parties may have. The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The Parties have received independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by any other Party, or such other Party’s employees, agents, representatives, or attorneys, regarding this Agreement, except to the extent such representations are expressly incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or the Ancillary Agreements or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

9.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Autoliv or Veoneer, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Autoliv or Veoneer, as applicable, under this Agreement or any Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Autoliv or Veoneer, for itself and its respective Subsidiaries and its and their respective stockholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

Exclusivity of Tax Matters Agreement. Notwithstanding any other provision of this Agreement (other than Sections 3.2(d), 5.5(b) and 5.5(d)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein.Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER VEONEER NOR ITS AFFILIATES, ON THE ONE HAND, NOR AUTOLIV NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES PAID BY AN INDEMNITEE IN RESPECT OF A THIRD PARTY CLAIM).

[Signature Page to Follow.]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

 

AUTOLIV, INC.
By:  

/s/ Lars Sjöbring

Name:   Lars Sjöbring
Its:   Group Vice President, Legal Affairs, General Counsel and Secretary
VEONEER, INC.
By:  

/s/ Mathias Hermansson

Name:   Mathias Hermansson
Its:   Chief Financial Officer and Executive Vice President, Financial Affairs


Exhibit A

Master Transfer Agreement


MASTER TRANSFER AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF APRIL 1, 2018


TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

     1  

1.1

 

Definitions

     1  

1.2

 

Interpretation

     15  

ARTICLE II INTERNAL RESTRUCTURING

     16  

2.1

 

General

     16  

2.2

 

Restructuring: Transfers of Assets and Assumptions of Liabilities

     16  

2.3

 

Intercompany Accounts and Agreements

     17  

2.4

 

Treatment of Shared Contracts and Shared Permits

     18  

2.5

 

Allocation of Liabilities Related to Recall, Product Liability and Warranty Claims

     18  

2.6

 

Insurance Coverage for Recall and Product Liability Claims

     18  

2.7

 

Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time

     19  

2.8

 

Conveyancing and Assumption Instruments

     21  

2.9

 

Guarantees; Letters of Credit

     22  

2.10

 

Bank Accounts; Cash Balances

     23  

2.11

 

Veoneer Funding Plan

     24  

2.12

 

Return of Assets and Payments

     24  

2.13

 

Disclaimer of Representations and Warranties

     24  

ARTICLE III CERTAIN COVENANTS

     25  

3.1

 

Intellectual Property

     25  

3.2

 

Employees

     25  

3.3

 

Transition Services Agreement

     25  

3.4

 

Further Assurances

     25  

3.5

 

Cooperation

     26  

3.6

 

Performance

     27  

ARTICLE IV INDEMNIFICATION; COOPERATION

     27  

4.1

 

Indemnification by Autoliv

     27  

4.2

 

Indemnification by Veoneer

     27  

4.3

 

Procedures for Indemnification

     28  

4.4

 

Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation

     30  

4.5

 

Cooperation in Defense and Settlement

     30  

4.6

 

Contribution

     31  

4.7

 

Indemnification Payments

     31  

4.8

 

Survival of Indemnities

     31  

4.9

 

Covenant Not to Sue (Liabilities and Indemnity)

     31  

4.10

 

No Impact on Third Parties

     31  

4.11

 

No Cross-Claims or Third-Party Claims

     31  

 

i


4.12

 

Non-Exclusivity of Remedies

     32  

ARTICLE V DISPUTE RESOLUTION

     32  

5.1

 

Dispute Resolution

     32  

ARTICLE VI . MISCELLANEOUS

     32  

6.1

 

Complete Agreement; Construction

     32  

6.2

 

Ancillary Agreements

     32  

6.3

 

Counterparts

     32  

6.4

 

Governing Law

     32  

6.5

 

Assignability

     33  

6.6

 

Termination

     33  

6.7

 

Third Party Beneficiaries

     33  

6.8

 

Notices

     33  

6.9

 

Severability

     34  

6.10

 

Force Majeure

     34  

6.11

 

Expenses

     34  

6.12

 

Headings

     34  

6.13

 

Survival of Covenants

     34  

6.14

 

Waivers of Default

     35  

6.15

 

Amendments

     35  

6.16

 

Performance

     35  

6.17

 

Counterparts

     35  

6.18

 

Facsimile Signatures

     35  

6.19

 

Limited Liability

     35  

6.20

 

Limitations of Liability

     36  

Schedules

Schedule 1.1(a)    Transferred Entities
Schedule 1.1(b)    Veoneer Properties
Schedule 2.3(a)    Continuing Arrangements
Schedule 2.9(b)    Continuing Guarantees
Exhibits   
Exhibit A    Restructuring Steps Plan
Exhibit B    Veoneer Funding Plan

 

ii


MASTER TRANSFER AGREEMENT

This MASTER TRANSFER AGREEMENT is entered into effective as of April 1, 2018 (this “Agreement”), by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation and wholly owned subsidiary of Autoliv (“Veoneer”). Autoliv and Veoneer are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS:

WHEREAS, Autoliv and certain of its Subsidiaries are engaged in the Veoneer Business;

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined that it is in the best interests of Autoliv and its stockholders to separate the Veoneer Business from the Autoliv Business so that, as of the Effective Time, the Veoneer Business is held and operated by members of the Veoneer Group and the Autoliv Business is held and operated by members of the Autoliv Group (the “Restructuring”);

WHEREAS, to effect the Restructuring, members of the Autoliv Group shall contribute, convey, transfer, assign and deliver to members of the Veoneer Group, and members of the Veoneer Group shall accept and assume from members of the Autoliv Group, all of the right, title and interest of the members of the Autoliv Group in, to and under certain of the assets and liabilities relating to the Veoneer Business (including equity interests in members of the Transferred Entities), in each case on the terms and subject to the conditions of this Agreement; and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Restructuring and certain other agreements that will govern certain matters relating to the Restructuring and the relationship of Autoliv, Veoneer and their respective Groups following the Restructuring.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: “Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or in any arbitration or mediation.

 

1


Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise.

Agreement” has the meaning set forth in the Preamble.

Ancillary Agreements” means, collectively, the various Contracts, resolutions and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement and the Restructuring Steps Plan, including the Transition Services Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

Antitrust Laws” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition.

Asset Transferees” means the Transferred Entities, including Veoneer, to which Veoneer Assets shall be Transferred by an Asset Transferor in order to consummate the transactions contemplated by this Agreement or by the Restructuring Steps Plan.

Asset Transferors” means the entities transferring Assets to Asset Transferees in order to consummate the transactions contemplated by this Agreement or by the Restructuring Steps Plan.

Assets” of a Person means assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

Assume” has the meaning set forth in Section 2.2(b).

Autoliv” has the meaning set forth in the Preamble.

Autoliv Accounts” has the meaning set forth in Section 2.10(a).

 

2


Autoliv Assets” means all Assets of either Party or the members of its Group as of the Effective Time, other than the Veoneer Assets, including:

(i) all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by any member of the Autoliv Group;

(ii) all Contracts of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Contracts;

(iii) all Intellectual Property of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Intellectual Property;

(iv) all Permits of either Party or any member of its Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Permits;

(v) any Contract related to the leasing or subleasing of real property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Leases;

(vi) all cash, cash equivalents and marketable securities on hand or in banks, other than the Veoneer Cash or cash designated to be contributed to Veoneer pursuant to the Veoneer Funding Plan; and

(vii) all Business Records other than the Veoneer Business Records.

Autoliv Board” has the meaning set forth in the Recitals.

Autoliv Business” means all businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted by Autoliv and its Subsidiaries prior to the Effective Time that are not included in the Veoneer Business.

Autoliv Group” means, immediately after the Effective Time, (i) Autoliv and (ii) each Subsidiary of Autoliv (other than any Subsidiary that is a member of the Veoneer Group).

Autoliv Indemnitees” has the meaning set forth in Section 4.2.

Autoliv Liabilities means all Liabilities of either Party or the members of its Group as of the Effective Time, other than the Veoneer Liabilities, including:

(i) all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by Autoliv or any other member of the Autoliv Group, and all agreements, obligations and Liabilities of any member of the Autoliv Group under this Agreement or any of the Ancillary Agreements;

 

3


(ii) all Liabilities to the extent (and only to the extent) based upon, relating to or arising from the operation or conduct of the Autoliv Business, but excluding in all circumstances the Veoneer Liabilities;

(iii) all Liabilities arising out of claims made by any Third Party (including Autoliv’s or Veoneer’s respective directors, officers, shareholders, current and former employees and agents) against any member of the Autoliv Group or the Veoneer Group to the extent relating to, arising out of or resulting from the Autoliv Business or the Autoliv Assets or the Liabilities referred to in clauses (i) and (ii) above (whether such claims arise, in each case before, at or after the Effective Time);

(iv) all Liabilities arising out of claims made by any Third Party against any member of the Autoliv Group or the Veoneer Group to the extent relating to, arising out of or resulting from the violation of Antitrust Laws with respect to the Autoliv Business (whether such claims arise, in each case before, at or after the Effective Time); and

(v) all Liabilities that relate to or arise from Pre-Effective Time Veoneer Product Claims (whether such claims arise, in each case before, at or after the Effective Time).

Autoliv Product Liability Insurance Policies” has the meaning set forth in Section 2.6(a).

Autoliv Representative” means the General Counsel of Autoliv or such other individual designated by Autoliv.

Business Day” means any day that is not a Saturday, Sunday or any other day on which banking institutions located in New York, New York are required or authorized by Law to be closed.

Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other Tax work papers and files and other documents in whatever form, physical, electronic or otherwise.

Closing Date” shall mean April 1, 2018.

Code” means the Internal Revenue Code of 1986, as amended.

Consents” means any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Authority.

Continuing Arrangements” means those arrangements set forth on Schedule 2.3(a) and such other commercial arrangements among the Parties (or their respective Groups) that are intended to survive and continue following the Effective Time as expressly set forth in the Transition Services Agreement.

 

4


Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

Disputes” has the meaning set forth in Section 5.1.

Effective Time” means 12:10 a.m. New York time, except as otherwise specifically set forth in any Ancillary Agreement, on the Closing Date.

Employees Transferred to Veoneer” has the meaning set forth in Section 3.2(a).

Environmental Law” means any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

Environmental Liabilities” means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance, including with any product take-back requirements, or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

Existing Guarantor” has the meaning set forth in Section 2.9(a).

Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

Governmental Approvals” means any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

Governmental Authority” means any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, regional, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any official thereof.

 

5


Group” means either the Veoneer Group or the Autoliv Group, as the context requires.

Guaranteed Party” has the meaning set forth in Section 2.9(a).

Guaranty Release” has the meaning set forth in Section 2.9(c).

Hazardous Materials” means any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

Income Taxes” means all Taxes based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum tax or any Tax on items of tax preference, but not including sales, use, real, or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including, but not limited to, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (i) above.

Indebtedness” means (a) all obligations of such specified Person for borrowed money or arising out of any extension of credit to or for the account of such specified Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), (b) all obligations of such specified Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such specified Person upon which interest charges are customarily paid, (d) all obligations of such specified Person under conditional sale or other title retention agreements relating to Assets purchased by such specified Person, (e) all obligations of such specified Person issued or assumed as the deferred purchase price of property or services, (f) all liabilities secured by (or for which any Person to which any such liability is owed has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge or other encumbrance on property owned or acquired by such specified Person (or upon any revenues, income or profits of such specified Person therefrom), whether or not the obligations secured thereby have been assumed by the specified Person or otherwise become liabilities of the specified Person, (g) all capital lease obligations of such specified Person, (h) all securities or other similar instruments convertible or exchangeable into any of the foregoing, but excluding daily cash overdrafts associated with routine cash operations, and (i) any liability of others of a type described in any of the preceding clauses (a) through (h) in respect of which the specified Person has incurred, assumed or acquired a liability by means of a guaranty, excluding any obligations related to Taxes.

 

6


Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all Liabilities, deficiencies, obligations, penalties, judgments, settlements, claims, payments, fines, administrative penalties, interest and Taxes (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, reputational, indirect or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim)).

Indemnifying Party” has the meaning set forth in Section 4.3(a).

Indemnitee” has the meaning set forth in Section 4.3(a).

Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium and regardless of location, including (a) Technology and (b), to the extent not described by clause (a), technical, financial, employee or business information or data, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names and records, supplier names and records, customer and supplier lists, customer and vendor data or correspondence, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other financial employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, product data and literature, promotional and advertising materials, operating manuals, instructional documents, quality records and regulatory and compliance records.

Insurance Proceeds” means those monies: (a) received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective; or (b) paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, on behalf of the insured, in either such case net of any costs or expenses incurred in the collection thereof.

Intellectual Property” means all intellectual property and industrial property in any and all jurisdictions throughout the world, including all: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) Trademarks, (c) Internet domain names, (d) copyrights, mask works, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) any intellectual property rights in unpatented technology, and inventions (whether or not patentable and whether or not reduced to practice), invention disclosures, ideas, formulas, compositions, inventor’s notes, discoveries and improvements, manufacturing and production processes and techniques, testing information, research and development information, drawings, specifications, designs, plans, proposals and technical data, trade secrets, confidential information, data, know-how, product designs and development, methods and processes, testing tools and materials, customer information, marketing materials and market surveys and (f) intellectual property rights arising from or in respect of any Software or Technology.

 

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Law” means any national, supranational, federal, state, provincial, regional, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other legally enforceable requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

Leased Real Property” means (a) the real property leased by Autoliv or any other member of the Autoliv Group and used exclusively in the Veoneer Business and (b) the real property leased by any member of the Veoneer Group, in each case as tenant.

Liabilities” means any and all Indebtedness, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, reimbursement obligations in respect of letters of credit, damages, payments, fines, penalties, claims, settlements, judgments, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, reflected on a balance sheet or otherwise, or determined or determinable, including those arising under any Law, claim (including any Third Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking or terms of employment, whether imposed or sought to be imposed by a Governmental Authority, another third Person, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, in each case, including all costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof, in each case (a) including any fines, damages or equitable relief that is imposed in connection therewith and (b) other than Taxes.

Losses” means any and all damages, losses (including diminution in value), deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, fines and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement rights hereunder), whether or not involving a Third Party Claim, other than Taxes.

Net Tax Benefit” has the meaning set forth in Section 4.4.

Parties” or “Party” has the meaning set forth in the Preamble.

 

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Permit” means all permits, licenses, franchises, authorizations, concessions, certificates, consents, exemptions, approvals, variances, registrations, or similar authorizations from any Governmental Authority.

Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity or any Governmental Authority.

Post-Effective Time Veoneer Products” means, with respect to any Veoneer Company, Veoneer Products manufactured by such Veoneer Company with a manufacturing date for such Veoneer Product after the Effective Time.

Post-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Post-Effective Time Veoneer Products.

Pre-Effective Time Veoneer Products” means Veoneer Products manufactured by a Veoneer Company or a member of the Autoliv Group with a manufacturing date for such Veoneer Product prior to the Effective Time.

Pre-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Pre-Effective Time Veoneer Products.

Restructuring” has the meaning set forth in the Recitals.

Restructuring Steps Plan” means the steps plan setting out the steps to effect the Restructuring and attached hereto as Exhibit A.

Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

Separation Date” means the date on which Veoneer is no longer a Subsidiary of Autoliv.

Shared Contract” has the meaning set forth in Section 2.4.

Shared Permit” has the meaning set forth in Section 2.4.

Software” means any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine-readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

 

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Straddle Period” means the period from the Effective Time until the Separation Date.

Straddle Period Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Straddle Period Veoneer Products.

Straddle Period Veoneer Products” means, with respect to any Veoneer Company, Veoneer Products manufactured by such Veoneer Company with a manufacturing date for such Veoneer Product during the Straddle Period.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

Tax” or “Taxes” means any taxes, fees, assessments, duties or other similar charges imposed by any Tax Authority, including, without limitation, income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value-added, alternative minimum, estimated or other tax (including any fee, assessment, duty, or other charge in the nature of or in lieu of any tax), and any interest, penalties, additions to tax or additional amounts in respect of the foregoing

Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision or otherwise having jurisdiction with respect to such Tax.

Tax Law” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

Tax Return” or “Return” means any report of Taxes due, any claim for Refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

Technology” means all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, all customized applications, completely developed applications and modifications to commercial applications, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form, in each case, other than Software.

 

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Third Party” means any Person who is not a member of the Autoliv Group or the Veoneer Group.

Third Party Claim” has the meaning set forth in Section 4.3(b).

Trademarks” means all trademarks, service marks, trade names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing.

Transfer” has the meaning set forth in Section 2.2(b).

Transferred Entities” means the entities set forth on Schedule 1.1(a).

Transition Services Agreement” means that certain Transition Services Agreement to be entered into between Veoneer and Autoliv or any members of their respective Groups in connection with the Restructuring or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

Veoneer” has the meaning set forth in the Preamble.

Veoneer Accounts” has the meaning set forth in Section 2.10(a).

Veoneer Assets” means:

(i) all Assets of either Party or any member of its Group included or reflected as Assets of the Veoneer Group on the Veoneer Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the Veoneer Balance Sheet; provided, that the amounts set forth on the Veoneer Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Veoneer Assets pursuant to this clause (i);

(ii) all Assets of either Party or any member of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of Veoneer or members of the Veoneer Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Assets included on the Veoneer Balance Sheet, it being understood that (x) the Veoneer Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of Veoneer Assets pursuant to this clause (ii) and (y) the amounts set forth on the Veoneer Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Veoneer Assets pursuant to this clause (ii);

 

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(iii) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any member of its Group immediately prior to the Effective Time;

(iv) all accounts receivable to the extent relating to the operation of the Veoneer Business;

(v) all Veoneer Contracts and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vi) all Veoneer Intellectual Property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vii) all Veoneer Leases and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(viii) all Veoneer Permits and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(ix) without limiting the generality of clauses (i) and (ii), all Veoneer Properties, together with all buildings, fixtures and improvements erected thereon;

(x) all rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of Autoliv or any of its Subsidiaries exclusively related to the Veoneer Business, including the right to sue, recover and retain such recoveries and the right to continue in the name of Veoneer and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom;

(xi) all Business Records exclusively related to the Veoneer Business (the “Veoneer Business Records”); and

(xii) all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to any member of the Veoneer Group.

Veoneer Balance Sheet” means the unaudited pro forma condensed combined balance sheet of the Veoneer Group as of January 31, 2018, including the notes thereto.

Veoneer Business” means the business, operations, products, platforms, services and activities of the Electronics segment of Autoliv conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries or predecessors.

Veoneer Cash” means the amount of cash being distributed to Veoneer pursuant to the Veoneer Funding Plan.

 

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Veoneer Company” means Veoneer or any subsidiary of Veoneer.

Veoneer Contracts” means the following Contracts to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

(i) any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the Veoneer Group;

(ii) any Contract that relates primarily to the Veoneer Business, including (x) any Contract providing for the acquisition or disposition of an Veoneer Entity or Veoneer Assets and (y) any Contract that was entered into after the Effective Time and for which a quotation, proposal, or bid was pending as of the date hereof;

(iii) any Contract that represents or underlies any Veoneer Assets or Veoneer Liabilities;

(iv) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(b)) or any of the Ancillary Agreements to be assigned to or retained by any member of the Veoneer Group; and

(v) any guarantee, indemnity, representation or warranty of or in favor of any member of the Veoneer Group.

Veoneer Domain Names has the meaning set forth in Section 3.5(b).

Veoneer Funding Plan” means the plan of Autoliv and Veoneer to fund the operations of Veoneer through the contribution of cash to Veoneer or its Subsidiaries or the execution of Notes representing an agreement to contribute cash at a future date to Veoneer or its Subsidiaries in accordance with the funding plan attached as Exhibit B.

Veoneer Group” means, immediately after the Effective Time, (a) Veoneer and (b) each Subsidiary of Veoneer.

Veoneer Indemnitees” has the meaning set forth in Section 4.1.

Veoneer Intellectual Property” means (a) the Intellectual Property registered with any Governmental Authority owned by Autoliv or any of its Affiliates that is primarily used or primarily held for use in connection with the Veoneer Business as of the Effective Time as documented by the books and records of Autoliv, (b) all rights in any unregistered Intellectual Property, including Trademarks, that is related to the registered Intellectual Property described in (a), and (c) all other Intellectual Property owned or licensed by Autoliv or any of its Affiliates and exclusively used or exclusively held for use in connection with the Veoneer Business as of the Effective Time, in each case together with all rights, priorities and privileges accruing thereunder or pertaining thereto throughout the world (including all rights to sue or otherwise recover for past, present and future infringement thereof).

Veoneer Leases” means the leases covering the Leased Real Property.

 

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Veoneer Liabilities” shall mean all Liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the Veoneer Business or a Veoneer Asset, including:

(i) all Liabilities included or reflected as liabilities or obligations of Veoneer or the members of the Veoneer Group on the Veoneer Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Veoneer Balance Sheet; provided, that the amounts set forth on the Veoneer Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Veoneer Liabilities pursuant to this clause (i);

(ii) all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of Veoneer or the members of the Veoneer Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Liabilities included on the Veoneer Balance Sheet, it being understood that (x) the Veoneer Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Veoneer Liabilities pursuant to this clause (ii) and (y) the amounts set forth on the Veoneer Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Veoneer Liabilities pursuant to this clause (ii);

(iii) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed by Veoneer or any other member of the Veoneer Group, and all agreements, obligations and Liabilities of any member of the Veoneer Group under this Agreement or any of the Ancillary Agreements;

(iv) all trade and other accounts payable to the extent related to the Veoneer Business;

(v) all Liabilities based upon, relating to or arising from the Veoneer Contracts;

(vi) all Liabilities based upon, relating to or arising from Intellectual Property to the extent used or held for use in the Veoneer Business;

(vii) all Liabilities based upon, relating to or arising from the Veoneer Permits;

(viii) all Liabilities with respect to terminated, divested or discontinued businesses, Assets or operations that were of such a nature that they would be or would have been part of the Veoneer Business had they not been terminated, divested or discontinued (regardless of whether they ever operated under the “Veoneer” name), and all Liabilities of Autoliv related thereto unless such Liabilities are expressly retained by Autoliv pursuant to the terms of this Agreement or the Ancillary Agreements;

(ix) all Liabilities based upon, relating to or arising from all Veoneer Leases;

 

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(x) all Environmental Liabilities arising at, prior to or after the Effective Time to the extent based upon, relating to or arising from the conduct of the Veoneer Business as currently or formerly conducted (including at any properties that were previously owned or operated in connection with the Veoneer Business) or the Veoneer Assets or the Veoneer Properties; and

(xi) all Liabilities arising out of claims made by any Third Party (including Autoliv’s or Veoneer’s respective directors, officers, shareholders, employees and agents) against any member of the Autoliv Group or the Veoneer Group to the extent relating to, arising out of or resulting from the Veoneer Business or the Veoneer Assets or the other business, operations, activities or Liabilities referred to in clauses (i) through (x) above.

Notwithstanding the above, the term “Veoneer Liabilities” shall not include any Liabilities that relate to or arise from Pre-Effective Time Veoneer Product Claims.

Veoneer Permits” means all Permits owned or licensed by either Party or member of its respective Group exclusively used in the operation of the Veoneer Business as of the Effective Time.

Veoneer Product Claims” means all Third Party Claims that are related to or arise from a Veoneer Product’s lack of compliance with a customer’s, original equipment manufacturer’s or Permit’s specifications or any functionality requirements, including, but not limited to, product recall claims, product liability claims, and expressed or implied warranty claims.

Veoneer Products” means each individual product unit (including Software) produced or manufactured in the Veoneer Business.

Veoneer Properties” means the real property set forth on Schedule 1.1(b).

Veoneer Representative” means the General Counsel of Veoneer or such other individual designated by Veoneer.

1.2 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

 

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ARTICLE II

INTERNAL RESTRUCTURING

2.1 General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to consummate the transactions contemplated hereby, including as set forth in the Restructuring Steps Plan. It is the intent of the Parties that, after consummation of the transactions contemplated hereby, including the Restructuring Steps Plan, Autoliv shall have been restructured, to the extent necessary, such that following the consummation of such restructuring, subject to Section 2.7 and Section 2.8, (i) all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Autoliv Assets shall be owned or held by the Autoliv Group, the Autoliv Business shall be conducted by the Autoliv Group and all of the Autoliv Liabilities shall be Assumed directly or indirectly by (or remain with) the Autoliv Group and (ii) Veoneer shall, directly or indirectly, own the equity interests of all of the Transferred Entities, all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Veoneer Assets shall be owned or held by the Veoneer Group, the Veoneer Business shall be conducted by the Veoneer Group and all of the Veoneer Liabilities shall be Assumed directly or indirectly by (or remain with) the Veoneer Group.

2.2 Restructuring: Transfers of Assets and Assumptions of Liabilities.

(a) At or prior to the Effective Time, Autoliv and its Subsidiaries will use reasonable best efforts to take such steps (which may include the transfer of shares or other equity interests, the formation of new entities and/or the declaration of dividends) as may be necessary or desirable to effect the Restructuring Steps Plan (and any additional steps that may have been omitted from (or are otherwise required in order to effect) the Restructuring Steps Plan) in order to cause Veoneer to, directly or indirectly, own the Transferred Entities (other than Veoneer).

(b) At or prior to the Effective Time, except as otherwise specifically set forth in any Ancillary Agreement and without duplication of the obligations set forth in Section 2.2(a), pursuant to the Ancillary Agreements: (x) Autoliv shall use reasonable best efforts to cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the appropriate members of the Autoliv Group, all of Veoneer’s and all members of the Veoneer Group’s right, title and interest in and to the Autoliv Assets and (B) Veoneer and/or the respective Veoneer Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the Veoneer Assets and (y) (i) Autoliv shall use reasonable best efforts to cause a member of the Autoliv Group to accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Autoliv Liabilities and (ii) Veoneer shall, or shall cause a member of the Veoneer Group to, Assume all of the Veoneer Liabilities, in each case, regardless of (I) when or where such Liabilities arose or arise, (II) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (III) where or against whom such Liabilities are asserted or determined or (IV)

 

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whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Autoliv Group or the Veoneer Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates. In the event and to the extent any such Transfers and Assumptions are not completed by the Effective Time, the Parties shall use reasonable best efforts to effect such Transfers and Assumptions following the Effective Time in accordance with, and subject to the limitations of, Section 2.7 and Section 2.8.

(c) The Parties shall use their reasonable best efforts to obtain the required Consents or Governmental Approvals to Transfer any Assets, Contracts, licenses, permits and/or authorizations issued by any Governmental Authority or parts thereof as contemplated by this Agreement. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by operation of Law cannot be Transferred or Assumed; provided, however, that the Parties shall cooperate and use their reasonable best efforts to seek to obtain, in accordance with applicable Law and to the fullest extent permitted by applicable Law, any required Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II.

(d) Autoliv and its Subsidiaries hereby waive compliance by each and every member of the Autoliv Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Veoneer Assets to any member of the Veoneer Group.

2.3 Intercompany Accounts and Agreements.

(e) Except to the extent not otherwise settled, capitalized or otherwise eliminated pursuant to any Ancillary Agreement, all (i) intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement, under any Ancillary Agreement or under any Continuing Arrangements as set forth on Schedule Section 2.3(a), and other than payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements), if any, and (ii) intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Autoliv Group, on the one hand, and any member of the Veoneer Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall be settled or capitalized, in each case as of the Effective Time, as may be agreed prior to the Effective Time by Autoliv and Veoneer, and their respective Subsidiaries, as applicable. Each of the Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by such agreement or agreements in respect of such settlements or capitalizations.

(f) Except as contemplated by any Ancillary Agreement or as set forth on Schedule 2.3(b), each Contract between any member of the Autoliv Group, on the one hand, and any member of the Veoneer Group, on the other hand, and all rights and obligations of the members of the Veoneer Group with respect thereto shall be terminated at or prior to the Effective Time, with no further Liability of any member of the Veoneer Group with respect thereto.

 

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2.4 Treatment of Shared Contracts and Shared Permits. Subject to applicable Law and except as otherwise provided in any Ancillary Agreement, and without limiting the generality of the obligations set forth in Section 2.2, unless the Parties otherwise agree or the benefits of any Contract or Permit described in this Section 2.4 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, (a) any Contract entered into by a member of the Autoliv Group or the Veoneer Group with a third party that is not a Veoneer Asset, but pursuant to which a member of the Veoneer Group, as of the Effective Time, has been provided certain revenues or other benefits or incurred any Liability (any such contract or agreement, a “Shared Contract”) and (b) any Permit set forth on Schedule 2.4(b) (any such permit, a “Shared Permit”), in each case, shall not be assigned in relevant part to the applicable members of the Veoneer Group or amended to give the relevant members of the Veoneer Group any entitlement to such rights and benefits thereunder; provided, however, that the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions to cause to the extent permitted under applicable Law: (i) the relevant member of the Veoneer Group to receive the rights and benefits previously provided in the ordinary course of business, consistent with past practice, pursuant to such Shared Contract or Shared Permit; and (ii) the relevant member of the Veoneer Group to bear the burden of the applicable Liabilities under such Shared Contract or Shared Permit. Notwithstanding the foregoing, no member of the Autoliv Group shall be required by this Section 2.4 to maintain in effect any Shared Contract or Shared Permit, and no member of the Veoneer Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract or Shared Permit.

2.5 Allocation of Liabilities Related to Recall, Product Liability and Warranty Claims.

(a) The Autoliv Group shall be liable for all Losses relating to or arising from any Pre-Effective Time Veoneer Product Claims.

(b) The Veoneer Group shall be liable for all Losses relating to or arising from any Post-Effective Time Veoneer Product Claims.

(c) The Parties hereby agree to use their respective good faith efforts to resolve any Veoneer Product Claims and limit potential Losses for such claims in a manner consistent with past practice, regardless of which Party is liable for such claim or which Party’s insurance policy may cover such claim.

2.6 Insurance Coverage for Recall and Product Liability Claims.

(a) From the Effective Time until the Separation Date, the Autoliv Group shall maintain product liability and recall insurance policies (“Autoliv Product Liability Insurance Policies”) in scope and amounts consistent with past practice to cover Pre-Effective Time Veoneer Product Claims and Straddle Period Veoneer Product Claims (other than express or implied warranty claims).

 

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(b) From the Effective Time until the Separation Date, for any Pre-Effective Time Veoneer Product Claims, the Autoliv Group shall pay all reasonable non-insured costs including, but not limited to, (i) any insurance premiums payable for the Autoliv Product Liability Insurance Policies relating to the Pre-Effective Time Veoneer Products, (ii) any self-insured retention amounts or expenses payable in respect of the Autoliv Product Liability Insurance Policies and (iii) any policy deductibles payable with respect to such claim.

(c) From the Effective Time until the Separation Date:

(i) The Veoneer Group shall reimburse the Autoliv Group for (x) its portion of the insurance premiums with respect to the Autoliv Product Liability Insurance Policies for Straddle Period Veoneer Products and (y) any reasonable non-insured costs and expenses with respect to the Straddle Period Veoneer Product Claims, including, but not limited to, any associated self-insured retention amounts and deductibles pursuant to the Autoliv Product Liability Insurance Policies. The amount of the reimbursement from Veoneer to Autoliv pursuant to clause (x) above shall be the portion of the cost of the insurance policy for such time period attributable to insuring potential Straddle Period Veoneer Product Claims, calculated in accordance with past practices based on Veoneer’s pro-rata amount of external sales.

(ii) The Autoliv Group shall pay to the Veoneer Group any Insurance Proceeds, net of any expenses incurred by any member of the Autoliv Group in collecting such amount, it receives under the Autoliv Product Liability Insurance Policies for any Losses suffered by the Veoneer Group relating to or arising out of any Straddle Period Veoneer Product Claims during such time period.

(d) On the Separation Date, Veoneer shall be responsible for obtaining its own insurance policies, and Autoliv will have no obligation to maintain any insurance policy for Post-Effective Time Veoneer Products.

(e) From and after the Effective Time, if any member of the Autoliv Group is required to provide replacement products as a result of a Pre-Effective Time Veoneer Product Claim the Veoneer Group shall supply such products, and the Autoliv Group shall pay to the Veoneer Group the cost for such replacement Veoneer Products based on Veoneer’s actual production costs for such replacement Veoneer Products.

(f) The Parties shall, and shall cause each of the members of their respective Groups and their respective employees, to provide the other Party (and any member of such Party’s Group) reasonable assistance with the investigation of the nature and substance of any claim and to respond to any Third Party with respect to such claim, and provide any information reasonably necessary to submit insurance claims.

2.7 Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a) To the extent that any Transfer of Assets (including any entity) or Assumption of Liabilities contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall use reasonable best efforts to effect such Transfers as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation

 

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of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use reasonable best efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities to the fullest extent permitted by applicable Law contemplated to be Transferred and Assumed pursuant to this Article II.

(b) In the event that any such Transfer of Assets (including any entity) or Assumption of Liabilities has not been consummated, from and after the Effective Time (i) the Party retaining such Asset shall thereafter hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to (A) pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability or (B) perform any non-monetary Liabilities in the place of the Party retaining such Liability to the extent such performance is practicable, permitted under applicable Law and does not result in a breach or default (or give rise to any termination rights, penalties or other remedies for the benefit of any counterparty) under any applicable Contract. To the extent the foregoing applies to any Contracts to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.9, to the extent applicable. In addition, the Party retaining such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all of the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the member or members of the Autoliv Group or the Veoneer Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, subject to Section 2.2(c), to the extent permitted by applicable Law, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.7(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any substantial cost on any Party, be deemed to be effective as of the Effective Time.

 

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(d) Any costs and expenses incurred after the Effective Time and on or prior to the first anniversary of the Effective Time to effect any Transfer of Assets (including any entity) or Assumption of Liabilities shall be shared equally between the Parties to which such Transfer of Assets or Assumption of Liabilities relates. Following the first anniversary of the Effective Time, the Party retaining any Asset (including any entity) contemplated by this Agreement to be Transferred to another Party or retaining any Liability contemplated by this Agreement to be Assumed by another Party shall not be obligated to expend any money to Transfer such Asset to such other Party or have such other Party Assume such Liability unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party entitled to such Asset or the Party intended to be subject to such Liability. Other than costs and expenses incurred and reimbursed in accordance with the foregoing, nothing in this Section 2.7(d) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by Section 2.2 or Section 2.5.

(e) With respect to Assets and Liabilities described in Section 2.7(a), each of Autoliv and Veoneer shall, and shall cause the members of its respective Group to, (i) treat for all Income Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Effective Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Effective Time and (ii) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or as otherwise agreed by the Parties).

2.8 Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof (but subject to Section 2.7), any Ancillary Agreement necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to applicable Laws. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

 

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2.9 Guarantees; Letters of Credit.

(a) Except as otherwise set forth in Section 2.9(b), any member of the Autoliv Group, or the Veoneer Group, as applicable (an “Existing Guarantor”), shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor for the benefit of any member of another Group (a “Guaranteed Party”), and the applicable Guaranteed Party shall indemnify and hold harmless the Existing Guarantor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV).

(b) With respect to those guarantees and/or letters of credit set forth on Schedule 2.9(b), Veoneer shall (with the reasonable cooperation of the applicable member of the Autoliv Group) use its commercially reasonably efforts to have any member of the Autoliv Group removed as guarantor of or obligor for any Veoneer Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(b), to the extent that they relate to Veoneer Liabilities.

(c) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.9(b) of any member of the Autoliv Group, Veoneer shall, as applicable, execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Veoneer, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(d) If Veoneer is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (b) and (c) of this Section 2.9, (i) the relevant member of Veoneer Group that has assumed the underlying Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) Veoneer, on behalf of itself and the members of its Groups, agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which Autoliv or member of Autoliv’s Group is or may be liable without the prior written consent of Autoliv, unless all obligations of Autoliv and the other members of Autoliv’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Autoliv; provided, however, with respect to leases, in the event a Guaranty Release is not obtained and the relevant beneficiary wishes to extend the term of such guaranteed lease, then such beneficiary shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

 

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2.10 Bank Accounts; Cash Balances.

(a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by Autoliv or any other member of the Autoliv Group (collectively, the “Autoliv Accounts”) so that such Autoliv Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Veoneer Group (collectively, the “Veoneer Accounts”) are de-linked from the Veoneer Accounts.

(b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Veoneer Accounts so that such Veoneer Accounts, if currently linked to an Autoliv Account, are delinked from the Autoliv Accounts.

(c) It is intended that, following consummation of the actions contemplated by Section 2.2), there shall be in place a centralized cash management process pursuant to which (i) the Autoliv Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Autoliv and (ii) the Veoneer Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Veoneer.

(d) With respect to any outstanding checks issued or payments initiated by Autoliv, Veoneer or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of Autoliv, Veoneer or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued.

(e) With respect to the payments described in Section 2.10(d), in the event that:

(i) Veoneer or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Autoliv Business, then Autoliv shall reimburse Veoneer for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or

(ii) Autoliv or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Veoneer Business, then Veoneer shall reimburse Autoliv for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.

(f) Prior to or concurrently with the Effective Time, (i) Autoliv shall cause all Autoliv employees to be removed as authorized signatories on all bank accounts maintained by the Veoneer Group and (ii) Veoneer shall cause all Veoneer employees to be removed as authorized signatories on all bank accounts maintained by the Autoliv Group.

 

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2.11 Veoneer Funding Plan. On or prior to the Effective Time or as otherwise set forth in the Veoneer Funding Plan, Autoliv and Veoneer shall, and shall cause each member of its Group to, execute the Veoneer Funding Plan.

2.12 Return of Assets and Payments.

(a) In the event that, at any time from and after the Effective Time, any Party (or any member of its Group) discovers that it or one of the members of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any acquisition of Assets or assumption of Liabilities from the other Party for value subsequent to the Effective Time), such Party shall promptly Transfer, or cause to be Transferred, such Asset or Liability to the Person so entitled thereto (and the applicable Party shall cause such entitled Person to accept such Asset or Assume such Liability) for no further consideration. Prior to any such Transfer, such Asset shall be held in accordance with the other provisions of Section 2.7.

(b) As between any two Parties (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by any Party (or member of its Group) that relate to a Business, Asset or Liability of another Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

2.13 Disclaimer of Representations and Warranties. EACH OF AUTOLIV (ON BEHALF OF ITSELF AND EACH MEMBER OF THE AUTOLIV GROUP) AND VEONEER (ON BEHALF OF ITSELF AND EACH MEMBER OF THE VEONEER GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS, RESTRICTIONS ON TRANSFER, ENCUMBRANCE OR LIEN, NON-INFRINGEMENT, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO

 

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ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, RESTRICTIONS ON TRANSFER, ENCUMBRANCE OR LIEN AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III

CERTAIN COVENANTS

3.1 Intellectual Property Each Party shall not use or exploit the Intellectual Property of the other Parties after the Effective Time, except (a) as permitted in the Ancillary Agreements, (b) as required by applicable Law, (c) as permitted by the “fair use” or similar doctrines or defenses, or (d) for neutral, non-trademark use of the other Parties’ Trademarks to describe the history of each Party’s respective business.

3.2 Employees.

(a) Autoliv shall cause each of the individuals identified by Veoneer prior to the Closing Date (the “Employees Transferred to Veoneer”) to (i) resign from each member of the Autoliv Group with whom such employee has an employment relationship immediately prior to the Restructuring and (ii) enter into an employment relationship with members of the Veoneer Group, in each case effective as of the Effective Time or such other date and time as may be designated by Veoneer.

(b) Notwithstanding any provision to the contrary set forth herein, (i) the Autoliv Group shall be solely liable for any Action brought by or against any Employee Transferred to Veoneer if and to the extent such Action arises from or is based on facts, events or actions occurring prior to the Effective Time; and (ii) the Veoneer Group shall be solely liable for any Action brought by or against any Employee Transferred to Veoneer if and to the extent such Action arises from or is based on facts, events or actions occurring after the Effective Time.

3.3 Transition Services Agreement. At the Effective Time, Autoliv and Veoneer will enter into the Transition Services Agreement.

3.4 Further Assurances.

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.7, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) reasonable best efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

 

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(b) Without limiting the foregoing, at and after the Effective Time, each Party shall, and shall cause the members of its Group to, cooperate with the other Party and the members of its Group, and, subject to Section 2.7, from and after the Effective Time, to execute and deliver, or use reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, subject to Section 2.7, take, and shall cause each member of its Group to take, such other actions as may be reasonably necessary to vest in such other Party or members of its Group such title and such rights as possessed by the transferring Person to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

3.5 Cooperation.

(c) From and after the Effective Time and subject to compliance with the other provisions of this Agreement and the Ancillary Agreements, each Party shall, and shall cause each of its respective Group members and employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its Group) in connection with the completion of the Restructuring Steps Plan and the other matters contemplated by this Agreement and the Ancillary Agreements, (ii) provide knowledge transfer regarding its applicable Business or Autoliv’s historical business at the reasonable request of another Party or member of such other Party’s Group, (iii) reasonably assist each other Party and its Group members in the orderly and efficient transition in becoming an independent company to the extent set forth in the Transition Services Agreement and (iv) reasonably assist each Person to which such Party or any member of its Group is providing or has provided services, as applicable, pursuant to the Transition Services Agreement, in connection with requests for information from, audits or other examinations of, such other Party or member of its Group by a Governmental Authority; in each case, except as set forth in Section 2.7, as may otherwise be agreed to by the Parties in writing or as contemplated by the immediately following sentence, at no additional cost to the Party or Group member requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of the Person providing such assistance or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable. If an employee of one Party or Group member is requested to dedicate a significant portion or his or her working time to a project requested by another Party or member of another Party’s Group, the Parties agree that during the term of the Transition Services Agreement, such services shall be provided in accordance with the terms of the Transition Services Agreement.

 

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(d) Promptly following the Closing Date, Autoliv shall execute and deliver to Veoneer all documents, papers, forms, and authorizations, and take such other actions as are necessary in accordance with the procedures of the applicable Internet domain name registrars to effectuate and evidence the transfer of ownership and control (including administrative and technical access) to Veoneer (or its designee) of all domain names included in the Veoneer Intellectual Property (“Veoneer Domain Names”), and cause the Veoneer Domain Names to be registered (or enable Veoneer to register the Veoneer Domain Names) in the name of Veoneer (or its designee) with the domain name registrar of Veoneer’s choosing as designated by Veoneer in writing. A Veoneer Domain Name will be deemed transferred when: (i) Veoneer’s designated registrar has confirmed the transfer in accordance with its procedures therefor; (ii) the applicable WHOIS database identifies Veoneer (or its designee) as the registrant of such Veoneer Domain Name; and (iii) Veoneer (or its designee) has administrative and technical access to such Veoneer Domain Name, and sole control over where such Veoneer Domain Name points.

3.6 Performance. Autoliv shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Autoliv Group. Veoneer shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Veoneer Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 3.6 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such Party to violate this Agreement or any Ancillary Agreement or materially impair such Party’s ability to consummate the transactions contemplated hereby or thereby.

ARTICLE IV

INDEMNIFICATION; COOPERATION

4.1 Indemnification by Autoliv. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Autoliv shall and shall cause the other members of the Autoliv Group to indemnify, defend and hold harmless Veoneer, each member of the Veoneer Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Veoneer Indemnitees”) from and against any and all Indemnifiable Losses of the Veoneer Indemnitees arising out of, by reason of or otherwise in connection with (a) the Autoliv Liabilities or alleged Autoliv Liabilities or (b) any breach by Autoliv of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

4.2 Indemnification by Veoneer. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Veoneer shall and shall cause the other members of the Veoneer Group to indemnify, defend and hold harmless Autoliv, each member of the Autoliv Group and each of their respective past,

 

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present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Autoliv Indemnitees”) from and against any and all Indemnifiable Losses of the Autoliv Indemnitees arising out of, by reason of or otherwise in connection with (a) the Veoneer Liabilities or (b) any breach by Veoneer of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

4.3 Procedures for Indemnification.

(a) Other than with respect to Third Party Claims, which shall be governed by Section 4.3(b), each Veoneer Indemnitee and Autoliv Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article IV or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement.

(b) If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(c) An Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable (provided that insurer-appointed counsel shall be automatically deemed acceptable) to the applicable Indemnitees, within thirty (30) days of the receipt of such notice from such

 

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Indemnitees; provided, that: (i) the Indemnifying Party provides written notice to the Indemnitee that it elects to defend the Indemnitee against a Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitee; and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided, however, the Indemnifying Party shall, in any case, have the right to employ separate counsel to participate in (but not control) the defense, compromise or settlement thereof at its own expense. In connection with a Third Party Claim for which the Indemnifying Party is controlling the defense pursuant to this Section 4.3(c), the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

(d) Notwithstanding any assumption of defense of a Third Party Claim by an Indemnifying Party in accordance with Section 4.3(c), in the event that in the course of defending such Third Party Claim the Indemnifying Party or another Party shall become aware that the subject matter of such Third Party Claim relates to a Liability of another Party and not to a Liability of such Indemnifying Party, then the Indemnifying Party shall, subject to the prior written consent of the other Party to which such Liability belongs, use reasonable best efforts to transfer the defense of such claim to such other Party, and shall thereafter cooperate fully with such other Party in such defense and make available to such other Party, at such Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating to such Third Party Claim as are reasonably required by such other Party.

(e) If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the time specified, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, pertinent Information, and material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(f) Neither the Indemnifying Party nor the Indemnitee shall, without the prior written consent of the other Party (such written consent not to be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any Third Party Claim; provided, however, the Indemnifying Party may settle, compromise any Third Party Claim without consent of the Indemnitee if (i) such settlement or compromise shall include as an unconditional term thereof the giving by the claimant of a release of each Indemnitee from all liability with respect to such Third Party Claim, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

 

 

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4.4 Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation. Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article IV to use all commercially reasonable efforts to obtain any insurance proceeds reasonably available to such Indemnitee with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of the applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties. The amount that the Indemnifying Party is or may be required to pay to any Indemnitee pursuant to this Article IV shall be reduced (retroactively, if necessary) by (i) any insurance proceeds or payments from Third Parties actually recovered by or on behalf of such Indemnitee in reduction of the related Losses, net of any costs associated with the collection of such amounts, and (ii) any net Tax benefit actually realized by such Indemnitee with respect to such Losses for the taxable year of such Losses, as calculated on a “with and without” basis (the “Net Tax Benefit”). If an Indemnitee shall have received the payment required by this Agreement from the Indemnifying Party in respect of Losses and shall subsequently receive insurance proceeds, payments from Third Parties or Net Tax Benefits in respect of such Losses, then such Indemnitee shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds, Third Party payments or Net Tax Benefit actually received, in each case, net of any costs associated with the collection of such amounts. Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article IV to use its commercially reasonable efforts to mitigate Losses upon and after becoming aware of any event which could reasonably be expected to give rise to such Losses. Notwithstanding anything to the contrary under this Agreement or Applicable Law, no Indemnitee shall be required to initiate any Action with respect to any matter for which an indemnification claim has been sought pursuant to this Agreement; provided, however, that upon payment in full of any claim for indemnification pursuant to this Article IV, the Indemnifying Party shall be subrogated to the extent of such payment with respect to such claim to the rights of the Indemnitee against any Third Party relating to such claim and any other Persons. Each Indemnitee shall be permitted to assert any claim for indemnification pursuant to this Agreement during such time as such Indemnitee pursues any mitigation options contemplated by this Section 4.4. The Indemnifying Party shall not be liable for any Losses under Section 4.1 or Section 4.2 to the extent they are special, indirect, incidental, consequential or punitive damages or lost profits, except in each case if, and only to the extent, such damages have been awarded to a Third Party against an Indemnitee.

4.5 Cooperation in Defense and Settlement.

(a) With respect to any Third Party Claim and that implicates two or more Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the applicable Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense. The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims.

 

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(b) Each of Autoliv and Veoneer agrees that at all times from and after the Effective Time, if an Action is commenced by a Third Party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use reasonable best efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

4.6 Contribution. If for any reason the indemnification provided for in this Article IV is unavailable to any Indemnitee, or insufficient to hold it harmless, then the Indemnitee shall contribute to the amount paid or payable by such Indemnitee as a result of such Indemnifiable Losses in such proportion as is appropriate to reflect the relative fault of the Autoliv Group, on the one hand, and the Veoneer Group, on the other hand, in connection with the conduct, statement or omission that resulted in such Indemnifiable Losses.

4.7 Indemnification Payments. Indemnification required by this Article IV shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

4.8 Survival of Indemnities. The rights and obligations of each of Veoneer and Autoliv and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, and (b) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

4.9 Covenant Not to Sue (Liabilities and Indemnity). Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring any Action or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Veoneer Liabilities by Veoneer or a member of the Veoneer Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (b) the provisions of this Article IV are void or unenforceable for any reason.

4.10 No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article IV are made only for purposes of allocating responsibility for Liabilities between the Veoneer Group, on the one hand, and the Autoliv Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.

4.11 No Cross-Claims or Third-Party Claims. Each of Autoliv and Veoneer agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third Party Claim, assert as a counterclaim or third-party claim against any member of the Veoneer Group or Autoliv Group, respectively, any claim (whether sounding in contract, tort or

 

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otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article IV.

4.12 Non-Exclusivity of Remedies. The remedies provided for in this Article IV are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnitee at law or in equity; provided that the procedures set forth in Sections 4.1 and 4.2 shall be the exclusive procedures governing any indemnity action brought under this Agreement.

ARTICLE V

DISPUTE RESOLUTION

5.1 Dispute Resolution. In the event of a dispute arising out of or in connection with this Agreement (including its interpretation, performance or validity) (collectively, “Disputes”), the Autoliv Representative and the Veoneer Representative shall meet at a mutually acceptable time and place (or by teleconference) promptly after the Dispute has been referred to them, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to resolve the Dispute.

ARTICLE VI.

MISCELLANEOUS

6.1 Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, this Agreement shall control unless specifically stated otherwise in such Ancillary Agreement or Continuing Arrangement.

6.2 Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

6.3 Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

6.4 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

 

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6.5 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

6.6 Termination. Notwithstanding any provisions hereof, the Autoliv Board may, in its sole discretion, at any time terminate this Agreement and/or abandon the Restructuring, whether or not it has theretofore approved this Agreement and/or the Restructuring. In the event this Agreement is terminated pursuant to the preceding sentence, neither party nor any of its directors or officers shall have any liability or further obligation to the other party.

6.7 Third Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any Autoliv Indemnitee or Veoneer Indemnitee in their respective capacities as such: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) except the Parties hereto any rights or remedies hereunder; and (b) there are no Third Party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

6.8 Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable, and unless otherwise provided thereunder, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.8):

If to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

 

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If to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

6.9 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

6.10 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use reasonable best efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

6.11 Expenses. Except as specifically provided otherwise in this Agreement or any Ancillary Agreement, all costs and expenses incurred by the Autoliv Group in connection with the Restructuring and related transactions shall be paid by Autoliv, and all costs and expenses incurred by the Veoneer Group in connection with the Restructuring and related transactions shall be paid by Veoneer.

6.12 Headings. The article, section and paragraph headings contained in this Agreement or any Ancillary Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

6.13 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Restructuring and shall remain in full force and effect in accordance with their terms.

 

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6.14 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

6.15 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

6.16 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

6.17 Counterparts. This Agreement may be executed in one (1) or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

6.18 Facsimile Signatures. Each Party acknowledges that it may be executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (.pdf) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in .pdf) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

6.19 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of Autoliv or Veoneer, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Autoliv or Veoneer, as applicable, under this Agreement or any Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Autoliv or Veoneer, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

 

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6.20 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER VEONEER NOR ITS AFFILIATES, ON THE ONE HAND, NOR AUTOLIV NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES PAID BY AN INDEMNITEE IN RESPECT OF A THIRD PARTY CLAIM).

[Signature Page to Follow.]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

 

AUTOLIV, INC.
By:  

/s/ Lars Sjöbring

Name:   Lars Sjöbring
Its:   Group Vice President of Legal
  Affairs, General Counsel and Secretary

 

VEONEER, INC.
By:  

/s/ Christian Hanke

Name:   Christian Hanke
Its:   Director
EX-3.1 3 d835049dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

 

LOGO

RESTATED

CERTIFICATE OF INCORPORATION

OF

VEONEER, INC.

Veoneer, Inc., a Delaware corporation, the original Certificate of Incorporation of which was filed with the Secretary of State of the State of Delaware on November 13, 2017 under the name “Autoliv ELE US Holding, Inc.”, a Certificate of Amendment of which was filed on January 25, 2018 and a Certificate of Amendment of which was filed on June 11, 2018, HEREBY CERTIFIES that this Restated Certificate of Incorporation, restating, integrating and amending its Certificate of Incorporation, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the corporation, as amended, is hereby amended, integrated and restated to read in its entirety as follows:

FIRST: The name of the Corporation is Veoneer, Inc. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 350,000,000 of which 25,000,000 shares shall be Preferred Stock, par value of $1.00 per share, and 325,000,000 shares shall be Common Stock, par value of $1.00 per share.

(A) Preferred Stock. The board of directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL, including, without limitation, terms and rights relating to (1) whether dividends, if any, will be cumulative or noncumulative and the dividend rate of the series, (2) the dates at which dividends, if any, will be payable, (3) the redemption rights and price or prices, if any, for shares of the series, (4) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series, (5) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, (6) whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates, any


adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made, (7) restrictions on the issuance of shares of the same series or of any other class or series and (8) the voting rights, if any, of the holders of such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, notwithstanding the provisions of Section 242(b)(2) of the GCL, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

(B) Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of Common Stock shall be entitled to receive, out of any funds legally available for the purpose, such dividends as may be declared from time to time by the Board of Directors. When and as dividends are declared on the Common Stock, whether payable in cash, property or securities of the Corporation, each holder of Common Stock will be entitled to participate in such dividends ratably on a per share basis. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or upon the distribution of its assets, after the payment in full or the setting apart for payment of such preferential amounts, if any, to which the holders of Preferred Stock at the time outstanding shall be entitled, the remaining assets of the Corporation available for payment and distribution to stockholders shall, subject to any participating or similar rights of any series of Preferred Stock at the time outstanding, be distributed ratably among the holders of Common Stock at the time outstanding. Shares of Common Stock shall have no preference, conversion, exchange, preemptive or other similar rights. Except as otherwise required by the GCL, on all matters to be voted on by the Corporation’s stockholders, the Common Stock will be entitled to one vote per share. Except as otherwise required by law or the terms of any series of Preferred Stock, the Common Stock will vote together with the Preferred Stock on all matters submitted to a vote of stockholders. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the GCL.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(A) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(B) 1. Number of directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the number of directors which the Corporation would have if there were no vacancies (the “Whole Board”).

 

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2. Term of office. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided, with respect to the time for which they severally hold office, into three classes, with the term of office of the first class to expire at the 2019 annual meeting of stockholders, the term of office of the second class to expire at the 2020 annual meeting of stockholders and the term of office of the third class to expire at the 2021 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 2019 annual meeting, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.

3. Stockholder nomination of director candidates and introduction of business. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

4. Newly created directorships and vacancies. Subject to the rights of the holders of any series of Preferred Stock, , newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, even if less than a quorum, and any director so chosen shall hold office until such director’s successor shall have been duly elected and qualified and until the next election of the class for which such director shall have been chosen. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

5. Removal. Subject to the rights of the holders of any class or series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 75 percent of the voting power of all the then-outstanding shares of the Voting Stock, voting together as a single class.

6. Election by Ballot. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

7. Preferred Stockholder Rights. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional

 

3


directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

(C) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL and this Restated Certificate of Incorporation.

SIXTH: Any action required or permitted to be taken by the stockholders of the Corporation may only be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by any such holders in lieu of a meeting; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock. Special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL. If the GCL is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL as so amended. Any repeal or modification of this Article SEVENTH shall not apply to or have any adverse effect on any right or protection of a director of the Corporation existing hereunder for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

EIGHTH: (A) The Corporation shall, to the fullest extent permitted by Section 145 of the GCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation) against any expenses (including attorneys’ fees), judgments, fines and amounts paid

 

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or to be paid in settlement, excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended, actually and reasonably incurred by such person in connection with such action, suit or proceeding (and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators) by reason of the fact that such person, or a person of whom he or she is a legal representative, is or was a director, officer, employee or agent or, while a director of officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe that his or her conduct was unlawful; provided, however, that except as provided in subsection (G) of this Article EIGHTH, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding or part thereof initiated by such a person only if such proceeding (or part thereof) was authorized by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his or her conduct was unlawful. The rights to indemnification pursuant to this Article EIGHTH (including advancement of expenses) shall be a contract right.

(B) Any indemnification under subsection (A) of this Article EIGHTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (A) of this Article EIGHTH. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, (2) by a committee of such directors designated by majority of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(C) Expenses (including attorneys’ fees) incurred by a current or former officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking (to the extent required by the GCL) by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article EIGHTH. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

(D) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article EIGHTH shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

 

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(E) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under this Article EIGHTH.

(F) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article EIGHTH shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executor and administrators of such a person. The indemnification and advancement of expenses provided by, or grants pursuant to, this Article EIGHTH shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an employee or agent (other than an officer or director), and shall inure to the benefit of the heirs, executors and administrators of such a person.

(G) If a claim for indemnification pursuant to this Article EIGHTH is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been rendered to the Corporation) that the claimant has not met the applicable standard of conduct set forth in the GCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph that the procedures and presumptions of this Article EIGHTH are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article. Neither the failure of the Corporation (including its Board of Directors (or committee thereof), independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the GCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met such applicable standard of conduct.

NINTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered to make, alter, amend and repeal the Bylaws of the Corporation in any respect not inconsistent with the laws of the State of Delaware or with this Restated Certificate of Incorporation of the Corporation. Notwithstanding anything to the contrary contained in this Restated Certificate of Incorporation

 

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or any provision of law which might otherwise permit a lesser vote of the stockholders, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any Preferred Stock Designation), the Bylaws or applicable law, the affirmative vote of the holders of at least 80% in voting power of all the then outstanding shares of stock of Voting Stock, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the GCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that no amendment, alteration, change or repeal in any respect of any provision of Article FIFTH, Article SIXTH, Article NINTH, Article ELEVENTH, or this Article TENTH hereof may be made, and no provision inconsistent therewith may be so adopted, without, in addition to any other vote required by law or this Restated Certificate (including any Preferred Stock Designation), the affirmative vote of at least 80 percent of the voting power of all the then outstanding shares of the Voting Stock, voting together as a single class.

ELEVENTH: As authorized by Section 115 of the GCL, unless the Board of Directors consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any and all internal corporate claims, including, but not limited to, (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any stockholder, director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the GCL, the Bylaws or this Restated Certificate of Incorporation or as to which the GCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE ELEVENTH.

This Restated Certificate of Incorporation shall become effective at 12:01 a.m. (Eastern Time) on June 29, 2018.

[Signature page to follow.]

 

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed in its name and attested by its duly authorized officers this 27th day of June, 2018.

 

VEONEER, INC.

/s/ Lars Sjöbring

By: Lars Sjöbring

Title: Executive Vice President, Legal

Affairs, General Counsel and Secretary

EX-3.2 4 d835049dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

 

 

LOGO

BYLAWS

OF

VEONEER, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be as stated in the certificate of incorporation, as amended and/or restated from time to time (the “Certificate of Incorporation”).

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Annual Meetings. The annual meetings of stockholders shall be held on such date, and at such times as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect directors to the Board of Directors, and transact such other business as may properly be brought before the meeting. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, notice of the annual meeting stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting shall be given to each stockholder entitled to vote at such meeting not later than 10 days, and not earlier than 60 days, before the date of the meeting.

Section 3. Special Meetings. Special meetings of stockholders may for any purpose or purposes be called at any time only by the Board of Directors pursuant to a resolution adopted by a majority of the number of directors which the Corporation would have if there were no vacancies (the “Whole Board”). Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, notice of a special meeting stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not later than 10 days, and not earlier than 60 days, before the date of the meeting. At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors and as stated in the notice of meeting.

 


Section 4. Quorum and Adjournment. (a) Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority in voting power of the capital stock of the Corporation issued and outstanding and entitled to vote generally at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except that when a separate vote by a class or series of stock is required, the holders of a majority of the outstanding shares of such class or series shall constitute a quorum entitled to take action with respect to that separate vote.

(b) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Unless required by law, no notice of the adjourned meeting need be given. The person presiding over the meeting of stockholders or a majority of the voting power represented at such meeting may adjourn the meeting from time to time, whether or not a quorum is present. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 5. Notice of Stockholder Business.

5.1 At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof or (c) otherwise properly brought before the meeting by a stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Article II, Section 5 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Article II, Section 5. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the second sentence of this Article II, Section 5.1, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action under the General Corporation Law of the State of Delaware. To be timely, a stockholder’s notice must be delivered to or received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the previous year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of (i) the 90th day prior to such meeting or (ii) the tenth day after public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

5.2 A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, the text of the proposed business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed

 

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amendment), and the reasons for conducting such business at the annual meeting, (b) a representation that the stockholder is a holder of record of shares of the Corporation at the time of such notice, is entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made: (i) the name and record address of the stockholder proposing such business and the name and address of such beneficial owner, (ii) a list of the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by the stockholder and such beneficial owner, if any, as of the date of the stockholder’s notice, and a representation that the stockholder will notify the Corporation in writing of the class or series and number of such shares of capital stock of the Corporation owned of record and beneficially as of the record date for the meeting within five (5) Business Days following the later of the record date or the date notice of the record date is first publicly disclosed, (iii) any material interest of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made, in such business, (iv) a description (including the names of any counterparties) of any agreement, arrangement or understanding with respect to such business between or among the stockholder or beneficial owner and any of its affiliates or associates, and any others acting in concert with any of the foregoing, and a representation that the stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within five (5) Business Days following the later of the record date or the date notice of the record date is first publicly disclosed, (v) a description (including the names of any counterparties) of any derivative instrument that has been entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder or beneficial owner or any of its affiliates or associates, whether or not such derivative instrument shall be subject to settlement in underlying shares of capital stock of the Corporation, and a representation that the stockholder will notify the Corporation in writing of any such derivative instrument in effect as of the record date for the meeting within five (5) Business Days following the later of the record date or the date notice of the record date is first publicly disclosed, (vi) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder and such beneficial owner, if any, has a right to vote any shares of any security of the Corporation, (vii) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and such beneficial owner, if any, that are separated or separable from the underlying shares of the Corporation, and (viii) a description of any proportionate interest in shares of the Corporation or derivative instruments held, directly or indirectly, by a general or limited partnership in which such stockholder and such beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (d) whether either such stockholder or beneficial owner, alone or as part of a group, intends to solicit or participate in the solicitation of proxies or votes from the holders of at least the percentage of the Corporation’s outstanding shares required to approve the proposal and/or otherwise to solicit proxies or votes from stockholders in support of the proposal, and (e) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder.

5.3 The foregoing notice requirements of this Article II, Section 5 shall be deemed satisfied by a stockholder with respect to business (other than nominations) if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Exchange Act, and such stockholder’s proposal has been included in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting.

 

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5.4 Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Article II, Section 5. Except as otherwise provided by law, the person presiding over the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Article II, Section 5, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

5.5 Notwithstanding the foregoing provisions of this Article II, Section 5, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article II, Section 5 and Article II, Section 6, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

5.6 For purposes of this Section 5 and Section 6 of this Article II, (a) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and (b) “derivative instrument” shall mean any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder or beneficial owner or any of its affiliates or associates with respect to shares of stock of the Corporation.

Section 6. Notice of Stockholder Nominees.

6.1 Only persons who are nominated in accordance with the procedures set forth in this Article II, Section 6 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof, (b) otherwise brought before the meeting by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the Corporation who was a stockholder or record of the Corporation at the time the notice provided for in this Article II, Section 6 is delivered to the Secretary of the Corporation, who is entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Article II, Section 6. For nominations to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the first sentence of this Article II, Section 6, such nominations shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or

 

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received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the previous year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of (i) the 90th day prior to such meeting or (ii) the tenth day after public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

6.2 Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such person and (iv) any other information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, such person’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected), and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (i) the name and record address of the stockholder making such nomination and the name and address of such beneficial owner, (ii) a list of the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by the stockholder and such beneficial owner, as of the date of the stockholder’s notice, and a representation that the stockholder will notify the Corporation in writing of the class and number of such shares of capital stock of the Corporation owned of record and beneficially as of the record date for the meeting within five (5) Business Days following the later of the record date or the date notice of the record date is first publicly disclosed, (iii) any material interest of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made, in such nomination, (iv) a description (including the names of any counterparties) of any agreement, arrangement or understanding with respect to such nomination between or among the stockholder or beneficial owner and any of its affiliates or associates and the nominee, and any others acting in concert with any of the foregoing, and a representation that the stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within five (5) Business Days following the later of the record date or the date notice of the record date is first publicly disclosed, (v) a description (including the names of any counterparties) of any derivative instrument that has been entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder or beneficial owner or any of its affiliates or associates, whether or not such derivative instrument shall be subject to settlement in underlying shares of capital stock of the Corporation, and a representation that the stockholder will notify the Corporation in writing of any such derivative instrument in effect as of the record date for the meeting within five (5) Business Days following the later of the record date or the date notice of the record date is first publicly disclosed, (vi) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder and such beneficial owner, if any, has a right to vote any shares of any security of the Corporation, (vii) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and such beneficial owner, if any, that are separated or separable from the

 

5


underlying shares of the Corporation, and (viii) a description of any proportionate interest in shares of the Corporation or derivative instruments held, directly or indirectly, by a general or limited partnership in which such stockholder and such beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (c) whether either such stockholder or beneficial owner, alone or as part of a group, intends to solicit or participate in the solicitation of proxies or votes from the holders of at least the percentage of the Corporation’s outstanding shares required to elect such nominee and/or otherwise to solicit proxies or votes from stockholders in support of the nominee, (d) a representation that the stockholder is a holder of record of shares of the Corporation at the time of such notice, is entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such nomination and (e) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

6.3 In addition, to be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Article II, Section 6) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request), that such person (a) is not and will not become a party to (i) any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question or issues or questions generally (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (b) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed therein; and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable law and with the Corporation’s Corporate Governance Guidelines and Code of Conduct and Ethics for Directors, as well as all other applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. The Corporation may also, as a condition of any such nomination being deemed properly brought before a meeting, require any proposed nominee to furnish (A) any information required pursuant to any undertaking delivered pursuant to this Article II, Section 6 and (B) such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation (consistent with the rules of the Securities and Exchange Commission and with any director independence standards set forth in the Corporation’s Corporate Governance Guidelines) or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

6.4 Notwithstanding anything to the contrary in this Article II, Section 6, in the event that the number of directors to be elected to the Board of Directors at the annual meeting is increased after the time period for which nominations would otherwise be due under this Article II, Section 6 and there is no public announcement by the Corporation

 

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naming the nominees for the additional directorships at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Article II, Section 6 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

6.5 No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Article II, Section 6. Except as otherwise provided by law, the person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws (including by reason of the nominating stockholder or beneficial owner, if any, soliciting proxies in support of such stockholder’s nominee without such stockholder having made the representation required by clause 6.2(c) above) and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Article II, Section 6, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Article II, Section 6. Nothing in this Bylaw shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances.

6.6 Notwithstanding the foregoing provisions of this Article II, Section 6, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

Section 7. Voting. Except where the vote taken is being taken pursuant to a law, rules or regulation applicable to the Corporation or the matter being voted upon, the Certificate of Incorporation or these Bylaws, in which case the minimum or other vote required by such law, rule or regulation shall be the required vote on the matter, all matters, other than the election of directors, brought before any meeting of stockholders at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the shares of capital stock of the Corporation represented and entitled to vote on the matter. Directors shall be elected as provided in Article III, Section 3. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation including as set forth in any Preferred Stock Designation (as defined in Article FOURTH of the Certificate of Incorporation), each stockholder entitled to vote at any meeting of stockholders shall be entitled to cast one vote for each share of the capital stock of the Corporation held by such stockholder which has voting power upon the matter in question. Such votes may be cast in person or by proxy executed in writing or authorized by electronic transmission (in such manner prescribed by the General Corporation Law of the State of Delaware) but no proxy shall be voted on or after one year from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the person presiding over the meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8. Consent of Stockholders in Lieu of Meeting. Except as otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation may only be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by any such holders.

 

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Section 9. Stock List; Stock Ledger. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 9 or to vote in person or by proxy at any meeting of stockholders.

Section 10. Postponement. Any previously scheduled meeting of stockholders, whether annual or special, may be postponed, rescheduled or cancelled by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

Section 11. Conduct of Meetings. Meetings of stockholders shall be presided over by the Chairman of the Board of Directors or, in the absence of the Chairman of the Board of Directors, the Chief Executive Officer or, in the absence of the Chairman of the Board of Directors and the Chief Executive Officer, by the President, or in the absence of all of the foregoing, by a person designated by the Board of Directors, or in the absence of a person so designated by the Board of Directors, by a chairman chosen at the meeting by the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so

 

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declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III

DIRECTORS

Section 1. Number of Directors; Resignation. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. Any director may resign at any time upon giving notice in writing or by electronic transmission to the Secretary. Directors need not be stockholders.

Section 2. Term of Office. Directors shall serve for a term of office as set forth in Article FIFTH of the Certificate of Incorporation.

Section 3. Election of Directors. Each director, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that, if as of a date that is ten (10) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Article III, Section 3, a majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that director nominee (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). The Nominating and Corporate Governance Committee has established procedures under which any director nominee who is not elected shall tender his or her resignation to the Board of Directors for consideration. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors may hold such responsibilities with respect to the governance of the Corporation as from time to time may be assigned by the Board of Directors. The Chairman of the Board of Directors shall be elected from among the directors.

Section 5. Vacancies. Subject to the rights of the holders of any class or series of Preferred Stock, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors may be filled only by a majority vote of the directors then in office, even if less than a quorum of the Board of Directors, and any director so chosen shall hold office until such director’s successor shall have been duly elected and qualified and, if the Board of Directors at such time is classified, until the next election of the class for which such director shall have been chosen. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

 

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Section 6. Removal. Directors may be removed as provided in the Certificate of Incorporation.

Section 7. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 8. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a majority of the Board of Directors. Notice thereof stating the place, date and hour of the special meeting shall be given to each director, either (i) by mail, addressed to each director at their residence or usual place of business and received at least five days before the date on which such meeting is to be held, (ii) personally or by telephone and not later than 24 hours before the date on which such meeting is to be held or (iii) by electronic transmission, at least 24 hours before the date on which such meeting is to be held. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Article VI, Section 2. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.

Section 9. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the Whole Board shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 10. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings (or electronic transmission or transmissions) are filed with the minutes of proceedings of the Board of Directors or committee thereof, as the case may be, in accordance with applicable law.

Section 11. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference by telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Article III, Section 11 shall constitute presence in person at such meeting.

Section 12. Committees. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any

 

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meeting of any such committee. In the absence or disqualification of a member of any such committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members of such committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the committee meeting in the place of any absent or disqualified member. Such committees, to the extent allowed by law and provided in the resolution establishing such committees, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. A majority of the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided in Article III, Section 8. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more other committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall or may exercise any authority of the Board of Directors which by law must be exercised by the Board of Directors or a duly authorized committee thereof.

Section 13. Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board of Directors and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including, without limitation, a President, Chief Operating Officer and a Treasurer) as the Board of Directors may from time to time deem proper, each of whom shall be elected by the Board of Directors; provided, however, the Board of Directors may grant to the Chief Executive Officer the power and authority to appoint the Chief Financial Officer and the Secretary as well as any President, Chief Operating Officer and Treasurer. The Board of Directors or any committee thereof, in its discretion, may also elect one or more Division Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers or agents as the Board of Directors determines are necessary or desirable, or the Chief Executive Officer or the President may appoint any such officers or such agents, as may be necessary or desirable for the conduct of the business of the Corporation. All officers elected by the Board of Directors or the Chief Executive Officer, as the case may be, shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors (or by any committee thereof) or the Chief Executive Officer. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board of Directors or such committee or by the Chief Executive Officer or the President, as the case may be. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

 

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Section 2. Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Whole Board. Any officer or agent that may be appointed by the Chief Executive Officer or the President may also be removed, with or without cause, by the Chief Executive Officer or the President whenever, in their judgment, the best interests of the Corporation would be served thereby. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors. Any vacancy for any reason in an office that may be appointed by the Chief Executive Officer or the President may also be filled by the Chief Executive Officer or the President.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any entity in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision and control over the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform all duties incident to the office of chief executive. In the absence or disability of the Chairman of the Board of Directors, the Chief Executive Officer shall preside at all meetings of the stockholders. He or she may sign any contracts, certificates and other instruments on behalf of the Corporation to the extent authorized by the Board of Directors, except in cases where the signing and execution thereof shall be delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. Chief Operating Officer. The Chief Operating Officer (if any) shall have such responsibilities as may be assigned to him or her by the Chief Executive Officer.

Section 6. President. The President (if any) shall possess the same power as the Chief Executive Officer to sign all contracts, certificates and other instruments of the Corporation to the extent authorized by the Board of Directors or the Chief Executive Officer. During the absence or disability of the Chief Executive Officer, the President shall exercise all the powers and discharge all the duties of the Chief Executive Officer to the extent authorized to do so by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board of Directors or the Chief Executive Officer, the President shall preside at all meetings of the stockholders. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws, the Board of Directors or the Chief Executive Officer.

 

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Section 7. Division Presidents. A Division President (if any) shall have general supervision of the affairs and property of the division of the Corporation over which he or she is president and shall perform such other duties and have such powers as from time to time may be assigned to him or her by the Board of Directors, the Chief Executive Officer or by the officer to whom such Division President reports.

Section 8. Vice Presidents. At the request of the President or the Chief Executive Officer or in their absence or in the event of their inability or refusal to act, the Vice President (if any) or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall, to the extent authorized to do so, perform the duties of the President or the Chief Executive Officer, as the case may be, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President or the Chief Executive Officer, as the case may be. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or the Chief Executive Officer or in the event of the inability or refusal of the President or the Chief Executive Officer to act, shall perform the duties of the President or the Chief Executive Officer, as the case may be, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President or the Chief Executive Officer, as the case may be.

Section 9. Chief Financial Officer. The Chief Financial Officer shall act in an executive financial capacity. He or she shall assist the Chief Executive Officer and the President (if any) in the general supervision of the Corporation’s financial policies and affairs.

Section 10. Secretary. The Secretary or, in the event the Board of Directors has not appointed a Secretary, the officer of the Corporation to whom the Board of Directors shall have assigned the duties described in this Article IV, Section 10, shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 11. Treasurer. The Treasurer (if any) shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, the Chief Executive Officer or Chief Financial Officer. The Treasurer shall be responsible for effecting the properly authorized disbursements of funds of the Corporation,

 

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taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 12. Assistant Vice Presidents. Except as may be otherwise provided in these Bylaws, Assistant Vice Presidents, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

Section 13. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, if there be one, or the Secretary, if there be one, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary.

Section 14. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, if there be one, or the Treasurer, if there be one, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 15. Other Officers. Such other officers as the Board of Directors, the Chief Executive Officer, or the President may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer or the President. The Board of Directors, the Chief Executive Officer or the President may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws, including, without limitation, through a “book-entry” system if so prescribed by the Board of Directors. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate (if shares such shares are certificated) or by his, her or its attorney lawfully constituted in writing, which shall be cancelled before a new certificate (if shares such shares are certificated) shall be issued, with such proof of the authenticity of the signature as the Corporation or its agents may require.

 

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Section 2. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolutions fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If no record date is fixed by the Board of Directors for a meeting of stockholders, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no such record date is fixed related to any other action, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 3. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 4. Uncertificated Shares. The Board of Directors may, by resolution or resolutions, authorize the issuance of any shares of any of its classes or series as uncertificated shares. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the Corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the stockholder the written notice as required by Section 151(f) of the General Corporation Law of the State of Delaware.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his, her or its address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice may also be given personally or by electronic transmission, provided however, in the case of notice by electronic transmission, such notice shall be deemed given (i) to any director or member of a committee, at the time when it is transmitted to the proper number or electronic address, confirmation received and (ii) to any stockholder, as provided in Section 232 of the General Corporation Law of the State of Delaware. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act, and Section 233 of the General Corporation Law of the State of Delaware.

 

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Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, (i) a waiver thereof in writing, signed, by the person or persons entitled to said notice, or (ii) a waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to applicable law and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. The Corporation shall make such arrangements as are necessary or appropriate to ensure that all dividends payable to holders of Swedish Depositary Receipts of the Corporation (the “Swedish Holders”) are paid in Swedish kronor.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Swedish Depositary Receipts and Swedish Holders of Common Stock. The Corporation shall use reasonable efforts to maintain the listing and index membership of its Swedish Depositary Receipts in Sweden on the Stockholm Stock Exchange to the extent permitted by applicable rules and regulations. The foregoing notwithstanding, the Corporation may resolve to list the shares of its common stock directly on the Stockholm Stock Exchange. The Corporation shall use reasonable efforts to establish arrangements such that the Swedish Holders will have, to the extent permitted by any applicable laws, rules and regulations, the opportunity to exercise such rights with respect to the Corporation as would be exercisable by such Swedish Holders if they held shares of common stock of the Corporation directly.

ARTICLE VIII

INDEMNIFICATION

Section 1. Indemnification and Advancement of Expenses of Directors, Officers, Employees and Agents. The Corporation shall provide indemnification and advancement of expenses as set forth in Article EIGHTH of the Certificate of Incorporation.

 

16


ARTICLE IX

AMENDMENTS

Section 1. Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors as provided in the Certificate of Incorporation.

 

17

EX-10.1 5 d835049dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF JUNE 28, 2018


TABLE OF CONTENTS

 

AGREEMENT:

     5  

ARTICLE I

     5  

DEFINITIONS

     5  

Section 1.01

 

Definitions

     5  

Section 1.02

 

Interpretation

     11  

ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

     12  

Section 2.01

 

General Principles

     12  

Section 2.02

 

Service Credit

     12  

Section 2.03

 

Benefit Plans

     13  

Section 2.04

 

Individual Agreements

     14  

Section 2.05

 

Collective Bargaining

     15  

Section 2.06

 

Non-U.S. Regulatory Compliance

     15  

ARTICLE III ASSIGNMENT OF EMPLOYEES

     15  

Section 3.01

 

Active Employees

     15  

ARTICLE IV EQUITY, CASH, AND EXECUTIVE COMPENSATION

     16  

Section 4.01

 

Generally

     16  

Section 4.02

 

Equity Awards

     17  

Section 4.03

 

Short-Term Incentive Plans

     20  

Section 4.04

 

Director Compensation

     21  

ARTICLE V U.S. RETIREMENT PLANS

     21  

Section 5.01

 

Autoliv U.S. Pension Plans

     21  

Section 5.02

 

Veoneer U.S. Savings Plan

     21  

Section 5.03

 

Autoliv U.S. Savings Plan

     22  

Section 5.04

 

Veoneer Non-Qualified Retirement Plan

     22  

Section 5.05

 

Nonqualified Plan Participation; Distributions

     23  

ARTICLE VI U.S. WELFARE BENEFIT PLANS

     23  


Section 6.01

 

Welfare Plans

     23  

Section 6.02

 

Veoneer U.S. Retiree Medical Plan

     24  

Section 6.03

 

COBRA

     25  

Section 6.04

 

Vacation, Holidays and Leaves of Absence

     25  

Section 6.05

 

Severance and Unemployment Compensation

     25  

Section 6.06

 

Workers’ Compensation

     25  

Section 6.07

 

Insurance Contracts

     25  

Section 6.08

 

Third-Party Vendors

     25  

ARTICLE VII NON-U.S. EMPLOYEES AND BENEFIT PLANS

     26  

Section 7.01

 

Non-U.S. Employees

     26  

Section 7.02

 

Veoneer Non-U.S. Pension Plans

     26  

Section 7.03

 

Veoneer Non-U.S. Welfare Plans

     26  

Section 7.04

 

Autoliv Non-U.S. Pension Plans

     26  

Section 7.05

 

Autoliv Non-U.S. Welfare Plans

     26  

ARTICLE VIII MISCELLANEOUS

     27  

Section 8.01

 

Employee Records

     27  

Section 8.02

 

Preservation of Rights to Amend

     28  

Section 8.03

 

Fiduciary Matters

     28  

Section 8.04

 

Further Assurances

     28  

Section 8.05

 

Counterparts; Entire Agreement; Corporate Power

     28  

Section 8.06

 

Governing Law

     28  

Section 8.07

 

Assignability

     29  

Section 8.08

 

Third-Party Beneficiaries

     29  

Section 8.09

 

Notices

     29  

Section 8.10

 

Severability

     30  

Section 8.11

 

Force Majeure

     30  

Section 8.12

 

Headings

     30  

Section 8.13

 

Survival of Covenants

     30  

Section 8.14

 

Waivers of Default

     30  

Section 8.15

 

Dispute Resolution

     30  

Section 8.16

 

Data Privacy

     30  


Section 8.17

 

Specific Performance

     30  

Section 8.18

 

Amendment

     31  

Section 8.19

 

Construction

     31  

Section 8.20

 

Exclusivity of Tax Matters Agreement

     31  

Section 8.21

 

Limitations of Liability

     31  

Schedules

 

Schedule 1.01(b)

  

Veoneer Non-U.S. Pension Plans

Schedule 1.01(c)

  

Veoneer Non-U.S. Welfare Plans

Schedule 1.01(d)

  

Veoneer U.S. Welfare Plans

Schedule 1.01(e)

  

Veoneer U.S. Retirement Plans

Schedule 1.01(f)

  

Autoliv Non-U.S. Pension Plans

Schedule 1.01(g)

  

Autoliv Non-U.S. Welfare Plans

Schedule 1.01(h)

  

Autoliv U.S. Welfare Plans

Schedule 1.01(i)

  

Autoliv U.S. Retirement Plans

Schedule 1.01(j)

  

Autoliv Short-Term Incentive Plans

Schedule 1.01(k)

  

Veoneer Short-Term Incentive Plans


EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of June 28, 2018 (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Distribution Agreement.

RECITALS:

WHEREAS, Autoliv owns 100% of the shares of common stock, par value $1.00 per share, of Veoneer (the “Veoneer Common Stock”);

WHEREAS, Autoliv and Veoneer entered into a Master Transfer Agreement, effective as of April 1, 2018 (the “Master Transfer Agreement”), pursuant to which on or prior to April 1, 2018 (the “Restructuring Date”), Autoliv and its Subsidiaries entered into a series of transactions to separate the Veoneer Business from the Autoliv Business so that, as of the Restructuring Date, the Veoneer Business was held and operated by members of the Veoneer Group and the Autoliv Business was held and operated by members of the Autoliv Group (the “Restructuring”);

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined on careful review and consideration that it is appropriate, desirable and in the best interests of Autoliv and its stockholders to separate Veoneer into a separate, publicly traded company;

WHEREAS, in order to effect the separation, the Autoliv Board has determined that it is appropriate, desirable and in the best interests of Autoliv and its stockholders for Autoliv to distribute to the holders of the Autoliv Common Stock (as defined herein), on a pro rata basis (in each case without consideration being paid by such stockholders), all of the outstanding shares of Veoneer Common Stock (with the holders of Swedish Depository Receipts representing shares of Autoliv Common Stock receiving Swedish Depository Receipts representing shares of Veoneer Common Stock) (the “Distribution”);

WHEREAS, in order to effectuate the Distribution, Autoliv and Veoneer have entered into that certain Distribution Agreement, dated as of the date hereof (the “Distribution Agreement”); and

WHEREAS, in addition to the matters addressed by the Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation, and benefit matters.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.

 

5


Adjusted Autoliv Awards” mean collectively, Adjusted Autoliv Options and Adjusted Autoliv Restricted Stock Unit Awards.

Adjusted Autoliv Option” means an Autoliv Option, adjusted as of the Effective Time in accordance with Section 4.02(a).

Adjusted Autoliv Restricted Stock Unit Award” means an Autoliv Restricted Stock Unit Award, adjusted as of the Effective Time in accordance with Section 4.02(b).

Affiliate” has the meaning set forth in the Distribution Agreement.

Agreement” has the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 8.18.

Amended and Restated Master Transition Services Agreement” has the meaning set forth in the Distribution Agreement.

Ancillary Agreement” has the meaning set forth in the Distribution Agreement.

Assets” has the meaning set forth in the Master Transfer Agreement.

Autoliv” has the meaning set forth in the preamble to this Agreement.

Autoliv Awards” means, collectively, Autoliv Options, Autoliv Restricted Stock Unit Awards and Autoliv Performance Shares.

Autoliv Benefit Plan” means any Benefit Plan established, sponsored, maintained or contributed to by Autoliv or any of its Subsidiaries immediately prior to the Effective Time, excluding any Veoneer Benefit Plan.

Autoliv Board” has the meaning set forth in the recitals to this Agreement.

Autoliv Business” has the meaning set forth in the Master Transfer Agreement.

Autoliv Common Stock” has the meaning set forth in the Distribution Agreement.

Autoliv Compensation Committee” means the Leadership Development and Compensation Committee of the Autoliv Board.

Autoliv Conversion Ratio” means the average of the closing per share price of Autoliv Shares trading “regular way with due bills” on the NYSE during the five (5) trading days immediately preceding and including the Distribution Date divided by the average of the closing per share price of Autoliv Shares during the first five (5) trading days immediately following the Distribution Date, rounded to the nearest full cent.

Autoliv Equity Plan” means any equity compensation plan sponsored or maintained by Autoliv immediately prior to the Effective Time, including the Autoliv, Inc. 1997 Stock Incentive Plan, as amended.

Autoliv Group” has the meaning set forth in the Distribution Agreement.

 

6


Autoliv Group Employee” means any individual employed by the Autoliv Group as of the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence) who is not a Veoneer Group Employee.

Autoliv Liabilities” has the meaning set forth in the Distribution Agreement.

Autoliv Nonqualified Plans” means the Autoliv ASP, Inc. Excess Pension Plan and the Autoliv North America Non-Qualified Retirement Plan.

Autoliv Non-Qualified Retirement Plan” means the Autoliv North America Non-Qualified Retirement Plan.

Autoliv Non-U.S. Pension Plan” means collectively, the plans listed on Schedule 1.01(f) hereto.

Autoliv Non-U.S. Welfare Plan” means any Welfare Plan established, sponsored, maintained, or contributed to by Autoliv or any of its Subsidiaries for the benefit of Non-U.S. Employees or Former Non-U.S. Employees, excluding any Veoneer Non-U.S. Welfare Plan, and listed on Schedule 1.01(g) hereto.

Autoliv Option” means an option to purchase Autoliv Shares granted pursuant to an Autoliv Equity Plan that is outstanding as of immediately prior to the Effective Time.

Autoliv Performance Share” means a performance share award in respect of Autoliv Shares granted pursuant to an Autoliv Equity Plan that is outstanding as of immediately prior to the Effective Time.

Autoliv Performance Share Conversion Factor” means the level of achievement of the applicable performance goals for each outstanding Autoliv Performance Share, expressed as a percentage.

Autoliv Restricted Stock Unit Award” means a restricted stock unit award in respect of Autoliv Shares granted pursuant to an Autoliv Equity Plan that is outstanding as of immediately prior to the Effective Time.

Autoliv Savings Plan” means the Autoliv (401k) Plan.

Autoliv Shares” means shares of Autoliv Common Stock.

Autoliv Short-Term Incentive Plans” means any annual or short-term incentive cash compensation plan sponsored or maintained by Autoliv immediately prior to the Effective Time, including the plans listed in Schedule 1.01(j) hereto, other than any Veoneer Short-Term Incentive Plans.

Autoliv U.S. Pension Plans” means, collectively, the Autoliv ASP, Inc. Pension Plan and the Autoliv ASP, Inc., Excess Pension Plan.

Autoliv U.S. Savings Plan” means the Autoliv ASP, Inc. Employee Savings and Investment Plan.

Autoliv U.S. Savings Plan Trust” means the master trust for Autoliv U.S. Savings Plans.

Autoliv U.S. Welfare Plan” means any Welfare Plan established, sponsored, maintained, or contributed to by Autoliv or any of its Subsidiaries for the benefit of U.S. Employees or Former U.S. Employees including the plans listed in Schedule 1.01(h) hereto.

 

7


Autoliv Welfare Plans” means the Autoliv U.S. Welfare Plans and the Autoliv Non-U.S. Welfare Plans.

Benefit Plan” means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, superannuation plans, thrift plans, supplemental pension plans, and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments, and arrangements providing for terms of employment, fringe benefits, severance benefits, termination indemnities, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences, and holidays; provided, however, that the term “Benefit Plan” shall not include any government-sponsored benefits, such as workers’ compensation, unemployment, or any similar plans, programs, or policies.

COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq. of ERISA and in Section 4980B of the Code.

Code” has the meaning set forth in the Distribution Agreement.

Dispute” has the meaning set forth in the Distribution Agreement.

Distribution” has the meaning set forth in the recitals to this Agreement.

Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

Distribution Date” has the meaning set forth in the Distribution Agreement.

Effective Time” has the meaning of “Distribution Effective Time” set forth in the Distribution Agreement.

Employee” means any Autoliv Group Employee or Veoneer Group Employee.

ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Exchange Act” has the meaning set forth in the Distribution Agreement.

FICA” has the meaning set forth in Section 3.01(e).

Force Majeure” has the meaning set forth in the Distribution Agreement.

Former Autoliv Group Employee” means any individual who is a former employee of a legal entity that remained with the Autoliv Group following the Restructuring Date who terminated employment prior to the Effective Date.

Former Employees” means Former Autoliv Group Employees and Former Veoneer Group Employees.

Former Non-U.S. Employee” means any Former Employee other than a Former U.S. Employee.

 

8


Former U.S. Employee” means any Former Employee who was assigned primarily to operations in the United States during his or her employment with the Autoliv Group.

Former Veoneer Group Employee” means any individual employed by a legal entity that remained with the Veoneer Group following the Restructuring Date who terminated employment prior to the Effective Date.

FUTA” has the meaning set forth in Section 3.01(e).

Governmental Authority” has the meaning set forth in the Distribution Agreement.

Incurred Claims” means a Liability related to services or benefits provided under a Benefit Plan, and shall be deemed to be incurred: (a) with respect to medical, dental, vision, and prescription drug benefits, upon the rendering of services giving rise to such Liability; (b) with respect to death benefits, life insurance, accidental death and dismemberment insurance, and business travel accident insurance, upon the occurrence of the event giving rise to such Liability; (c) with respect to disability benefits, upon the date of disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such Liability; (d) with respect to a period of continuous hospitalization, upon the date of admission to the hospital; and (e) with respect to tuition reimbursement or adoption assistance, upon completion of the requirements for such reimbursement or assistance, whichever is applicable.

Indemnitee” has the meaning set forth in the Distribution Agreement.

Individual Agreement” means any individual (a) employment contract, (b) retention, severance, or change of control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes, and living standards in the host country), (d) intellectual property assignment agreements, or (e) other agreement containing restrictive covenants (including confidentiality, noncompetition, and nonsolicitation provisions) between a member of the Autoliv Group or the Veoneer Group, on the one hand, and an Veoneer Group Employee or Former Veoneer Group Employee, on the other hand, as in effect immediately prior to the Effective Time.

IRS” means the United States Internal Revenue Service.

Law” has the meaning set forth in the Distribution Agreement.

Liability” or “Liabilities” has the meaning set forth in the Distribution Agreement.

Non-U.S. Employee” means any Employee other than a U.S. Employee.

NYSE” has the meaning set forth in the Distribution Agreement.

Parties” means the parties to this Agreement.

Person” has the meaning set forth in the Distribution Agreement.

Privileged Information” has the meaning set forth in the Distribution Agreement.

Record Date” has the meaning set forth in the Distribution Agreement.

Securities Act” means the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

 

9


Separation” has the meaning set forth in the recitals to this Agreement.

Subsidiary” has the meaning set forth in the Distribution Agreement.

Transferred Director” means any Veoneer non-employee director as of the Effective Time who served on the Autoliv Board immediately prior to the Effective Time.

Transferred FSA Balances” has the meaning set forth in Section 6.01(d).

U.S.” means the United States of America.

U.S. Employees” shall mean Employees who are assigned primarily to operations in the United States.

Welfare Plan” means any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse, and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts, or cashable credits.

Veoneer” has the meaning set forth in the preamble to this Agreement.

Veoneer Awards” means, collectively, Veoneer Options and Veoneer Restricted Stock Unit Awards.

Veoneer Benefit Plan” means any Benefit Plan established, sponsored, maintained, or contributed to by a member of the Veoneer Group as of or after the Effective Time.

Veoneer Board” means the Board of Directors of Veoneer.

Veoneer Business” has the meaning set forth in the Master Transfer Agreement.

Veoneer Common Stock” has the meaning set forth in the Distribution Agreement.

Veoneer Conversion Ratio” means the average of the closing per share price of Autoliv Shares trading “regular way with due bills” on the NYSE during the five (5) trading days immediately preceding and including the Distribution Date divided by the average of the closing per share price of Veoneer Shares during the first five (5) trading days immediately following the Distribution Date, rounded to the nearest full cent.

Veoneer Equity Plan” means the Veoneer 2018 Stock Incentive Plan.

Veoneer Group” has the meaning set forth in the Distribution Agreement.

Veoneer Group Employee” means any individual employed by the Veoneer Group as of the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence) who is not an Autoliv Group Employee.

Veoneer Liabilities” has the meaning set forth in the Distribution Agreement.

 

10


Veoneer Non-Qualified Retirement Plan” means the Veoneer North America Non-Qualified Retirement Plan.

Veoneer Non-U.S. Pension Plans” means, collectively, the plans listed on Schedule 1.01(b) hereto.

Veoneer Non-U.S. Welfare Plans” means the Welfare Plans established, sponsored, maintained, or contributed to by any member of the Veoneer Group for the benefit of Veoneer Group Employees and Former Veoneer Group Employees who are Non-U.S. Employees and Former Non-U.S. Employees, respectively, including the Welfare Plans listed in Schedule 1.01(c) hereto.

Veoneer Option” means an option to purchase Veoneer Shares granted by Veoneer pursuant to the Veoneer Equity Plan in accordance with Section 4.02(a).

Veoneer Restricted Stock Unit Award” means a restricted stock unit award in respect of Veoneer Shares granted pursuant to the Veoneer Equity Plan in accordance with Section 4.02(b).

Veoneer Shares” means shares of Veoneer Common Stock.

Veoneer Short-Term Incentive Plans” means any annual or short-term incentive cash compensation plan sponsored or maintained by Veoneer immediately following the Effective Time, including the plans listed in Schedule 1.01(k) hereto.

Veoneer U.S. Retiree Medical Plan” means the Veoneer US Retiree Medical Plan.

Veoneer U.S. Savings Plan” means the Veoneer US (401k) Plan.

Veoneer U.S. Savings Plan Trust” means the master trust for Veoneer U.S. Savings Plans.

Veoneer U.S. Welfare Plans” means the Welfare Plans established, sponsored, maintained, or contributed to by any member of the Veoneer Group for the benefit of Veoneer Group Employees and Former Veoneer Group Employees who are U.S. Employees and Former U.S. Employees, respectively, including the Welfare Plans listed in Schedule 1.01(d) hereto, excluding any Autoliv U.S.

Veoneer Welfare Plans” means the Veoneer U.S. Welfare Plans and the Veoneer Non-U.S. Welfare Plans.

Section 1.02 Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

 

11


ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01 General Principles.

(a) Acceptance and Assumption of Veoneer Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, Veoneer accepts, assumes, and agrees to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Veoneer Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Autoliv’s or Veoneer’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Autoliv Group or the Veoneer Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Autoliv Group or the Veoneer Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

(i) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Veoneer Group Employees and Former Veoneer Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any Veoneer Group Employees or Former Veoneer Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Autoliv Group pursuant to this Agreement;

(iii) any and all other Liabilities with respect to any Veoneer Group Employees or Former Veoneer Group Employees; and

(iv) any and all Liabilities expressly assumed or retained by any member of the Veoneer Group pursuant to this Agreement.

(b) Acceptance and Assumption of Autoliv Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, Autoliv accepts, assumes, and agrees to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an Autoliv Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Autoliv’s or Veoneer’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Autoliv Group or the Veoneer Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Autoliv Group or the Veoneer Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

 

12


(i) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Autoliv Group Employees and Former Autoliv Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any Autoliv Group Employees or Former Autoliv Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Veoneer Group pursuant to this Agreement;

(iii) any and all other Liabilities with respect to any Autoliv Group Employees or Former Autoliv Group Employees; and

(iv) any and all Liabilities expressly assumed or retained by any member of the Autoliv Group pursuant to this Agreement.

(c) Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02 Service Credit. The Veoneer Benefit Plans shall, and Veoneer shall cause each member of the Veoneer Group to, recognize each Veoneer Group Employee’s and each Former Veoneer Group Employee’s full service with Autoliv or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by Autoliv for similar purposes prior to the Effective Time as if such full service had been performed for a member of the Veoneer Group, for purposes of eligibility, vesting, and determination of level of benefits under any such Veoneer Benefit Plan; provided, however, that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services.

Section 2.03 Benefit Plans.

(a) Establishment of Plans. Except as otherwise explicitly provided in this Agreement, before the Effective Time, Veoneer shall, or shall cause an applicable member of the Veoneer Group to, adopt Benefit Plans (and related trusts, if applicable), with terms that are in the aggregate comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Autoliv Benefit Plans; provided, however, that Veoneer may limit participation in any such Veoneer Benefit Plan to Veoneer Group Employees and Former Veoneer Group Employees who participated in the corresponding Autoliv Benefit Plan immediately prior to the date of establishment of such plan.

 

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(b) No Creation/Acceleration of Benefits; No Duplication of Benefits.

(i) Notwithstanding anything to the contrary in this Agreement, the Distribution Agreement, or any other Ancillary Agreement, no participant in any Veoneer Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Autoliv Benefit Plan or any other plan, program, or arrangement sponsored or maintained by a member of the Autoliv Group.

(ii) Unless expressly provided for in this Agreement, in the Distribution Agreement, or in any other Ancillary Agreement, or required by applicable Law, no provision in this Agreement shall be construed to create any right to, or accelerate vesting or entitlements to, any compensation or benefit whatsoever under any program or arrangement sponsored or maintained by a member of the Autoliv Group or member of the Veoneer Group on the part of any Employee or Former Employee.

(c) Transition Services. The Parties acknowledge that the Autoliv Group or the Veoneer Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Amended and Restated Master Transition Services Agreement.

(d) Beneficiaries. References to Autoliv Group Employees, Former Autoliv Group Employees, Veoneer Group Employees, Former Veoneer Group Employees, and non-employee directors of either Autoliv or Veoneer (including Transferred Directors), shall, where the context clearly contemplates, be deemed to refer to their beneficiaries, dependents, survivors, and alternate payees, as applicable.

(e) Amendment and Termination. Nothing in this Agreement shall be construed or interpreted to restrict the right or authority of any member of the Autoliv Group or the Veoneer Group, as applicable, to amend or terminate any Autoliv Benefit Plan or Veoneer Benefit Plan, or any plan that is newly adopted or implemented in accordance with the terms hereof after the Distribution Date, as applicable, effective as of a date on and after the Distribution Date, to the extent permitted by applicable Law.

(f) Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provision of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

Section 2.04 Individual Agreements.

(a) Assignment by Autoliv. To the extent necessary, Autoliv shall assign, or cause an applicable member of the Autoliv Group to assign, to Veoneer or another member of the Veoneer Group, as designated by Veoneer, all Individual Agreements, with such assignment to be effective as of or prior to the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of or prior to the Effective Time, each member of the Veoneer Group shall be considered to be a successor to each member of the Autoliv Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Veoneer Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Veoneer Group; and provided, further, that, on and after the Effective Time, Autoliv shall not be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against a Veoneer Group Employee or Former Veoneer Group Employee for action taken in such individual’s capacity as a Veoneer Group Employee or Former Veoneer Group Employee.

 

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(b) Assumption by Veoneer. Effective as of or prior to the Effective Time, Veoneer shall assume and honor, or shall cause a member of the Veoneer Group to assume and honor, all Individual Agreements.

Section 2.05 Collective Bargaining. Effective no later than immediately prior to the Effective Time, to the extent necessary, Veoneer shall cause the appropriate member of the Veoneer Group to (a) assume collective bargaining, works council, or similar agreements (including any national, sector, or local collective bargaining agreement) that cover Veoneer Group Employees or Former Veoneer Group Employees and the Liabilities arising under any such agreements, and (b) join any industrial, employer, or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply. Notwithstanding anything to the contrary in this Section 2.05, in countries in which the European Union Acquired Rights Directive applies, collective bargaining agreements and any other agreements with employee representatives shall continue to apply after the Distribution Date to the extent and in the manner provided for by local Law.

Section 2.06 Non-U.S. Regulatory Compliance. Autoliv shall have the authority to adjust the treatment described in this Agreement with respect to Veoneer Group Employees or Former Veoneer Group Employees who are located outside of the United States in order to ensure compliance with the applicable laws or regulations of countries outside of the United States or to preserve the tax benefits provided under local tax law or regulation before the Distribution.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01 Active Employees.

(a) Assignment and Transfer of Employees. Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties or as required by applicable Law, (i) the applicable member of the Autoliv Group or the Veoneer Group shall have taken such actions as are necessary to ensure that each Veoneer Group Employee is employed by a member of the Veoneer Group as of the Effective Time, and (ii) the applicable member of the Autoliv Group or the Veoneer Group shall have taken such actions as are necessary to ensure that each individual who is an Autoliv Group Employee is employed by a member of the Autoliv Group as of the Effective Time. Each of the Parties agreed to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Autoliv Group or any member of the Veoneer Group to (i) continue the employment of any Employee or permit the return of any Employee from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

 

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(c) Non-Termination of Employment; Severance.

(i) The Parties acknowledge and agree that any Autoliv Group Employee or Veoneer Group Employee shall not be deemed either to have terminated employment, incurred a separation from service or severance from employment, or to be in retirement status under any Benefit Plan solely as a result of the Distribution and the assignment, transfer, or continuation of the employment of Employees as contemplated by this Section 3.01, except as required by applicable Law or as otherwise agreed between the Parties. Except to the extent required by applicable Law, any Autoliv Group Employee or Veoneer Group Employee shall not, solely as a result of the Distribution or related transactions, be eligible to receive payment of, or exercise any portability rights in respect of, such Employee’s vested benefit or retirement allowance under any Benefit Plan.

(ii) Notwithstanding Section 2.01 or anything to the contrary contained in any business transfer agreement entered into between a member of the Autoliv Group and a member of the Veoneer Group, Autoliv (or a member of the Autoliv Group designated by Autoliv) shall retain (or assume or reimburse to the extent necessary), and agrees to faithfully perform, discharge, and fulfill any Liabilities in respect of any severance payments or benefits that become payable pursuant to applicable Law to any Veoneer Group Employee as a result of the transfer of such Veoneer Group Employee to a member of the Veoneer Group as contemplated by Section 3.01(a).

(d) No Change of Control or Change in Control. The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Distribution Agreement, or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Autoliv Group or member of the Veoneer Group, except as required by applicable Law.

(e) U.S. Payroll and Related Taxes. With respect to any Veoneer Group Employee or group of Veoneer Group Employees located in the United States, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Veoneer (or the applicable member of the Veoneer Group) as a “successor employer” and Autoliv (or the applicable member of the Autoliv Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such Veoneer Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that, to the extent that Veoneer (or the applicable member of the Veoneer Group) cannot be treated as a “successor employer” to Autoliv (or the applicable member of the Autoliv Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Veoneer Group Employee or group of Veoneer Group Employees, (A) with respect to the portion of the tax year commencing on January 1, 2018 and ending on the Distribution Date, Autoliv shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations for such Veoneer Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such Veoneer Group Employees for such period, and (B) with respect to the remaining portion of such tax year, Veoneer shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding such Veoneer Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such Veoneer Group Employees.

ARTICLE IV

EQUITY, CASH, AND EXECUTIVE COMPENSATION

Section 4.01 Generally(f) . Each Autoliv Award granted that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below. Before the Effective Time, the Veoneer Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of Section 4.02.

 

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Section 4.02 Equity Awards.

(a) Stock Options. Each Autoliv Option that is outstanding immediately prior to the Effective Time, shall be converted as of the Effective Time into an Adjusted Autoliv Option and a Veoneer Option, and each such Adjusted Autoliv Option and Veoneer Option shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Autoliv Option immediately prior to the Effective Time, except as otherwise provided herein;

(i) the number of Autoliv Shares subject to such Adjusted Autoliv Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio, rounded down to the nearest whole share;

(ii) the number of Veoneer Shares subject to such Veoneer Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio, rounded down to the nearest whole share;

(iii) the per share exercise price of such Adjusted Autoliv Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective Time divided by (2) the Autoliv Conversion Ratio, rounded up to the nearest full cent; and

(iv) the per share exercise price of such Veoneer Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective Time divided by (2) the Veoneer Conversion Ratio, rounded up to the nearest full cent.

Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Autoliv Shares and Veoneer Shares subject to each Adjusted Autoliv Option and Veoneer Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A and Section 424 of the Code, as applicable.

(b) Restricted Stock Units. Each Autoliv Restricted Stock Unit that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into an Adjusted Autoliv Restricted Stock Unit and a Veoneer Restricted Stock Unit, and each such Adjusted Autoliv Restricted Stock Unit and Veoneer Restricted Stock Unit shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Autoliv Restricted Stock Unit immediately prior to the Effective Time, except as otherwise provided herein;

(i) the number of Autoliv Shares subject to such Adjusted Autoliv Restricted Stock Units shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Restricted Stock Units immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio;

(ii) the number of Veoneer Shares subject to such Veoneer Restricted Stock Units shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Restricted Stock Units immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio; and

 

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(iii) in each case, on the date of vesting, the aggregate number of Adjusted Autoliv Restricted Stock Units and Veoneer Restricted Stock Units, respectively, shall be rounded down to the nearest whole share.

(c) Performance Shares. Each Autoliv Performance Share that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into an Adjusted Autoliv Restricted Stock Unit and a Veoneer Restricted Stock Unit, and each such Adjusted Autoliv Restricted Stock Unit and Veoneer Restricted Stock Unit shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Autoliv Performance Shares immediately prior to the Effective Time, except as otherwise provided herein;

(i) the number of Autoliv Shares subject to such Adjusted Autoliv Restricted Stock Units shall be equal to the product of (A) the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Performance Shares immediately prior to the Effective Time, multiplied by the Autoliv Performance Share Conversion Factor for the respective Autoliv Performance Share program prior to the Effective Time, multiplied by (B) the Autoliv Conversion Ratio; and

(ii) the number of Veoneer Shares subject to such Veoneer Restricted Stock Units shall be equal to the product of (A) the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Performance Shares immediately prior to the Effective Time, multiplied by (B) the Autoliv Performance Share Conversion Factor for the respective Performance Share program prior to the Effective Time, multiplied by (B) the Veoneer Conversion Ratio; and

(iii) in each case, on the date of vesting, the aggregate number of Adjusted Autoliv Restricted Stock Units and Veoneer Restricted Stock Units, respectively, shall be rounded down to the nearest whole share.

(d) Miscellaneous Award Terms.

(i) Continued Service. With respect to Adjusted Autoliv Awards held by Veoneer Group Employees and Adjusted Veoneer Awards held by Autoliv Group Employees, employment or continued service as a director with the Veoneer Group and the Autoliv Group, respectively, shall be treated as employment or continued service as a director with Autoliv and Veoneer, respectively. In addition, neither the Distribution nor any employment transfer described in Section 3.01 shall constitute a termination of employment for any Employee for purposes of any Adjusted Autoliv Award or any Veoneer Award.

(ii) Change in Control.

(A) After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control,” or similar definition in an award agreement, employment agreement applicable to such award (1) with respect to Autoliv, shall be deemed to refer to a “change in control,” “change of control,” or similar definition as set forth in the applicable Autoliv Equity Plan , and (2) with respect to Veoneer, shall be deemed to refer to a “Change in Control” as defined in the Veoneer Equity Plan;

 

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(B) After the Effective Time, with respect to any Adjusted Autoliv Restricted Stock Units and Veoneer Restricted Stock Units, upon the occurrence of a “change in control,” “change of control,” or similar definition of Autoliv, (1) Adjusted Autoliv Restricted Stock Units shall vest in accordance with the change-in-control provisions of the Autoliv Equity Plan, regardless of whether such awards are held by an Autoliv Group Employee or Veoneer Group Employee, and (2) Veoneer Restricted Stock Units held by an Autoliv Group Employee shall vest in accordance with the change-in-control provisions of the Autoliv Equity Plan; and

(C) Upon the occurrence of a “change in control,” “change of control,” or similar definition of Veoneer, (1) Veoneer Restricted Stock Units shall vest in accordance with the change-in-control provisions of the Veoneer Equity Plan, regardless of whether such awards are held by an Autoliv Group Employee or Veoneer Group Employee, and (2) Adjusted Autoliv Restricted Stock Units held by a Veoneer Group Employee shall vest in accordance with the change-in-control provisions of the Autoliv Equity Plan.

(e) Settlement; Tax Reporting; and Withholding.

(i) Except as otherwise provided in this Section 4.02(e), after the Effective Time, stock-settled Adjusted Autoliv Awards, regardless of by whom held, shall be settled by Autoliv, and stock-settled Veoneer Awards, regardless of by whom held, shall be settled by Veoneer.

(ii) Upon the vesting or settlement of any Adjusted Autoliv Awards and any Veoneer Awards, Veoneer shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Veoneer Group Employee and Former Veoneer Group Employees. Upon the vesting or settlement of any Adjusted Autoliv Awards and any Veoneer Awards, Autoliv shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Autoliv Group Employee and Former Autoliv Group Employees. Following the Effective Time, Autoliv shall be responsible for all income tax reporting in respect of Adjusted Autoliv Awards held by Autoliv Group Employees and Former Autoliv Group Employees, and Veoneer shall be responsible for all income tax reporting in respect of Adjusted Autoliv Awards and Veoneer Awards held by Veoneer Group Employees and Former Veoneer Group Employees, except as may be modified pursuant to Section 3.01(e).

(iii) Following the Effective Time, if any stock-settled Adjusted Autoliv Award or Veoneer Award shall fail to become vested, such Adjusted Autoliv Award or Veoneer Award shall be forfeited to Autoliv or Veoneer, respectively.

(f) Cooperation. Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, (i) exercises of vested Adjusted Autoliv Options and Veoneer Options, (ii) the vesting and forfeiture of unvested Adjusted Autoliv Awards and Veoneer Awards, and (iii) the withholding and reporting requirements with respect to all awards. Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for vesting and forfeiture of awards and tax withholding/remittance, compliance with trading windows, and compliance with the requirements of the Exchange Act and other applicable Laws. Without limiting the foregoing provisions of this Section 4.02(f), each Party agrees that each such Party shall, during the three-year period commencing on the Distribution Date engage the same stock plan administrator as its third-party administrator for Autoliv Awards, in the case of Autoliv, and Veoneer Awards, in the case of Veoneer.

 

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(g) Registration and Other Regulatory Requirements. Veoneer agrees to file a Form S-8 registration statement with respect to, and to cause to be registered pursuant to the Securities Act, the Veoneer Shares authorized for issuance under the Veoneer Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any Veoneer Shares pursuant to the Veoneer Equity Plan.

(h) Equity Awards in Certain Jurisdictions. Notwithstanding the foregoing provisions of this Section 4.02, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Autoliv Awards pursuant to the foregoing provisions of this Section 4.02 where those actions would create or trigger adverse legal, accounting, or tax consequences for Autoliv, Veoneer, and/or the affected award holder, including, without limitation, outstanding Autoliv Options that are intended to qualify as incentive stock options under Section 422 of the Code. In such circumstances, Autoliv and/or Veoneer may take any action necessary or advisable to prevent any such adverse legal, accounting, or tax consequences, including agreeing that the outstanding Autoliv Awards of the affected award holders shall terminate in accordance with the terms of the Autoliv Equity Plan and the underlying award agreements, in which case Veoneer or Autoliv, as applicable, shall equitably compensate the affected award holders in an alternate manner determined by Veoneer or Autoliv, as applicable, in its sole discretion, or agreeing that an alternate adjustment method should be applied, in each case provided such alternate manner of equitable compensation or alternate adjustment method, as applicable, does not itself result in adverse legal, accounting, or tax consequences for Autoliv, Veoneer, and/or the affected award holder. Where and to the extent required by applicable Law or tax considerations, the adjustments described in this Section 4.02(h) shall be (i) deemed to have been effectuated immediately prior to the Distribution Date, (ii) deemed approved by the Autoliv Compensation Committee, and (iii) incorporated by reference herein as if fully set forth herein and shall be binding on the Parties and their respective Affiliates.

Section 4.03 Short-Term Incentive Plans.

(a) Establishment of Veoneer Short-Term Incentive Plans. Veoneer shall, or shall cause other members of the Veoneer Group to, establish the Veoneer Short-Term Incentive Plans. The Veoneer Short-Term Incentive Plans shall govern incentives earned for performance periods commencing after the Distribution Date. In no event shall any Veoneer Group Employee or Former Veoneer Group Employee be entitled to any payments under the Autoliv Short-Term Incentive Plan for any period after the Distribution Date.

(b) Fiscal Year 2018 Annual Bonus. Effective as of the Effective Time, the Liability in respect of bonus awards allocable to Veoneer Group Employees and Former Veoneer Group Employees under any Autoliv Short-Term Incentive Plan in respect of the 2018 fiscal year shall be assumed by the Veoneer Group based on the accrual for such Employees as of immediately prior to the Effective Time. Upon the determination of the actual amount of the bonuses for the Veoneer Group Employees and Former Veoneer Group Employees by Autoliv following the Effective Time, Veoneer shall pay the amounts awarded to the Veoneer Group Employees and Former Veoneer Group Employees.

(c) Allocation of Liabilities. Except as otherwise provided in this Agreement, (i) the Autoliv Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual incentive bonus awards under any Autoliv Short-Term Incentive Plan with respect to payments earned before, as of, or after the Effective Time to Autoliv Group Employees or Former Autoliv Group Employees, and no member of the Veoneer Group shall have any obligations with respect thereto; and (ii) the Veoneer Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual incentive bonus awards under any Veoneer Short-Term Incentive Plan with respect to payments made after the Effective Time to Veoneer Group Employees or Former Veoneer Group Employees, and no member of the Autoliv Group shall have any obligations with respect thereto.

 

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Section 4.04 Director Compensation.

(a) Establishment of Veoneer Non-Employee Director Compensation Policy. Prior to the Effective Time, Veoneer shall establish the Veoneer non-employee director compensation policy.

(b) Allocation of Directors’ Compensation. Autoliv shall be responsible for the payment of any fees for service on the Autoliv Board that are earned at, before, or after the Effective Time, and Veoneer shall not have any responsibility for any such payments. With respect to any Veoneer non-employee director, Veoneer shall be responsible for the payment of any fees for service on the Veoneer Board that are earned at any time after the Effective Time and Autoliv shall not have any responsibility for any such payments. Notwithstanding the foregoing, Veoneer shall commence paying quarterly cash retainers to Veoneer non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if Autoliv has already paid such quarter’s cash retainers to Autoliv non-employee directors prior to the Effective Time, then within thirty (30) business days after the end of the fiscal quarter in which the Distribution Date occurs, Veoneer shall pay Autoliv an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Veoneer after the Distribution Date, and (ii) if Autoliv has not yet paid such quarter’s cash retainers to Autoliv non-employee directors prior to the Effective Time, then within thirty (30) business days after the end of the fiscal quarter in which the Distribution Date occurs, Autoliv shall pay Veoneer an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Autoliv on and prior to the Distribution Date. The Parties recognize and agree that any Autoliv Awards held by a Veoneer non-employee director or a Transferred Director shall be adjusted under Section 4.02.

ARTICLE V

U.S. RETIREMENT PLANS

Section 5.01 Autoliv U.S. Pension Plans.

(a) Retention of Plan. As of the Effective Time, the Autoliv Group shall retain (or assume to the extent necessary) sponsorship of each Autoliv U.S. Pension Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be Assets and Liabilities of the Autoliv Group.

(b) Treatment of Veoneer Group Employees. As of the Effective Time, Veoneer Group Employees shall be ineligible to accrue benefits under the Autoliv U.S. Pension Plans. Veoneer Group Employees shall be treated as vested terminated employees from the Defined Benefit Plan. Veoneer Group Employees shall be treated as vested employees under the Excess Pension Plan; the date of separation shall be determined by the date of separation from Veoneer.

Section 5.02 Veoneer U.S. Savings Plan.

(a) Establishment of Veoneer U.S. Savings Plan. Before the Effective Time, Veoneer shall establish the Veoneer U.S. Savings Plan, and the Veoneer U.S. Savings Plan Trust, effective as of the Effective Time. Before the Effective Time, Veoneer shall provide Autoliv with (i) a copy of the Veoneer U.S. Savings Plan and Veoneer U.S. Savings Plan Trust and (ii) a copy of certified resolutions of the Veoneer Board (or its authorized committee or other delegate) evidencing adoption of the Veoneer U.S. Savings Plan and the Veoneer U.S. Savings Plan Trust and the assumption by the Veoneer U.S. Savings Plan of the Liabilities described in Section 5.02(b) effective as of the Effective Time.

 

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(b) Transfer of Account Balances. As soon as administratively feasible, Autoliv shall cause the trustee of the Autoliv U.S. Savings Plan to transfer from the Autoliv U.S. Savings Plan Trust to the Veoneer U.S. Savings Plan Trust the account balances of the Veoneer Group Employees under the Autoliv U.S. Savings Plan, determined as of the date of the transfer. Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any Asset and Liability transfers pursuant to this Section 5.02(b) shall comply in all respects with Sections 414(1) and 411(d)(6) of the Code.

(c) Employer Contributions. Veoneer shall be responsible for making any such matching contributions and retirement income contributions to the Veoneer U.S. Savings Plan.

(d) Veoneer U.S. Savings Plan Provisions. The Veoneer U.S. Savings Plan shall provide that:

(i) Veoneer Group Employees shall (A) be eligible to participate in the Veoneer U.S. Savings Plan as of the Effective Time to the extent that they were eligible to participate in the Autoliv U.S. Savings Plan as of immediately prior to the Effective Time, and (B) receive credit for all service credited for that purpose under the Autoliv U.S. Savings Plan as of immediately prior to the Distribution as if that service had been rendered to Veoneer; and

(ii) the account balance of each Veoneer Group Employee under the Autoliv U.S. Savings Plan as of the date of the transfer of Assets from the Autoliv U.S. Savings Plan (including any outstanding promissory notes) shall be credited to such individual’s account balance under the Veoneer U.S. Savings Plan.

(e) Autoliv U.S. Savings Plan After Effective Time. From and after the Effective Time, (i) the Autoliv U.S. Savings Plan shall continue to be responsible for Liabilities in respect of Autoliv Group Employees and Former Employees with accounts under such plans, and (ii) no Veoneer Group Employees shall accrue any benefits under the Autoliv U.S. Savings Plan. Without limiting the generality of the foregoing, Veoneer Group Employees shall cease to be participants in the Autoliv U.S. Savings Plan effective as of the Effective Time.

(f) No Loss of Unvested Benefits; No Distributions. No Veoneer Group Employee shall be entitled to a distribution of his or her benefit under the Autoliv U.S. Savings Plan or Veoneer U.S. Savings Plan as a result of such transfer of employment to the Veoneer Group.

Section 5.03 Autoliv U.S. Savings Plan.

(a) Retention of Plan. As of the Effective Time, the Autoliv Group shall retain sponsorship of the Autoliv U.S. Savings Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Autoliv Group.

Section 5.04 Veoneer Non-Qualified Retirement Plan.

(a) Establishment of the Veoneer Non-Qualified Retirement Plan. Before the Effective Time, Veoneer shall establish the Veoneer Non-Qualified Retirement Plan.

(b) Assumption of Liabilities from Autoliv. As of the Effective Time, Veoneer shall, and shall cause the Veoneer Non-Qualified Retirement Plan to, assume all Liabilities under the Autoliv Non-Qualified Retirement Plan of Veoneer Group Employees that relate to deferrals following the Effective Time, determined as of the Effective Time, and the Autoliv Group and the Autoliv Non-Qualified Retirement Plan shall be relieved of all such Liabilities. Autoliv shall retain all Liabilities under the Autoliv Non-Qualified Retirement Plan for Autoliv Group Employees and Former Employees and all Liabilities under the Autoliv Non-Qualified Retirement Plan for Autoliv Group Employees that relate to deferrals prior to or as of the Distribution Date. As soon as administratively feasible following the

 

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Effective Time, Autoliv shall cause the trustee holding Autoliv Non-Qualified Retirement Plan assets to transfer the assets funding the account balances of the Veoneer Group Employees under the Autoliv Non-Qualified Retirement Plan determined as the date of transfer, to the trustee of the Veoneer Non-Qualified Retirement Plan Trust. Veoneer Group Employees shall cease to participate in the Autoliv Non-Qualified Retirement Plan. The deferral elections in effect for the Veoneer Group Employees under the Autoliv Non-Qualified Retirement Plan as of the Effective Time shall continue to apply under the Veoneer Non-Qualified Retirement Plan immediately after the Effective Time without interruption through December 31, 2018.

Section 5.05 Nonqualified Plan Participation; Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Distribution Agreement, or any other Ancillary Agreement shall trigger a payment or distribution of compensation under any of the Autoliv Nonqualified Plans or Veoneer Non-Qualified Retirement Plan for any participant and, consequently, that the payment or distribution of any compensation to which such participant is entitled under any of the Autoliv Nonqualified Plans or Veoneer Non-Qualified Retirement Plan shall occur upon such participant’s separation from service from the Veoneer Group or at such other time as provided in the applicable Veoneer Non-Qualified Retirement Plan or participant’s deferral election.

ARTICLE VI

U.S. WELFARE BENEFIT PLANS

Section 6.01 Welfare Plans.

(a) Multi-Employer Health Plan. Autoliv, ASP. Inc. Welfare Benefit Plan shall act as a multi-employer health plan from July 1, 2018 through December 31, 2018. Actual claims and administrative costs from providers shall be captured and assigned to Veoneer. Costs are that are not billed per employee, but are instead fee-based per service, shall be prorated based on a percentage of head-count for Veoneer US, Inc. vs. Autoliv ASP, Inc. each month.

(b) Establishment of Veoneer U.S. Welfare Plans. As of January 1, 2019, Veoneer shall, or shall cause the applicable member of the Veoneer Group to, establish the Veoneer U.S. Welfare Plans.

(c) Waiver of Conditions; Benefit Maximums. Veoneer shall use commercially reasonable efforts to cause the Veoneer U.S. Welfare Plans and any Welfare Plans that provide leave benefits, as applicable, to:

(i) with respect to initial enrollment as of January 1, 2019, waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any Veoneer Group Employee or Former Veoneer Group Employee who are U.S. Employees, or any covered dependents thereof, other than limitations that were in effect with respect to such Veoneer Group Employee, Former Veoneer Group Employee, or covered dependent under the applicable Autoliv U.S. Welfare Plan as of immediately prior to January 1, 2019 (or, if earlier, the date on which the applicable Welfare Plan is established), and (B) any waiting period limitation or evidence of insurability requirement applicable to such Veoneer Group Employee, Former Veoneer Group Employee, or any covered dependents thereof, other than limitations or requirements that were in effect with respect to such Veoneer Group Employee, Former Veoneer Group Employee, or covered dependent under the applicable Autoliv U.S. Welfare Plans as of immediately prior to January 1, 2019 (or, if earlier, the date on which the applicable Welfare Plan is established); and

 

23


(ii) take into account with respect to aggregate annual, lifetime, or similar maximum benefits available under the Veoneer U.S. Welfare Plans, such Veoneer Group Employee’s, Former Veoneer Group Employee’s, or any covered dependents’ prior claim experience under the Autoliv U.S. Welfare Plans and any Benefit Plan that provides leave benefits.

(d) Flexible Spending Accounts. The Parties shall use commercially reasonable efforts to ensure that any health or dependent care flexible spending accounts of Veoneer Group Employees who are U.S. Employees (whether positive or negative) (the “Transferred FSA Balances”) under Autoliv U.S. Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after January 1, 2019 (or, if earlier, the date on which the corresponding Veoneer U.S. Welfare Plans are established), from the Autoliv U.S. Welfare Plans to the corresponding Veoneer U.S. Welfare Plans. As soon as practicable after January 1, 2019 (calculated as of January 1, 2019), and in any event within thirty (30) days after the amount of the Transferred FSA Balances is determined or such later date as mutually agreed upon by the Parties, Veoneer shall pay Autoliv the net aggregate amount of the Transferred FSA Balances (calculated as of January 1, 2019), if such amount is positive, and Autoliv shall pay Veoneer the net aggregate amount of the Transferred FSA Balances (calculated as of January 1, 2019), if such amount is negative.

(e) Allocation of Welfare Assets and Liabilities. Except as otherwise specifically provided herein, the Autoliv Group shall retain all Liabilities relating to Incurred Claims under the Autoliv U.S. Welfare Plans, and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims. The Veoneer Group shall be responsible for all Liabilities relating to Incurred Claims under any Veoneer U.S. Welfare Plan and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims.

(f) Determination of Veoneer Group Employees. For purposes of this Section 6.01, it is contemplated that some or all of the Veoneer U.S. Welfare Plans or Benefit Plans providing leave benefits may be established prior to the Effective Time. In such event, all references to “Veoneer Group Employees” in this Section 6.01 shall mean and refer to individuals employed by a member of the Veoneer Group as of immediately prior to the date of establishment of such plan.

Section 6.02 Veoneer U.S. Retiree Medical Plan.

(a) Establishment of the Veoneer U.S. Retiree Medical Plan. Before the Effective Time, Veoneer shall establish the Veoneer U.S. Retiree Medical Plan.

(b) Assumption of Liabilities from Autoliv. As of the Effective Time (or, if earlier, the date on which the Veoneer U.S. Retiree Medical Plan is established), Veoneer shall, and shall cause the Veoneer U.S. Retiree Medical Plan to, assume all retiree medical Liabilities under the Autoliv Retiree Welfare Plan of the (no unions in US) Veoneer Group Employees and Former Veoneer Group Employees, determined as of immediately prior to the Effective Time (or, if earlier, the date on which the Veoneer U.S. Retiree Medical Plan is established), and the Autoliv Group and the Autoliv Retiree Welfare Plan shall be relieved of all such Liabilities. Autoliv shall retain all Liabilities under the Autoliv Retiree Welfare Plan for Autoliv Group Employees and Former Autoliv Group Employees. From and after the Effective Time (or, if earlier, the date on which the Veoneer U.S. Retiree Medical Plan is established), Veoneer Group Employees and Former Veoneer Group Employees shall cease to participate in the Autoliv Retiree Welfare Plan.

 

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Section 6.03 COBRA.

The Autoliv Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA and the corresponding provisions of the Autoliv U.S. Welfare Plans with respect to any Autoliv Group Employee and any Former Autoliv Group Employee who is a U.S. Employee (and his or her covered dependents) who incur a qualifying event under COBRA before, as of, or after the January 1, 2019. Effective as of January 1, 2019, the Veoneer Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Veoneer U.S. Welfare Plans with respect to any Veoneer Group Employee or Former Veoneer Group Employee who is a U.S. Employee (and his or her covered dependents) who incurs a qualifying event or loss of coverage under the Veoneer U.S. Welfare Plans before, as of, or after the January 1, 2019. The Parties agree that the consummation of the transactions contemplated by the Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 6.04 Vacation, Holidays and Leaves of Absence. Effective as of no later than the Effective Time, the Veoneer Group shall assume all Liabilities of the Autoliv Group with respect to vacation, holiday, annual leave, or other leave of absence, and required payments related thereto, for each Veoneer Group Employee who is a U.S. Employee. The Autoliv Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each Autoliv Group Employee who is a U.S. Employee.

Section 6.05 Severance and Unemployment Compensation. Except as otherwise provided in Section 3.01(c), effective as of the Effective Time, the Veoneer Group shall assume any and all Liabilities to, or relating to, Veoneer Group Employees and Former Veoneer Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at, or after the Effective Time. The Autoliv Group shall be responsible for any and all Liabilities to, or relating to, Autoliv Group Employees and Former Autoliv Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.

Section 6.06 Workers Compensation. With respect to claims for workers’ compensation in the U.S., (a) the Veoneer Group shall be responsible for claims in respect of Veoneer Group Employees and Former Veoneer Group Employees, whether occurring before, at, or after the Effective Time, and (b) the Autoliv Group shall be responsible for all claims in respect of Autoliv Group Employees and Former Autoliv Group Employees, whether occurring before, at, or after the Effective Time.

Section 6.07 Insurance Contracts. To the extent that any Autoliv Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop-loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Veoneer (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Autoliv and Veoneer for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.07.

Section 6.08 Third-Party Vendors. Except as provided below, to the extent that any Autoliv Welfare Plan is administered by a third-party vendor, the Parties shall cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Veoneer and to maintain any pricing discounts or other preferential terms for both Autoliv and Veoneer for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.08.

 

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ARTICLE VII

NON-U.S. EMPLOYEES AND BENEFIT PLANS

Section 7.01 Non-U.S. Employees. Unless otherwise agreed by the Parties, Veoneer Group Employees and Former Veoneer Group Employees who are Non-U.S. Employees or who otherwise are subject to non-U.S. Law and their related benefits and Liabilities shall be treated in the same manner as the Veoneer Group Employees and Former Veoneer Group Employees, respectively, who are U.S. Employees and who are not subject to non-U.S. Law. Notwithstanding anything to the contrary in this Agreement, all actions taken with respect to Non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law and the custom of the applicable jurisdictions.

Section 7.02 Veoneer Non-U.S. Pension Plans.

(a) As of the Effective Time, the Veoneer Group shall retain (or establish or assume to the extent necessary) sponsorship of the Veoneer Non-U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Veoneer Group.

(i) Previously separated entities of Veoneer Canada and Veoneer France each have separate formerly established pension plans and the Liabilities associated with each of such plans has been assumed by the respective entities as of the Restructuring Date.

(ii) Each of Veoneer Japan, Veoneer South Korea and Veoneer India established a new pension plan for participation by employees of the respective entity, effective on or about the Restructuring Date, and the Liabilities associated with each of these plans for Veoneer Group Employees has been assumed by the Veoneer Group as of the Restructuring Date.

(iii) Veoneer Germany maintains a Pension Promise Plan for the benefit one (1) active Veoneer Group Employee and the Liabilities associated with this plan has been assumed by the Veoneer Group as of the Restructuring Date.

Section 7.03 Veoneer Non-U.S. Welfare Plans. As of the Effective Time, the Veoneer Group shall retain (or establish or assume to the extent necessary) sponsorship of the Veoneer Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Veoneer Group.

Section 7.04 Autoliv Non-U.S. Pension Plans. As of the Effective Time, the Autoliv Group shall retain (or establish or assume to the extent necessary) sponsorship of the Autoliv Non-U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Autoliv Group.

Section 7.05 Autoliv Non-U.S. Welfare Plans. As of the Effective Time, the Autoliv Group shall retain (or establish or assume to the extent necessary) sponsorship of the Autoliv Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Autoliv Group.

 

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ARTICLE VIII

MISCELLANEOUS

Section 8.01 Employee Records.

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, Autoliv and Veoneer (acting directly or through members of the Autoliv Group or the Veoneer Group, respectively) shall provide to the other Party and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

(b) Transfer of Personnel Records and Authorization. Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, each Party shall transfer to the other Party any and all employment records as necessary for each Party to carry out its obligations under this Agreement.

(c) Access to Records. To the extent not inconsistent with this Agreement, the Distribution Agreement, or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time shall be provided to members of the Autoliv Group and members of the Veoneer Group pursuant to the terms and conditions of Article VI of the Distribution Agreement.

(d) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying, and permitting access to all Employee-related information, Autoliv and Veoneer shall comply with all applicable Laws, regulations, and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations, and internal policies applicable to such information.

(e) Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate, and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment, and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy, or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling, or advisory opinion from the IRS, U.S. Department of Labor, or ruling from any other Governmental Authority on behalf of any employee benefit plan, policy, or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor, or any other Governmental Authority; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.

(f) Confidentiality. Notwithstanding anything to the contrary in this Agreement, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Distribution Agreement and the requirements of applicable Law.

(g) Compensation for Providing Information. The Party requesting information under this Section 8.01 agrees to reimburse the other Party for the reasonable costs, if any, of gathering, copying, transporting, and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information).

 

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Section 8.02 Preservation of Rights to Amend. The rights of each member of the Autoliv Group and each member of the Veoneer Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 8.03 Fiduciary Matters. Autoliv and Veoneer each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 8.04 Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing, and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.05 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein.

(c) Autoliv represents on behalf of itself and each other member of the Autoliv Group, and Veoneer represents on behalf of itself and each other member of the Veoneer Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d) Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

Section 8.06 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated in this Agreement or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

 

28


Section 8.07 Assignability. This Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or other party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

Section 8.08 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Autoliv Indemnitee or Veoneer Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) except the Parties hereto any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 8.09 Notices. All notices, requests, claims, demands, or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight courier service, or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.09):

(i) if to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

(ii) if to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

A Party may, by notice to the other Party, change the address to which such notices are to be given.

 

29


Section 8.10 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 8.11 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition, and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

Section 8.12 Headings. The article, section, and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.13 Survival of Covenants. Except as expressly set forth in this Agreement, the covenants, representations, and warranties contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Distribution and shall remain in full force and effect in accordance with their terms.

Section 8.14 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 8.15 Dispute Resolution. The dispute resolution procedures set forth in Article IV of the Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 8.16 Data Privacy.. The Parties agree that any applicable data privacy Laws and any other obligations of the Autoliv Group or Veoneer Group to maintain the confidentiality of any employee information or information held by any Benefit Plan in accordance with applicable Law shall govern the disclosure of employee information among the Parties under this Agreement. The Parties agree to use commercially reasonable efforts to have in place appropriate technical and organizational security measures to protect the personal data of Employees.

Section 8.17 Specific Performance. Subject to Article IV of the Distribution Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

 

30


Section 8.18 Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the Autoliv Board without the approval of any Person, including Veoneer or Autoliv.

Section 8.19 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 8.20 Exclusivity of Tax Matters Agreement. Notwithstanding any other provision of this Agreement (other than Sections 3.01(e) and 4.02(e)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein.

Section 8.21 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER VEONEER NOR ITS AFFILIATES, ON THE ONE HAND, NOR AUTOLIV NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES PAID BY AN INDEMNITEE IN RESPECT OF A THIRD PARTY CLAIM).

[Signature page to follow.]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

 

AUTOLIV, INC.
By:  

/s/ Lars Sjöbring

Name:   Lars Sjöbring
Its:   Group Vice President, Legal Affairs, General Counsel and Secretary
VEONEER, INC.
By:  

/s/ Mathias Hermansson

Name:   Mathias Hermansson
Its:   Chief Financial Officer and Executive Vice President, Financial Affairs
EX-10.2 6 d835049dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF JUNE 28, 2018


TABLE OF CONTENTS

 

         Page  

SECTION 1

  Definitions of Terms      2  

1.1

  Definitions      2  

1.2

  Interpretation      6  

SECTION 2

  Allocation of Tax Liabilities and Tax Benefits      7  

2.1

  Liability for and the Payment of Taxes      7  

2.2

  Allocation Rules      8  

SECTION 3

  Preparation and Filing of Tax Returns      9  

3.1

  Joint Returns      9  

3.2

  Separate Returns      11  

3.3

  Special Rules Relating to the Preparation of Tax Returns      11  

3.4

  Reliance on Exchanged Information      12  

3.5

  Allocation of Tax Items      12  

SECTION 4

  Tax Payments      13  

4.1

  Payment of Taxes to Tax Authority      13  

4.2

  Indemnification Payments      13  

4.3

  Initial Determinations and Subsequent Adjustments      14  

4.4

  Interest on Late Payments      15  

4.5

  Payments by or to Other Group Members      15  

4.6

  Procedural Matters      15  

4.7

  Tax Consequences of Payments      15  

SECTION 5

  Assistance and Cooperation      15  

5.1

  Cooperation      15  

5.2

  Supplemental Tax Opinions      16  

SECTION 6

  Tax Records      16  

6.1

  Retention of Tax Records      16  

6.2

  Access to Tax Records      16  

SECTION 7

  Tax Contests      16  

7.1

  Notices      16  

7.2

  Control of Tax Contests      17  

7.3

  Cooperation      17  

SECTION 8

  Restriction on Certain Actions of Autoliv and Veoneer      18  

8.1

  General Restrictions      18  

8.2

  Restricted Actions Relating to Tax Materials      18  

8.3

  Certain Veoneer Actions Following the Effective Time      18  

SECTION 9

  General Provisions      19  

9.1

  Limitation of Liability      19  

 

i


TABLE OF CONTENTS

 

         Page  

9.2

  Entire Agreement      19  

9.3

  Governing Law      19  

9.4

  Termination      19  

9.5

  Notices      19  

9.6

  Counterparts      20  

9.7

  Binding Effect; Assignment      20  

9.8

  No Third Party Beneficiaries      20  

9.9

  Severability      20  

9.10

  Failure or Indulgence Not Waiver; Remedies Cumulative      20  

9.11

  Amendments      20  

9.12

  Authority      21  

9.13

  Construction      21  

9.14

  Interpretation      21  

9.15

  Predecessors or Successors      21  

9.16

  Change in Law      21  

9.17

  Disputes      21  

9.18

  Conflict      21  

 

ii


TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) dated as of June 28, 2018, by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

RECITALS:

WHEREAS, Veoneer is a wholly owned Subsidiary of Autoliv;

WHEREAS, the Board of Directors of Autoliv has determined that it would be appropriate and desirable for Autoliv to separate the Veoneer Group from the Autoliv Group, as contemplated by the Distribution Agreement (the “Separation”);

WHEREAS, in preparation for the Separation, Autoliv and Veoneer entered into a Master Transfer Agreement, effective as of April 1, 2018 (the “Master Transfer Agreement”), pursuant to which Autoliv caused its subsidiaries to engage in several transactions, including (a) the transfer of certain operating assets, cash, a promissory note, and the shares in certain subsidiaries from Autoliv AB, a Swedish private limited company (“AHO”), to Veoneer AB, a Swedish corporation (“Veoneer Holding”), followed by the distribution of the shares in Veoneer Holding from AHO to Autoliv Holding AB, a Swedish private limited company (“ALV Holding”), in what is intended to qualify as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code (the “Swedish Reorganization”); (b) the distribution of the shares in Veoneer Holding from ALV Holding to Autoliv in what is intended to qualify as a tax-free distribution under Section 355 of the Code (the “Swedish Distribution”); (c) the transfer of certain operating assets from Autoliv Japan Ltd., a Japanese limited company (“ALV Japan”), to Veoneer Japan Ltd., a Japanese limited company (“Veoneer Japan”), followed by the distribution of shares in Veoneer Japan to Autoliv Holding, Inc., a Delaware corporation (“USH”) in what is intended to qualify as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code (the “Japanese Reorganization”); (d) the distribution of the shares in Veoneer Japan from USH to Autoliv in what is intended to qualify as a tax-free distribution under Section 355 of the Code (the “Japanese Distribution”); and (e) the transfer of certain operating assets, cash, stock in a U.S. corporation, and interests in certain partnerships from Autoliv ASP, Inc., an Indiana corporation (“ALV ASP”), to Veoneer US, Inc., a Delaware corporation (“Veoneer US”), followed by a contribution of the shares in Veoneer US to Veoneer, and followed by the distribution of the shares in Veoneer from ALV ASP to Autoliv in what is intended to qualify as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code (the “US Reorganization,” and together with the Swedish Reorganization, the Swedish Distribution, the Japanese Reorganization, and the Japanese Distribution, the “Internal Reorganization Transactions”);

WHEREAS, the Board of Directors of Autoliv has previously approved the contribution by Autoliv of all of the shares in Veoneer Holding, and Veoneer Japan along with cash to Veoneer in a transaction that occurred on April 1, 2018 (the “Contribution”), in what is intended to qualify, together with the Distribution, as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code;

WHEREAS, the Board of Directors of Veoneer has also previously approved the Contribution;

WHEREAS, following the Internal Reorganization Transactions, the Board of Directors of Autoliv and the Board of Directors of Veoneer has determined that, in connection with the Separation, it would be appropriate and desirable for Autoliv to distribute its entire interest in the stock of Veoneer on a pro rata basis to holders of Autoliv common stock (the “Distribution”) in what is intended to qualify, together with the Contribution, as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code;

 

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WHEREAS, the parties set forth in the Distribution Agreement the principal arrangements between them regarding the separation of the Veoneer Group from the Autoliv Group; and

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of Taxes and Tax Items arising prior to, as a result of, and subsequent to the Distribution, and provide for and agree upon other matters relating to Taxes.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

SECTION 1

Definitions of Terms

1.1 Definitions. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

2018 Joint Federal Return” means Autoliv’s U.S. federal consolidated income Tax Return for the Tax Year that begins on January 1, 2018, and ends on December 31, 2018.

Affiliate” means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. It is expressly agreed that, from and after the Effective Time, (a) no member of the Autoliv Group shall be deemed an Affiliate of any member of the Veoneer Group, and (b) no member of the Veoneer Group shall be deemed an Affiliate of any member of the Autoliv Group.

Ancillary Agreement” has the meaning set forth in the Distribution Agreement.

Autoliv Business” has the meaning set forth in the Master Transfer Agreement.

Autoliv Group” means Autoliv and each Subsidiary of Autoliv that is not a member of the Veoneer Group.

Cash Distribution” has the meaning set forth in the definition of Repatriation Taxes in this Section 1.

Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor law.

Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company, or other ownership interests, by contract or otherwise and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

 

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Distribution Agreement” means the Distribution Agreement entered into as of the date hereof between Autoliv and Veoneer.

Distribution Date” means the date on which the Distribution is effected pursuant to the Distribution Agreement.

Due Date” has the meaning set forth in Section 4.4.

Effective Time” has the meaning of “Distribution Effective Time” set forth in the Distribution Agreement.

Group” means the Autoliv Group or the Veoneer Group, as the context requires.

Income Tax” or “Income Taxes” means any federal, state, local, or foreign Tax measured by or imposed on net income, including withholding taxes, together with any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

Information” has the meaning set forth for such term in the Distribution Agreement.

IRS” means the United States Internal Revenue Service.

Joint Return” means any Tax Return for any Tax Year that includes Tax Items of both the Passive Safety Business and the Electronics Business determined without regard to Tax Items carried forward to such Tax Year.

Losses” means any and all damages, losses, deficiencies, liabilities, obligations, Taxes, penalties, judgments, settlements, claims, payments, fines, interest, costs, and expenses (including, without limitation, the fees and expenses of any and all actions and demands, assessments, judgments, settlements, and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’, and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), including direct and consequential damages.

Non-Income Tax” or “Non-Income Taxes” means all Taxes other than Income Taxes.

Non-Preparer” means, in the case of any Joint Return or Separate Return, the party that is not responsible for the preparation and filing of such Joint Return or Separate Return, as applicable, pursuant to Section 3.1(a) or 3.2.

Non-Preparer Party Item” has the meaning set forth in Section 7.2(b).

Payment Date” means (a) with respect to any U.S. federal income tax return, the due date for any required installment of estimated taxes determined under Code Section 6655, the due date (determined without regard to extensions) for filing the return determined under Code Section 6072, and the date the return is filed, and (b) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity or any governmental entity (or any department, agency or political subdivision thereof).

 

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Pre-Spin Billed Amount” has the meaning set forth in Section 4.2(c)(i).

Preparer” means, in the case of any Joint Return or Separate Return, the party that is responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.1(a) or 3.2.

Redetermination Event” has the meaning set forth in Section 4.3.

Repatriation Taxes” means any Income Taxes (other than Separation Taxes) imposed under Section 965.

Requesting Party” has the meaning set forth in Section 5.2.

Restructuring Taxes” means any Taxes (other than Separation Taxes) that are related to or arise in connection with the transfer, at or prior to the Effective Time, of assets and liabilities (a) related to the Electronics Business from members of Autoliv Group on one hand to members of Veoneer Group on the other hand; and (b) related to the Passive Safety Business from members of the Veoneer Group on one hand to members of Autoliv Group on the other hand.

Separate Return” means any Tax Return that (a) is required to be filed by or with respect to any member of either Group and (b) is not a Joint Return (including, for the avoidance of doubt, Tax Returns of foreign Subsidiaries of Autoliv or Veoneer which are not Joint Returns).

Separation Taxes” means any Taxes resulting from (a) the failure of any of the Internal Reorganization Transactions to qualify as a transaction described in Sections 355 and/or 368(a)(l)(D) of the Code, (b) the failure of the Contribution together with the Distribution to qualify as a transaction described in Sections 355 and 368(a)(l)(D) of the Code, (iii) the application of Section 355(d), Section 355(e), or Section 355(f) of the Code to the Distribution.

Separation Transactions” means the transactions described in Article II of the Master Transfer Agreement.

Stub Period” means the period beginning on June 29, 2018, and ending on December 31, 2018.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

Supplemental Tax Opinion” means, with respect to a specified action, an opinion (other than the Tax Opinion) from Tax Counsel to the effect that (a) such action should not preclude the Swedish Reorganization from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, (b) such action should not preclude the Swedish Distribution from qualifying as tax-free under Section 355 of the Code, (c) such action should not preclude the Japanese Reorganization from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, (d) such action should not preclude the Japanese Distribution from qualifying as tax-free under Section 355 of the Code, (e) such action should not preclude the US Reorganization from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, (f) such action will not preclude the Contribution and the 

 

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Distribution together from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, and (g) such action will not otherwise increase the amount of Tax imposed on the Separation Transactions. No opinion relied upon by Veoneer to satisfy the requirements of Section 8.3 shall be considered a “Supplemental Tax Opinion” unless such opinion is, in addition to the requirements above, an unqualified “will” opinion (in the case of the Distribution) or an unqualified “should” opinion (in the case of the Internal Reorganization Transactions) reasonably satisfactory to Autoliv, which opinion may rely upon, and may assume the accuracy of, any customary representations, reasonably satisfactory to Autoliv, contained in an officer’s certificate delivered by an officer of Autoliv or Veoneer to Tax Counsel.

Tax” or “Taxes” means all forms of taxation imposed by any governmental entity or political subdivision, agency, commission, or authority thereof, whenever created or imposed, and whether of the United States or foreign jurisdiction, and whether imposed by a local, municipal, state, national, federal, or other body, and without limiting the foregoing, shall include any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, medical device excise, other excise, severance, occupation, service, sales, use, license, lease, transfer, recording, import, export, value added, alternative minimum, estimated, or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), together with any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, or that is charged with the assessment, determination or collection of such Tax for such entity or subdivision.

Tax Benefit” means any credits, refunds, or other reduction of Taxes paid or currently payable as a result of a credit or offset or the Tax effect of any item of loss, deduction or credit or any other item (including increases in Tax basis).

Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of examining, determining or re-determining Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).

Tax Counsel” means (a) with respect to the Tax Opinion delivered to Autoliv with respect to the Distribution, Alston & Bird, LLP, (b) with respect to the Tax Opinion delivered to Autoliv with respect to the Internal Reorganization Transactions, Alston & Bird, LLP, or (c) with respect to a Supplemental Tax Opinion delivered to Autoliv or to Veoneer, a nationally recognized law firm or accounting firm reasonably acceptable to Autoliv to provide such Supplemental Tax Opinion.

Tax Item” means, with respect to any Tax, any item of income, gain, loss, deduction, credit, or other attribute that may have the effect of increasing or decreasing any Tax.

Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.

Tax Materials” means (a) the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion or a Supplemental Tax Opinion, and (b) any other materials delivered or deliverable by Autoliv, Veoneer, and others in connection with the rendering by Tax Counsel of the Tax Opinions or a Supplemental Tax Opinion.

 

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Tax Opinion” means the opinion to be delivered by Tax Counsel to Autoliv in connection with the Internal Reorganization Transactions to the effect that (a) the Internal Reorganization Transactions should qualify as reorganizations described under Sections 368(a)(1)(D) and 355 of the Code, and (b) the Contribution and the Distribution together should qualify as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code.

Tax Records” means Tax Return, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.

Tax Return” means any report of Taxes due (including estimated Taxes), any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, election, notice, or other document required to be filed (by paper, electronically, or otherwise) under any applicable Tax Law (whether or not a payment is required to be made in connection with such filing), including any attachments, exhibits, schedules, appendices, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

Tax Year” means with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law.

Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.

Veoneer Business” has the meaning set forth in the Master Transfer Agreement.

Veoneer Group” means (a) with respect to any Tax Year (or portion thereof) ending on or before the Distribution Date, Veoneer and each other Subsidiary of Autoliv that is a Subsidiary of Veoneer at the Effective Time; and (b) with respect to any Tax Year (or portion thereof) that begins after the Distribution Date, Veoneer and each Subsidiary of Veoneer (but only while such Subsidiary is a Subsidiary of Veoneer).

1.2 Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

 

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SECTION 2

Allocation of Tax Liabilities and Tax Benefits

2.1 Liability for and the Payment of Taxes. Except as provided in Section 3.1(b) (Provision of Information and Assistance), Section 3.2(c) (Provision of Information), and Section 7 (Tax Contests), and in accordance with Section 4, the parties’ liabilities for Taxes and payment obligations with respect to utilized Tax Benefits shall be as set forth in Sections 2.1(a) and 2.1(b) below.

(a) Autoliv Liabilities and Payments. For any Tax Year (or portion thereof):

(i) Autoliv shall be liable for the Taxes (determined without regard to Tax Benefits) allocated to Autoliv pursuant to Section 2.2(a) or Section 2.2(c) reduced by any Tax Benefits that Autoliv is permitted to utilize under the rules set forth in Section 2.1(c) that are allowable under applicable Tax Law.

(ii) Autoliv shall pay Veoneer for any Tax Benefits arising in any Tax Year, including as a result of a Tax Contest, that are allocated to Veoneer pursuant to Section 2.2(b) but that are utilized by Autoliv to reduce Taxes for which it is liable.

(b) Veoneer Liabilities and Payments. For any Tax Year (or portion thereof):

(i) Veoneer shall be liable for the Taxes (determined without regard to Tax Benefits) allocated to Veoneer pursuant to Section 2.2(a) or Section 2.2(c) reduced by any Tax Benefits that Veoneer is permitted to utilize under the rules set forth in Section 2.1(c) that are allowable under applicable Tax Law.

(ii) Veoneer shall pay Autoliv for any Tax Benefits arising in any Tax Year, including as a result of a Tax Contest, that are allocated to Autoliv pursuant to Section 2.2(b) but that are utilized by Veoneer to reduce Taxes for which it is liable.

(c) Rules for Utilization of Tax Benefits. For purpose of this Section 2, the parties’ rights to utilize Tax Benefits under Sections 2.1(a) and 2.1(b) shall be determined in accordance with the following rules:

(i) In general, the party to whom Tax Benefits are allocated pursuant to Section 2.2(b) shall be entitled to utilize such Tax Benefits to reduce Taxes for which such party is liable pursuant to Section 2.1(a)(i) or Section 2.1(b)(1).

(ii) Payment for Tax Benefits described in Section 2.1(a)(ii) shall be made only when and to the extent that the utilization of such Tax Benefit does not reduce the Tax Benefits otherwise utilizable by Autoliv or the Autoliv Group during the applicable Tax Year, and payment for Tax Benefits described in Section 2.1(b)(ii) shall be made only when and to the extent that the utilization of such Tax Benefit does not reduce the Tax Benefits otherwise utilizable by Veoneer or the Veoneer Group during the applicable Tax Year.

(d) Deemed Utilization of Tax Benefits. Notwithstanding anything else to the contrary in this Agreement, to the extent that any action taken after the Effective Time by any member of the Veoneer Group (other than the ordinary conduct of the Electronics Business consistent with past practice prior to the Distribution) directly causes any Tax Benefit that is allocated to Autoliv pursuant to Section 2.2(b) to be reduced, Veoneer shall be deemed to have utilized Tax Benefits allocated to Autoliv to reduce Taxes for which Veoneer is liable for the Stub Period and shall be required to make a payment to Autoliv pursuant to Section 2.1(c)(ii) with respect to such Tax Benefits. For the avoidance of doubt, any such payment shall not be subject to the limitation in the last sentence of Section 4.3.

 

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2.2 Allocation Rules. For purposes of Section 2.1:

(a) Taxes. Except as otherwise provided in this Section 2.2,

(i) Taxes, including any Repatriation Taxes, for any Tax Year ending on or before March 31, 2018, and Restructuring Taxes shall be allocated solely to Autoliv and the Autoliv Group;

(ii) Income Taxes for any Tax Year that includes but does not end on March 31, 2018, shall be allocated to

(A) Autoliv or the Autoliv Group to the extent attributable to (1) the taxable income of the Autoliv Group or the Veoneer Group earned prior to April 1, 2018, and (2) the separate taxable income (calculated in accordance with Treasury Regulations Section 1.1552-1(a)(1) and in accordance with past practices) attributable to or arising from the members of the Autoliv Group (including, for the avoidance of doubt, the members of the Autoliv Group that are treated as disregarded entities for U.S. federal income tax purposes) between April 1, 2018, and December 31, 2018; and

(B) Veoneer or the Veoneer Group to the extent attributable to the separate taxable income (calculated in accordance with Treasury Regulations Section 1.1552-1(a)(1) and in accordance with past practices) attributable to or arising from the members of the Veoneer Group (including, for the avoidance of doubt, the members of the Veoneer Group that are treated as disregarded entities for U.S. federal income tax purposes) between April 1, 2018, and December 31, 2018.

(iii) Non-Income Taxes for any Tax Year that includes but does not end on March 31, 2018, shall be allocated to

(A) Autoliv or the Autoliv Group to the extent attributable to (1) the portion of the year starting on January 1, 2018, and ending on March 31, 2018, and (2) the assets of the Passive Safety Business that contribute to such Non-Income Taxes for the portion of the year starting on April 1, 2018, and ending on December 31, 2018; and

(B) Veoneer or the Veoneer Group to the extent attributable to the assets of the Electronics Business that contribute to such Non-Income Taxes for the portion of the year starting on April 1, 2018, and ending on December 31, 2018.

In the event that any Non-Income Tax is not attributable to any items of the Electronics Business or the Passive Safety Business (e.g., capital taxes imposed based on the authorized stock), such Non-Income Taxes shall be allocated to Autoliv or the Autoliv Group.

 

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(iv) Special Rule. For purposes of applying this Section 2.2, any Taxes imposed on payments from a member of one Group to a member of the other Group shall be treated as attributable entirely to the payee, except that Taxes in the nature of sales, value added, or other transaction-based Taxes shall be treated as attributable entirely to the payer.

(b) Tax Benefits shall be allocated between Veoneer and Autoliv under the same rules that apply to Taxes; provided, however, that any Tax Benefit related to or arising in connection with Autoliv Electronics SAS, a French simplified joint-stock company leaving the French consolidated group shall be

dealt with exclusively under the terms of that certain Tax Consolidation Exit Agreement executed as of April 1, 2018.

(c) Separation Taxes. Separation Taxes will be allocated as follows:

(i) Separation Taxes Allocable to Autoliv. Separation Taxes shall be allocated to Autoliv to the extent that such Separation Taxes result primarily from one or more of the following:

(A) from an action or failure to act by the Autoliv Group that causes Section 355(e) of the Code to apply to either the Internal Reorganization Transactions or the Distribution or that causes Section 355(f) of the Code to apply to the Internal Reorganization Transactions; or

(B) taking any of the actions prohibited in (or failing to take any of the actions required by) Section 8.1 or 8.2.

(ii) Separation Taxes Allocable to Veoneer. Separation Taxes shall be allocated to Veoneer to the extent that such Separation Taxes result primarily from Veoneer’s taking any of the actions prohibited in (or failing to take any of the actions required by) Section 8.1, 8.2, or 8.3.

(iii) Joint Responsibility for Separation Taxes. Any Separation Taxes not allocated under Section 2.2(c)(i) or Section 2.2(c)(ii) shall be allocated 80% to Autoliv and 20% to Veoneer.

SECTION 3

Preparation and Filing of Tax Returns

3.1 Joint Returns.

(a) Preparation of Joint Returns. In general, Autoliv shall be responsible for preparing and timely filing all Joint Returns. Notwithstanding the previous sentence, with respect to tax years ending on or before December 31, 2018, (i) Autoliv shall be responsible for (A) preparing all IRS Forms 5471 required to be filed with respect to any foreign Subsidiaries of Autoliv and (B) timely filing all IRS Forms 5471 required to be filed with respect to any foreign Subsidiaries of Autoliv (other than foreign Subsidiaries of Veoneer) and (ii) Veoneer shall be responsible for timely filing all IRS Forms 5471 required to be filed with respect to any foreign Subsidiaries of Veoneer.

 

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(b) Provision of Information and Assistance.

(i) Information with Respect to Joint Returns. The Non-Preparer shall provide the Preparer with all information in its possession necessary for the Preparer to properly and timely file all Joint Returns for which such Preparer is responsible pursuant to Section 3.1(a). The Non-Preparer shall provide such information no later than 30 days prior to the extended due date of such Joint Return. If the Non-Preparer fails to provide such information within the time period provided in this Section 3.1(b)(i) and in the form reasonably requested by the Preparer to permit the timely filing of any Joint Return for which the Preparer is responsible pursuant to Section 3.1(a), then notwithstanding any other provision of this Agreement, the Non-Preparer shall be liable for, and shall indemnify and hold harmless each member of the Preparer’s Group from and against, any penalties, interest, or other payment obligation assessed against any member of either Group by reason of a failure to file such return by its due date (including applicable extensions). If the Non-Preparer provides information within the time period provided in this Section 3.1(b)(i) in the form reasonably requested by the Preparer to permit the timely filing of a Joint Return for which such Preparer is responsible pursuant to Section 3.1(a) or if the Preparer does not request any such information, then notwithstanding any other provision of this Agreement, the Preparer shall be liable for, and shall indemnify and hold harmless each member of the Non-Preparer’s Group from and against, any penalties, interest, or other payments assessed against any member of either Group by reason of a failure to file such return by its due date (including applicable extensions).

(ii) Information with Respect to Estimated Payments and Extension Payments. The Non-Preparer shall provide the Preparer with all information relating to members of the Non-Preparer’s Group that the Preparer needs to determine the amount of Taxes due on any Payment Date with respect to a Joint Return for which such Preparer is responsible pursuant to Section 3.1(a). The Non-Preparer shall provide such information no later than 30 days before such Payment Date. In the event that the Non-Preparer fails to provide information within the time period provided in this Section 3.1(b)(ii) in the form reasonably requested by the Preparer to permit the timely payment of such Taxes, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of either Group by reason of a failure to pay such Taxes by the Payment Date.

(iii) Assistance. At the request of the Preparer, the Non-Preparer shall take (at its own cost and expense) and shall cause the members of the Non-Preparer’s Group to take (at their own cost and expense), any reasonable action (e.g., filing a ruling request with the relevant Tax Authority or executing a power of attorney) that is reasonably necessary for the Preparer or any other member of the Preparer’s Group to prepare, file, amend, or take any other action with respect to a Joint Return for which the Preparer is responsible pursuant to Section 3.1(a). In the event that the Non-Preparer fails to take, or cause to be taken, any such requested action, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of either Group by reason of a failure to take any such requested action.

(iv) Information with Respect to Liability for Taxes. At the reasonable request of either Party, the Parties shall provide whatever documentation, schedules, workpapers, Tax Returns, etc. as may be reasonably required to substantiate a claim made by one Party against the other Party for Taxes or Tax Benefits pursuant to Section 2.1.

 

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3.2 Separate Returns.

(a) Tax Returns to be Prepared by Autoliv. Autoliv shall be responsible for preparing and timely filing all Separate Returns that include Tax Items of the Passive Safety Business (other than Separate Returns described in Section 3.2(b)) determined without regard to Tax Items carried forward to such Tax Year.

(b) Tax Returns to be Prepared by Veoneer. Veoneer shall be responsible for preparing and timely filing (i) any Separate Returns that are required to be filed with respect to any of its Subsidiaries prior to the Distribution, and (ii) all Separate Returns that include Tax Items of the Electronics Business determined without regard to Tax Items carried forward to such Tax Year.

(c) Provision of Information. Autoliv shall provide to Veoneer, and Veoneer shall provide to Autoliv, any information about members of the Autoliv Group or the Veoneer Group, respectively, that the party receiving such information reasonably needs to properly and timely file all Separate Returns pursuant to Section 3.2(a) or (b). Such information shall be provided within the time prescribed by Section 3.1(b) for the provision of information for Joint Returns. In the event that Autoliv or Veoneer fails to provide information within the time period provided in Section 3.1(b) and in the form reasonably requested by the other party to permit the timely filing of a Separate Return, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of the Autoliv Group or the Veoneer Group by reason of a failure to file any such return by its due date (including applicable extensions).

3.3 Special Rules Relating to the Preparation of Tax Returns.

(a) General Rule. Except as otherwise provided in this Agreement, the Preparer shall have the exclusive right, in its reasonable discretion, with respect to such Tax Return to determine (i) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions, and principles of taxation to be used and the manner in which any Tax Item shall be reported, (ii) whether any extensions may be requested, (iii) whether an amended Tax Return shall be filed, (iv) whether any claims for refund shall be made, (v) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (vi) whether to retain outside firms to prepare or review such Tax Return. Notwithstanding the preceding sentence, if the Veoneer Group pays any Tax to a Tax Authority other than the IRS that may be claimed as a foreign Tax credit for U.S. federal income tax purposes in a Tax Return for which Autoliv is the party responsible for filing (or causing to be filed), Autoliv shall amend such Tax Returns and file such claims for credit or refund that Veoneer may reasonably request. In addition, the Preparer shall provide to the Non-Preparer for Non-Preparer’s review and comment pro forma Tax Returns reflecting the Non-Preparer’s share of Tax Items to be reflected on a Joint Return twenty (20) days prior to the due date of such Joint Return.

(b) Veoneer Tax Returns. With respect to any Separate Return for which Veoneer is responsible pursuant to Section 3.2(b):

(i) Veoneer may not take, and shall cause the members of the Veoneer Group not to take (including, without limitation, any such members formed after the date hereof in anticipation of the Distribution), any positions that it knows, or reasonably should know, would be inconsistent with past practices or positions taken by any member of the Autoliv Group; and

 

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(ii) Veoneer and other members of the Veoneer Group must (A) allocate Tax Items between such Separate Return for which Veoneer is responsible pursuant to Section 3.2(b) and any related Joint Return for which Autoliv is responsible pursuant to Section 3.1(a) that is filed with respect to the same Tax Year (or with respect to a Tax Year that includes the Tax Year for such Separate Return) in a manner that is consistent with the reporting of such Tax Items on the related Joint Return for which Autoliv is responsible pursuant to Section 3.1(a), and (B) make any applicable elections required under applicable Tax Law (including, without limitation, under Treasury Regulations Section 1.1502-76(b)(2)) necessary to effect such allocation.

(c) Election to File Consolidated, Combined, or Unitary Tax Returns. Autoliv shall have the reasonable discretion of filing any Tax Return on a consolidated, combined, or unitary basis, if such Tax Return would include at least one member of each Group and the filing of such Tax Return is elective under the relevant Tax Law.

(d) Carrybacks of Tax Benefits. Veoneer shall not carry back and utilize as a Tax Benefit in a Tax Year that begins on or before the Distribution Date any Tax Item arising in a Tax Year that begins after the Distribution Date, provided, that, if the carryback of such Tax Item is material and is required by applicable Tax Law (for example, pursuant to Section 904(c) of the Code), and if Autoliv would be the Preparer of any Tax Return (or Tax Returns) amended to include the carried-back Tax Item, Autoliv shall amend such Tax Return (or Tax Returns) and file such claims for credit or refund that Veoneer may reasonably request. Veoneer shall reimburse Autoliv for reasonable outside advisor fees incurred in connection with amending such Tax Return (or Tax Returns). With respect to any foreign Taxes claimed on any such amended Tax Return, Autoliv shall only elect the benefits of the foreign Tax credit under Section 901 of the Code and shall not elect to deduct such foreign Taxes.

(e) Withholding and Reporting. With respect to stock of Autoliv delivered to any Person, Autoliv and Veoneer shall cooperate (and shall cause their Affiliates to cooperate) so as to permit Autoliv to discharge any applicable Tax withholding and Tax reporting obligations, including the appointment of Veoneer or one or more of its Affiliates as the withholding and reporting agent if Autoliv or one or more of its Affiliates is not otherwise required or permitted to withhold and report under applicable Tax Law.

(f) Standard of Performance. Each party shall act reasonably and in good faith in preparing the Tax Returns for which it is responsible pursuant to this Section 3.

(g) IRS Forms 8858. In each case, the party responsible under applicable law for filing (or causing to be filed) IRS Form 8858 shall prepare and timely file such forms.

3.4 Reliance on Exchanged Information. If a member of the Veoneer Group supplies information to a member of the Autoliv Group or a member of the Autoliv Group supplies information to a member of the Veoneer Group and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy and completeness of the information so supplied.

3.5 Allocation of Tax Items. Autoliv shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among Autoliv, each other Autoliv Group member, Veoneer, and each other Veoneer Group member. Autoliv and Veoneer hereby agree that in the absence of controlling legal authority each such Tax Item shall be allocated as provided in Section 2.2. Autoliv shall provide reasonably timely updates of the allocation of Tax Items, as it finalizes its Tax Returns and as adjustments, if any, are subsequently made to such Tax Returns.

 

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SECTION 4

Tax Payments

4.1 Payment of Taxes to Tax Authority. Autoliv shall be responsible for remitting to the proper Tax Authority all Tax shown (including Taxes for which Veoneer is wholly or partially liable pursuant to Section 2) on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1(a) or Section 3.2(a), and Veoneer shall be responsible for remitting to the proper Tax Authority all Tax shown (including Taxes for which Autoliv is wholly or partially liable pursuant to Section 2) on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.2(b).

4.2 Indemnification Payments.

(a) Tax Payments Made by the Autoliv Group. If any member of the Autoliv Group remits a payment to a Tax Authority for Taxes for which Veoneer is wholly or partially liable under this Agreement, Veoneer shall remit the amount for which it is liable pursuant to Section 2 to Autoliv within 30 days after receiving notification requesting such amount.

(b) Tax Payments Made by the Veoneer Group. If any member of the Veoneer Group remits a payment to a Tax Authority for Taxes for which Autoliv is wholly or partially liable under this Agreement, Autoliv shall remit the amount for which it is liable pursuant to Section 2 to Veoneer within 30 days after receiving notification requesting such amount.

(c) Credit for Prior Deemed Payments.

(i) For purposes of Section 4.2(a), the portion of any Taxes paid by Autoliv to a Tax Authority for which Veoneer is liable will be determined by assuming that Veoneer has previously paid in the aggregate any amounts that the members of the Veoneer Group paid to Autoliv prior to the Effective Time (adjusted, as appropriate and without duplication, for any additional payments made prior to the Effective Time with respect to any such Taxes as a result of any audit or Tax Contest that was finally concluded prior to the Effective Time with respect to any such Taxes) based on Autoliv’s calculation prior to the External Distribution of the portion of such Taxes that was allocable to members of the Veoneer Group (as so adjusted with respect to any such Taxes, such payments the “Pre-Spin Billed Amount”). For the avoidance of doubt, in the event that, after the application of the preceding sentence, Veoneer is required to make a payment to Autoliv under Section 4.2(a) with respect to Taxes relating to Tax Years or portions thereof ending on or prior to the Distribution Date (including, without limitation, as a result of the conclusion after the Distribution Date of a Tax Contest with respect to a Tax for which there was a Pre-Spin Billed Amount or as a result of a difference between Veoneer’s allocable share of the amount actually shown on the 2014 Joint Federal Return and the Pre-Spin Billed Amount with respect to the Taxes reported on the 2014 Joint Federal Return), no payment shall be made to account for any errors that were previously made in the calculation of the Pre-Spin Billed Amount. Autoliv’s obligation under this Agreement to provide information relating to the calculation of any Pre-Spin Billed Amount will be governed by Section 3.1(b)(iv).

(ii) For purposes of Section 4.2(d)(i), the payments that Autoliv is required to make to Veoneer pursuant to Section 2.1(b)(ii) will be determined by assuming that Autoliv has previously paid Veoneer for any Tax Benefit to the extent that such Tax Benefit was previously taken into account by Autoliv for purposes of calculating a Pre-Spin Billed Amount.

 

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(d) Payments for Tax Benefits.

(i) If a member of the Autoliv Group utilizes a Tax Benefit for which Veoneer is entitled to payment pursuant to clause (ii) of Section 2.1(b), Autoliv shall pay to Veoneer, within 15 business days following the utilization of such Tax Benefit, an amount equal to such Tax Benefit.

(ii) If a member of the Veoneer Group utilizes a Tax Benefit for which Autoliv is entitled to payment pursuant to clause (ii) of Section 2.1(a), Veoneer shall pay to Autoliv, within 15 business days following the utilization of such Tax Benefit, an amount equal to such Tax Benefit.

(iii) For purposes of this Agreement, a Tax Benefit will be considered utilized (A) in the case of a Tax Benefit that generates a Tax refund, at the time such Tax refund is received, and (B) in all other cases, at the time the Tax Return is filed with respect to such Tax Benefit or, if no Tax Return is filed, at the time the Tax would have been due in the absence of such Tax Benefit. The amount of such Tax Benefit will be the amount by which Taxes are actually reduced by such Tax Benefit (determined in accordance with the provisions of Section 2.1(c)).

(e) Withholding Taxes. If any member of the Veoneer Group determines that it is required under applicable Tax Law to withhold Taxes that are allocated to Autoliv under Section 2.2 in respect of any payment directly or indirectly made by such member of the Veoneer Group to a member of the Autoliv Group, Autoliv shall be deemed to have made payment of such Taxes to Veoneer for purposes of Section 4.2(b) to the extent of such withholdings. If any member of the Autoliv Group determines that it is required under applicable Tax Law to withhold Taxes that are allocated to Veoneer under Section 2.2 in respect of any payment directly or indirectly made by such member of the Autoliv Group to a member of the Veoneer Group, Veoneer shall be deemed to have made payment of such Taxes to Autoliv for purposes of Section 4.2(a) to the extent of such withholdings. For the avoidance of doubt, this Section 4.2(e) shall apply to any withholding taxes imposed on the Cash Distribution.

4.3 Initial Determinations and Subsequent Adjustments. The initial determination of the amount of any payment that one party is required to make to another under this Agreement shall be made on the basis of the Tax Return as filed, or, if the Tax to which the payment relates is not reported in a Tax Return, on the basis of the amount of Tax initially paid to the Tax Authority. The amounts paid under this Agreement will be re-determined, and additional payments relating to such redetermination will be made (subject to the last sentence of this Section 4.3), as appropriate, if as a result of an audit by a Tax Authority, an amended Tax Return, or for any other reason (a) additional Taxes to which such redetermination relates are subsequently paid, (b) a refund of such Taxes is received, (c) the party utilizing a Tax Benefit changes, or (d) the amount or character of any Tax Item is adjusted or re-determined. Each payment required by the immediately preceding sentence (a) as a result of a payment of additional Taxes will be due 30 days after the date on which the additional Taxes were paid or, if later, 15 days after the date of a request from the other party for the payment, (b) as a result of the receipt of a refund will be due 30 days after the refund was received, (c) as a result of a change in utilization of a Tax Benefit will be due 30 days after the date on which the final action resulting in such change is taken by a Tax Authority or either party or any of their Subsidiaries, or (d) as a result of an adjustment or redetermination of the amount or character of a Tax Item will be due thirty days after the date on which the final action resulting in such adjustment or redetermination is taken by a Tax Authority or either party 

 

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or any of their Subsidiaries. If a payment is made as a result of an audit by a Tax Authority that does not conclude the matter, further adjusting payments will be made, as appropriate, to reflect the outcome of subsequent administrative or judicial proceedings. Notwithstanding anything else to the contrary in this Agreement, in any case in which amounts are re-determined pursuant to a particular event described in the second sentence of this Section 4.3 (a “Redetermination Event”), the parties will be obligated to make additional payments otherwise owed under this Section 4.3 only if the amount of additional payment resulting from such Redetermination Event exceeds $50,000.

4.4 Interest on Late Payments. Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, within fifteen days after demand for payment is made (the “Due Date”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at a per annum rate equal to the short-term applicable federal rate pursuant to Section 1274 of the Internal Code. Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

4.5 Payments by or to Other Group Members. When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment that is required to be made by or to Autoliv or Veoneer may be made by or to another member of the Autoliv Group or the Veoneer Group, as appropriate, but nothing in this Section 4.5 shall relieve Autoliv or Veoneer of its obligations under this Agreement.

4.6 Procedural Matters. Any written notice delivered to the indemnifying party in accordance with Section 9.5 shall show the amount due and owing together with a schedule calculating in reasonable detail such amount (and shall include any relevant Tax Return, statement, bill, or invoice related to such Taxes, costs, expenses, or other amounts due and owing). All payments required to be made by one party to the other party pursuant to this Section 4 shall be made by electronic, same day wire transfer. Payments shall be deemed made when received. If the indemnifying party fails to make a payment to the indemnified party within the time period set forth in this Section 4, the indemnifying party shall pay to the indemnified party, in addition to interest that accrues pursuant to Section 4.4, any costs or expenses, including any breakage costs, incurred by the indemnified party to secure such payment or to satisfy the indemnifying party’s portion of the obligation giving rise to the indemnification payment.

4.7 Tax Consequences of Payments. For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution. Under no circumstances shall any payment (or portion thereof) made pursuant to this Agreement be grossed up to take into account any additional Taxes that may be owed by the recipient (or any of the members of its Group) as a result of such payment. In the event that a Tax Authority asserts that Autoliv’s or Veoneer’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Section 4.7, Autoliv or Veoneer, as appropriate, shall use its reasonable best efforts to contest such assertion if the parties reasonably believe that the treatment described in this Section 4.7 is permitted by applicable Tax Law.

SECTION 5

Assistance and Cooperation

5.1 Cooperation. In addition to the obligations enumerated in Sections 3.1(b) and 3.2(c), Autoliv and Veoneer will cooperate (and cause their respective Subsidiaries to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters, including provision of relevant documents and information in their possession and making 

 

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available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the parties or their Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

5.2 Supplemental Tax Opinions. Each of the parties agrees that at the reasonable request of the other party (the “Requesting Party”), such party shall cooperate and use reasonable efforts to (and shall cause its Subsidiaries to cooperate and use reasonable efforts to) assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Tax Opinion from Tax Counsel. Within 30 days after receiving an invoice from the other party, the Requesting Party shall reimburse such party for all reasonable costs and expenses incurred by such party and the members of its Group in connection with assisting the Requesting Party in obtaining any Supplemental Tax Opinion.

SECTION 6

Tax Records

6.1 Retention of Tax Records. Each of Autoliv and Veoneer shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession and that could affect the liability of any member of the other Group for Taxes for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law but in any event until the later of (a) the expiration of any applicable statutes of limitation as extended, and (b) seven years after the Distribution Date.

6.2 Access to Tax Records. Veoneer shall make available, and cause its Subsidiaries to make available, to members of the Autoliv Group for inspection and copying (a) all Tax Records in its possession that relate to Tax Years that begin on or before the Distribution Date, and (b) the portion of any Tax Record in their possession that relates to Tax Years that begin after the Distribution Date and that is reasonably necessary for the preparation of a Joint Return or Separate Return by a member of the Autoliv Group or with respect to an audit or litigation by a Tax Authority of such return. Autoliv shall make available, and cause its Subsidiaries to make available, to members of the Veoneer Group for inspection and copying (a) that portion of any Tax Record in its possession (redacted to reflect only the information relating to the members of the Veoneer Group) that relates to Tax Years that begin on or before the Distribution Date and that is reasonably necessary for the preparation of a Separate Return by a member of the Veoneer Group or with respect to an audit or litigation by a Tax Authority of such return, and (b) workpapers or other documentation relating to the calculation of the Taxes and Tax Benefits that have been allocated to Veoneer pursuant to this Agreement.

SECTION 7

Tax Contests

7.1 Notices. Each party shall provide prompt notice to the other party of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to (a) Taxes for which it is or may be indemnified by the other party hereunder, (b) the qualification of any of the Internal Reorganization Transactions as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code, or (c) the qualification of the Contribution and the Distribution together as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If (a) an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder, (b) such party fails to give the 

 

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indemnifying party prompt notice of such asserted Tax liability, and (c) the indemnifying party has the right, pursuant to Section 7.2(a), to control the Tax Contest relating to such Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax liability and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability, but such failure to give prompt notice results in a monetary detriment to the indemnifying party, then any amount that the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment.

7.2 Control of Tax Contests.

(a) General Rule. Except as provided in the following sentence or in Section 7.2(b), each party (or the appropriate member of their Group) shall have full responsibility, control, and discretion in handling, settling, or contesting any Tax Contest involving a Tax reported on a Tax Return for which it is responsible for preparing (or causing to be prepared) pursuant to Section 3 of this Agreement. Notwithstanding the previous sentence, Veoneer may not take, and shall cause the members of the Veoneer Group not to take (including, without limitation, any such members formed after the date hereof), any position in a Tax Contest that it knows, or reasonably should know, would have a material adverse effect on any member of the Autoliv Group.

(b) Non-Preparer Participation Rights. With respect to a Tax Contest of any Tax Return that involves a Tax Item for which the Non-Preparer may be liable (in the case of Tax Items that increase Tax liability) or that is allocated to the Non-Preparer (in the case of Tax Benefits) under this Agreement (a “Non-Preparer Party Item”), (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, to the extent it relates to a Non-Preparer Party Item; (ii) the Preparer shall keep the Non-Preparer reasonably informed and consult in good faith with the Non-Preparer and its Tax advisors with respect to any issue relating to a Non-Preparer Party Item; (iii) the Preparer shall provide the Non-Preparer with copies of all correspondence, notices, and other written materials received from any Tax Authority and shall otherwise keep the Non-Preparer and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax Authority to the extent related to a Non-Preparer Party Item; (iv) the Non-Preparer may request that the Preparer take a position in respect of a Non-Preparer Party Item, and the Preparer shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code), (B) the adoption of such position could not reasonably be expected to increase the Taxes or reduce the Tax Benefits allocated to the Preparer pursuant to Section 2 (unless the Non-Preparer agrees to indemnify and hold harmless the Preparer from such increase in Taxes or reduction in Tax Benefits), and (C) the Non-Preparer agrees to reimburse the Preparer for any reasonable third-party costs that are attributable to the Non-Preparer’s request; (v) the Preparer shall provide the Non-Preparer with a copy of any written submission to be sent to a Tax Authority to the extent related to a Non-Preparer Party Item prior to the submission thereof and shall give good faith consideration to any comments or suggested revisions that the Non-Preparer or its Tax advisors may have with respect thereto; and (vi) there will be no settlement, resolution, or closing or other agreement with respect to the Non-Preparer Party Item without the consent of the Non-Preparer, which consent shall not be unreasonably withheld.

7.3 Cooperation. The Non-Preparer shall provide a party controlling any Tax Contest pursuant to Section 7.2(a) with all information relating to the Non-Preparer’s group that the party controlling the Tax Contest needs to handle, settle, or contest the Tax Contest. At the request of a party controlling any Tax Contest pursuant to Section 7.2(a), the other party shall take any action (e.g., executing a power of attorney) that is reasonably necessary for the party controlling the Tax Contest to handle, settle, or contest the Tax Contest. Veoneer shall assist Autoliv, and Autoliv shall assist Veoneer, 

 

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in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The indemnifying party shall reimburse the indemnified party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 7.3. The party controlling the Tax Contest shall have no obligation to indemnify the indemnified party for any additional Taxes resulting from the Tax Contest if the indemnified party fails to cooperate in accordance with this Section 7.3.

SECTION 8

Restriction on Certain Actions of Autoliv and Veoneer

8.1 General Restrictions. Following the Effective Time, Autoliv and Veoneer shall not, and shall cause the members of their respective Groups not to, take any action that, or fail to take any action the failure of which, (a) would be inconsistent with any of the Internal Reorganization Transactions qualifying, or preclude any of the Internal Reorganization Transactions from qualifying, as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code; (b) would be inconsistent with the Contributions and the Distribution together qualifying, or preclude the Contributions and the Distribution together from qualifying, as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code; (c) would result in the recognition of gain under either Section 355(d), Section 355(e), or Section 355(f) of the Code; or (d) reasonably could be expected to increase the amount of Tax imposed on any other part of the Separation Transactions.

8.2 Restricted Actions Relating to Tax Materials. Without limiting the other provisions of this Section 8, following the Effective Time, Autoliv and Veoneer shall not, and shall cause the members of their Groups not to, take any action that, or fail to take any action the failure of which, would be reasonably likely to be inconsistent with, or cause any Person to be in breach of, any representation, covenant, or any material statement made in the Tax Materials.

8.3 Certain Veoneer Actions Following the Effective Time. Without limiting the other provisions of this Section 8, during the two-year period following the Distribution Date, Veoneer shall not take (and shall cause the members of the Veoneer Group to not take) or negotiate or enter into a binding agreement to take (and shall cause the members of the Veoneer Group to not negotiate or enter into a binding agreement to take) any of the following actions: (a) liquidate, sell, or transfer (i) 50% or more of the assets that constitute the Electronics Business as of the Effective Time to any Person other than Veoneer or an entity that is and will be wholly-owned, directly or indirectly, by Veoneer, or (ii) 50% or more of the assets that constitute the business of either Veoneer Holding or Veoneer Japan as of the Effective Time to any Person other than to Veoneer Holding or Veoneer Japan, respectively, or an entity which is and will be wholly-owned, directly or indirectly, by Veoneer Holding or Veoneer Japan, respectively; (b) transfer in a transaction described in subparagraphs (A), (C), (D), or (G) of Section 368(a)(1) (i) any assets of Veoneer or any Veoneer Affiliate to another entity (other than to Veoneer or an entity that is and will be wholly-owned, directly or indirectly, by Veoneer), or (ii) any assets of either Veoneer Holding or Veoneer Japan or any Affiliate of either Veoneer Holding or Veoneer Japan to another entity (other than to Veoneer Holding or Veoneer Japan, respectively, or an entity that is and will be wholly-owned, directly or indirectly, by Veoneer Holding or Veoneer Japan, respectively); (c) issue stock of Veoneer or any Veoneer Affiliate (or any instrument that is convertible or exchangeable into any such stock), other than an issuance to which Treasury Regulations Section 1.355-7(d)(8) or (9) applies, equal to or exceeding 20% by vote or value of the stock of Veoneer or of such Veoneer Affiliate that was issued and outstanding immediately following the Effective Time; (d) facilitate or otherwise participate in any acquisition (or deemed acquisition) of stock of Veoneer, Veoneer Holding, or Veoneer Japan that would result in any shareholder owning (or being deemed to own after applying the rules of Sections 355(e)(4)(C) and 355(e)(3)(B) of the Code) 40% or more by vote or value of the outstanding stock of Veoneer, Veoneer Holding, or Veoneer Japan; (e) redeem or otherwise repurchase any stock of Veoneer 

 

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other than pursuant to open market stock repurchase programs meeting the requirements of Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696; or (f) terminate the active conduct by the Veoneer Group of the Electronics Business; in each case, without first obtaining and delivering to Autoliv at Veoneer’s own expense a Supplemental Tax Opinion with respect to such action, in such form and on such terms as Autoliv may reasonably direct.

SECTION 9

General Provisions

9.1 Limitation of Liability. IN NO EVENT SHALL ANY MEMBER OF THE AUTOLIV GROUP OR THE VEONEER GROUP OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES BE LIABLE TO ANY OTHER MEMBER OF THE AUTOLIV GROUP OR THE VEONEER GROUP FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECUALTIVE OR SIMILAR DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Entire Agreement. This Agreement, the Distribution Agreement and the Ancillary Agreements constitute the entire agreement between Autoliv and Veoneer with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. In the event of a conflict between this Agreement, the Distribution Agreement or any Ancillary Agreement with respect to such matters, this Agreement shall govern and control.

9.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies

9.4 Termination.

(a) This Agreement may be terminated at any time prior to the Distribution Date by and in the sole discretion of Autoliv without the approval of Veoneer. In the event of termination pursuant to this Section 9.4, neither party shall have any liability of any kind to the other party.

(b) This Agreement shall otherwise terminate at such time as all obligations and liabilities of the parties hereto have been satisfied. The obligations and liabilities of the parties arising under this Agreement shall continue in full force and effect until all such obligations have been satisfied and such liabilities have been paid in full, whether by expiration of time, operation of law, or otherwise.

9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.5):

If to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

 

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If to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Any party may, by notice to the other party, change the address and contact person to which any such notices are to be given.

9.6 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to each other party.

9.7 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no party hereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in connection with a merger or consolidation or the sale of all or substantially all the assets of a party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other party. Nothing herein is intended to, or shall be construed to, prohibit either party or any member of its Group from being party to or undertaking a change of control.

9.8 No Third Party Beneficiaries. This Agreement is solely for the benefit of Autoliv, Veoneer, and their Subsidiaries and is not intended to confer upon any other Person any rights or remedies hereunder.

9.9 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9.10 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, or agreement herein, and any single or partial exercise of any such right shall not preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. Any consent provided under this Agreement must be in writing and signed by the party against whom enforcement of such consent is sought.

9.11 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the other party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

 

20


9.12 Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement by it has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement to be executed and delivered on or prior to the Distribution Date, and (d) this Agreement creates legal, valid, and binding obligations, enforceable against it in accordance with its respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and general equity principles.

9.13 Construction. This Agreement shall be construed as if jointly drafted by Veoneer and Autoliv, and no rule of construction or strict interpretation shall be applied against either party. The parties represent that this Agreement is entered into with full consideration of any and all rights that the parties

may have. The parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The parties have received independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The parties are not relying upon any representations or statements made by any other party, or such other party’s employees, agents, representatives, or attorneys, regarding this Agreement, except to the extent such representations are expressly incorporated in this Agreement. The parties are not relying upon a legal duty, if one exists, on the part of any other party (or such other party’s employees, agents, representatives, or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no party shall ever assert any failure to disclose information on the part of the other party as a ground for challenging this Agreement.

9.14 Interpretation. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.

9.15 Predecessors or Successors. Any reference to Autoliv, Veoneer, a Person, or a Subsidiary in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3) of Autoliv, Veoneer, such Person, or such Subsidiary, respectively.

9.16 Change in Law. Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.

9.17 Disputes. The procedures for discussion, negotiation, and arbitration set forth in Article IV of the Distribution Agreement shall apply to all disputes, controversies, or claims (whether sounding in contract, tort, or otherwise) that may rise out of, relate to, or arise under or in connection with this Agreement.

9.18 Conflict. Notwithstanding anything else to the contrary in the Distribution Agreement, except to the extent expressly provided in this Agreement, the parties shall have no obligation to each other (or to any of each other’s Affiliates) with respect to the transfer, delivery, sharing, disclosure, provision, preparation, or maintenance of (a) any books and records primarily relating to Taxes, (b) any Information primarily relating to Taxes, or (c) any Tax Records.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

 

AUTOLIV, INC.
By:  

/s/ Lars Sjöbring

Name:   Lars Sjöbring
Its:   Group Vice President, Legal Affairs, General Counsel and Secretary
VEONEER, INC.
By:  

/s/ Mathias Hermansson

Name:   Mathias Hermansson
Its:   Chief Financial Officer and Executive Vice President, Financial Affairs
EX-10.3 7 d835049dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

MASTER TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF JUNE 28, 2018


TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS      1  
ARTICLE II SERVICES, DURATION AND CONTRACT MANAGEMENT      3  

Section 2.1 Services

     3  

Section 2.2 Duration of Services

     3  

Section 2.3 Additional Services and Service Adjustments

     3  

Section 2.4 New Services

     4  

Section 2.5 Services Not Included

     5  

Section 2.6 Contract Management

     5  

Section 2.7 Personnel

     5  

Section 2.8 Non-Exclusivity

     6  
ARTICLE III ADDITIONAL ARRANGEMENTS      6  

Section 3.1 Computer-Based and Other Resources

     6  

Section 3.2 Access Rights

     7  

Section 3.3 Cooperation

     7  

Section 3.4 Software License Terms

     8  

Section 3.5 Cybersecurity Services Standards and Policies

     9  

Section 3.6 Shared Applications

     9  

Section 3.7 Cooperation Regarding Routine Requests for Information and Certain Services

     9  
ARTICLE IV SERVICE FEES; TAXES      10  

Section 4.1 Costs and Disbursements

     10  

Section 4.2 Tax Matters

     11  

Section 4.3 No Right to Set-Off

     12  

ARTICLE V STANDARD FOR SERVICE

     12  

Section 5.1 Standard for Service

     12  

Section 5.2 Disclaimer of Warranties

     13  

Section 5.3 Compliance with Laws and Regulations

     13  

Section 5.4 Confidentiality

     13  
ARTICLE VI LIABILITY LIMITATIONS AND INDEMNIFICATION      13  

Section 6.1 Consequential and Other Damages

     13  

Section 6.2 Limitation of Liability

     13  

Section 6.3 Obligation to Re-perform; Liabilities

     14  

Section 6.4 Autoliv Indemnity

     14  

Section 6.5 Veoneer Indemnity

     15  

Section 6.6 Indemnification Matters

     15  

Section 6.7 Liability for Payment Obligations

     15  

Section 6.8 Exclusion of Other Remedies

     15  

Section 6.9 Other Indemnification Obligations Unaffected

     15  
ARTICLE VII TERM AND TERMINATION      16  

Section 7.1 Term and Termination

     16  


Section 7.2 Effect of Termination

     17  
ARTICLE VIII DISPUTE RESOLUTION      17  

Section 8.1 Negotiations between Parties’ Designated Representatives

     17  

Section 8.2 Dispute Resolution

     17  
ARTICLE IX GENERAL PROVISIONS      17  

Section 9.1 No Agency

     17  

Section 9.2 Further Assurances

     17  

Section 9.3 Audit Assistance

     18  

Section 9.4 Notices

     18  

Section 9.5 Severability

     18  

Section 9.6 Entire Agreement

     18  

Section 9.7 Governing Law

     19  

Section 9.8 Facsimile Signatures

     19  

Section 9.9 Assignability; No Third-Party Beneficiaries

     19  

Section 9.10 Amendment

     19  

Section 9.11 Rules of Construction

     19  

Section 9.12 Counterparts

     20  

Section 9.13 Performance

     20  

Section 9.14 Title to Intellectual Property

     20  

Section 9.15 Survival of Covenants

     20  

Section 9.16 Waivers of Default

     20  

Section 9.17 Force Majeure

     21  

Schedules

 

Schedule A    Autoliv Services
Schedule B    Veoneer Services
Schedule C    TSA Managers

 

3


AMENDED AND RESTATED

MASTER TRANSITION SERVICES AGREEMENT

This AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT, dated as of June 28, 2018 and effective as of the Distribution Effective Time (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.”

RECITALS:

WHEREAS, the Board of Directors of Autoliv previously completed the reorganization of the business so that the Veoneer Business is operated by Veoneer and its direct and indirect subsidiaries (the “Reorganization”);

WHEREAS, Autoliv and Veoneer entered into a Master Transfer Agreement, dated as of April 1, 2018, to govern the terms and conditions of the Reorganization (as amended, modified or supplemented from time to time in accordance with its terms, the “Master Transfer Agreement”);

WHEREAS, in connection with the Reorganization, Autoliv and Veoneer entered into a Master Transition Services Agreement, dated as of April 1, 2018 to provide for an orderly transition for the Reorganization (the “Original TSA”);

WHEREAS, Autoliv owns 100% of the shares of common stock, par value $1.00 per share, of Veoneer (the “Veoneer Common Stock”);

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined that it is appropriate, desirable and in the best interests of Autoliv and its stockholders to separate, pursuant to and in accordance with the Distribution Agreement, dated as of the date hereof, between Autoliv and Veoneer (as amended, modified or supplemented from time to time in accordance with its terms, the “Distribution Agreement”); and

WHEREAS, in order to provide, or continue to provide, for an orderly transition under the Master Transfer Agreement and the Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide to the other certain Services (as defined herein), which will supersede and replace the Original TSA.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below; provided, however, terms used in this Agreement that are not defined herein shall have the meanings set forth in the Distribution Agreement (or if not defined therein, the meanings set forth in the Master Transfer Agreement):


Additional Services” has the meaning set forth in Section 2.3(a).

Agreement” has the meaning set forth in the Preamble.

Autoliv” has the meaning set forth in the Preamble.

Autoliv Services” has the meaning set forth in Section 2.1.

Autoliv TSA Manager” has the meaning set forth in Section 2.6(a).

Designated System” has the meaning set forth in Section 3.4(e).

Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

Indemnitees” means the Veoneer Indemnitees and the Autoliv Indemnitees.

Losses” has the meaning set forth in Section 6.4(a).

Markup” means 5.0%, unless otherwise specified in an applicable Services Schedule.

New Services” has the meaning set forth in Section 2.4.

Party” and “Parties” have the respective meanings set forth in the Preamble.

Provider” means the Party or its Subsidiary providing a Service under this Agreement.

Recipient” means the Party or its Subsidiary to whom a Service is provided under this Agreement.

Representatives” with respect to a Person, means that Person’s officers, directors, employees, agents, and other representatives, consultants and financing sources.

Service Adjustments” has the meaning set forth in Section 2.3(b).

Service Charge” has the meaning set forth in Section 4.1(a).

Service Extension” has the meaning set forth in Section 7.1(c).

Service Increases” has the meaning set forth in Section 2.3(b).

Service Schedule” means a Schedule to this Agreement that is included in Schedule A or Schedule B hereto and that sets forth terms of a specific Service to be provided hereunder.

Services” has the meaning set forth in Section 2.1.

 

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TSA-Licensed Software” has the meaning set forth in Section 3.4(a).

TSA Managers” means the Veoneer TSA Manager and the Autoliv TSA Manager.

TSA Owner” has the meaning set forth in Section 2.6(b).

Transaction Taxes” has the meaning set forth in Section 4.2(a).

VAT” has the meaning set forth in Section 4.2(a).

Veoneer” has the meaning set forth in the Preamble.

Veoneer Services” has the meaning set forth in Section 2.1.

Veoneer TSA Manager” has the meaning set forth in Section 2.6(b).

ARTICLE II

SERVICES, DURATION AND CONTRACT MANAGEMENT

Section 2.1 Services. Subject to the terms and conditions of this Agreement, (a) Autoliv shall provide or cause to be provided to Veoneer and its Subsidiaries, as applicable, the services listed on Schedule A to this Agreement, which will be provided pursuant to the Service Schedules incorporated therein (collectively, the “Autoliv Services”) and (b) Veoneer shall provide or cause to be provided to Autoliv and its Subsidiaries, as applicable, the services listed on Schedule B to this Agreement, which will be provided pursuant to the Service Schedules incorporated therein (collectively, the “Veoneer Services,” and, collectively with the Autoliv Services, any Additional Services, any Service Adjustments and any New Services, the “Services”). All Services shall be for the sole use and benefit of the respective Recipient and its respective Affiliates.

Section 2.2 Duration of Services. Subject to the terms of this Agreement, each of Autoliv and Veoneer shall provide or cause to be provided to the respective Recipients or their Affiliates, as applicable, each Service from the start date specified in the applicable Service Schedule until the earliest to occur of, with respect to each such Service, (a) the expiration of the term for such Service (or, subject to the terms of Section 7.1(c), the expiration of any Service Extension) as set forth on the applicable Service Schedule; (b) the date on which such Service is terminated under Section 7.1(b); or (c) the expiration or termination of this Agreement.

Section 2.3 Additional Services and Service Adjustments.

(a) If, within thirty (30) days after the Distribution Date, either Party (i) identifies a service that (x) the Autoliv Group provided to the Veoneer Business prior to the Distribution Date that Veoneer reasonably needs in order for the Veoneer Business to continue to operate in substantially the same manner in which the Veoneer Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed in writing that such service shall not be provided), or (y) the Veoneer Business or members of the Veoneer Group provided to the Autoliv Group prior to the Distribution Date that Autoliv reasonably needs in order for the Autoliv Business to continue to operate in substantially the same manner in which the Autoliv Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed in writing that such service shall not be provided), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services within thirty (30) days after the Distribution Date, then such other Party shall negotiate in good faith to provide such

 

3


requested additional services (such requested additional services, the “Additional Services”); provided, however, that neither Party shall be obligated to provide any Additional Service (w) if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws, (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree to any such Additional Service, then the Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services. Each such Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changes, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase if the Provider and the Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor) or if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws; provided, further, that notwithstanding the foregoing, if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.4 New Services. If, within thirty (30) days after the Distribution Date, a Party desires the other Party to provide additional or different services which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Adjustments, the “New Services”), then such Party will provide a written change request (in the form agreed by the Parties) to the other Party within thirty (30) days after the Distribution Date. The Party receiving such request shall negotiate in good faith to provide such New Service; provided, however, that no Party shall be obligated to provide any New Services, including because the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor) or if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws. If the Parties agree to any such New Service, then the Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such New Services. Each supplement to the applicable Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this

 

4


Agreement as of the date of such agreement and the New Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. The Parties shall in good faith determine any costs and expenses, including any start-up costs and expenses, which would be incurred by the Provider in connection with the provision of such New Service, which costs and expenses shall be borne solely by the Recipient.

Section 2.5 Services Not Included. No Services provided under this Agreement shall be construed as accounting, legal or tax advice or shall create any fiduciary obligations on the part of any Provider or any of its Affiliates to any Person, including to the Recipient or any of its Affiliates, and the Recipient shall not rely on, or construe, any Services rendered by or on behalf of the Provider as such professional advice.

Section 2.6 Contract Management.

(a) TSA Owners. Each Service Schedule sets forth an initial Autoliv and Veoneer representative (each, a “TSA Owner”) who will be responsible for the initial coordination of the Services provided under the applicable Service Schedule. The TSA Owners will keep their respective TSA Manager reasonably informed of any issues that arise with respect to the Services provided under their applicable Service Schedule. Each Party shall notify the other of the appointment of a different TSA Owner in accordance with Section 9.4, and Schedule A and Schedule B shall be updated accordingly.

(b) TSA Managers. Autoliv and Veoneer have designated the respective individuals set forth in Schedule C to act as its services manager (the “Autoliv TSA Manager” and “Veoneer TSA Manager,” respectively) for the Services provided pursuant to this Agreement. The TSA Managers will be responsible for coordinating and managing the delivery of all Services provided by the applicable Party and have authority to act on such Party’s behalf with respect to matters relating to the provision of the Services under this Agreement. The TSA Managers will work with the personnel of their respective Group and their respective TSA Owners to periodically address any issues and other matters raised by such personnel relating to the provision of the Services. Each Party shall notify the other of the appointment of a different TSA Manager in accordance with Section 9.4, and Schedule C shall be updated accordingly.

(c) Notwithstanding the requirements of Section 9.4, communications between the Parties regarding routine matters under this Agreement shall be made through the TSA Owners and, if necessary, the TSA Managers.

Section 2.7 Personnel.

(a) The Provider of any Service will make available to the Recipient of such Service such personnel as Provider determines may be necessary to provide such Service. Except as otherwise set forth in a Service Schedule, the Provider will have the right, in its sole discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided, further, that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service. The Recipient

 

5


will have the right, in its sole discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided, further, that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel.

(c) All employees and representatives of any Provider who provide Services under this Agreement shall be deemed for purposes of all compensation, employment, and employee benefits matters to be employees or representatives of such Provider and not employees or representatives of the Recipient or any of its Affiliates. The Provider of any Service under this Agreement shall be solely responsible for (i) payment of wages and provision of employee benefits to all employees and representatives of such Provider who provide Services under this Agreement, and (ii) ensuring compliance with applicable employment and employee benefits Laws with respect to such employees and representatives. In performing the Services, such employees and representatives shall be under the direction, control and supervision of the Provider (and not the Recipient) and Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

(d) A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however, that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider, and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth herein and the content of the Services provided to the Recipient.

(e) Nothing in this Agreement shall grant the Provider, or its employees, agents and third-party providers that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees, agents and third-party providers shall not be required to report to the management of the Recipient or be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services, Service Adjustments or New Services) or otherwise expressly set forth in the Master Transfer Agreement, the Distribution Agreement, another Transaction Document or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

Section 2.8 Non-Exclusivity. Nothing in this Agreement shall preclude any Recipient from obtaining, in whole or in part, services of any nature that may be obtainable from the Provider, from its own employees or from providers other than the Provider.

ARTICLE III

ADDITIONAL ARRANGEMENTS

Section 3.1 Computer-Based and Other Resources. Each Party and its Subsidiaries shall cause all of their personnel having access to the computer software, networks, hardware, technology or computer-based resources of the other Party and its Subsidiaries in connection with the performance, receipt or delivery of a Service, to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of such other Party and its Affiliates of which written notice is provided by such other Party. Each Party shall ensure that the access contemplated by this Section 3.1 shall be used by its personnel only for the purposes contemplated by, and subject to the terms of, this Agreement.

 

6


Section 3.2 Access Rights.

(a) Veoneer shall, and shall cause its Subsidiaries to, allow Autoliv and its Subsidiaries and their respective Representatives reasonable access to the facilities of Veoneer and its Subsidiaries necessary for Autoliv to fulfill its obligations under this Agreement.

(b) Autoliv shall, and shall cause its Subsidiaries to, allow Veoneer and its Subsidiaries and their respective Representatives reasonable access to the facilities of Autoliv and its Subsidiaries necessary for Veoneer to fulfill its obligations under this Agreement.

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford, following not less than five (5) business days’ prior written notice from the other Party and during normal business hours, (i) the other Party, its Subsidiaries and Representatives escorted access to the facilities and personnel of the relevant Providers and (ii) a third-party designated by the other Party and approved by the relevant Provider (such approval not to be unreasonably withheld), reasonable access to the information, systems and infrastructure of the Provider, in each case as reasonably necessary for the other Party to verify the Provider’s compliance with its obligations hereunder and the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided, however, (A) such access shall not unreasonably interfere with any of the business or operations of such Provider, (B) if a Party determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence, (C) if a Party determines that providing such access requires a third-party consent, such access shall be subject to the receipt of such third-party consent, and (D) any third-party that is provided access pursuant to this Section will be required to execute a non-disclosure agreement that restricts such third-party from disclosing confidential information of the audited Provider to the Party that engaged such third-party, except to the extent required to report on the extent to which the audited Provider is not in compliance with its obligations or its controls are not adequate.

(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

Section 3.3 Cooperation. It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including, as applicable, the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services); provided, however, that this Section 3.3 shall not require either Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in a Service Schedule or elsewhere in this Agreement or otherwise agreed to in writing by the Parties.

 

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Section 3.4 Software License Terms.

(a) Software that is made available by a Provider to a Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.4 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient.

(b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program.

(c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only.

(d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use.

(e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient.

(f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor.

 

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(g) Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes.

(h) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.4.

(i) The Recipient agrees that the Provider may engage a third-party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third-party will be required to execute a non-disclosure agreement that restricts such third-party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

Section 3.5 Cybersecurity Services Standards and Policies. Each of the Parties agrees that, during the term of this Agreement, it and its Affiliates will adhere to (a) with respect to any Autoliv information or TSA-Licensed Software licensed by Autoliv, the Autoliv Information Security Policy and Autoliv Standard for Information Technology existing as of the Effective Date and (b) with respect to any Veoneer information or any TSA-Licensed Software licensed by Veoneer, the Veoneer Information Security Policy and Veoneer Standard for Information Technology, as they may hereafter be amended from time to time.

Section 3.6 Shared Applications. The Parties acknowledge that they or their respective Affiliates may be required in connection with the provision or receipt of any Service to access or use a software application and related data that is being accessed or used concurrently by the other Party or the other Party’s Affiliates. The Parties agree to reasonably cooperate to ensure that such concurrent use or access of such applications and related data does not result in the disruption of either Party’s or its Affiliates business activities.

Section 3.7 Cooperation Regarding Routine Requests for Information and Certain Services.

(a) The Parties acknowledge and agree that the Parties and their Affiliates will require, in the conduct of transition services, documents or information in the possession of the other Party or the other Party’s Affiliates from time to time during the term of this Agreement. Without limiting any Party’s obligations under any other provision of this Agreement with respect to cooperation and the provision of information or access to books and records, each Party agrees that it and its Affiliates will reasonably cooperate with the other Party and the other Party’s Affiliates with respect to routine requests for documents or information that the other Party and the other Party’s Affiliates reasonably may make from time to time, including promptly responding to any telephonic requests for information that the other Party or the other Party’s Affiliates may make from time to time. For the avoidance of doubt, nothing in this Section 3.7(a) requires a Party to provide any consulting or other services to the requesting Party or the requesting Party’s Affiliates or to incur any expenses (other than the expense associated with its personnel responding to requests for information).

 

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(b) Each Party agrees that, in addition to any other obligations it may have under this Agreement (including any Service Schedule), the Master Transfer Agreement, the Distribution Agreement or any other Transaction Document, it and its Affiliates will use commercially reasonable efforts to make available its personnel to provide to the other Party and the other Party’s Affiliates such additional routine services and support, including the provision of Information, as may be reasonably requested by the other Party or the other Party’s Affiliates from time to time. Notwithstanding the foregoing, if the amount of time expended by any individual providing such services and support represents or is expected to represent more than twenty percent (20%) of such individual’s work time during a calendar month, then the Parties will enter into a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable, that will describe in reasonable detail the nature, scope, service period(s), payment and other terms applicable thereto. None of the services and support, including the provision of Information, provided under this Section 3.7(b) shall include the licensing or assignment of any Intellectual Property except to the extent expressly provided in a Service Schedule entered into pursuant to this Section 3.7(b).

ARTICLE IV

SERVICE FEES; TAXES

Section 4.1 Costs and Disbursements.

(a) Except as otherwise provided in the applicable Service Schedule, the Recipient of a Service shall pay to the Provider of such Service a fee for the Service (each fee constituting a “Service Charge”). The Service Charge will be (i) the Provider’s allocable cost to provide the Services under the Service Schedule plus the Markup, (ii) calculated using another pricing methodology, as specified in the applicable Service Schedule, or (iii) with respect to any real estate, the fair market value for the use of such real estate.

(b) During the term of this Agreement, the amount of a Service Charge for any Service may increase or decrease to the extent of: (i) any increases or decreases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Adjustments or New Services, (iii) any increase in the applicable Service Charge during a Service Extension, in accordance with Section 7.1(c), and (iv) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services. The Provider shall, upon receipt of a request from the Recipient, provide the Recipient with appropriate documentation, together with any invoice for Service Charges, to support the calculation of such Service Charges.

(c) For the time period from the date of this Agreement through September 30, 2018, the Service Charges for the Services provided under this Agreement shall be as set forth in Annex 1 to this Agreement, which is based on an estimate of the Service Charges for the Services to be provided during this time period calculated in accordance with Section 4.1(a). For the remainder of the term of this Agreement, in advance of each quarter, the Parties will agree on an update to the Service Charges set forth in Annex 1 for the upcoming quarter, based on an estimate of the Service Charges for the Services to be provided under this Agreement for such quarter. Annex 1 may also be updated or amended from time to time as mutually agreed to by the Parties, and shall be updated or amended as necessary to reflect the Service Charges for any Additional Services, Service Adjustments or New Services. The Service Charges will be invoiced on a quarterly basis, or on such other frequency as may be provided in the applicable Service Schedule (or mutually agreed by the Parties), and the Provider shall provide with the applicable invoice all substantiation of allocable costs that the Recipient may reasonably request.

(d) The Provider will provide an invoice to the Recipient for the Service Charges for the period covered by such invoice. The Recipient shall pay the amounts stated as due in each invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within thirty (30) days of the receipt of each such invoice, including appropriate documentation as

 

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described herein, as instructed by the Provider. The Recipient shall notify the Provider promptly, and in no event later than thirty (30) days following receipt of the Provider’s invoice, of any disputed amounts. If the Recipient does not notify the Provider of any disputed amounts within such thirty (30)-day period, then Recipient will be deemed to have accepted the Provider’s invoice. Any such Dispute shall be handled in accordance with Article VIII. The Recipient shall pay any undisputed amount in accordance with this Section 4.1(d). All amounts due and payable hereunder shall be invoiced and paid in (i) U.S. dollars or (ii) if the Parties so agree, another currency agreed by the Parties. If required any applicable Law or otherwise reasonably requested by a Party or an Affiliate thereof, any Provider and any Recipient may enter into a local country agreement providing for the performance of Services. Section 4.2 shall apply to these invoices accordingly.

(e) Subject to the confidentiality provisions applicable pursuant to Section 5.4, each Party shall, and shall cause its Subsidiaries to, provide, upon ten (10) days’ prior written notice from the other Party, any information within such Party’s or its Subsidiaries’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation; provided, however, that each Party shall make no more than one (1) such request during any fiscal quarter.

(f) Any costs and expenses incurred by either Party in connection with obtaining any third-party consent contemplated by Section 5.1(b) that is required to allow the Provider to perform or cause to be performed any Service shall be borne by the Recipient.

Section 4.2 Tax Matters.

(a) Without limiting any provisions of this Agreement, the Service Charges (and prices charged therefor) are exclusive of, and the Recipient shall be responsible for, (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar transaction taxes, (ii) any value added, goods and services or similar recoverable transaction taxes (“VAT”) and (iii) any related interest and penalties (collectively, “Transaction Taxes”) that Provider is not at fault for causing, in each case imposed or assessed as a result of the provision of Services by the Provider. To the extent that cross-border Services to be performed hereunder fall within Article 44 of the EU VAT Directive or the relevant equivalent national provision and the Provider is not required to charge VAT, the Recipient agrees that it will itself account for VAT in its own jurisdiction on the performance of such cross-border Services made to it hereunder and will provide to the Provider a valid VAT registration number, certificate (or equivalent documentation) in the jurisdiction with respect to the country or region of receipt of such cross-border Services, where required by applicable Law. The Provider will issue legally compliant invoices to the Recipient usable by the Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. In the event a Governmental Authority questions the Transaction Tax treatment of the Services provided, the Provider and the Recipient will work together to issue corrected invoices where applicable. The Recipient and the Provider agree to utilize commercially reasonable efforts to collaborate regarding any requests for information, audit, controls or similar requests of the Governmental Authority concerning Transaction Taxes and that involve the Services provided under this Agreement. The Provider and the Recipient agree to take commercially reasonable actions to cooperate in obtaining any refund, return or rebate, or applying zero-rating for Services giving rise to any Transaction Taxes, including filing any necessary exemption or other similar forms or providing valid VAT identification numbers or other relevant registration numbers, certificates or other similar documents. The Recipient shall promptly reimburse the Provider for any costs incurred by the Provider or its Affiliates in connection with the Recipient obtaining a

 

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refund, return, rebate or the like of any Transaction Tax. For the avoidance of doubt, any applicable gross receipts-based or net income-based taxes imposed on payments received by Provider shall be borne by the Provider unless the Provider is required by Law to collect or obtain, or allowed to separately invoice for and collect or obtain, reimbursement of such taxes from the Recipient.

(b) The Recipient shall be entitled to deduct and withhold Taxes required by applicable Law to be withheld on payments made to the Provider pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay such deducted and withheld amount to the proper Governmental Authority and (ii) upon request, promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (A) required by any applicable Law or (B) which the Provider is entitled by any applicable Law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment, and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence to the maximum extent permitted by applicable Law.

Section 4.3 No Right to Set-Off. Subject to the Recipient’s right to withhold disputed amounts in accordance with Section 4.1(e), the Recipient shall timely pay the full amount of Service Charges and shall not set off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

ARTICLE V

STANDARD FOR SERVICE

Section 5.1 Standard for Service.

(a) Each Provider agrees (i) to perform any Services that it provides hereunder with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of such Provider prior to the Distribution or, if not so previously provided, then substantially similar to those which are applicable to similar services provided to the Provider or such Provider’s Affiliates or other business units and (ii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services prior to the Distribution or, with respect to services for which same or similar services were not provided prior to the Distribution, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (ii).

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third-party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third-party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in Section 5.1(a), subject to Section 4.1(g). If, with respect to a

 

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Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Law, the Provider shall use commercially reasonable efforts to provide such Services in a manner as closely as possible to the standards described in Section 5.1(a) that would not constitute a violation of applicable Law or any existing contract or agreement with a third-party.

Section 5.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES AND EACH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

Section 5.3 Compliance with Laws and Regulations. Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

Section 5.4 Confidentiality. Each Party agrees that the data, information and documents relating to the other Party’s business, affairs or finances which come into its possession pursuant to this Agreement shall be subject to the confidentiality provisions set forth in Section 6.9 of the Distribution Agreement.

ARTICLE VI

LIABILITY LIMITATIONS AND INDEMNIFICATION

Section 6.1 Consequential and Other Damages. Notwithstanding anything to the contrary contained in this Agreement, the Master Transfer Agreement, the Distribution Agreement or any other Transaction Document, except in connection with a third-party claim pursuant to Section 6.4 or 6.5, no Party shall be liable to the other Party or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by such Party (including any Affiliates and Representatives and any unaffiliated third-party providers, in each case, providing any applicable Services) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to business interruptions or claims of customers, even if such Party has been advised of the possibility of such damages.

Section 6.2 Limitation of Liability. Except for (a) payment of Service Charges, (b) breaches of confidentiality obligations, (c) claims arising from gross negligence or willful misconduct, and (d) liability for indemnification with respect to third-party claims pursuant to Section 6.4 or 6.5, the Liability of a Party and its Affiliates and Representatives, collectively, for any act or failure to act in connection

 

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with a Service Schedule (including the performance or breach of such Service Schedule), or from the sale, delivery, provision or use of any Services provided under or contemplated by a Service Schedule, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the aggregate Service Charges actually paid to such Party and its Affiliates under such Service Schedule up to the date of the event giving rise to such Liability.

Section 6.3 Obligation to Re-perform; Liabilities. In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Sections 6.1 and 6.2, reimburse the Recipient and its Affiliates and Representatives for Liabilities attributable to such breach by the Provider. Except as set forth in Section 6.4 and Section 6.5, the remedy set forth in this Section 6.3 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 6.3 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient.

Section 6.4 Autoliv Indemnity.

(a) From and after the Distribution Date, Autoliv in its capacity as a Recipient and on behalf of each of the other members of the Autoliv Group in their capacity as Recipients, shall indemnify, defend and hold harmless Veoneer and the other Veoneer Indemnitees from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) (collectively, “Losses”) suffered or incurred by the Veoneer Indemnitees in connection with a third-party claim against such Veoneer Indemnitees, which Losses result from any Services provided by any member of the Veoneer Group hereunder, except to the extent such Losses arise out of an Veoneer Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services, (iv) breaches of confidentiality obligations under Section 5.4, or (v) gross negligence or willful misconduct in providing the Services.

(b) From and after the Distribution Date, Autoliv, in its capacity as a Provider and on behalf of each of the other members of the Autoliv Group in their capacity as Providers, shall indemnify, defend and hold harmless Veoneer and the other Veoneer Indemnitees from and against any and all Losses suffered or incurred by the Veoneer Indemnitees in connection with a third-party claim against such Veoneer Indemnitees, which Losses result from (i) a breach of this Agreement by Autoliv or any other member of the Autoliv Group in connection with the provision of Services, or (ii) the gross negligence or willful misconduct of Autoliv or any other member of the Autoliv Group in its performance of its obligations hereunder; provided, however, that neither Autoliv nor any other member of the Autoliv Group shall be deemed to have breached the Agreement, or been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Veoneer Indemnitees to Autoliv or any other member of the Autoliv Group or any actions taken or omitted to be taken by Autoliv or any other member of the Autoliv Group upon the written direction or instruction of the Veoneer Indemnitees.

 

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Section 6.5 Veoneer Indemnity.

(a) From and after the Distribution Date, Veoneer in its capacity as a Recipient and on behalf of each of the other members of the Veoneer Group in their capacity as Recipients, shall indemnify, defend and hold harmless Autoliv and the other Autoliv Indemnitees from and against any and all Losses suffered or incurred by the Autoliv Indemnitees in connection with a third-party claim against such Autoliv Indemnitees, which Losses result from any Services provided by any member of the Autoliv Group hereunder, except to the extent such Losses arise out of an Autoliv Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services, (iv) breaches of confidentiality obligations under Section 5.4, or (v) gross negligence or willful misconduct in providing the Services. Notwithstanding the above, Veoneer will indemnify Autoliv for any and all legal issues that may arise out of the creation of a Multiple Employer Welfare Arrangement (MEWA) as provided and agreed to under the Autoliv Services, not subject to any monetary or temporal caps or limitations.

(b) From and after the Distribution Date, Veoneer, in its capacity as a Provider and on behalf of each of the other members of the Veoneer Group in their capacity as Providers, shall indemnify, defend and hold harmless Autoliv and the other Autoliv Indemnitees from and against any and all Losses suffered or incurred by the Autoliv Indemnitees in connection with a third-party claim against such Autoliv Indemnitees, which Losses result from (i) a breach of this Agreement by Veoneer or any other member of the Veoneer Group in connection with the provision of Services, or (ii) the gross negligence or willful misconduct of Veoneer or any other member of the Veoneer Group in its performance of its obligations hereunder; provided, however, that neither Veoneer nor any other member of the Veoneer Group shall be deemed to have breached the Agreement, or been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Autoliv Indemnitees to Veoneer or any other member of the Veoneer Group or any actions taken or omitted to be taken by the Veoneer or any other member of the Veoneer Group upon the written direction or instruction of the Autoliv Indemnitees.

Section 6.6 Indemnification Matters. The provisions of Sections 5.4 through 5.17 of the Distribution Agreement shall govern claims for indemnification under this Agreement, provided that, for purposes of this Section 6.6, in the event of any conflict between the provisions of the Distribution Agreement and this Article VI, the provisions of this Agreement shall control.

Section 6.7 Liability for Payment Obligations. Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, Autoliv’s or Veoneer’s express obligation in this Agreement to pay Service Charges for Services rendered in accordance with this Agreement.

Section 6.8 Exclusion of Other Remedies. The provisions of Sections 6.3, 6.4 and 6.5 shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Autoliv Group and the Veoneer Group, as applicable, for any Liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Section 6.9 Other Indemnification Obligations Unaffected. This Article VI applies solely to the specific matters and activities covered by this Agreement and the Original TSA (and not to matters specifically covered by the Master Transfer Agreement, the Distribution Agreement or any other Transaction Document). For avoidance of doubt, any claim that is made after the Distribution Date, even if it relates to Services rendered or that were supposed to be rendered pursuant to the Original TSA prior to the Distribution Date, shall be governed by the terms of this Agreement, including the indemnification provisions contained in this Article VI and the dispute resolution provisions contained in Article VIII.

 

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ARTICLE VII

TERM AND TERMINATION

Section 7.1 Term and Termination.

(a) This Agreement shall be effective as of the Distribution Effective Time and shall terminate upon the earlier to occur of: (i) the mutual written agreement of the Parties to terminate this Agreement in its entirety, (ii) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement, or (iii) March 31, 2020.

(b) (i) Without prejudice to a Recipient’s rights with respect to a Force Majeure set forth in Section 9.17, a Recipient may from time to time terminate this Agreement with respect to any Service or any portion thereof:

(A) for any reason or no reason upon providing (i) at least thirty (30) days’ prior written notice to the Provider or (ii) notice in accordance with such other notice period as may be specified in the applicable Service Schedule; or

(B) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient.

(ii) A Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services, including making payment of Service Charges when due, and such failure shall continue uncured for a period of thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider.

(iii) The relevant Schedule shall be updated to remove any Service terminated under Section 7.1(b)(i) or (ii).

(iv) The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on the applicable Service Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 7.1(b)(i)(A), then the Parties shall negotiate in good faith to amend the Service Schedule relating to such affected continuing Service.

(c) If the Recipient reasonably determines that it will require a Service to continue beyond the duration identified in the applicable Service Schedule or the end of a subsequent extension period, the Recipient may request the Provider to extend such Service for the desired renewal period(s) (each, a “Service Extension”) by written notice to the Provider no less than ninety (90) days prior to end of the then-current Service duration. The Provider shall use commercially reasonable efforts to comply with such Service Extension request; provided, however, that (i) the Service Extensions with respect to each Service Schedule shall not extend the duration of such Service Schedule more than twelve (12) months beyond its original duration (as specified in the applicable Service Schedule) or past March 31, 2020, (ii) the Provider will not be in breach of its obligations under this Section 7.1(c) if it is unable to comply with a Service Extension request through the use of commercially reasonable efforts, (iii) each Service Extension is permissible under applicable Law, and (iv) the Provider will not be in breach of its

 

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obligations under this Section 7.1(c) if the Service Extension could, in the judgment of the Provider, impact the treatment of the Reorganization or the Distribution under the federal income tax laws. Unless otherwise agreed between the Parties, the services provided pursuant to any Service Extension will continue at the same Service Charges. The Parties shall amend the terms of the applicable Service Schedule to reflect the new Service duration and Service Charge, if applicable, within five (5) days following the Recipient’s request for a Service Extension, subject to the conditions set forth in this Section 7.1(c). Each such amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement.

Section 7.2 Effect of Termination. Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the applicable Recipient will have no obligation to pay any future Service Charges relating to any such Service; provided, however, that the Recipient shall remain obligated to the relevant Provider for the Service Charges owed and payable in respect of Services provided prior to the effective date of termination. In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I, Article VI (including liability in respect of any indemnifiable Liabilities under this Agreement arising or occurring on or prior to the date of termination), this Section 7.2, Article VIII, Article IX, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges shall continue to survive indefinitely.

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1 Negotiations between Parties’ Designated Representatives. As set forth in Section 2.6, the TSA Owners and TSA Managers shall have the initial responsibility for resolving any dispute regarding the provision of Services pursuant to this Agreement.

Section 8.2 Dispute Resolution. Subject to Section 8.1, in the event the TSA Owners and TSA Managers are unable to resolve any dispute within thirty (30) days, the dispute resolution procedures set forth in Article IV of the Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to make any Party an agent of an unaffiliated Party (which shall for the avoidance doubt include a member of the Veoneer Group, on the one hand, and a member of the Autoliv Group, on the other hand, following the Distribution Date) in the conduct of such other Party’s business. The Provider of any Service under this Agreement shall act as an independent contractor and not as the agent of the Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign.

Section 9.2 Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

 

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Section 9.3 Audit Assistance. Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by Governmental Authorities (including taxing authorities), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other Party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

Section 9.4 Notices. Except with respect to routine communications by a TSA Manager or TSA Owner under Section 2.6, all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.4):

(i) if to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

(ii) if to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Section 9.5 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.6 Entire Agreement. This Agreement, together with the Distribution Agreement and the other Ancillary Agreements, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties with respect to the subject matter hereof. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement or any other Ancillary Agreement, the Parties agree that this Agreement shall govern. The Parties agree that, in the event of an express conflict between the terms of this Agreement and a Services Schedule, the terms of the Services Schedule shall govern as it relates to the Services to which such terms and conditions apply.

 

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Section 9.7 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.8 Facsimile Signatures. Each Party acknowledges that it may be executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (.pdf) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in .pdf) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 9.9 Assignability; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the other Party hereto and their respective successors and permitted assigns; provided, however, that no Party may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control. Except as provided in Sections 6.4 and 6.5 with respect to Indemnitees: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any stockholders of Autoliv or stockholders of Veoneer) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person (including, without limitation, any stockholders of Autoliv or stockholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 9.10 Amendment. No provision of this Agreement may be amended or modified except by a written instrument signed by each of the Parties.

Section 9.11 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms “Article,” “Section,” “paragraph,” “clause,” and “Schedule” are references to the Articles, Sections, paragraphs, clauses, and Schedules of this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire

 

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Agreement, including the Schedules hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) provisions shall apply, when appropriate, to successive events and transactions; (i) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (j) Autoliv and Veoneer have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (k) a reference to any Person includes such Person’s successors and permitted assigns.

Section 9.12 Counterparts. This Agreement may be executed in one (1) or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 9.13 Performance. Autoliv will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Autoliv Group. Veoneer will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Veoneer Group. Each Party (including its permitted successors and assigns) further agrees that it will cause all of the other members of its Group not to take any action inconsistent with such Party’s obligations under this Agreement or the transactions contemplated hereby.

Section 9.14 Title to Intellectual Property. Except as expressly provided for under the terms of this Agreement, the Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any Intellectual Property that is owned or licensed by the Provider, by reason of the provision of the Services provided hereunder. The Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any Intellectual Property owned or licensed by the Provider. The Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any Intellectual Property owned or licensed by the Provider, and the Recipient shall promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any third-party, of which the Recipient becomes aware.

Section 9.15 Survival of Covenants. Except as expressly set forth in this Agreement, the covenants and other agreements contained in this Agreement, and liability for the breach of any obligations contained herein, shall survive the Distribution and shall remain in full force and effect.

Section 9.16 Waivers of Default. A waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving.

 

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Section 9.17 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use reasonable best efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

[Signature page to follow.]

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

 

AUTOLIV, INC.
By:  

/s/ Lars Sjöbring

Name:   Lars Sjöbring
Its:   Group Vice President, Legal Affairs, General Counsel and Secretary
VEONEER, INC.
By:  

/s/ Mathias Hermansson

Name:   Mathias Hermansson
Its:   Chief Financial Officer and Executive Vice President, Financial Affairs
EX-10.12 8 d835049dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of                             , 2018 (this “Agreement”), is made by and between Veoneer, Inc., a Delaware corporation (the “Company”), and                                                  (“Indemnitee”).

RECITALS:

A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors. Section 142 of the Delaware General Corporation Law authorizes the appointment of persons to serve as officers of a corporation.

B. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.

C. Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.

D. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

E. The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation, and (2) encouraging capable individuals to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.

F. The number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending those lawsuits and the threat to directors’ personal assets have all materially increased over the past several years, chilling the willingness of capable individuals to undertake the responsibilities imposed on corporate directors and officers.

G. Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have exposed such directors and officers to new and substantially broadened civil liabilities.

H. Under Delaware law, a director’s or officer’s right to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director or officer and is separate and distinct from any right to indemnification the director or officer may be able to establish.


I. Indemnitee is, or will be, a director and/or officer of the Company and his willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him in accordance with the principles reflected above, to the fullest extent permitted by the laws of the State of Delaware, and upon the other undertakings set forth in this Agreement.

J. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

K. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Change in Control” shall have occurred at such time, if any, Incumbent Directors cease for any reason to constitute a majority of Directors. For purpose of this Section 1(a), “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(b) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), and whether made pursuant to federal, state or other law; or (ii) any inquiry or investigation, whether made, instituted or conducted, by or in the right of the Company or any

 

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other Person, including any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, administrative hearing or any other proceeding. For the avoidance of doubt, the Company intends indemnity to be provided hereunder in respect of acts or failure to act prior to, on or after the date hereof.

(c) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided, that direct or indirect Beneficial Ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim. Expenses shall include expenses incurred in connection with any appeal resulting from any Claim, including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.

(f) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or is or was a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, agent, trustee or other fiduciary of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or enterprise is or at the time of such service was an employee benefit

 

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plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (C) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g) “Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company in a final non-appealable adjudication by a court of competent jurisdiction, unless and only to the extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the Delaware Court of Chancery or such other court shall deem proper.

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including all interest, assessments any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and other charges paid or payable in connection with or in respect of investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.

(j) “Person” means any individual, entity, or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

(k) “Standard of Conduct means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith and reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s).

 

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2. Services to the Company. Indemnitee agrees to serve or continue to serve as a director or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is no longer serving in such capacity. This Agreement shall not be deemed an employment agreement between the Company and Indemnitee.

3. Indemnification Obligation. Subject only to Section 8, the exclusions set forth in Section 13 and to the proviso in this Section, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, that, except as provided in Sections 5 and 22, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. The Company acknowledges that the foregoing obligation is substantially broader than that now provided by applicable law and the Company’s Constituent Documents and intends that it be interpreted consistently with this Section and the recitals to this Agreement.

4. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee and as to which Indemnitee’s counsel provides supporting documentation. Without limiting the generality or effect of any other provision hereof, Indemnitee’s right to such advancement is not subject to the satisfaction of any Standard of Conduct. Without limiting the generality or effect of the foregoing, within ten business days after any request by Indemnitee that is accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided, that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, at the request of the Company, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it shall have been determined, following the final disposition of such Indemnifiable Claim and in accordance with Section 8, that Indemnitee is not entitled to indemnification hereunder. Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify, defend and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten business days of such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim

 

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made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers and, upon Indemnitee’s request, copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7. Determination of Right to Indemnification.

(a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 3 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required. To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and/or serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination shall be required.

 

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(b) To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied the applicable Standard of Conduct (a “Standard of Conduct Determination”) shall be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, or if a majority of the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee shall cooperate with reasonable requests of the individual or firm making such Standard of Conduct Determination, including providing to such Person documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the Person making such Standard of Conduct Determination.

(c) The Company shall use its reasonable efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If (i) the Person empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 calendar days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 8(e) to make such determination, and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable Standard of Conduct; provided, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 calendar days, if the Person making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied the applicable Standard of Conduct, then the Company shall pay to Indemnitee, within ten business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. Nothing herein is intended to mean or imply that the Company is intending to use Section 145(f) of the Delaware General Corporation Law to dispense with a requirement that Indemnitee meet the applicable Standard of Conduct where it is otherwise required by such statute.

 

7


(e) If a Standard of Conduct Determination is required to be, but has not been, made by Independent Counsel pursuant to Section 8(b)(i), the Independent Counsel shall be selected by the Board or a Board Committee, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is required to be, or to have been, made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within 30 calendar days after the Company gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the actual and reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 8(b).

8. Presumption of Entitlement.

(a) In making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment, injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment

 

8


against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary.

(b) Notwithstanding any other provision hereof, in making any Standard of Conduct Determination, the Person making such determination shall presume that Indemnitee has satisfied the applicable Standard of Conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that Indemnitee has satisfied the applicable standard of conduct shall be final and binding in all respects, including with respect to any litigation or other action or proceeding initiated by Indemnitee to enforce his or her rights hereunder. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(c) Without limiting the generality or effect of Section 9(b), (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise (other than the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, the Board, any committee of the Board or any director, or on information or records given or reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director shall be deemed to be reasonable.

9. No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable Standard of Conduct or that indemnification hereunder is otherwise not permitted.

10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will

 

9


without further action be deemed to have such greater right hereunder, and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company may not, without the consent of Indemnitee, adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement.

11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company and for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Claim thereafter, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for Indemnitee that is at least as favorable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. Upon request, the Company shall provide Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 3.0 times the premium amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in policy periods).

12. Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

(a) indemnify Indemnitee if a final non-appealable adjudication by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;

(b) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

(c) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

 

10


13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other Persons (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15. Defense of Claims. Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided, that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

16. Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such

 

11


succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

17. Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt

18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement, waive all procedural objections to suit in that jurisdiction, including objections as to venue or inconvenience, agree that service in any such action may be made by notice given in accordance with Section 18 and also agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

19. Validity. If any provision of this Agreement or the application of any provision hereof to any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other Person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as

 

12


contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. This Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

21. Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should reasonably appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to improperly deny, or to improperly recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other Person affiliated with the Company, in any jurisdiction. Without limiting the generality or effect of any other provision hereof or respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses actually and reasonably incurred by Indemnitee in connection with any of the foregoing.

22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) ”it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and

 

13


whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

23. Entire Agreement. This Agreement and the Constituent Documents constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[signature page follows]

 

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IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

 

VEONEER, INC.
By:                                                                                     
Name:                                                                             
Title:                                                                                
[INDEMNITEE]

 

Name:                                                                             
Address:

 

 

 

 

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EX-99.1 9 d835049dex991.htm EX-99.1 EX-99.1
Table of Contents

Exhibit 99.1

INFORMATION STATEMENT

Veoneer, Inc.

Common Stock

par value $1.00 per share

This information statement is being sent to you in connection with the spin-off of Veoneer, Inc. (“Veoneer”) from Autoliv, Inc. (“Autoliv”), following which Veoneer will be an independent, publicly traded company. References to “Veoneer,” “we,” “us,” or “the Company” refer to the combined entities, assets and liabilities that constitute the Electronics business of Autoliv, subject to certain exceptions. References to “Autoliv” refer to Autoliv and its consolidated subsidiaries, which prior to the distribution, but not after such date, includes the business and operations of Veoneer. Autoliv will complete the spin-off by distributing all of the outstanding shares of Veoneer common stock on a pro rata basis to the holders of Autoliv common stock. We expect that the spin-off generally should be tax-free to Autoliv stockholders for U.S. federal income tax purposes and tax exempt for Swedish tax purposes, except to the extent of cash received in lieu of fractional shares. Each Autoliv stockholder and Autoliv Swedish Depository Receipt (“SDR”) holder will receive one share of Veoneer common stock or one Veoneer SDR for every one share of Autoliv common stock or SDR held by such person on the applicable record date. The distribution of shares will be made in book-entry form only. Autoliv will not distribute any fractional shares of Veoneer common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive a fractional share in the distribution. The distribution will be effective on June 29, 2018. After the distribution is completed, we will be an independent, publicly traded company.

No vote or other action of Autoliv stockholders is required in connection with the spin-off. We are not asking you for a proxy and you should not send us a proxy. Autoliv stockholders or SDR holders will not be required to pay any consideration for the shares of Veoneer common stock or Veoneer SDRs they receive in the spin-off, and they will not be required to surrender or exchange their Autoliv common stock or Autoliv SDRs, as applicable, or take any other action in connection with the spin-off.

All of the outstanding shares of Veoneer common stock are currently owned, directly or indirectly, by Autoliv. Accordingly, there is no current trading market for Veoneer common stock. We expect, however, that a limited trading market for Veoneer common stock, commonly known as a “when-issued” trading market, will develop in the U.S. at least one trading day prior to the common stock record date for the distribution, and we expect “regular-way” trading of Veoneer common stock will begin the first trading day after the distribution date. There will not be “when-issued” trading in Veoneer SDRs in Sweden. We intend to list Veoneer common stock on the New York Stock Exchange under the ticker symbol “VNE” and Veoneer SDRs on Nasdaq Stockholm under the ticker symbol “VNE SDB”.

In reviewing this information statement, you should carefully consider the matters described in the section entitled “Risk Factors” in this information statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

This information statement was first made available to Autoliv stockholders on or about June 8, 2018.

The date of this information statement is June 8, 2018.


Table of Contents

TABLE OF CONTENTS

 

SUMMARY

     1  

RISK FACTORS

     22  

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

     46  

THE SPIN-OFF

     47  

TRADING MARKET

     53  

CAPITALIZATION

     55  

SELECTED HISTORICAL COMBINED FINANCIAL DATA

     56  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     57  

BUSINESS

     63  

PROPERTIES

     89  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     92  

MANAGEMENT

     122  

EXECUTIVE AND DIRECTOR COMPENSATION

     130  

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

     163  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     169  

DESCRIPTION OF CAPITAL STOCK

     172  

SWEDISH DEPOSITORY RECEIPTS

     178  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

     183  

MATERIAL SWEDISH INCOME TAX CONSEQUENCES

     188  

CERTAIN INFORMATION REQUIRED BY SWEDISH LAW

     192  

WHERE YOU CAN FIND MORE INFORMATION

     194  

INDEX TO FINANCIAL STATEMENTS

     F-1  


Table of Contents

SUMMARY

This summary highlights information contained in this information statement and provides an overview of our company, our separation from Autoliv and the distribution of our common stock by Autoliv to its stockholders. For a more complete understanding of our business and the spin-off, you should read this entire information statement carefully, particularly the discussion set forth under “Risk Factors” and our audited historical combined financial statements, our unaudited pro forma condensed combined financial statements and the respective notes to those statements included in this information statement.

Veoneer, Inc.

Business

Veoneer is a global leader in the design, development, sale and manufacture of automotive safety electronics1 and has operated for almost four years as a segment within Autoliv (“Electronics”). Based on our heritage of Autoliv’s vision of “Saving Lives,” our safety systems are designed to make driving safer and easier, more comfortable and convenient and to intervene before a collision. Veoneer endeavors to prevent vehicle accidents or reduce the severity of impact in the event a crash is unavoidable. We further intend to develop human centric systems that benefit vehicle occupants. We do this by being an expert partner to our customers. Our pure-play focus in safety electronics places the Company in a strong position to deliver integrated Advanced Driver Assistance System (“ADAS”) and Highly Automated Driving (“HAD”) solutions towards Autonomous Driving (“AD”) with focus on Quality and Manufacturing Excellence.

We provide advanced active safety sensors used for ADAS, HAD and AD solutions, such as vision and radar systems, ADAS Electronic Control Units (“ECUs”), night vision and positioning systems. Through Zenuity, our joint venture with Volvo Cars, we develop an advanced software stack for vehicle decision control for ADAS, HAD and AD solutions. In addition, we offer driver monitoring systems, LiDAR sensors and other technologies critical for AD solutions by leveraging our partnership network and internally developed intellectual property. We also provide Restraint Control Systems such as ECUs and crash sensors for deployment of airbags and seatbelt pretensioners in the event of a collision. Lastly, Autoliv-Nissin Brake Systems (“ANBS”), our joint venture with Nissin Kogyo, provides brake control and actuation systems, and has developed strong capabilities in regenerative braking, which is important for not only hybrid and electric vehicles but also for vehicle platforms where customers prioritize weight reduction and improved fuel economy over other features.

Our innovation and technology leadership, relentless focus on quality and safety along with a strong global footprint and diversified customer base, including most major global automotive Original Equipment Manufacturers (“OEMs”), are all trademarks of our Autoliv DNA. OEMs are seeking to manufacture vehicles that meet and exceed increasingly stringent safety test ratings around the world, to satisfy consumer demands for increased vehicle safety through more advanced driver assist features and enhanced comfort and convenience towards AD.

Veoneer’s Competitive Strengths

Veoneer’s competitive strengths derive from combining deep industry expertise and understanding of our markets, our history of industry firsts and ability to commercialize new innovations, our dedication to quality and

 

1  The Company’s calculations are based on information on revenues of automotive safety electronics competitors, of which the largest market participants (Aptiv, Bosch, Continental, Denso, Magna, Valeo and ZF) have been analyzed with publicly available information, such as the latest available annual reports, press releases and other information available on company websites.


 

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robustness, and our long-standing customer relationships. We believe these qualities will allow Veoneer to capitalize on the industry mega trends and highly attractive market opportunities as we complete our separation from Autoliv and develop and grow our business on an independent, standalone basis.

 

    Strong Positions in Highly Attractive Markets: Veoneer is a pure-play company in the highly attractive light vehicle safety electronics product area, with a leading market share in restraint control systems (25%), a high market share in the fragmented active safety market (16%) and an emerging market position in our recently founded brake systems (4%) unit.2 A significant portion of our portfolio is directly exposed to and benefitting from the high growth active safety and autonomous driving markets, which are both expected to grow significantly over the coming years. Veoneer estimates its Total Addressable Market to growth by a 10% CAGR from 2017 through 2025.3

 

    Best-in-Class Quality and Reliability Attracting Global OEM Customer Base: We have over 20 OEM customers, and supply most of the top 12 global OEMs with ADAS solutions. These customer relationships have been forged over a long period and through our Autoliv heritage, our highest quality standards and our proven reliability as demonstrated through our superior recall track record. This is further secured through our innovation and technology leadership and integrated product offering.

 

    Integrated ADAS and Autonomy Systems Solutions: We recently complemented our product offerings of individual hardware components with full-suite ADAS and end-to-end self-driving system solutions, ranging from vision and radar hardware, over raw sensor data to decision-making algorithms and vehicle actuators. Our integrated system solutions allow OEMs to reduce their need for several suppliers within vehicle safety electronics. We source the decision and control software expertise for our advanced driver assistance and autonomous driving systems from Zenuity and the partnership network built around Zenuity which includes Volvo Cars, Velodyne LiDAR, NVIDIA, Seeing Machines, Neonode, Ericsson and TomTom. Two key recent milestones achieved by Zenuity are deep learning integration and automotive grade commercialization.

 

    Proven Track Record of Commercializing Many of the World’s First Safety Innovations: We continuously operate at the forefront of innovation, having brought many world’s first safety solutions to the market. For example, in 2008, we integrated the electronic stability control inertial sensors with control electronics for airbags and other restraint systems (integrating active and passive safety). In 2011, we developed a system that combines controls for vehicle brakes with controls for vehicle restraints. In 2012, we introduced the world’s first automated emergency braking for both vision and radar. In 2016, we introduced the third-generation night vision solutions, the world’s first night vision system that can detect traffic danger and living things in total darkness or fog.

 

    Strong Visibility on Near and Long-Term Profitable Growth: We are increasingly competitive in customer requests for proposal, which we believe will translate into order intake, revenue and improving our profitability going forward. In addition, we see a significant long-term growth potential through our scalable business model, underpinned by advanced automotive safety technologies and strong customer relationships. We believe our lean organizational setup and flexible cost structure will

 

2  The Company’s market share estimates are based on internal market intelligence on geographies, OEMs and their vehicle models in the product areas where the Company competes along with light vehicle production data from IHS database.
3  The Company’s calculations for market estimates per product group are based on light vehicle production data from IHS database as of February 2018, supplemented by the Company’s internal market intelligence on prices and penetration rates of each expected Active Safety product and about light vehicle production based on publicly available information and history operating in the market.


 

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allow for consistent earnings growth and strong cash flow. This increased competitiveness stems from our investment and product development efforts over the past few years. These investments include hiring significant additional engineering personnel, increasing our R,D&E expenses and increasing capital expenditures. The increase in expenses has produced some losses in recent years. For additional information see “Business—Financial Performance.”

 

    The Right Talent and Organization with a Winning Mindset

 

    Tailored Organizational Setup, Nimble Strategy and Operational and Strategic Flexibility: We operate with a dedicated culture centered around agility, collaboration, empowerment and speed, with a highly skilled engineering workforce, enabling agile business processes and an ability to respond quickly in response to customer and market demands, which is key for obtaining engineering resources and partnerships needed to succeed.

 

    Quality and Quantity of People: We have a highly skilled workforce of approximately 7,500 employees, including over 3,500 engineers, of which more than two-thirds are software engineers. We have approximately 600 software engineers focused on vision, and our Zenuity joint venture has approximately 475. Our workforce and access to Zenuity’s work force through our joint venture provides us with significant strategic flexibility to deploy human capital towards new innovative projects.

 

    Experienced Leadership Team with Proven Track Record: We expect to have a strong management team with extensive experience within the industry. Through the combination of their longstanding customer relationships, proven track record in operations management and deep industry knowledge, the leadership team will position us for future value creation.

Strategy

Veoneer’s ambition is to be the leading dedicated automotive safety electronics company in the world, with a sharp focus to the fast-growing market for ADAS and autonomous driving as well as the restraint and brake control markets.

Core elements of our strategy include:

 

    Flawless Delivery—Leveraging technical expertise to deliver high quality solutions with robustness, precision and scalability.

 

    Customer-Centric Collaboration—Working together with customers, using speed and agility to create OEM and end user optimized solution.

 

    Human-Centric Innovation—Working with the individual as a starting point for innovation, focusing on how technology can be used to create innovative solutions that people trust and use.

By focusing on our addressable market segments and by executing on our three core strategies Veoneer will be able to:

 

    Capture a significant part of the growing ADAS and autonomous driving market.

 

    Be cost competitive by staying at the forefront of technology innovation and driving manufacturing excellence.

 

    Have the agility and flexibility needed in a rapidly changing automotive market, including ability to address M&A and changing customer requirements in a timely and effective manner.


 

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Summary Risk Factors

There are a number of risks related to our business and the spin-off and related transactions, including the risks listed below. These and other risks related to our business and the spin-off are discussed in greater detail under the heading “Risk Factors” in this information statement. You should read and consider all of these risks carefully.

RISKS RELATED TO THE COMPANY

Risks Related to Our Business

 

    The cyclical nature of automotive sales and production can adversely affect our business.

 

    Growth rates in safety content per vehicle could affect our results in the future.

 

    We operate in highly competitive markets.

 

    We operate in a developing product market that may be subject to greater uncertainty and fluctuations in levels of competition than a more mature market.

 

    Autonomous driving involves complex technology and requires a number of different hardware and software competencies and technologies and there is a risk that these competencies or technologies will not develop at a sufficient pace to address marketplace needs.

 

    We may not be able to protect our proprietary technology and intellectual property rights, which could result in the loss of our rights or increased costs.

 

    The discontinuation, lack of commercial success, or loss of business with respect to a particular vehicle model for which are a significant supplier could reduce our sales and harm our profitability.

 

    We may incur material losses and costs as a result of product liability, warranty and recall claims that may be brought against us or our customers.

 

    Escalating pricing pressures from our customers may adversely affect our business.

 

    We could experience disruption in our supply or delivery chain, which could cause one or more of our customers to halt or delay production.

 

    We are subject to risks associated with the development and implementation of new manufacturing process technology.

 

    Work stoppages or other labor issues at our customers’ facilities or at our facilities could adversely affect our operations.

 

    Changes in the source, cost, availability of and regulations pertaining to raw materials and components may adversely affect our profit margins.

 

    Our business could be materially and adversely affected if we lost any of our largest customers or if they were unable to pay their invoices.

 

    Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.

 

    Changes in our product mix may impact our financial performance.

 

    We may be involved from time to time in legal proceedings and our business may suffer as a result of adverse outcomes of future legal proceedings.

 

    We may have exposure to greater than anticipated tax liabilities.


 

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    Our ability to operate our company effectively could be impaired if we fail to attract and retain key personnel.

 

    A prolonged recession and/or a downturn in our industry could adversely affect our business and require us to seek additional sources of financing to continue our operations.

 

    Impairment charges relating to our assets, goodwill and other intangible assets could adversely affect our financial performance.

 

    We face risks related to our defined benefit pension plans and employee benefit plans, including the need for additional funding as well as higher costs and liabilities.

 

    Increases in IT security threats, the sophistication of computer crime and our reliance on global data centers could expose our systems, networks, solutions and services to risks.

 

    Our business is exposed to risks inherent in international operations.

 

    Our business in China is subject to aggressive competition and is sensitive to economic and market conditions.

 

    We are exposed to exchange rate risks.

 

    We face risks in connection with identifying, completing and integrating acquisitions.

 

    Risks associated with joint venture partnerships and other collaborations may adversely affect our business and financial results.

 

    We are uncertain whether we will be able to obtain the consent of Nissin Kogyo, our ANBS joint venture partner, with respect to the spin-off.

 

    If our patents are declared invalid or our technology infringes on the proprietary rights of others, our ability to compete may be impaired.

 

    We may not be able to respond quickly enough to changes in technology and technological risks and to develop our intellectual property into commercially viable products.

 

    If the rate of consumer acceptance of active safety technology slows or decreases, our business, results of operations and financial condition would be adversely affected.

 

    Our use of open source software may restrict how we use or distribute our products or require that we release the source code of certain products subject to those licenses.

 

    Our business may be adversely affected by laws or regulations, including international, environmental, occupational health and safety or other governmental regulations, including automotive safety regulations.

Risks Related to the Spin-Off

 

    The spin-off may not be completed on the terms or timeline currently contemplated, if at all.

 

    We have no history of operating as an independent, stand-alone company, and our historical and pro forma financial information may not be representative of the results that we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

 

    Our ability to meet our capital needs may be harmed by the loss of financial support from Autoliv and it may be more difficult for us to obtain financing following the spin-off.

 

    As an independent, publicly traded company, we may not enjoy the same benefits that we did as a segment of Autoliv.

 

    The combined post-spin-off value of Autoliv and our common stock may not equal or exceed the pre-separation value of Autoliv common stock.


 

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    We may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely affect our business.

 

    We may be responsible for U.S. federal income tax liabilities that relate to the distribution.

 

    The distribution of shares to stockholders of Autoliv that are tax resident in Sweden may result in taxation on the received dividend.

 

    Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the separation and distribution.

 

    As we build our information technology infrastructure and transition our data to our own systems, we could incur substantial additional costs and experience temporary business interruptions.

 

    Autoliv may fail to perform under various agreements that have or will be executed in connection with the spin-off.

 

    We may fail to have the necessary systems, services, and assets in place at the necessary time.

 

    The spin-off may result in disruptions to, and negatively impact our relationships with, our customers, prospective customers and other business partners.

 

    Potential indemnification liabilities to Autoliv or a refusal of Autoliv to indemnify us pursuant to the Distribution Agreement could materially adversely affect us.

 

    We may be unable to take certain actions after the spin-off because such actions could jeopardize the tax-free status of the spin-off, and such restrictions could be significant.

 

    The spin-off and related transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements.

 

    After the spin-off, certain of our officers and directors may have actual or potential conflicts of interest because of their service as executive officers or directors of Autoliv.

 

    We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements related to the spin-off.

RISKS RELATED TO OUR SECURITIES

Risks Related to Investing in Our Securities

 

    Our board of directors may change significant corporate policies without stockholder approval.

 

    Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

 

    Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for certain disputes.

 

    There is no existing market for our common stock and a trading market that will provide you with adequate liquidity may not develop for our common stock. In addition, once our common stock begins trading, the market price and trading volume of our common stock may fluctuate widely.

 

    Future issuances of common stock by us may cause the market price of our common stock to decline.

 

    Your ownership in our stock may be diluted by additional equity issuances.


 

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    We have no current plans to pay cash dividends on our common stock, and certain factors could limit our ability to pay dividends in the future.

 

    If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

Risks Related to an Investment in our Swedish Depository Receipts (SDRs)

 

    Veoneer SDR holders do not have the same rights as our stockholders.

 

    The trading market for Veoneer SDRs may be limited in the future.


 

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The Spin-Off

Overview

On December 12, 2017, Autoliv announced its intention to separate its Electronics segment into an independent, publicly traded company following the completion of a strategic review by its board of directors.

In advance of the spin-off, Autoliv completed a series of internal transactions, in which it transferred its Electronics business to us. We refer to these transactions as the “internal reorganization.” In connection with the internal reorganization, Autoliv and Veoneer entered into a master transfer agreement to allocate the assets and liabilities between each company as well as a transition services agreement pursuant to which certain services are being provided by each company on an interim basis following the internal reorganization. See “Certain Relationships and Related Persons Transactions.”

Before the spin-off, we will enter into a distribution agreement and several other agreements with Autoliv related to employee, tax and other matters. These agreements will govern the relationship between us and Autoliv after completion of the spin-off and will set forth certain terms, requirements and conditions to the completion of the spin-off. See “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off.”

In order to effect the spin-off, Autoliv will distribute all of the outstanding shares of our common stock on a pro rata basis to the holders of shares of Autoliv’s common stock. We refer to this pro rata distribution as the “distribution,” and we refer to the completion of the separation of the businesses into two independent, publicly traded companies as the “spin-off.”

The distribution of Veoneer common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. In addition, Autoliv has the right to delay or not to complete the spin-off if, at any time prior to the distribution, the board of directors of Autoliv determines, in its absolute and sole discretion, that the spin-off is not then in the best interests of Autoliv or its stockholders or other constituents, that a sale or other alternative is in the best interests of Autoliv or its stockholders or other constituents, or that market conditions or other circumstances are such that it is not advisable at that time to separate Veoneer from Autoliv. See “The Spin-Off—Conditions to the Distribution.”

Capital Injection From Autoliv

In connection with our spin-off from Autoliv, we expect that Autoliv will provide us with total cash liquidity of approximately $1.0 billion (funded through a mixture of new external funding and existing cash at Autoliv). The capital contribution from Autoliv will help fund our planned operations until we reach positive cash flow. The cash will be used for ongoing working capital requirements and capital expenditures and takes into account our on-going investments in joint ventures, particularly Zenuity, as well as certain anticipated business combinations. We will not have additional debt as a result of the transaction with Autoliv.

Questions and Answers about the Spin-Off

The following provides only a summary of the terms of the spin-off. For a more detailed description of the matters described below, see “The Spin-Off.”

 

Q: What is the spin-off?

 

A:

The spin-off is a series of transactions by which Veoneer will separate from Autoliv and become an independent, publicly traded company. In advance of the spin-off, Autoliv completed an internal reorganization to become a separate entity within Autoliv. As part of the spin-off, Autoliv will distribute to



 

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  Autoliv’s stockholders all of the outstanding shares of our common stock. Following the spin-off, Veoneer will be an independent, publicly traded company, and Autoliv will not retain any ownership interest in Veoneer.

 

Q: What will I receive in the spin-off?

 

A: As a holder of Autoliv common stock, you will retain your Autoliv shares and will receive one share of Veoneer common stock for every one share of Autoliv common stock you own as of the common stock record date (defined below). However, if you hold your Autoliv shares via a brokerage account and sell shares of Autoliv common stock in the “regular-way” market (described below) after the common stock record date and on or before the distribution date, you also will be selling the right to receive the shares of our common stock in connection with the spin-off. As a holder of Autoliv SDRs, you will retain your Autoliv SDRs and will receive one Veoneer SDR for every one Autoliv SDR you own as of the SDR record date (defined below). The number of shares of Autoliv common stock or SDRs you own and your proportionate interest in Autoliv will not change as a result of the spin-off. See “The Spin-Off—Manner of Effecting the Spin-Off.”

 

Q: When is the record date for the distribution?

 

A: The record date for the distribution for holders of Autoliv common stock is June 12, 2018 (the “common stock record date”). The record date for the distribution for holders of Autoliv SDRs is July 2, 2018 (the “SDR record date”). The common stock record date and the SDR record date are referred to together as the “record dates.”

 

Q: What is Veoneer?

 

A: Veoneer is currently a wholly-owned subsidiary of Autoliv that comprises Autoliv’s Electronics business. Veoneer’s shares will be distributed to Autoliv stockholders at the time the spin-off is completed. After the spin-off is completed, Veoneer will be an independent, publicly traded company.

 

Q: Why is the separation of Veoneer from Autoliv structured as a spin-off?

 

A: Autoliv determined, and continues to believe, that a spin-off is the most efficient way to accomplish a separation of the Electronics business from Autoliv for various reasons, including: (i) a spin-off is generally expected to be a tax-free distribution of Veoneer common stock to Autoliv stockholders and (ii) a spin-off offers a higher degree of certainty of completion in a timely manner, lessening disruption to current business operations. After consideration of strategic alternatives, Autoliv believes that a tax-free spin-off will enhance the long-term value of both Autoliv and Veoneer See “The Spin-Off—Reasons for the Spin-Off.”

 

Q: Can Autoliv decide to cancel the distribution of our common stock even if all the conditions have been met?

 

A: Yes. The distribution is subject to the satisfaction or waiver of certain conditions. See “The Spin-Off—Conditions to the Distribution.” Even if all conditions to the distribution are satisfied, Autoliv has the legal right to terminate and abandon the distribution at any time prior to the effectiveness of the distribution.

 

Q: What is being distributed in the spin-off?

 

A: Approximately 87 million shares of Veoneer common stock will be distributed in the spin-off, based on the number of shares of Autoliv common stock outstanding as of May 21, 2018, and assuming a distribution ratio of one to one. The actual number of shares of Veoneer common stock to be distributed will be calculated on the common stock record date. The shares of Veoneer common stock to be distributed by Autoliv will constitute all of the issued and outstanding shares of Veoneer common stock immediately prior to the distribution. See “Description of Capital Stock—Common Stock.”

 

Q: When will the distribution occur?

 

A:

The distribution date of the spin-off is June 29, 2018. We expect that it will take the distribution agent, acting on behalf of Autoliv, one business day after the distribution date to fully distribute the shares of



 

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  Veoneer common stock to Autoliv stockholders. We expect that it will take approximately one full trading day after the distribution date for Autoliv SDR holders to receive in their accounts Veoneer SDRs.

 

Q: What do I have to do to participate in the spin-off?

 

A: Nothing. You are not required to take any action, although we urge you to read this entire document carefully. No stockholder approval of the distribution is required or sought. You are not being asked for a proxy. No action is required on your part to receive your shares of Veoneer stock or Veoneer SDRs. You will neither be required to pay anything for the new shares or SDRs nor be required to surrender any shares of Autoliv common stock or SDRs to participate in the spin-off.

 

Q: How will outstanding equity awards held by Autoliv or Veoneer employees be affected as a result of the spin-off?

 

A: The Employee Matters Agreement entered into between Autoliv and Veoneer in connection with the spin-off will generally provide for the conversion of the outstanding awards granted under the Autoliv equity compensation programs into adjusted awards relating to both shares of Autoliv and Veoneer common stock. The adjusted awards generally will be subject to the same or equivalent vesting conditions and other terms that applied to the applicable original Autoliv award immediately before the distribution. See “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off—Employee Matters Agreement.”

 

Q: How will fractional shares be treated in the spin-off?

 

A: Fractional shares of Veoneer common stock will not be distributed. Fractional shares of Veoneer common stock to which Autoliv stockholders of record would otherwise be entitled will be aggregated and sold in the public market by the distribution agent at prevailing market prices. The distribution agent, in its sole discretion, will determine when, how and through which broker-dealers, provided that such broker-dealers are not affiliates of Autoliv or Veoneer, and at what prices to sell these shares. The aggregate net cash proceeds of the sales will be distributed ratably to those stockholders who would otherwise have received fractional shares of Veoneer common stock. See “The Spin-Off—Treatment of Fractional Shares” for a more detailed explanation. Receipt by a stockholder of proceeds from these sales in lieu of a fractional share generally will result in a taxable gain or loss to those stockholders for U.S. federal income tax purposes and Swedish income tax purposes. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to such stockholder’s particular circumstances. We describe the material U.S. federal income tax consequences of the distribution in more detail under “Material U.S. Federal Income Tax Consequences” and the material Swedish income tax consequences of the distribution in more detail under “Material Swedish Income Tax Consequences.”

 

Q: Why has Autoliv determined to undertake the spin-off?

 

A: Autoliv’s board of directors has determined that the spin-off is in the best interests of Autoliv, its stockholders and other constituents because Autoliv believes the spin-off will provide the following key benefits:

 

    Financial Resources. The businesses that Autoliv and Veoneer will separately conduct have very different capital needs, and the spin-off will allow each company to raise and invest capital in its business in a time and manner appropriate for its distinct strategy and business needs. Specifically, the electronics business will no longer have to compete for capital allocation with the passive safety business.

 

    Different Independent Strategic Needs. The spin-off will provide each company with increased flexibility to pursue independent strategic and financial plans and strategic partnerships without having to consider the potential impact on the business of the other company, as well as enable each company to use its stock as currency for acquisitions in the same or ancillary businesses.


 

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    Attraction and Retention of Talent. The businesses that Autoliv and Veoneer will separately conduct have different risk and reward profiles, which results in different work environments and cultures. The spin-off will allow each company to compete more effectively for the best talent in the space in which it operates by implementing a work environment and culture that is oriented to the business it conducts without consideration of the impact of such environment or culture on the business that the other company will be conducting.

 

    Employee Incentives. The spin-off will facilitate incentive compensation arrangements for employees more closely tied to the performance of the relevant company’s business and can thereby enhance employee hiring and retention by, among other things, improving alignment of management and employee incentives with performance and growth objectives.

 

    Enhanced Strategic and Management Focus. The spin-off will allow each company to focus on and more effectively pursue distinct product portfolios, operating priorities and strategies, and markets and marketing strategies, pursue different opportunities for long-term growth and profitability, and align operating priorities and financial objectives with the specific needs of the business it is conducting. The spin-off is intended to allow each company to adapt more quickly to changing markets and customer expectations and dynamics.

 

    Potential Increased Stock Value. The evaluation of separate investment characteristics, including risks, performance, and future prospects of the respective businesses, is expected to enhance the investment opportunities provided to investors by two separate companies. Should that occur, each company would be in a better position to utilize its stock as currency for acquisitions and to incentivize its employees.

 

Q: What are the material U.S. federal income tax consequences of the spin-off?

 

A: The spin-off is conditioned on the receipt of an opinion of Alston & Bird LLP, Autoliv’s U.S. tax counsel, confirming that the distribution, together with certain related transactions, should qualify as a transaction that is tax-free under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986 (the “Code”). Accordingly, for U.S. federal income tax purposes, you generally should not recognize any gain or loss as a result of the distribution, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Veoneer common stock. Although Autoliv has no current intention to do so, such condition is solely for the benefit of Autoliv and its stockholders and may be waived by Autoliv in its sole discretion. The material U.S. federal income tax consequences of the spin-off are described in detail under “Material U.S. Federal Income Tax Consequences.”

 

Q: What are the material Swedish income tax consequences of the spin-off?

 

A: The spin-off is conditioned on the receipt of written advice from Deloitte Sweden, Autoliv’s Swedish tax advisor, regarding the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax exempt for Swedish income tax purposes under the “Lex-ASEA rule.” Although Autoliv has no current intention to do so, such condition is solely for the benefit of Autoliv and its stockholders and may be waived by Autoliv in its sole discretion. The material Swedish tax consequences of the spin-off are described in detail under “Material Swedish Income Tax Consequences.”

 

Q: Will the Veoneer common stock be listed on a U.S. stock exchange?

 

A:

Yes. Although there is not currently a public market for Veoneer common stock, before completion of the spin-off, Veoneer will apply to list its common stock on the New York Stock Exchange (the “NYSE”) under the symbol “VNE.” It is anticipated that trading of Veoneer common stock will commence on a “when-issued” basis on the NYSE at least one trading day prior to the common stock record date. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. “When-issued” trades generally settle within three trading days after the distribution date. On the first trading day following the distribution date, any “when-issued” trading with respect to Veoneer common



 

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  stock will end, and “regular-way” trading will begin. “Regular-way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the second full trading day following the date of the transaction. See “Trading Market.”

 

Q: Will the Veoneer SDRs be listed on Nasdaq Stockholm?

 

A: Yes. Veoneer will apply to list its SDRs on Nasdaq Stockholm under the symbol “VNE SDB.” Trading of Veoneer SDRs on Nasdaq Stockholm is expected to begin on the same day trading of Veoneer common stock begins on the NYSE. There will be no “when-issued” trading in Veoneer SDRs. Autoliv SDR holders that wish to participate in “when-issued” trading will need to cancel their Autoliv SDRs registered with Euroclear in order to trade their underlying shares of Autoliv common stock on the NYSE. See “Trading Market.”

 

Q: Will my shares of Autoliv common stock or my Autoliv SDRs continue to trade?

 

A: Yes. Shares of Autoliv common stock will continue to be listed and trade on the NYSE under the symbol “ALV.” Autoliv’s SDRs will continue to trade on Nasdaq Stockholm under the symbol “ALIV SDB.”

 

Q: If I sell, on or before the distribution date, shares of Autoliv common stock that I held on the common stock record date, am I still entitled to receive shares of Veoneer common stock distributable with respect to the shares of Autoliv common stock I sold?

 

A: Beginning on or shortly before the common stock record date and continuing through the distribution date for the spin-off, Autoliv common stock will begin to trade in two markets on the NYSE: a “regular-way” market and an “ex-distribution” market. If you hold shares of Autoliv common stock in a brokerage account as of the common stock record date and choose to sell those shares in the “regular-way” market after the common stock record date and on or before the distribution date, you will also be selling the right to receive the shares of our common stock in connection with the spin-off. However, if you hold shares of Autoliv common stock as of the common stock record date and choose to sell those shares in the “ex-distribution” market after the common stock record date and on or before the distribution date, you will still receive the shares of our common stock in connection with the spin-off. Autoliv SDRs will continue to trade “regular-way” only.

 

Q: Will the spin-off affect the trading price of my Autoliv common stock?

 

A: Yes. As a result of the distribution, Autoliv expects the trading price of its shares of common stock immediately following the distribution to be lower than the “regular-way” trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the Electronics business. There can be no assurance that the aggregate market value of the Autoliv shares of common stock and our shares of common stock following the spin-off will be higher or lower than the market value of Autoliv shares of common stock if the spin-off and distribution did not occur.

 

Q: What financing transactions or capital injections will be undertaken in connection with the spin-off?

 

A: In connection with our spin-off from Autoliv, we expect that Autoliv will provide us with total cash liquidity of approximately $1.0 billion (funded through a mixture of new external funding and existing cash at Autoliv). The capital contribution from Autoliv will help fund our planned operations until we reach positive cash flow. The cash will be used for ongoing working capital requirements and capital expenditures and takes into account our on-going investments in joint ventures, particularly Zenuity, as well as certain anticipated business combinations. We will not have any additional debt as a result of the transaction with Autoliv.

 

Q: Who will comprise the senior management team and board of directors of Veoneer after the spin-off?

 

A:

Our senior management team will be led by Jan Carlson, as our Chief Executive Officer, Mathias Hermansson as our Chief Financial Officer and Johan Löfvenholm, as our Chief Operating Officer. Our



 

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  board of directors will consist of Jan Carlson, Robert W. Alspaugh, James M. Ringler, Kazuhiko Sakamuto, Wolfgang Ziebart, Mary Cummings, Mark Durcan and Jonas Synnergren. See “Management” for information on our executive officers and board of directors.

 

Q: What will the relationship be between Autoliv and Veoneer after the spin-off?

 

A: Following the spin-off, we will be an independent, publicly traded company, and Autoliv will have no continuing stock ownership interest in us. We entered into a Master Transfer Agreement with Autoliv in connection with completing the internal reorganization pursuant to which various assets, liabilities, rights and obligations were allocated between Autoliv and us. We will also enter into a Distribution Agreement and several other agreements with Autoliv related to employee, tax and other matters. These agreements also will include arrangements with respect to transitional services to be provided between Autoliv and Veoneer after the spin-off. The Master Transfer Agreement and Distribution Agreement provide, in general, that we will indemnify Autoliv against any and all liabilities arising out of our business as constituted in connection with the spin-off, subject to certain exceptions, and any other liabilities and obligations assumed by us, and that Autoliv will indemnify us against any and all liabilities arising out of the businesses of Autoliv as constituted in connection with the spin-off, subject to certain exceptions, and any other liabilities and obligations assumed by Autoliv.

 

Q: What are the risks associated with the spin-off?

 

A: There are a number of risks associated with the spin-off and ownership of our common stock. These risks are discussed under “Risk Factors.”

 

Q: Where can I get more information?

 

A. If you have any questions relating to the mechanics of the distribution, you should contact the distribution agent at:

Computershare Trust Company, N.A.

250 Royall Street, Canton, MA 02021

Attention: Corporate Actions

Phone: 1-800-546-5141(within USA, US territories and Canada)

            1-781-575-2765 (outside USA, US territories and Canada)

            +46 (0)7 712 46400 (SDR holders)

If you have questions relating to the spin-off, you should contact the information agent at:

Georgeson

1290 Avenue of the Americas, 9th Floor, New York, NY 10104

Phone: 866-741-9588

Before completion of the spin-off, if you have any questions relating to the spin-off, you should contact Autoliv at:

Autoliv, Inc.

Investor Relations

Box 70381, 107 24 Stockholm, Sweden

Phone: +46 (0)8 587 20627

After completion of the spin-off, if you have any questions relating to Veoneer, you should contact Veoneer at:

Veoneer, Inc.

Investor Relations

Box 13089, SE-103 02, Stockholm, Sweden

Phone: +46 (0)8 527 76200



 

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Summary of the Spin-Off

 

Distributing Company    Autoliv, Inc., a Delaware corporation. After the distribution, Autoliv will not own any shares of Veoneer common stock.
Distributed Company    Veoneer, Inc., a Delaware corporation. After the spin-off, Veoneer will be an independent, publicly traded company.
Distributed Securities    All of the outstanding shares of Veoneer common stock owned by Autoliv, which will be 100% of the Veoneer common stock issued and outstanding immediately prior to the distribution.
Record Dates    The common stock record date is June 12, 2018. The SDR record date is July 2, 2018.
Distribution Date    The distribution date is June 29, 2018.
Internal Reorganization    As part of the preparation for the spin-off, Autoliv completed an internal reorganization, pursuant to which, among other things and subject to limited exceptions:
  

•   all of the assets and liabilities (including whether accrued, contingent or otherwise, subject to certain exceptions) associated with Autoliv’s Electronics business, which consists of active safety products, restraint control and sensing and braking systems as described herein, were retained by or transferred to us or our subsidiaries; and

  

•   all other assets and liabilities (including whether accrued, contingent or otherwise, subject to certain exceptions) of Autoliv were retained by or transferred to Autoliv or its subsidiaries (other than us and our subsidiaries).

   After completion of the spin-off:
  

•   we will be an independent, publicly traded company and will operate Autoliv’s Electronics business; and

  

•   Autoliv will continue to be an independent, publicly traded company and continue to own and operate its passive safety business.

   For additional information regarding the Master Transfer Agreement, see “The Spin-Off” and “Certain Relationships and Related Persons Transactions—Master Transfer Agreement.”
Distribution Ratio    Each holder of Autoliv common stock will receive one share of Veoneer common stock for every one share of Autoliv common stock held as of the common stock record date.
   However, if a stockholder holds shares of Autoliv common stock via a brokerage account and sells such shares in the “regular-way” market after the common stock record date and on or before the distribution date, such holder will also be selling the right to receive the shares of Veoneer common stock in the distribution. Holders of Autoliv SDRs will receive one Veoneer SDR for every one Autoliv SDR held as of the SDR record date.


 

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   Immediately following the spin-off, Veoneer expects to have approximately 1,500 record holders of shares of common stock and approximately 87 million shares of common stock outstanding, based on the number of stockholders and outstanding shares of Autoliv common stock on May 21, 2018 and the distribution ratio. The actual number of shares to be distributed will be determined on the common stock record date and will reflect any repurchases of shares of Autoliv common stock and issuances of shares of Autoliv common stock in respect of awards under Autoliv equity-based incentive plans between the date the Autoliv board of directors declares the dividend for the distribution and the common stock record date.
The Distribution    On the distribution date, Autoliv will release the shares of Veoneer common stock to the distribution agent for distribution to Autoliv stockholders. The distribution of shares will be made in book-entry form only, which means that no physical share certificates will be issued. It is expected that it will take the distribution agent one business day after the distribution date to issue shares of Veoneer common stock to you by way of direct registration in book-entry form. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Trading of our shares will not be affected during that time. You will not be required to make any payment, surrender or exchange your shares of Autoliv common stock or Autoliv SDRs or take any other action to receive your shares of Veoneer common stock or Veoneer SDRs.
Distribution Agent and Transfer Agent   

Computershare Trust Company, N.A.

Information Agent    Georgeson.
Veoneer SDRs    In the distribution, we expect to deposit all or a portion of the shares of our common stock with Skandinaviska Enskilda Banken AB (publ), or the Custodian, pursuant to a Custodian Agreement between us and the Custodian (the “Veoneer Custodian Agreement”). The Custodian will then issue and deliver Veoneer SDRs representing the shares of our common stock. The Custodian’s business is conducted in accordance with the Swedish Companies Act (2005:551), the Swedish Banking and Financing Business Act (2004:297) and the Swedish Securities Market Act (2007:528). The Custodian (registration number 502032-9081) is a Swedish public limited liability company registered with the Swedish Companies Registration Office on December 29, 1971. The Custodian’s registered office is located at Kungsträdgårdsgatan 8, SE-106 40 Stockholm, Sweden. The shares of our common stock to be deposited with and held by the Custodian will be represented by SDRs and registered in the book-entry system administered by Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) on the VPC accounts designated by the Veoneer SDR holders. No certificates


 

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   representing Veoneer SDRs will be issued. In connection with the spin-off, a Swedish prospectus will be made available to Autoliv SDR holders who will receive Veoneer SDRs in the spin-off. The prospectus will be based on the Registration Statement on Form 10 with some modifications required by Swedish law as well as with a wrap with additional information.
Fractional Shares    The distribution agent will not distribute any fractional shares of Veoneer common stock to Autoliv stockholders. Fractional shares of Veoneer common stock to which Autoliv stockholders of record would otherwise be entitled will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of the sales will be distributed ratably to those stockholders who would otherwise have received fractional shares of Veoneer common stock. Receipt of the proceeds from these sales generally will result in a taxable gain or loss to those stockholders for U.S. federal income tax purposes and Swedish income tax purposes. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to such stockholder’s particular circumstances. The material U.S. federal income tax consequences of the distribution are described in more detail under “Material U.S. Federal Income Tax Consequences.” The material Swedish income tax consequences of the distribution are described in more detail under “Material Swedish Income Tax Consequences.”
Conditions to the Distribution    Completion of the spin-off is subject to the satisfaction or waiver by Autoliv of the following conditions:
  

•   the final approval by the board of directors of Autoliv of the spin-off and all related transactions and the determination of the common stock record date, which approval may be given or withheld in its absolute and sole discretion;

  

•   the completion of the internal reorganization;

  

•   our Registration Statement on Form 10, of which this information statement forms a part, shall have been declared effective by the Securities and Exchange Commission (the “SEC”), no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and this information statement shall have been provided to the Autoliv stockholders;

  

•   the prospectus for our SDRs shall have been approved by and registered with the Swedish Financial Supervisory Authority (“SFSA”);

  

•   Veoneer common stock shall have been approved for listing on the NYSE, subject to official notice of distribution;



 

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•   Veoneer SDRs shall have been approved for listing on Nasdaq Stockholm, subject to customary conditions;

  

•   Autoliv shall have received an opinion from Alston & Bird LLP, in form and substance satisfactory to Autoliv, to the effect that the spin-off, together with certain related transactions, should qualify as a transaction that is tax free under Sections 368(a)(1)(D) and 355 of the Code;

  

•   Autoliv shall have received written advice from Deloitte Sweden to the effect that the spin-off is generally tax exempt for Swedish income tax purposes under the Lex-ASEA rule;

  

•   prior to the distribution date, the Autoliv board of directors shall have obtained an opinion from a nationally recognized valuation firm, in form and substance satisfactory to Autoliv, with respect to the capital adequacy and solvency of Autoliv after giving effect to the spin-off;

  

•   all material governmental approvals and other consents necessary to consummate the spin-off shall have been received;

  

•   no order, injunction or decree issued by any governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the spin-off shall be pending, threatened, issued or in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the spin-off;

  

•   any required actions and filings with regard to state securities and blue sky laws of the U.S. (and any comparable laws under any foreign jurisdictions) will have been taken and, where applicable, will have become effective or been accepted;

  

•   each of the Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Amended and Restated Transition Services and the other ancillary agreements shall have been executed by each party;

  

•   all necessary actions shall have been taken to cause the board of directors of Veoneer to consist of the individuals identified in this information statement as directors of Veoneer;

  

•   all necessary actions shall have been taken to cause the officers of Veoneer to be the individuals identified as such in this information statement;

  

•   all necessary actions shall have been taken to adopt the form certificate of incorporation and bylaws filed by Veoneer with the SEC as exhibits to the Registration Statement on Form 10, of which this information statement forms a part; and



 

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•   no other events or developments shall have occurred or failed to occur that, in the judgment of the board of directors of Autoliv, would result in the distribution having a material adverse effect on Autoliv or its stockholders.

   The fulfillment of the foregoing conditions will not create any obligation on the part of Autoliv to effect the spin-off. We are not aware of any material federal, foreign or state regulatory requirements that must be complied with or any material approvals that must be obtained, other than compliance with SEC and SFSA rules and regulations, approval for listing on the NYSE and Nasdaq Stockholm, the approval and publication of the Swedish Prospectus by the SFSA and the declaration of effectiveness of the Registration Statement on Form 10, of which this information statement forms a part, by the SEC, in connection with the distribution. Autoliv has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Autoliv determines, in its sole and absolute discretion, that the spin-off is not then in the best interests of Autoliv or its stockholders or other constituents, that a sale or other alternative is in the best interests of Autoliv or its stockholders or other constituents, or that market conditions or other circumstances are such that it is not advisable at that time to separate Veoneer from Autoliv. For more information, see “The Spin-Off—Conditions to the Distribution.”
Trading Markets and Symbols    We intend to list Veoneer common stock on the NYSE under the ticker symbol “VNE” and our SDRs on Nasdaq Stockholm under the ticker symbol “VNE SDB.” We anticipate that in the U.S., at least one trading day prior to the common stock record date, trading of shares of Veoneer common stock will begin on a “when-issued” basis on the NYSE and will continue up to and including the distribution date, and we expect “regular-way” trading of Veoneer common stock will begin the first trading day after the distribution date. We also anticipate that, at least one trading day prior to the common stock record date, there will be two markets in Autoliv common stock in the U.S.: (i) a “regular-way” market on which shares of Autoliv common stock will trade with an entitlement for the purchaser of Autoliv common stock to shares of Veoneer common stock to be distributed pursuant to the distribution; and (ii) an “ex-distribution” market on which shares of Autoliv common stock will trade without an entitlement for the purchaser of Autoliv common stock to shares of Veoneer common stock pursuant to the distribution. Holders of Autoliv SDRs cannot participate in “when-issued” trading. Autoliv SDR holders that wish to participate in “when-issued” trading will need to cancel their Autoliv SDRs registered with Euroclear in order to trade their underlying shares of Autoliv common stock on the New York Stock Exchange and participate in “when-issued” trading. On Nasdaq Stockholm, trading in Veoneer SDRs is expected to begin on the same day Veoneer common stock begins trading on the NYSE. For more information, see “Trading Market.”


 

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Tax Consequences of the Spin-Off    In connection with the distribution, Autoliv expects to receive an opinion of Alston & Bird LLP, U.S. tax counsel to Autoliv, substantially to the effect that, subject to certain qualifications and limitations, for U.S. federal income tax purposes, the distribution, together with certain related transactions, generally should qualify as a transaction that is tax-free under Sections 368(a)(1)(D) and 355 of the Code. Deloitte Sweden will provide written advice regarding the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax exempt for Swedish income tax purposes under the “Lex-ASEA rule.” See “Material U.S. Federal Income Tax Consequences” and “Material Swedish Income Tax Consequences.”
   Each stockholder is urged to consult his, her or its tax advisor as to the specific tax consequences of the spin-off to such stockholder, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax laws.
Relationship with Autoliv   
After the Spin-Off    We will enter into several agreements with Autoliv related to the spin-off. We entered into the Master Transfer Agreement with Autoliv in connection with the internal reorganization to provide for the allocation between us and Autoliv of assets, liabilities, rights and obligations of the Electronics business. We also entered into a transition services agreement with Autoliv pursuant to which certain services are being provided by each company on an interim basis following the internal reorganization. As part of the spin-off, we will enter into a Distribution Agreement with Autoliv that will establish the rights and obligations between and among the parties following the distribution. We also intend to enter into an Employee Matters Agreement which is intended to set forth the agreements among us and Autoliv concerning certain employee, compensation and benefit-related matters. Further, we intend to enter into a Tax Matters Agreement with Autoliv regarding the sharing of taxes incurred before and after completion of the spin-off, certain indemnification rights with respect to tax matters and certain restrictions on our conduct following the distribution intended to preserve the tax-free status of the spin-off. We also intend to enter into an Amended and Restated Transition Services Agreement with Autoliv pursuant to which certain services will be provided by the parties on an interim basis following the spin-off. We describe these arrangements in greater detail under “Certain Relationships and Related Persons Transactions – Agreements with Autoliv Related to the Spin-Off,” and describe some of the risks of these arrangements under “Risk Factors—Risks Related to the Company – Risks Related to the Spin-Off.”
Financing Transactions    In connection with the spin-off, we anticipate that Autoliv will make a material cash contribution to us that will be sufficient to fund our planned operations through 2022. See “The Spin-Off—Financing Transactions.”


 

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Risk Factors    We face both general and specific risks and uncertainties relating to our business, our relationship with Autoliv and our being an independent, publicly traded company. We also are subject to risks relating to the spin-off. You should carefully read the risk factors set forth in the section entitled “Risk Factors” in this information statement.


 

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Summary Historical and Unaudited Pro Forma Combined Financial Data

The following summary financial data reflect the combined operations of Veoneer. Veoneer derived the summary combined statement of operations data for the fiscal years ended December 31, 2017, 2016 and 2015 and the summary combined balance sheet data as of December 31, 2017 and 2016 as set forth below, from its audited combined financial statements, which are included in the “Index to Financial Statements” section of this information statement. The historical results do not necessarily indicate the results expected for any future period.

The following summary unaudited pro forma financial data has been derived from the historical Combined Financial Statements and the Combined Unaudited Interim Financial Statements of Veoneer included in the “Index to Financial Statements” section of this information statement. The unaudited pro forma balance sheet data gives effect to the spin-off and related transactions described below as if they had occurred on March 31, 2018. The unaudited pro forma statement of operations data for the three months ended March 31, 2018 and year ended December 31, 2017 gives effect to the spin-off and related transactions described below as if they occurred as of January 1, 2017, the first day of the last fiscal year. The unaudited pro forma Combined Financial Statements are for informational purposes only and do not purport to represent what Veoneer’s financial position and results of operations actually would have been had the spin-off and related transactions occurred on the dates indicated, or to project Veoneer’s financial performance for any future period.

To ensure a full understanding of this financial information, you should read the summary combined financial data presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Statements” and the historical combined financial statements and accompanying notes included in the “Index to Financial Statements” section of this information statement.

(in millions)

 

     As of and for the three
months ended March 31,
     As of and for the year ended December 31,  
     Pro Forma
2018
     2018      Pro Forma
2017
     2017      2016      2015  
     (unaudited)      (unaudited)      (unaudited)                       

Operating Results:

                 

Net sales

   $ 594.3      $ 594.3      $ 2,322.2      $ 2,322.2      $ 2,218.3      $ 1,588.6  

Operating (loss)(1)

     (15.6      (16.0      (280.3      (282.7      (24.8      (8.4

Net (loss)

     (36.7      (37.0      (342.1      (344.3      (60.1      (30.0

Net (loss) attributable to controlling interest

     (32.0      (32.3      (214.8      (217.0      (53.1      (30.0

Financial Position:

                 

Total Assets

   $ 2,771.4        1,760.6        N/A        1,662.5        1,739.1        1,059.1  

Total Debt(2)

     (37.3      (60.0      N/A        (62.2      (14.6      (0.0

 

  (1) Includes costs for goodwill impairment of $234.2 in 2017.
  (2) Includes short-term debt and related party long-term debt as of March 31, 2018, related party long-term debt as of December 31, 2017 and related party short-term debt and related party long-term debt as of December 31, 2016.


 

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RISK FACTORS

Owning our common stock involves a high degree of risk. You should consider carefully the following risk factors and all other information contained in this information statement. If any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial but are in fact material, occur, our business, liquidity, financial condition and results of operations could be materially and adversely affected. If this were to happen, the market price of our common stock could decline significantly, and you could lose all or a part of the value of your ownership in our common stock. Some statements in this information statement, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section in this information statement entitled “Special Note About Forward-Looking Statements.”

RISKS RELATED TO THE COMPANY

Risks Related to Our Business

The cyclical nature of automotive sales and production can adversely affect our business.

Our business is directly related to light vehicle production (“LVP”) in the global market and by our customers, and automotive sales and LVP are the most important drivers for our sales. Automotive sales and production are highly cyclical and can be affected by general or regional economic or industry conditions or uncertainty, the level of consumer demand, recalls and other safety issues, labor relations issues, technological changes, fuel prices and availability, vehicle safety regulations and other regulatory requirements, governmental initiatives, trade agreements, political volatility, especially in energy producing countries and growth markets, changes in interest rate levels and credit availability and other factors. At various times some regions around the world may be more particularly impacted by these factors than other regions. Economic declines that result in a significant reduction in automotive sales and production by our customers have in the past had, and may in the future have, a material adverse effect on our business, results of operations and financial condition.

Our sales are also affected by inventory levels of our customers. We cannot predict when our customers will decide to either increase or reduce inventory levels or whether new inventory levels will approximate historical inventory levels. This may exacerbate variability in our sales and financial condition. Uncertainty regarding inventory levels may be exacerbated by consumer financing programs initiated or terminated by our customers or governments as such changes may affect the timing of their sales. Most of our products are technologically complex and innovative and there can be a significant amount of time between design and production. Thus, we are subject to the risk that our customers cancel or postpone a contract in the time period that it takes us to begin production of a particular product.

Changes in automotive sales and LVP and/or customers’ inventory levels will have an impact on our earnings guidance and estimates. In addition, we base our growth projections in part on business awards made by our customers. However, actual production orders from our customers may not approximate the awarded business. Any significant reduction in automotive sales and/or LVP by our customers, whether due to general economic conditions or any other factors relevant to sales or LVP, will likely have a material adverse effect on our business, results of operations and financial condition.

Growth rates in safety content per vehicle, which may be impacted by changes in consumer trends and political decisions, could affect our results in the future.

Vehicles produced in different markets may have various safety content values. For now, our products are typically found in vehicles with higher safety content. Because growth in global LVP is highly concentrated in markets such as China and India, our operating results may suffer if the safety content per vehicle remains low in our growth markets. As safety content per vehicle is also an indicator of our sales development, should recent trends continue, the average value of safety systems per vehicle could decline.

 

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We operate in highly competitive markets.

The markets in which we operate are highly competitive. We compete with a number of companies that design, produce and sell similar products. Among other factors, our products compete on the basis of price, quality, manufacturing and distribution capability, design and performance, technological innovation, delivery and service. Some of our competitors are subsidiaries (or divisions, units or similar) of companies that are larger and have greater financial and other resources than us. Some of our competitors may also have a “preferred status” as a result of special relationships or ownership interests with certain customers. Our ability to compete successfully depends, in large part, on our ability to innovate and manufacture products that have commercial success with consumers, differentiating our products from those of our competitors, delivering quality products in the time frames required by our customers, and achieving best-cost production.

Our ability to maintain and improve existing products, while successfully developing and introducing distinctive new and enhanced products that anticipate changing customer and consumer preferences and capitalize upon emerging technologies will be a significant factor in our ability to be competitive. If we are unsuccessful or are less successful than our competitors in predicting the course of market development, developing innovative products, processes, and/or use of materials or adapting to new technologies or evolving regulatory, industry or customer requirements, we may be placed at a competitive disadvantage. There is a risk that our investments in research and development initiatives will not lead to successful new products and a corresponding increase in revenue. We may also encounter increased competition in the future from existing or new competitors. The inability to compete successfully could have material adverse effect on our business, results of operations and financial condition.

We operate in a developing market that may be subject to greater uncertainty and fluctuations in levels of competition than a more mature market.

The field of active safety is a developing segment in the automotive industry. The number of competitors shows risk of increasing as suppliers from outside the traditional automotive industry, such as Microsoft, Google, Apple, Argo, Uber, Lyft, Samsung, Panasonic, Here, Tesla, Intel, NVIDIA and other technology companies, consider the business opportunities presented by autonomous driving. Products and services provided by companies outside the automotive industry may also reduce demand for our products. For example, there has been an increase in consumer preferences for mobility on demand services, such as car- and ride-sharing, as opposed to automobile ownership, which may result in a long term reduction in the number of vehicles per capita. In most markets, active safety products are considered to be premium equipment rather than standard automotive safety items, which can create significant volatility in demand for certain of our product.

Our products may require significant resources to develop both hardware and software solutions, which are of increasing importance in this area. There is an increasing trend towards partnerships between companies with complementary hardware and software solutions. The high development cost in active safety limits the number of technical solutions that can be pursued by most Tier 1 suppliers, leading to risk of exposure to a disruptive technology different than those being developed by us. A significant part of our business is focused on developing autonomous driving technology, which requires significant amounts of resources devoted to researching and developing innovative products and processes. For example, we have focused significant resources on developing Zenuity, our joint venture with Volvo Cars, which is aimed at developing software solutions for autonomous driving. There is a risk that Zenuity or our other autonomous driving projects will not be able to deliver a competitive product. If we fail to develop and deliver innovative and competitive products, our business, results of operations and financial condition could be materially adversely effected.

Autonomous driving involves complex technology and requires a number of different hardware and software competencies and technologies and there is a risk that these competencies or technologies will not develop at a sufficient pace to address marketplace needs.

Autonomous driving requires various types of sensor technology, including cameras, radar and LIDAR technology as well as software technology to control such sensors. These technologies are under various stages of

 

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development and marketplace acceptance. There is a risk that these technological solutions will not develop at a sufficient pace to gain acceptance with our customers. If we are unable to develop our autonomous driving solutions fast enough to keep pace with the market, our future business prospects, results of operations and financial condition could be materially adversely affected.

There are also challenges to develop autonomous driving solutions that are outside of our control, including regulatory requirements from state and federal agencies, cybersecurity and privacy concerns, product liability concerns and perceptions of drivers regarding autonomous driving capabilities and solutions. There is a risk that these challenges will not be overcome, which could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to protect our proprietary technology and intellectual property rights, which could result in the loss of our rights or increased costs.

We depend on a number of proprietary technologies and intellectual property to develop our products. There is a risk that our products and technology infringe the proprietary rights of others, and that third parties may assert infringement claims against us in the future. Additionally, we and our joint ventures license from third parties proprietary technology covered by patents, and there is a risk that any such patents will be challenged, invalidated or circumvented. Such licenses may also be non-exclusive, meaning our competition may also be able to access such technology. Further, we expect to continue to expand our products and services and may expand into new businesses, including through acquisitions, joint ventures and joint development agreements, which could increase our exposure to patent and other intellectual property claims from competitors and other parties. If claims alleging patent, copyright or trademark infringement are brought against us and are successfully prosecuted against us, they could result in substantial costs. If a successful claim is made against us, our business, results of operation and financial condition could be materially adversely affected. In addition, certain of our products utilize components that are developed by third parties and licensed to us or our joint ventures. If claims alleging patent, copyright or trademark infringement are brought against such licensors and successfully prosecuted, they could result in substantial costs, and we may not be able to replace the functions provided by these licensors. Alternate sources for the technology currently licensed to us or our joint ventures may not be available in a timely manner, may not provide the same functions as currently provided or may be more expensive than products currently used.

We may develop proprietary information through our in-house research and development efforts, consulting arrangements or research collaborations with other entities or organizations. There is a risk that our attempts to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions, with our employees, consultants, contractors, scientific advisors and third parties are unsuccessful. Even if agreements are entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. If we develop an increasing amount of our intellectual property through collaborations and development agreements, more of the technology we depend on could be subject to risks related to protecting these rights. Any of the risks related to our proprietary technology described above could have a material adverse effect on our business, results of operations and financial condition.

The discontinuation, lack of commercial success, or loss of business with respect to a particular vehicle model for which we are a significant supplier could reduce our sales and harm our profitability.

A number of our customer contracts require us to supply a customer’s annual requirements for a particular vehicle model and assembly facilities, rather than for manufacturing a specific quantity of products. Such contracts range from one year to the life of the model, which is generally four to seven years. These contracts are often subject to renegotiation, sometimes as frequent as on an annual basis, which may affect product pricing,

 

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and generally may be terminated by our customers at any time. Therefore, the discontinuation of, the loss of business with respect to, or a lack of commercial success of a particular vehicle model or brand for which we are a significant supplier could reduce our sales and harm our profitability.

We may incur material losses and costs as a result of product liability, warranty and recall claims that may be brought against us or our customers.

We face risks related to product liability claims, warranty claims and recalls in the event that any of our products actually or allegedly are defective, fail to perform as expected or the use of our products results, or is alleged to result, in bodily injury and/or property damage. We may not be able to anticipate all of the possible performance or reliability problems that could arise with our products after they are released to the market. Additionally, increasing regulation and reporting requirements regarding potentially defective products, particularly in the U.S., may increase the possibility that we become involved in additional product liability or recall investigations or claims. There is a risk that our product liability and product recall insurance will not provide adequate coverage against potential claims, such insurance is available in the appropriate markets or that we will be able to obtain such insurance on acceptable terms in the future. There is also a risk that Autoliv or one of our customers may be unable or unwilling to indemnify us for product liability, warranty or recall claims although they are contractually obligated to do so or we may be required to indemnify Autoliv or such customer for such claims, which may significantly increase our exposure and potential loss with respect to any such claims. There is a risk that our current and future investments in our engineering, design, and quality infrastructure will be insufficient and that our products could suffer from defects or other deficiencies or that we will experience material warranty claims or additional product recalls. In the future, we could experience additional material warranty or product liability losses and incur significant costs to process and defend these claims.

Escalating pricing pressures from our customers may adversely affect our business.

The automotive industry has experienced increasingly aggressive pricing pressure from customers for many years. This trend is partly attributable to the major automobile manufacturers’ strong purchasing power. As an automotive component manufacturer, we may be expected to quote fixed prices or be forced to accept prices with annual price reduction commitments for long-term sales arrangements or discounted reimbursements for engineering work. Price reductions may impact our sales and profit margins. Our future profitability will depend upon, among other things, our ability to continuously reduce our cost per unit and maintain our cost structure. Our profitability is also influenced by our success in designing and marketing technological improvements in automotive safety systems. If we are unable to offset continued price reductions, these price reductions could have a material adverse effect on our business, results of operations and financial condition.

We could experience disruption in our supply or delivery chain, which could cause one or more of our customers to halt or delay production.

We, as with other component manufactures in the automotive industry, ship our products to customer vehicle assembly facilities throughout the world on a “just-in-time” basis in order for our customers to maintain low inventory levels. Our suppliers (external suppliers as well as our own production sites) use a similar method in providing raw materials to us. This “just-in-time” method makes the logistics supply chain in our industry very complex and vulnerable to disruptions. Disruptions in our supply chain, such as large recalls or field actions impacting our suppliers, facility closures, strikes, electrical outages, natural disasters or other logistical or mechanical failures, could inhibit our ability to timely deliver on orders. We may experience disruptions if there are delays in customs processing, including if we are unable to obtain government authorization to export or import certain of materials. When we fail to timely deliver, we may have to absorb our own costs for identifying and resolving the ultimate problem as well as expeditiously producing and shipping replacement components or products. Generally, we must also carry the costs associated with “catching up,” such as overtime and premium freight.

 

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Additionally, if we are the cause of a customer being forced to halt production, the customer may seek to recoup all of its losses and expenses from us. These losses and expenses could be very significant and may include consequential losses such as lost profits. Where a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all. Thus, any such supply chain disruptions could severely impact our operations and/or those of our customers and force us to halt production for prolonged periods of time which could expose us to material claims for compensation and have a material adverse effect on our business, results of operations and financial condition.

We are subject to risks associated with the development and implementation of new manufacturing process technology.

We may not be successful or efficient in developing or implementing new production processes. We are continually engaged in the transition from our existing process to the next-generation process technology. This consistent innovation involves significant expense and carries inherent risks, including difficulties in designing and developing next-generation process technologies, development and production timing delays, lower than anticipated manufacturing yields, and product defects and errors. Production issues can lead to increased costs and may affect our ability to meet product demand, which could have a material adverse effect on our business, results of operations and financial condition.

Work stoppages or other labor issues at our customers’ facilities or at our facilities could adversely affect our operations.

Because the automotive industry relies heavily on “just-in-time” delivery of components during the assembly and manufacture of vehicles, a work stoppage at one or more of our facilities could have material adverse effects on the business. Similarly, if any of our customers were to experience a work stoppage, that customer may halt or limit the purchase of our products, or a work stoppage at another supplier could interrupt production at one of our customers’ facilities which would have the same effect. A work stoppage at one or more of our facilities or our customers’ facilities could cause us to shut down production facilities supplying these products, which could have a material adverse effect on our business, results of operations and financial condition.

Changes in the source, cost, availability of and regulations pertaining to raw materials and components may adversely affect our profit margins.

Our business uses a broad range of raw materials and components in the manufacture of our products, many of which are generally available from a number of qualified suppliers. Our industry may be affected from time to time by limited supplies or price fluctuations of certain key components and materials. Price fluctuations may intensify or occur with greater frequency as demand for our principal raw materials and components is significantly impacted by demand in emerging markets. Commercial negotiations with our customers and suppliers may not offset the adverse impact of higher raw material, energy and commodity costs. Even where we are able to pass price increases along to our customer, there may be a lapse of time before we are able to do so such that we must absorb the cost increase. Some of our suppliers may not be able to handle the volatility in commodity costs, which could cause them to experience supply disruptions resulting in delivery or production delays by our suppliers. Risks associated with the cost and availability of raw materials and components could have a material adverse effect on our business, results of operations and financial condition.

The SEC requires companies that manufacture products containing certain minerals and their derivatives that are, known as “conflict minerals,” originating from the Democratic Republic of Congo or adjoining countries to diligence and report the source of such materials. There are significant consequences associated with complying with these requirements, including diligence efforts to determine the sources of conflict minerals used in our products, changes to our processes or supplies as a result of such diligence and our ability to source “conflict free” materials. Accordingly, these rules could have a material adverse effect on our business, results of operations and financial condition.

 

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Our business could be materially and adversely affected if we lost our largest customers or if they were unable to pay their invoices.

We are dependent on a few large customers with strong purchasing power. Business with any given customer is typically split into several contracts (either on the basis of one contract per vehicle model or on a broader platform basis). The loss of business from our major customers (whether by lower overall demand for vehicles, cancellation of existing contracts or the failure to award us new business) could have a material adverse effect on our business, results of operations and financial condition.

Customers may put us on a “new business hold,” which would limit our ability to quote or be awarded all or part of their future vehicle contracts if quality or other issues arise in the vehicles for which we were a supplier. Such new business holds range in length and scope and are generally accompanied by a certain set of remedial conditions that must be met before we are eligible to bid for new business. Meeting any such conditions within the prescribed timeframe may require additional Company resources. A failure to satisfy any such conditions may have a materially adverse impact on our financial results in the long term. Additionally, we have no fixed volume commitments from our customers. Thus, even if we have won a bid for business from a customer there are no guaranteed purchase volumes.

There is a risk that one or more of our major customers could be unable to pay our invoices as they become due or that a customer will simply refuse to make such payments given its financial difficulties. If a major customer would enter into bankruptcy proceedings or similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification, or if a major customer otherwise successfully procures protection against us legally enforcing its obligations, it is likely that we will be forced to record a substantial loss.

Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.

To compete effectively in the automotive supply industry, we must be able to launch new products to meet our customers’ timing, performance and quality standards. Certain state of the art products we launch may need to be developed on an especially accelerated time frame for speed-to-market. There is a risk that we will not be able to install and certify the equipment needed to produce products for new programs in time for the start of production, or that the transitioning of our manufacturing facilities and resources to full production for such new programs will not impact production rates or other operational efficiency measures at our facilities. In addition, there is a risk that our customers will not execute on schedule the launch of their new product programs, for which we might supply products. Additionally, as a “Tier 1” automotive supplier (meaning a company that supplies directly to the automobile manufacturers), we must effectively coordinate the activities of numerous suppliers in order to launch programs successfully. Given the complexity of new program launches, especially involving new and innovative technologies, we may experience difficulties managing product quality, timeliness and associated costs. These risks with new technologies are increased when the customer relationship is new and the customer is subject to the same pressures on product quality and timeliness. In addition, new program launches require a significant ramp up of costs; however, the sales related to these new programs generally are dependent upon the timing and success of the introduction of new vehicles by our customers. Our inability to effectively manage the timing, quality and costs of these new program launches could have a material adverse effect on our business, results of operations and financial condition.

Changes in our product mix may impact our financial performance.

We sell products that have varying profit margins. Our financial performance can be impacted depending on the mix of products we sell during a given period. Our earnings guidance and estimates assume a certain geographic sales mix as well as a product sales mix. There is a risk that the mix of offerings by our customers and demand for such offerings could have an unfavorable impact on revenue. If actual results vary from this projected geographic and product mix of sales, our results of operations and financial condition could be materially adversely affected.

 

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We may be involved from time to time in legal proceedings and our business may suffer as a result of adverse outcomes of future legal proceedings.

We may be from time to time involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may include, without limitation, disputes with our suppliers and customers, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and value added tax (VAT) disputes and employment and tax issues. In such matters, government agencies or private parties may seek to recover from us very large, indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to limit our operations in some way. There is a risk that claims may be asserted against us and their magnitude may remain unknown for long periods of time. These types of lawsuits could require significant management time and attention and a substantial legal liability or adverse regulatory outcome and the substantial expenses to defend the litigation or regulatory proceedings may have a material adverse effect on our customer relationships, business prospects, reputation, operating results, cash flows and financial condition. There is a risk that such proceedings and claims will have a material adverse impact on our profitability and consolidated financial position or that our established reserves or our available insurance will be adequate to mitigate such impact.

We may have exposure to greater than anticipated tax liabilities.

The determination of our worldwide provision for income taxes and other tax liabilities requires estimation and significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. As a multinational corporation, we are subject to tax in multiple U.S. and foreign tax jurisdictions. Our determination of our tax liability is always subject to audit and review by applicable domestic and foreign tax authorities, and we are currently undergoing a number of investigations, audits and reviews by taxing authorities throughout the world. Any adverse outcome of any such audit or review could have a negative effect on our business and the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made. There is a risk that our established reserves, which are based on assumptions and estimates that we believe are reasonable to cover such eventualities, may prove to be insufficient. In addition, our future income taxes could be adversely affected by earnings being lower than anticipated (or by the incurrence of losses) in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items.

Our ability to operate our company effectively could be impaired if we fail to attract and retain key personnel.

We compete in a market that involves rapidly changing technological and other developments, which requires us to attract and employ a workforce with broad expertise and intellectual capital. Our ability to operate our business and implement our strategies effectively depends, in part, on the efforts of our executive officers and other key employees. In addition, our future success will depend on, among other factors, our ability to attract, develop and retain other qualified personnel, particularly engineers and other employees with software and technical expertise. The loss of the services of any of our key employees or the failure to attract or retain other qualified personnel could have a material adverse effect on our business.

A prolonged recession and/or a downturn in our industry could adversely affect our business and require us to seek additional sources of financing to continue our operations, which may not be available to us or be available only on materially different terms than what has historically been available.

Our ability to generate cash from our operations is highly dependent on regional and global economic conditions, automotive sales and LVP. A prolonged downturn in or uncertainty relating to global or regional economic conditions, a downturn in the automotive industry or LVP are conditions that could adversely impact

 

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our business. Such adverse impacts could require us to shut down plants or result in impairment charges, restructuring actions or changes in our valuation allowances against deferred tax assets, which could be material to our financial condition and results of operations. If global economic conditions deteriorate or economic uncertainty increases, our customers and potential customers may experience deterioration of their businesses, which may result in the delay or cancellation of plans to purchase our products.

A prolonged downturn in global economic conditions or LVP would likely result in us experiencing a significantly negative cash flow. Similarly, if cash losses for customer defaults rise sharply, we would experience a negative cash flow. Such negative cash flow could result in our having insufficient funds to continue our operations unless we can procure external financing, which may not be possible. These risks could be exacerbated by instability in the global credit markets and global economic pressure. If external financing is unavailable to us when necessary, we may have insufficient funds to continue our operations.

Impairment charges relating to our assets, goodwill and other intangible assets could adversely affect our financial performance.

If one or more of our customers’ facilities cease production or decrease their production volumes, the assets we carry related to our facilities serving such customers may decrease in value because we may no longer be able to utilize or realize them as intended. Where such decreases are significant, such impairments may have a materially adverse impact on our financial results. Impairment of goodwill and other identifiable intangible assets may result from, among other things, deterioration in our performance and especially the cash flow performance of these goodwill assets, adverse market conditions and adverse changes in applicable laws or regulations. If there are changes in these circumstances or the other variables associated with the estimates, judgments and assumptions relating to the valuation of goodwill, when assessing the valuation of our goodwill items, we may determine that it is appropriate to write down a portion of our goodwill or intangible assets and record related non-cash impairment charges. In the event that we determine that we are required to write-down a portion of our goodwill items and other intangible assets and thereby record related non-cash impairment charges, our business, results of operations and financial condition could be materially adversely effected.

For example, in the fourth quarter of 2017, Veoneer recognized an impairment charge of $234 million, pre-tax, which represented the full goodwill amount related to ANBS. The impairment loss was due to a lower than originally anticipated sales development in ANBS. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We face risks related to our defined benefit pension plans and employee benefit plans, including the need for additional funding as well as higher costs and liabilities.

Our defined benefit pension plans or employee benefit plans may require additional funding or give rise to higher related costs and liabilities which, in some circumstances, could reach material amounts and negatively affect our results of operations. We are required to make certain year-end assumptions regarding our pension plans. Our pension obligations are dependent on several factors, including factors outside our control such as changes in interest rates, the market performance of the diversified investments underlying the pension plans, actuarial data and adjustments and an increase in the minimum funding requirements or other regulatory changes governing the plans. Adverse equity market conditions and volatility in the credit market may have an unfavorable impact on the value of our pension assets and our future estimated pension liabilities. Internal factors such as an adjustment to the level of benefits provided under the plans may also lead to an increase in our pension liability. There are also uncertainties as Veoneer settles certain benefit plan relationships with Autoliv. If these or other internal and external risks were to occur, alone or in combination, our required contributions to the plans and the costs and net liabilities associated with the plans could increase substantially and have a material effect on our business.

 

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Increases in IT security threats, the sophistication of computer crime and our reliance on global data centers could expose our systems, networks, solutions and services to risks.

Our ability to keep our business operating effectively depends on the functional and efficient operation of information technology and telecommunications systems. If we experience a problem with the functioning of an important IT system or a security breach or cyberattack of our IT systems, the resulting disruption could adversely affect our business. We and certain of our third-party vendors collect and store personal information in connection with human resources operations and other aspects of our business. The secure operation of these information technology networks and systems and the proper processing and maintenance of this information are critical to our business operations.

Disruptions and attacks on our IT systems could result in the leakage of our or our customers’ confidential information, including our financial data and intellectual property, improper use of our systems and networks, manipulation and destruction of data, production downtimes and both internal and external supply shortages, which could have a material adverse effect on our business, results of operations and financial condition.

We rely on third parties to provide or maintain some of our IT systems, data centers and related services and do not exercise direct control over these systems. There is a risk that security measures implemented at our own and at third party locations may not be sufficient and that our IT systems, data centers and cloud services are vulnerable to disruptions, including those resulting from natural disasters, cyberattacks or failures in third party-provided services. Cyberattacks have become increasingly frequent, sophisticated and globally widespread and could target software embedded in our products. Embedded software code could be compromised during software development or manufacturing processes or within the car itself. Cyberattacks on our products within the car can lead to malfunction or complete damage of the products, which could result into loss of control of the car and its safety features. To the extent that any disruption or security breach results in a misappropriation, loss or damage to our data, or an inappropriate disclosure of our confidential information or our customer’s information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against us and ultimately harm our business. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

Our business is exposed to risks inherent in international operations.

We currently conduct operations in various countries and jurisdictions, including locating certain of our manufacturing and distribution facilities internationally, which subjects us to the legal, political, regulatory and social requirements and economic conditions in these jurisdictions. International sales and operations subject us to certain risks inherent in doing business abroad, including exposure to local economic and political conditions, foreign tax consequences, issues with enforcing legal agreements, currency controls, imposition of tariffs, and preferences of foreign nations for domestically manufactured products. These risks could have a material adverse effect on our business, results of operation and financial condition.

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act makes broad and complex changes to the Code, including, inter alia, reducing the U.S. federal corporate income tax rate from 35% to 21%, creating new taxes on certain foreign sourced earnings and a new minimum tax calculated on certain U.S. outbound payments. We are still waiting on guidance from the U.S. Treasury Department, based on the statutory language, and it is therefore a risk that such changes will have an adverse effect on our business, results of operations of financial condition. Changes in tax laws or policies by foreign jurisdictions could result in a higher effective tax rate on our worldwide earnings and such change could have a material adverse effect on our business, results of operations and financial condition.

In addition, the current U.S. administration has created uncertainty about the future relationship between the U.S. and certain of its trading partners, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the U.S. and other nations. Policy change or continued uncertainty could depress economic activity and restrict our access to suppliers or customers and could have a material adverse effect on our business, results of operations and financial condition.

 

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Our business in China is subject to aggressive competition and is sensitive to economic and market conditions.

We operate in the highly competitive automotive supply market in China and face competition from both international and smaller domestic manufacturers. We anticipate that additional competitors, both international and domestic, may seek to enter the Chinese market resulting in increased competition. Increased competition may result in price reductions, reduced margins and our inability to gain or hold market share. There have been periods of increased market volatility and moderation in the levels of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced. If we are unable to maintain our position in the Chinese market, the pace of growth slows or vehicle sales in China decrease, our business, results of operations and financial condition could be materially adversely effected.

We are exposed to exchange rate risks.

We have currency exposures related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate. We are particularly vulnerable to a strong U.S. dollar as certain raw materials and components are sourced in U.S. dollars while sales are also currently in other currencies, like the Euro. Our risks include:

 

    transaction exposure, which arises because the cost of a product originates in one currency and the product is sold in another currency;

 

    revaluation effects, which arise from valuation of assets denominated in other currencies than the reporting currency of each unit;

 

    translation exposure in the income statement, which arises when the income statements of non-U.S. subsidiaries are translated into U.S. dollars;

 

    translation exposure in the balance sheet, which arises when the balance sheets of non-U.S. subsidiaries are translated into U.S. dollars; and

 

    changes in the reported U.S. dollar amounts of cash flows.

For example, in 2017 the Company’s gross transaction exposure was approximately $0.8 billion, with a net exposure of $0.6 billion due to counter-flows. The four largest net exposures were the purchase of U.S. Dollar against Korean Won, sale of Euro against Swedish Krona, sale of U.S. Dollar against Chinese Renminbi and sale of U.S. Dollar against Canadian Dollar. Together these currency pairs accounted for approximately 56% of the Company’s net currency transaction exposure. These exchange rate risks could have a material adverse effect on our business, results of operations and financial condition.

We face risks in connection with identifying, completing and integrating acquisitions.

Our business’s growth has been enhanced through strategic opportunities, including acquisitions of businesses, products and technologies, and joint development agreements. We may continue to identify and engage in strategic opportunities. We may not be able to successfully identify suitable acquisition candidates or complete transactions on acceptable terms, integrate acquired operations into our existing operations or expand into new markets. Our failure to identify suitable strategic opportunities may restrict our ability to grow our business. These strategic opportunities also involve numerous additional risks to us and our investors, including risks related to retaining acquired management and employees, difficulties in integrating the acquired technology, products, operations and personnel with our existing business, assumption of contingent liabilities, and potentially adverse financial impact of acquisitions. Consequently, there is a risk that the acquisitions and other transactions may not result in revenue growth, operational synergies or service or technology enhancements, which could have a material adverse effect on our business, results of operations and financial condition.

 

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Risks associated with joint venture partnerships and other collaborations may adversely affect our business and financial results.

Certain of our operations are currently conducted through joint ventures and joint development agreements, and we may enter into additional joint ventures and collaborations in the future. We conduct certain research and product development in collaboration with other companies and organizations. Our joint venture and collaboration partners may at any time have economic, business or legal interests or goals that are inconsistent with our goals or with the goals of the joint venture. Additionally, our products and technologies may from time to time overlap with certain aspects of the technologies developed with our joint venture and collaboration partners which may cause the parties to consider the impact on the agreements. Disagreements with our business partners may impede our ability to maximize the benefits of our partnerships. We may have difficulty resolving disputes with or claims against our joint venture partners, which could lead to us bearing liability for claims that we are not responsible for. Our research and development collaborations may not be successful in developing the intended product or technology. We may decide or be required to pay certain costs or make capital investments to fund the operations of our joint ventures. Our joint venture partners may be unable or unwilling to meet their economic or other obligations under the operative documents, and we may fulfill those obligations alone to ensure the ongoing success of a joint venture or dissolve and liquidate a joint venture. Our interest in a joint venture may be subject to contractual and other limitations and we may be required to seek our partner’s consent to take certain actions with respect to the joint venture or collaboration. The spin-off and related transactions may require us to obtain the consent of certain of our strategic partners pursuant to our agreements with them. Failure to obtain any required consents could jeopardize the continued existence of our joint ventures or strategic collaborations. The above risks, if realized, could have a material adverse effect on our business, results of operations and financial condition.

We are uncertain whether we will be able to obtain the consent of Nissin Kogyo, our ANBS joint venture partner, with respect to the spin-off.

In the case of a change-in-control of one party, the joint venture agreement governing ANBS provides the other party with a right to purchase the other party’s interest in the joint venture or sell its interest to the other party. The spin-off will result in a change-in-control of Veoneer, which will allow our ANBS joint venture partner, Nissin Kogyo, to have the right to purchase our equity interest in ANBS. If this occurs, the joint venture agreement would terminate and our ANBS joint venture would be dissolved. We have asked Nissin Kogyo to agree to refrain from exercising this right and consent to our change-in-control, but Nissin Kogyo has not yet provided its consent or agreement to refrain from exercising its right and we are uncertain whether it will. If Nissin Kogyo elects to exercise its right to purchase our equity interests in the joint venture as a result of the change-in-control, then we would no longer have our brake systems product area, which consists of ANBS. Additionally, we would lose all revenue associated with our brake systems products and may need to make arrangements with customers for any outstanding orders. Our Brake Systems reporting segment would also no longer exist and we would just report financial results in one segment—Electronics. If Veoneer is required to purchase Nissin Kogyo’s interest in the joint venture, Veoneer would be required to utilize a portion of its existing cash liquidity (based on an appraised value of the joint venture that would be conducted) to purchase such interest. The loss of our equity interests in ANBS or the termination of ANBS could have a material adverse effect on our business, results of operations and financial condition. For all additional details, see “Business—Joint Venture Agreements—ANBS Joint Venture Agreement.”

If our patents are declared invalid or our technology infringes on the proprietary rights of others, our ability to compete may be impaired.

We have developed a considerable amount of proprietary technology related to automotive safety systems and rely on a number of patents to protect such technology. Our intellectual property plays an important role in maintaining our competitive position in a number of the markets we serve. In addition to our in-house research and development efforts, we may seek to acquire rights to new intellectual property through corporate acquisitions, asset acquisitions, licensing and joint venture arrangements.

 

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Developments or assertions by or against us relating to intellectual property rights could negatively impact our business. If we are not able to protect our patents, trademarks, or other intellectual property and our proprietary rights and technology against infringement and unauthorized use we could lose those rights and incur substantial costs policing and defending those rights. We also generate license revenue from these patents, which we may lose if we do not adequately protect our intellectual property and proprietary rights. Our means of protecting our intellectual property, proprietary rights and technology may not be adequate, and our competitors may independently develop technologies that are similar or superior to our proprietary technologies, duplicate our technologies, or design around the patents we own or license. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the U.S. If we cannot protect our proprietary technology, we could experience a material adverse effect on our business, results of operations and financial condition.

We may not be able to respond quickly enough to changes in technology and technological risks and to develop our intellectual property into commercially viable products.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our products obsolete or less attractive to our customers. We currently license certain proprietary technology to third parties and, if such technology becomes obsolete or less attractive, those licensees could terminate our license agreements, which could adversely affect our results of operations. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to be competitive. There is a risk that we will not be able to achieve the technological advances that may be necessary for us to be competitive or that certain of our products will become obsolete. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly. As part of our business strategy, we may from time to time seek to acquire businesses or assets that provide us with additional intellectual property. We may experience problems integrating acquired technologies into our existing technologies and products, and such acquired intellectual property may be subject to known or contingent liabilities such as infringement claims. These risks could have a material adverse effect on our business, results of operations and financial condition.

The sale of our active safety products is determined, in part, by consumer acceptance of these technologies. If the rate of consumer acceptance of active safety technology slows or decreases, our business, results of operations and financial condition would be adversely affected.

Our future operating results are dependent on consumer acceptance and adoption of active safety technologies. Market acceptance of active safety technology depends upon many factors, including regulatory requirements and safety standards, cost and driver preferences. If consumer acceptance of active safety technologies does not increase, sales of our products could also be adversely affected.

Some of our products and technologies may use “open source” software, which may restrict how we use or distribute our products or require that we release the source code of certain products subject to those licenses.

Some of our products and technologies may incorporate software licensed under so-called “open source” licenses. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. Additionally, open source licenses typically require that source code subject to the license be made available to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses. These open source licenses typically mandate that proprietary software, when combined in specific ways with open source software, become subject to the open source license. If we combine our proprietary software in such a way with open source software, we could be required to release the source code of our proprietary software. Few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty.

 

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If these risks materialize, they could have a material adverse effect on our business, results of operations and financial condition.

Our business may be adversely affected by laws or regulations, including international, environmental, occupational health and safety or other governmental regulations.

We are subject to various federal, state, local and foreign laws and regulations, including those related to the requirements of environmental, occupational health and safety, financial and other matters. We cannot predict the substance or impact of pending or future legislation or regulations, or the application thereof. The introduction of new laws or regulations or changes in existing laws or regulations, or the interpretations thereof, could increase the costs of doing business for us or our customers or suppliers or restrict our actions and adversely affect our, operating results, cash flows and financial condition. Our operations are subject to environmental and safety laws and regulations governing, among other things, emissions to air, discharges to waters and the generation, handling, storage, transportation, treatment and disposal of waste and other materials. The operation of automotive parts manufacturing facilities entails risks in these areas, and there is a risk that we will incur material costs or liabilities as a result. Additionally, environmental laws, regulations, and permits and the enforcement thereof change frequently and have tended to become increasingly stringent over time, which may necessitate substantial capital expenditures or operating costs or may require changes of production processes.

Due to our global operations, we are also subject to many laws governing our activities in other countries (including, but not limited to, the Foreign Corrupt Practices Act, and other anti-bribery regulations in foreign jurisdictions where we do business, and the U.S. Export Administration Act), which prohibit improper payments to government officials and restrict where and how we can do business, what information or products we can supply to certain countries and what information we can provide to authorities in governmental authorities.

There is a risk that our policies and procedures will not protect us from the reckless acts of our employees or representatives, particularly in the case of recently acquired operations that may not have significant training in applicable compliance policies and procedures. Any costs, liabilities, and obligations that we incur relating to such regulations could have a material adverse effect on our business, results of operations and financial condition.

Our business may be adversely affected by changes in automotive safety regulations or concerns that drive further regulation of the automobile safety market.

Government vehicle safety regulations are a key driver in our business. Historically, these regulations have imposed ever more stringent safety regulations for vehicles. Safety regulations have a positive impact on driver awareness and acceptance of active safety products and technology. These more stringent safety regulations often require vehicles to have more safety content per vehicle and more advanced safety products, including active safety technology, which has thus been a driver of growth in our business.

These regulations are subject to change based on a number of factors that are not within our control, including new scientific or medical data, adverse publicity regarding autonomous vehicles or technology, domestic and foreign political developments or considerations, and litigation relating to our products and our competitors’ products. Changes in government regulations in response to these and other considerations could have a severe impact on our business. If government priorities shift and we are unable to adapt to changing regulations, our business may suffer material adverse effects. The regulatory obligation of complying with safety regulations could increase as federal and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in our industry.

The regulatory obligation of complying with safety regulations could increase as federal and local regulators impose more stringent compliance and reporting requirements in response to product recalls, safety issues and product innovations in our industry. In the U.S., we are subject to the existing Transportation Recall

 

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Enhancement, Accountability and Documentation (TREAD) Act, which requires manufacturers to comply with “Early Warning” requirements by reporting to the National Highway Traffic Safety Administration (“NHTSA”) information related to defects or reports of injury related to their products. TREAD imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injury. In addition, the National Traffic and Motor Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with federal motor vehicle safety standards. The U.S. Department of Transportation issued regulations in 2016 that require manufacturers of certain autonomous vehicles to provide documentation covering specific topics to regulators, such as how automated systems detect objects on the road, how information is displayed to drivers, what cybersecurity measures are in place and the methods used to test the design and validation of autonomous driving systems.

As our technologies advance and develop beyond traditional automotive products, we may be subject to regulatory regimes beyond traditional vehicle safety rules and requirements. As a result, we may not identify all regulatory licenses or permits required for our products, or our products may operate beyond the scope of the licenses and permits we have obtained. Failing to obtain the required licenses, permits or other regulatory authorizations could result in investigations, fines or other penalties or proceedings. If any of the regulatory risks described above materialized, they could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to the Spin-Off

The spin-off may not be completed on the terms or timeline currently contemplated, if at all.

We are actively engaged in planning for the spin-off from Autoliv. We expect to incur expenses in connection with the spin-off and any delays in the anticipated completion of the distribution may increase these expenses. Unanticipated developments could delay or negatively affect the distribution, including those related to the filing and effectiveness of appropriate filings with the SEC, the listing of our common stock and SDRs on a trading market, obtaining the tax opinion regarding the tax-free nature of the spin-off and receiving any required regulatory approvals. In addition, Autoliv’s board of directors may, in its absolute and sole discretion, decide at any time prior to the consummation of the spin-off not to proceed with the spin-off. Therefore, there is a risk that the spin-off will not be completed. Until the consummation of the spin-off, Autoliv’s board of directors will have the sole and absolute discretion to determine and change the terms of the spin-off, including the establishment of the common stock record date and distribution date or the waiver by Autoliv in its absolute and sole discretion of any conditions.

We have no history of operating as an independent, stand-alone company, and our historical and pro forma financial information and forecasts may not be representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.

Our historical information in this information statement refers to our business as operated by and integrated with Autoliv. Our historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Autoliv. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below.

Prior to the spin-off, our business has been operated by Autoliv as part of its broader corporate organization, rather than as an independent company. Autoliv or one of its affiliates performed various corporate functions for us, such as legal, accounting, treasury, internal auditing, and human resources and also provided our IT and other corporate infrastructure. Our historical and pro forma financial results reflect allocations of corporate expenses from Autoliv for such functions and are likely to be less than the expenses we would have incurred had we

 

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operated as a separate publicly traded company. Following the spin-off, our costs related to such functions previously performed by Autoliv are expected to increase. Autoliv will provide some of these functions to us pursuant to a transition services agreement, as described in “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off.” We will need to make investments to replicate or outsource from other providers certain facilities, systems, infrastructure, and personnel to which we will no longer have access after our spin-off from Autoliv. These initiatives to develop our independent ability to operate without access to Autoliv’s existing operational and administrative infrastructure will have a cost to implement. We may not be able to operate our business efficiently or at comparable costs, and our profitability may decline.

Other significant changes may occur in our cost structure, management, financing and business operations, as compared to the past financial performance of our business, as a result of operating as a company separate from Autoliv. These risks could, individually or in the aggregate, have a material adverse effect on our business, results of operations and financial condition.

Our ability to meet our capital needs may be harmed by the loss of financial support from Autoliv and it may be more difficult for us to obtain financing following the spin-off.

The loss of financial support from Autoliv could harm our ability to meet our capital needs. Autoliv can currently provide certain capital that may be needed in excess of the amounts generated by our operating activities. Prior to the spin-off, Autoliv intends to contribute cash that will fund our operations for approximately four years following the spin-off. There is a risk that Autoliv will not be able to obtain sufficient cash to fund our operations.

After the spin-off, we expect to obtain any funds needed in excess of the amounts contributed by Autoliv and generated by our operating activities through the capital markets, bank financing, strategic relationships or other arrangements. After the completion of the spin-off, the cost of capital for us will be higher than Autoliv’s cost of capital prior to the spin-off. Given the smaller relative size of our company, as compared to Autoliv after the spin-off, we may incur higher debt servicing and other costs relating to new indebtedness than we would have otherwise incurred as a part of Autoliv. As a stand-alone company, the cost of our financing also will depend on other factors such as our performance and financial market conditions generally. Further, there is a risk that we will not be able to obtain capital market financing or credit on favorable terms, or at all, in the future. There is a risk that our ability to meet our capital needs, including servicing our own debt, will be harmed by the loss of financial support from Autoliv, which could have a material adverse effect on our business, results of operations and financial condition.

As an independent, publicly traded company, we may not enjoy the same benefits that we did as a segment of Autoliv.

Currently, our business is integrated with the other businesses of Autoliv. Thus, we have been able to use Autoliv’s size and purchasing power in procuring various goods and services and have shared economies of scope and scale in costs, employees, supplier relationships and customer relationships. Following the spin-off, we will be a smaller and less diversified company than Autoliv, and will not have access to financial and other resources comparable to those of Autoliv prior to the spin-off. As a stand-alone company, we may not have similar diversity or integration opportunities and may not have similar purchasing power or access to capital markets. The transition agreements we will enter into with Autoliv may not fully capture the benefits we have enjoyed as a result of being integrated with Autoliv and may result in us paying higher amounts than in the past for these services. As a stand-alone company, we may be unable to obtain goods and services at the prices and terms obtained prior to the spin-off, which could decrease our overall profitability. This could have a material adverse effect on our business, results of operations and financial condition following the completion of the spin-off.

 

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The combined post-spin-off value of Autoliv and our common stock may not equal or exceed the pre-spin-off value of Autoliv common stock.

As a result of the distribution, Autoliv expects the trading price of Autoliv common stock immediately following the distribution to be lower than the “regular-way” trading price of such common stock immediately prior to the distribution because the trading price will no longer reflect the value of the Electronics business held by us. There is a risk that the aggregate market value of the Autoliv common stock and our common stock following the spin-off may be higher or lower than the market value of Autoliv common stock immediately prior to the spin-off.

We may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely affect our business.

We may not be able to achieve the full strategic and financial benefits expected to result from the spin-off, or such benefits may be delayed or not occur at all. We may not achieve these benefits for a variety of reasons, including, among others:

 

    the actions required to separate Veoneer and Autoliv’s respective businesses could disrupt our and Autoliv’s operations;

 

    certain costs and liabilities that were otherwise less significant to Autoliv as a whole will be more significant for us and Autoliv as stand-alone companies;

 

    the spin-off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business;

 

    we will incur costs in connection with the transition to being a stand-alone public company that will include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning Autoliv personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems;

 

    following the spin-off, we may be more susceptible to market fluctuations and other adverse events than if it were still a part of Autoliv;

 

    following the spin-off, our business will be less diversified than Autoliv’s business prior to the spin-off; and

 

    the other actions required to separate the companies’ respective businesses could disrupt our operations.

If we fail to achieve some or all of the benefits expected to result from the spin-off, or if such benefits are delayed, our business, financial condition and results of operations could be materially adversely effected.

We may be responsible for U.S. federal income tax liabilities that relate to the distribution.

The spin-off is conditioned on the receipt of an opinion of Autoliv’s tax counsel to the effect that the distribution of our common stock, together with certain related transactions, should qualify as a transaction that is tax-free under Sections 368(a)(1)(D) and 355 of the Code. The opinion will be based on and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of Autoliv and the Company, including those relating to the past and future conduct of Autoliv and the Company. If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if Autoliv or the Company breach any of their respective covenants in the spin-off documents, the opinion of counsel may be invalid and the conclusions reached therein could be jeopardized. Notwithstanding the opinion of counsel, the IRS could determine that the distribution, together with certain related transactions, should be treated as a taxable transaction if the IRS determines that any of these representations, assumptions, or undertakings upon which such opinion was based are incorrect or have been violated or if the IRS disagrees with the conclusions in the

 

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opinion of counsel. An opinion of counsel is not binding on the IRS or any court and there is a risk that the IRS not challenge the conclusions reached in the opinion. The IRS will not provide any opinion in advance of the spin-off that our proposed transaction will be tax-free.

If the distribution, together with certain related transactions, failed to qualify as a transaction that is generally tax-free under Sections 368(a)(1)(D) and 355 of the Code, Autoliv would recognize taxable gain as if it had sold our common stock in a taxable sale for its fair market value, Autoliv stockholders who receive our common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares, and we could incur significant liabilities. For more information, please refer to “Material U.S. Federal Income Tax Consequences.” In addition, if the spin-off is not tax-free, Veoneer would be responsible for tax liabilities as allocated by the Tax Matters Agreement. See “Certain Relationships and Related Persons Transactions–Agreements with Autoliv Related to the Spin-Off–Tax Matters Agreement.”

Even if the spin-off otherwise qualifies as a tax-free transaction for U.S. federal income tax purposes, the distribution will be taxable to Autoliv if there are (or have been) one or more acquisitions (including issuances) of our stock or the stock of Autoliv, representing 50% or more, measured by vote or value, of the stock of any such corporation and the acquisition or acquisitions are deemed to be part of a plan or series of related transactions that include the distribution. Any acquisition of our common stock within two years before or after the distribution (with exceptions, including public trading by less-than-5% stockholders and certain compensatory stock issuances) generally will be presumed to be part of such a plan unless that presumption is rebutted. The resulting tax liability would be substantial, and under U.S. Treasury regulations, each member of the Autoliv group at the time of the spin-off (including us and our subsidiaries) would be jointly and severally liable for the resulting U.S. federal income tax liability.

We will agree to not enter into certain transactions that could cause any portion of the spin-off to be taxable to Autoliv, including under Section 355(e) of the Code. Pursuant to the Tax Matters Agreement, we also will agree to indemnify Autoliv for any tax liabilities resulting from such transactions or other actions we take, and Autoliv will agree to indemnify us for any tax liabilities resulting from transactions entered into by Autoliv. These obligations may discourage, delay or prevent a change of control of our company, which could have a materially adverse effect on our business. For additional details, see “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off—Tax Matters Agreement.”

The distribution of shares to stockholders of Autoliv that are tax resident in Sweden may result in taxation on the received dividend.

Unless waived by Autoliv, the spin-off is conditioned on the receipt of advice from our Swedish tax advisors that the distribution of our common stock should be tax exempt under the “Lex - ASEA rule.” This advice is not binding on the Swedish Tax Agency (Skatteverket). Accordingly, the Swedish Tax Agency may reach conclusions with respect to the spin-off that are different from the conclusions reached in the advice from our tax advisors. This advice will be based on certain factual statements and representations, which, if incomplete or untrue in any material respect, could alter the conclusions.

If the distribution fails to be tax exempt under the “Lex - ASEA rule,” individuals and limited liability companies that are stockholders in Autoliv would be subject to Swedish tax on the receipt of stock as a taxable dividend. If the distribution is taxable, for individuals, all capital income such as dividends and capital gains are taxed in the capital income category subject to a 30 percent tax rate. For limited liability companies all income, including taxable capital gains and dividends, is generally taxed as income from business operations at a rate of 22 percent. Stockholders other than individuals and limited liability companies would be subject to tax depending on, inter alia, the legal and tax characteristics of the stockholder from a Swedish perspective. Neither Autoliv nor we should be subject to tax even if the “Lex - ASEA rule” does not apply. For more information, please refer to “Material Swedish Tax Consequences.”

 

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Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the spin-off and distribution.

Our financial results previously were included within the consolidated results of Autoliv. Thus, we were not directly subject to reporting and other requirements of the U.S. Securities Exchange Act of 1934, as amended, or Exchange Act. As a result of the spin-off, we will be directly subject to reporting and other obligations under the Exchange Act. Beginning with our Annual Report on Form 10-K for fiscal year 2019, we will be required to fully comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. These reporting and other obligations may place significant demands on management, administrative and operational resources, including accounting systems and resources.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. Under the Sarbanes-Oxley Act, we are required to maintain effective disclosure controls and procedures and internal controls over financial reporting. We may need to upgrade our systems, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff due to these requirements. It is likely we will incur additional annual expenses for the purpose of addressing these requirements. If we are unable to implement these systems and processes in a timely and effective fashion, our ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business, results of operations and financial condition.

We could incur substantial additional costs and experience temporary business interruptions as we install and implement our information technology infrastructure and transition our data to our own systems.

In connection with the spin-off, we will install and implement information technology infrastructure to support certain of our business functions, including accounting and reporting, manufacturing process control and distribution. We may incur temporary interruptions in business operations if we cannot transition effectively from Autoliv’s existing transactional and operational systems, data centers and the transition services that support these functions as we replace these systems. We may not be successful in implementing our new systems and transitioning data, and may incur substantially higher costs for implementation than currently anticipated. Our failure to avoid operational interruptions as we implement the new systems and replaces Autoliv’s information technology services, or our failure to implement the new systems and replace Autoliv’s services successfully, and any substantially higher costs could disrupt our business and have a material adverse effect on our business, financial condition and results of operations.

Autoliv may fail to perform under various agreements that have or will be executed in connection with the spin-off.

In connection with the internal reorganization and spin-off, we will enter into a Master Transfer Agreement, Distribution Agreement and Transition Services Agreement with Autoliv and will also enter into various other agreements, including a Tax Matters Agreement and an Employee Matters Agreement. The Master Transfer Agreement, the Distribution Agreement and the Tax Matters Agreement and the Employee Matters Agreement will determine the allocation of assets and liabilities between the companies following the completion of the spin-off and will include any necessary indemnifications related to liabilities and obligations. The Transition Services Agreement will provide for the performance of certain services by each company for the benefit of the other for a limited period of time after the internal reorganization and the spin-off, as applicable. We will rely on Autoliv to satisfy its performance and payment obligations under these agreements. If Autoliv is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses.

 

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We may fail to have the necessary systems, services, and assets in place at the necessary time.

Historically, we have relied on financial, administrative and other resources of Autoliv to operate our business. We are in the process of creating our own, or engaging third parties to provide, systems and services to replace many of the systems and services that Autoliv currently provides to us and/or will provide to us under the Transition Services Agreement. However, we may not be successful in timely implementing these systems and services or in transitioning from Autoliv’s systems to our own systems, and may pay more for such systems and services that we currently pay or that we will pay under the Transition Services Agreement. For a more detailed description, see “Certain Relationships and Related Persons Transactions—Transition Services Agreement” The services provided under the Transition Services Agreement may not be sufficient to meet our actual needs. In addition, we may face difficulty in separating our assets from those of Autoliv and acquiring assets and resources necessary to operate our business. Any failure or significant downtime in our administrative or other systems, or lack of necessary assets and resources, could have a material adverse effect on our business, results of operations and financial condition.

The spin-off may result in disruptions to, and negatively impact our relationships with, our customers, prospective customers and other business partners.

Uncertainty related to the proposed spin-off may lead customers and other parties with which we currently do business or may do business in the future to terminate or attempt to negotiate changes in our existing business relationships, or cause them to consider entering into business relationships with parties other than us. These disruptions could have a material adverse effect on our business, results of operations and financial condition. The effect of such disruptions could be exacerbated by any delays in the completion of the spin-off.

Moreover, some of our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability on a stand-alone basis is sufficient to satisfy their requirements for doing or continuing to do business with them. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, results of operations and financial condition.

Potential indemnification liabilities to Autoliv or a refusal of Autoliv to indemnify us pursuant to the Distribution Agreement could materially adversely affect us.

The Distribution Agreement with Autoliv will provide for, among other things, the principal corporate transactions required to effect the distribution, certain conditions to the distribution and provisions governing the relationship between us and Autoliv with respect to and resulting from the completion of the spin-off. The Distribution Agreement will also provide for indemnification obligations designed to make the Company financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the completion of the internal reorganization, as well as those obligations of Autoliv assumed by us pursuant to the Master Transfer Agreement; provided, however, certain warranty, recall and product liabilities for Electronics products manufactured prior to the completion of the internal reorganization will be retained by Autoliv and Autoliv will indemnify us for any losses associated with such warranty, recall or product liabilities. If we are required to indemnify Autoliv under the circumstances set forth in the Distribution Agreement, we may be subject to substantial liabilities. See “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off.”

We may be unable to take certain actions after the spin-off because such actions could jeopardize the tax-free status of the spin-off, and such restrictions could be significant.

To preserve the tax-free treatment of the spin-off, for the initial two-year period following the spin-off, we are prohibited, except in limited circumstances, from taking or failing to take certain actions that would prevent the spin-off and related transactions from being tax-free, including: (1) entering into any transaction pursuant to which

 

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our stock would be acquired, whether by merger or otherwise; (2) issuing any equity securities or securities that could possibly be converted into our equity securities; (3) selling or otherwise disposing of substantially all of our assets; or (4) repurchasing our equity securities. These restrictions may limit our ability to issue equity and to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. In addition, if we take, or fail to take, actions that prevent the spin-off and related transactions from being tax-free, we could be liable for the adverse tax consequences resulting from such actions. For a more detailed description, see “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off—Tax Matters Agreement.”

The spin-off and related transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements.

The spin-off could be challenged under various state and federal fraudulent conveyance laws. An unpaid creditor or an entity vested with the power of such creditor (such as a trustee or debtor-in-possession in a bankruptcy) could claim that Autoliv did not receive fair consideration or reasonably equivalent value in the spin-off, and that the spin-off left Autoliv insolvent or with unreasonably small capital or that Autoliv intended or believed it would incur debts beyond its ability to pay such debts as they mature. If a court were to agree with such a plaintiff, then such court could void the spin-off as a fraudulent transfer and could impose a number of different remedies, including without limitation, returning our assets or your shares in our company to Autoliv or providing Autoliv with a claim for money damages against us in an amount equal to the difference between the consideration received by Autoliv and the fair market value of our company at the time of the spin-off. No assurance can be given as to what standard a court would apply to determine insolvency or that a court would determine that Autoliv was solvent at the time of or after giving effect to the spin-off, including the distribution of our common stock.

After the spin-off, certain of our officers and directors may have actual or potential conflicts of interest because of their service as executive officers or directors of Autoliv.

Certain of our directors and officers may own Autoliv common stock and equity awards if they previously served in positions with Autoliv. Following the spin-off, even though our board of directors will consist of a majority of directors who are independent, some of our directors may continue to have a financial interest in Autoliv common stock and equity awards. Continuing ownership of Autoliv common stock and equity awards, or service as a director at both companies could create, or appear to create, potential conflicts of interest for our directors and officers with prior or continuing positions with Autoliv if we have disagreements with Autoliv about the agreements between us that continue or face decisions that could have different implications for us and Autoliv.

We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements related to the spin-off.

We expect that the agreements related to the spin-off, including the Master Transfer Agreement, the Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and any other agreements, will be negotiated in the context of our spin-off from Autoliv while we are still part of Autoliv. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of the agreements being negotiated in the context of our spin-off are related to, among other things, allocations of assets and liabilities, rights and indemnification and other obligations between Autoliv and us. To the extent that certain terms of those agreements provide for rights and obligations that could have been procured from third parties, we may have received better terms from third parties. There is a risk that we may incur greater costs or be subject to greater potential liability pursuant to our agreements with Autoliv for certain rights and obligations that could have been procured from unaffiliated third parties. See “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off.”

 

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RISKS RELATED TO OUR SECURITIES

Risks Related to Investing in Our Securities

Our board of directors may change significant corporate policies without stockholder approval.

Our financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies could have a material adverse effect on our business, results of operations, financial condition, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our certificate of incorporation and bylaws will contain provisions that may make the merger or acquisition of the Company more difficult without the approval of our board of directors. Among other things:

 

    although we will not have a stockholder rights plan, our certificate of incorporation would allow 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;

 

    we will 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;

 

    our board of directors will be 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;

 

    our certificate of incorporation and bylaws will permit only our board of directors to call special meetings of stockholders;

 

    our certificate of incorporation and bylaws will not permit stockholder action by written consent; and

 

    our bylaws will 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.

Further, as a Delaware corporation, we are subject to provisions of Delaware law, which may impair a takeover attempt that our stockholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of the Company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our current or former directors, officers or stockholders

Our certificate of incorporation will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action

 

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or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our stockholders, directors, officers or other employees to us or to our stockholders, (iii) any action asserting a claim arising out of or pursuant to the Delaware General Corporation Law, (iv) the certificate of incorporation or amended and bylaws, or (v) any action asserting a claim government by the internal affairs doctrine. At our first annual meeting of stockholders following the spin-off, we intend to ask our stockholders to vote on whether to keep this provision in our certificate of incorporation. This choice of forum provision may only be amended by the affirmative vote of at least 80% of the voting power of all the outstanding shares of common stock entitled to vote, which may have the effect of making this provision difficult to repeal by our stockholders. Any person or entity purchasing or otherwise holding any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provision in our restated certificate of incorporation related to choice of forum. This provision may have the effect of discouraging lawsuits against our directors, officers or employees by limiting our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes.

There is no existing market for our common stock and a trading market that will provide you with adequate liquidity may not develop for our common stock. In addition, once our common stock begins trading, the market price and trading volume of our common stock may fluctuate widely.

There is no current trading market for our common stock. Our common stock distributed in the spin-off will be trading publicly for the first time. We expect that a limited trading market for our common stock, commonly known as a “when-issued” trading market, will develop in the U.S. at least one trading day prior to the common stock record date, and we expect “regular-way” trading of our common stock will begin the first trading day after the distribution date. There is a risk that an active trading market for our common stock will not develop or be sustained in the future. The lack of an active trading market may make it more difficult for you to sell your shares and could lead to our share price being depressed or more volatile.

For many reasons, including the risks identified in this information statement, the market price of our common stock following the spin-off may be more volatile than the market price of Autoliv common stock before the spin-off. These factors may result in short-term or long-term negative pressure on the value of our common stock.

We cannot predict the prices at which our common stock may trade after the spin-off. The market price of our common stock may fluctuate significantly, depending upon many factors, some of which may be beyond our control, including, but not limited to:

 

    a shift in our investor base;

 

    our quarterly or annual earnings, or those of comparable companies;

 

    actual or anticipated fluctuations in our operating results;

 

    our ability to obtain financing as needed;

 

    changes in laws and regulations affecting our business;

 

    changes in accounting standards, policies, guidance, interpretations or principles;

 

    announcements by us or our competitors of significant investments, acquisitions or dispositions;

 

    the failure of securities analysts to cover our common stock after the spin-off;

 

    changes in earnings estimates by securities analysts or our ability to meet those estimates;

 

    the operating performance and stock price of comparable companies;

 

    overall market fluctuations;

 

    a decline in the automotive markets; and

 

    general economic conditions and other external factors.

 

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Future issuances of common stock by us may cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, could substantially decrease the market price of our common stock. Upon consummation of the spin-off, substantially all of the outstanding shares of our common stock will be available for resale in the public market. The market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.

In connection with the spin-off, we expect to adopt an equity incentive plan in which our employees, non-employee directors and other service providers may participate, under which an aggregate of 3,000,000 shares of our common stock will be available for future issuance, plus a number of shares to satisfy equity-based awards that are outstanding under Autoliv’s Amended and Restated Stock Incentive Plan on the distribution date that will be converted into awards that will be exercisable for shares of our common stock. The number of shares subject to such converted awards will be based on a 5-day average closing price before and after the spin-off. The actual number of shares of the Company’s common stock subject to converted awards is therefore not determinable until after the spin-off. See “The Spin-Off—Treatment of Outstanding Equity Awards.” We will file a registration statement on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our equity incentive plan. Accordingly, shares registered under such registration statements will be available for sale in the open market.

Your ownership in our stock may be diluted by additional equity issuances.

Your percentage ownership in our common stock could be diluted in the future as a result of equity issuances for acquisitions, capital market transactions or otherwise, including any equity awards that we grant to our directors, officers and employees. Such awards could have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. In addition, our Certificate of Incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights as our board of directors generally may determine. The terms of one or more classes or series of preferred shares could dilute the voting power or reduce the value of our common stock.

We have no current plans to pay cash dividends on our common stock, and certain factors could limit our ability to pay dividends in the future.

The declaration, amount and payment of any future dividends on shares of common stock will be at the absolute and sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of indebtedness we or our subsidiaries incur in the future. We have no current plans to pay any cash dividends.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our common stock or our industry, or the shares of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our common stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose viability in the market, which in turn could cause our share price or trading volume to decline.

 

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Risks Related to an Investment in our SDRs

Veoneer SDR holders do not have the same rights as our stockholders.

A Veoneer SDR holder will not have equivalent rights as our holders of common stock, whose rights are governed by U.S. federal law and the Delaware General Corporation Law. The rights of Veoneer SDR holders will be set forth and described in to the General Terms and Conditions for Swedish Depository Receipts in Veoneer (the “General Terms and Conditions”). Although the General Terms and Conditions will generally allow Veoneer SDR holders to vote in general meetings of stockholders or to be entitled to dividends as if they held our shares of common stock directly, the rights of Veoneer SDR holders differ in some instances from the rights of Veoneer stockholders. In particular, Veoneer SDR holders do not have the ability to nominate directors for election or bring proposals before our annual meeting to the extent provided for in our governing documents or by applicable U.S state or federal law. Additionally, Veoneer SDR holders may not be able to enforce their rights under the General Terms and Conditions in relation to their SDRs in the same manner as one of our stockholders could with respect to our shares of common stock under applicable U.S. law.

The trading market for Veoneer SDRs may be limited in the future.

There is no current trading market for Veoneer SDRs. There is a risk that a trading market for Veoneer SDRs will not develop or be sustained in the future. Veoneer SDRs that will be traded in Stockholm are not equivalent to a Swedish security being traded on Nasdaq Stockholm. Specifically, Veoneer SDRs represent shares of a U.S. company and are not themselves shares of stock. The lack of an active trading market may make it more difficult for you to sell your Veoneer SDRs and could lead to the price of Veoneer SDRs being depressed or more volatile.

 

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This information statement contains statements that are not historical facts but rather forward-looking statements. Such forward-looking statements include those that address activities, events or developments that Veoneer or its management believes or anticipates may occur in the future. All forward-looking statements including without limitation, statements regarding management’s examination of historical operating trends and data, estimates of future sales, operating margin, cash flow, effective tax rate or other future operating performance or financial results, the completion and timing of the proposed spin-off, and the expected strategic operational and competitive benefits of the proposed spin-off are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements.

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

Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation: our spin-off from Autoliv and our ability to operate as a stand-alone public company; our ability to achieve the intended benefits from our spin-off with Autoliv; potential business conflicts of interest with Autoliv; changes in light vehicle production; fluctuation in vehicle production schedules for which the Company is a supplier; changes in general industry and market conditions or regional growth or decline; changes in and the successful execution of our capacity alignment: restructuring and cost reduction initiatives and the market reaction thereto; loss of business from increased competition; higher raw material, fuel and energy costs; changes in consumer and customer preferences for end products; customer losses; changes in regulatory conditions; customer bankruptcies; consolidations or restructuring; or divestiture of customer brands; unfavorable fluctuations in currencies or interest rates among the various jurisdictions in which we operate; component shortages; market acceptance of our new products; costs or difficulties related to the integration of any new or acquired businesses and technologies; continued uncertainty in pricing negotiations with customers; successful integration of acquisitions and operations of joint ventures; successful implementation of strategic partnerships and collaborations; our ability to be awarded new business; product liability, warranty and recall claims and investigations and other litigation and customer reactions thereto; higher expenses for our pension and other postretirement benefits, including higher funding needs for our pension plans; work stoppages or other labor issues; possible adverse results of future litigation, regulatory actions or investigations or infringement claims; our ability to protect our intellectual property rights; tax assessments by governmental authorities and changes in our effective tax rate; dependence on key personnel; legislative or regulatory changes impacting or limiting our business; political conditions; dependence on and relationships with customers and suppliers; and other risks and uncertainties identified under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

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THE SPIN-OFF

Background and Overview

On December 12, 2017, Autoliv announced its intention to spin off its Electronics segment into an independent, publicly traded company called Veoneer following the completion of a strategic review by its board of directors. In preparation for the spin-off, Autoliv completed the internal reorganization, in which it transferred its Electronics business to us. To complete the spin-off, Autoliv will distribute to its stockholders all of the outstanding shares of our common stock. The distribution will occur on the distribution date, which is expected to be June 29, 2018. Each holder of Autoliv common stock will receive one share of Veoneer common stock for every one share of Autoliv common stock held as of the close of business on June 12, 2018, the common stock record date. However, if a holder of Autoliv common stock holds shares via a brokerage account and sells shares in the “regular-way” market after the common stock record date and on or before the distribution date, the holder will also be selling the right to receive the shares of our common stock in connection with the spin-off. Each holder of Autoliv SDRs will receive one Veoneer SDR for every one Autoliv SDR held as of the close of business on July 2, 2018, the SDR record date. Autoliv stockholders will receive cash in lieu of any fractional shares of our common stock that they would have received after application of this ratio. You will not be required to make any payment, surrender or exchange your shares of Autoliv common stock or Autoliv SDRs or take any other action to receive your shares of our common stock or our SDRs in the distribution.

The distribution of our common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. In addition, Autoliv has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Autoliv determines, in its absolute and sole discretion, that the spin-off is not then in the best interests of Autoliv or its stockholders or other constituents, that a sale or other alternative is in the best interests of Autoliv or its stockholders or other constituents or that it is not advisable for us to separate from Autoliv at that time. See “—Conditions to the Distribution.”

Reasons for the Spin-Off

Autoliv’s board of directors believes that separating the Electronics business from Autoliv’s passive safety business is in the best interests of Autoliv and its stockholders for a number of reasons, including:

 

    Financial Resources. The businesses that Autoliv and we will separately conduct have very different capital needs, and the spin-off will allow each company to raise and invest capital in its business in a time and manner appropriate for its distinct strategy and business needs and facilitating a more efficient allocation of capital. Specifically, the electronics business will no longer have to compete for capital allocation with the passive safety business.

 

    Different Independent Strategic Needs. The spin-off will provide each company with increased flexibility to pursue independent strategic and financial plans and strategic partnerships without having to consider the potential impact on the business of the other company, as well as enable each company to use its stock as currency for acquisitions in the same or ancillary businesses. The spin-off will allow each company to adapt more quickly to changing markets and customer expectations and dynamics.

 

    Attraction and Retention of Talent. The businesses that Autoliv and we will separately conduct have different risk and reward profiles, which results in different work environments and cultures. The spin-off will allow each company to compete more effectively for the best talent in the space in which it operates by implementing a work environment and culture that is oriented to the business it conducts without consideration of the impact of such environment or culture on the business that the other company will be conducting. Our operating practices will be focused on agility, collaboration, empowerment and speed in order to compete for the best talent against technology and software development companies.

 

   

Employee Incentives. The spin-off will facilitate incentive compensation arrangements for employees more closely tied to the performance of the relevant company’s business and can thereby enhance

 

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employee hiring and retention by, among other things, improving alignment of management and employee incentives with performance and growth objectives.

 

    Enhanced Strategic and Management Focus. The spin-off will allow each company to focus on and more effectively pursue distinct product portfolios, operating priorities and strategies, markets and marketing strategies and different opportunities for long-term growth and profitability and align with the specific needs of the business it is conducting. Specifically, Autoliv will continue to focus on developing and producing passive safety products. We will pursue growth and innovation in the active safety, electronics and autonomous driving areas. The separation is intended to allow each company to adapt more quickly to changing markets and customer expectations and dynamics.

 

    Potential Increased Stock Value. The evaluation of separate investment characteristics, including risks, performance, and future prospects of the respective businesses, is expected to enhance the investment opportunities provided to investors by two separate companies. Should this occur, each company would be in a better position to utilize its stock as currency for acquisitions and to incentivize its employees.

Autoliv’s board of directors also considered a number of potentially negative factors in evaluating the spin-off, including:

 

    The potential loss of operating synergies from operating as a consolidated entity.

 

    As part of Autoliv, the enterprise technology infrastructure, software, services and financing businesses have historically benefitted from Autoliv’s size and purchasing power in procuring various goods and services. We may also incur costs for certain functions previously performed by Autoliv, such as legal, accounting, treasury, internal auditing, and human resources and information technology and other administrative services, that are higher than the amounts reflected in our historical combined financial statements, which could cause our financial performance to be adversely affected.

 

    We will incur costs in the transition to being a standalone public company, which include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel, costs related to establishing a new brand identity in the marketplace and costs to separate Autoliv’s information systems.

 

    The potential disruptions to our business as a result of the spin-off.

 

    To preserve the tax-free treatment of the separation and the distribution for U.S. federal income tax purposes, under the Tax Matters Agreement that we will enter into with Autoliv, we will be restricted from taking actions that may cause the separation and distribution to be taxable to Autoliv for U.S. federal income tax purposes. These restrictions may limit for a period of time our ability to pursue certain strategic transactions and equity issuances or engage in other transactions that might increase the value of our business.

Autoliv’s board of directors determined that the benefits of establishing us as an independent, publicly traded company outweighed these factors.

The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such benefits, the costs associated with the spin-off could have a material adverse effect on each company individually and in the aggregate. For more information about the risks associated with the spin-off, see “Risk Factors—Risks Related to the Company—Risks Related to the Spin-Off.”

Manner of Effecting the Spin-Off

Internal Reorganization

In preparation for the spin-off, Autoliv and its subsidiaries completed the internal reorganization and transferred to the Company the entities, assets, liabilities and obligations that the Company will hold following

 

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the spin-off. The internal reorganization included stock and asset transfers, dividends, contributions and similar transactions, and included formation of new subsidiaries in U.S. and non-U.S. jurisdictions to own and operate the Electronics businesses in such jurisdictions. Among other things, the internal reorganization resulted in the Company owning, directly or indirectly, the operations comprising, and the entities that conduct, Autoliv’s Electronics business, which has historically operated as a distinct operating segment. See the historical Combined Financial Statements included in this information statement for additional details on the historical assets, liabilities and obligations of the Electronics business.

Distribution of Shares of Our Common Stock

The general terms and conditions relating to the completion of the distribution to effect the spin-off will be set forth in a Distribution Agreement between us and Autoliv. Under the Distribution Agreement, the distribution will be effective on June 29, 2018, the distribution date. As a result of the spin-off, on the distribution date, each holder of Autoliv common stock will receive one share of Veoneer common stock for every one share of Autoliv common stock that he, she or it owns as of 5:00 p.m. Eastern Time, on June 12, 2018, the common stock record date. However, if a holder of Autoliv common stock holds shares via a brokerage account and chooses to sell its shares in the “regular-way” market after the common stock record date and on or before the distribution date, such holder will also be selling the right to receive the shares of Veoneer common stock in connection with the spin-off. The actual number of shares to be distributed will be determined based on the number of shares of Autoliv common stock expected to be outstanding as of the common stock record date and will be reduced to the extent that cash payments are to be made in lieu of the issuance of fractional shares of our common stock. The actual number of shares of our common stock to be distributed will be calculated on the common stock record date. The shares of our common stock to be distributed by Autoliv will constitute all of the issued and outstanding shares of our common stock immediately prior to the distribution. The distribution will not affect the number of outstanding shares of Autoliv common stock or any rights of Autoliv stockholders. We intend for Computershare Trust Company, N.A., or Computershare, to serve as the settlement and distribution agent in connection with the distribution. The address for Computershare is 250 Royall Street, Attention: Corporate Actions, Canton, MA, 02021.

On the distribution date, Autoliv will release the shares of our common stock to our distribution agent to distribute to Autoliv stockholders. If you own shares of Autoliv common stock as of the close of business on the common stock record date for the distribution, shares of our common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration in book-entry. If you are a registered holder, Computershare will mail you a direct registration account statement that reflects your shares of the Company’s common stock. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Book-entry form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. It may take the distribution agent up to one week to issue shares of our common stock to registered Autoliv stockholders by way of direct registration in book-entry form.

Commencing on or shortly after the distribution date, if you hold physical stock certificates that represent your shares of Autoliv common stock or “book-entry” shares and you are the registered holder of such shares or the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of Veoneer’s common stock that have been registered in book-entry form in your name.

Swedish Depository Receipts

As of May 21, 2018 there were 63,944,179 Autoliv SDRs outstanding, each representing one share of Autoliv common stock. Each Autoliv SDR was issued under the General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc. effective as of March 23, 2016, and the Custodian Agreement dated as of April 28, 1997, among Autoliv, Inc. and Skandinaviska Enskilda Banken AB (publ) serving as custodian (the

 

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“Autoliv Custodian”) and represents to the registered holders of such Autoliv SDRs, one share of Autoliv common stock (each a “Deposited Share”) deposited with the Autoliv Custodian.

We will establish a SDR program (the “Veoneer SDR Program”) pursuant to a Custodian Agreement, which is to be entered into among Veoneer and Skandinaviska Enskilda Banken AB (publ), as custodian (the “Veoneer Custodian”). The general terms and conditions for Veoneer SDRs will be agreed upon with the Veoneer Custodian. At the distribution of shares of Veoneer’s common stock, Autoliv will deliver through its custodian the shares of Veoneer common stock deliverable in the form of Veoneer SDRs with respect to the Deposited Shares held by the Autoliv Custodian on behalf of Autoliv SDR holders. Subject to compliance with the provisions of the Veoneer Custodian Agreement and the Autoliv Custodian Agreement, the Veoneer Custodian will issue the pro rata amount of Veoneer SDRs to the holders of Autoliv SDRs entitled thereto.

It is anticipated that Autoliv SDR holders will be entitled to receive Veoneer SDRs for each Autoliv SDR held as of the SDR record date established by the Autoliv Custodian for the distribution of Veoneer SDRs, with the same ratio as applicable to the distribution of our shares of common stock to holders of Autoliv shares, see “–Distribution of Shares of Our Common Stock.” Autoliv SDR holders will receive cash in lieu of any fractional Veoneer SDRs that they would have received after application of this ratio. In connection with the spin-off, we will make a Swedish prospectus available to Autoliv SDR holders entitled to receive Veoneer SDRs in the distribution. The prospectus will be based on the Registration Statement on Form 10 with some modifications required by Swedish law as well with a wrap with additional information.

The last day Autoliv SDRs will represent shares of Autoliv common stock including the right to the distribution of Veoneer SDRs is expected to be June 28, 2018. The first day Autoliv SDRs will represent Autoliv common stock excluding the right to the distribution of Veoneer SDRs is expected to be June 29, 2018. The SDR record date for the right to receive Veoneer SDRs is expected to be July 2, 2018. The date of delivery of Veoneer SDRs to Autoliv SDR holders on the SDR record date is expected to be July 3, 2018. Veoneer SDRs are expected to begin trading on the same day Veoneer common stock begins trading on the NYSE.

Persons holding Autoliv SDRs through a bank, broker or other nominee should contact such entity regarding the receipt of the Veoneer SDRs to which they may be entitled. Autoliv SDRs holders (other than the nominee of The Depository Trust Company) will receive the Veoneer SDRs in book-entry form as soon as practicable after the distribution of our shares of common stock. Autoliv SDR holders will not be charged any fees or expenses in connection with the distribution.

Treatment of Outstanding Equity Awards

The Employee Matters Agreement will generally provide for the conversion of the outstanding awards granted under the Autoliv equity compensation programs into adjusted awards relating to both shares of Autoliv and Veoneer common stock. It is expected that the adjusted awards generally will be subject to the same or equivalent vesting conditions and other terms that applied to the applicable original Autoliv award immediately before the distribution. For more information see “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off—Employee Matters Agreement.”

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock to Autoliv stockholders. Instead, as soon as practicable on or after the distribution date, the distribution agent will aggregate fractional shares of our common stock to which Autoliv stockholders of record would otherwise be entitled into whole shares, sell them in the open market at the prevailing market prices and then distribute the aggregate net sale proceeds ratably to Autoliv stockholders who would otherwise have been entitled to receive fractional shares of our common stock. The amount of this payment will depend on the prices at which the distribution agent sells the

 

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aggregated fractional shares of our common stock in the open market shortly after the distribution date and will be reduced by any amount required to be withheld for tax purposes and any brokerage fees and other expenses incurred in connection with these sales of fractional shares. Receipt of the proceeds from these sales generally will result in a taxable gain or loss to those Autoliv stockholders. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to the stockholder’s particular circumstances. The tax consequences of the distribution are described in more detail under “Material U.S. Federal Income Tax Consequences” and “Material Swedish Income Tax Consequences” below.

Results of the Distribution

After the distribution, we will be an independent, publicly traded company. We will enter into a Distribution Agreement and other related agreements with Autoliv to effect the distribution and provide a framework for Veoneer’s relationship with Autoliv after the spin-off. These agreements, in addition to the Master Transfer Agreement entered into in connection with the internal reorganization, will provide for the allocation between Autoliv and Veoneer of Autoliv’s assets, liabilities and obligations attributable to periods prior to the internal reorganization and will govern the relationship between Veoneer and Autoliv after the spin-off. For a more detailed description of these agreements, see “Certain Relationships and Related Persons Transactions—Agreements Related to the Spin-Off.”

Capital Injection From Autoliv

In connection with our spin-off from Autoliv, we expect that Autoliv will provide us with total cash liquidity of approximately $1.0 billion (funded through a mixture of new external funding and existing cash at Autoliv). The capital contribution from Autoliv will help fund our planned operations until we reach positive cash flow. The cash will be used for ongoing working capital requirements and capital expenditures and takes into account our on-going investments in joint ventures, particularly Zenuity as well as certain anticipated business combinations. We will not have any additional debt as a result of the transaction with Autoliv.

Conditions to the Distribution

The distribution of shares of our common stock by Autoliv is subject to the satisfaction (or waiver by Autoliv in its absolute and sole discretion) of the following conditions:

 

    the final approval by the board of directors of Autoliv of the spin-off and all related transactions and the determination of the common stock record date, which approval may be given or withheld at its absolute and sole discretion;

 

    the completion of the internal reorganization;

 

    the SEC shall have declared effective our Registration Statement on Form 10, of which this information statement is a part, under the Exchange Act, and no stop order relating to the registration statement shall be in effect, and this information statement shall have been provided to Autoliv’s stockholders;

 

    the Swedish Prospectus shall have been approved by and registered with the Swedish Financial Supervisory Authority;

 

    shares of our common stock shall have been accepted for listing on the NYSE and Veoneer SDRs shall have been accepted for listing on Nasdaq Stockholm, subject to customary conditions;

 

    Autoliv shall have received an opinion from Autoliv’s outside U.S. legal counsel regarding the qualification of the distribution, together with certain related transactions, as a transaction that should be generally tax-free, for U.S. federal income tax purposes;

 

    Autoliv shall have received advice from Autoliv’s outside Swedish tax advisor regarding the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax exempt for Swedish income tax purposes under the Lex-ASEA rule;

 

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    prior to the distribution date, Autoliv’s board of directors shall have obtained an opinion from a nationally recognized valuation firm, in form and substance satisfactory to Autoliv, with respect to the capital adequacy and solvency of Autoliv after giving effect to the spin-off;

 

    all material governmental and regulatory approvals necessary to consummate the distribution and to permit the operation of the Electronics business after the spin-off substantially as it is conducted prior to the spin-off have been received and continue to be in full force and effect;

 

    any required actions and filings with regard to state securities and blue sky laws of the U.S. (and any comparable laws under any foreign jurisdictions) will have been taken and, where applicable, will have become effective or been accepted;

 

    no order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the spin-off is in effect, and no other event outside the control of Autoliv has occurred or failed to occur that prevents the completion of the spin-off;

 

    the transaction agreements relating to the spin-off have been duly executed and delivered by the parties;

 

    all necessary actions shall have been taken to cause the board of directors of the Company to consist of the individuals identified in this information statement as directors of the Company;

 

    all necessary actions shall have been taken to cause the officers of the Company to be the individuals identified as such in this information statement;

 

    all necessary actions shall have been taken to adopt the forms of amended and restated certificate of incorporation and bylaws filed by the Company with the SEC as exhibits to the Registration Statement on Form 10, of which this information statement forms a part; and

 

    no other events or developments shall have occurred or failed to occur that, in the judgment of the board of directors of Autoliv, would result in the distribution having a material adverse effect on Autoliv or its stockholders.

Autoliv has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Autoliv determines, in its absolute and sole discretion, that the spin-off is not then in the best interests of Autoliv or its stockholders or other constituents, that a sale or other alternative is in the best interests of determines or its stockholders or other constituents or that it is not advisable for the Electronics business to be separated from Autoliv at that time. In the event the board of directors of Autoliv determines to waive a material condition to the distribution, modify a material term of the distribution or not to proceed with the spin-off, Autoliv intends to promptly issue a press release or other public announcement and file a Current Report on Form 8-K to report such event.

Reasons for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Autoliv stockholders that are entitled to receive shares of our common stock in the spin-off. This information statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities or any securities of Autoliv. We believe that the information in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Autoliv nor we undertake any obligation to update the information except in the normal course of our respective public disclosure obligations.

 

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TRADING MARKET

Market for Our Common Stock

There is currently no public market for our common stock and an active trading market may not develop or may not be sustained. We anticipate that trading of our common stock will commence on a “when-issued” basis on the NYSE at least one trading day prior to the common stock record date and continue through the distribution date. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within three trading days after the distribution date. If you own Autoliv shares as of 5:00 p.m., Eastern Time on the common stock record date, you will be entitled to shares of our common stock distributed pursuant to the spin-off. You may trade this entitlement to shares of our common stock, without the Autoliv shares you own, on the when-issued market. On the first trading day following the distribution date, any when-issued trading with respect to our common stock will end and “regular-way” trading will begin. It is also anticipated that, at least one trading day prior to the common stock record date and continuing up to and including the distribution date, there will be two markets in Autoliv shares in the U.S: (i) a “regular-way” market; and (ii) an “ex-distribution” market. Shares of Autoliv shares that trade on the regular-way market will trade with an entitlement to shares of our common stock distributed pursuant to the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to shares of our common stock distributed pursuant to the distribution. Therefore, if you sell Autoliv shares in the regular-way market up to and including the distribution date, you will be selling your right to receive shares of our common stock in the distribution. However, if you own Autoliv shares as of 5:00 p.m., Eastern Time on the common stock record date and sell those shares on the ex-distribution market up to and including the distribution date, you will still receive the shares of our common stock that you would otherwise receive pursuant to the distribution.

There will not be “when-issued” trading in Veoneer SDRs on Nasdaq Stockholm. Autoliv SDR holders that wish to participate in “when-issued” trading in Veoneer common stock or trade shares in Autoliv common stock with the entitlement to receive Veoneer shares on the “regular-way” market or without the entitlement to receive Veoneer shares on the “ex-distribution” market, would need to cancel their Autoliv SDRs to be able to participate in such trading. The last day Autoliv SDR holders may cancel their SDRs before a stop on cancellations is implemented is expected to be June 20, 2018. The ability to cancel Autoliv SDRs is expected to resume on July 6, 2018. While the stop on cancellations is implemented it will not be possible to cancel Autoliv SDRs. Additionally, a suspension of issuances of Autoliv SDRs is expected to begin on June 8, 2018. Issuances are expected to resume on July 6, 2018. Autoliv SDR holders should contact their banks or brokers well in advance of the common stock record date for further information regarding such SDR cancellation process. It is expected that trading in Veoneer SDRs on Nasdaq Stockholm will begin on July 2, 2018 and the allocation of Veoneer SDRs is expected to be completed on July 3, 2018. If Veoneer SDRs are not available in the accounts of Autoliv SDR holders entitled to receive Veoneer SDRs until July 3, 2018, an Autoliv SDR holder will not be able to sell the Veoneer SDRs he or she is entitled to until the Veoneer SDRs are available in the holder’s securities account.

We intend to list our common stock on the NYSE under the ticker symbol “VNE” and our SDRs on Nasdaq Stockholm under the ticker symbol “VNE SDB,” provided our applications for listing are approved. We will announce our when-issued trading symbol when and if it becomes available.

Neither we nor Autoliv can assure you as to the trading price of Autoliv shares or our common stock after the spin-off, or as to whether the combined trading prices of our common stock and Autoliv shares after the spin-off will equal or exceed the trading prices of Autoliv shares prior to the spin-off. The trading price of our common stock may fluctuate significantly following the spin-off. See “Risk Factors—Risks Related to Our Securities” for more detail.

 

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Transferability of Shares of our Common Stock

The shares of our common stock distributed to holders of shares of Autoliv common stock will be freely transferable without registration under the Securities Act, except for common stock received by persons who may be deemed to be our “affiliates” under the Securities Act. Persons who may be deemed to be our affiliates after the spin-off generally include individuals or entities that control, are controlled by or are under common control with us and may include our directors, executive officers or principal stockholders. Our affiliates will be permitted to sell their common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Rule 144 thereunder.

In the future, we may adopt new equity-based compensation plans and issue stock-based awards. We currently expect to file a registration statement to register shares to be issued under these equity plans. Shares issued pursuant to awards after the effective date of that registration statement, other than shares issued to affiliates, generally will be freely tradable without further registration under the Securities Act.

Except for our common stock distributed in the distribution and employee-based equity awards, none of our equity securities will be outstanding immediately after the spin-off.

Dividend Policy

We have no current plans to pay any cash dividends. The payment of any dividends in the future, and the timing and amount thereof, to our stockholders will fall within the absolute and sole discretion of our board of directors and will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt, industry practice, legal requirements, regulatory constraints, ability to gain access to capital markets and other factors that our board of directors deems relevant. We cannot guarantee that we will pay a dividend in the future and, even if we determine to pay any dividend in the future, there can be no assurance that we will continue to pay any dividends. No dividend has been paid for the fiscal years 2017, 2016 or 2015.

 

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CAPITALIZATION

The following table presents our historical cash and capitalization at March 31, 2018 and our pro forma cash and capitalization at that date reflecting the pro forma adjustments described in the notes to our unaudited pro forma condensed combined balance sheet as if the spin-off and distribution, including any financing transactions that we expect to enter into in connection with the spin-off, had occurred on March 31, 2018. You can find an explanation of the pro forma adjustments made to our historical combined financial statements under “Unaudited Pro Forma Condensed Combined Financial Statements.” You should review the following table in conjunction with our “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined financial statements and accompanying notes included elsewhere in this information statement. See “Index to Financial Statements.”

We are providing the capitalization table below for informational purposes only. It should not be construed to be indicative of our capitalization or financial condition had the spin-off been completed on the date assumed. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we operated as a standalone public company at that date and is not necessarily indicative of our future capitalization or financial position.

 

     As of March 31, 2018 (in
millions)
 
     Historical
(unaudited)
     Pro Forma
(unaudited)
 

Cash and Cash Equivalents

   $ —        $ 1,000.0  
  

 

 

    

 

 

 

Indebtedness:

     

Short-term debt

   $ 23.8      $ 23.8  

Related party long-term debt

     36.2        13.5  
  

 

 

    

 

 

 

Total Indebtedness

   $ 60.0      $ 37.3  
  

 

 

    

 

 

 

Equity:

     

Common stock, par value $1.00 per share on a pro forma basis

     —          87.5  

Additional paid-in capital

     —          1,863.1  

Net parent investment

     917.0        —    

Accumulated other comprehensive income

     0.4        0.4  

Non-controlling interest

     120.5        120.5  
  

 

 

    

 

 

 

Total invested equity

   $ 1,037.9      $ 2,071.5  
  

 

 

    

 

 

 

Total Capitalization

   $ 1,097.9      $ 2,108.8  
  

 

 

    

 

 

 

 

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SELECTED HISTORICAL COMBINED FINANCIAL DATA

(DOLLARS IN MILLIONS)

The following selected financial data reflect the combined operations of Veoneer. Veoneer derived the selected combined statement of operations data for the fiscal years ended December 31, 2017, 2016 and 2015 and the selected combined balance sheet data as of December 31, 2017 and 2016 as set forth below, from its audited combined financial statements, which are included in the “Index to Financial Statements” section of this information statement. Veoneer derived the selected combined income statement data for the fiscal years ended December 31, 2014 and 2013 and the selected combined balance sheet data as of December 31, 2015, 2014 and 2013 from the underlying financial records, which were derived from the financial records of Veoneer and are not included in this information statement. Veoneer derived the selected combined statement of income data for the three months ended March 31, 2018 and 2017 and selected combined balance sheet data as of March 31, 2018, from its unaudited condensed combined financial statements, included elsewhere in this information statement. Veoneer derived the selected combined balance sheet data as of March 31, 2017 from the underlying financial records, which are not included in this information statement. The financial data as of and for the years ended December 31, 2014 and 2013 and as of and for the three months ended March 31, 2018 are unaudited. The unaudited financial data have been prepared on the same basis as the audited combined financial data and, in the opinion of our management, include all adjustments, consisting of only recurring adjustments, necessary for the fair presentation of the data set forth in this information statement. The historical results do not necessarily indicate the results expected for any future period. To ensure a full understanding, you should read the selected combined financial data presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and accompanying notes included in the “Index to Financial Statements” section of this information statement.

 

    As of and for the three months
ended March 31,
    As of and for the Year Ended December 31,  
    2018     2017     2017     2016     2015     2014     2013  
    (unaudited)     (unaudited)                       (unaudited)     (unaudited)  

Operating Results:

             

Net Sales

  $ 594.3     $ 583.3     $ 2,322.2     $ 2,218.3     $ 1,588.6     $ 1,488.9     $ 1,258.6  

Operating Income / (loss)(1)

    (16.0     (10.4     (282.7     (24.8     (8.4     29.6       38.1  

Net Income / (loss)

    (37.0     (22.0     (344.3     (60.1     (30.0     20.7       26.7  

Net Income / (loss) attributable to controlling interest

    (32.3     (19.8     (217.0     (53.1     (30.0     20.7       26.7  

Capital Expenditures

    (30.9     (27.3     (110.0     (102.5     (53.4     (64.1     (57.4

Depreciation and Amortization

    (27.9     (40.4     (118.8     (105.5     (53.1     (45.1     (38.5

Financial Position:

             

Total Assets

    1,760.6       1,726.7       1,662.5       1,739.1       1,059.1       758.0       646.3  

Total Debt(2)

    (60.0     (24.0     (62.2     (14.6     (0.0     (0.4     (0.7

 

(1) Includes costs for goodwill impairment of $234.2 in 2017.
(2) Includes short-term debt and related party long-term debt as of March 31, 2018, related party long-term debt as of December 31, 2017 and related party short-term debt and related party long-term debt as of December 31, 2016.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Condensed Combined Financial Statements illustrate the financial impacts of the spin-off and the related transactions described below. The Unaudited Pro Forma Combined Balance Sheet gives effect to the spin-off and related transactions described below as if they had occurred on March 31, 2018. The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2018 and for the year ended December 31, 2017 give effect to the spin-off and related transactions described below as if they occurred as of January 1, 2017, the first day of the last fiscal year.

The Unaudited Pro Forma Condensed Combined Balance Sheet and Statements of Operations have been derived from the historical Combined Financial Statements and the Unaudited Condensed Combined Financial Statements of Veoneer included in the “Index to Financial Statements” section of this information statement. These adjustments give effect to events that are (i) directly attributable to the distribution and related transaction agreements, (ii) factually supportable, and (iii) with respect to the Statement of Operations, expected to have a continuing impact on Veoneer, such as:

 

    the transfer from Autoliv to Veoneer of the assets and liabilities that comprise Veoneer’s business;

 

    total cash liquidity of $1.0 billion to be provided by Autoliv to us (funded through approximately $700 million of new debt issued by Autoliv for which we have no obligation and approximately $300 million of existing cash at Autoliv). The capital contribution from Autoliv will help fund our planned operations until we reach positive cash flow. The cash will be used for ongoing working capital requirements and capital expenditures and takes into account Veoneer’s on-going investments in joint ventures, particularly Zenuity, as well as certain anticipated business combinations. Veoneer will not have any additional debt as a result of the transaction with Autoliv;

 

    the issuance of approximately 87.5 million Veoneer shares of common stock; and

 

    the impact of the Intercompany Price Reduction Program Agreement; and

 

    the indemnifications as described in the Master Transfer Agreement.

The Unaudited Pro Forma Condensed Combined Financial Statements are for informational purposes only and do not purport to represent what Veoneer’s financial position and results of operations actually would have been had the spin-off and related transactions occurred on the dates indicated, or to project Veoneer’s financial performance for any future period. The Unaudited Pro Forma Condensed Combined Financial Statements are based on information and facts, which are described in the accompanying notes.

The Veoneer historical financial information, which was the basis for the Unaudited Pro Forma Condensed Combined Financial Statements, was prepared on a carve-out basis, as Veoneer was not operated as a separate, independent company for the periods presented. Accordingly, such financial information reflects an allocation of certain corporate costs for corporate administrative services, including general corporate expenses related to tax, treasury, finance, audit, risk management, legal, information technology, human resources, shareholder relations, compliance, shared services, insurance, employee benefits, incentives and stock-based compensation. To operate as an independent public company, we expect to incur costs to replace those services previously provided by Autoliv in addition to incremental standalone costs. Due to the scope and complexity of these activities, the amount and timing of these incremental costs could vary and, consequently, are not included in the pro forma adjustments.

Management assessed the impact of the Transition Services Agreement (TSA), the Tax Matters Agreement, and the Employee Matters Agreement. Due to the variability of the services and related charges, which can vary under the terms of the TSA, as well as the lack of ability to determine the historical allocated costs that the TSA would replace, management determined that any incremental adjustment for the impact of the TSA is not factually supportable.

 

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Autoliv will pay certain non-recurring third-party costs and expenses related to the spin-off. Such non-recurring amounts will include fees for financial advisors, outside legal and accounting fees, costs to separate information technology systems and other similar costs. After the spin-off, each party will generally bear its own costs and expenses.

The Unaudited Pro Forma Condensed Combined Financial Statements reported below should be read in conjunction with the section herein entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical audited combined annual and Unaudited Condensed Combined Financial Statements and the corresponding notes included in the “Index to Financial Statements” section of this information statement.

 

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VEONEER

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

 

(in millions, except share and per share data)    Historical     Pro Forma
Adjustments
         Pro Forma  

Net sales

   $ 2,322.2     $                     $ 2,322.2  

Cost of sales

     (1,856.6     0.1     (F)      (1,856.5
  

 

 

   

 

 

      

 

 

 

Gross profit

     465.6       0.1          465.7  

Selling, general and administrative expenses

     (110.0     1.1     (F)      (108.9

Research, development and engineering expenses, net

     (375.4     1.2     (F)      (374.2

Goodwill, impairment charge

     (234.2          (234.2

Amortization of intangibles

     (37.0          (37.0

Other income, net

     8.3            8.3  
  

 

 

   

 

 

      

 

 

 

Operating loss

     (282.7     2.4          (280.3

Loss from equity method investments

     (30.7          (30.7

Interest income

     0.3            0.3  

Interest expense

     (0.3          (0.3

Other non-operating items, net

     (0.8          (0.8
  

 

 

   

 

 

      

 

 

 

Loss before income taxes

     (314.2     2.4          (311.8

Income tax expense

     (30.1     (0.2   (B)      (30.3
  

 

 

   

 

 

      

 

 

 

Net loss

     (344.3     2.2          (342.1
  

 

 

   

 

 

      

 

 

 

Less: Net loss attributable to non-controlling interest

     (127.3          (127.3
  

 

 

   

 

 

      

 

 

 

Net loss attributable to controlling interest

   $ (217.0   $ 2.2        $ (214.8
  

 

 

   

 

 

      

 

 

 

Loss per share

         

Basic and diluted

     n/a       (C),(D)      (2.45

Weighted-average shares outstanding

     n/a       (C),(D)      87.50  

 

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VEONEER

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

 

(in millions, except share and per share data)    Historical     Pro Forma
Adjustments
         Pro Forma  

Net sales

   $ 594.3     $                     $ 594.3  

Cost of sales

     (482.6     —       (F)      (482.6
  

 

 

   

 

 

      

 

 

 

Gross profit

     111.7       —            111.7  

Selling, general and administrative expenses

     (30.8     0.1    

(F)

     (30.7

Research, development and engineering expenses, net

     (106.1     0.3     (F)      (105.8

Amortization of intangibles

     (5.3          (5.3

Other income, net

     14.5            14.5  
  

 

 

   

 

 

      

 

 

 

Operating loss

     (16.0     0.4          (15.6

Loss from equity method investments

     (14.0          (14.0

Interest income

     0.1            0.1  

Interest expense

     (0.2          (0.2

Other non-operating items, net

     0.1            0.1  
  

 

 

   

 

 

      

 

 

 

Loss before income taxes

     (30.0     0.4          (29.6

Income tax expense

     (7.0     (0.1   (B)      (7.1
  

 

 

   

 

 

      

 

 

 

Net loss

     (37.0     0.3          (36.7
  

 

 

   

 

 

      

 

 

 

Less: Net loss attributable to non-controlling interest

     (4.7          (4.7
  

 

 

   

 

 

      

 

 

 

Net loss attributable to controlling interest

   $ (32.3   $ 0.3        $ (32.0
  

 

 

   

 

 

      

 

 

 

Loss per share

         

Basic and diluted

     n/a       (C),(D)      (0.37

Weighted-average shares outstanding

     n/a       (C),(D)      87.50  

 

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VEONEER

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF MARCH 31, 2018

 

(in millions, except share and per share data)    Historical     

Pro Forma

Adjustments

         Pro Forma  

Assets

          

Cash and cash equivalents

   $ —          $1,000.0     (E)    $ 1,000.0  

Receivables, net

     503.8             503.8  

Inventories, net

     160.7             160.7  

Prepaid expenses and other current assets

     40.8        12.1     (I)      52.9  
  

 

 

    

 

 

      

 

 

 

Total current assets

     705.3        1,012.1          1,717.4  
  

 

 

    

 

 

      

 

 

 

Property, plant and equipment, net

     398.1             398.1  

Investments and other non-current assets

     244.6        (1.3   (B)      243.3  

Goodwill

     291.5             291.5  

Intangible assets, net

     121.1             121.1  
  

 

 

    

 

 

      

 

 

 

Total assets

   $ 1,760.6      $ 1,010.8        $ 2,771.4  
  

 

 

    

 

 

      

 

 

 

Liabilities and equity

          

Accounts payable

   $ 325.3      $        $ 325.3  

Related party payables

     5.6        (0.1   (H),(A)      5.5  

Accrued expenses

     213.2             213.2  

Income tax payable

     42.0             42.0  

Other current liabilities

     35.8             35.8  

Short-term debt

     23.8             23.8  
  

 

 

    

 

 

      

 

 

 

Total current liabilities

   $ 645.7      $ (0.1      $ 645.6  
  

 

 

    

 

 

      

 

 

 

Related party long-term debt

   $ 36.2        (22.7   (H)    $ 13.5  

Pension liability

     14.4             14.4  

Other non-current liabilities

     26.4             26.4  
  

 

 

    

 

 

      

 

 

 

Total non-current liabilities

   $ 77.0      $ (22.7      $ 54.3  
  

 

 

    

 

 

      

 

 

 

Commitments and contingencies

          

Parent Equity

          

Common stock (par value $1.00)

     —          87.5     (G)      87.5  

Additional paid in capital

     —          1,863.1     (E)(G)      1,863.1  

Net parent investment

     917.0        (917.0   (G)      —    

Accumulated other comprehensive income

     0.4             0.4  
  

 

 

    

 

 

      

 

 

 

Total Parent Equity

     917.4        1,033.6          1,951.0  
  

 

 

    

 

 

      

 

 

 

Non-controlling interest

     120.5             120.5  
  

 

 

    

 

 

      

 

 

 

Total Parent Equity and non-controlling interests

     1,037.9        1,033.6          2,071.5  
  

 

 

    

 

 

      

 

 

 

Total liabilities, Parent Equity and non-controlling interests

   $ 1,760.6      $ 1,010.8        $ 2,771.4  
  

 

 

    

 

 

      

 

 

 

 

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

(A) On April 1, 2018, Autoliv-Nissin Brake Systems (“ANBS”), a 51% owned subsidiary of Veoneer, entered into an Intercompany Price Reduction Program agreement with Autoliv to reimburse Autoliv $5.5 million for certain amounts provided to a Veoneer customer by Autoliv.
(B) Reflects the tax effects of the pro forma adjustments at the applicable statutory income tax rates in the respective jurisdictions. The effective tax rate of Veoneer could be different (either higher or lower) depending on activities subsequent to the distribution.
(C) The issuance of approximately 87.5 million Veoneer shares of common stock (as initially estimated); actual shares distributed will be based on the number of shares of Autoliv common stock outstanding as of the common stock record date, assuming a distribution ratio of one Veoneer share for every one Autoliv share outstanding as of the close of business on this date.
(D) The weighted average shares do not include an estimated 0.1 million shares for outstanding options and restricted stock awards that are antidilutive. This calculation may not be indicative of the dilutive effect that will actually result from Veoneer stock-based awards issued in connection with the replacement of outstanding Autoliv stock-based awards. The actual number of dilutive common shares underlying Veoneer stock-based awards issued with the replacement of outstanding Autoliv stock-based awards will not be determined until the distribution date or shortly thereafter.
(E) The total cash liquidity of approximately $1.0 billion (funded through approximately $700 million and $300 million of new debt and existing cash at Autoliv, respectively, provided by Autoliv to Veoneer).
(F) Reflects the removal of multi-employer pension plan and other postretirement benefit plan charges/credits incurred during the historical period for plans that will remain with Autoliv as a direct result of Veoneer separating from Autoliv.
(G) On the distribution date, Autoliv net investment in Veoneer will be re-designated as Veoneer Shareholders’ Equity and will be allocated between Veoneer shares of common stock (par value of $1.00 per share) and additional paid in capital based on the number of Veoneer shares of common stock outstanding at the distribution date.

 

     As of  

Effect of Spin-off

   March 31,
2018
 

Cash contribution from Veoneer (E)

   $ 1,000.0  

Elimination of Veoneer net parent investment

     917.0  

Settlement of related party payables (H)

     5.6  

Settlement of related party debt with Autoliv (H)

     22.7  

Indemnification asset for product liabilities, warranties and recalls net of insurance receivable (I)

     12.1  

Reimbursement to Autoliv for certain amounts provided to a Veoneer customer by Autoliv (A)

     (5.5

Tax impact

     (1.3

Veoneer ordinary shares

     (87.5
  

 

 

 

Additional paid in capital

   $ 1,863.1  
  

 

 

 

 

(H) Reflects the $5.6 million settlement of certain intercompany agreements between Veoneer and Autoliv pursuant to the separation and distribution agreement as well as the related party debt with Autoliv of $22.7 million. These amounts are comprised principally of intercompany financing payables and receivables stemming from Autoliv’s and Veoneer’s shared cash management and treasury program. Following the separation, Veoneer will perform its own cash management and treasury functions.
(I) Pursuant to the Master Transfer Agreement, Autoliv will indemnify Veoneer for all the warranties, recalls and product liabilities for the products manufactured before April 1, 2018. As such, Veoneer has included a receivable from Autoliv for the related liability net of insurance receivables.

 

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BUSINESS

Overview

Veoneer is a global leader in the design, development, sale and manufacture of automotive safety electronics4 and has operated for almost four years as the Electronics segment within Autoliv. Based on the heritage of Autoliv’s vision of “Saving Lives”, our safety systems are designed to make driving safer and easier, more comfortable and convenient and to intervene before a collision.

Veoneer endeavors to prevent vehicle accidents or reduce the severity of impact in the event a crash is unavoidable. We further intend to develop human centric systems that benefit vehicle occupants. We do this by being an expert partner to our customers. Our pure-play focus in safety electronics places the Company in a strong position to deliver integrated Advanced Driver Assistance System (“ADAS”) and Highly Automated Driving (“HAD”) solutions towards Autonomous Driving (“AD”) with a relentless focus on Quality and Manufacturing Excellence.

We provide advanced active safety sensors, used for ADAS, HAD and AD solutions, such as vision and radar systems, ADAS Electronic Control Units (“ECUs”), night vision and positioning systems. Through Zenuity, our joint venture with Volvo Cars, we develop an advanced software stack for vehicle decision control for ADAS, HAD and AD solutions. In addition, we offer driver monitoring systems, LiDAR sensors and other technologies critical for AD solutions by leveraging our partnership network and internally developed intellectual property.

We also provide Restraint Control Systems such as ECUs and crash sensors for deployment of airbags and seatbelt pretensioners in the event of a collision. Lastly, Autoliv-Nissin Brake Systems (“ANBS”), our joint venture with Nissin Kogyo, provides brake control and actuation systems, and has developed strong capabilities in regenerative braking, which is important for not only hybrid and electric vehicles but also for vehicle platforms where customers prioritize weight reduction and improved fuel economy over other features.

Our innovation and technology leadership, relentless focus on quality and safety along with a strong global footprint and diversified customer base, including most major global automotive Original Equipment Manufacturers (“OEMs”)5, are all trademarks of our Autoliv DNA. OEMs are seeking to manufacture vehicles that meet and exceed increasingly stringent safety test ratings around the world to satisfy consumer demands for increased vehicle safety through more advanced driver assist features and enhanced comfort and convenience towards AD.

We believe that Veoneer is well-positioned to benefit from the three mega trends which are transforming and shaping the future of the automotive industry and will drive a significant increase in the safety electronics content per vehicle:

 

    Automated Driving and Connectivity: We believe ADAS is one of the fastest growing product areas within the automotive industry. OEMs are increasingly using ADAS as a key differentiator by being early to market with different ADAS solutions. This development is driven by consumer demand for these new solutions as well as the OEM’s drive for new innovations as a competitive differentiator. The trend is further supported by the rising influence of national and international safety organizations that issue safety test ratings, making manufacturers include active safety features in their new or revamped car models. As safety organizations continue to increase the features and functions of ADAS

 

4  The Company’s calculations are based on information on revenues of automotive safety electronics competitors, of which the largest market participants (Aptiv, Bosch, Continental, Denso, Magna, Valeo and ZF) have been analysed with publicly available information, such as the latest available annual reports, press releases and other information available on company websites.
5 

See further detail in Customers section below.

 

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applications required to maintain high safety ratings, we expect that ADAS will eventually become standard equipment on most vehicle models and the Total Addressable Market (“TAM”) for our products will continue to expand significantly over the next several decades.

 

    New Mobility: AD will significantly increase the number of active safety products and software, requiring ADAS technology innovations of higher complexity. Full AD (Level 4/5 autonomy) will be achieved in several steps, beginning with the Level 1/2 autonomy features available today. Level 3 autonomy and higher will require additional sensing hardware and computing power, as well as significantly more advanced sensor fusion algorithms and increased Human Machine Interface (“HMI”). Over time we believe the cost of these technologies will become well within acceptable automotive industry levels. This should facilitate the migration of the technology from robo-taxis to premium brands and eventually mass-market car models.

 

    Clean Mobility: The number of new electric and hybrid vehicles will increase significantly over the upcoming decades as OEMs implement more efficient vehicle propulsion drivetrain alternatives to traditional Internal Combustion Engines (“ICE”). Within the automotive industry there is a general industry trend toward brake-by-wire systems which control many of the brake functions, traditionally performed by pure mechanical and hydraulic actuators. Electric (“EV”) and Hybrid (“HEV”) vehicles are among the early adopters of this type of brake actuation systems, where the recovery of energy during braking, regenerative braking, is a source to extend the range in EV and to lower fuel consumptions in HEV or even traditional ICE vehicles.

Overview of SAE’s International’s Automation Levels

 

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Sources: Company information, National Highway Traffic Safety Administration.

Company Evolution

Veoneer has evolved from a producer of passive safety electronics at inception in the late 1990’s, to a complete safety electronics systems provider, integrating resources and expertise in active safety products, restraint control systems, and brake systems into one organization. This is the result of several acquisitions, joint ventures and organic growth.

 

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Veoneer Revenue Development since Inception6 within Autoliv

 

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Source: Internal Company historical financial reporting of the Electronics products and publicly available information regarding Autoliv’s Electronics acquisitions, divestitures and joint ventures.

Historically the Company has delivered strong growth, with revenue reaching $2.3 billion in 2017, corresponding to a CAGR of 21% from 2015 (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Definitions”). In particular, there has been an increase in demand for our active safety products across major automotive OEMs, especially in Europe and North America.

Over the past five years, Veoneer has evolved into a global, diversified entity, serving customers in Europe, the Americas and Asia. Historically Europe has been in the forefront of ADAS growth through premium brands and the evolving European New Car Assessment Program (“Euro NCAP”) test rating system, with North America and Asia following. ADAS demand has been a key driver of growth for Veoneer.

We have significantly increased our ADAS presence through consistent Research, Development and Engineering (“R,D&E”) investment along with strategic acquisitions and technology collaborations to enhance our product portfolio and engineering capabilities. A significant part of our business is focused on developing autonomous driving technology, which requires significant amounts of resources devoted to researching and developing innovative products and processes. The R,D&E cost for Veoneer has continued to increase over the last three years due to the increased pace of innovation in the industry and the competitive nature of this secular growth market opportunity. Some of our competitors are larger and have greater financial and other resources than us, which may provide them with competitive advantages. For the period from 2015 to 2017 R,D&E increased approximately $162 million and the loss from the Zenuity software joint venture, recorded in equity method investments, was approximately $31 million. This combined cost increase of around $193 million, more than offset the net operating profit leverage from organic sales growth of around $120 million. Consequently, the loss before taxes increased around $72 million for the period from 2015 to 2017, when excluding the one-time impact of the goodwill impairment charge of $234 million in 2017 related to the Autoliv Nissin Brake Systems joint venture.

 

6  External revenue 1997-2013, net revenue for period 2013-2017.

 

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Before 2014, we based our mono vision product offering on Mobileye software; however, in 2013, we made a strategic decision to develop our vision software internally. As a consequence, the cooperation with Mobileye for new business ended. We launched our internally developed mono and stereo vision solutions, including our internally developed software, on the Mercedes E-class in the fall of 2015 and on the S-class in 2016.

Veoneer has emerged as the largest pure-play supplier (by revenue) in automotive safety electronics7 and has been able to recruit highly qualified engineers to secure and maintain our technology leadership with continuous innovation. The number of engineering personnel has almost doubled from 1,796 to 3,576 over the last two fiscal years, of which 72% are software engineers.

Revenue Breakdown – 2017A

 

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Source: 2017 Veoneer Combined Financial Statements Note 18 and Company internal financial reporting.

Products and Product Areas

We are a global leader in automotive safety electronics,8 offering integrated products and system solutions in three product areas: active safety, restraint control systems and brake systems. Our brake systems product area consists of ANBS. In addition, within our active safety product area we provide ADAS and AD software solutions for vehicle decision and control through our Zenuity joint venture. Approximately one third of our revenues are generated from our active safety products.

As our business has grown, we have introduced multiple industry firsts, underpinning our ability to commercialize new technological innovations. In 2008, we became the first company to integrate the Electronic Stability Control (“ESC”) inertia sensors with the control electronics for airbags and other restraint systems, integrating active and passive safety; in 2012, we introduced the world’s first Automated Emergency Braking (“AEB”) for both vision and radar; in 2014, we developed the world’s first system that combines the controls for vehicle brakes with the controls for vehicle restraints; and in 2016, we introduced the world’s first four-corner radar system that involves pre-triggering the passive safety for side impact protection.

 

7  The Company’s calculations based on information regarding the larger (by revenue) listed safety electronics supplier is Aptiv which is not purely focused on safety related products, in Electrical/ Electronic Architecture division, as reported in publicly available reports.
8  The Company’s calculations are based on information regarding revenues of automotive safety electronics competitors, of which the largest market participants have been analysed with publicly available information, such as the latest available annual reports, press releases as well as other available information on the companies’ websites.

 

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The frequency of our technology innovations has increased notably over the recent years to address the rapid development of the market and increasing customer requirements.

Overview of Our Innovations9

 

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Source: Company internal.

Our Autonomous Driving Ecosystem

Together with several strategic partners, we have developed a comprehensive ecosystem for ADAS and HAD, enabling Veoneer to offer OEMs full system capabilities covering all the key levels towards AD. These partnerships and strategic collaborations are the building blocks for our future development of products for the rapidly changing automotive industry.

Our non-exclusive partners include: NVIDIA for its artificial intelligence based car computing platform, Velodyne for LiDAR sensor development, Seeing Machines for driver monitoring algorithms and MIT AgeLab for artificial intelligence supported human machine interface technology algorithms. In addition, we have partnered with Ericsson for cloud solutions and TomTom for baseline high-definition maps through our Zenuity joint venture.

 

9  All innovations depicted in this chart are currently, or have been, in production.

 

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Lastly, Zenuity is an exclusive 50/50 Joint Venture with Volvo Cars to develop decision and control sensor fusion software solutions for ADAS and HAD towards AD.

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Financial Reporting Segments

Veoneer reports its financial results in two segments: Electronics and Brake Systems. Our Electronics reporting segment consists of our active safety and restraint control systems product areas. Our Brake Systems reporting segment consists of our brake systems product area, which are those products developed by ANBS.

Electronics Segment ($1,850.5 million sales in 2017; 80% of Veoneer Sales)

Active Safety ($777.7 million sales in 2017; 34% of Veoneer sales): Active safety systems are designed to intervene before a collision to make accidents avoidable or reduce the severity of the crash, in addition to making driving easier as well as more comfortable and convenient.

We develop radar and vision technologies (including Veoneer’s internally developed vision algorithms for both mono and stereo vision) to make driving safer and easier by monitoring the environment around the vehicle with features that adjust engine output and steering or braking to avoid accidents. The goal of active safety technologies is to provide early warnings to alert drivers, so they can take timely and appropriate action, or trigger intelligent systems that affect the vehicle’s motion using braking and steering to avoid accidents. Active safety systems can also improve the effectiveness of the restraint control systems which combine hazard information with traditional crash sensing methods.

Active safety functions include: Autonomous Emergency Braking, which brakes a vehicle autonomously; Adaptive Cruise Control, which keeps and adjusts the vehicle’s pre-set speed to keep a pre-set distance from vehicles ahead; Queue Assist, which takes control of braking and acceleration in slow-moving traffic; Forward Collision Warning; Blind Spot Detection; Rear Cross-Traffic Assist; Lane Departure Warning; Traffic Sign Detection; Light Source Recognition; Driver Monitoring for attention and drowsiness; Vehicle-to-Vehicle and Vehicle-to-Infrastructure communication; and Night Driving Assist.

Key systems used in the active safety functions and the Company’s capabilities, currently provided to the market or under active development, include:

 

   

Vision Systems: Vision systems are critical to driver assistance and safety functions, and support the driver in collision avoidance and mitigating severity in the event of an accident. Using our algorithms, the camera looks at the road ahead for other vehicles, road signs, lane markings and other key elements and provides information and warnings if the car is approaching a potentially hazardous traffic situation. Vision systems are used in applications such as road-sign recognition, lane detection along

 

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with forward and pedestrian collision warnings. We offer both forward looking mono- and stereo-vision systems:

 

    The mono-vision system is a forward-looking camera that is mounted behind the windshield in front of the rear-view mirror. Images are interpreted by algorithms that help identify objects and assist the driver with warnings or actuations such as lane keeping and automatic braking of the vehicle. Mono-vision systems provide a significant level of accident reductions targeting 5-star safety levels.

 

    Stereo-vision system technology goes a step further and measures the entire driving environment in 3D. The system is capable of acting on any object without classification. Stereo vison also provides free-space recognition, road surface measurement down to millimeter level accuracy, which is important to OEMs to improve safety and comfort and provides depth perception for distance calculations due to the 3D capability.

Next generation vision systems and algorithms such as our fourth-generation mono- and stereo-cameras, which are currently under development and planned for production in 2019, will support AD and NCAP 2020. Fifth generation vision systems which are in the early planning stages, intended for production in 2022, will offer more than five times higher image resolution than the current generations as well as offer multiple camera solutions. Selected customers for our vision systems include Geely, Mercedes-Benz, Volvo Cars and one additional Asian OEM.

 

    Radar Systems: Radar systems capture and analyze driving conditions and alert the driver to potentially dangerous events, and can take control of the vehicle if the driver does not take timely, appropriate action. The radar systems are used in functions such as adaptive cruise control and automatic emergency braking. Radar is important because it provides superior performance in poor weather conditions such as rain and fog and other situations with poor visibility. Fused with vision systems, higher levels of functional safety are possible allowing a wider range of operating conditions. Our radar sensor portfolio includes: 25GHz ultra-wide band radar, 24 GHz narrow band radar, and 77GHz corner, front, and ultra-short-range radars. Selected customers for our radar systems include FCA, Geely, GM, Honda, Mercedes-Benz, Renault-Nissan and Volvo Cars.

 

    ADAS ECUs: ADAS ECUs are an emerging product within the active safety market and are precursors to the autonomous vehicles of the future. Today, a limited number of OEMs are using separate ADAS ECUs, as most of the ADAS functionalities can be done in an integrated sensor-ECU. With future ADAS and AD systems increasing in complexity, the need for multi-sensor solutions and subsequently higher processing capabilities is expected to lead to more OEMs installing separate ADAS ECUs in their vehicles. Over time, we might also see a trend towards less intelligent sensors as most of the data processing will instead be able to be performed in the ADAS ECU.

In the ADAS ECU, large quantities of data from the vehicle’s different sensors is validated and analyzed. Advanced algorithms can then act in real time to warn the driver and control the vehicle throttle, braking and steering torque to follow a desired trajectory for fully automated driving. We believe one of the biggest challenges self-driving cars will have to overcome is being able to react to the randomness of traffic flow, other drivers, and the fact that no two driving situations are ever the same.

By using deep learning (artificial intelligence) and sensor fusion, algorithms in the ADAS ECU can likely be improved in such a way that the vehicle will be able to make better decisions than a human driver could. This processing must be done with multiple levels of redundancy to ensure the highest level of safety. The computing demands of driverless vehicles are 50 to 100 times more intensive than the most advanced vehicle today. Meeting these demands will be the major challenge in developing the next generation of ADAS ECUs, including data processing.

 

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In 2016, we launched the world’s first ADAS ECU for mass production in Mercedes-Benz’s new E-class. We provide a similar solution to the updated Mercedes-Benz S-class.

 

    Night Vision Systems: Using passive infrared technology, our night vision system identifies if pedestrians, animals or certain other hazards are present in the danger zone of a vehicle, and alerts the driver. Our night vision system is the key component in “dynamic light spot” pedestrian illumination system, which allows more time for drivers to identify potential hazards at distances beyond normal head-lights. Our fourth-generation night vision system, expected in 2020, will have improved field of view and detection distances, reduction in size, weight and cost featuring enhanced algorithms for pedestrian, animal and vehicle detection, as well as supporting night time automatic emergency braking solutions. Selected customers of the night vision system include Audi, Bentley, BMW, Cadillac, Citroen, GM, Lamborghini, Mercedes-Benz, PSA, Porsche, Rolls Royce and Volkswagen.

 

    Safety Domain ECUs: As active and passive safety features become more advanced, having dedicated ECUs for the various features increases the complexity and cost of the vehicle architecture. The Safety Domain ECU replaces multiple dedicated ECUs across the vehicle by combining all active and passive safety ECUs into one powerful domain controller. This requires a highly powerful processor, able to execute simultaneous computing. Techniques such as virtualization enables the safe and secure separation of computing tasks, as the other controllers are not affected if one virtual controller fails.

 

    LiDAR: In 2017 we agreed to collaborate with Velodyne to expand and commercialize our LiDAR development. LiDAR is expected to be an important sensor technology for the future development of AD systems. Under the current agreement with Velodyne, we will act as the Tier-1 supplier to the OEMs for the Velodyne LiDAR sensors. We will provide project management services, product validation and verification capabilities and system/interface packaging in supplying automotive-grade LiDAR systems to the OEMs. Our LiDAR product roadmap includes first providing it to test fleets of the OEMs and the robo-taxis market followed by developing a solid-state design for the consumer vehicle market.

 

    Driver Monitoring: We have been developing solutions to address driver distraction and fatigue as they relate to traditional driving situations and driver attention for hands-free driving. In 2017, we entered into an agreement with Seeing Machines to accelerate this effort. This technology is expected to be necessary to achieve a 5-star NCAP rating in Europe in 2022 as well as Level 3 autonomy solutions worldwide. Our non-exclusive agreement with Seeing Machines utilizes their reference design to market under a license and allows us the ability to build hardware and feature level solutions on top of Seeing Machines’ world leading head pose, gaze and recognition data outputs.

 

    RoadScape ™: Our RoadScape™ product line offers highly accurate satellite positioning along with world leading dead reckoning capabilities for increased precision in urban areas. Building on this, RoadScape™ provides a digital representation of the road ahead that can be further enhanced through probe data in the field and cloud connectivity. Finally, adding RoadScape™ communication technology to the vehicle allows for vehicle-to-vehicle, infrastructure and cloud connectivity for premonition and situational awareness in ADAS and AD.

 

    Human Machine Interaction (“HMI”): Genuine two-way communication between vehicle and driver is critical to building driver trust and enhancing the driver experience. Veoneer’s Learning Intelligent Vehicle (“LIV”) is an artificial intelligence-equipped research vehicle that can understand and respond to context. LIV uses external and internal sensing combined with complex algorithmic Artificial Intelligence to create a unified contextual picture of what is going on with the occupants, vehicle, and driving situation, and then act and serve as a “co-pilot” to communicate with drivers and passengers. Veoneer will use LIV to learn more about task delegation, shared control, driver-vehicle collaboration; innovate ways to increase driver understanding of an autonomous system; and continually improve the system’s understanding of its human co-travelers.

 

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Overview of Zenuity

In April 2017, we established Zenuity, our 50/50 joint venture with Volvo Cars to develop decision making software for ADAS and AD.

All ADAS and AD features are based on a recommended reference architecture for customers that require a system level solution. In March 2018, Zenuity was selected by Geely as supplier for Geely’s Level 3 project, which includes ADAS electronic control units and software, radar systems, as well as mono vision and stereo vision camera systems.

At the end of 2017, Zenuity had a team of over 500 employees and consultants, of which 90% are software engineers who have the necessary skills to develop these technologies. We expect to supply customers with Zenuity software beginning in 2019.

As described earlier, Veoneer, through our own product capabilities and extensive partnership network, have one of the broadest ADAS and AD product portfolio offerings, which include all major sensing technologies, decision making software, positioning and mapping technologies and cloud solutions.10

Our product portfolio has been significantly expanded over the recent years (as illustrated below) from individual hardware sensing components to a full range of key functions and capabilities as outlined below. This enables us to address our customer needs today, and likely in the future, by offering the entire spectrum of ADAS and AD solutions.

Active Safety Capabilities of Veoneer Today

 

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10 

The Company’s calculations are based on information on product portfolios of automotive safety electronics competitors, of which the largest market participants (Aptiv, Bosch, Continental, Denso, Magna, Valeo and ZF) have been analysed with publicly available information, such as the most recently annual reports, press releases and other relevant information available on company websites.

 

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Active Safety Capabilities of Veoneer in 2013

 

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Restraint Control Systems ($1,072.8 million sales in 2017; 46% of Veoneer sales): The restraint control system is the brain triggering a vehicle’s passive safety system in a crash situation. Restraint control systems consist of a restraint ECU and related remote crash sensors, including acceleration and pressure sensors. The ECU’s algorithms decide when a seatbelt pretensioner should be triggered and an airbag system should be deployed.

The ECU is mounted centrally in the vehicle, well protected in the event of a crash, and is supported by crash sensors mounted in the door beam, the pillar between the doors, the rocker panel, and/or in various locations at the front and rear of the vehicle. These “satellite” crash sensors provide acceleration data to enable early and appropriate deployment of the airbags and seatbelt pretensioners within milliseconds of a vehicle crash.

The ECU also contains certain sensors that are common with the brake system. We were the first to offer this type of solution, providing savings through the reduction in multiple sensors for measuring yaw rate, and consolidating this information on the vehicle data bus. Additionally, the restraint control system is capable of recording details of what happened before and during a crash event using an Event Data Recorder (“EDR”) with the restraint control ECU.

Selected customers include Fiat, Ford, Geely, GM, Great Wall, Hyundai/Kia, Jaguar Land Rover, Mazda, PSA, Renault/Nissan, Suzuki and Volvo Cars.

Brake Systems Segment (consisting of ANBS) ($475.9 million sales in 2017; 20% of Veoneer sales)

ANBS is our fully consolidated 51/49 joint venture established with Nissin Kogyo in 2016 for brake actuation and brake control systems. ANBS provides products for both traditional and new braking systems, which we see as building blocks, in the actuator area, towards HAD.

ANBS supplies brake systems including the brake booster, hydraulic proportioning valves and the electronic control module with sensors. The control module can modulate the brake pressure applied on each wheel individually to maintain optimum braking and offer features like ESC, Anti-locking Brakes (“ABS”) and Traction Control System.

For traditional brakes, vacuum produced by the ICE is necessary to amplify the force applied by the driver’s foot to convert it into hydraulic pressure to decelerate the vehicle. New drivetrains, such as HEV and EV, do not provide the same source of energy for boosting the brake input from the driver. Therefore, ANBS has developed new servo-assisted and integrated brake control systems that can work independent of the type of drivetrain used.

 

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To improve the overall efficiency of vehicles, ANBS new braking systems also provides the opportunity to recover brake energy using electric motors as generators to charge batteries. This contrasts with conventional braking systems, where the excess kinetic energy is converted to unwanted and wasted heat by friction in the brakes.

ANBS currently produces brake systems capable of coping with regenerative braking and have developed an upgraded Electronic Brake Boost system for market introduction during the end of 2019. This system integrates the hydraulic brake modulator with the electronic brake control unit and the brake fluid reservoir into a single unit (so called “one box” design). Scalability and cost competitiveness of this technology qualifies ANBS to participate in the growth of brake-by-wire systems needed for regenerative braking while delivering superior braking performance to support the growing need for external brake requests such as AEB and other functionalities.

In January 2017, we announced that ANBS is expanding its customer base beyond its primary customer Honda, winning lifetime contract order value of more than $1 billion for our new braking system with a Detroit based OEM on a major vehicle platform. Production for this awarded business is currently scheduled to begin in 2020. There is no minimum purchase value associated with this awarded business. The agreement will be governed by the OEM’s general terms and conditions and Veoneer and such OEM will enter into a commercial and program agreement that will set forth the specific commercial terms and functional requirements with respect to this order. As is customary with other agreements with our customers, we expect that the contract may be terminated at any time by the OEM. The program life cycle is estimated to be six years. We received a second major order from the same OEM at the end of 2017. The main opportunities we see in brake systems stem from its capabilities in regenerative braking technology, which works well with combustion engine vehicles but is even more suitable for HEV and EV. We see significant opportunities to expand outside the current customer base, especially in combination with our strong customer relationships and global footprint.

In addition, in 2017 Autoliv decided to exit non-strategic products acquired relating to clutch and rear toe control product lines in the third and fourth quarters of 2017, respectively. These two products amount to approximately $30 million in annual revenue that is being phased out as the contracts expire, with approximately $20 million of the decline being realized by 2020.

Acquisition, Partnership and Collaboration History over Last Three Years

Our success and comprehensive product portfolio has partly been driven by acquisitions and partnerships, both critical elements to succeed within the multifaceted safety electronics industry, and to remain competitive against existing and new entrants looking to enter the market. These partnerships and collaborations have a strategic importance in the near and long term to develop additional autonomous driving building blocks and bring potential products to market in future years.

Acquisitions and Joint Ventures

 

    February 2018: Zenuity announced the acquisition of Beyonav intellectual property and trademarks, a technology services company delivering innovative location-based solutions that go beyond traditional applications of navigation technology.

 

    November 2017: We acquired Fotonic, a Swedish company with expertise in LiDAR and Time of Flight cameras, building on our collaboration with Velodyne that was established in June 2017. This acquisition adds to our portfolio the collaboration capabilities within LiDAR sensors, leveraging on our expertise in manufacturing and validation.

 

   

April 2017: We launched Zenuity, a strategic 50/50 joint venture with Volvo Cars. This JV is an industry first where an OEM and Tier-1 supplier, both recognized as pioneers in automotive safety, formed a company to develop ADAS software towards AD. Zenuity develops a software platform for

 

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AD and ADAS purposes, with the potential to become an integrated AD solution. Since formation, Zenuity has formed partnerships with Ericsson and TomTom to be able to provide fully integrated solutions to customers. Details of these partnerships are outlined below.

 

    April 2016: We formed ANBS, a 51/49 joint venture with Nissin Kogyo, a Japanese supplier of both traditional and new brake systems. The joint venture is consolidated by Veoneer. In January 2017, we announced that ANBS expanded its customer base beyond Honda, winning a lifetime contract order value of more than $1 billion for our new braking system with a Detroit-based OEM.

 

    August 2015: We acquired MACOM’s automotive business, a supplier of GPS modules along with radio frequency and antenna products, to expand M/A-COM’s capabilities into active safety and augment our positioning, V2X (“Vehicle-to-Vehicle and Vehicle-to-Infrastructure”) and mapping capabilities.

Partnerships, Collaborations and Supplier Agreements

 

    January 2018: Zenuity announced a non-exclusive collaboration with TomTom, to provide reference map architecture for the “Zenuity Connected Roadview” system for autonomous vehicles. TomTom’s High Definition (“HD”) Maps will power the localization, perception and path planning in the Zenuity AD software stack, in combination with on-vehicle sensors such as cameras, radar and LiDAR, to create continuously updated maps.

 

    October 2017: We announced a non-exclusive collaboration with Massachusetts Institute of Technology AgeLab to develop deep learning algorithms that enable effective communication and transfer of control between driver and vehicle. This includes sensing driver gaze, emotion, cognitive load, drowsiness, hand position, posture, and fusing this information with the perception of the driving environment to create safe, reliable vehicles that drivers can learn to trust.

 

    September 2017: Zenuity announced a non-exclusive collaboration with Ericsson. The aim is to develop the Zenuity connected cloud, where Ericsson will contribute its “Internet of Things” accelerator platform, aiming to integrate in-vehicle software and systems with connected safety data from other vehicles and infrastructure to potentially provide Over-the-Air (“OTA”) real time updates across the vehicle fleet.

 

    August 2017: We announced a non-exclusive collaboration with Seeing Machines, a pioneer in computer vision based human sensing technologies, to develop next generation Driver Monitoring Systems (“DMS”) for autonomous vehicles.

 

    July 2017: We announced a non-exclusive collaboration with Velodyne to sell various LiDAR sensors as the Tier-1 supplier to the OEMs. Under the current agreement with Velodyne, we will act as the Tier-1 supplier to the OEMs for the Velodyne LiDAR sensors. We will provide project management services, product validation and verification capabilities and system/interface packaging in supplying automotive-grade LiDAR systems to the OEMs.

 

    June 2017: We announced a non-exclusive early stage collaboration with NVIDIA, in combination with Zenuity, providing Veoneer and Zenuity with pre-commercial access to NVIDIA’s AI computing platform for autonomous driving. Actual production vehicles utilizing said platform are not planned for sale before 2021.

Market Overview and Competitive Landscape

The automotive production value chain is split among OEMs such as General Motors, Toyota and Volkswagen and automotive suppliers, such as ourselves, Aptiv, Bosch, Continental, Denso, Magna, Valeo and ZF. Veoneer acts mainly as a Tier-1 supplier to OEMs, meaning that we sell products directly to OEMs.

 

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Automotive Supplier Market Overview

Our underlying market is driven by two primary factors: Global Light Vehicle Production (“LVP”) and Content Per Vehicle (“CPV”), whereby CPV is the clear market driver of our TAM.

 

    Light Vehicle Production: Over the last two decades, LVP has increased at an average annual growth rate of around 3% despite the cyclical nature of the automotive industry. LVP is expected to grow to around 96 million in 2019, and 107 million in 2025, from approximately 92 million in 2017.11 The market is undergoing a shift from traditional ICE vehicles, to HEVs and EVs, as emission regulation becomes more stringent, and battery technology continues to evolve.

 

    Content Per Vehicle: Unlike LVP, we can directly influence the CPV by introducing new technologies to the market. Looking ahead, we expect that safety CPV growth will primarily be driven by active safety content (including software), with total active safety market growing from approximately $50 per vehicle in 2017 to around $225 per vehicle in 2025,12 representing a CAGR of roughly 21% from 2017 to 2025, as the demand for advanced active safety features grows.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Trends, Uncertainties and Opportunities” for additional information related to recent trends in LVP and CPV.

Market for Our Products

Our TAM consists of our three product areas: active safety, restraint control systems and brake systems. Our TAM is approximately $20 billion in 2017, and we believe it will grow by a 10% CAGR until 2025.13

 

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1) TAM (Total Addressable Market).
2) Active Safety Market includes Radar (Front/Side/Rear), Forward looking Cameras (Mono/Stereo/Night Vision), Other (Advanced Driver Assist, Electronic Control Unit, LiDAR).

 

11  IHS Light Vehicle Production Database as of February 2018.
12  Based on the Company’s insights and estimates on prices and penetration rates of each Active Safety product available in 2017 and expected to be available in 2025.
13  The Company’s calculations for market estimates per product group are based on light vehicle production data from IHS database as of February 2018, supplemented by the Company’s internal market intelligence on prices and penetration rates of each expected Active Safety product and about light vehicle production based on publicly available information and history operating in the market.

 

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We estimate our market share in 2017 is around 11%,14 where our market is characterized as relatively fragmented with many large cap automotive tier 1 suppliers who also compete in many other product lines, other than automotive safety electronics.

Our Estimated Market Shares - 2017A

 

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Source: The Company’s market share estimates are based on internal market intelligence on geographies, OEMs and vehicle models in the products the Company competes along with vehicle production data from the IHS database.

Electronics Segment

Active Safety: Active safety consists of radar, night vision, front-view mono and stereo vision cameras and ADAS ECUs. This field is one of the fastest growing areas of vehicle equipment, as illustrated on the previous page. We estimate our Active Safety market to grow from $5 billion in 2017 to around $11 billion in 202015 which amounts to a 32% CAGR. We estimate our Active Safety market will continue to grow to approximately $24 billion in 202516 which amounts to approximately a 22% CAGR from 2017. This strong market growth is driven by the rapidly increasing penetration of ADAS and AD capabilities in vehicles. As illustrated below, IHS forecasts that approximately 70% of all global vehicle sales will be either semi or fully autonomous by 2029, while nearly all remaining vehicles will have some level of ADAS features.

 

14  The Company’s market share estimates are based on internal market intelligence on geographies, OEMs and their vehicle models in the product areas where the Company competes along with light vehicle production data from the IHS database.
15  The Company’s calculations for Active Safety market estimates are based on light vehicle production data from IHS database as of February 2018, supplemented by the Company’s internal market intelligence on prices and penetration rates of each expected Active Safety product.
16  The Company’s calculations for Active Safety market estimates are based on light vehicle production data from IHS database as of February 2018, supplemented by the Company’s internal market intelligence on prices and penetration rates of each expected Active Safety product.

 

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Share of Vehicle Sales by Level of Autonomy

 

LOGO

Source: IHS Automotive, Morgan Stanley Research

The Active Safety market growth is reflected in Active Safety CPV, which we expect to grow from approximately $50 in 2017 to approximately $225 in 2025.17

Increasing Levels of Software in the Future are Required to Enhance Safety

 

LOGO

Source: Based on the Company’s internal market intelligence on prices & penetration rates of each product under the Company’s Safety Electronics market definition (including Active Safety, Restraint Control Systems and Brake Systems).

Active Safety Competitive Landscape

The active safety market is highly fragmented and highly competitive. Competition is based primarily on technology, innovation, quality, delivery and price. Our future success will depend on our ability to develop advanced hardware and software technologies and to maintain or improve on our already strong competitive position over our existing and any new competitors.18 Main competitors in active safety include Aptiv, Bosch, Continental, Denso, Magna, Valeo, ZF, and Intel/Mobileye.

 

17  Based on the Company’s insights and estimates on prices & penetration rates of each Active Safety product available in 2017 and expected to be available in 2025.
18  The Company’s calculations are based on information on product portfolios of automotive safety electronics competitors, of which the largest (Aptiv, Bosch, Continental, Denso, Magna, Valeo and ZF) have been analysed with publicly available information, such as the most recent annual reports, press releases, and other information available on company websites.

 

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On a broader scale, we have seen significant shifts in our competitive landscape over the last several years. Technology companies have increased their presence and influence in automotive safety electronics, either through acquisitions or forming “ecosystems” around certain technologies with OEMs and other suppliers. This has led to new industry entrants like Apple, Google, Intel, NVIDIA, Qualcomm and Uber, which also provide partnership or customer opportunities for Veoneer hardware and software solutions.

Active Safety Market Position

Through acquisitions, technology partnerships with customers and licensing agreements, we have continuously added key building blocks and have obtained a market share of more than 16% in active safety in 2017.19 Zenuity has since inception formed several partnerships to establish a full-suite ecosystem, and competes with peer ecosystems such as the BMW/Intel/Mobileye collaboration.

Restraint Control Systems

The market for restraint control systems remains relatively fragmented with both traditional electronics suppliers and some passive safety suppliers. Over the past years, we have seen our market share increase mainly due to cost efficient integration solutions and strong customer relationships built on quality and technology advancements. Currently we are the leading supplier of Restraint Control Systems with a market share of around 25% in 2017.20 Our largest competitors include Bosch, Continental, Denso and ZF.

The total restraint control systems market amounted to approximately $3.8 billion in 2017, and is expected to decrease by around a 1% CAGR until 2025.21 We believe that the restraint control systems will play an integral role in a larger integration trend towards centralized Safety Domain Controllers in the future. In addition, our strong market position in restraint control systems will provide opportunities to become a leading supplier in the ADAS ECU and eventually the Safety Domain Controller market.

Brake Systems Segment

Brake systems consists of brake control ECUs, including ABS and ESC as well as the brake apply unit. We estimate the total brake systems market amounted to around $12 billion in 2017, with a projected CAGR of 4% through to 2022.22 The main growth driver is higher installation rates of ESC systems in China, South America and other emerging countries in Asia. Another major growth driver is more advanced and complex servo assisted systems and regenerative braking systems for HEVs and EVs. The ability to regenerate kinetic energy through

 

19  The Company’s Active Safety market share estimates are based on vehicle production data from IHS database and the Company’s market insights based on publicly available information and history operating in the market.
20  The Company’s Restraint Control Systems market share estimates are based on vehicle production data from IHS database and the Company’s market insights based on publicly available information and history operating in the market.
21  The Company’s calculations for Restraint Control Systems market estimates are based on vehicle production data from IHS database as of February 2018, supplemented by the Company’s own market insight about vehicle production based on publicly available information and history operating in the market, coupled with the Company’s insights and estimates on prices and penetration rates of each expected Restraint Control Systems product.
22  The Company’s calculations for Brake Systems market estimates are based on vehicle production data from IHS database as of February 2018, supplemented by the Company’s own market insight about vehicle production based on publicly available information and history operating in the market, coupled with the Company’s insights and estimates on prices and penetration rates of each expected Brake Systems product.

 

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braking is of growing importance as vehicle powertrains are becoming increasingly electrified. We estimate that ANBS had a market share of just above 4% in 2017.23 Main competitors of ANBS include ADVICS, Bosch, Continental, Mando and ZF.

Research & Development and IP

Our ability to maintain our position at the forefront of technological innovations and to serve customers on a local-for-local basis will be differentiating factors to our success. Therefore, we maintain one of the broadest global networks of technical engineering centers across all major automotive regions to develop and provide advanced products, processes and manufacturing support for our manufacturing sites, and to provide our customers with local engineering capabilities and design development on a global basis.

As of December 31, 2017, we had 3,576 scientists, engineers and technicians around the world, of which approximately 72% are software engineers. We had 3,193 engineers in Electronics, of which 2,182 are in Active Safety, 1,011 are in Restraint Control Systems, and 383 are in Brake Systems.

We currently own approximately 600 active patents and have approximately 600 pending patent applications in the US and other jurisdictions. The active patents will expire between 2018 and 2037. We believe these patents provide meaningful protection for our products and technical innovations, but we do not believe that the loss or expiration of any specific patent would have a material effect on our business. We have registered the name Veoneer as a trademark in Sweden and are pursuing registration in other markets of interest. Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their registrations are properly maintained and they have not been found to have become generic.

We are actively pursuing opportunities to commercialize and license our technology to the automotive industries, and we selectively utilize other companies’ licenses through sublicenses in order to support our business interests. These activities foster optimization of intellectual property rights.

We consider our patents, trademarks and licenses, as a whole, to be material to our business. However, we do not consider our business, or any of our business segments, to be materially dependent upon any individual patent, trademark or license.

Engineering Global Presence

Our total research and development expenses, including engineering, net of customer reimbursements, were $375 million, $300 million and $214 million for the years ended December 31, 2017, 2016 and 2015, respectively. In addition, Zenuity has ramped up operations since inception in April 2017, recruiting more than 300 employees and consultants. Zenuity’s total expenses were $61 million in 2017, representing the last nine months of the year. These expenses were mainly related to research and development. We expect the Zenuity team to exceed 600 employees and consultants by the end of 2018.

We believe that our engineering and technical expertise, together with our emphasis on continuing research and development, allows us to use the latest technologies, materials and processes to solve problems for our customers and to bring new, innovative products to market. We believe that continued engineering activities are critical to maintaining our pipeline of technologically advanced products.

Given our strong financial discipline, we seek to effectively manage fixed costs and efficiently rationalize capital spending by evaluating the market and profit potential of existing and new customer programs, including investments in innovation and technology. We maintain our engineering activities around our focused product portfolio and allocate our capital and resources to those products and distinctive technologies.

 

23  The Company’s Brake Systems market share estimates are based on vehicle production data from IHS database and the Company’s market insights based on publicly available information and history operating in the market.

 

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Customers

Veoneer serves most of the world’s major automotive OEMs, and is not dependent on one single customer. Our customer base has consistently increased and diversified over the last five years, mainly driven by our active safety product offerings and ANBS JV.

In 2013, we served 16 OEMs and our top five customers represented approximately 70% of sales. In 2017, we served a total of 16 customers and our largest customers were Honda (21% of sales), Daimler (17% of sales), Hyundai/Kia (12% of sales) and Ford (12% of sales). Some of the concentration is driven by the concentration in the automotive industry, with the five largest OEMs in 2017 accounting for 49% of global LVP and the ten largest for 74%.24

Our number of active safety customers has rapidly increased over the last two years across all product types. Due to our recently enhanced active safety capabilities, we are now on the bid list of more than 10 customers per product type, and have doubled our sourced customer awards from seven in 2015, to 14 today.

We typically supply products to our OEM customers through written contracts or purchase orders, which are generally governed by general terms and conditions established by each OEM. These arrangements include terms regarding price, quality, technology and delivery. Although it may vary from customer to customer, our customer contracts generally require us to supply a customer’s annual requirements for a particular vehicle model and assembly facilities, rather than for manufacturing a specific quantity of products. Such contracts range from one year to the life of the model, which is generally four to seven years. Because we produce products for a broad cross section of vehicle models, we are not overly reliant on any one vehicle model or one particular product.

These contracts are often subject to renegotiation, sometimes as frequent as on an annual basis, which may affect product pricing. In general, these arrangements with our customers provide that the customer can terminate them if we do not meet specified quality, delivery and cost requirements. Although these arrangements may be terminated at any time by our customers (but not by us), such terminations have historically been minimal and have not had a material impact on our results of operations. However, if terminations do occur in the future or if production under a contract winds down earlier than expected, then such event could have a material impact on our results of operations. The arrangements typically provide that we are subject to a warranty on the products supplied; in most cases, the duration of such warranty is coterminous with the warranty offered by the OEM to the end-user of the vehicle. We may also be obligated to share in all or a part of recall costs if the OEM recalls its vehicles for defects attributable to our products.

 

24  IHS Light Vehicle Production Database as of January 2018.

 

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Customer Overview of Veoneer Today

 

LOGO

Source: Company information and IHS automotive database as of December 2017. Customers shown represent >90% of light vehicle production.

Active Safety Customer Overview of Veoneer in 2015

 

LOGO

Source: Company information and IHS automotive database as of December 2015. Customers shown represent >90% of light vehicle production.

Employees

As of December 31, 2017, we had a total of 7,485 employees, with 3,576 in engineering, 2,232 in production and 1,323 in production overhead, with the remainder employed in management, general and administrative functions. Within engineering, approximately 72% of employees worked as software engineers.

 

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In addition, Zenuity had 502 employees and consultants at the end of 2017, whereof approximately 90% worked as software developers. In 2017, approximately 800 engineers were hired by Veoneer and approximately 200 were hired by Zenuity.

Veoneer Headcount Dec-2017

 

LOGO

Source: Company information.

We consider our relationship with our personnel to be strong. We have not had any disputes which are significant or had a lasting impact on our relationship with our employees, customer perception of our employee practices or our business results.

Major unions to which some of our employees belong in Europe include: IG Metall in Germany; Unite the union in the United Kingdom; Confédération Générale des Travailleurs, Confédération Française Démocratique du Travail, and Force Ouvrière in France; If Metall, Unionen, Sveriges Ingenjörer and Akademikerföreningen in Sweden.

In addition, our employees in other regions are represented by the following unions: Unifor and the International Association of Machinists and Aerospace Workers (“IAM”) in Canada and Autoliv Nissin Brake Systems Roudou Kumiai in Japan.

In many European countries and in Canada, wages, salaries and general working conditions are negotiated with local unions and/or are subject to centrally negotiated collective bargaining agreements. The terms of our various agreements with unions typically range between 1-3 years. Some of our subsidiaries in Europe and Canada must negotiate with the applicable local unions with respect to important changes in operations, working and employment conditions. Twice a year, members of the Company’s management conduct a meeting with the European Works Council (“EWC”) to provide employee representatives with important information about the Company and a forum for the exchange of ideas and opinions.

In many Asia Pacific countries, the central or regional governments provide guidance each year for salary adjustments or statutory minimum wage for workers. Our employees may join associations in accordance with local legislation and rules, although the level of unionization varies significantly throughout our operations.

 

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Manufacturing/R&D Footprint

As of December 31, 2017, we owned or leased 10 manufacturing sites and 14 technical centres. We have a presence in 10 countries. The following table shows the regional distribution of our manufacturing and technical sites:

 

     North
America
     Europe,
Middle East

& Africa
     Asia
Pacific
     Total  

Total Manufacturing Sites

     3        2        5        10  

Total Technical Sites

     3        5        6        14  

Zenuity Technical Sites.

     1        2        0        3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Sites

     7        9        11        27  

Our global scale enables us to engineer globally and manufacture locally to serve our global and local OEMs as illustrated on the map below as of December 31, 2017.

 

LOGO

Source: Company information

Financial Performance

Sales for Veoneer in 2017 of $2.3B increased by a 21% CAGR since 2015 when Autoliv commenced reporting the Electronics business as a segment. During this period, the positive operating leverage from the organic growth contributed to the increase in gross margin from 17.5% in 2015 to 20.0% in 2017.

 

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During the period 2015 to 2017, Veoneer more than doubled its engineering employees to keep pace with the rapid advancements in innovation and technology in Active Safety. This has resulted in an increase in R,D&E from $214 million in 2015 to $375 million in 2017. Since R,D&E increased at a faster rate than sales, R,D&E increased from 13.4% to 16.2% as a percentage of sales.

 

LOGO

Source: Company internal financial reporting.

For the same period (2015-2017), excluding the one-time non-cash impairment charge related to the braking systems JV in 2017, R,D&E increases have essentially offset the improvements in gross margin. The result is a slight decline in operating margin since 2015 mainly due to an increase in the amortization of intangibles related to acquisitions of 1%. Capital expenditures have increased since 2015 to support the organic growth.

See also Management’s Discussion and Analysis of Financial Condition and Results of Operations and Combined Financial Statements for Veoneer, Inc.

Inventory and Working Capital

We, as with other component manufactures in the automotive industry, ship our products to customer vehicle assembly facilities throughout the world on a “just-in-time” basis for our customers to maintain low inventory levels. Our suppliers (external suppliers as well as our own production sites) use a similar method in providing raw materials to us.

Sources and Availability of Raw Materials

We procure our raw material and components from a variety of suppliers around the world. Generally, we seek to obtain materials in the region in which our products are manufactured to minimize transportation, currency risks and other costs. The most significant raw materials we use to manufacture our products are various electrical components and ferrous metals for brake systems. As of December 31, 2017, we have not experienced any significant shortages of raw materials and normally do not carry inventories of such raw materials more than those reasonably required to meet our production and shipping schedules.

Commodity cost volatility is a challenge for us and our industry. We are continually seeking to manage these costs using a combination of strategies, including working with our suppliers to mitigate costs, seeking alternative product designs and material specifications, combining our purchase requirements with our customers and/or suppliers, changing suppliers, hedging certain commodities and other means. Our overall success in passing commodity cost increases on to our customers has been limited. We will continue our efforts to pass market-driven commodity cost increases to our customers in an effort to mitigate all or some of the adverse earnings impacts, including by seeking to renegotiate terms as contracts with our customers expire.

 

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Seasonality

Our business is moderately seasonal. Our European customers generally reduce production during the months of July and August and for one week in December. Our North American customers historically reduce production during the month of July and halt operations for approximately one week in December. Our Chinese customers generally reduce production during the Chinese New Year period in February. Shut-down periods in the rest of the world generally vary by country. In addition, automotive production is traditionally reduced in the months of July, August and September due to the launch of parts production for new vehicle models. Accordingly, our results reflect this seasonality. In addition, engineering income tends to be skewed towards fourth quarter.

Environmental Compliance

Most of the Company’s manufacturing processes consist of the assembly of components. As a result, the environmental impact from the Company’s plants is generally modest. While the Company’s businesses from time to time are subject to environmental investigations, there are no material environmental-related cases pending against the Company. Therefore, Veoneer does not incur (or expect to incur) any material costs or capital expenditures associated with maintaining facilities compliant with U.S. or non-U.S. environmental requirements. To reduce environmental risk, the Company has implemented an environmental management system in all plants globally and has adopted an environmental policy.

We are subject to various U.S. federal, state and local, and non-U.S., laws and regulations, including those related to environmental, health and safety, financial and other matters. We cannot predict the substance or impact of pending or future legislation or regulations, or the application thereof. The introduction of new laws or regulations or changes in existing laws or regulations that impact our business, or the interpretations thereof, could increase the costs of doing business for us or our customers or suppliers or restrict our actions and adversely affect our financial condition, operating results and cash flows.

We are subject to various environmental regulations governing, among other things: (i) the generation, storage, handling, use, transportation, presence of, or exposure to hazardous materials; (ii) the emission and discharge of hazardous materials into the ground, air or water; (iii) the incorporation of certain chemical substances into our products, including electronic equipment; and (iv) the health and safety of our employees.

We are also required to obtain permits from governmental authorities for certain of our operations.

Dependency on Government Contracts

We are not dependent on government contracts. Some R&D projects are partly financed by certain government agencies.

Legal Proceedings

We may be involved in various claims and lawsuits arising in the ordinary course of business, some of which may include claims for substantial sums, including disputes with our customers or suppliers, intellectual property claims, government investigations, environmental issues, customs disputes and employment and tax issues. Liabilities related to some of these matters may be covered by insurance with solvent insurance carriers. For those matters not covered by insurance, which include commercial matters and regulatory matters, we will recognize a liability when we believe the loss is probable and can be reasonably estimated. The ultimate results of claims and litigation cannot be predicted with certainty. We currently believe that the ultimate outcome of any such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations in a particular period or our ability to run our business as currently conducted.

 

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Detailed information related to legal proceedings we are or may be involved in can be found in Note 15, Contingent Liabilities to the Combined Financial Statements. Other than as set out in Note 15, we are not, and have not been, party to any legal or arbitration proceedings during the last twelve months which may have a material adverse effect on our consolidated financial position or results of operations.

Joint Venture Agreements

Zenuity Joint Venture Agreement

Zenuity operates pursuant to the Joint Venture Agreement, dated April 18, 2017 (the “Zenuity JV Agreement”), between Volvo Car Corporation (“Volvo Cars”) and a subsidiary of Autoliv. The parties entered into a number of related agreements in connection with forming the joint venture, including an investment agreement, commercialization agreements and intellectual property license and assignment agreements pursuant to which Volvo Cars and Autoliv transferred certain intellectual property rights to Zenuity.

In connection with the internal reorganization, Autoliv’s interest in Zenuity and agreements related to the business were transferred to Veoneer Sweden AB, a wholly-owned subsidiary of Veoneer, which is a subsidiary of Autoliv. As a result, Zenuity is 50% owned by Volvo Cars and 50% owned by Veoneer. Generally, a party may not transfer its interest in Zenuity to a third party without the prior written consent of the other party, except that both parties may transfer their interest to an affiliate, provided that the transferring party guarantees the obligations of the transferee.

The Zenuity JV Agreement describes the scope of the business activities of Zenuity, which is to develop automotive driver assistance and highly autonomous driving software solutions that can be supplied to Volvo Cars and other potential customers. In addition, Zenuity conducts research within the areas of human factors, vehicle environments and computer techniques to develop algorithms for driving assistance or automated driving. Zenuity owns and licenses certain intellectual property rights pursuant to commercialization agreements between the parties. Veoneer is the exclusive supplier and distribution channel for all Zenuity’s products sold to third parties; however, there is no exclusivity toward any customer or the owners. Volvo Cars can source such products directly from Zenuity.

The Zenuity JV Agreement provides that the board of directors of Zenuity is ultimately responsible for managing the business. The board consists of four directors and two deputy directors. Each party has the right to nominate two directors and one deputy director, and the chairmanship of the board will alternate between the parties every two years. The board is responsible for appointing the managing director and the chief financial officer, who oversee the daily operation of Zenuity. Zenuity holds general meetings of shareholders as required by applicable law and as specified in the Zenuity JV Agreement. Each party shall exercise its voting rights in a manner consistent with the Zenuity JV Agreement.

The parties to the Zenuity JV Agreement made initial capital contributions to Zenuity in accordance with an investment agreement between the parties at the time of formation. Zenuity developed a business plan at formation detailing future cash flow projections, including investments in RD&E. This business plan also provided indications of anticipated future funding needs. Any amounts agreed to be funded by Volvo Cars and Veoneer in the future will be funded 50% each by Volvo Cars and Veoneer. On March 27, 2018, each party contributed additional capital of SEK 600 million (approximately $71 million) in cash. The parties will consider additional capital injections from time to time as the need arises in relation to the business plan, although there are no requirements that any such capital injections be made. Zenuity is primarily funded by its equity and internally generated funds and borrowing from external lenders. The Zenuity JV Agreement provides that any distribution of profits to the parties is to be made in proportion to their ownership of shares in Zenuity and only if, following the distribution, there would be sufficient cash available to conduct the business.

If a party commits a material breach of the Zenuity JV Agreement and does not remedy such breach within 20 business days of receiving notice of breach from the other party, the non-breaching party may request

 

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redemption of shares held by the defaulting party in accordance with the procedure set forth in the Zenuity JV Agreement. Unless otherwise agreed by the parties, the redemption price will be at a discount to the value of the defaulting party’s shares. If a party is subject to a change of control, the other party will have the right to redeem the shares of the party subject to the change of control, except in cases where the change of control is occurring at the level of the top parent company. Volvo Cars has provided its consent to the change of control pursuant to the Zenuity JV Agreement so long as Veoneer continues to provide it with updates and other information regarding the spin-off. A party has the right to purchase shares of the other party at 100% of the value of the shares if such party is declared bankrupt or is insolvent.

Decisions by the board require unanimous approval of all directors participating in a meeting and decisions by shareholders require unanimous approval of representatives of both parties given at the general meeting. In the event that the board or shareholders are unable to come to a decision within 15 business days of a matter first being considered, one party may choose to refer the matter to a committee consisting of senior officers of each party for consultation and negotiation. If the committee cannot resolve the matter within 30 business days of the referral, any discussions or proposals with respect to the matter will not proceed unless required by law or obligations to a third party.

The Zenuity JV Agreement has an initial term of 20 years, and will automatically renew for consecutive 10 year terms, unless a party provides a written notice of termination at least three years prior to a renewal period. If a party is no longer a shareholder of Zenuity, the Zenuity JV Agreement will automatically terminate in respect of such party.

During the term of the Zenuity JV Agreement, the parties agree to not, and to cause their affiliates to not, engage in businesses or activities that would compete with those conducted by Zenuity, subject to certain exceptions set forth in the Zenuity JV Agreement. During the term of the Zenuity JV Agreement, the parties agree to not solicit employees of Zenuity. The Zenuity JV Agreement contains customary mutual confidentiality provisions.

The Zenuity JV Agreement is governed by Swedish law. Any disputes arising out of the Zenuity JV Agreement will be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be in Gothenburg, Sweden.

ANBS Joint Venture Agreement

Brake Systems was formed by and operates pursuant to a number of agreements entered into between certain affiliates of each of Autoliv and Nissin Kogyo Ltd., Co. (“Nissin”), including a Share Purchase Agreement, dated September 9, 2015 (the “ANBS SPA”), and a Joint Venture Agreement, dated March 7, 2016 (the “ANBS JV Agreement”). The ANBS JV Agreement sets forth the agreements between Autoliv and Nissin with respect to the ownership, capitalization, governance and operations of Brake Systems. It provides that Autoliv owns 51% of each of the entities that comprise Brake Systems and Nissin owns the remaining 49% of each entity. In connection with the internal reorganization, Autoliv’s ownership of each of the entities that comprise Brake Systems was transferred by Autoliv and its subsidiaries to Veoneer and its subsidiaries.

The ANBS JV Agreement provides that Brake Systems is governed by a steering committee of five members, three of which are appointed by Veoneer US, a subsidiary of Veoneer, and two of which are appointed by Nissin. Veoneer US has the right to appoint the chairman of the steering committee. The steering committee has, to the fullest extent permitted by applicable law, the complete authority and discretion to manage and control the business of Brake Systems in accordance with the management structure set forth in the ANBS JV Agreement, including the authority to appoint officers and delegate authority to such officers. At the discretion of the steering committee, the parties may be required to cause their affiliates that comprise Brake Systems to make additional capital contributions on a pro rata basis based on the share of equity interests held by each party. The parties are entitled to proportional quarterly distributions in an amount sufficient to cover taxes and yearly distributions totaling at least 50% of the business’s total consolidated net cash flow.

 

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The ANBS JV Agreement contains customary mutual representations and warranties and obligates each party to cause its affiliates to indemnify its respective shareholders, directors, officers, employees and agents. The ANBS JV Agreement contains mutual confidentiality provisions, pursuant to which each party may not during the term of the ANBS JV Agreement and for three years thereafter, use or disclose any confidential information or trade secrets of Brake Systems, subject to certain standard exceptions. During the term of the ANBS JV Agreement and for three years thereafter, each party agrees to not solicit for employment any employee of Brake Systems without the written consent of the other party, unless a former employee has not been employed by Brake Systems for at least six months. Each party must provide prompt notice to the other upon a change-in-control, and must obtain advance written consent of any transfer of its interests in Brake Systems. Please see “Risk Factors—Risks Related to Our Business—We are uncertain whether we will be able to obtain the consent of Nissin Kogyo, our ANBS joint venture partner, with respect to the spin-off” for additional information.

In the event the parties or steering committee are or is unable to agree on and resolve a matter requiring unanimous approval related to the management or operation of the business, Veoneer may offer to both sell to Nissin or purchase from Nissin all of its equity interests in Brake Systems. If Veoneer does not make such offer, Nissin may offer to both sell to Veoneer or purchase from Veoneer all of its equity interests in Brake Systems. Such offer to sell or purchase must be at the appraised fair value of the portion of the equity interests to be sold or purchased and must include (i) a statement that a condition to purchase shall be the absolute indemnity by the purchaser of the seller arising out of any guarantee by the seller of any debt of the business, (ii) a statement that the purchase price shall be payable in cash at closing, and (iii) a statement that the offer constitutes both an offer to sell the equity interests owned by the offeror and offer to purchase the equity interests owned by the offeree. Such an offer will be irrevocable for forty-five days and the offeree must accept either the offer to purchase or sell (the “Buy-Sell Option”). The ANBS JV Agreement will terminate at the time either party does not own any interest in Brake Systems as a result of the Buy-Sell Option or the Appraised Exit (defined below).

In certain circumstances, either party may exercise a right to purchase the equity interests held by the other party or sell the equity interests held by the exercising party. The exercising party must seek an appraisal of the fair market value of the business and purchase or sell its equity interest for an amount calculated as set forth in the ANBS JV Agreement (the “Appraised Exit”). The Appraised Exit right of one party is triggered by the change-in-control of the other party or an on-going material breach by the other party. In the event of a change-in-control of one party, the other party has 60 days after delivery of notice of change-in-control to exercise its Appraised Exit right. If the exercising party exercises its Appraised Exit right, it may elect to purchase the other party’s equity interests for an amount equal to 90% of the appraised value or sell its equity interests for an amount equal to 110% of the appraised value. An appraisal pursuant to the ANBS JV Agreement has not been conducted. Nissin may also exercise its Appraised Exit right if it determines there has been a fundamental breakdown in the relationship between the parties following (i) the adoption of any material change to the business plan by the Steering Committee without any supporting votes from the members appointed by Nissin or (ii) the adoption of any material change to the compensation paid to the employees of Brake Systems or any subsidiaries without any supporting votes from Steering Committee members appointed by Nissin.

The ANBS JV Agreement is governed by Japanese law, and any claims between the parties must be finally settled by arbitration before a tribunal in Singapore.

 

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PROPERTIES

Veoneer’s principal executive offices are located at Klarabergsviadukten 70, Section C6, SE-111 64, Stockholm, Sweden. Veoneer’s various businesses operate in a number of production facilities and offices. Veoneer believes that its properties are adequately maintained and suitable for their intended use and that the Company’s production facilities have adequate capacity for the Company’s current and foreseeable needs. All of Veoneer’s production facilities and offices are owned or leased by operating (either subsidiary or joint venture) companies.

VEONEER MANUFACTURING FACILITIES

 

Country/ Company

  

Location of

Facility

  

Reporting

Segment(s)

  

Items Produced at
Facility

  

Owned/
Leased

Canada            
Veoneer Electronics Canada, Inc.    Markham    Electronics    Airbag electronics, radar sensors    Leased
China            
Veoneer (China) Electronics Co., Ltd.    Shanghai    Electronics    Airbag electronics, radar sensors    Owned
Autoliv Nissin Brake Systems (Zhongshan) Co., Ltd    Zhongshan    Brake Control Systems    Brake control systems    Owned
France            
Veoneer Electronics SAS    Saint-Etienne du Rouvray    Electronics    Airbag electronics, ADAS ECUs    Owned
Japan            
Autoliv Nissin Brake    Ueda    Brake Control Systems    Brake control systems    Leased
Systems Japan Co., Ltd    Shimo-Muroga    Brake Control Systems    Brake control systems    Leased
   Saku City    Brake Control Systems    Brake control systems    Leased
Sweden            
Autoliv Sverige AB    Vårgårda    Electronics    Airbag electronics, vision cameras and radar    Owned
USA            
Autoliv ASP, Inc.    Goleta    Electronics    Night vision    Leased
Autoliv Nissin Brake Systems America LLC    Findlay    Brake Control Systems    Brake control systems    Leased
   Southfield    Brake Control Systems    Brake control systems    Leased

 

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TECHNICAL CENTERS

 

Country / Company

  

Location

  

Reporting

Segment(s)

  

Product(s) Supported

China         
Autoliv (Shanghai) Vehicle Safety System Technical Center Co., Ltd.    Shanghai    Electronics    Electronics customer applications and platform development with full-scale test laboratory
France         
Veoneer Electronics SAS    Cergy-Pontoise    Electronics    Electronics platform development and customer applications
Germany         
Autoliv B.V. & Co. KG    Dachau    Electronics    Electronics customer applications and platform development with full-scale test laboratory
India         
Autoliv India Private Ltd.    Bangalore    Electronics    Electronics for passive and active safety
Japan         
Autoliv Japan Ltd.    Hiroshima    Electronics    Electronics platform development
   Yokohama    Electronics    Electronics platform development
Autoliv Nissin Brake Systems Japan Co., Ltd.    Tochigi    Brake Systems    Brake control systems
Romania         
Autoliv Romania S.R.L.    Timisoara    Electronics    Electronics for passive and active safety
South Korea         
Autoliv Corporation    Seoul    Electronics    Electronics customer applications and platform development
Sweden         
Autoliv Development AB    Vårgårda    Electronics    Research center
Autoliv Sverige AB    Linköping    Electronics    Electronics platform development

 

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USA         
Autoliv ASP Inc.    Southfield    Electronics    Brake control systems, electronics customer application and platform development
   Lowell    Electronics    Electronics platform development
   Goleta    Electronics    Night vision development

Our joint venture, Zenuity, leases technical centers in Munich, Germany, Göteborg, Sweden and Farmington Hills, Michigan, USA.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presented below refer to and should be read in conjunction with the audited combined and unaudited condensed combined financial statements and the corresponding notes and the selected historical combined financial data, each included elsewhere in this information statement. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements, which are described in detail in the section entitled “Special Note About Forward-Looking Statements”. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see the “Risk Factors” section for a discussion of the uncertainties, risks and assumptions associated with these statements.

Introduction

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of Veoneer, Inc. (“we”, “our”, or “the Company”). This MD&A is presented in the following sections:

 

  Executive Overview

 

  Trends, Uncertainties and Opportunities

 

  Results of Operations

 

  Liquidity and Capital Resources

 

  Off-Balance Sheet Arrangements and Other Matters

 

  Non-U.S. GAAP Financial Measures

 

  Significant Accounting Policies and Critical Accounting Estimates

 

  Quantitative and Qualitative Disclosure about Market Risk

Veoneer, Inc. (“Veoneer” or the “Company”) is a Delaware corporation with its principal executive offices in Stockholm, Sweden. In early third quarter 2018 it is expected to be spun-off from Autoliv, Inc. The Company functions as a holding corporation and owns two principal operating subsidiaries, Veoneer AB and Veoneer US, Inc.

Veoneer is a global leader in the design, development, sale and manufacture of automotive safety electronics25 with a focus on innovation, quality and manufacturing excellence. Veoneer has operated for almost four years as a segment within Autoliv (“Electronics”). Based on the Autoliv heritage, Veoneer Safety Systems are designed to make driving safer and easier, more comfortable and convenient for the end consumer and to intervene before a collision. Veoneer endeavors to prevent vehicle accidents or reduce the severity of impact, in the event a crash is unavoidable. Through our customer focus, being an expert partner with our customers, we intend to develop human centric systems that benefit vehicle occupants.

Veoneer’s current product offering includes automotive radars, mono and stereo vision cameras, night vision systems, positioning systems, ADAS (advanced driver assist systems) electronic control units, passive safety electronics (airbag control units and crash sensors), brake control systems and a complete software offering towards highly automated driving (HAD) and eventually autonomous driving (AD). In addition, we offer driver monitoring systems, LiDAR sensors, RoadScape positioning and other technologies critical for HAD and AD solutions by leveraging our partnership network and internally developed intellectual property.

Veoneer’s filings with the SEC are available free of charge on our corporate website at www.autoliv.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC (i.e. generally the same day as the filing).

 

25  The Company’s calculations are based on information on revenues of automotive safety electronics competitors, of which the largest market participants (Aptiv, Bosch, Continental, Denso, Magna, Valeo and ZF) have been analyzed with publicly available information, such as the latest available annual reports, press releases and other information available on company websites.

 

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Shares of Veoneer common stock are expected to trade on the New York Stock Exchange under the symbol “VNE”. Swedish Depository Receipts representing shares of Veoneer common stock are expected to trade on Nasdaq Stockholm under the symbol “VNE SDB.”

Executive Overview

The planned spin-off of Autoliv’s Electronics segment is on track with trading in Veoneer, Inc. stock expected to begin early in the third quarter of 2018. Veoneer’s leadership positions were announced on March 22, 2018 and the internal reorganization of Autoliv and Veoneer was achieved on April 1, 2018. The internal reorganization resulted in the transfer of assets, liabilities and operations of Autoliv’s Electronics business on a global basis to our separate legal entities. Autoliv also announced Investor Days to be held in Stockholm and New York in late May and early June, respectively.

The first quarter was a solid start to 2018 for Veoneer with record sales of $0.6 billion while the operating margin was in line with our internal expectations, which includes planned increases in engineering costs to support our future sales targets. Our operating cash flow was also on track with internal expectations.

Veoneer’s strong momentum in Active Safety continues, with both stronger than expected core Active Safety sales growth and a milestone ADAS order with Geely, which includes Zenuity software along with the Veoneer hardware sensor suite of cameras, radars and ADAS electronic control units. While recent events in our industry around ADAS and AD are very unfortunate, these are reminders of the importance of system validations and to always have a mindset of quality first.

The product launch readiness for new programs in 2019 for Veoneer are generally on track and order intake remained strong during the first quarter of 2018. With quality as Veoneer’s top priority, the Company continues to execute on our spin-off plan while staying focused on creating trust in mobility and creating value for its stakeholders.

During fiscal 2017, Veoneer generated revenue of $2.3 billion, making the Company the largest pure-play listed automotive safety electronics company today.25 Our business is well diversified across geographic regions, product areas and customers. In fiscal 2017, 35% of our revenue was derived from Americas, 29% from Europe and 36% from Asia. In terms of product areas, 46% of our revenue came from restraint control systems, 34% from active safety products and 20% from brake systems. No single customer accounted for more than 21% of our revenue and our top five customers accounted for a total of approximately 70% of our revenue.

 

25  Larger (by revenue) listed safety electronics players are Aptiv, which is not purely focused on safety related products, in particular in Electrical/Electronic Architecture division, and Gentex, which is not purely focused on the automotive end-market, as it also provides products to the aerospace industry.

 

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Veoneer has a market share in Restraint Control Systems (25%), a high market share in the fragmented Active Safety market (16%) and an emerging market position in our recently founded Brake Systems (4%) unit.26 Our active safety portfolio is directly exposed to and benefitting from the high growth in advanced driver assistance and autonomous driving markets, which are expected to grow by a 22% CAGR from 2017 through 2025.27

Basis of Presentation

The discussion below relates to the financial position and results of operations of a combination of entities under common control that have been “carved out” of Autoliv’s consolidated financial statements. The preparation of the combined financial statements required considerable judgment of management and reflect significant assumptions and allocations that management of Autoliv and Veoneer believe are reasonable. The historical combined financial statements reflect our historical financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Refer to Note 1, Basis of Presentation and Note 2, Summary of Significant Accounting Policies, to the annual audited Combined Financial Statements and the Unaudited Condensed Combined Financial Statements included herein for additional information.

Veoneer reports its financial results in two segments: Electronics and Brake Systems. Our Electronics reporting segment consists of our active safety and restraint control systems product areas. Our Brake Systems reporting segment consists of our brake systems product area, which are those products developed by our Autoliv Nissin Brake Systems joint venture. For additional details regarding the impact the spin-off may have on our Brake Systems reporting segment, see “Risk Factors—Risks Related to the Company—We are uncertain whether we will be able to obtain the consent of Nissin Kogyo, our ANBS joint venture partner, with respect to the spin-off” and the description of our ANBS joint venture under “Business Description.”

Non-U.S. GAAP financial measures

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

 

26  The Company’s market share estimates are based on vehicle production data from IHS database and Company’s market insights of the respective markets based on publicly available information and history operating in the market.
27  The Company’s calculations for the Active Safety market estimates are based on vehicle production data from IHS database as of February 2018, supplemented by the Company’s own market insight about vehicle production based on publicly available information and history operating in the market, coupled with the Company’s insights and estimates on prices and penetration rates of each expected Active Safety product.

 

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Trends, Uncertainties and Opportunities

Key Market Growth Drivers

Content Per Vehicle. Consumer research highlights increasing demand for higher safety standards in cars. Additionally, there are several significant trends that will have a positive influence on overall CPV, which is the clear market driver of our TAM, including:

 

    Increasingly Stringent Safety Test Standards and Government Regulations: The European New Car Assessment Programme (“NCAP”) continuously updates its test program to include more active safety technologies to help the European Union reach its target of cutting road fatalities by 50% by 2020, compared to 2010.28 Also the U.S. National Highway Traffic Safety Administration (“NHTSA”) intends to ensure that its safety rating program continues to encourage automakers to develop and adopt active safety technologies where the end consumer and society at large will benefit. Inspired by this, 20 major OEMs selling LV on the US market have voluntarily agreed to implement autonomous emergency-braking systems and forward-collision warning systems as standard equipment on new vehicles produced by 2022.29 OEMs seek to demonstrate that their new and refreshed car models satisfy the NCAP’s highest rating, typically five stars, generally an important decision criteria for consumers when purchasing a new vehicle. We expect that global NCAPs will continue to add specific ADAS applications to their evaluation criteria over the next several years, led by the European NCAP. We believe that this global rollout will lead to more harmonized requirements across key geographic areas. In addition, more stringent NCAP regulations drive OEMs to install more airbags and more advanced seatbelt systems in their vehicles, increasing the demand for more advanced Restraint Control Systems.

 

    Industry Focus on Achieving Autonomous Driving: There is an ongoing evolution of collision avoidance technologies and an industry focus on achieving ADAS, Highly Automated Driving (“HAD”) and, ultimately, some form of AD. All levels of AD will require technology innovations of higher complexity, significantly increasing CPV. Full autonomous driving (Level 4/5 autonomy) cannot be achieved in one step. We expect there will be several technological innovations that are likely to revolutionize the driving experience. As an example, today there are solutions involving hands-free-capable driving at highway speeds and in congested traffic situations. Two additional solutions, which we believe could launch in 2019, are the inclusion of country road and city traffic capabilities. The latter solutions should require only minor additional sensing hardware, but significant algorithmic software advances and initially may only be available for certain geo-fenced areas.

 

    “Vision Zero”, UN’s Decade of Action for Road Safety and Similar Initiatives: Society is increasingly focused on reducing traffic fatalities. We believe that active safety technologies will play a key role in achieving this vision, as the systems intervene before accidents occur.

 

    Demographic Trends: There are additional growth drivers from various demographic trends, e.g., urbanization, aging driver populations adding demand for autonomous features and increased safety focus in Emerging Markets as GDP per capita expands.

 

    Trend towards electric and hybrid vehicles: The main opportunities we see in brake systems stem from its capabilities in regenerative braking technology, which works well with combustion engine vehicles but is even more suitable for electric and hybrid vehicles. We see significant opportunities to expand outside the current customer base, especially in combination with our global reach and strong customer relationships.

 

28  European Transport Safety Council – 5th EU Road Safety Action Programme 2020-2030.
29  Insurance Institute for Highway Safety Highway Loss Data Institute – Press Release 17 March 2016.

 

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Our TAM consists of three product areas: Active Safety, Restraint Control Systems and Brake Systems. The TAM is approximately $20 billion in 2017, and we estimate it will grow by a 10% CAGR through 2025 to approximately $43 billion.30

Light Vehicle Production. Our business is directly related to automotive LVP by our OEM customers. Automotive light vehicle sales depend on a number of different factors, including global and regional economic conditions as well as consumer buying behaviors in certain markets.

Full-year 2017 global light vehicle production hit a new record, the eighth consecutive year, increasing with slightly more than 2%. In 2016, the LVP grew by 5% and in 2015, the year-over-year growth in LVP was more than 1%.31

The main markets contributing to the global LVP growth in 2017 are China and Europe. China, the largest LVP market, grew by around 17% or 3.8 million light vehicles (“LV”) from 2015 to 2017. However, in 2017, we saw a more moderate growth of around 2%, partly as result of the pull forward effect from the tax incentives on smaller vehicles in 2016. In China, LVP is expected to continue to grow, but more in line with global LVP. In Europe, which is an important market for advanced automotive safety systems, LVP increased by more than 6% or by approximately 1.3 million LVs during the same three-year period. In North America, LVP declined by close to 5% or 0.8 million units in 2017 as LV sales declined for the first time since the recession in 2009-2010 and we experienced a reduction in vehicle inventories as car manufacturers adapted inventory levels to support lower vehicle sales targets. Despite the negative impact from North America, the market has maintained an overall growth rate of around 7% for the period from 2015 to 2017. Additionally, LVP in Japan grew by more than 5% over the same period.32

Due to the nature of our products, our sales are determined by the production levels for the individual vehicle models for which Veoneer is a supplier and the market penetration rate of our products. The most important markets for Veoneer’s products today are North America, Europe, China, Japan and South Korea.

Market Strategies and Opportunities

Technologically advanced product portfolio. Our product offering has evolved from individual hardware components towards a full-suite of ADAS and automated driving system solutions. These range from vision and radar hardware to decision-making algorithms and software to vehicle actuation. Our integrated system solutions allow OEMs to reduce their need for several suppliers within vehicle safety electronics. We source the decision and control making software and other elements of our autonomous driving systems from our JV with Volvo Cars, Zenuity, and our partnership network built around it, including Velodyne LiDAR, NVIDIA, Seeing Machines, TomTom and Ericsson.

Research, Development & Engineering. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide high-quality, technologically advanced products that meet and exceed our customers’ demands for safety, durability and performance. This is evidenced by our track record of introducing multiple industry firsts, underpinning our ability to commercialize new technology innovations. For example, in 2008, we integrated the ESC inertial motion sensors with electronic controls for airbags and other restraint systems (integrating active and passive safety). In 2011, we developed a system that combines controls for vehicle brakes with controls for vehicle restraints. In 2013, we introduced the

 

30  The Company’s calculations for market estimates are based on vehicle production data from IHS database as of February 2018, supplemented by the Company’s own market insight about vehicle production based on publicly available information and history operating in the market, coupled with the Company’s insights and estimates on prices and penetration rates of each expected product in the respective vertical.
31  IHS Light Vehicle Production Database as of February 2018.
32 

IHS Light Vehicle Production Database as of February 2018.

 

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industry first Autonomous Emergency Braking for both radar and vision and in 2016, we introduced the third-generation night vision solutions, the world’s first night vision system that can detect traffic danger and living things in total darkness or fog.

We have a team of approximately 3,600 scientists, engineers and technicians across 14 technical centers globally. In addition, as of December 2017, Zenuity had a team of 502 employees and consultants, of which approximately 90% are software engineers.

In addition to having our own researchers, Veoneer provides funding for several scientists at universities and independent research institutes to work on special projects, such as researchers in the Advanced Vehicle Technologies Consortium led by MIT.

During the past three years we have substantially increased our investments in research and development, including support for new business awards. In 2017, we invested $375 million in R,D&E, a 76% increase from 2015.

Market Uncertainties

Automotive Safety Regulation. Government automotive safety regulations have imposed ever more stringent safety regulations for vehicles and are a key driver in our business. These regulations are subject to change based on several factors that are not within our control, including new scientific or medical data, adverse publicity regarding autonomous vehicles or technology, domestic or foreign political developments or considerations and litigation relating to our products and our competitors’ products. Though increasing automotive safety regulation may generate higher demand for our products, we may not be able to take advantage of such demand if we are unable to anticipate regulatory changes and adapt quickly enough to meet such new regulatory standards or requirements.

Technology Uncertainties. The sale of our active safety products is determined, in part, by consumer acceptance and adoption of these technologies. Market acceptance of active safety technology depends upon many factors, including driver preference and perception, safety performance, cost and regulatory requirements related to such technologies. These factors may impact the ultimate market acceptance of ADAS, AD and HAD technologies. The performance, reputation and consumer acceptance of similar or complementary products of our competitors may impact the sales of our products. We must be able to anticipate changes in technology and develop and introduce new and enhanced products that can be differentiated in the market from the products of our competitors.

OEM Product Recalls. The number of vehicles recalled globally by OEMs has reached historically high levels. These recalls may either be initiated voluntarily by the OEMs or influenced or ordered by regulatory agencies. Given the sensitivity to safety issues in the automotive industry, including increased focus on potential problems from regulators and consumers, the number of automotive recalls may remain above historical levels over the near future. The Company’s strategy is to follow stringent internal procedures when developing new products and technologies and to apply a proactive “zero-defect” quality policy. The Company’s products have been involved in less than 1% of all recalls in automotive safety electronics since 2010.33

Pricing. Pricing pressure from customers is an inherent part of the automotive components business. The extent of price reductions varies from year to year and takes the form of one time give backs, reductions in direct sales prices or discounted reimbursements for engineering work.

New competition. Increased competition may result in price reductions, reduced margins and our inability to gain or maintain market share. OEMs rigorously evaluate suppliers based on product quality, price, reliability and delivery as well as engineering capabilities, technical expertise, product innovation, financial viability, application of lean principles, operational flexibility, customer service and overall management. To maintain our

 

33  Company market insights based on publicly available information and history operating in the market.

 

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competitiveness and position, it is important to focus on these aspects of our customers’ evaluation and selection criteria for a Tier 1 supplier.

The largest growth opportunities are expected to be in the active safety systems market, which include many of the traditional Tier 1 automotive suppliers. As this industry is subject to rapid evolution and changes in technology, other non-traditional automotive suppliers may enter this attractive market. Additionally, there is no guarantee our customers will adopt our new products or technologies.

Results of Operations

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

Market overview

Light Vehicle Production Development

Change vs. same quarter last year

 

     China     Japan     RoA     Americas     Europe     Total  

LVP1)

     (2.4 )%      (0.1 )%      1.1     (0.5 )%      (0.1 )%      (0.6 )% 

 

1) Source: IHS April 17, 2018.

During the first quarter of 2018, the global light vehicle production declined by 0.6% mainly due to lower production in China where the tax incentive programs on certain vehicles, which has been in place for several years, expired on December 31, 2017. Within the Americas, North America declined by 2.7% while South America increased by 11.9% (Source: IHS April 17, 2018).

Consolidated Net Sales

The Company has substantial operations outside the U.S. and presently around 65% of its sales are denominated in currencies other than the U.S. dollar. This makes the Company and its performance in regions outside the U.S. sensitive to changes in U.S. dollar exchange rates when translated. The measure “Organic sales” presents the increase or decrease in the Company’s overall U.S. dollar net sales on a comparative basis, allowing separate discussion of the impacts by segment, of acquisitions/divestitures and exchange rate fluctuations and our ongoing core operations and results. The reconciliations provided in the section entitled “Non-U.S. GAAP Measures” present the change in “Organic sales” reconciled to the change in the total net sales as can be derived from our unaudited condensed consolidated financial statements.

The following table shows the Company’s consolidated net sales by segment and other for the first quarter of 2018 and 2017:

Net Sales by Segment

 

          Three months ended     Components of Change in
Net Sales
 
          March 31,
2018
    March 31,
2017
    Reported
change
    Currency effects1)     Organic  
Dollars in Millions         Unaudited     Unaudited     Based on
Unaudited
    Unaudited     Unaudited  

Electronics

    $ 480.9     $ 462.9       3.9     6.3     (2.4 )% 

Whereof

   
Restraint Control
Systems
 
 
  $ 267.7     $ 271.3       (1.3 )%      6.8     (8.1 )% 
    Active Safety     $ 213.2     $ 191.6       11.3     5.5     5.8

Brake Systems

    $ 113.6     $ 121.9       (6.8 )%      4.6     (11.4 )% 

Intersegment sales

    $ (0.2   $ (1.5     —         —         —    

Veoneer net sales

    $ 594.3     $ 583.3       1.9     5.9     (4.0 )% 

 

1) Effects from currency translations.

 

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Net sales increased by 1.9% to $594 million for the first quarter of 2018 as compared to the first quarter of 2017. Excluding acquisition effects and positive currency translation effects, the decline in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was 4.0%.

Restraint Control Systems (mainly airbag control modules and remote crash sensing units) sales declined by 1.3%. The decrease in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) of 8.1%, was mainly driven by sales declines in South Korea and China with Hyundai/Kia along with GM and Nissan in North America and Mazda in Japan. The organic sales decline impact was mostly mitigated by a positive currency translation effect of 6.8%.

Active Safety (mainly automotive radars, cameras with driver assist systems and night vision systems) sales increased by 11.3% compared to the same quarter in 2017. The change was driven by an increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) of 5.8%. The Active Safety growth was positively impacted by almost 10% organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) increase in our core active safety products (including automotive radars, cameras with driver assist systems and ADAS-ECU) especially with models Mercedes, Honda and FCA. This was partially offset by the ramp-down of the current GPS business with Ford in North America as well as the ramp-down of our internally developed brake systems with Baojun in China. In addition, currency translation effects were a benefit of 5.5% over the same period last year.

Brake Systems sales declined by 6.8%, mainly due to the organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) decline of 11.4%, primarily with Honda in North America which was partially offset by a favorable currency translation effect of 4.6%.

Electronics Segment Performance

 

     Three months Ended
March 31
             
Dollars in millions   

2018

Unaudited

   

2017

Unaudited

   

Reported Change

Based on Unaudited

   

Organic Change1)

Unaudited

 

Electronics Sales

   $ 480.9     $ 462.9       3.9     (2.4 )% 

Electronics operating (loss)

   $ (1.1   $ (2.6     57.7  

Electronics operating margin (%)

     (0.2     (0.6     0.4  

Electronics headcount

     6,077       5,292       14.8  

 

1) Non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation

The operating loss in the Electronics Segment decreased by $1.5 million to $1.1 million in 2018 due to favorable operating leverage on gross profit and net currency effects which was partially offset by planned higher investments in R,D&E.

Brake Systems Segment Performance

 

     Three months Ended
March 31
             
Dollars in millions    2018
Unaudited
   

2017

Unaudited

   

Reported Change

Based on Unaudited

    Organic Change1)
Unaudited
 

Brake Systems Sales

   $ 113.6     $ 121.9       (6.8 )%      (11.4 )% 

Brake Systems operating (loss)

   $ (7.7   $ (1.9     (305.3 )%   

Brake Systems operating margin (%)

     (6.8     (1.6     (5.2 )%   

Brake Systems headcount

     1,490       1,642       (9.3 )%   

 

1) Non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation

The operating loss in Brake Systems increased by $5.8 million in the first quarter 2018 compared to 2017, mainly due to the negative operating leverage on gross profit related to the organic sales decline of around $14 million (non-U.S. GAAP Measure, see “Non-U.S. GAAP Measures” section for reconciliation).

 

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Net Sales by Region

 

     Three Months Ended
March 31
           Components of Change in
Net Sales
 
     2018
Sales
     2017
Sales
     Reported
change
    Currency effects1)     Organic  
Dollars in Millions    Unaudited      Unaudited      Based on
Unaudited
    Unaudited     Unaudited  

Asia

   $ 210.9      $ 207.2        1.8     7.1     (5.3 )% 

Americas

   $ 192.6      $ 215.5        (10.6 )%      0.0     (10.6 )% 

Europe

   $ 190.8      $ 160.6        18.8     12.2     6.6

Veoneer net sales

   $ 594.3      $ 583.3        1.9     5.9     (4.0 )% 

 

1) Effects from currency translations.

Sales from Veoneer’s companies in Asia increased by 1.8%, which was mainly driven by the favorable currency translation of 7.1%. The effect was partially offset by a decrease in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) of 5.3%. The decline was as a result of lower Restraint Control Systems sales to Hyundai/Kia in China and South Korea, together with Mazda in Japan and the continued ramp-down of our internally developed brake systems with Baojun in China and lower Brake Systems sales due to vehicle model changes, notably with Honda. This was partly offset by higher sales of Brake Systems to Honda in Japan, Active Safety Systems in China and Restraint Control Systems to Suzuki in India.

Sales from Veoneer’s companies in Americas decreased by 10.6% due to the decline in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation). Sales were negatively impacted by sales declines for Brake Systems to Honda and ramp-down with current GPS business with Ford as well as declining sales of Restraint Control Systems to GM and Nissan.

Sales from Veoneer’s companies in Europe increased by 18.8%, partially driven by an increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) of 6.6%. Active safety was the main contributor to the organic sales increase, specifically with core active safety products (including automotive radars, cameras with driver assist systems and ADAS-ECU) primarily with models from Mercedes and FCA. Favorable currency effects were 12.2% for the first quarter mainly due to the weakening US dollar when compared to the same period in 2017.

 

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Veoneer Performance

 

     Three Months ended
March 31
    Change  

(Dollars in millions, except per share data)

   2018     2017     D     %  
     Unaudited     Unaudited     Based on Unaudited  

Net sales

   $ 594.3     $ 583.3     $ 11.0       1.9

Cost of sales

   $ (482.6   $ (469.9   $ (12.7     2.7

% of sales

     (81.2 )%      (80.6 )%      (0.6 )%   

Gross profit

   $ 111.7     $ 113.4     $ (1.7     (1.5 )% 

% of sales

     18.8     19.4     (0.6 )%   

S,G&A

   $ (30.8   $ (29.4   $ (1.4     4.8

% of sales

     (5.2 )%      (5.0 )%      (0.2 )%   

R,D&E, net

   $ (106.1   $ (87.5   $ (18.6     21.3

% of sales

     (17.9 )%      (15.0 )%      (2.9 )%   

Amortization of intangibles

   $ (5.3   $ (19.1   $ 13.8       (72.3 )% 

% of sales

     (0.9 )%      (3.3 )%      2.4  

Other income (expense), net

   $ 14.5     $ 12.2     $ 2.3       18.9

% of sales

     2.4     2.1     0.3  

Operating loss

   $ (16.0   $ (10.4   $ (5.6     53.8

% of sales

     (2.7 )%      (1.8 )%      (0.9 )%   

Loss from equity method investments

   $ (14.0   $ —       $ (14.0     n.a.  

Net interest income (expense)

   $ (0.1   $ —       $ (0.1     n.a.  

Other non-operating items, net

   $ 0.1     $ (0.6   $ 0.7       (116.7 )% 

Loss before taxes

   $ (30.0   $ (11.0   $ (19.0     172.7

Income tax expense

   $ (7.0   $ (11.0   $ (4.0     (36.3 )% 

Net loss

   $ (37.0   $ (22.0   $ (15.0     68.2

Less Net (loss) attributable to non-controlling interest

   $ (4.7   $ (2.2   $ (2.5     113.6

Net loss attributable to controlling interest

   $ (32.3   $ (19.8   $ (12.5     63.1

Cost of Sales/Gross Profit

The gross profit for the first quarter 2018 decreased by $1.7 million when compared to the prior year due to the organic sales decline and the product recall discussed in footnote 14 of the Unaudited Condensed Combined Financial Statements.

Operating Loss

The operating loss and operating margin in the first quarter of around $16 million and (2.7)%, respectively, decreased by $5.6 million and 0.9% primarily due to the product recall discussed in footnote 14 of the Unaudited Condensed Combined Financial Statements when compared to the same quarter last year. Planned higher investments in R,D&E, net as we continue to invest in technology, competence and capacity to support strong customer order intake and new products were essentially offset by lower amortization of intangibles (related to M/A-COM for which we recorded an impairment of intangibles through amortization in the first quarter 2017) and higher other income related to the gain recorded associated with the reduction in the earn-out liability based on our assessment of fair value. Such gain was higher in 2018 vs. 2017 (see Note 5 of the Notes to the Unaudited Condensed Combined Financial Statements for these purchase accounting effects from the M/A-COM acquisition). S,G&A remained relatively unchanged compared to the same period in 2017.

Equity method investments

The equity method investment loss for the first quarter increased by $14 million due to Veoneer’s 50% share of the Zenuity joint venture which was formed in April of 2017.

 

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Net interest expense

Net interest expense for the first quarter increased by $0.1 million to $0.1 million compared to 2017.

Income Tax

The income tax provision for the first quarter of 2018 was $7.0 million compared to $11.0 million in the same quarter of 2017. The tax expense in the first quarter of 2018 was primarily impacted by a reduction in the pre-tax earnings of our profitable subsidiaries, a change in the mix of earnings of our profitable subsidiaries and a $0.4 million net discrete benefit recorded during the quarter related to changes in our valuation allowance assessment for our US entity and one of our non-US entities.

Net Loss

The net loss attributable to controlling interest amounted to approximately $37 million for the first quarter as compared to a net loss of $22 million for the same period last year. Increased investment in R,D&E, product recall and the equity method loss relating to Zenuity were partially offset by lower amortization of intangibles.

Fiscal Year 2017 Compared to Fiscal Year 2016

Net Sales by Segment

 

                       Components of Change in Net Sales  
           2017
Sales (MUSD)
    2016
Sales (MUSD)
    Reported
change
    Acquisitions/
Divestitures
    Currency
effects1)
    Organic  
           Audited     Audited     Based on
Audited
    Unaudited     Unaudited     Unaudited  

Electronics

     $ 1,850.5     $ 1,836.5       0.8           0.2     0.6

Whereof:

    
Restraint Control
Systems
 
 
  $ 1,072.8     $ 1,096.7       (2.2 )%            0.3     (2.5 )% 
     Active Safety     $ 777.7     $ 739.8       5.2           0.1     5.1

Brake Systems

     $ 475.9     $ 391.1       21.6     30.8     (1.8 )%      (7.4 )% 

Intersegment sales

       (4.2     (9.3                        

Veoneer sales

     $ 2,322.2     $ 2,218.3       4.7     5.4     (0.1 )%      (0.6 )% 

 

1) Effects from currency translations.

Net sales increased for the full year 2017 by 4.7% to $2,322 million as compared to 2016. Excluding acquisition effects and negative currency translation effects, the decline in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was 0.6%.

Restraint Control Systems (mainly airbag control modules and remote crash sensing units) sales declined by 2.2%. The decrease in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was 2.5%, mainly driven by decline in North America, Japan and South Korea, partly mitigated by increased sales in China and India.

Active Safety (mainly automotive radars, cameras with driver assist systems and night vision systems) sales increased by 5.2% compared to 2016, all driven by an increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation). The growth for Active Safety was positively impacted by double-digit organic increase in sales of core active safety products (including automotive radars, cameras with driver assist systems and ADAS-ECU), and negatively impacted by sales declines for positioning systems in North America as well as the ramp-down of our internally developed brake systems in China.

 

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Brake Systems sales increased by 21.6%, mainly driven by a full year of operations for ANBS in 2017 in comparison to 2016 when it was acquired. This change in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was adversely affected by changes in vehicle models, notably with Honda, that did not incorporate our products.

Electronics Performance

 

Dollars in millions    2017
Audited
    2016
Audited
    Reported Change
Based on Audited
    Organic Change1)
Unaudited
 

Electronics Sales

   $ 1,850.5     $ 1,836.5       0.8     0.6

Electronics operating income

   $ (13.7   $ 11.1       (223.4 )%   

Electronics operating margin

     (0.7 )%      0.6     (1.3 )%   

Electronics headcount

     5,898       5,045       16.9  

 

1) Non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation

The operating income in Electronics declined from $11.1 million in 2016 to an operating loss of $13.7 million in 2017, mainly because of continued high investments in RD&E, net, for future growth.

Brake Systems Performance

 

Dollars in millions

   2017
Audited
    2016
Audited
    Reported Change
Based on Audited
    Organic Change1)
Unaudited
 

Brake Systems Sales

   $ 475.9     $ 391.1       21.6     (7.4 )% 

Brake Systems operating income

   $ (247.2   $ (12.0     1960.0  

Brake Systems operating margin

     (51.9 )%      (3.1 )%      (48.8 )%   

Brake Systems headcount

     1,586       1,733       (8.5 )%   

 

1) Non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation

The operating loss in Brake Systems increased by around $235 million in 2017 compared to 2016 mainly due to a goodwill impairment charge of approximately $234 million. Excluding the impairment charge, operating loss was comparable to 2016.

Net Sales by Region

 

                         Components of Change in Net Sales  
     2017
Sales (MUSD)
     2016
Sales (MUSD)
     Reported
change
    Acquisitions/
Divestitures
    Currency effects1)     Organic  
     Audited      Audited      Based on
Audited
    Unaudited     Unaudited     Unaudited  

Asia

   $ 847.4      $ 787.5        7.6     10.7     (1.1 )%      (2.0 )% 

Americas

   $ 812.3      $ 832.4        (2.5 )%      4.3     0.0     (6.8 )% 

Europe

   $ 662.5      $ 598.4        10.8     0.0     1.0     9.8

Global

   $ 2,322.2      $ 2,218.3        4.7     5.4     (0.1 )%      (0.6 )% 

 

1) Effects from currency translations.

Sales from Veoneer’s companies in Asia increased by 7.6%, of which the decrease in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was 2.0%. Sales declined as result of lower sales of Restraint Control Systems in Japan and South Korea, ramp-down of our internally developed brake system in China and lower sales of Brake Systems due to vehicle model changes, notably with Honda. This was partly offset by higher sales of Restraint Control Systems in China and India.

 

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Sales from Veoneer’s companies in Americas decreased by 2.5%, of which the decrease in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) from Veoneer’s companies in the Americas was 6.8%. Sales were negatively impacted by sales declines for positioning systems to Ford as well as declining sales of Restraint Control Systems to GM.

Sales from Veoneer’s companies in Europe increased by 10.8%, mainly driven by an increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) of 9.8%. Active safety was the main contributor to the organic sales increase. Specifically, cameras with driver assist systems showed strong growth.

Veoneer Performance

 

     Years ended December 31     Change  

(Dollars in millions, except per share data)

   2017     2016     D     %  
     Audited     Audited     Based on Audited  

Net sales

   $ 2,322.2     $ 2,218.3     $ 103.9       4.7

Cost of sales

   $ (1,856.6   $ (1,795.1   $ (61.5     3.4

% of sales

     (80.0 )%      (80.9 )%      0.9  

Gross profit

   $ 465.6     $ 423.2     $ 42.4       10.0

% of sales

     20.0     19.1     0.9  

S,G&A

   $ (110.0   $ (109.8   $ (0.2     0.2

% of sales

     (4.7 )%      (4.9 )%      0.2  

R,D&E, net

   $ (375.4   $ (299.7   $ (75.7     25.3

% of sales

     (16.2 )%      (13.5 )%      (2.7 )%   

Goodwill impairment charge

   $ (234.2     0.0     $ (234.2     n.a.  

% of sales

     (10.1 )%      0.0     (10.1 )%   

Amortization of intangibles

   $ (37.0   $ (34.5   $ (2.5     7.2

% of sales

     (1.6 )%      (1.6 )%      (0.0 )%   

Other income (expense), net

   $ 8.3     $ (4.0   $ 12.3       (307.5 )% 

% of sales

     0.4     (0.2 )%      0.6  

Operating loss

   $ (282.7   $ (24.8   $ (257.9     1,039.9

% of sales

     (12.2 )%      (1.1 )%      (11.1 )%   

Loss from equity method investments

   $ (30.7   $ —       $ (30.7     n.a.  

Net interest income (expense)

   $ 0.0     $ (0.1   $ 0.1       (100.0 )% 

Other non-operating items, net

   $ (0.8   $ 3.1     $ (3.9     (125.8 )% 

Loss before taxes

   $ (314.2   $ (21.8   $ (292.4     1,341.3

Income tax expense

     (30.1   $ (38.3   $ 8.2       (21.4 )% 

Net loss

   $ (344.3   $ (60.1   $ (284.2     472.9

Net loss attributable to non-controlling interest

     (127.3     (7.0     (120.3     1,718.6

Net loss attributable to controlling interest

   $ (217.0   $ (53.1   $ (163.9     308.7

Cost of Sales/Gross Profit

The gross profit for the full year 2017 increased by $42 million, compared to the prior year, as result of higher sales, driven primarily by sales increases for Active Safety and acquisition effects. The improved gross margin was mainly due to lower direct material costs, partly offset by higher costs related to investments for capacity and growth.

Operating Loss

Operating loss increased by around $258 million to $(283) million and the operating margin declined by 11.1% to (12.2)% mainly due to a goodwill impairment charge of approximately $234 million in the fourth

 

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quarter of 2017 as described below. Excluding the impairment charge, the operating loss was $(49) million and the negative 2.1% operating margin was a result of continued high investments in R,D&E, net for future growth partly offset by improved gross margin.

Selling, General and Administrative (S,G&A) remained unchanged compared to the prior year. R,D&E expenses, net increased by $76 million compared to the prior year due to our continued investment in technology, competence and capacity to support strong customer order intake and new products. The decrease in Other income (expense), net was primarily impacted by reduction of contingent consideration liability. See Note 3, Business Combinations, to the Combined Financial Statements included herein.

In the fourth quarter of 2017, the Company recognized an impairment charge of the full goodwill amount of $234 million related to the joint venture Autoliv Nissin Brake Systems (ANBS), which was due to a lower than originally anticipated sales development.

Net interest expense

Net interest expense decreased by $0.1 million to $0.0 million compared to 2016.

Income Tax

Our provision for income taxes for the years ended December 31, 2017 and 2016 was approximately $30 million and $38 million, respectively. The decrease in the provision for income taxes was due primarily to a reduction in the earnings of our profitable non-US subsidiaries and an increase in tax credits.

Net Loss

Net loss attributable to controlling interest amounted to approximately $217 million compared to a net loss of $53 million for the full year 2016. The increase in net loss for 2017 compared to 2016 was mainly due to the goodwill impairment, the increased investment in R,D&E and the equity method loss relating to Zenuity.

Fiscal Year 2016 Compared to Fiscal Year 2015

Net Sales by Segment

 

                       Components Of Change In Net Sales  
           2016
Sales (MUSD)
    2015
Sales (MUSD)
    Reported
change
    Acquisitions/
Divestitures
    Currency
effects1)
    Organic  
           Audited     Audited     Based on
Audited
    Unaudited     Unaudited     Unaudited  

Electronics

     $ 1,836.5     $ 1,588.6       15.6     2.2     (0.7 )%      14.1

Whereof:

    
Restraint Control
Systems
 
 
  $ 1,096.7     $ 977.5       12.2           (0.6 )%      12.8
     Active Safety     $ 739.8     $ 611.1       21.1     5.7     (0.9 )%      16.3

Brake Systems

     $ 391.1     $ —         —         100.0     0.0     0.0

Intersegment sales

       (9.3     —         —         —         —         —    

Veoneer sales

     $ 2,218.3     $ 1,588.6       39.6     26.3     (0.7 )%      14.0

 

1) Effects from currency translations.

Consolidated Veoneer sales increased for the full year 2016 by 39.6% to $2,218 million compared to the same period in 2015 primarily due to acquisition of ANBS, which comprises our Brake Systems JV with Nissin Kogyo. Excluding acquisition effects and negative currency translation effects, the increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was 14.0%, generated by double-digit organic sales growth rate in all product areas.

 

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Restraint Control Systems sales (mainly airbag control modules and remote crash sensing units) increased by 12.2% compared to 2015, mainly driven by an increase in organic sales of 12.8% (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation ) across most regions, in particularly due to strong performance in China.

Active Safety (mainly automotive radars, cameras with driver assist systems and night vision systems) sales increased by 21.1% compared to 2015, with a 16.3% increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) primarily generated by strong sales development with radar products in North America and camera and radar products in Europe, largely due to the increased demand for driving assistance at Mercedes. Sales of camera systems to BMW also contributed.

Sales of Brake Systems were in line with our expectations from the start of operations of ANBS in the beginning of the second quarter of 2016.

Electronics Performance

 

Dollars in millions

   2016
Audited
    2015
Audited
    Reported Change
Based on Audited
    Organic Change1)
Unaudited
 

Electronics Sales

   $ 1,836.5     $ 1,588.6       15.6     14.1

Electronics operating income

   $ 11.1     $ 6.6       68.2  

Electronics operating margin

     0.6     0.4     0.2  

Electronics headcount

     5,045       4,080       23.7  

 

1) Non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation

Operating income in Electronics increased by $5 million in 2016 compared to 2015, mainly due to organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) growth and improved gross margin partly offset by higher costs for R,D&E, net.

Brake Systems Performance

 

Dollars in millions

   2016
Audited
    2015
Audited
     Change      Organic Change1)
Unaudited
 

Brake Systems Sales

   $ 391.1     $ —          —          —    

Brake Systems operating income

   $ (12.0   $ —          —       

Brake Systems operating margin

     (3.1 )%      —          —       

Brake Systems headcount

     1,733       —          —       

 

1) Non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation

Brake Systems were consolidated from April 1, 2016.

Net Sales by Region

 

                         Components Of Change In Net Sales  
     2016
Sales (MUSD)
     2015
Sales (MUSD)
     Reported
change
    Acquisitions/
Divestitures
    Currency effects1)     Organic  
     Audited      Audited      Based on
Audited
    Unaudited     Unaudited     Unaudited  

Asia

   $ 787.5      $ 421.2        87.0     63.6     (1.4 )%      24.8

Americas

   $ 832.4      $ 651.2        27.8     23.1     0.0     4.8

Europe

   $ 598.4      $ 516.2        15.9     0.0     (1.0 )%      16.9

Global

   $ 2,218.3      $ 1,588.6        39.6     26.3     (0.7 )%      14.0

 

1) Effects from currency translations.

 

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Sales from Veoneer’s companies in Asia increased by 87.0%, primarily due to the inclusion of ANBS. The 24.8% increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) was mainly driven by Restraint Control System sales in China and South Korea.

In the Americas, consolidated sales were 27.8% higher compared to 2015, primarily due to the inclusion of ANBS, which began operations in 2016 and comprises our Brake Systems segment. The 4.8% increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) from Veoneer’s companies was primarily driven by higher sales of radar products.

Sales from Veoneer’s companies in Europe increased by 15.9%, mainly driven by an increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) of 16.9%, mainly due to higher sales of active safety products. Currency translation had a small negative effect.

Veoneer Performance

 

     Years ended December 31     Change  

(Dollars in millions, except per share data)

   2016     2015     D     %  
     Audited     Audited     Based on Audited  

Net sales

   $ 2,218.3     $ 1,588.6     $ 629.7       39.6

Cost of sales

   $ (1,795.1   $ (1,310.2   $ (484.9     37.0

% of sales

     (80.9 )%      (82.5 )%      1.6  

Gross profit

   $ 423.2     $ 278.4     $ 144.8       52.0

% of sales

     19.1     17.5     1.6  

S,G&A

   $ (109.8   $ (68.0   $ (41.8     61.5

% of sales

     (4.9 )%      (4.3 )%      (0.6 )%   

R,D&E, net

   $ (299.7   $ (213.6   $ (86.1     40.3

% of sales

     (13.5 )%      (13.4 )%      (0.1 )%   

Amortization of intangibles

   $ (34.5   $ (9.8   $ (24.7     252.0

% of sales

     (1.6 )%      (0.6 )%      (1.0 )%   

Other income (expense), net

   $ (4.0   $ 4.6     $ (8.6     (187.0 )% 

% of sales

     (0.2 )%      0.3     (0.5 )%   

Operating loss

   $ (24.8   $ (8.4   $ (16.4     195.2

% of sales

     (1.1 )%      (0.5 )%      (0.6 )%   

Net interest income (expense)

   $ (0.1   $ (0.3   $ 0.2       66.7

Other non-operating items, net

   $ 3.1     $ 0.5     $ 2.6       520.0

Loss before taxes

   $ (21.8   $ (8.2   $ (13.6     165.9

Income tax expense

     (38.3   $ (21.8   $ (16.5     75.7

Net loss

   $ (60.1   $ (30.0   $ (30.1     100.3

Net loss attributable to non-controlling interest

     (7.0     0.0       (7.0     n.a.  

Net loss attributable to controlling interest

   $ (53.1   $ (30.0   $ (23.1     77.0

Cost of Sales/Gross Profit

The gross profit for the full year 2016 increased by $145 million, as compared to the prior year, primarily driven by higher sales and higher gross margin. The gross margin increased by 1.6% compared to 2015, mainly due to the increase in organic sales (non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” section for reconciliation) and lower direct material costs.

 

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Operating Loss

The operating loss increased by approximately $16 million to minus $25 million and the operating margin decreased by 0.6% to (1.1)%. In 2016, the operating margin was negatively affected by costs related to the formation of ANBS and higher costs for R,D&E, net partly offset by higher organic sales.

Selling, General and Administration (S,G&A) expenses increased by $42 million mainly driven by higher personnel costs including acquisition effects.

The increase in R,D&E net was primarily related to high order intake, support of new projects and investments to deliver on growth opportunities.

Amortization of intangibles increased by $25 million due to the full year impact in 2016 of amortization of intangible assets associated with the acquisition of MACOM’s automotive business in 2015, and amortization of intangible assets related to the joint venture, ANBS, which closed at end of the first quarter 2016. See Note 3, Business Combinations, to the Combined Financial Statements included herein.

Other income (expense), net was around $9 million lower than prior year mainly due to an insurance reimbursement in 2015 and one-time severance arrangements.

Income Tax

Our provision for income taxes for the years ended December 31, 2016 and 2015 was approximately $38 million and $22 million, respectively. The increase in the provision for income taxes was due primarily to an increase in the earnings of our profitable non-US subsidiaries.

Net Loss

Net loss attributable to controlling interest amounted to approximately $53 million compared to a loss of $30 million for the full year 2015, mainly due to the higher SG&A and amortization expenses associated with ANBS as well as increased investment in R, D&E.

Liquidity and Capital Resources

 

     Three Months Ended March 31  

(Dollars in Millions)

   2018      2017      Change  
     Unaudited      Unaudited      D  

Net cash (used in) provided by operating activities

   $ (78.7    $ 7.6      $ (86.3

Net cash used in investing activities

     (24.9      (16.4      (8.5

Net cash provided by financing activities

     103.6        8.8        (94.8

Effect of exchange rate changes on cash and cash equivalents

     —          —          —    
  

 

 

    

 

 

    

 

 

 

(Increase) / (decrease) in cash and cash equivalents

     —          —          —    

Cash and cash equivalents at beginning of year

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of year

   $ —        $ —        $ —    

Net Cash (Used in) Provided by Operating Activities

Net Cash used in operating activities during the first quarter of 2018 of around $79 million was approximately $86 million higher than the same period last year mainly due to timing related to working capital items.

 

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Net Cash Used in Investing Activities

In the first quarter cash used in investing activities amounted to $25 million. Our investing activities primarily consist of investments in property, plant and equipment and acquisition of businesses, net of cash. During the first quarter of 2018, the Company contributed $71.5 million to the Zenuity joint venture which was offset by the re-payment of related party receivables of $76.0 million. For the same period last year, our investing activities were $16 million. The increase is mainly due to slightly higher capital expenditures net.

Net Cash Provided by Financing Activities

For the first quarter of 2018 and 2017, respectively, cash provided by financing activities amounted to $104 million and $9 million, respectively. During the three month period ended March 31, 2018, the Company borrowed $23.5 million to pay off related party debt. In addition, funding has been provided by Autoliv to support the Company’s investments in future growth activities.

Capital Expenditures

Capital expenditures (see “Definitions” section below), gross was $31 million in in the first quarter 2018 as compared to $27 million in 2017, corresponding to 5.2% and 4.6% of net sales, respectively.

Significant Legal Matters

For discussion of legal matters we are involved in, see Note 14, Contingent Liabilities, to the Unaudited Condensed Combined Financial Statements included herein.

Foreign Earnings

Substantially all of the Company’s non-U.S. earnings are permanently reinvested outside the U.S. The permanently reinvested earnings are not planned to be repatriated to the U.S. as they will be used to fund ongoing operations in Sweden.

Income Taxes

The Company has reserves for taxes that may become payable in future periods because of tax audits. At any given time, the Company may be subject to tax audits covering multiple years in several tax jurisdictions. Ultimate outcomes are uncertain but could, in future periods, have a significant impact on the Company’s cash flows. See Note 6, Income Taxes, to the Unaudited Condensed Combined Financial Statements included herein.

 

 

     Years ended December 31  

(DOLLARS IN MILLIONS)

   2017     2016     2015  
     Audited     Audited     Audited  

Net cash (used in) provided by operating activities

   $ (1.2   $ (7.3   $ 18.9  

Net cash used in investing activities

     (230.4     (335.4     (202.3

Net cash provided by financing activities

     231.6       342.7       183.4  

Effect of exchange rate changes on cash and cash equivalents

                  
  

 

 

   

 

 

   

 

 

 

(Increase) / (decrease) in cash and cash equivalents

                  

Cash and cash equivalents at beginning of year

                  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $     $     $  

Net Cash (Used in) Provided by Operating Activities

Cash used in operating activities was $(1) million in 2017 and $(7) million in 2016. Cash provided by operating activities was $19 million in 2015.

 

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Days receivables outstanding (see “Definitions” section below) were 74 at December 31, 2017, compared to 73 at December 31, 2016.

Days inventory outstanding (see “Definitions” section below) were 31 at December 31, 2017, compared to 29 at December 31, 2016.

Net Cash Used in Investing Activities

In 2017, 2016 and 2015, cash used in investing activities amounted to $230 million, $335 million and $202 million, respectively. Our investing activities primarily consist of investments in property, plant and equipment and acquisition of businesses, net of cash.

Net Cash Provided by Financing Activities

For the years 2017, 2016 and 2015 cash provided by financing activities amounted to $232 million, $343 million and $183 million, respectively. Cash has been provided by Autoliv to support the Company’s investments in future growth activities.

Capital Expenditures

Capital expenditures (see “Definitions” section below), gross was $110 million in 2017, $103 million in 2016 and $53 million in 2015, corresponding to 4.7%, 4.6%, and 3.3% of net sales, respectively.

Business Combinations, Acquisitions and Divestments

Historically, we have made many acquisitions. We focus on two principal growth areas around our core business with the greatest potential, active safety systems and growth markets.

On November 1, 2017, we completed the acquisition of all the shares in Fotonic i Norden dp AB (Fotonic), headquartered in Stockholm and Skellefteå in Sweden. The preliminary acquisition date fair value of the total consideration transferred was $16.9 million, consisting of a $14.5 million cash payment and $2.4 million deferred purchase consideration, payable at the 18 months anniversary of the closing date. The deferred purchase consideration reflects the holdback amount as stipulated in the share purchase agreement. The transaction has been accounted for as a business combination.

In April 2017, we formed Zenuity, our 50% owned joint venture with Volvo Cars. Zenuity, headquartered in Gothenburg, Sweden, develops software solutions for ADAS, HAD and AD applications. Veoneer is the exclusive supplier of and distribution channel for all Zenuity products sold to third parties. As part of the agreement, Autoliv invested about $111.5 million into the joint venture as an upfront cash payment for Veoneer’s 50% share. In March 2018, we, together with our co-owner, contributed 600 MSEK (approximately $71 million) cash each into Zenuity in funding for future capital needs.

In March 2016, we acquired a 51% interest in the entities that form ANBS for approximately $263 million in cash. ANBS designs, manufactures and sells products in the brake and actuation systems business. Nissin Kogyo retained a 49% interest in the entities that formed ANBS. Veoneer has management and operational control of ANBS and consolidates the results of operation and balance sheet from ANBS. The transaction has been accounted for as a business combination. The recognized goodwill of $234.7 million as of March 31, 2016, reflects expected synergies from combining Veoneer’s global reach and customer base with Nissin Kogyo’s world leading expertise (including workforce) and technology in brake and actuation systems (for more information, see Note 3, Business Combinations, to the Combined Financial Statements included herein). In the fourth quarter of 2017, we recognized an impairment charge of the full goodwill amount of $234.2 million related to ANBS. The Company estimated the fair value of ANBS using the discounted cash flow method taking

 

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into account expected long-term operating cash-flow performance. The primary driver of the goodwill impairment was due to the lower than expected long-term operating cash flow performance of the business unit as of the measurement period. We also assessed any potential impairment of acquired ANBS intangible assets comparing the undiscounted future cash flows to the carrying value of the assets. The undiscounted cash flow test indicated no impairment of the acquired intangible assets.

In August 2015, we acquired the “Automotive Solutions” business of M/A-COM Technology Solutions Holdings, Inc. (MACOM), which is a carve-out of the automotive business of MACOM, through the acquisition of all of the shares of M/A-COM Auto Solutions, Inc., for total consideration of approximately $138.5 million including earn-outs. The transaction has been accounted for as a business combination. The recognized goodwill of approximately $85 million mainly reflects the expected synergies from combining the Active Safety operations of the Company and the acquired “Automotive solutions” business from MACOM. The goodwill is expected to be fully deductible for tax purposes. From the date of acquisition through December 31, 2015, the MACOM business reported net sales of $30 million.

Significant Legal Matters

For discussion of legal matters we are involved in, see Note 15, Contingent Liabilities, to the Combined Financial Statements included herein.

Foreign Earnings

Substantially all of the Company’s non-U.S. earnings are permanently reinvested outside the U.S. The permanently reinvested earnings are not planned to be repatriated to the U.S. as they will be used to fund ongoing operations in Sweden.

Income Taxes

The Company has reserves for taxes that may become payable in future periods because of tax audits. At any given time, the Company may be subject to tax audits covering multiple years in several tax jurisdictions. Ultimate outcomes are uncertain but could, in future periods, have a significant impact on the Company’s cash flows. See Note 5, Income Taxes, to the Combined Financial Statements included herein.

Overview of Capital Structure

Related to the spin-off from Autoliv, we expect that Autoliv will provide total cash liquidity of approximately $1.0 billion, (funded through a mixture of new external funding obtained by Autoliv and existing cash at Autoliv). The capital contribution from Autoliv will help fund our planned operations until Veoneer reaches positive cash flow. The capital injection will be used for ongoing working capital requirements and capital expenditures and considers on-going investments in joint ventures, particularly Zenuity, as well as certain anticipated business combinations. Veoneer will not have any additional debt resulting from the transaction with Autoliv. We have based our cash sufficiency estimate on assumptions that may prove to be incorrect. If our assumptions prove to be incorrect, we could consume our available capital resources sooner than we currently expect or in excess of amounts that we currently expect, which could adversely affect our development activities. To the extent we generate more cash flow than expected, we may consider using this cash flow for undertaking new capital investment projects, strategic acquisitions, and return capital to shareholders and/or general corporate purposes.

 

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Contractual Obligations and Commitments

The table below reflects our contractual obligations as of December 31, 2017. As of March 31, 2018, the Company’s future contractual obligations have not changed materially.

 

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

     62.2        —          51.2        11.0        —    

Operating lease obligations

     21.6        7.9        10.1        3.5        0.1  

Build-to-suit lease obligations

     77.7        0.6        9.1        9.5        58.5  

Pension contribution requirements 2)

     4.8        4.8        —          —          —    

Other non-current liabilities reflected on the balance sheet

     18.1           16.5        0.1        1.5  

Unconditional purchase obligations

     20.0        10.0        10.0        
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 204.4      $ 23.3      $ 96.9      $ 24.1      $ 60.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) Excludes contingent liabilities arising from litigation, arbitration, regulatory actions or income taxes
2) Expected contributions for funded and unfunded defined benefit plans exclude payments beyond 2018

Contractual obligations include related party long-term debt, lease and purchase obligations that are enforceable and legally binding on the Company. Non-controlling interest is not included in this table.

Related party long-term debt: The related party debt obligations include two debt facilities between the Company and Autoliv as well as capital lease obligations. The capital lease obligations mainly relate to property and plants in Japan and are between Autoliv Nissin Brake Systems (a 51% owned subsidiary) and Nissin Kogyo. See Note 19, Relationship with Parent and Related Entities, to the Combined Financial Statements included herein.

Operating lease obligations: The Company leases certain offices, manufacturing and research buildings, machinery, automobiles and data processing and other equipment. Such operating leases, some of which are non-cancelable and include renewals, expire on various dates. See Note 16, Commitments, to the Combined Financial Statements included herein.

Build-to-suit lease obligations: The Company has entered into build-to-lease arrangements for certain buildings during 2017. See Note 16, Commitments, to the Combined Financial Statements included herein.

Pension contribution requirements: The Company sponsors defined benefit plans that cover eligible employees in Japan, Canada, and France. In 2018, the expected contribution to all plans, including direct payments to retirees, is $4.8 million, of which the major contribution is $3.2 million for our Canada pension plans. Due to volatility associated with future changes in interest rates and plan asset returns, the Company cannot predict with reasonable reliability the timing and amounts of future funding requirements, and therefore the above excludes payments beyond 2018. We may elect to make contributions in excess of the minimum funding requirements for the Japan, Canada, and France plans in response to investment performance and changes in interest rates, or when we believe that it is financially advantageous to do so and based on other capital requirements. This contribution amount does not include plans considered to be multiemployer with Autoliv. See Note 2, Summary of Significant Accounting Policies, and Note 17, Retirement Plans, to the Combined Financial Statements included herein.

Excluded from the above are expected contributions of less than $0.2 million due in 2018 with respect to our other post-employment benefit (OPEB) plan, which represent the expected benefit payments to participants as costs are incurred. See Note 17, Retirement Plans, to the Combined Financial Statements included herein.

 

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Other non-current liabilities reflected on the balance sheet: The Company has an earn-out payment related to the MACOM acquisition amounting to $14 million to be paid in year 2020 if the earn-out criteria are met as well as a holdback amount related to the Fotonic acquisition to be paid in 2019. See Note 3, Business Combinations, to the Combined Financial Statements included herein.

Unconditional purchase obligations: During the year ended December 31, 2017, the Company entered into an unconditional purchase obligation with $10 million to be paid in each of the 2018 and 2019 years. This amount will be reimbursed by Zenuity. There are no obligations other than short-term obligations related to inventory, services, tooling, and property, plant and equipment purchased in the ordinary course of business.

Autotech Venture Fund

On June 30, 2017, Veoneer committed to make a $15 million investment in Autotech Fund I, L.P. pursuant to a limited partnership agreement, and, as a limited partner, will periodically make capital contributions toward this total commitment amount. During the second half of 2017, Veoneer has in total contributed $3.8 million to the fund. The initial term of the fund is set to expire on December 31, 2025. This fund focuses broadly on the automotive industry and complements the Company’s innovation strategy, particularly in the areas of active safety and autonomous driving. Under the limited partnership agreement, the general partner has the sole and exclusive right to manage, control, and conduct the affairs of the fund.

Off-Balance Sheet Arrangements and Other Matters

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

Non-U.S. GAAP Financial Measures

Organic Sales

We analyze the Company’s sales trends and performance as changes in “organic sales growth”, because the Company currently generates approximately three quarters of net sales in currencies other than the reporting currency (i.e. U.S. dollars) and currency rates have proven to be rather volatile. We also use organic sales to reflect the fact that the Company has made several acquisitions and divestitures.

Organic sales present the increase or decrease in the overall U.S. dollar net sales on a comparable basis, allowing separate discussions of the impact of acquisitions/divestitures and exchange rates.

The following tabular reconciliation presents changes in “organic sales growth” as reconciled to the change in total U.S. GAAP net sales.

Components in Net Sales Increase/Decrease

 

     Asia     Americas     Europe      Total  
Dollars in Millions    Unaudited     Unaudited     Unaudited      Unaudited  

Three Months Ended March 31, 2018 vs. 2017

   %     $     %     $     %      $      %     $  

Reported change

     1.8       3.7       (10.6     (22.9     18.8        30.2        1.9       11.0  

Currency effects1)

     7.1       14.7       0.0       0.0       12.2        19.6        5.9       34.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Organic change

     (5.3     (11.0     (10.6     (22.9     6.6        10.6        (4.0     (23.4

 

1) Effects from currency translations.

 

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     Electronics      Total
Electronics
    Brake Systems     Total  
     Restraint Control Systems     Active Safety     

 

   

 

   

 

 

Dollars in Millions

   Unaudited     Unaudited      Unaudited     Unaudited     Unaudited  

Three Months Ended March 31,
2018 vs. 2017

   %     $     %      $      %     $     %     $     %     $  

Reported change

     (1.3     (3.6     11.3        21.6        3.9       18.0       (6.8     (8.3     1.9       11.0  

Currency effects1)

     6.8       18.4       5.5        10.5        6.3       29.0       4.6       5.6       5.9       34.4  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Organic change

     (8.1     (22.0     5.8        11.1        (2.4     (11.0     (11.4     (13.9     (4.0     (23.4

 

1) Effects from currency translations.

 

     Asia     Americas     Europe      Total  

Unaudited

   Unaudited     Unaudited     Unaudited      Unaudited  

2017 vs. 2016

   %     $     %     $     %      $      %     $  

Reported change

     7.6     $ 59.9       (2.5   $ (20.1     10.8      $ 64.1        4.7     $ 103.9  

Currency effects1)

     (1.1     (9.1     0.0       0.0       1.0        5.7        (0.1     (3.4

Acquisitions/divestitures

     10.8       84.4       4.4       36.1                     5.4       120.5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Organic change

     (2.1   $ (15.4     (6.9   $ (56.2     9.8      $ 58.4        (0.6   $ (13.2

 

1) Effects from currency translations.

 

     Asia     Americas      Europe     Total  

Unaudited

   Unaudited     Unaudited      Unaudited     Unaudited  

2016 vs. 2015

   %     $     %      $      %     $     %     $  

Reported change

     87.0     $ 366.3       27.9      $ 181.2        15.9     $ 82.2       39.6     $ 629.7  

Currency effects1)

     (1.4     (6.0            0.0        (1.0     (5.1     (0.7     (11.1

Acquisitions/divestitures

     63.6       267.9       23.1        150.1                    26.3       418.0  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Organic change

     24.8     $ 104.4       4.8      $ 31.1        16.9     $ 87.3       14.0     $ 222.8  

 

1) Effects from currency translations.

 

     Electronics      Total
Electronics
     Brake
Systems
    Total  
     Restraint
Control
Systems
    Active
Safety
                     

Unaudited

   Unaudited     Unaudited      Unaudited      Unaudited     Unaudited  

2017 vs. 2016

   %     $     %      $      %      $      %     $     %     $  

Reported change

     (2.2     (23.9     5.2        37.9        0.8        14.0        21.6       84.8       4.7       103.9  

Currency effects1)

     0.3       3.1       0.1        0.4        0.2        3.5        (1.8     (6.8     (0.1     (3.4

Acquisitions/divestitures

     —         —         —          —          —          —          30.8       120.5       5.4       120.5  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Organic change

     (2.5     (27.0     5.1        37.5        0.6        10.5        (7.4     (28.9     (0.6     (13.2

 

1) Effects from currency translations.

 

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     Electronics     Total
Electronics
    Brake
Systems
     Total     Total  
     Restraint
Control
Systems
    Active Safety                     

Unaudited

   Unaudited     Unaudited     Unaudited     Unaudited      Unaudited     Unaudited  

2016 vs. 2015

   %     $     %     $     %     $     %      $      %     $  

Reported change

   12.2     119.2     21.1     128.7     15.6     247.9     —        391.1      39.6     629.7  

Currency effects1)

     (0.6     (5.5     (0.9     (5.6     (0.7     (11.1     —          —          (0.7     (11.1

Acquisitions/divestitures

     —         —         5.7       35.0       2.2       35.0              383.0        26.3       418.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Organic change

     12.8       124.7       16.3       99.3       14.1       224.0       —          8.1        14.0       222.8  

 

1) Effects from currency translations.

Adjusted Operating Margin

Adjusted operating margin is a non-U.S. GAAP measure our management uses to evaluate our business, because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that are non-operational or non-recurring in nature and that we do not believe are indicative of our core operating performance and underlying business trends. Adjusted operating margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, including operating margin.

Reconciliation of Adjusted “Operating Margin”

There is no significant difference for the quarters ended March 31, 2018 and 2017, respectively. Refer to the below table for the annual results.

 

    Full Year 2017     Full Year 2016     Full Year 2015  
    Audited     Unaudited     Unaudited     Audited     Unaudited     Unaudited     Audited     Unaudited     Unaudited  
    Reported
U.S. GAAP
    Adjust-
ment1)
    Non-U.S.
GAAP
    Reported
U.S. GAAP
    Adjust-
ment
    Non-U.S.
GAAP
    Reported
U.S. GAAP
    Adjust-
ment
    Non-U.S.
GAAP
 

Operating margin, %

    (12.2     10.1       (2.1     (1.1     —         (1.1     (0.5     —         (0.5

 

1) Adjustment for goodwill impairment of $234 million in 2017.

Headcount

 

     March 31, 2018     December 31, 2017     March 31, 2017  

Permanent and Temporary Personnel

     7,567       7,484       6,933  

Whereof:

      

Direct workers in manufacturing

     29     30     33

Research, Development and Engineering (R,D&E)

     49     48     43

Temporary personnel

     15     15     16

Compared to December 31, 2017, total headcount (permanent employees and temporary personnel) increased by 83 during the first quarter, where increases in R,D&E of close to 130 associates was partially offset by reductions in direct labor and production overhead related to the organic sales decline.

 

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Significant Accounting Policies and Critical Accounting Estimates

The below are the significant accounting policies and critical accounting estimates as of December 31, 2017. There were no significant changes for the quarter ended March 31, 2018. Refer to Note 2 to the Condensed Combined Financial Statements for discussion of the adoption of new accounting standards that were implemented during the first quarter 2018, including the adoption of ASC 606, Revenue from customers.

New Accounting Pronouncements

The Company has considered all applicable recently issued accounting guidance. The Company has summarized in Note 2 to the Combined Financial Statements included herein each of the recently issued accounting pronouncements and stated the impact or whether management is continuing to assess the impact. See Note 2, Summary of Significant Account Policies, for additional information.

Application of Critical Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies, to the Combined Financial Statements included herein. Senior management has discussed the development and selection of critical accounting estimates and disclosures with the Audit Committee of the Board of Directors. The application of accounting policies necessarily requires judgments and the use of estimates by a Company’s management. Actual results could differ from these estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, and management’s evaluation of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. The Company considers an accounting estimate to be critical if:

 

    It requires management to make assumptions about matters that were uncertain at the time of the estimate, and

 

    Changes in the estimate or different estimates that could have been selected would have had a material impact on our financial condition or results of operations. The accounting estimates that require management’s most significant judgments include the estimation of retroactive price adjustments, estimations associated with purchase price allocations regarding business combinations, assessment of recoverability of goodwill and intangibles, estimation of defined benefit pension plans based on actuarial assumptions, estimation of accruals for warranty and product liabilities, uncertain tax positions, valuation allowances and contingent liabilities.

Revenue Recognition

Revenues are recognized when there is evidence of a sales agreement, delivery of goods has occurred, the sales price is fixed and determinable and the collectability of revenue is reasonably assured. The Company records revenue from the sale of manufactured products upon shipment to customers and transfer of title and risk of loss under standard commercial terms.

Accruals are made for retroactive price adjustments if probable and can be reasonably estimated. Net sales exclude taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers. In addition, from time to time, the Company may make payments to customers in connection with ongoing and future business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments unless certain criteria are met warranting capitalization. If the payments are capitalized, the amounts are amortized as the related goods are transferred.

 

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Business Combinations

In accordance with accounting guidance for the provisions in FASB ASC 805, Business Combinations, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. In addition, an acquisition may include a contingent consideration component, such as our acquisition agreement for MACOM during 2015. The fair value of the contingent consideration is estimated as of the date of the acquisition and is recorded as part of the purchase price. Each quarter this contingent consideration is re-measured using the discounted cash flow method.

The Company uses actual revenue levels as well as changes in the estimated probability of different revenue scenarios to estimate fair values. The Company has engaged outside appraisal firms to assist in the fair value determination of identifiable intangible assets and any other significant assets or liabilities. The Company adjusts the preliminary purchase price allocation, as necessary, up to one year after the acquisition closing date as the Company obtains more information regarding asset valuations and liabilities assumed.

The Company’s purchase price allocation methodology contains uncertainties because it requires management to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business strategies.

Other estimates used in determining fair value include, but are not limited to, future cash flows or income related to intangibles, market rate assumptions, actuarial assumptions for benefit plans and appropriate discount rates. The Company estimates the fair value based upon assumptions believed to be reasonable, but these are inherently uncertain, and therefore, may not be realized. Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

Equity Method Investments

The Company initially accounts for an equity method investment at its fair value on the date of acquisition. See Note 2, Summary of Significant Accounting Policies and Note 8, Investments and Other Non-current Assets related to the Company’s investment in Zenuity, to the Combined Financial Statements included.

Inventory Reserves

Inventories are evaluated based on individual or, in some cases, groups of inventory items. Reserves are established to reduce the value of inventories to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period.

There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves.

Goodwill and Intangibles

The Company performs an annual impairment review of goodwill in the fourth quarter of each year following the Company’s annual forecasting process. Management uses its judgment to determine the

 

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Company’s reporting units for goodwill impairment testing. The estimated fair market value of goodwill is determined by the discounted cash flow method. The Company discounts projected operating cash flows using its weighted average cost of capital. Estimating the fair value requires the Company to make judgments about appropriate discount rates, growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. If the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized for the excess of carrying amount over the fair value of the respective reporting unit.

In the fourth quarter of 2017, in connection with the annual impairment test, the Company recorded a goodwill impairment charge of $234.2 million in its Electronics Segment, relating to the ANBS acquisition. For more information, see Note 2, Summary of Significant Accounting Policies, to the Combined Financial Statements included herein) due to lower than originally anticipated sales development. There is no remaining goodwill related to ANBS after the impairment. There were no goodwill impairments recognized during 2016 and 2015.

The Company reviews indefinite-lived intangible assets for impairment annually or more frequently if events or changes in circumstances indicate the assets might be impaired. Similar to the goodwill impairment test described above, the Company performs a quantitative impairment test by comparing the estimated fair value of the asset, based upon its forecasted cash flows, to its carrying value. Other intangible assets with definite lives are amortized over their useful lives. The Company evaluates the carrying value and useful lives of long-lived assets other than goodwill when indications of impairment are evident or it is likely that the useful lives have decreased, in which case the Company depreciates the assets over the remaining useful lives. Impairment testing is primarily done by using the cash flow method based on undiscounted future cash flows. Estimated undiscounted cash flows for a long-lived asset being evaluated for recoverability are compared with the respective carrying amount of that asset. If the estimated undiscounted cash flows exceed the carrying amount of the assets, the carrying amounts of the long-lived asset are considered recoverable and an impairment cannot be recorded. However, if the carrying amount of a group of assets exceeds the undiscounted cash flows, an entity must then measure the long-lived assets’ fair value to determine whether an impairment loss should be recognized, generally using a discounted cash flow model.

Recall Provisions and Warranty Obligations

The Company records liabilities for product recalls when probable claims are identified and when it is possible to reasonably estimate costs. Recall costs are costs incurred when the customer decides to formally recall a product due to a known or suspected safety concern. Product recall costs typically include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the defective part. In some cases portions of the product recall costs are reimbursed by an insurance company. Actual costs incurred could differ from the amounts estimated, requiring adjustments to these reserves in future periods. It is possible that changes in our assumptions or future product recall issues could materially affect our financial position, results of operations or cash flows.

Estimating warranty obligations requires the Company to forecast the resolution of existing claims and expected future claims on products sold. The Company bases the estimate on historical trends of units sold and payment amounts, combined with our current understanding of the status of existing claims and discussions with our customers. These estimates are re-evaluated on an ongoing basis. Actual warranty obligations could differ from the amounts estimated requiring adjustments to existing reserves in future periods. Due to the uncertainty and potential volatility of the factors contributing to developing these estimates, changes in our assumptions could materially affect our results of operations.

 

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Defined Benefit Pension Plans

Veoneer’s employees participate in defined benefit plans sponsored by Autoliv and certain defined benefit plans sponsored by Veoneer in Japan (the Japan plans), France (the France plans), and Canada (the Canada plans).

For the Japan, French, and Canada plans, the amount recognized as a defined benefit liability is the net total of projected benefit obligation (PBO) minus the fair value of plan assets (if any). The plan assets are measured at fair value. Net periodic benefit cost was reported within Costs of sales, Selling, general and administrative expenses and RD&E expenses in the Combined Statement of Operations.

Veoneer has considered the remaining plans to be part of a multiemployer plan with Autoliv. Pension expense was allocated for these plans and reported within Costs of sales, Selling, general and administrative expenses and RD&E expenses in the Combined Statement of Operations. The U.S. contributes to $1.2 million of the total $2.5 million allocated expense during 2017.

Of the plans sponsored by Veoneer, the most significant plans are the Japan plans. These plans represent 47% of the Company’s total pension benefit obligation. See Note 17, Retirement Plans, to the Combined Financial Statements included herein.

The Company, in consultation with its actuarial advisors, determines certain key assumptions to be used in calculating the projected benefit obligation and annual pension expense. For the Japan plans, the assumptions used for calculating the 2017 pension expense were a discount rate of 0.5%, expected rate of increase in compensation levels of 5.0%, and an expected long-term rate of return on plan assets of 0.75%.

The discount rate for the Japanese plans has been set based on the rates of return of high-quality fixed-income investments currently available at the measurement date and are expected to be available during the period the benefits will be paid. The expected rate of increase in compensation levels and long-term return on plan assets are determined based on a number of factors and must take into account long-term expectations and reflect the financial environment in the respective local markets. At December 31, 2017, 97% of the Japanese plan assets were invested in insurance contracts.

Income Taxes

Significant judgment is required in determining the worldwide provision for income taxes. In the ordinary course of a global business, there are many transactions for which the ultimate tax outcome is uncertain. Many of these uncertainties arise as a consequence of intercompany transactions. See Note 1, Basis of Presentation, Note 5, Income Taxes and Note 19, Relationship with Parent and Related Entities, to the Combined Financial Statements included herein.

Although the Company believes that its tax return positions are supportable, no assurance can be given that the final outcome of these matters will not be materially different than that which is reflected in the historical income tax provisions and accruals. Such differences could have a material effect on the income tax provisions or benefits in the periods in which such determinations are made. See also the discussion of the determinations of valuation allowances on our deferred tax assets in Note 5, Income Taxes, to the Combined Financial Statements included herein.

Contingent Liabilities

Various claims, lawsuits and proceedings are pending or threatened against the Company or its subsidiaries, covering a range of matters that arise in the ordinary course of its business activities with respect to commercial, product liability or other matters.

 

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The Company diligently defends itself in such matters and, in addition, carries insurance coverage to the extent reasonably available against insurable risks.

The Company records liabilities for claims, lawsuits and proceedings when they are probable and it is possible to reasonably estimate the cost of such liabilities. Legal costs expected to be incurred in connection with a loss contingency are expensed as such costs are incurred.

A loss contingency is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued management evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

Currency Risks

Transaction Exposure and Revaluation effects

Transaction exposure arises because the cost of a product originates in one currency and the product is sold in another currency. Revaluation effects come from valuation of assets denominated in other currencies than the reporting currency of each unit.

The Company’s gross transaction exposure for 2017 was approximately $0.8 billion. A part of the currency flows had counter-flows in the same currency pair, which reduced the net exposure to approximately $0.6 billion. The four largest net exposures, were the purchase of U.S. Dollar against Korean Won, sale of Euro against Swedish Krona, sale of U.S. Dollar against Chinese Renminbi and sale of U.S. Dollar against Canadian Dollar. Together these currencies accounted for approximately 56% of the Company’s net currency transaction exposure.

Since the Company can only effectively hedge these currency flows in the short term, periodic hedging would only reduce the impact of fluctuations temporarily. Over time, periodic hedging would postpone but not reduce the impact of fluctuations. In addition, the net exposure is limited to less than one quarter of net sales and is made up of close to 20 different currency pairs with exposures of more than $1 million each. Veoneer generally does not hedge these flows. However, for some purchased components from external suppliers, the Company has chosen to hedge a limited volume.

Translation Exposure in the Statement of Operations and Balance Sheet

The Company estimates that a 1% increase in the value of the U.S. dollar versus European currencies would decrease reported U.S. dollar annual net sales in 2018 by $7 million or by 0.3% while operating income for 2018 would increase by approximately 0.3% or by about $0 million, assuming reported corporate average margin.

Component Costs

Veoneer procures raw material and components from a variety of suppliers around the world. Generally, we seek to obtain mechanical components and material in the region in which our products are manufactured to limit transportation, currency risks and other costs. The most significant raw materials we use to manufacture our products are various electrical components, non-ferrous metals and ferrous metals for brake systems. We have not experienced any significant shortages of raw materials and normally do not carry inventories of such raw materials more than those reasonably required to meet our production and shipping schedules. Despite this, material price changes in Veoneer’s supply chain could have a significant impact on its profitability.

 

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Changes in most raw material prices affect the Company with a time lag. For non-ferrous metals like aluminum and zinc, we have quarterly and sometimes monthly price adjustments.

The Company’s strategies to offset price increases on cost of materials include working with suppliers to mitigate costs, seeking alternative product designs and material specifications, combining purchase requirements with our customers and/or suppliers, changing suppliers, and other means. However, should these actions not be sufficient to offset component price increases, our earnings could be materially impacted.

Other Recent Events

Veoneer Customer Program Launches in the First Quarter of 2018

 

    Great Wall Haval H4 — Restraint control system,

 

    Hyundai Santa Fe — Restraint control system,

 

    Mercedes Sprinter — Mono vision system,

 

    Mercedes A-Class — Radar, mono vision system, stereo vision system and ADAS Electronic Control Unit,

 

    Peugeot 508 — Night vision system,

 

    VW Touareg — Night vision system,

 

    Acura RDX — Radar system.

Definitions

In this Management’s Discussion and Analysis and the section titled “Business” above, the following company or industry specific terms and abbreviations are used:

CAGR: Compound Annual Growth Rate, which refers to the growth rate over a specified time period.

CAPITAL EXPENDITURES: Investments in property, plant and equipment.

CPV: Content Per Vehicle, i.e. value of the safety products in a vehicle.

DAYS INVENTORY OUTSTANDING: Outstanding inventory relative to average daily sales.

DAYS RECEIVABLES OUTSTANDING: Outstanding receivables relative to average daily sales.

GROSS MARGIN: Gross profit relative to sales.

HEADCOUNT: Employees plus temporary, hourly personnel.

LVP: Light vehicle production of light motor vehicles with a gross weight of up to 3.5 metric tons.

NUMBER OF EMPLOYEES: Employees with a continuous employment agreement, recalculated to full time equivalent heads.

OEM: Original Equipment Manufacturer referring to customers assembling new vehicles.

OPERATING MARGIN: Operating income relative to sales.

 

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MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and directors following the spin-off.

 

Name

 

Age

  

Position

Jan Carlson   58    Chief Executive Officer and Director
Mathias Hermansson   45    Chief Financial Officer and Executive Vice President, Financial Affairs
Johan Löfvenholm   48    Chief Operating Officer
Art Blanchford   46    Executive Vice President, Sales and Marketing
Thomas Jönsson   51    Executive Vice President, Communications and Investor Relations
Steve Rodé   56    Executive Vice President, Operations
Peter Rogbrant   42    Executive Vice President, Engineering
Lars Sjöbring   50    Executive Vice President, Legal Affairs, General Counsel and Secretary
Mikko Taipale   47    Executive Vice President, Human Resources
Robert W. Alspaugh   71    Director
Mary Cummings  

51

   Director
Mark Durcan   57    Director
James M. Ringler   72    Director
Kazuhiko Sakamoto   72    Director
Jonas Synnergren   41    Director
Wolfgang Ziebart   68    Director

Jan Carlson will be a director and Chief Executive Officer of Veoneer following completion of the spin-off. Mr. Carlson has been the President and Chief Executive Officer of Autoliv since April 1, 2007, and as Chairman of the board of directors of Autoliv since May 2014. Mr. Carlson joined Autoliv in 1999 as President of Autoliv Electronics and has since served as Vice President, Engineering and a member of Autoliv’s Executive Committee. Mr. Carlson serves on the board of directors and compensation committee of BorgWarner Inc., the board of directors and technology and science committee of Telefonaktiebolaget LM Ericsson and the board of directors of Zenuity. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from the University of Linköping in Sweden. Mr. Carlson’s many years of experience with Autoliv will bring his extensive knowledge of Veoneer’s operations, the business and industry to the Board. Mr. Carlson’s role as Chief Executive Officer of Veoneer will provide the Board with inside into the day-to-day operations of the company.

Mathias Hermansson will be the Chief Financial Officer and Executive Vice President, Financial Affairs at Veoneer following completion of the spin-off and has been serving in the role of Vice President, Finance of Autoliv Electronics since January 2018. Most recently, Mr. Hermansson was the Chief Executive Officer of NC Management AB, a privately held investment firm, from 2016 to 2018. Between November 2015 and January 2017, Mr. Hermansson served as the Executive Chairman of MTGx, the digital division of the Swedish public media company Modern Times Group MTG AB. Prior to that, Mr. Hermansson held the position of Chief Financial Officer of Modern Times Group MTG AB from June 2006 to November 2015. Mr. Hermansson currently serves on the board of directors of Catena Media plc, chairs its M&A committee and is a member of the audit committee. Mr. Hermansson is also a member of the board of directors of Tempest Security AB. Mr. Hermansson studied Business Administration & Management Control at the University of Gothenburg, Sweden and Business Administration at the University of Edinburgh, UK.

Johan Löfvenholm will be the Chief Operating Officer at Veoneer following the completion of the spin-off and has been serving as President of Autoliv Electronics since October 2016. Before serving in his current position, Mr. Löfvenholm served as Chief Technology Officer of Autoliv from April 2014 to September 2016

 

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and as Vice President, Engineering of Autoliv from November 2011 to March 2014. Mr. Löfvenholm began his career at Autoliv in 1995 and has held a number of additional positions within the company, including Vice President, Products & Process Development, Product Development Manager of Autoliv Sweden, President of Autoliv India and Tech Center Director of Autoliv Sweden. Mr. Löfvenholm holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden.

Lars Sjöbring will be the Executive Vice President, Legal Affairs, General Counsel and Secretary at Veoneer following the completion of the spin-off and has been serving as Vice President, Legal Affairs, General Counsel and Secretary of Autoliv since November 2015. Mr. Sjöbring served as Senior Vice President and General Counsel of Transocean Ltd., a leading international provider of offshore contract drilling services, from March 2014 through November 2015. Prior to his time with Transocean, Mr. Sjöbring served as Autoliv’s Vice President, Legal Affairs, General Counsel and Secretary from September 2007 until February 2014. Over the course of his career, Mr. Sjöbring has also held various positions at Telia AB, Skadden Arps, Slate, Meagher and Flom LLP and Nokia Corporation. Mr. Sjöbring holds Master of Law degrees from the University of Lund in Sweden and Amsterdam School of International Relations (ASIR) in the Netherlands and a Master of Corporate Law degree from Fordham University School of Law in New York.

Mikko Taipale will be the Executive Vice President, Human Resources at Veoneer following the completion of the spin-off and has been serving as Vice President, Human Resources for Autoliv Electronics since joining Autoliv in 2015. Prior to that, Mr. Taipale served as Vice President of Human Resources Mobility Services and as Vice President of Human Resources, Europe Region for Telia Company and has held other various human resources positions at Telia Company AB, Sweden. Mr. Taipale holds a Master of Law degree from the University of Lapland.

Art Blanchford will be the Executive Vice President, Sales and Marketing at Veoneer following the completion of the spin-off and has been serving as Vice President, Sales & Marketing for Autoliv Electronics since 2016. During his 22-year career at Autoliv, Mr. Blanchford has served as President of Autoliv Greater China, Vice President, Global Business Development, Vice President of the global General Motors business unit of Autoliv and in other various engineering, program management, operations and sales positions. Mr. Blanchford holds a Bachelor´s degree in Mechanical Engineering from Tennessee Technological University and an Executive MBA from the Ross School of Business at the University of Michigan.

Peter Rogbrant will be the Executive Vice President, Engineering at Veoneer following the completion of the spin-off and has been serving as Vice President, Engineering for Autoliv Electronics since 2016. Before joining Autoliv, Mr. Rogbrant served as the Chief Technology Officer at Ghost Games EA, a video game developer owned by Electronic Arts, from November 2015 to October 2016. Prior to that, Mr. Rogbrant was the Head of Technology & Solution Delivery at Volvo Group Telematics and served in other various positions at AB Volvo. Mr. Rogbrant holds a Bachelor’s degree in Computer Sciences from the School of Economics in Gothenburg.

Steve Rodé will be the Executive Vice President, Operations at Veoneer following the completion of the spin-off and has been serving as Senior Vice President, Operations for Autoliv Electronics since January 2017. Most recently before serving in his current position, Mr. Rodé served as President of Autoliv’s Passive Safety Electronics division from September 2014 to December 2016, and as Acting President of Autoliv Electronics from September 2014 to June 2015. Mr. Rodé served as President of the Business Area Electronics from April 2007 to August 2014. Mr. Rodé has also served in various positions in engineering, product development, production management and quality within Visteon and Ford Electronics. Mr. Rodé has a Bachelor´s degree in Mechanical Engineering, University of Waterloo, Ontario.

Thomas Jönsson will be the Executive Vice President, Communications and Investor Relations at Veoneer following the completion of the spin-off and has been serving as Vice President, Corporate Communications at Autoliv since May 2013. Prior to joining Autoliv in January 2013, Mr. Jönsson served from June 2010 to

 

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December 2012 as Vice President of Brand and External Communications for TeliaSonera, a leading Nordic and Baltic telecommunications company. Before joining TeliaSonera, Mr. Jönsson had an international career working for Nokia and Intel Corporation. Mr. Jönsson studied Business Administration at the University of Stockholm.

Robert W. Alspaugh will be a director of Veoneer following completion of the spin-off. Mr. Alspaugh had a 36-year career with KPMG serving in a number of roles, including as the senior partner for a diverse array of companies across a broad range of industries. He has worked with global companies in Europe and Japan, in addition to those headquartered in the U.S. Mr. Alspaugh has served on the board of Autoliv since 2006, and will resign his position at the time of completion of the spin-off. Mr. Alspaugh also serves on the boards of directors of Ball Corporation, Verifone Systems, Inc., and Triton International Ltd, which are all public companies, and DSGI Technologies, Inc., a private company. Mr. Alspaugh has a BBA degree in Accounting from Baylor University. Mr. Alspaugh will bring his technical skills and knowledge gained through his extensive global business experience to the Board.

Mary Louise Cummings will be a director of Veoneer following completion of the spin-off. Since 2014, Dr. Cummings has been a professor at Duke University in the Department of Mechanical Engineering and Materials Science and the Duke Institute of Brain Sciences. Dr. Cummings is also the director of the Humans and Autonomy Laboratory at Duke and director of Duke Robotics. From 2003 to 2013, Dr. Cummings was an associate professor at the Massachusetts Institute of Technology (MIT), with appointments in the Department of Aeronautics and Astronautics and in the Engineering Systems Division, and she directed the Humans and Automation Laboratory. She also held joint appointments with the MIT Engineering Systems Division and the Computer Science and Artificial Intelligence Laboratory. Her previous teaching experience includes instructing for the U.S. Navy at Pennsylvania State University and as an assistant professor for the Virginia Tech Engineering Fundamentals Division. From 1988 to 1999, Dr. Cummings served as a U.S. naval officer and military pilot, earning the rank of lieutenant, and was one of the Navy’s first female fighter pilots. Dr. Cummings received her Bachelor of Science in Mathematics from the U.S. Naval Academy, her Master of Science in Space Systems Engineering from the Naval Postgraduate School, and her Ph.D. in Systems Engineering from the University of Virginia. As a well-known and well-reputed thought leader in areas that interface between human and machine and semi-automated collaboration and full automation, she will contribute in-depth knowledge and unique insights to the Board.

Mark Durcan will be a director of Veoneer following completion of the spin-off. Mr. Durcan served as Chief Executive Officer of Micron Technology, Inc., a memory and storage solutions company, from February 2012 until his retirement in May 2017. Mr. Durcan joined Micron Technology in 1984 and held a variety of senior leadership positions at the company, including President and Chief Operating Officer from June 2007 to February 2012, Chief Operating Officer from February 2006 to 2007 and Chief Technical Officer from 1998 to February 2006. Mr. Durcan has been a member of the board of directors of Advanced Micro Devices, Inc. since October 2017, a director of St. Luke’s Health System of Idaho since February 2017 and a director of AmerisourceBergen Corporation since September 2015. Mr. Durcan also served on the board of the Semiconductor Industry Association from 2011 to 2017, as a director of MWI Veterinary Supply, Inc. from 2014 until its acquisition by AmerisourceBergen in 2015, and as a director of Freescale Semiconductor, Inc. from 2014 through 2015. Mr. Durcan holds a Bachelor of Science and Master of Science degree in Chemical Engineering from Rice University. Mr. Durcan is a seasoned business executive who will bring demonstrated skill in the areas of strategic planning, information technology, finance and corporate governance to the Board.

James M. Ringler will be a director of Veoneer following completion of the spin-off. Mr. Ringler served as Vice Chairman of Illinois Tool Works Inc. between 1999 and 2004. Prior to joining Illinois Tool Works, Mr. Ringler served in a number of executive positions at Premark International, Inc. including as Chairman, President and Chief Executive Officer until the company merged with Illinois Tool Works in 1999. Mr. Ringler has been a director of Autoliv since 2002 and will continue to serve on the board of directors of Autoliv following completion of the spin-off. He also serves on the Boards of Directors of DowDuPont Inc., TechnipFMC plc and JBT Corporation, and he is the Chairman of the Board of Teradata Corporation. Mr. Ringler holds a Bachelor of Science degree in Business Administration and an M.B.A. degree in Finance

 

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from the State University of New York. Mr. Ringler will bring his business and management experience from multiple executive positions and deep knowledge of corporate governance gained through his service on the boards of directors of public companies in a wide variety of industries to the Board.

Kazuhiko Sakamoto will be a director of Veoneer following completion of the spin-off. Mr. Sakamoto has served as an outside auditor of Zenitaka Corporation, a mid-sized construction company listed on the Tokyo Stock Exchange since 2016. Since 2012, Mr. Sakamoto has been an advisor at Pasona Inc., a leading human resources provider in Japan. Mr. Sakamoto previously served in a number of senior executive roles at Marubeni Corporation, one of Japan’s leading general trading houses, and Marubeni Construction Material Lease Co. Ltd., a company affiliated with Marubeni Corporation over the course of 40 years. Mr. Sakamoto has served as a director of Autoliv since 2007 and will resign his position at the time of the spin-off. He has a degree from the Keio University attended the Harvard University Research Institute for International Affairs. Mr. Sakamoto will bring to the Board a unique set of skills and insights gained through his extensive business experience in both Asia and North America.

Jonas Synnergren will be a director of Veoneer following completion of the spin-off. Since 2009, Mr. Synnergren has been a partner at Cevian Capital AB, investment advisor to the international investment firm, Cevian Capital. Mr Synnergren joined Cevian in 2007 and has been head of Cevian’s Swedish office since 2012. From 2006 to 2007, Mr. Synnergren was Interim CEO and Head of Investor Relations and Business Development of Svalan Konsortier AB, a Swedish Real Estate fund based in Stockholm. From 2000 to 2006, Mr. Synnergren worked for the Boston Consulting Group, ultimately as a Project Leader, where he led projects related to strategy, organization and operational efficiency including IT-related assignments. During his time with the Boston Consulting Group, Mr Synnergren’s main focus was financial services. Mr. Synnergren has served on the board of directors of Tieto Corporation, a Finnish IT software and services company since 2012. Mr. Synnergren also served on the Nomination Board of Metso, a Finnish industry machinery company, from 2014 to 2016. Mr. Synnergren has a Master of Science in Economics and Business from the Stockholm School of Economics, including studying at HEC Paris. The Board will benefit from Mr. Synnergren’s deep knowledge of capital markets, mergers and acquisitions and investment expertise.

Wolfgang Ziebart will be a director of Veoneer following completion of the spin-off. From 2013 to 2015, Dr. Ziebart served as Director Group Engineering with Jaguar Land Rover, a multinational automotive company. Dr. Ziebart had a distinguished career with BMW beginning in 1977 which took him to the Board of Management, where he was responsible for R&D and Purchasing. Between 2004 and 2008, he was President and CEO of Infineon Technologies AG, a global semiconductor and system solutions provider listed on the Frankfurt Stock Exchange. Dr. Ziebart is presently employed by Jaguar Land Rover in a consulting role related to vehicle development. Dr. Ziebart served as a director of Autoliv from 2008 to 2013 and since December 2015 and will continue to serve on the board of Autoliv following completion of the spin-off. Dr. Ziebart also serves on the Management Board of Continental AG, the Supervisory Board of ASML and is the Chairman of the Supervisory Board of Nordex SE. Dr. Ziebart holds a doctorate degree in mechanical engineering from the Technical University of Munich in Germany. Dr. Ziebart will bring to the Board his extensive knowledge of the automotive industry gained through his years of experience, including in particular with engineering and development.

Family Relationships

There are no family relationships among any of our current expected directors or executive officers.

Additional Information about Management

During the last five years, none of the members of the board of directors or the named executive officers have (i) been sentenced for fraud-related offences, (ii) represented a company which has been under receivership, declared bankrupt or filed for liquidation, (iii) been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or (iv) been disqualified by a court of law from being a member of any company’s administrative, management or supervisory body or from acting in the management or conduct the affairs of any company.

 

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There are no conflicts of interest or potential conflicts of interest between the obligations of members of the board of directors and the named executive officers of Veoneer and their private interests and/or other undertakings.

Composition of the Board of Directors Following the Spin-Off

Upon completion of the spin-off, our bylaws will provide that our board of directors will consist of such number of directors as may from time to time be fixed by our board of directors.

Director Independence

Under NYSE rules, Veoneer must have a board of directors with at least a majority of independent directors. It is expected that a majority of Veoneer’s board of directors will be comprised of directors who are “independent” as defined by the rules of the NYSE. Veoneer will seek to have its non-management directors qualify as “independent” under these standards. Our board of directors will limit membership on the audit committee, the compensation committee, and the nominating and corporate governance committee to independent directors.

On an annual basis, each member of our board of directors will be required to complete a questionnaire designed to provide information to assist the board in determining whether the director is independent. Our board of directors will review any relevant relationships, arrangements or transactions between Veoneer and each director or parties affiliated with such director.

Committees of the Board of Directors

Following the spin-off, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below and whose members will satisfy the applicable independence standards of the SEC and NYSE. The charter of each such standing committee will be posted on our website in connection with the spin-off. Our board of directors may also establish from time to time any other committees that it deems necessary or desirable.

Audit Committee

Upon completion of the spin-off we expect our audit committee will consist of Mr. Alspaugh, Mr. Durcan and Mr. Ziebart, with Mr. Alspaugh serving as chair. Our audit committee will appoint, subject to stockholder ratification, the Company’s independent auditors and will be responsible for the compensation, retention and oversight of the work of the independent auditors and for any special assignments given to such auditors. Our audit committee will also (i) review the annual audit and its scope, including the independent auditors’ letter of comments and management’s responses thereto; (ii) approve any non-audit services provided to the Company by its independent auditors; (iii) review possible violations of the Company’s business ethics and conflicts of interest policies; (iv) review any major accounting changes made or contemplated; (v) assess the Company’s risk, risk management and compliance framework; (vi) review the effectiveness and efficiency of the Company’s internal audit staff; and (vii) monitor financial risk and discusses risk oversight and management as part of its obligations under the NYSE’s listing standards, including receiving enterprise risk management reports from management on a regular basis. In addition, our audit committee will be responsible for confirming that no restrictions have been imposed by Company personnel on the scope of the independent auditors’ examinations. Our audit committee will also be responsible for the review and approval of related persons transactions. Our board of directors has determined that Mr. Alspaugh, Mr. Durcan and Mr. Ziebart are each financially literate within the meaning of the rules and regulations of the NYSE and that Mr. Alspaugh qualifies as an “audit committee financial expert” as defined under applicable SEC rules and regulations.

Compensation Committee

Upon completion of the spin-off we expect our compensation committee will consist of Ms. Cummings, Mr. Ringler and Mr. Sakamoto with Mr. Ringler serving as chair. Our compensation committee will advise our

 

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board of directors with respect to the compensation to be paid to the directors and executive officers of the Company and will be responsible for both advising our board of directors with respect to the terms of contracts to be entered into with the senior executives of the Company and approving such contracts. Our compensation committee will also administer the Company’s incentive plans and review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) that will be included in the Company’s annual proxy statement. Our board of directors has determined that Ms. Cummings, Mr. Ringler and Mr. Sakamoto each are independent as defined under the rules and regulations of the SEC and the NYSE rules applicable to board members generally and compensation committee members specifically.

Nominating and Corporate Governance Committee

Upon completion of the spin-off we expect our nominating and corporate governance committee will consist of Mr. Ringler, Mr. Synnergren and Mr. Ziebart with Mr. Ziebart serving as chair. Our nominating and corporate governance committee will identify and recommend individuals qualified to serve as members of our board of directors and assist our board of directors by reviewing the composition of our board of directors and its committees, monitor a process to assess the board’s effectiveness, and develop and implement the Company’s Corporate Governance Guidelines. Our nominating and corporate governance committee will also assist our board of directors in developing principles and policies related to succession of senior management. Our nominating and corporate governance committee will consider stockholder nominees for election to our board of directors if timely advance written notice of such nominees is received by the secretary of the Company at its principal executive offices in accordance with the Bylaws.

In considering possible candidates for election as a director, our nominating and corporate governance committee will review the qualifications and backgrounds of the candidates, including the following: candidate has (i) attained a position of leadership in the candidate’s area of expertise; (ii) business and financial experience relevant to the Company; (iii) demonstrated sound business judgment; (iv) expertise relevant to the Company’s line of business; (v) independence from management; (vi) the ability to serve on standing committees; and (vii) the ability to serve the interests of all stockholders. While our board of directors does not have a separate formal policy, the Company’s Corporate Governance Guidelines will provide that the backgrounds and experiences of the director nominees shall reflect the global operations of the Company. Our nominating and corporate governance committee, our Board and the Company place a high priority on diversity, and will emphasize seeking out individuals with a wide variety of management, operating, engineering, technology and finance experiences and skills as well as individuals from the Company’s different operating regions.

Board Leadership Structure

Our board of directors will be responsible for selecting the Company’s chairman of our board of directors (the “Chairman”) and chief executive officer. The Bylaws and the Company’s Corporate Governance Guidelines will not require the separation of the positions of the Chairman and the chief executive officer. The Corporate Governance Guidelines will permit our board of directors to determine the most appropriate leadership structure for the Company at any given time and give our board of directors the ability to choose the Chairman that it deems best for the Company.

Our board of directors’ leadership structure is expected to include a combined Chairman and chief executive officer role with a strong independent lead director. We intend to announce the selection of our expected Chairman prior to the spin-off. It is expected that our board of directors will benefit from combining the roles of the Chairman and chief executive officer because of the importance of in-depth, industry-specific knowledge and a thorough understanding of Veoneer’s business environment through the transition period following the separation. Combining the roles also will provide a clear leadership structure for the management team and will serve as a vital link between management and our board of directors. Our board of directors will periodically review its determination to have a single individual act both as the Chairman and chief executive officer.

 

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The duties of the independent lead director will include the following:

 

    Preside at all meetings of our board of directors at which the Chairman is not present, including chairing executive sessions of the non-management directors;

 

    Serve as liaison between the non-management directors and the Chairman;

 

    Call meetings of the non-management directors when necessary;

 

    Approve meeting agendas of the full board of directors and assure that there is sufficient time for discussion of all agenda items;

 

    Receive and respond to inquiries from and communicate with stockholders when appropriate;

 

    Assist the nominating and corporate governance committee in its annual evaluation of the chief executive officer’s effectiveness as the Chairman and chief executive officer, including an annual evaluation of his or her interactions with the directors and ability to provide leadership and direction to the full board of directors; and

 

    Approve information sent to our board of directors, including the quality and timeliness of such information.

Risk Management

Our board of directors will be responsible for the oversight of risk management of the Company with various aspects of risk oversight delegated to its committees. Our audit committee will be responsible for monitoring financial, legal, regulatory and compliance risks and discussing risk oversight and management as part of its obligations under NYSE listing standards. Our audit committee will establish procedures for receiving and addressing complaints related to compliance or ethics matters. Our audit committee will also receive enterprise risk management reports from management on a regular basis. In its meetings, our board of directors will receive reports from various board committees and management, including the chief executive officer and the Company’s chief financial officer regarding the main strategic, operational and financial risks the Company is facing and the steps that management is taking to address and mitigate such risks.

Our compensation committee will review management the design and operation of our incentive compensation arrangements for senior management, including executive officers, to determine whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Company. Our compensation committee will consider, among other things, the features of the Company’s compensation program that are designed to mitigate compensation-related risk and the Company’s compensation recoupment policy.

Compensation Committee Interlocks and Insider Participation

We expect that none of the members of our compensation committee will have at any time been one of our executive officers or employees. We expect that none of our executive officers will currently serve, or will have served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Corporate Governance Guidelines

Our Corporate Governance Guidelines will provide a framework for the effective governance of Veoneer. These guidelines address matters such as our board of directors’ duties, board structure and operation, director criteria and qualifications, board of directors succession planning, board compensation, management evaluation and development, lead independent director responsibilities, succession planning and board committees. Our nominating and corporate governance committee will regularly review developments in corporate governance and update the Corporate Governance Guidelines and other governance materials as it deems necessary and appropriate.

 

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Codes of Conduct

Our Code of Conduct and Ethics for Directors and Code of Conduct and Ethics for Senior Officers will assist directors and officers in fulfilling their duties in accordance with all applicable laws and regulations and high standards of business conduct. Veoneer will also implement Standards of Business Conduct and Ethics applicable to all Veoneer employees, that will set forth the rules and standards all employees are expected to adhere to.

Communications with the Board

Veoneer will adopt a policy enabling stockholders and other interested parties to communicate with our board of directors, the lead independent director or the independent directors. The policy will provide for general communications to the Board or any individual Board member to be sent to the following address:

Board/Independent Directors

Phone: +46 8 527 76200

Address: Attn Board of Directors

               Box 13089

               SE-103 02 Stockholm, Sweden

The policy will provide that communications with our board of directors or the independent directors may be sent anonymously and will not be screened. The policy will also provide that all such communications will be distributed to the specific director(s) requested by the stockholder or interested party, to our board of directors or to sessions of independent directors as a group. Executive management of Veoneer can also be reached at the address above.

Attendance at Annual Meetings

Under the Company’s Corporate Governance Guidelines, Veoneer’s policy will be for all directors to attend the Company’s annual meeting of stockholders.

The Swedish Corporate Governance Code

Swedish companies with shares admitted to trading on a regulated market in Sweden, including Nasdaq Stockholm, are subject to the Swedish Corporate Governance Code (the “Swedish Code”). This is a codification of best practices for Swedish listed companies based on Swedish practices and circumstances. The Swedish Code follows a “comply or explain” approach; its guidelines are not binding on companies but if its guidelines are not complied with, the deviation must be explained. A non-Swedish company listed in Sweden can elect to either apply the Swedish Code or the corresponding local rules and codes where the company’s shares are also listed or where the company has its registered office. As a Delaware corporation with its primary listing on the NYSE, Veoneer is expected to elect to apply and comply with U.S. corporate governance rules and standards, including the Delaware General Corporation Law, the rules and standards of the NYSE and SEC rules and regulations.

Auditor

Ernst &Young AB (Jakobsbergsgatan 24, SE-111 44 Stockholm, Sweden), an independent registered public accounting firm, was appointed to serve as the Company’s auditor for the 2018 fiscal year. Ernst & Young is a member of FAR, a Swedish professional institute for authorized public accountants. Ernst &Young has audited the Veoneer’s carved-out financial statement for the financial years 2015, 2016 and 2017, respectively, contained in the Index to Financial Statements in this information statement. Ernst & Young has also audited the Autoliv group’s financial statements for the financial years 2015, 2016 and 2017, which included the Electronics business. The Company did not pay any compensation to Ernst & Young in 2017.

 

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EXECUTIVE AND DIRECTOR

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

As discussed above, we are currently a part of Autoliv and not an independent public company, and the Compensation Committee of our Board (which we refer to as the “Veoneer Compensation Committee”) has not yet been formed. Thus, Veoneer has not paid any remuneration to directors and officers during fiscal year 2017. This Compensation Discussion and Analysis (CD&A) describes the historical compensation practices of Autoliv and the design and objectives of Autoliv’s executive compensation programs in place prior to the spin-off. This CD&A also outlines certain aspects of our anticipated compensation structure for our executive officers following the spin-off. While our programs and policies have been approved by the Leadership Development and Compensation Committee of Autoliv’s board of directors (which we refer to as the “Autoliv Compensation Committee”), they remain subject to the review and approval of Veoneer Compensation Committee.

For purposes of the following CD&A and executive compensation disclosures, as determined in accordance with SEC rules, the individuals listed below are collectively referred to as our “named executive officers” or “NEOs”.

 

    Jan Carlson, President and Chief Executive Officer;

 

    Mathias Hermansson, Chief Financial Officer and Executive Vice President, Finance;

 

    Johan Löfvenholm, Chief Operating Officer;

 

    Lars Sjöbring, Executive Vice President Legal Affairs, General Counsel and Secretary; and

 

    Thomas Jönsson, Executive Vice President, Communications and Investor Relations.

All compensation decisions for Messrs. Carlson, Hermansson, Löfvenholm, Sjöbring and Jönsson prior to the spin-off were made or overseen by the Autoliv Compensation Committee. The information provided in this CD&A for Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson reflects compensation earned at Autoliv based on their respective role with Autoliv during 2017. Mr. Hermansson was not an Autoliv employee during 2017; accordingly, he did not receive any compensation from Autoliv during 2017 and the following discussion of Autoliv’s historical executive compensation programs does not apply to him. Similarly, none of the NEOs held their respective position in Veoneer during 2017; accordingly, none of the NEOs received any compensation from Veoneer during 2017.

Following the spin-off, the compensation of our executive officers will be determined by the Veoneer Compensation Committee consistent with the compensation and benefit plans, programs, and policies adopted by Veoneer. It is anticipated that our compensation policies will initially be similar to those employed by Autoliv. The Veoneer Compensation Committee will review these policies and practices, and, it is expected, will make adjustments to support Veoneer’s strategies and to remain market competitive.

Autoliv Compensation Philosophy

Autoliv’s compensation philosophy for its executive management is set forth below.

 

Dimension

  

Description

Main Principles    Autoliv believes that to achieve its strategic and financial objectives, it is necessary to attract, motivate and retain exceptional management talent. In addition, Autoliv believes that total compensation offered to Autoliv executive management should provide a shared responsibility for overall Autoliv results which is aligned with the interests of the Autoliv’s stockholders. Autoliv’s compensation strategy is therefore based on principles of performance, competitiveness and fairness.

 

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Compensation Objectives   

To meet its compensation philosophy, Autoliv’s compensation programs have the following objectives:

 

Objective A: Offer total compensation and benefits sufficient to attract, motivate and retain the management talent necessary to ensure Autoliv’s continued success.

 

Objective B: Align the interests of the executives and Autoliv’s stockholders.

 

Objective C: Reward performance in a given year and over a sustained period using straightforward programs to communicate performance expectations.

 

Objective D: Encourage company-wide cooperation among members of the executive, regional and business unit management teams and throughout Autoliv.

Compensation Mix    Autoliv seeks a balanced distribution of fixed and variable incentive compensation elements over time by using several components of compensation. Total compensation for Autoliv executive officers consists of base salary, annual non-equity incentives, long-term equity incentives, retirement/pension and other benefits. Autoliv believes that a balanced compensation structure focuses its executive officers on increasing long-term stockholder value while providing fewer incentives for undue risk in the short-term.
Component 1 Base Salary   

Supporting Objective A

 

Purpose: Provides a set level of pay that sustained individual performance warrants. A competitive base salary is important to attract and retain an appropriate caliber of talent for the position.

 

The Autoliv Compensation Committee also intends for base salary to comprise, on average over time, 40% of total direct compensation for its CEO and 50% for other executive officers.

Component 2 Short-Term Incentive   

Supporting Objective A, B, C & D

 

Purpose: Recognizes short-term performance against established annual financial performance goals and creates focus and engagement in delivering results.

 

Annual non-equity incentive awards are always capped and directly tied to Autoliv’s and/or its respective business segments’ performance.

Component 3 Stock Incentive   

Supporting Objective A, B, C & D

 

Purpose: Provides executive officers with incentives to build longer-term value for Autoliv stockholders while promoting retention of critical executives.

Component 4 Pension / Retirement and Other Benefits   

Supporting Objective A

 

Purpose: Provides additional value for Autoliv executives by competitive and market-aligned benefits.

 

All newly hired or promoted senior executives participate in defined contribution plans rather than defined benefit plans (with the exception of certain senior executives that participate in location-specific defined benefits plans)

Market and Market Position    The Autoliv Compensation Committee’s objective is to approximate the market median for base salaries as well as total direct compensation of the relevant market data primarily linked to the country in which the executive officer is located. The Autoliv Compensation Committee also may take a relevant international peer group comparison into account as a secondary input to compensation setting process.

 

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How to Use Market Data   

The Autoliv Compensation Committee considers the competitive environment where its significant operations and markets are located in order to provide a compensation package that optimizes value to the participant and cost to Autoliv. The Autoliv Compensation Committee and Autoliv management believe that it is their responsibility to use discretion and make informed judgments as to individual compensation packages or pay levels that may occasionally deviate above or below its target pay strategy based on such factors as:

 

1. Individual performance and potential relative to market.

 

2. Long-term succession planning and talent management.

 

3. Business conditions in its industry or the market overall as well as business or regulatory conditions in the executive’s area of responsibility.

 

4. Cases where individuals are asked to step into new roles and responsibilities for specific projects or strategic initiatives.

Veoneer Going Forward

Our executive compensation philosophy will be developed and established by the Veoneer Compensation Committee after the spin-off. It is, however, currently expected that after the spin-off, the framework of Veoneer’s executive compensation program will initially be similar to the framework used by Autoliv.

Overview of 2017 Autoliv Executive Compensation Program

Autoliv Base Salaries

The Autoliv Compensation Committee determines initial base salaries primarily as a result of its assessment of (i) market compensation levels, (ii) the references made to base salary in its compensation philosophy for executive management, (iii) the compensation required to attract and retain the executive, and (iv) Autoliv’s need to fill the position either internally or externally. Also, in deciding compensation levels during the compensation review at the beginning of 2017, one of Autoliv’s Compensation Committee’s objectives was for base salaries and total direct compensation to approximate the market median (+/- 25%) of the relevant market data linked to the country in which the executive officer was located.

Autoliv Non-Equity Incentives

Members of Autoliv’s executive management team, including Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson, were eligible to earn an annual non-equity incentive award based on achievement against pre-established performance criteria. Each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson had a target payout amount in 2017 reflected as a percentage of base salary, as set forth in the following table.

 

Autoliv 2017 Annual Non-Equity Incentive Opportunity

 
Named Executive Officer    Incentive as a % of Base Salary  
     Threshold      Target      Maximum  

Jan Carlson

     0%        75%        150%  

Johan Löfvenholm

     0%        45%        90%  

Lars Sjöbring

     0%        35%        70%  

Thomas Jönsson

     0%        35%        70%  

 

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For 2017, the award payouts were determined as follows:

 

Named Executive Officer    Performance Criteria  
   Group Operating Income      Electronics Segment
Order Intake
     Electronics Segment
R,D&E, net
 

Jan Carlson

     100%        —          —    

Johan Löfvenholm

     75%        12.5%        12.5%  

Lars Sjöbring

     100%        —          —    

Thomas Jönsson

     100%        —          —    

Autoliv believes that using a limited number of established measures critical for the success of its business provides clear direction to its executives and promotes its goal of a “one Autoliv” approach through shared responsibility for overall results. In addition, Autoliv believes that a limited number of performance metrics enhances the transparency of its annual incentive program and provides easy-to-understand information to its investors. Finally, Autoliv believes that a limited number of metrics based on overall company / segment performance rather than individual or local performance mitigates the risk of excessive risk-taking that could arise from individual performance based incentives. Autoliv believes this simple, transparent approach supports good corporate governance, a belief that is evidenced by the program operating with limited changes for several years.

Group Operating Income is defined as U.S. GAAP “Earnings Before Income Taxes” as reported in Autoliv’s audited financial statements. Achievement of the group operating income goal was determined based on Autoliv’s “Operating Income” in 2017 in comparison to the previous year’s “Operating Income”.

 

    Threshold: If the Operating Income is 70% or less of the previous year’s Operating Income, Autoliv does not pay any annual incentive.

 

    Maximum: If the Operating Income is 130% or more of the previous year’s Operating Income, the payment equals two times the target amount, the maximum payout.

 

    Target: If the Operating Income is between 70% and 130% of the previous year’s Operating Income, the incentive is calculated through linear interpolation (“along a straight line”) between said levels.

During 2017, Autoliv recognized a non-cash impairment of goodwill in the Autoliv Nissin Brake Systems joint venture (of which Autoliv owns 51%) and incurred projected costs related to the separation and spin-off. After the close of the year, the Leadership Development and Compensation Committee considered the impact of these events on Operating Income, and determined that these events’ negative impact on Operating Income did not reflect the underlying operational performance of the participants in 2017. The Committee, therefore, adjusted the calculation of Operating Income for 2017 to exclude the impact of these two extraordinary events. After such adjustment, Operating Income for 2017 was 100% of 2016 Operating Income, resulting in a payout level at 100% of the target payout.

Electronics Segment’s Order Intake is defined as the segment’s awarded value of orders taken (yearly average passive and active safety sales for 36 months, excluding Autoliv Nissin Brake Systems, calculated as of December 31 of the relevant year, in relation to the total value of orders available in the market. (Yearly average passive and active safety sales for the same period).

 

    Threshold: If the Order Intake is 85% or less of the Order Intake target, as set by the Leadership Development and Compensation Committee at the beginning of the year 2017, Autoliv does not pay any annual incentive.

 

    Maximum: If the Order Intake is 115% or more of the Order Intake target for the year 2017, the payment equals two times the target amount, the maximum payout.

 

    Target: If the Order Intake is between 85% and 115% of the Order Intake target, the incentive is calculated through linear interpolation (“along a straight line”) between said levels.

 

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“Electronics Segment’s Order Intake” for 2017 was less than the target, resulting in no payout.

Electronics Segment’s R,D&E, net is defined as the Segment’s total Research, Development & Engineering cost reduced by engineering costs paid by customers, in relation to Electronics’ net sales for the relevant year.

 

    Threshold: If the R,D&E, net is 115% or more of the R,D&E, net target, as set by the Leadership Development and Compensation Committee at the beginning of the year 2017, Autoliv does not pay any annual incentive.

 

    Maximum: If the R,D&E, net is 85% or less of the R,D&E, net target for the year 2017, the payment equals two times the target amount, the maximum payout.

 

    Target: If the R,D&E, net is between 115% and 85% of the R,D&E, net target, the incentive is calculated through linear interpolation (“along a straight line”) between said levels.

“Electronics Segment’s R,D&E, net” for 2017 was higher than the target, resulting in a payout level of 50% of the weighted target payout.

Actual 2017 Non-Equity Incentive Award Levels.

 

     Pay-Out as % of Target  

Jan Carlson

     100%  

Johan Löfvenholm

     81%  

Lars Sjöbring

     100%  

Thomas Jönsson

     100%  

Autoliv Equity Incentives

Long-term equity incentives (LTI) for Autoliv executive officers, including Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson, represented a significant part of their total direct compensation. The target value of each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson’s long-term incentive mix was comprised of performance shares (PSs) and restricted stock units (RSUs), each weighted equally. The Autoliv Compensation Committee determined 2017 target grant levels for Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson by first reviewing competitive market pay levels and trends provided by its independent consultant, historical grant levels, and the recommendations of its CEO (other than with respect to his own). The Autoliv Compensation Committee then approved the number of PSs and RSUs to be granted to Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson. The Autoliv Compensation Committee also considered the total direct compensation of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson relative to the median levels of total direct compensation of its peer groups, subject to any modifications the Autoliv Compensation Committee believed appropriate based on individual performance, industry conditions, and other criteria as discussed in the “Compensation Philosophy” above.

Restricted Stock Units. Autoliv’s Compensation Committee believes that RSUs provide a powerful tool to retain valuable executives because:

 

    RSUs are easy to understand and communicate;

 

    Due to the three-year vesting schedule, RSUs encourage retention through the vesting date, otherwise the executive will forfeit significant accumulated value; and

 

    RSUs also mitigate excessive risk-taking by focusing management on long-term value creation and ownership accumulation that provides alignment with stockholders.

Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson’s RSUs generally cliff-vest on the third anniversary of the grant date, subject to the grantee’s continued employment with on such vesting date, subject to limited exceptions.

 

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Performance Shares. Autoliv’s Compensation Committee believes that PSs focus and direct the efforts of its executives toward the attainment of critical multi-year corporate objectives as well as further encourage employment retention because:

 

    The performance metrics selected for the PSs are reflected in Autoliv’s long-term value creation and

 

    Due to the three-year performance period, PSs parallel the RSUs in encouraging the executive to remain employed or forfeit potential significant accumulated value.

The grantee may earn 0-2x the target number of PSs based on Autoliv’s achievement of specified goals for its compound annual growth rate (CAGR) for sales, and its CAGR for earnings per share relative to the CAGR for Global Light Vehicle Production reported by IHS, with each weighted 50% and measured over a three-year performance period.

Dividend Equivalents. Commencing with awards granted in February 2017 grant, dividend equivalent rights accrue on PSs and RSUs. Any cash dividend paid with respect to Autoliv common stock for which the record date occurs on or after the grant date and the payment date occurs on or before the vesting date will result in a credit of additional PSs and RSUs, which additional PSs and RSUs are subject to the same vesting schedule as the underlying PSs and RSUs.

For a discussion regarding the treatment of outstanding Autoliv equity awards in connection with the spin-off, see “Treatment of Outstanding Autoliv Equity Compensation in the Spin-Off” later in this CD&A.

Autoliv Pension / Retirement and Other Post-Employment Benefits

Autoliv provides its executive officers with certain supplemental retirement and other post-employment benefits, in addition to the mandatory programs required by local national statutes, and maintains defined benefit or defined contribution plans that are competitive with customary local practice. For Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson, this included participation in Autoliv’s defined contribution programs and legacy defined benefits program.

Defined Contribution Programs. Since 2007, all newly hired or promoted Autoliv senior executives participate in defined contribution plans (individual retirement investment from Company contributions) rather than defined benefit plans. Autoliv contributes a percentage of each executive’s annual base salary to the plan, as reflected in the table below.

 

Defined Contribution Level

As % of annual base salary

 

Name

   Level of Contribution  

Jan Carlson

     48%  

Johan Löfvenholm

     35%  

Lars Sjöbring (1)

     35%  

Thomas Jönsson

     35%  

 

(1) Comprises contributions to both 401(k) and non-qualified contribution plans.

Mr. Sjöbring participated in a 401(k) plan available to U.S. based employees in 2017. Under this plan, Autoliv makes an employer matching contribution equal to 100% of the first 3%, and then equal to 50% of the next 2% of employee contributions (expressed as percentage of base pay), up to certain limits. Mr. Sjöbring also participated in a U.S. non-qualified defined contribution plan.

Defined Benefits Program. Mr. Carlson participated in an Autoliv defined benefit plan prior to becoming Autoliv’s CEO. Additional information regarding this plan is described later under “Pension Benefits.”

 

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Employment Agreements and Severance Agreements. Each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson were party to an employment agreement with Autoliv during 2017, pursuant to which they would be entitled to certain severance benefits in the event of his termination of employment. A detailed summary of the terms of these agreements is provided in the section below entitled “Potential Payments Upon Termination or Change in Control”. In addition, during 2017, Messrs. Carlson and Löfvenholm were party to a change-in-control (“CiC”) severance agreement with Autoliv, pursuant to which the executive is entitled to certain severance benefits in the event of his termination of employment in connection with a CiC (which benefits would be in lieu of any benefits under the employment agreement). These arrangements were provided to certain of Autoliv’s most senior executive officers as a competitive pay package component to encourage executives to remain focused on Autoliv’s business in the event of rumored or actual fundamental corporate changes. Mr. Carlson’s CiC agreement with Autoliv contains a “modified single-trigger,” which means that he may terminate his employment for any reason during the 30-day period commencing one year after the CiC and be entitled to severance benefits provided under the CiC agreement.

Each of Messrs. Carlson, Hermansson, Löfvenholm, Sjöbring and Jönsson entered into a new employment agreement and, with the exception of Messrs. Hermansson and Jönsson, change-in-control severance agreements, with Veoneer to be effective as of the spin-off, each of which is described in the section below entitled “Our Anticipated Compensation Programs”.

Overview of Executive Compensation Responsibilities at Autoliv

Role of the Autoliv Compensation Committee

The Autoliv Compensation Committee annually reviews its executive officers’ pay levels and target incentive opportunities versus the competitive market and considers information provided by the consultants regarding trends, input from its Group Vice President, Human Resources & Sustainability, its CEO’s recommendations as to compensation for its executive officers (other than himself) and other relevant factors as discussed above in the “Compensation Philosophy” section.

Role of the Independent Consultant to the Autoliv Compensation Committee

The Autoliv Compensation Committee regularly engages an independent advisor, who reports directly to the Autoliv Compensation Committee. The independent advisor attends routine meetings of the Autoliv Compensation Committee and provides independent perspective and advice to the Autoliv Compensation Committee on various aspects of Autoliv’s total compensation system and the market environment in which it operates. Additional information regarding the role of the Autoliv Compensation Committee advisor, FW Cook, may be found later in this CD&A in the “2017 Executive Compensation Decisions” section.

Role of the Autoliv Chief Executive Officer

Autoliv’s CEO regularly participates in the meetings of the Autoliv Compensation Committee. The Autoliv CEO and Group Vice President, Human Resources & Sustainability work together to develop a recommendation to present to the Autoliv Compensation Committee with respect to compensation packages for each of its executive officers, other than the CEO. As a result, the Autoliv CEO generally has a significant impact on the compensation paid to the other executive officers. In addition, the Autoliv Compensation Committee has delegated the authority for the determination of certain grants to employees other than executive officers under its long-term incentive plan to the CEO, subject to established grant limits. The Autoliv Compensation Committee regularly holds executive sessions, excusing the CEO from the meeting, to discuss matters related to the CEO’s compensation.

Role of the Management Consultant

Autoliv management periodically solicits the advice of external compensation consultants to ensure that the Autoliv compensation program is competitive with compensation programs offered by the companies in its peer

 

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group and companies in the markets in which its executive officers are located. In 2017, Towers Watson assisted management with reviewing Autoliv’s compensation program for executives, as described in more detail below.

Policies and Practices that Govern Executive Compensation at Autoliv

The Autoliv Compensation Committee adopted certain policies and guidelines that are applicable to each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson.

Stock Ownership Guidelines. Pursuant to these guidelines, each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson is expected to accumulate and hold shares of Autoliv common stock having a value at least equal to (i) 2x his annual base salary, in the case of Mr. Carlson, and (ii) 1x annual base salary, in the case of Messrs. Löfvenholm, Sjöbring and Jönsson. Executives are expected to make continuous progress toward their respective ownership requirements. Until the executive has satisfied the stock ownership guidelines, he will be required to retain 75% of the net shares received upon settlement of restricted stock units granted on or after January 1, 2013. For purposes of these stock ownership guidelines, “net shares” are those shares held by the executive after deducting any shares withheld by Autoliv or sold by the executive for the sole purpose of satisfying the executive’s tax liabilities and related fees, if any, related to the settlement event.

Policy Against Hedging, Short-Selling and Pledging. Any employee of Autoliv holding Autoliv securities is prohibited from engaging in hedging, short-selling or pledging.

Compensation Recoupment Policy. Autoliv has a compensation recoupment policy that complies with and goes beyond the parameters described in the Dodd-Frank Act, requiring current and former executives to return incentive compensation that is subsequently determined not to have been earned.

Compensation Risk Assessment. The Autoliv Compensation Committee annually considers potential risks when reviewing and approving its compensation program. Autoliv has designed its compensation program, including its incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in Autoliv’s compensation program for executive officers, including Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson:

 

    A Balanced Mix of Compensation Components – The target compensation mix for Autoliv executive officers is composed of base salary, annual cash incentives, long-term equity incentives and retirement/pension provisions, representing a mix that is not overly weighted toward short-term cash incentives.

 

    Multiple Performance Factors – Autoliv’s incentive compensation plans use both company-wide and business-segment goals. Annual cash incentives for corporate participants are dependent on operating income performance, while long-term performance shares reward growth in sales and EPS.

 

    Long-term Incentives – Autoliv’s long-term incentives are equity-based and generally have a three-year vesting schedule to complement its annual cash based incentives.

 

    Capped Incentive Awards – Autoliv’s annual incentive awards and performance share awards are capped at 200% of target.

 

    Stock Ownership Guidelines – Autoliv’s guidelines call for meaningful share ownership, which aligns the interests of its executive officers with the long-term interests of Autoliv stockholders.

 

    Claw-back Policy – Autoliv’s Board is authorized to recoup earned incentive compensation in the event of a material restatement of Autoliv’s financial results due to fraud, intentional misconduct, negligence, or dereliction of duties by the executive officer.

Additionally, the Autoliv Compensation Committee annually considers an assessment of compensation-related risks including an inventory of incentive arrangements below the executive level. Based on this assessment, the Autoliv Compensation Committee concluded that its compensation programs do not create risks

 

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that are reasonably likely to have a material adverse effect on Autoliv. In making this determination, the Autoliv Compensation Committee reviewed the key design elements of its compensation programs in relation to industry “best practices” as presented by FW Cook, as well as the means by which any potential risks may be mitigated, such as through its internal controls and oversight by management and Autoliv’s Board of Directors.

Autoliv 2017 Executive Compensation Decisions

The Process

The Autoliv Compensation Committee reviews the total compensation of its executive officers every year. The Autoliv Compensation Committee considers changes in the compensation levels after it reviews the relevant peer group or local market data (per position). The Autoliv Compensation Committee uses this information as one input in its decision-making process. In addition to market data, the Autoliv Compensation Committee also reviews Autoliv’s financial performance, the executive officers’ individual performance, input from the Group Vice President, Human Resources & Sustainability, and the recommendations of its CEO with respect to the compensation packages for the executive officers other than himself. The Autoliv Compensation Committee reviews, provides feedback and approves the final recommendations for the compensation of its executive officers.

The Autoliv Compensation Committee reviewed the 2017 compensation for its executive officers, including Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson, and the recommendations made by its CEO other than for himself, during its meetings held in December 2016 and February 2017 and decided on the 2017 compensation levels. The review has been supported by the comprehensive analysis and market review prepared by Towers Watson.

The Advisors

Throughout the decision making process for 2017 compensation, which included the Autoliv’s Compensation Committee’s December 2016 and February 2017 meetings, and during the other Autoliv Compensation Committee meetings, which included May, August, November and December 2017 meetings, the Autoliv Compensation Committee engaged FW Cook who reported directly to the Autoliv Compensation Committee. During 2017, FW Cook attended the majority of the Autoliv Compensation Committee’s meetings and provided input for each meeting, including:

 

  (i) independent perspective and advice to the Autoliv Compensation Committee on various aspects of Autoliv’s total compensation system;

 

  (ii) information about the market environments in which Autoliv operates, including guidance regarding compensation trends, compensation levels and compensation mix within the market;

 

  (iii) the regulatory developments in executive and director compensation;

 

  (iv) recommendations regarding program design and structure; and

 

  (v) recommendations regarding compensation levels and mix for executive officers and members of the Autoliv board of directors.

In 2016, Autoliv engaged Towers Watson to assist in setting the compensation for 2017. At the direction of management, Towers Watson was assigned specific tasks related to the compensation of senior executive officers, including: (i) review of peer group and pay changes in the 2017 employment market, (ii) compilation of peer groups for executive officers, and (iii) compensation analysis for the Autoliv Compensation Committee.

The Autoliv Peer Groups

In line with the principles of its compensation philosophy, the Autoliv Compensation Committee reviewed the most current compensation data available in selected markets. This included market data from Sweden and

 

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the U.S. Towers Watson used its proprietary non-disclosed compensation database to assess local market compensation levels for executive roles operating within the general, high-tech, automotive and manufacturing industries. Such market assessments are based on executive officers’ roles, characteristics and responsibilities including job function, reporting level and other organizational financial and organizational scope measures, including revenue responsibility, employees, and geographical responsibility. The market data contained information regarding the assessed level of base salary, total cash compensation, total direct compensation and total compensation. The details of data provided in the tables below reflect the information as provided by Towers Watson as part of the analysis.

Swedish Peer Group

Mr. Carlson, Löfvenholm and Jönsson. In considering compensation for 2017 for Messrs. Carlson, Löfvenholm and Jönsson, who is based in Sweden, the Autoliv Compensation Committee reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation and total compensation) from a peer group consisting of large-cap Swedish companies that have global industrial operations of substantial size in major manufacturing markets of North America, Europe and Asia (the “Swedish peer group”) headquartered in Sweden and with executives based in Sweden with Swedish employment conditions. The Swedish peer group for 2017 consisted of the following companies, with such information provided by Towers Watson and converted to U.S. dollars using the following exchange rate: 1 USD = 8.2322 SEK.

 

Swedish Peer Group for 2017

 

Company

   Net Sales (MUSD)      Market Cap (MUSD)      Headcount  

Volvo

     37,963        25,116        88,464  

Ericsson

     29,994        24,012        116,281  

Volvo Cars

     19,927        N/A        28,119  

Skanska

     18,592        9,705        48,470  

Electrolux

     15,003        8,014        58,265  

SCA

     14,008        21,837        44,000  

Atlas Copco

     12,410        36,953        43,114  

Scania

     11,528        N/A        44,409  

Stora Enso

     11,484        7,482        25,680  

Sandvik

     10,428        14,147        45,808  

SKF

     9,232        8,055        46,635  

Assa Alboy

     8,272        22,313        45,994  

SSAB

     6,908        2,705        16,045  

Alfa Laval

     4,828        6,877        17,417  

Husqvarna

     4,394        5,181        13,572  

 

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U.S. Peer Group

Mr. Sjöbring. In considering compensation for 2017 for Mr. Sjöbring, the Autoliv Compensation Committee reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation and total compensation) from a peer group consisting of U.S. companies that were selected based on market capitalization, total revenue and number of employees. The companies comprising the 2017 U.S. peer group are listed below, with such information provided by Towers Watson.

 

U.S.A. Peer Group for 2017

 

Company

   Net Sales (MUSD)      Market Cap (MUSD)      Headcount  

Northrop Grumman Corporation

     23,526        38,541        65,000  

Rolls-Royce Holdings PLC

     20,967        21,260        50,500  

Whirlpool Corporation

     20,891        12,915        97,000  

Eaton Corporation

     20,855        29,549        97,000  

Lear Corporation

     18,211        8,329        136,200  

Jabil Circuit Inc.

     17,899        4,063        161,000  

ZF TRW Automotive Holdings Corporation

     17,539        N/A        66,900  

Textron Inc.

     13,423        10,671        35,000  

Parker-Hannifin Corporation

     12,712        16,422        54,750  

Stanley Black & Decker Inc.

     11,172        18,278        51,250  

L-3 Communications Holdings Inc.

     10,466        11,494        38,000  

Navistar International Corporation

     10,140        1,516        13,200  

BorgWarner Inc.

     8,023        7,407        30,000  

Federal-Mogul Holdings Corporation

     7,419        1,567        53,700  

Spirit AeroSystems Holdings Inc.

     6,644        5,889        15,200  

Terex Corporation

     6,543        2,627        20,400  

Rockwell Automation Inc.

     6,308        15,186        22,500  

Harman International Industries Inc.

     6,155        5,804        24,197  

Oshkosh Corporation

     6,098        3,986        13,300  

Rockwell Collins Inc.

     5,244        10,883        19,500  

Harris Corporation

     5,083        11,244        22,300  

Visteon Corporation

     3,245        2,397        11,000  

Timken Corporation

     2,872        2,647        14,000  

SPX Corporation

     1,719        800        6,000  

Findings and Decisions for 2017 Compensation

The following section of this CD&A focuses on the data reviewed by the Autoliv Compensation Committee in its December 2016 meeting and the decisions linked to compensation paid to our named executive officers (with the exception of Mr. Hermansson) for 2017.

The Autoliv Compensation Committee reviews the compensation for the executives taking internal, external and personal factors into consideration and one of the factors considered is the current market position of respective named executive officers. Although the analysis provides an additional input to decision making, Autoliv is aware of the fact that the limited number of peer group companies in Sweden where the majority of our named executive officers are located may result in inconsistencies in year-over-year analysis.

For the purpose of market position analysis, the following guidelines have been followed to increase readability of the information provided:

 

    Within -/+ 5% of the peer group median – “at” median

 

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    Within -/+ 5-20% of the peer group median – “moderately below/above” the peer group median

 

    Outside -/+ 20-50% of the peer group median – “below/above” the peer group median

Each of the 2016 pie charts below demonstrates the mix of base salary, target short-term incentive, value of long-term incentive awards and value of retirement / pension solutions provided to our named executive officers in 2016, using applicable exchange rates at the time of analysis and Towers Watson’s methodologies, which information the Autoliv Compensation Committee reviewed and considered in connection with establishing target pay levels for 2017. Similarly, the percentage changes in each element of compensation set forth below reflect the Autoliv Compensation Committee’s decisions in December 2016.

Jan Carlson. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Carlson’s:

 

    base salary was moderately above the peer group’s median;

 

    total cash compensation (base salary plus target annual non-equity incentive award) was above the peer group’s median;

 

    total direct compensation (total cash compensation plus the value of long-term incentives) was above the peer group median; and

 

    total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was above the market median.

Based on the 2016 pay mix given below, the market data and the other factors the Autoliv Compensation Committee considered, the Autoliv Compensation Committee approved the following changes to Mr. Carlson’s 2017 compensation.

 

LOGO   

Base Salary
Adjustment for
2017

  

Target STI
Adjustment for

2017

  

Approved
Target Grant
Value of

Stock

Incentive

Plan for

2017

  

Retirement/

Pension Solution

for 2017

  

Increased by

5.0%

  

No change (remained at the same target level

- 75% of base

salary)

  

No change (remained at

the same

grant value

in USD)

  

No change (contribution level remained at 48%

of base salary)

Johan Löfvenholm. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Löfvenholm’s:

 

    base salary was moderately below the peer group’s median;

 

    total cash compensation (base salary plus target annual non-equity incentive award) was moderately below the peer group’s median;

 

    total direct compensation (total cash compensation plus the value of long-term incentives) was above the peer group median; and

 

    total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was moderately above the market median.

 

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Based on the 2016 pay mix given below, the market data and the other factors the Autoliv Compensation Committee considered, the Autoliv Compensation Committee approved the following changes to Mr. Löfvenholm’s 2017 compensation.

 

LOGO   

Base Salary

Adjustment for

2017

  

Target STI

Adjustment for

2017

  

Approved

Target Grant

Value of

Stock

Incentive

Plan for

2017

  

Retirement/

Pension Solution

for 2017

  

Increased by

20.0%

  

No change

(remained at the

same target level

- 45% of base

salary)

  

No change

(remained at

the same

grant value

in USD)*

   No change (contribution level remained at 35% of base salary)

 

* The value of Mr. Löfvenholm’s actual 2017 LTI grant was slightly higher than his target grant value because he also received as part of the 2017 LTI grant value a prorated amount to reflect his time in his new role which commenced October 1, 2016.

Lars Sjöbring. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Sjöbring’s:

 

    base salary was above the peer group median;

 

    total cash compensation (base salary plus target annual non-equity incentive award) was at the peer group median;

 

    total direct compensation (total cash compensation plus the value of long-term incentives) was below the peer group median; and

 

    total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was moderately below the peer group median.

Based on the 2016 pay mix given below, the market data and the other factors the Autoliv Compensation Committee considered, the Autoliv Compensation Committee approved the following changes to Mr. Sjöbring’s 2017 compensation.

 

LOGO   

Base Salary

Adjustment for

2017

  

Target STI

Adjustment for

2017

  

Approved

Target Grant

Value of

Stock

Incentive

Plan for

2017

  

Retirement/

Pension Solution

for 2017

  

Increased by

4.0%

  

No change

(remained at 35

% of base

salary)

  

No change

(remained at

the same

grant value

in USD)

   No change (contribution level remained at 35% of base salary)

Thomas Jönsson. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Jönsson’s:

 

    base salary was at the peer group’s median;

 

    total cash compensation (base salary plus target annual non-equity incentive award) was moderately below the peer group’s median;

 

    total direct compensation (total cash compensation plus the value of long-term incentives) was moderately above the peer group median; and

 

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    total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was moderately above the market median.

Based on the 2016 pay mix given below, the market data and the other factors the Autoliv Compensation Committee considered, the Autoliv Compensation Committee approved the following changes to Mr. Jönsson’s 2017 compensation.

 

LOGO   

Base Salary

Adjustment for

2017

  

Target STI

Adjustment for

2017

  

Approved

Target Grant

Value of

Stock

Incentive

Plan for

2017

  

Retirement/

Pension Solution

for 2017

  

Increased by

4.0%

  

No change

(remained at the

same target level

- 35% of base

salary)

  

No change

(remained at

the same

grant value

in USD)

  

No change

(contribution level

remained at 35%

of base salary)

Treatment of Outstanding Autoliv Equity Compensation in the Spin-Off

As described elsewhere in this Information Statement, the Employee Matters Agreement generally provides for the conversion of outstanding stock awards granted under the Autoliv equity compensation programs into adjusted awards relating to both shares of Autoliv and Veoneer common stock. The adjusted awards generally will be subject to the same or equivalent vesting conditions and other terms that applied to the applicable original Autoliv award immediately before the spin-off.

For each holder of a stock option or RSU, fifty percent (50%) of the outstanding stock award value, as calculated immediately prior to the distribution, will be converted to a stock option or RSU, as applicable, of Veoneer, and fifty percent (50%) to a stock option or RSU, as applicable, of Autoliv, in each case with an adjustment to the number of shares and, in the case of stock options, exercise price, as required to preserve the value inherent in the stock award before and after the distribution. Any such adjustments shall be performed in accordance with applicable U.S. tax rules, as necessary.

Outstanding performance shares will be converted to RSUs, and converted to RSUs of both Autoliv and Veoneer as described above, with the number of performance shares so converting determined based on: (i) for the period between the beginning of the performance period and December 31, 2017, the actual level of performance measured as of December 31, 2017; and (ii) for the period following December 31, 2017 and the last day of the applicable performance period, actual performance measured as of December 31, 2017, or target level performance, whichever is greater.

For purposes of vesting for all awards, continued employment with or service to Autoliv or Veoneer, as applicable, will be treated as continued employment with or service to both Autoliv and Veoneer, as applicable.

Veoneer’s Anticipated Compensation Programs

The executive compensation programs that will initially be adopted by Veoneer are currently expected to be substantially similar to those in place at Autoliv immediately prior to the spin-off. However, after the spin-off, the Veoneer Compensation Committee will continue to evaluate our compensation and benefit programs and may make adjustments, which may be significant, as necessary to meet prevailing business needs and strategic priorities. Adjustments to elements of our compensation programs may be made going forward if appropriate, based on industry practices and the competitive environment for a newly-formed, publicly-traded company, or for other reasons.

 

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Arrangements with Messrs. Carlson, Hermansson, Löfvenholm, Sjöbring and Jönsson

Mr. Carlson. Mr. Carlson entered into a new employment agreement and a new change-in-control severance agreement with Veoneer, effective as of the spin-off. Mr. Carlson’s employment agreement provides that he is entitled to an annual base salary of SEK 12,599,575 (approximately $1,530,523). In addition to base salary, Mr. Carlson will be entitled to a vacation supplement in accordance with Swedish law. Mr. Carlson will have an opportunity to participate in Veoneer’s bonus plan for executive officers, with an initial target cash bonus of seventy-five percent (75%) of his base salary, and he will be eligible to receive equity grants under Veoneer’s stock incentive plan. Veoneer will provide Mr. Carlson with a company car and reimbursement for maintenance costs. In addition, Veoneer will pay pension premiums for defined contribution pension insurance in Sweden, with an amount equal to forty-eight percent (48%) of his base salary.

Mr. Carlson’s employment agreement also provides that he is eligible to receive a $6,000,000 retention bonus payable in lieu of his right to severance upon terminating his employment with Autoliv at the time of the spin-off, and recognizes the critical importance of his continued service and leadership during the formation of Veoneer. The retention bonus will be paid in three equal installments in each of July 2019, 2020, and 2021, provided that he remains employed by Veoneer on each such date. Fifty percent (50%) of the retention bonus will be paid annually at the time of vesting in a fixed cash amount ($1,000,000 annually), and fifty percent (50%) will be denominated in Veoneer restricted stock units on the effective date of the spin-off and paid annually in one-third installments in cash. In the event that prior to July 1, 2021, Mr. Carlson is given notice of termination by Veoneer for reasons other than “cause” or “disability,” or Mr. Carlson gives notice of termination for reasons that constitute “good reason” (as such terms are defined in the employment agreement) all retention payments made to date will be deducted from any payments to Mr. Carlson due under the employment agreement following the date of notice. Any unvested portion of the retention bonus on the date of notice will be forfeited. If Mr. Carlson gives notice of termination and resigns or gives notice of his retirement prior to July 1, 2021, any unvested portion of the retention bonus on the date of notice also will be forfeited.

Mr. Carlson’s employment agreement may be terminated by Veoneer at any time with or without cause or by Mr. Carlson with or without good reason. The employment agreement requires that Veoneer provide written notice of termination to Mr. Carlson not less than eighteen (18) calendar months prior to the date of termination (except in the case of a “for cause” termination, in which case his termination would be effective immediately), and Mr. Carlson must give Veoneer written notice of termination of his employment not less than twelve (12) calendar months prior to such date of termination. Depending on the reason for the termination, Mr. Carlson will be entitled to certain severance benefits. If Mr. Carlson’s employment is terminated by Veoneer other than for cause or if he resigns for good reason, then, in addition to receiving salary and benefits during the requisite notice period, he will be entitled to a lump sum severance payment equal to the sum of (i) his then-current annual salary, (ii) the average of the annual bonuses received by him for the two most recent fiscal years, or, if higher, the annual bonus for the fiscal year immediately prior to the year of termination, (iii) the annual taxable value of the benefit of a company car, and (iv) the value of any defined contribution plan benefits to which he would have been entitled to if he remained in service for one year following termination. If Mr. Carlson dies, if Veoneer terminates Mr. Carlson’s employment for cause or if he retires or resigns without good reason, then the agreement will terminate without further obligations to the executive (other than payments and benefits due to Mr. Carlson during the requisite notice period), provided that if Mr. Carlson dies or is given notice of termination by Veoneer by reason of his disability, the remaining unpaid retention amounts will be accelerated and paid in a single lump sum to Mr. Carlson or his estate, as applicable.

Mr. Carlson’s change-in-control severance agreement with Veoneer provides that if Mr. Carlson’s employment is terminated by Veoneer other than for “cause” or death, or if Mr. Carlson resigns for “good reason”, or if Veoneer terminates Mr. Carlson’s employment by reason of “disability” (as such terms are defined in the agreement), in each case within two years following a “change in control” of Veoneer (as defined in the agreement), then Mr. Carlson will receive a lump sum severance payment equal to 2.5 times the sum of (a) his then-current annual salary (or if higher, the salary in effect immediately prior to the first event or circumstances

 

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which constitutes Good Reason), (b) the average of the annual bonuses received by him for the two most recent fiscal years, or the annual bonus for the fiscal year immediately prior to the fiscal year during which occurs the first event or circumstance constituting Good Reason, whichever is highest, (c) the taxable value of the benefit of a company car, and (d) the value of any defined contribution plan benefits to which he would have been entitled if he remained in service for one year following termination. The severance payment under the change-in-control severance agreement would be in lieu of the salary and benefits payable pursuant to Mr. Carlson’s employment agreement during the requisite notice period and the severance benefits that would otherwise be payable under Mr. Carlson’s employment agreement.

Mr. Hermansson. Mr. Hermansson entered into a new employment agreement with Autoliv in connection with his commencement of employment, which agreement has been transferred to Veoneer. Mr. Hermansson’s employment agreement provides that he is entitled to an annual base salary of SEK 5,000,000 (approximately $607,371). Mr. Hermansson will have an opportunity to participate in Veoneer’s bonus plan for executive officers, with an initial target cash bonus of forty-five percent (45%) of his base salary, and he will be eligible to receive equity grants under Veoneer’s stock incentive plan. Veoneer will provide Mr. Hermansson with a company car and reimbursement for maintenance costs. During his employment, Veoneer will make pension contributions equivalent to thirty-five percent (35%) of Mr. Hermansson’s base salary. Mr. Hermansson’s employment agreement also provides that his 2018 long-term incentive award value would be increased by $238,000 as a retention bonus.

Mr. Hermansson’s employment agreement may be terminated by Veoneer at any time with or without cause or by Mr. Hermansson with or without good reason. The employment agreement requires that Veoneer provide written notice of termination to Mr. Hermansson not less than six (6) calendar months prior to the date of termination (except in the case of a “for cause” termination, in which case his termination would be effective immediately), and Mr. Hermansson must give Veoneer written notice of termination of his employment not less than six (6) calendar months prior to such date of termination. Depending on the reason for the termination, Mr. Hermansson will be entitled to certain severance benefits. If Mr. Hermansson’s employment is terminated by Veoneer other than for cause or if he resigns for good reason, then, in addition to receiving salary and benefits during the requisite notice period, he will be entitled to a lump sum severance payment equal to one and one-half times his then-current base salary and accrued short term incentive during the last 12 months. If Mr. Hermansson dies, if Veoneer terminates Mr. Hermansson’s employment for cause or if he retires or resigns without good reason, then the agreement will terminate without further obligations to the executive (other than payments and benefits due to Mr. Hermansson during the requisite notice period).

Mr. Löfvenholm. Mr. Löfvenholm entered into a new employment agreement and a new change-in-control severance agreement with Veoneer, effective as of the spin-off. Mr. Löfvenholm’s employment agreement provides that he is entitled to an annual base salary of SEK 3,950,367 (approximately $479,868). Mr. Löfvenholm will have an opportunity to participate in Veoneer’s bonus plan for executive officers, with an initial target cash bonus of forty-five percent (45%) of his base salary, and he will be eligible to receive equity grants under Veoneer’s stock incentive plan. Veoneer will provide Mr. Löfvenholm with a company car and reimbursement for maintenance costs. During his employment, Veoneer will make pension contributions equivalent to thirty-five percent (35%) of Mr. Löfvenholm’s base salary.

Mr. Löfvenholm’s employment agreement may be terminated by Veoneer at any time with or without cause or by Mr. Löfvenholm with or without good reason. The employment agreement requires that Veoneer provide written notice of termination to Mr. Löfvenholm not less than six (6) calendar months prior to the date of termination (except in the case of a “for cause” termination, in which case his termination would be effective immediately), and Mr. Löfvenholm must give Veoneer written notice of termination of his employment not less than six (6) calendar months prior to such date of termination. Depending on the reason for the termination, Mr. Löfvenholm will be entitled to certain severance benefits. If Mr. Löfvenholm’s employment is terminated by Veoneer other than for cause or if he resigns for good reason, then, in addition to receiving salary and benefits during the requisite notice period, he will be entitled to a lump sum severance payment equal to one

 

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and one-half times his then-current base salary. If Mr. Löfvenholm dies, if Veoneer terminates Mr. Löfvenholm’s employment for cause or if he retires or resigns without good reason, then the agreement will terminate without further obligations to the executive (other than payments and benefits due to Mr. Löfvenholm during the requisite notice period).

Mr. Löfvenholm’s change-in-control severance agreement with Veoneer provides that if Mr. Löfvenholm’s employment is terminated by Veoneer other than for “cause” or death, or if Mr. Löfvenholm resigns for “good reason”, or if Veoneer terminates Mr. Löfvenholm’s employment by reason of “disability” (as such terms are defined in the agreement), in each case within two years following a “change in control” of Veoneer (as defined in the agreement), then Mr. Löfvenholm will receive a lump sum severance payment equal to 2.5 times the sum of (a) his then-current annual salary (or if higher, the salary in effect immediately prior to the first event or circumstances which constitutes good reason); (b) (i) the average of the annual cash bonuses earned in the two fiscal years prior to the date of termination, (ii) if two fiscal years have not elapsed prior to the date of termination, the annual cash bonus earned in the fiscal year prior to termination, (iii) if a full fiscal year has not elapsed prior to the date of termination, his target annual cash bonus, or (iv) provided that it results in a higher bonus than the amount payable under (i) through (iii), the bonus payable for the fiscal year immediately prior to the first occurrence of an event or circumstance constituting good reason; (c) the taxable value of the benefit of a company car; and (d) the value of any defined contribution plan benefits to which Mr. Löfvenholm would have been entitled if he remained in service for one year following termination. The severance payment under the change-in-control severance payment would be in lieu of the salary and benefits payable pursuant to Mr. Löfvenholm’s employment agreement during the requisite notice period and the severance benefits that would otherwise be payable under Mr. Löfvenholm’s employment agreement.

Mr. Sjöbring. Mr. Sjöbring entered into a new employment agreement and a new change-in-control severance agreement with Veoneer, effective as of the spin-off. Mr. Sjöbring’s employment agreement provides that he is entitled to an annual base salary of $705,042. Mr. Sjöbring will have an opportunity to participate in Veoneer’s bonus plan for executive officers, with an initial target cash bonus of thirty-five percent (35%) of his base salary, and he will be eligible to receive equity grants under Veoneer’s stock incentive plan. Veoneer will provide Mr. Sjöbring with a company car (or a car allowance) and reimbursement for maintenance costs. During his employment, Mr. Sjöbring will be eligible to participate in any non-qualified deferred compensation plan and/or qualified retirement plans and any additional welfare benefit plans, practices, policies and programs provided by Veoneer to similarly-situated executives. Veoneer will make additional contributions to a non-qualified deferred compensation plan equivalent to an amount such that the total value of all matches and contributions by Veoneer to the U.S. savings plans will be equivalent to thirty-five percent (35%) of Mr. Sjöbring’s base salary.

The retention bonus which Mr. Sjöbring was eligible to receive pursuant to his existing employment agreement with Autoliv will be preserved in the new employment agreement with Veoneer. Consistent with the terms of his existing employment agreement with Autoliv, Mr. Sjöbring is eligible to receive this $1,000,000 retention bonus within 30 days following the earlier to occur of (i) November 16, 2018, provided that he remains employed by Veoneer on such date, or (ii) the date that his employment with Veoneer is terminated by reason of his death, disability, or by Veoneer without “cause”, or by Mr. Sjöbring for “good reason” (as such terms are defined in the new employment agreement).

Mr. Sjöbring’s employment agreement may be terminated by Veoneer at any time with or without cause or by Mr. Sjöbring with or without good reason. The employment agreement requires that Veoneer provide written notice of termination to Mr. Sjöbring not less than six (6) calendar months prior to the date of termination (except in the case of a “for cause” termination, in which case his termination would be effective immediately), and Mr. Sjöbring must give Veoneer written notice of termination of his employment not less than six (6) calendar months prior to such date of termination. Depending on the reason for the termination, Mr. Sjöbring will be entitled to certain severance benefits. If Mr. Sjöbring’s employment is terminated by Veoneer other than for cause or if he resigns for good reason, then, in addition to receiving salary and benefits during the requisite notice

 

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period, he will be entitled to a lump sum severance payment equal to one and one-half times his then-current base salary. If Mr. Sjöbring dies, if Veoneer terminates Mr. Sjöbring’s employment for cause or if he retires or resigns without good reason, then the agreement will terminate without further obligations to the executive (other than payments and benefits due to Mr. Sjöbring during the requisite notice period).

Mr. Sjöbring’s change-in-control severance agreement with Veoneer provides that if Mr. Sjöbring’s employment is terminated by Veoneer other than for “cause” or death, or if Mr. Sjöbring resigns for “good reason”, or if Veoneer terminates Mr. Sjöbring’s employment by reason of “disability” (as such terms are defined in the agreement), in each case within two years following a “change in control” of Veoneer (as defined in the agreement), then Mr. Sjöbring will receive a lump sum severance payment equal to 1.5 times the sum of (a) his then-current annual salary (or if higher, the salary in effect immediately prior to the first event or circumstances which constitutes good reason); (b) (i) the average of the annual cash bonuses earned in the two fiscal years prior to the date of termination, (ii) if two fiscal years have not elapsed prior to the date of termination, the annual cash bonus earned in the fiscal year prior to termination, (iii) if a full fiscal year has not elapsed prior to the date of termination, his target annual cash bonus, or (iv) provided that it results in a higher bonus than the amount payable under (i) through (iii), the bonus payable for the fiscal year immediately prior to the first occurrence of an event or circumstance constituting good reason; (c) the taxable value of the benefit of a company car; and (d) the value of any defined contribution plan benefits to which Mr. Sjöbring would have been entitled if he remained in service for one year following termination. The severance payment under the change-in-control severance payment would be in lieu of the salary and benefits payable pursuant to Mr. Sjöbring’s employment agreement during the requisite notice period and the severance benefits that would otherwise be payable under Mr. Sjöbring’s employment agreement.

Mr. Jönsson. Mr. Jönsson entered into a new employment agreement with Veoneer, effective as of the spin-off. Mr. Jönsson’s employment agreement provides that he is entitled to an annual base salary of SEK 2,548,706 (approximately $309,602). Mr. Jönsson will have an opportunity to participate in Veoneer’s bonus plan for executive officers, with an initial target cash bonus of thirty-five percent (35%) of his base salary, and he will be eligible to receive equity grants under Veoneer’s stock incentive plan. Veoneer will provide Mr. Jönsson with a company car and reimbursement for maintenance costs. During his employment, Veoneer will make pension contributions equivalent to thirty-five percent (35%) of Mr. Jönsson’s base salary.

Mr. Jönsson’s employment agreement may be terminated by Veoneer at any time with or without cause or by Mr. Jönsson with or without good reason. The employment agreement requires that Veoneer provide written notice of termination to Mr. Jönsson not less than six (6) calendar months prior to the date of termination (except in the case of a “for cause” termination, in which case his termination would be effective immediately), and Mr. Jönsson must give Veoneer written notice of termination of his employment not less than six (6) calendar months prior to such date of termination. Depending on the reason for the termination, Mr. Jönsson will be entitled to certain severance benefits. If Mr. Jönsson’s employment is terminated by Veoneer other than for cause or if he resigns for good reason, then, in addition to receiving salary and benefits during the requisite notice period, he will be entitled to a lump sum severance payment equal to one and one-half times his then-current base salary. If Mr. Jönsson dies, if Veoneer terminates Mr. Jönsson’s employment for cause or if he retires or resigns without good reason, then the agreement will terminate without further obligations to the executive (other than payments and benefits due to Mr. Jönsson during the requisite notice period). Mr. Jönsson’s employment agreement also provides that if a change in control (as defined in the agreement) occurs within 12 months following the effective date of the listing of Veoneer’s common stock on the applicable U.S. stock exchange and Mr. Jönsson’s employment is terminated by Veoneer without cause during that same 12-month period, then he will receive an additional severance payment equal to one-half of his then-current annual base salary (in addition to the other notice and severance payments described above).

Non-Competition Provisions of Employment Agreements. Except as provided below, following the executive’s termination of employment, each of the named executive officers are prohibited from competing with Veoneer for a period of 12 months. Such noncompetition covenant does not apply in the event that (i) Veoneer

 

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terminates Mr. Carlson’s employment for any reason other than by reason of his breach of the agreement or for Cause or Messrs. Hermansson’s, Jonsson’s, Lofvenholm’s or Sjöbring’s, employment for any reason other than for Cause, or (ii) Mr. Carlson terminates employment due to Veoneer’s breach of the agreement or Messrs. Hermansson, Jonsson, Lofvenholm or Sjöbring resigns for Good Reason. In consideration for such noncompetition covenant, Veoneer is obligated to make up to 12 monthly payments equal to the difference between the executive’s monthly gross salary as of the date of his employment termination and any lower salary earned by the executive in any new employment, if any. The aggregate monthly payments are limited to a maximum of 60% of the gross salary earned as of the date of his employment termination, and Veoneer will cease making payments once such aggregate amount has been reached. Veoneer is not obligated to make such payments if the executive’s employment terminates due to his retirement.

2018 Stock Incentive Plan

As described earlier in this information statement, in connection with the spin-off, we expect to adopt an equity incentive plan in which our employees, non-employee directors and other service providers may participate. In addition, the equity incentive plan will permit grants of awards in connection with the conversion of the outstanding awards granted under the Autoliv equity compensation programs. The following is a summary of the proposed terms of the Veoneer, Inc. 2018 Stock Incentive Plan, or the 2018 Plan.

Purpose. The 2018 Plan is intended to promote the long term financial interests and growth of the Company by (i) attracting and retaining executive personnel, (ii) motivating executive personnel by means of growth-related incentives, (iii) providing incentive compensation opportunities that are competitive with those of other major corporations, and (iv) furthering the identity of interests of participants with those of our stockholders. In addition, the equity incentive plan will permit grants of awards in connection with the conversion of the outstanding awards granted under the Autoliv equity compensation programs.

Administration. The Veoneer Compensation Committee of the Board will administer the 2018 Plan. The Veoneer Compensation Committee will have the authority to select participants from among those eligible to receive awards; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2018 Plan; and make all other decisions and determinations that may be required under the plan.

Shares Available for Awards. We expect that an aggregate of 3 million shares of our common stock, plus a number of shares of our common stock subject to conversion of the outstanding awards granted under the Autoliv equity compensation programs, will be authorized for issuance under the 2018 Plan, subject to adjustment as described below. Shares issued under the 2018 Plan may be authorized but unissued common stock or authorized and issued common stock held in the Company’s treasury or a combination thereof. Generally, shares subject to awards that terminate or expire unexercised, or are cancelled or forfeited will be available for future awards under the 2018 Plan.

Adjustments. In the event of a recapitalization, reorganization, spin off, stock dividend, stock split, combination or other increase or reduction in the number of issued shares of common stock, our board of directors or the Veoneer Compensation Committee will be required by the 2018 Plan to make such adjustments in the number and kind of shares authorized by the 2018 Plan, the number and kind of shares covered by, or with respect to which payments are measured under, outstanding awards, and the exercise price of each award, as necessary to prevent dilution or enlargement of the rights of participants and as determined to be appropriate and equitable.

Eligibility. The 2018 Plan will permit the grant of awards to employees, non-employee directors and consultants, of the Company and its affiliates, as the Veoneer Compensation Committee may select from time to time, as well as to holders of outstanding awards subject to conversion granted under the Autoliv equity compensation programs.

 

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Available Awards. The 2018 Plan will authorize the grant of awards in any of the following forms:

 

    Options to purchase shares of our common stock, which may be nonstatutory stock options or incentive stock options under the U.S. Internal Revenue Code. The exercise price of an option granted under the 2018 Plan may not be less than the fair market value of our common stock on the date of grant (except in the case of outstanding awards subject to conversion granted under the Autoliv equity compensation programs). No option will be exercisable for more than ten years from the date of grant.

 

    Stock appreciation rights (SARs), which give the holder the right to receive the excess, if any, of the fair market value of one share of common stock on the date of exercise, over the base price of the SAR (which cannot be less than the fair market value of the underlying common stock as of the date of grant). No SARs will be exercisable for more than ten years after the date of grant.

 

    Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Veoneer Compensation Committee. Except for restrictions on transfer and such other restrictions as the Veoneer Compensation Committee may impose, participants will have all the rights of a stockholder with respect to the restricted stock. Unless the Veoneer Compensation Committee determines otherwise, termination of employment during the restricted period will result in the forfeiture by the participant of all shares still subject to restrictions.

 

    Stock units, which represent the right to receive shares of our common stock (or an equivalent value in cash or other property, as specified in the award certificate) in the future. In the case of restricted stock units, the right to receive stock is based upon the attainment of stated vesting or performance criteria. Deferred stock units represent a fully-vested right to receive stock in the future. Unless the Veoneer Compensation Committee determines otherwise, termination of employment during the restricted period will result in the forfeiture by the participant of all stock units still subject to restrictions.

 

    Cash awards and awards valued in whole or in part by reference to, or otherwise based on, our common stock to such persons, in such amounts, and subject to such terms and conditions as the Veoneer Compensation Committee may determine in its discretion.

Performance Goals. The Veoneer Compensation Committee will be authorized to grant any award under the 2018 Plan, including cash-based awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Veoneer Compensation Committee. The Veoneer Compensation Committee may establish performance goals for performance-based awards based on any performance criteria it selects, including but not limited to any of the following criteria, which may be expressed in terms of company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, region, department or function within the company or an affiliate: revenue, sales, profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures), earnings (EBIT, EBITDA, earnings per share or other corporate earnings measures), net income (before or after taxes, operating income or other income measures), cash (cash flow, cash generation or other cash measures), stock price or performance, total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price), economic value added (and other value creation measures), return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales), market share, improvements in capital structure (including but not limited to debt to equity ratios and debt to total assets ratios), expenses (expense management, expense ratio, expense efficiency ratios or other expense measures), business expansion or consolidation (acquisitions and divestitures), internal rate of return or increase in net present value, working capital targets relating to inventory and/or accounts receivable, safety standards, productivity measures, cost reduction measures and/or strategic plan development and implementation.

Change in Control. Except as otherwise provided in an award certificate, in the event of a change in control (as defined in the 2018 Plan), all outstanding options and SARs would become fully vested and/or immediately exercisable, all outstanding service-based restricted stock or stock unit awards would become fully vested and the target payout opportunities attainable under all outstanding stock-settled performance-based

 

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awards would be deemed to have been fully earned based on an assumed achievement of performance goals at “target” levels, and there would be a pro rata payout of such awards within 30 days after the date of the change in control. With respect to cash-settled performance-based awards, the Veoneer Compensation Committee has the sole discretion to determine whether, upon the occurrence of a change in control, such awards will become fully or partially vested, and the Veoneer Compensation Committee may discriminate among participants and among awards granted to participants in exercising such discretion.

Limitations on Transfer; Beneficiaries. Except as may otherwise be determined by the Veoneer Compensation Committee, a participant may not transfer an award other than by will or the laws of descent and distribution. A participant may, in the manner determined by the Veoneer Compensation Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death.

Prohibition on Repricing. Outstanding stock options and SARs cannot be repriced, directly or indirectly, without the prior consent of the Company’s stockholders. The exchange of an “underwater” option (i.e., an option having an exercise price in excess of the current market value of the underlying stock) for another award would be considered an indirect repricing and would, therefore, require the prior consent of the Company’s stockholders.

Termination and Amendment. The Board or the Veoneer Compensation Committee may suspend, revise, terminate or amend the 2018 Plan at any time; provided, however, that no such action may, without the consent of a participant, reduce the participants’ rights under any outstanding award.

Foreign Jurisdictions. The Veoneer Compensation Committee may, in its discretion, make awards with terms and conditions different from those specified in the 2018 Plan to participants who are employed outside of the United States or who are foreign nationals to accommodate for differences in foreign and local law, tax policy, and custom.

Terms and Conditions of Converted Awards. Notwithstanding anything in the 2018 Plan to the contrary, grants of awards in connection with the conversion of the outstanding awards granted under the Autoliv equity compensation programs will reflect substantially the original terms of the awards being so converted, and such awards need not comply with other specific terms of the 2018 Plan.

Certain Federal Income Tax Consequences

The following discussion is a brief summary of the principal United States federal income tax consequences under current federal income tax laws relating to awards under the 2018 Plan. This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign income and other tax consequences.

Non-Qualified Stock Options. An optionee will not recognize any income upon the grant of a non-qualified stock option. The Company will not be entitled to a tax deduction with respect to the grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the excess of the fair market value of the common stock on the exercise date over the option exercise price will be taxable as ordinary income to the optionee and will be subject to applicable withholding taxes. The Company will generally be entitled to a corresponding tax deduction at such time. In the event of a sale of common stock received upon the exercise of a non-qualified stock option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss.

Incentive Stock Options. An optionee will not recognize any income at the time of grant of an incentive stock option, and the Company will not be entitled to a tax deduction with respect to such grant. If the optionee holds the option shares for the required holding period of at least one year after exercise and two years after the date of grant of the incentive stock option, any difference between the amount realized upon disposition and the

 

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exercise price will be treated as long-term capital gain (or loss) to the optionee, and the Company will not be entitled to a federal income tax deduction. If such sale or exchange takes place within two years after the date of grant of the incentive stock option or within one year from the date of transfer of the incentive stock option shares to the optionee, such sale or exchange will generally constitute a “disqualifying disposition” and the optionee will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

Stock Appreciation Rights. A grantee will not recognize any income upon receipt of a stock appreciation right, and the Company will not be allowed a tax deduction, at the time the award is granted. When the grantee exercises the stock appreciation right, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the participant, and the Company generally will be allowed a corresponding federal income tax deduction at that time.

Restricted Stock. A grantee will not recognize any income upon the receipt of restricted stock provided that the award is nontransferable and is subject to a substantial risk of forfeiture, unless the holder elects under Section 83(b) of the Code, within thirty days of such receipt, to recognize ordinary income in an amount equal to the fair market value of the restricted stock at the time of receipt, less any amount paid for the shares. If the election is made, the Company will be allowed a corresponding federal income tax deduction at that time. If the stock is later forfeited, the holder will not be able to recover the tax previously paid pursuant to the election. If the election is not made, the holder will generally recognize ordinary income, on the date that the restrictions to which the restricted stock are subject are removed, in an amount equal to the fair market value of such shares on such date, less any amount paid for the shares. At the time the holder recognizes ordinary income, the Company generally will be entitled to a deduction in the same amount.

Unrestricted Stock. A grantee will recognize ordinary income upon the receipt of unrestricted stock in an amount equal to the fair market value of the stock at the time of receipt, less any amount paid for the shares. At the time the holder recognizes ordinary income, the Company generally will be entitled to a deduction in the same amount.

Restricted or Deferred Stock Units. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time.

Other Types of Awards. A grantee generally will not recognize income, and the Company will not be allowed a tax deduction, at the time certain other awards or rights are granted (for example, when applicable performance goals are established). Upon receipt of cash, stock or other property in settlement of such a right or award, the grantee will recognize ordinary income equal to the aggregate value of the cash, stock or other property received, and the Company generally will be entitled to a tax deduction in the same amount.

Currencies for Executive Compensation

Cash-based compensation is generally set in the local currency of the country of service. Accordingly, compensation for Mr. Carlson, Hermansson, Löfvenholm and Jönsson is set in Swedish kronor (“SEK”) and compensation for Mr. Sjöbring is set in U.S. dollars (“USD”), except for the annual target grant value of the LTI awards for which the compensation is set in USD for all executive officers. All amounts have been converted to USD using the following exchange rate: 1 USD = 8.2322 SEK = 0.8358 EURO.

 

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EXECUTIVE COMPENSATION

Historical Compensation of Executive Officers Prior to the Spin-Off

Messrs. Carlson, Löfvenholm, Jönsson and Sjöbring were employed by Autoliv during 2017; therefore, the information provided below reflects compensation earned by them at Autoliv and the design and objectives of the Autoliv compensation programs in place prior to the spin-off. Executive compensation decisions following the spin-off will be made by the Veoneer Compensation Committee. All references in the following tables to stock options, restricted stock units, and performance shares relate to awards granted by Autoliv pursuant to the Autoliv, Inc. 1997 Stock Incentive Plan (as amended and restated) (the “Autoliv 1997 Plan”) in respect of shares of Autoliv common stock.

The amounts and forms of compensation reported below are not necessarily indicative of the compensation that Veoneer executive officers will receive following the spin-off, which could be higher or lower, because historical compensation was determined by Autoliv’s Leadership Development and Compensation Committee based on Autoliv’s performance and because future compensation levels at Veoneer will be determined based on the compensation policies, programs, and procedures to be established by our compensation committee for those individuals who will be employed by Veoneer following the spin-off.

Mr. Hermansson was not employed by Autoliv or Veoneer during 2017 and therefore no historical information is provided for him in the tables below.

Summary Compensation Table (1)

The following table summarizes the compensation earned from Autoliv during 2017 by Messrs. Carlson, Löfvenholm, Jönsson & Sjöbring.

 

Name and Principal

Position                     

  Year     Salary
$
    Bonus
$
    Stock
Awards
$ (2)
    Option
Awards
$
    Non-Equity
Incentive Plan
Compensation
$
    Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings $ (3)
    All Other
Compensation
$ (4)
    TOTAL ($)  

Jan Carlson

                 

President and CEO

    2017       1,710,065  (5)      —         991,155       —         1,103,743       18,576       759,731       4,583,270  

Mathias Hermansson

                 

Chief Financial Officer and Executive Vice President, Finance

    2017       —         —         —         —         —         —         —         —    

Johan Löfvenholm

                 

COO

    2017       465,891       —         397,648       —         169,817       —         181,230       1,214,586  

Lars Sjöbring

                 

Executive VP Legal Affairs, General Counsel & Secretary

    2017       681,200       —         371,392       —         238,420       —         288,554       1,579,566  

Thomas Jönsson

                 

Executive VP Communications & Investor Relations

    2017       300,585       —         265,945       —         105,205       —         126,371       798,105  

 

(1) The amounts contained in the table were paid in Swedish Kronor, USD and EUR. All amounts have been converted to U.S. dollars using the following exchange rates: 1 USD = 8.2322 SEK = 0.8358 EUR. Amounts are rounded to the nearest whole number and, as a result of such rounding, the amounts reflected in the “Total” column may differ slightly from the sum of amounts set forth in each individual column.

 

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(2) The numbers reflect the aggregate grant-date fair value of the RSUs and PSs granted in 2017, calculated with the actual share price on the day of grant. The grant date fair value of the PSs was computed by multiplying (i) the target number of PSs awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value per share used for financial reporting purposes. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values of the PSs would have been as follows: (i) Mr. Carlson, $991,155; Mr. Löfvenholm, $397,648; Mr. Sjöbring, $371,392 and Mr. Jönsson, $265,945.
(3) All amounts contained in the column relate to Change in Pension Value as used for accounting purposes according to U.S. GAAP.
(4) The following table reflects the items that are included in the All Other Compensation column for 2017.

 

Name    Perquisites
$ (a)
    

Company Contributions to
Defined Contribution
Plans

$ (b)

     Vacation
Supplement
$ (c)
    

TOTAL

$

 

Jan Carlson

     37,778        706,395        15,558        759,731  

Mathias Hermansson

     —          —          —          —    

Johan Löfvenholm

     9,990        163,062        8,179        181,230  

Lars Sjöbring

     50,134        238,420        —          288,554  

Thomas Jönsson

     14,430        105,205        6,736        126,371  

 

a. For Mr. Carlson, reflects the value of a company car ($34,800) and company-paid healthcare benefits. For Mr. Löfvenholm, reflects the value of a company car (which, per the terms of the lease agreement, was provided at no cost to the Company during 2017) and fuel costs, and company-paid healthcare benefits. For Mr. Sjöbring, reflects the value of a company car ($28,333) and company-paid healthcare benefits. For Mr. Jönsson, reflects the value of a company car and company-paid healthcare benefits. For all perquisites, the value reported reflects the aggregate incremental cost to Autoliv of providing the benefit. Autoliv determined the cost of the company car based on the value of the lease payment or car allowance paid, as applicable.
b. Reflects for Messrs. Carlson, Löfvenholm and Jönsson contributions to the executive officer’s defined contribution plans. Reflects for Mr. Sjöbring, $10,800 in matching contributions to the U.S. 401(k) plan, $38,147 in matching contributions to the Autoliv North America Non-Qualified Retirement Plan, and $189,473 as contribution to the Supplemental Plan.
c. Reflects for Messrs. Carlson, Löfvenholm and Jönsson the vacation supplement required by Swedish labor law.
(5) Includes payment of $238,408 for Mr. Carlson for unused vacation days.

 

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2017 Grants of Plan-Based Awards Table

The following table summarizes grants of Autoliv plan-based awards to Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson in the year ended December 31, 2017.

 

    Grant
Date
    Estimated Possible Payouts under
non-equity Incentive Plan
    Estimated Possible Payouts under
equity Incentive Plan
    All other
Stock
    Grant date  
      Treshold
($)
    Target
($)
    Maximum
($)
    Treshold
(#)
    Target
(#)
    Maximum
(#)
    award
(#)
    FMV of stock
awards (1)
 

Jan Carlson

    02/19/2017       —         —         —         —         —         —         4,681       495,577  
    02/19/2017       —         —         —         0       4,681       9,362       —         495,577  
      0       1,103,743       2,207,486       —         —         —         —         —    

Mathias Hermansson

      —         —         —         —         —         —         0       0  
      —         —         —         0       0       0       —         0  
      0       0       0       —         —         —         —         —    

Johan Löfvenholm

    02/19/2017       —         —         —         —         —         —         1,878       198,824  
    02/19/2017       —         —         —         0       1,878       3,756       —         198,824  
      0       209,651       419,302       —         —         —         —         —    

Lars Sjöbring

    02/19/2017       —         —         —         —         —         —         1,754       185,696  
    02/19/2017       —         —         —         0       1,754       3,508       —         185,696  
      0       238,420       476,840       —         —         —         —         —    

Thomas Johansson

    02/19/2017       —         —         —         —         —         —         1,256       132,973  
    02/19/2017       —         —         —         0       1,256       2,512       —         132,973  
      0       105,205       210,409       —         —         —         —         —    

 

(1) The numbers reflect the aggregate grant date fair value of the RSUs and PSs calculated in with the actual share price on the day of grant. Each of the executive officers received his RSUs and PSs in February 2017.

Outstanding Equity Awards at 2017 Fiscal Year-End

The following table summarizes the total number of securities underlying outstanding awards granted by Autoliv to each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson for the year ended December 31, 2017.

 

    Option Awards (1)     Stock Awards (1)  
Name  

Grant year

(#)

 

Number of
Securities
Underlying
Unexercised
Options

Exercisable
(#)

   

Number of
Securities
Underlying
Unexercised
Options

Unexercisable

    Option
Exercise Price
($)
    Option
Expiration Date
($)
   

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)

   

Market

Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (5)

   

Equity

Incentive
Plan Awards:
Number of
unearned
Shares, Units
or Other
Rights That
Have Not
Vested

(#)

   

Equity Incentive

Plan Awards:

Market or

Payout Value of
Unearned Shares,
Units or

Other Rights
That Have

Not Vested

($) (4)

 

Jan Carlson

  2017             4,753 (2)      604,011       4,753 (2)      604,011  
  2016             3,154       400,810       4,732       601,343  
  2015     12,732         113.36       02/16/25       4,244       539,328      
  2014     13,830         94.87       02/19/24          

Mathias Hermansson

  2017     —         —         —         —         —         —         —         —    

Johan Löfvenholm

  2017             1,907 (2)      242,342       1,907 (2)      242,342  
  2016             846       107,510       1,270       161,392  
  2015     3,418         113.36       02/16/25       1,139       144,744      

Lars Sjöbring

  2017             1,781 (2)      226,330       1,781 (2)      226,330  
  2016             1,182       150,209       1,773       225,313  
  2015             12,230 (3)      1,554,189      

Thomas Jönsson

  2017             1,275 (2)      162,027       1,275 (2)      162,027  
  2016             846       107,510       1,270       161,392  
  2015     3,418         113.36       02/16/25       1,139       144,744      

 

(1)

Except as otherwise noted, the above plan awards were granted on February 19, 2014, February 16, 2015, February 15, 2016 and February 19, 2017. All options granted are for 10-year terms with an exercise price equal to the fair market value (as defined in the Autoliv 1997 Plan) per share on the date of grant and become exercisable after one year of continued employment following the grant

 

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  date. Except as otherwise noted, all RSUs and PSs granted generally cliff vest after three years. The RSUs granted in 2016 will vest annually over a period of three years following the grant date. For purposes of this table, the value of the PSs assumes that the performance goals will be achieved at the target level.
(2) Reflects the number of RSUs and PSs that were granted on February 19, 2017 and the additional RSUs and PSs accrued through dividend equivalent rights as of December 31, 2017.
(3) Mr. Sjöbring’s RSUs were granted on November 16, 2015 and cliff vest after five years.
(4) The closing price on the NYSE for Autoliv common stock on December 29, 2017, the last trading day of the year, was $127.08

Option Exercises and Stock Vested During 2017

The following table summarizes for each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson the option awards that were exercised and RSUs that vested during the year ended December 31, 2017.

 

     Option Awards      Stock Awards  

Name

   Number of Shares
Acquired on Exercise
(#)
     Value Realized
on Exercise
($)(1)
     Number of Shares
Acquired on Vesting
(#)
     Value
Realized on
Vesting ($)(2)
 

Jan Carlson

     —          —          6,188        657,869  

Mathias Hermansson

     —          —          —          —    

Johan Löfvenholm

     3,965        131,362        1,746        185,587  

Lars Sjöbring

     —          —          591        63,598  

Thomas Jönsson

     —          —          1,746        185,587  

 

(1) The value realized upon the exercise of stock options was calculated as the number of options exercised multiplied by the difference between the price of a share of Autoliv common stock on the date of exercise and the exercise price of the stock option.
(2) The value realized on vesting of RSUs shown in the table above was calculated as the product of the closing price of a share of Autoliv common stock on the vesting date multiplied by the number of RSUs vested.

Pension Benefits

The following table summarizes the present value of the benefit (and other information) under the defined benefit plan of Autoliv for the executive officers in the year ended December 31, 2017. Messrs. Hermansson, Löfvenholm, Sjöbring and Jönsson do not participate in a defined benefit plan. Since 2007, when he became the CEO, Mr. Carlson has not participated in a defined benefit plan.

 

Name

   Plan Name      Number of
Years Credited
Services (#)
     Present Value of
Accumulated
Benefit ($)
    Payments during
Last Fiscal Year ($)
 

Jan Carlson (1)

     Defined Benefit        2        309,013  (2)      0  

Mathias Hermansson

     —          —          —         —    

Johan Löfvenholm

     —          —          —         —    

Lars Sjöbring

     —          —          —         —    

Thomas Jönsson

     —          —          —         —    

 

(1) Before becoming CEO of Autoliv, Mr. Carlson participated in a defined benefit plan, which is now frozen. The future defined benefit entitlement is based on Mr. Carlson’s base salary at the time the defined benefit plan was frozen and the number of years he was participating in the defined benefit plan. The benefit entitlement is indexed each year based on the Swedish consumer price index.
(2) Represents the present value of Mr. Carlson’s expected pension benefits in the Sweden Executives plan at retirement according to US GAAP. The discount rate used to calculate the present value as of December 31, 2017 was 2.70% and inflation assumption / pension indexation was 2.00%. The calculations are based on the latest mortality table available from Svensk Försäkring DUS14 (white collar).

 

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Nonqualified Deferred Compensation

The following table sets forth certain information with respect to the Autoliv North America Non-Qualified Retirement Plan (which we refer to as the Non-Qualified Retirement Plan). Mr. Sjöbring is the only executive officer that participates in the Non-Qualified Retirement Plan.

 

Name

   Executive
Contributions
in Last Fiscal
Year ($)(1)
     Registrant
Contributions in
Last Fiscal Year
($)(2)
     Aggregate
Earnings in
Last Fiscal
Year ($)(3)
     Aggregate
Withdrawals/
Distributions
($)
     Aggregate
Balance at
Last Fiscal
Year-End
($)(4)
 

Jan Carlson

     —          —          —          —          —    

Mathias Hermansson

     —          —          —          —          —    

Johan Löfvenholm

     —          —          —          —          —    

Lars Sjöbring

     47,684        227,620        98,613        0        686,408  

Thomas Jönsson

     —          —          —          —          —    

 

(1) Mr. Sjöbring’s contribution to the Non-Qualified Retirement Plan is included in the amount reported as “Salary” in the Summary Compensation table for fiscal year 2017.
(2) Autoliv’s matching contributions to the Non-Qualified Retirement Plan are included in the “All Other Compensation” in the Summary Compensation table for Mr. Sjöbring for fiscal year 2017.
(3) Aggregate earnings are not includable in the Summary Compensation Table because such earnings are not above-market or preferential interest rates.
(4) Includes amounts previously reported in the Summary Compensation Table, in the previous years when earned if that executive officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and Company matching contributions.

Pursuant to the Non-Qualified Retirement Plan, participants may elect to defer a stated percentage of their base salary for each plan year, as determined by the administrative committee of the plan; provided, however, the amount deferred may not exceed 25% of a participant’s base salary. Earnings (and losses) are credited to participants’ accounts based on participant choices between various investment options and the rate of return determined by the administrative committee of the plan.

Participants are eligible to receive matching contributions equal to 80% of their deferred amounts. For plan years beginning on or after January 1, 2009, deferred amounts in excess of 7% of the participant’s compensation are not eligible for matching contributions. Contributions for Mr. Sjöbring will be increased so that the total value of retirement-related contributions made by Autoliv (including contributions to the 401(k) plan) will be equivalent to 35% of his base salary. Participants are always 100% vested in their deferred amounts and earnings thereon; provided, however, matching contributions and earnings thereon in a participant’s account are subject to forfeiture if the participant is determined by the Board to have stolen Company assets, violated Autoliv’s Standards of Business Conduct and Ethics or disclosed confidential business or technical information of Autoliv to unauthorized third parties.

Participants may elect to receive distributions from their accounts on the first day of the seventh month following the occurrence of any one of the following distribution events as designated by the participant: (i) separation from service, (ii) death, (iii) attainment of normal retirement age (65), or (iv) attainment of early retirement age (age 55 and at least five years of service with Autoliv). Amounts will be distributed in one of the following forms, as selected by the participant: (i) a single lump sum, (ii) 60 approximately equal monthly installments or (iii) 120 approximately equal monthly installments.

Potential Payments Upon Termination or Change in Control

During 2017, Autoliv was party to certain agreements and maintained plans that would require Autoliv to make payments and/or provide benefits to our named executive officers (other than Mr. Hermansson) in the

 

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event of termination of employment or a change in control. The paragraphs below summarize the material terms of such agreements with our named executive officers (other than Mr. Hermansson, who was not employed by Autoliv or Veoneer in 2017). Each of Messrs. Carlson, Hermansson, Löfvenholm, Sjöbring and Jönsson entered into a new employment agreement and, with the exception of Messrs. Hermansson and Jönsson, change-in-control severance agreements, with Veoneer to be effective as of the spin-off, each of which is described above in the CD&A under “Our Anticipated Compensation Programs”. The new arrangements will replace the executive offices’ agreements with Autoliv described below.

Employment Agreements. During 2017, Autoliv was party to an employment agreement with each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson. The employment agreements obligate Autoliv to provide 6 months’ notice of termination of employment for each of the named executive officers other than Mr. Carlson, who is entitled to 18 months’ notice of termination (unless either Messrs. Löfvenholm, Sjöbring and Jönsson, is terminated for “cause,” in which case termination would be effective immediately), as well as certain severance payments. Each of the executive officers must provide Autoliv with 6 months’ notice of resignation, with the exception of Mr. Carlson, who must provide Autoliv with 12 months’ notice of resignation. The employment agreements automatically terminate on the last day of the month before Messrs. Löfvenholm’s, Sjöbring’s and Jönsson’s 65th birthday, and before Mr. Carlson’s 65th birthday (or, unless otherwise agreed by Autoliv and the executive, on the last day of the month before his 60th birthday).

Except as provided below, following the executive’s termination of employment, each of the executive officers are prohibited from competing with Autoliv for a period of 12 months. Such noncompetition covenant does not apply in the event that (i) Autoliv terminates Mr. Carlson’s employment for any reason other than by reason of the executive’s breach of the agreement or Messrs. Löfvenholm’s, Sjöbring’s and Jönsson’s, employment for any reason other than for Cause, or (ii) Mr. Carlson terminates employment due to Autoliv’s breach of the agreement or Messrs. Löfvenholm, Sjöbring and Jönsson resigns for Good Reason. In consideration for such noncompetition covenant, Autoliv is obligated to make up to 12 monthly payments equal to the difference between the executive’s monthly gross salary as of the date of his employment termination and any lower salary earned by the executive in any new employment, if any. The aggregate monthly payments are limited to a maximum of 60% of the gross salary earned as of the date of his employment termination, and Autoliv will cease making payments once such aggregate amount has been reached. Autoliv is not obligated to make such payments if the executive’s employment terminates due to his retirement.

In addition to receiving full base salary and benefits during the requisite notice period, if Mr. Carlson is terminated involuntarily by Autoliv other than for breach of the agreement or if Autoliv terminates Messrs. Löfvenholm’s, Sjöbring’s and Jönsson’s employment involuntarily other than for Cause or if Messrs. Löfvenholm, Sjöbring and Jönsson resigns for Good Reason, then the executive would be entitled to a lump sum severance payment equal to, in the case of Messrs. Löfvenholm, Sjöbring and Jönsson one and one-half times his then-current base salary, or, in the case of Mr. Carlson, the sum of (i) the executive’s then-current annual salary, (ii) the average of the annual bonuses received by the executive for the two most recent fiscal years, or, if higher, the annual bonus for the fiscal year immediately prior to the year of termination, (iii) the annual taxable value of the benefit of a company car, and (iv) the value of any defined contribution plan benefits to which the executive would have been entitled to if he remained in service for one year following termination.

Severance Agreements. During 2017, each of Messrs. Carlson and Löfvenholm were party to a change-in-control severance agreement (“CiC Severance Agreement”) with Autoliv. Pursuant to the terms of each of the CiC Severance Agreements, in the event that during the two-year period following a change of control, (i) the executive terminates his employment for Good Reason, (ii) Autoliv terminates the executive’s employment for any reason other than death or for Cause, or (iii) the executive’s employment is terminated due to disability, the executive would be entitled to receive an immediate lump sum payment (the “CiC Severance Payment”) in an amount equal to 2.5 times the sum of (a) such executive’s then-current annual salary (or if higher, the salary in effect immediately prior to the first event or circumstances which constitutes Good Reason), (b) the average of the annual bonuses received by the executive for the two most recent fiscal years, or the annual

 

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bonus for the fiscal year immediately prior to the fiscal year during which occurs the first event or circumstance constituting Good Reason, whichever is highest, (c) the taxable value of the benefit of a company car, and (d) the value of any defined contribution plan benefits to which the executive would have been entitled to if he remained in service for one year following termination. Mr. Carlson would also be entitled to the CiC Severance Payment in the event that he chooses to terminate his employment for any reason during the 30-day period commencing one year after the change of control. The CiC Severance Payment is in lieu of the salary and benefits payable during the requisite notice period and the severance benefits that would otherwise be payable under the executive’s employment agreement.

For purposes of the discussion above, the following terms have the following meanings:

“Cause” generally means (i) the willful and continued failure by the executive to substantially perform his duties, or (ii) the willful engaging by the executive in conduct which is demonstrably and materially injurious to Autoliv or its subsidiaries, monetarily or otherwise.

“Change in Control” generally means (i) the acquisition of 25% (or 20% in the case of Mr. Löfvenholm) or more of Autoliv’s voting securities; or (ii) the members of the Board cease to constitute a majority of the Board; or (iii) consummation of merger or consolidation unless (1) the current stockholders continue to own at least 60% of the surviving entity’s voting securities, or (2) such transaction was effected to implement a recapitalization of Autoliv in which no person acquires 25% (or 20% in the case of Mr. Löfvenholm) or more of Autoliv’s voting securities; or (iv) stockholder approval of a liquidation or dissolution or consummation of an agreement for the sale or disposition of all or substantially all of Autoliv’s assets (unless the current stockholders continue to own at least 60% of Autoliv’s voting securities after such transaction).

“Good Reason” generally means the occurrence of any one of the following events without the executive’s express written consent: (i) the assignment to the executive of any duties inconsistent with his status as an executive officer or a substantial adverse alteration in the nature or status of his responsibilities; (ii) any reduction in the executive’s annual base salary; (iii) relocation of the executive’s principal place of employment to a location more than 30 miles, or 45 kilometers, as applicable, from his then-current principal place of employment; (iv) Autoliv’s failure to pay any portion of the executive’s compensation; (v) the discontinuance of any compensation plan in which the executive participated which is material to his total compensation; (vi) in the case of Mr. Carlson, any direct or indirect reduction of any material fringe benefit in place at the time of the change in control, or Autoliv’s failure to provide the number of paid vacation days to which executive is entitled; (vii) any purported termination of the executive’s employment which is not effected pursuant to the notice requirements under the Severance Agreement; or (viii) the failure by any successor to Autoliv to expressly assume the employment agreement.

Equity Awards. Pursuant to the Autoliv 1997 Plan, upon the occurrence of a change in control, any outstanding options and RSUs held by the executive would fully vest and the performance shares will vest at the target level. Pursuant to the agreements evidencing awards granted under the Autoliv 1997 Plan, upon the executive’s death or retirement, any outstanding RSUs held by the executive would become fully vested and the performance shares will remain outstanding and may be earned, in whole, in part, or not at all, following the conclusion of the performance period to the extent that the performance objectives are attained. Upon an executive’s involuntary termination of employment, absent a change in control, any outstanding options, RSUs and performance shares that would vest during the applicable notice period, if any, would become fully vested.

Estimated Payments to Named Executive Officers upon Termination of Employment under Various Circumstances or a Change in Control. The following tables set forth the estimated value of the payments and benefits described above to each of Messrs. Carlson, Löfvenholm, Sjöbring and Jönsson upon termination of employment with Autoliv under various circumstances or a change in control of Autoliv. The amounts shown assume that the triggering events occurred on December 31, 2017. For the purpose of the calculations, the 2017

 

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defined contribution payments for each named executive officer have been used. The amounts contained in the table would be paid in Swedish Kronor or USD. All amounts have been converted to USD using the following exchange rates: 1 USD = 8.2322 SEK = 0.8358 EUR.

Jan Carlson

 

Estimated Potential Payment or

Benefit                                         

  Resignation
($)
    Termination
without
Cause ($)
    Termination
for Cause
($)
    Change in
Control
($)
    Change in
Control and
Qualifying
Termination
($)(9)
    Death or
Retirement
($)
 

Lump sum cash severance payment

    —         3,833,916  (7)      —         —         9,854,790 (7)      —    

Continuing salary/annual incentive payments during requisite notice period

    1,471,657       3,311,229       3,311,229       —         —         —    

Salary differential payments in consideration for noncompetition with Autoliv(1)

    882,994       —         882,994       —         —         —    

Continuing health, welfare and retirement benefits(2)

    709,247       1,063,871       1,063,871       —         —         —    

Accelerated or continued vesting of equity(3)

    200,405 (4)      1,541,481 (5)      —         2,749,503 (6)      2,749,503       2,749,503 (8) 

Company car (10)

    34,800       52,200       52,200       —         —         —    

Total

    3,299,104       9,802,696       5,310,294       2,749,503       12,334,293       2,749,503  

Johan Löfvenholm

 

Estimated Potential Payment or

Benefit                                         

  Resignation
without
Good
Reason ($)
    Termination
without
Cause or
Resignation
for Good
Reason ($)
    Termination
for Cause
($)
    Change in
Control
($)
    Change in
Control and
Qualifying
Termination
($)(9)
    Death or
Retirement
($)
 

Lump sum cash severance payment

    —         698,837       —         —         2,136,547 (7)      —    

Continuing salary/annual incentive payments during requisite notice period

    232,946       232,946       —         —         —         —    

Salary differential payments in consideration for noncompetition with Autoliv(1)

    279,535       —         279,535       —         —         —    

Continuing health, welfare and retirement benefits(2)

    82,291       82,291       —         —         —         —    

Accelerated or continued vesting of equity(3)

    53,755 (4)      198,499 (5)      —         898,329 (6)      898,329       898,329  (8) 

Company car (10)

    4,230       4,230       —         —         —         —    

Total

    652,755       1,216,801       279,535       898,329       3,034,876       898,329  

 

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Lars Sjöbring

 

 

Estimated Potential Payment or

Benefit

  Resignation
without
Good
Reason ($)
    Termination
without
Cause or
Resignation
for Good
Reason ($)
    Termination
for Cause
($)
    Change
in Control
($)
    Change in
Control and
Qualifying
Termination
($)(9)
    Death or
Retirement
($)
 

Lump sum cash severance payment

    —         2,021,800 (11)      —         —         2,021,800 (11)      1,000,000 (11) 

Continuing salary/annual incentive payments during requisite notice period

    340,600       340,600       —         —         340,600       —    

Salary differential payments in consideration for noncompetition with Autoliv(1)

    408,720       —         408,720       —         —         —    

Continuing health, welfare and retirement benefits(2)

    130,110       130,110       —         —         130,110       —    

Accelerated or continued vesting of equity(3)

    75,104 (4)      1,629,293 (5)      —         2,382,369 (6)      2,382,369       2,382,369 (8) 

Company car (10)

    14,167       14,167       —         —         14,167       —    

Total

    968,701       4,135,970       408,720       2,382,369       4,889,046       3,382,369  

 

Thomas Jönsson

 

 

Estimated Potential Payment or

Benefit

  Resignation
without
Good
Reason ($)
    Termination
without
Cause or
Resignation
for Good
Reason ($)
    Termination
for Cause
($)
    Change
in Control
($)
    Change in
Control and
Qualifying
Termination
($)(9)
    Death or
Retirement
($)
 

Lump sum cash severance payment

    —         450,877       —         —         450,877       —    

Continuing salary/annual incentive payments during requisite notice period

    150,292       150,292       —         —         150,292       —    

Salary differential payments in consideration for noncompetition with Autoliv(1)

    180,351       —         180,351       —         —         —    

Continuing health, welfare and retirement benefits(2)

    53,362       53,362       —         —         53,362       —    

Accelerated or continued vesting of equity(3)

    53,755 (4)      198,499 (5)      —       737,700 (6)      737,700       737,700 (8) 

Company car (10)

    6,450       6,450       —         —         6,450       —    

Total

    444,210       859,480       180,351       737,700       1,398,680       737,700  

The following footnotes apply to each of the tables above:

 

(1) Reflects a monthly payment of 60% of the monthly gross salary earned as of the date of the executive’s employment termination, multiplied by 12, which is the maximum amount available to the executive pursuant to the terms of his employment agreement.
(2) Reflects the value of the benefits disclosed in footnote (5) to the Summary Compensation table (with the exception of amounts paid as vacation supplements or settlements) that the executive would be entitled to during the requisite notice period. The estimated values are determined based on Autoliv’s cost of providing such benefits during 2017.
(3) Reflects the value of RSUs and performance shares that vest (in whole or in part) upon the designated event, based on the closing price for Autoliv common stock on December 29, 2017 ($127.08), the last trading day of the year. None of the named executive officers held unvested options as of December 31, 2017.
(4)

As discussed above, upon termination, the executive would be entitled to receive his compensation and benefits during the 12-month or 6-month notice period, as applicable, including any equity awards that would vest during such period. However, per the terms of the RSU agreements, the RSUs will not continue to vest if the executive has given notice of

 

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  termination, except for the RSUs granted in 2016. The performance shares would be forfeited because the date that such shares are earned, if at all, does not fall within the notice period following December 31, 2017. Accordingly, the value of the equity awards upon a voluntary termination reflects only the value of the second tranche of RSUs granted in February 2016 that would otherwise vest in February 2018, which vesting date falls within the requisite notice period.
(5) As discussed above, upon an involuntary termination, the executive would be entitled to receive his compensation and benefits during the 18-month or 6-month notice period, as applicable, including any equity awards that would vest during such period. The value of the equity awards upon an involuntary termination reflects the value of the RSUs that would vest during the notice period following December 31, 2017 and for Mr. Carlson the target value of performance shares granted in 2016. For Messrs. Löfvenholm, Sjöbring and Jönsson the performance shares would be forfeited because the date that such shares are earned, if at all, does not fall within the notice period following December 31, 2017.
(6) Upon a change in control, all RSUs vest in full and the performance shares will vest at the target level. The value of the equity awards upon a change in control reflects the value of all RSUs and performance shares including RSUs and performance shares acquired through dividend equivalent rights rounded down to the nearest whole share on December 31, 2017.
(7) For purposes of calculating the lump sum payment, the annual bonus received by the executive for the year immediately prior to the year of termination was used (2016), which is greater than the average of the annual bonuses received by the executive for the two most recent fiscal years (2015 and 2016) preceding the year of termination of employment.
(8) As discussed above, the executive’s unvested RSUs will become fully vested upon his termination of employment by reason of death or retirement. The performance shares will remain outstanding and may be earned, in whole, in part, or not at all, following the conclusion of the performance period to the extent that the performance objectives are attained. For purposes of this table, the value of the performance shares assumes that the performance goals were achieved at the target level.
(9) Qualifying termination after a change in control includes resignation for good reason, termination without cause or termination due to disability.
(10) Reflects the value of the company car, fuel and parking during the requisite notice period. The estimated values are determined based on Autoliv’s cost (or estimated cost as of December 31, 2017) of providing such benefits during 2017.
(11) Includes payment of Mr. Sjöbring’s $1.0 million retention bonus, which would become payable in full upon the designated events, except in the event of retirement.

Non-Employee Director Compensation

Directors who are employees of Veoneer or any of its subsidiaries will not receive separate compensation for service on the Board or its committees. Non-employee directors will receive an annual board retainer, which is higher for a non-executive Chairman of the Board, and committee chairs and the Lead Independent Director will receive compensation in addition to the retainer for their commitments.

Effective for Board service following the separation, the Veoneer Director Compensation Policy provides (i) for payments in advance on a quarterly basis, for a service year that runs from annual meeting to annual meeting, and (ii) that one-half of the annual retainer will be paid in the form of restricted stock units (RSUs), which RSUs will be granted on the date of the annual meeting and will vest on the earlier of (a) date of the next annual meeting, or (b) the one-year anniversary of the grant date. In addition, the Veoneer non-employee director stock ownership policy requires each non-employee director to acquire and hold shares of Veoneer common stock in an amount equivalent to five times the cash component of the annual Board retainer, with five years for the existing directors to reach the new ownership requirements.

 

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Compensation levels for service following the separation are as described below:

 

Annual Base Retainer

  

All Non-Employee Directors other than Chairman

   $ 240,000  

Non-executive Chairman

   $ 390,000  

Lead Independent Director Annual Supplemental Retainer

   $ 40,000  

Committee Chair Annual Supplemental Retainers

  

Audit Committee

   $ 30,000  

Compensation Committee

   $ 20,000  

Nominating and Corporate Governance Committee

   $ 20,000  

 

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CERTAIN RELATIONSHIPS AND RELATED PERSONS

TRANSACTIONS

Master Transfer Agreement

In connection with the internal reorganization, we entered into a Master Transfer Agreement with Autoliv pursuant to which we acquired as part of a series of transactions, the subsidiaries, businesses and other assets of Autoliv that constitute our business. In particular, the Master Transfer Agreement provided for, subject to the terms and conditions contained therein:

 

    The retention by or transfer to us or our subsidiaries of all of the assets (whether accrued, contingent or otherwise) related to the businesses and operations of the Electronics business (the “Veoneer Assets”);

 

    The retention by or transfer to us or our subsidiaries of all of the liabilities (whether accrued, contingent or otherwise) arising out of or resulting from the current or former businesses and operations of the Electronics business; provided, however, certain product, warranty and recall liabilities for Electronics products manufactured prior to the completion of the internal reorganization have been retained by Autoliv (the “Veoneer Liabilities”);

 

    The retention by or transfer to Autoliv of all assets (whether accrued, contingent or otherwise) other than the Veoneer Assets; and

 

    The retention by or transfer to Autoliv of all liabilities (whether accrued, contingent or otherwise) other than the Veoneer Liabilities.

Representations and Warranties. In general, neither we nor Autoliv made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that were required in connection with such transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents, or any other matters. Except as expressly set forth in the Master Transfer Agreement or in any ancillary agreement, all assets were transferred on an “as is,” “where is” basis.

Further Assurances. To the extent that any transfers of assets or assumptions of liabilities contemplated by the Master Transfer Agreement have not yet been consummated, the parties agreed to cooperate to effect such transfers or assumptions as promptly as practicable. In addition, each party agreed to cooperate with each other and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Master Transfer Agreement.

Indemnification. The Master Transfer Agreement provides for cross-indemnities that are principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Autoliv’s business with Autoliv, provided, however, that Autoliv has financial responsibility and will indemnify Veoneer for certain product, warranty and recall liabilities for Electronics products manufactured prior to the completion of the internal reorganization. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless each other party, its affiliates and subsidiaries and each of its officers, directors, employees and agents for any losses arising out of or otherwise in connection with:

 

    the liabilities or alleged liabilities each such party assumed or retained pursuant to the Master Transfer Agreement; and

 

    any breach by such party of the Master Transfer Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims will be made thereunder.

 

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Dispute Resolution. In the event of any dispute arising out of the Master Transfer Agreement, we and Autoliv agree to attempt in good faith to negotiate to resolve any disputes.

Transition Services Agreement

The parties pay for any such transition services utilized at agreed amounts as set forth in the Transition Services Agreement, which are intended to allow the provider to fully recover the costs associated with providing the services plus a percentage of such costs, which is generally five percent. After June 30, 2018, in advance of each quarter, the parties will update the amounts to be paid for transition services based on an estimate of charges for the quarter. Current estimates for aggregate payments by Veoneer entities to Autoliv entities for services provided under the Transition Services Agreement beginning when the agreement became effective at the completion of the internal reorganization are approximately $9.8 million in 2018, $7.0 million in 2019 and $1.1 million in 2020, and current estimates for aggregate payments by Autoliv entities to Veoneer entities for services provided under the Transition Services Agreement are approximately $1.1 million in 2018 and $0.01 million in 2019, with no services expected to continue into 2020. These estimates are subject to adjustment based on services actually provided by the parties and any quarterly updates to the fees. The services will terminate no later than April 1, 2020. Either party generally may terminate the provision of services prior to the scheduled expiration date subject to a specified minimum notice period. Either party may terminate the provision of a service if the other party has failed to perform any of its material obligations with respect to the service and has not cured the failure within a specified amount of time. The cumulative liability of each party under the Transition Services Agreement is generally limited to the aggregate charges that a party receives in connection with the provision of the services under the agreement, with certain exceptions for third-party claims, breaches of confidentiality requirements and gross negligence or willful misconduct. Neither party will be liable to the other party for any special, indirect, incidental, punitive or consequential damages.

Agreements with Autoliv Related to the Spin-Off

Following the spin-off, Veoneer and Autoliv will operate as independent public companies, and neither will have any ownership interest in the other. To govern certain ongoing relationships between us and Autoliv after the spin-off and to provide mechanisms for an orderly transition, we intend to enter into agreements with Autoliv pursuant to which certain services and rights will be provided for following the spin-off. Additional or modified agreements, arrangements and transactions, which would be negotiated at arm’s length, may be entered into between us and Autoliv after the spin-off. The following is a summary of the terms of the material agreements we expect to enter into with Autoliv in connection with the spin-off. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are incorporated by reference into this information statement.

Distribution Agreement

We intend to enter into a Distribution Agreement with Autoliv that will set forth the principal actions to be taken by us and by Autoliv in connection with our spin-off from Autoliv. It also will set forth other terms to govern certain aspects of our relationship with Autoliv following the spin-off.

The Distribution. Prior to the distribution, we will issue or transfer shares of our common stock to Autoliv in a share split, dividend or otherwise. Autoliv will cause the distribution agent to distribute to Autoliv stockholders that hold shares of Autoliv common stock or SDRs as of the applicable record date all the issued and outstanding shares of our common stock. Autoliv will have the absolute and sole discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution.

Conditions. The Distribution Agreement will provide that the spin-off is subject to several conditions that must be considered satisfied or waived by Autoliv in its absolute and sole discretion. For further information

 

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regarding these conditions, see “The Spin-Off—Conditions to the Distribution.” Autoliv may, in its absolute and sole discretion, determine the distribution date and the terms of the distribution and may at any time prior to the completion of the spin-off decide to abandon or modify the spin-off.

Release of Claims. We and Autoliv will agree to broad releases pursuant to which we will each release the others and certain related persons specified in the Distribution Agreement from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or alleged to occur or to have failed to occur or any conditions existing or alleged to exist at or prior to the time of the spin-off. These releases will be subject to certain exceptions set forth in the Distribution Agreement and the ancillary agreements.

Indemnification. The Distribution Agreement will provide for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Autoliv’s business with Autoliv. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless each other party, its affiliates and subsidiaries and each of its officers, directors, employees and agents for any losses arising out of or otherwise in connection with:

 

    the liabilities or alleged liabilities each such party assumed or retained pursuant to the Master Transfer Agreement; and

 

    any breach by such party of the Distribution Agreement, the Master Transfer Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims will be made thereunder.

The amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds received by the party being indemnified. The Distribution Agreement also will specify procedures with respect to claims subject to indemnification and related matters. The indemnification obligations set forth in the Distribution Agreement will supersede and replace the indemnification obligations in the Master Transfer Agreement. Indemnification with respect to taxes will be governed solely by the Tax Matters Agreement.

Dispute Resolution. In the event of any dispute arising out of the Distribution Agreement, we and Autoliv agree to attempt in good faith to negotiate to resolve any disputes. If we are unable to resolve the dispute in this manner within a specified period of time, the Distribution Agreement sets forth the procedures for the escalation and resolution of such disputes. The dispute resolution procedures set forth in the Distribution Agreement will also supersede and replace the dispute resolution procedures set forth in the Master Transfer Agreement.

Expenses. Except as expressly set forth in the Distribution Agreement or in any ancillary agreement, all costs and expenses incurred in connection with the spin-off incurred on or prior to the effective time of the spin-off, including costs and expenses relating to legal and tax counsel, financial advisors and accounting advisory work related to the spin-off, will be paid by Autoliv, and all costs and expenses incurred following the spin-off will be paid by the party incurring such cost or expense.

Termination. The Distribution Agreement will provide that it may be terminated by Autoliv at any time in its absolute and sole discretion prior to the date of the spin-off. After the distribution date, the Distribution Agreement may not be terminated except by an agreement in writing signed by both Autoliv and Veoneer.

Other Matters Governed by the Distribution Agreement. Other matters governed by the Distribution Agreement will include access to financial and other information, confidentiality and access to and provision of records.

Employee Matters Agreement

Autoliv and Veoneer intend to enter into an Employee Matters Agreement to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and

 

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other related matters. The Employee Matters Agreement will govern Autoliv’s and Veoneer’s compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company.

The Employee Matters Agreement will provide that, unless otherwise specified, Autoliv will be responsible for liabilities associated with Autoliv allocated employees and liabilities associated with former employees employed by an Autoliv entity prior to the internal reorganization, and Veoneer will be responsible for liabilities associated with Veoneer allocated employees and former employees employed by a Veoneer entity prior to the internal reorganization.

Employee Benefits. The Employee Matters Agreement will also provide that Veoneer allocated employees will be eligible to participate in Veoneer benefit plans as of the completion of the spin-off in accordance with the terms and conditions of the Veoneer plans as in effect from time to time. Generally and subject to certain exceptions, Veoneer will create compensation and benefit plans that mirror the terms of corresponding Autoliv compensation and benefit plans, and Veoneer will credit each Veoneer allocated employee with his or her service with Autoliv prior to the spin-off for all purposes under the Veoneer benefit plans to the same extent such service was recognized by Autoliv for similar purposes and so long as such crediting does not result in a duplication of benefits.

Treatment of Equity Compensation. The Employee Matters Agreement will generally provide for the conversion of the outstanding awards granted under the Autoliv equity compensation programs into adjusted awards relating to both shares of Autoliv and Veoneer common stock. The adjusted awards generally will be subject to the same or equivalent vesting conditions and other terms that applied to the applicable original Autoliv award immediately before the distribution.

The Employee Matters Agreement will provide that fifty percent (50%) of the value of each Autoliv stock option that is held by an Autoliv allocated employee or a Veoneer allocated employee will be converted into an adjusted Autoliv stock option and the remaining fifty percent (50%) will be converted into a Veoneer stock option. The exercise price and the number of shares subject to each such stock option will be adjusted in order to preserve the aggregate intrinsic value of the original Autoliv stock option, as measured immediately before and immediately after the distribution, subject to rounding.

The Employee Matters Agreement will provide that fifty percent (50%) of the value of each Autoliv restricted stock unit award that is held by an Autoliv allocated employee or a Veoneer allocated employee will be maintained as an Autoliv restricted stock unit, and the remaining fifty percent (50%) will be converted into a Veoneer restricted stock unit. The number of shares subject to each such restricted stock unit will be adjusted in order to preserve the aggregate intrinsic value of the original Autoliv restricted stock unit, as measured immediately before and immediately after the distribution, subject to rounding.

The Employee Matters Agreement will provide that performance shares will be converted to restricted stock units, and converted as described above, with the number of performance shares so converting determined based on (i) the actual level of performance against the pre-established performance objectives measured through December 31, 2017, for the period between the beginning of the performance period and December 31, 2017, and (ii) the greater of the actual level of performance against the pre-established performance objectives, measured as of December 31, 2017, or assumed target level performance, for the period between December 31, 2017 and the last day of the applicable performance period.

For purposes of vesting for all awards, continued employment with or service to Autoliv or Veoneer, as applicable, will be treated as continued employment with or service to either Autoliv or both Autoliv and Veoneer, as applicable. The Employee Matters Agreement will also provide that in the event that any of the equity award adjustments described above trigger adverse legal, accounting or tax consequences for Autoliv, Veoneer or an award holder, then the parties may take action to prevent such adverse consequences, including different adjustment mechanisms.

 

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Miscellaneous. The Employee Matters Agreement will also address other employee-related issues and certain special circumstances and special rules for benefit arrangements in various non-U.S. jurisdictions.

Tax Matters Agreement

Autoliv and Veoneer intend to enter into a Tax Matters Agreement that will govern the parties’ respective rights, responsibilities, and obligations with respect to U.S. federal, state, local and foreign taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the spin-off and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters. Although binding between the parties, the Tax Matters Agreement will not be binding on the IRS.

In addition, the Tax Matters Agreement will impose certain restrictions on us and our subsidiaries (including restrictions on share issuances, or repurchases, modifications of the voting rights of shares, merging or consolidating with any other person or dissolving or liquidating in whole or in part, sales of assets, and similar transactions) that will be designed to preserve the tax-free status of the spin-off and certain related transactions. The Tax Matters Agreement will provide special rules that allocate tax liabilities in the event the spin-off, together with certain related transactions, is not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes imposed on Autoliv or Veoneer that arise from the failure of the spin-off, together with certain related transactions, to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and 355 and certain other relevant provisions of the Code, to the extent that the failure to so qualify is attributable to actions of such party following completion of the spin-off. U.S. federal income tax otherwise resulting from the failure of the spin-off, together with certain related transactions, to qualify as a transaction that is tax-free generally will be shared 80% by Autoliv and 20% by Veoneer. Furthermore, regardless of the manner in which tax liabilities for the taxable year of the distribution and for prior taxable years are allocated between Autoliv and Veoneer under the Tax Matters Agreement, Veoneer and the U.S. subsidiaries of Veoneer that were subsidiaries of Autoliv before the distribution will generally be jointly and severally liable for any U.S. federal consolidated income taxes imposed for such taxable year with Autoliv and U.S. corporations that remain subsidiaries of Autoliv after the distribution.

Under the Tax Matters Agreement, Autoliv generally will have the right to control any audits or other tax proceedings with respect to any consolidated federal income tax return (or other group return that includes Autoliv or any of its subsidiaries and Veoneer or any of its subsidiaries) for the taxable year of the distribution and for prior taxable years; however, Veoneer will have participation rights with respect to any such audit or tax proceeding that could result in additional taxes for which Veoneer is liable under the Tax Matters Agreement. Veoneer will have the right to control any audits of its subsidiaries, provided that Autoliv will have participation rights with respect to any such audit or tax proceeding that could result in additional taxes for which Autoliv is liable under the Tax Matters Agreement.

Amended and Restated Transition Services Agreement

Autoliv and Veoneer intend to amend and restate the Transition Services Agreement entered into by the parties in connection with the internal reorganization. Pursuant to the amended and restated Transition Services Agreement Autoliv or one of its subsidiaries will provide various services to us and our subsidiaries and Veoneer and our subsidiaries will provide various services to Autoliv and subsidiaries of Autoliv who are not subsidiaries of Veoneer for a limited time to help ensure an orderly transition following the internal reorganization and spin-off. Neither party will have an obligation to provide additional services in connection with amending and restating the agreement.

Indemnification Agreements

We intend to enter into indemnification agreements with our directors and executive officers that will be effective upon completion of the spin-off. These agreements will require us to indemnify these individuals to the

 

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fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Such agreements will set forth the procedures and conditions for obtaining such indemnification or advancement of expenses.

Procedures for Approval of Related Persons Transactions

Prior to the consummation of the spin-off, our board of directors will adopt a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Although Veoneer will, as a general matter, prefer to avoid related person transactions, it recognizes, that certain related person transactions may not be inconsistent with the best interests of Veoneer and its stockholders. Our related person policy will require that a “related person” (as defined as in Item 404(a) of Regulation S-K) must promptly disclose to our general counsel any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts and circumstances relevant to the proposed related person transaction, including:

 

    the related person’s relationship to Veoneer and interest in the transaction,

 

    the aggregate value of such transaction,

 

    the benefits to Veoneer of the proposed transaction,

 

    the availability of other sources of comparable products or services, and

 

    an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party.

If the general counsel determines, based on the facts and circumstances, that the proposed transaction is a related person transaction, the transaction will be promptly communicated to our board of directors. No related person transaction will be executed without the approval or ratification of our board of directors or a duly authorized committee of our board of directors (expected to be our audit committee). It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this information statement, all of the outstanding shares of our common stock are beneficially owned by Autoliv. After the spin-off, Autoliv will not own any shares of our common stock.

The following table sets forth certain information regarding the anticipated beneficial ownership of our common stock by:

 

    each of our stockholders who we believe (based on the assumptions described below) will beneficially own more than 5% of our outstanding common stock;

 

    each of our directors following the spin-off;

 

    each of the individuals we expect to be our named executive officers; and

 

    all of our directors and executive officers following the spin-off as a group.

To the extent our directors and executive officers own Autoliv common stock as of the applicable record date, they will participate in the distribution on the same terms as other holders of Autoliv common stock.

Except as otherwise noted in the footnotes below, each person or entity identified in the tables below has sole voting and investment power with respect to the securities owned by such person or entity. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated, the address of each named person is c/o Veoneer, Inc., Klarabergsviadukten 70, Section C6, SE-111 64, Stockholm, Sweden.

Immediately following the spin-off, we estimate that approximately 87 million shares of our common stock will be issued and outstanding, based on the number of shares of Autoliv common stock expected to be outstanding as of the common stock record date and based on the distribution ratio. Each share of our common stock entitles the holder to one vote. The actual number of shares of our common stock outstanding following the spin-off will be determined on the common stock record date. The table below includes all common stock represented by SDRs.

 

    

Common Stock

    

Beneficially Owned (1)(2)

Name of Beneficial Owner

   Number of
Shares
   Percent of
Total

5% Stockholders:

     

Cevian Capital II GP Limited(3)

    11-15 Seaton Place

    St. Helier, Jersey JE4 OQH, Channel Islands

   8,376,924    9.62%

Alecta pensionsförsäkring, ömsesidigt(4)

    Regeringsgatan 107, SE-103 73

    Stockholm, Sweden

   8,262,500    9.49%

AMF Pensionsförsäkring AB(5)

    Klara Södra Kyrkogata 18

    SE-113 88, Stockholm, Sweden

   5,529,279    6.35%
Directors and Named Executive Officers:      

Robert W. Alspaugh

   4,978    *

Jan Carlson

   162,573    *

Mary Cummings

  

—  

   *

Mark Durcan

  

—  

   *

Mathias Hermansson

  

—  

   *

Thomas Jönsson

   12,418    *

Johan Löfvenholm

   11,966    *

James M. Ringler

   6,061    *

Kazuhiko Sakamoto

   4,722    *

Lars Sjöbring

   974    *

Jonas Synnergren

  

—  

   *

Wolfgang Ziebart

   3,048    *

All directors, named executive officers and executive officers as a group

    (16 individuals)(6)

   215,985    *

 

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* Less than 1%
(1) Based on 87,106,542 shares of Autoliv’s common stock outstanding as of May 21, 2018 except as noted below. The figures in the table and notes thereto represent beneficial ownership and sole voting and investment power except where indicated.
(2) Includes shares underlying the estimated number of options the following individuals will hold following the distribution and have the right to acquire upon the exercise of such options that are exercisable within 60 days based on the expected conversion of Autoliv stock options into Veoneer stock options: Jan Carlson—66,405, Thomas Jönsson—8,545 and Johan Löfvenholm—8,545.
(3) Based on the 8,376,924 shares of Autoliv common stock beneficially owned by Cevian Capital II GP Limited (“Cevian”), as reported in Amendment No. 3 to its Schedule 13D filed with the SEC on March 13, 2018, indicating beneficial ownership as of May 24, 2018. Cevian reported sole power to vote and dispose of all shares.
(4) Based on the 8,262,500 shares of Autoliv common stock beneficially owned by Alecta pensionsförsäkring, ömsesidigt as reported in Amendment No. 7 to its Schedule 13G filed with the SEC on February 7, 2018, indicating beneficial ownership as of December 31, 2017. Alecta pensionsförsäkring, ömsesidigt reported sole power to vote and dispose of all such shares, represented by Autoliv’s SDRs.
(5) Based on the 5,529,279 shares of Autoliv common stock beneficially owned by AMF Pensionsförssäkring AB, as reported in Amendment No. 5 to its Schedule 13G filed with the SEC on February 7, 2018, indicating beneficial ownership as of December 31, 2017. AMF Pensionsförssäkring AB reported sole power to vote and dispose of 3,300,000 shares and shared power to vote and dispose of 2,229,279 shares, represented by Autoliv’s SDRs.
(6) Includes 87,755 shares underlying the estimated number of options officers will hold following the distribution and have the right to acquire upon the exercise of such options that are exercisable within 60 days based on the expected conversion of Autoliv stock options into Veoneer stock options.

Agreements with Certain Stockholders

Cooperation Agreement with Cevian

On May 24, 2018, the Company and Autoliv entered into a Cooperation Agreement (the “Cooperation Agreement”) with Cevian Capital II GP Limited (“Cevian”), pursuant to which Autoliv agreed to take action for Veoneer to appoint Mr. Synnergren, a partner of Cevian, to Veoneer’s board following the spin-off and Cevian agreed to certain standstill provisions. Veoneer agreed to nominate Mr. Synnergren or a replacement designee of Cevian at future annual meetings of Veoneer to elect directors, subject to the terms and conditions of the Cooperation Agreement.

The appointment of Mr. Synnergren (or a replacement designee of Cevian) to the board of directors and his inclusion on future slates of directors during the Standstill Period (defined below) is conditioned upon Cevian owning at least 8% of the outstanding shares of Autoliv common stock at the time of the spin-off and, thereafter, at least 8% of the outstanding common stock of the Company. Mr. Synnergren has agreed to offer his resignation from the Veoneer board if Cevian no longer owns at least 8% of the then-outstanding shares of common stock of Veoneer.

Under the terms of the Cooperation Agreement, Cevian has agreed to certain standstill restrictions including restrictions on Cevian (i) acquiring more than 19.9% of the Company, (ii) soliciting or granting proxies to vote shares of the Company’s common stock, (iii) initiating stockholder proposals for consideration by the Company’s stockholders, (iv) nominating directors for election to the board of directors, (v) making public announcements or communications regarding a plan or proposal to the board of directors, including its management plans, and (vi) submitting proposals for or offers of certain extraordinary transactions involving the Company, in each case, subject to certain qualifications or exceptions.

The foregoing standstill restrictions will terminate automatically upon the earliest of (i) 30 days following the time Mr. Synnergren (or his replacement, as applicable) no longer serves on the board of directors, (ii) the fifth business day after Cevian delivers written notice to Autoliv and the Company of a material breach of

 

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the Cooperation Agreement by Autoliv or the Company if such breach is not cured within the notice period, (iii) the announcement by Veoneer of a definitive agreement with respect to certain transactions that would result in the acquisition by any person or group of more than 50% of the outstanding shares of the Company’s common stock, or (iv) the commencement of certain tender or exchange offers which if consummated would result in the acquisition by any person or group of more than 50% of the outstanding shares of the Company’s common stock (the “Standstill Period”). The Cooperation Agreement will terminate upon the expiration of the Standstill Period or any other date established by mutual written agreement of the parties.

The Cooperation Agreement contains mutual non-disparagement provisions and requires Cevian to keep confidential any non-public information it receives by reason of Mr. Synnergren’s role as a director and to abstain from trading in securities in violation of applicable law while in possession of confidential or material non-public information.

The Cooperation Agreement is governed by Delaware law. The parties agree that any legal action related to the Cooperation Agreement will be brought in the federal or state courts located in Wilmington, Delaware.

Support Agreements

In connection with the spin-off, Autoliv and the Company entered into support agreements (the “Support Agreements”) with Cevian, Alecta pensionsförsäkring, ömsesidigt, and AMF Pensionsförsäkring AB, all current stockholders of Autoliv that are expected to be major stockholders of the Company following the completion of the distribution (the “Major Stockholders”).

Pursuant to the Support Agreements, during the Lock-Up Period (as defined below), each Major Stockholder agrees to, subject to certain exceptions, not directly or indirectly offer, sell, pledge or otherwise transfer or dispose of more than 19.9% of the number of shares of Veoneer common stock it receives in the spin-off of which it has beneficial ownership. In addition, each Major Stockholder agrees that, without the prior written consent of the Company, it will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of any shares of Veoneer common stock or any security convertible into or exercisable or exchangeable for shares of Veoneer common stock.

The Lock-Up Period will begin on the distribution date and continue until March 31, 2019, unless terminated at an earlier date agreed to by either Autoliv or the Company and one of the Major Stockholders. The Support Agreement will terminate with respect to each Major Stockholder if Autoliv notifies a Major Stockholder that it does not intend to proceed with the spin-off, if the spin-off is not completed by September 30, 2018 or if the registration statement on Form 10 filed with the SEC is withdrawn.

The Support Agreements specify certain exceptions to the prohibition on transferring Veoneer securities. In particular, each Major Stockholder may transfer Veoneer securities (i) as part of a transfer to its parent, subsidiaries, affiliates, limited partners, members, direct and indirect stockholders or other equity owners, parent or subsidiary and controlled investment fund or other similar entity, (ii) pursuant to a pledge of the securities to secure loans with certain specified financial institutions, (iii) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Veoneer common stock involving a change of control that has been approved by the board of directors if such transaction is completed, or (iv) with the prior written consent of the Company.

The Support Agreements are governed by Delaware law. After the distribution date, Autoliv’s right to enforce the Support Agreements will automatically terminate.

We are not currently aware of the existence of any agreements between or among our stockholders with the aim to exercise joint influence over us. Nor are we aware of any agreements or arrangements which may result in a change in control of us.

 

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DESCRIPTION OF CAPITAL STOCK

The following description of certain terms of our common stock as it will be in effect upon completion of the spin-off is a summary and is qualified in its entirety by reference to our amended and restated certificate of incorporation and bylaws, as they will be in effect upon completion of the spin-off, forms of which are filed as exhibits to the registration statement of which this information statement forms a part, and by the General Corporation Law of the State of Delaware (the “DGCL”). See “Where You Can Find More Information.”

Under “Description of Capital Stock,” “we,” “us,” “our” and “our company” refer only to Veoneer, Inc. and not to any of its subsidiaries.

General

Our authorized capital stock consists of 325,000,000 shares of common stock, par value $1.00 per share, and 25,000,000 shares of preferred stock, par value $1.00 per share. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form. The shares are denominated in USD. As of May 21, 2018, 100 shares of our common stock were issued and outstanding and no shares of preferred stock were issued and outstanding. All shares of our common stock that are outstanding are fully paid and non-assessable, and are freely transferable. All shares have been issued in accordance with the DGCL. Immediately following the distribution, based on the number of shares of Autoliv common stock outstanding as of May 21, 2018, we expect that approximately 87 million shares of our common stock will be issued and outstanding and that no shares of preferred stock will be issued and outstanding. The CUSIP (Committee on Uniform Securities Identification Procedures) number for our common stock is 92336X109.

Common Stock

Each share of our common stock entitles the holder to one vote on all matters submitted to a vote of our stockholders, including the election of directors. The holders of our common stock will not have cumulative voting rights in the election of directors. In addition, the holders of shares of our common stock will be entitled to participate in dividends ratably on a per share basis when our board of directors declares dividends on our common stock out of legally available funds. Any time limit after which entitlement to dividend lapses, and the person in whose favor any such lapse operates, will be determined based on the law applicable to the holder of such securities. There are no restrictions on the right to dividends for stockholders domiciled outside the U.S., subject to the withholding tax, if any, levied in the U.S. In the event of our liquidation, dissolution or winding up, voluntarily or involuntarily, holders of our common stock will have the right to a ratable portion of the assets remaining after satisfaction in full of the prior rights of our creditors and of all liabilities. All shares of our common stock that will be outstanding at the time of the completion of the spin-off will be fully paid and non-assessable. No shares of our common stock will have any preemptive, redemption or conversion rights, or the benefits of any sinking fund. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock which we may authorize and issue in the future. The bylaws and certificate of incorporation, which govern the rights of our stockholders, may be amended in accordance with the procedures set forth therein and in accordance with the DGCL. Amendments to certain provisions require a supermajority vote of stockholders, as more fully described below in “Anti-Takeover Effects of Certain Provisions of Delaware Law and our Certificate of Incorporation and Bylaws.” The common stock is not subject to a mandatory offering, redemption rights or sell-out obligation. No public takeover offer has been made for the common stock during the current or preceding financial year.

Preferred Stock

No shares of preferred stock will be issued or outstanding at the time of the completion of the spin-off. Under our certificate of incorporation, our board of directors is authorized to issue, without further stockholder approval, up to 25,000,000 shares of preferred stock, par value $1.00 per share, in one or more series. For each

 

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series of preferred stock, our board of directors may determine whether such preferred stock will have voting powers. Our board of directors may also determine the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of any preferred stock we issue, including conversion rights, redemption rights and liquidation privileges. Our board of directors will determine these terms by resolution adopted before we issue any shares of a series of preferred stock. The preferred stock will, when issued, be fully paid and nonassessable.

Convertible Securities

No warrants, convertibles or other share-related instruments are currently outstanding or will be outstanding at the time of the completion of the distribution.

Anti-Takeover Effects of Certain Provisions of Delaware Law and our Certificate of Incorporation and Bylaws

The Delaware General Corporation Law

We are a Delaware corporation that will be subject to Section 203 of the DGCL. Section 203 provides that, subject to certain exceptions, a publicly held Delaware corporation may not engage in any “business combination” with any “interested stockholder” for a three-year period following the time that such stockholder became an interested stockholder, unless:

 

    the corporation has elected in its certificate of incorporation not to be governed by Section 203 (which we have not done);

 

    prior to that time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 

    upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding specified shares; or

 

    at or subsequent to that time, the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

The three-year prohibition also does not apply to business combinations proposed by an interested stockholder following the announcement or notification of extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors.

The term “business combination” is defined generally to include mergers or consolidations resulting in a financial benefit to the interested stockholder. The term “interested stockholder” is defined to include any person, other than the corporation and any direct or indirect majority-owned subsidiary of the corporation, who, together with affiliates and associates, owns (or owned within three years prior to the determination of interested stockholder status) 15% or more of the outstanding voting stock of the corporation.

Section 203 makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested in acquiring the Company to negotiate in advance with our board of directors, because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

 

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Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for our board of directors to issue preferred stock with supermajority voting, special approval, dividend or other rights or preferences that could impede the success of any attempt to acquire us or to otherwise effect a change in control of us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Classified Board of Directors

Our certificate of incorporation provides that our board of directors will be divided into three classes. Each class shall consist of as close to one-third of the entire board of directors as possible. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the completion of the spin-off, which we expect to hold in 2019; the directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders; which we expect to hold in 2020, and the directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders which we expect to hold in 2021. Each director shall be elected to serve a term of three years, with each director’s term to expire at the annual meeting held three years after the director’s election. At its first annual meeting of stockholders following the spin-off, the Company will ask stockholders to vote on whether to maintain the classified board structure.

If a director nominee in an uncontested election fails to receive the approval of a majority of the votes cast on his or her election by the stockholders, the nominee shall promptly offer his or her resignation to the Board for consideration in accordance with the procedure set forth in our Corporate Governance Guidelines.

Removal of Directors; Vacancies

Our certificate of incorporation provides that 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, voting together as a single class. In addition, our certificate of incorporation and bylaws also provide that any vacancies or newly created seats on our board of directors will be filled only by the affirmative vote of a majority of the remaining directors, although less than a quorum, and not stockholders.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our certificate of incorporation does not provide for cumulative voting.

No Stockholder Action by Written Consent; Calling of Special Meetings of Stockholders

Our certificate of incorporation and bylaws prohibit stockholder action by written consent. They also provide that special meetings of our stockholders may be called only by our board of directors pursuant to a resolution adopted by a majority of our board of directors.

Advance Notice Requirements for Director Nominations and Stockholder Proposals

Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary in order for the matter to be properly brought before a meeting. The stockholder will also have to provide certain information and representations as specified in our bylaws about the stockholder, its affiliates and any proposed business or nominee. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or to make nominations for directors at an annual meeting of stockholders.

 

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Supermajority Provisions

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote is required to amend a corporation’s certificate of incorporation or bylaws, unless the certificate of incorporation requires a greater percentage. Our certificate of incorporation provides that the following provisions may be amended only by a vote of at least 80% of the voting power of all of the outstanding shares of our stock entitled to vote:

 

    The removal of directors;

 

    Filling vacant seats on the board of directors;

 

    The prohibition on stockholder action by written consent;

 

    The exclusive forum;

 

    The ability to call a special meeting of stockholders being vested solely in our board of directors;

 

    The ability of the board of directors to make, alter, amend or repeal our bylaws, and

 

    The amendment provisions requiring that the above provisions be amended only with an 80% supermajority vote.

Authorized but Unissued Capital Stock

The DGCL does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply so long as our common stock is listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or the then-outstanding number of shares of our common stock. Such approval is not required, however, for any public offering for cash; any bona fide private financing, if the financing involves a sale of common stock, for cash, at a price at least as great as each of the book and market value of our common stock; and securities convertible into or exercisable for common stock, for cash, if the conversion or exercise price is at least as great as each of the book and market value of our common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock or preferred stock at prices higher than prevailing market prices.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of the Company. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

 

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Exclusive Forum

Our certificate of incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our stockholders, directors, officers, or other employees to us or to our stockholders, any action asserting a claim arising pursuant to the DGCL, or any action asserting a claim governed by the internal affairs doctrine. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. At our first annual meeting of stockholders, we intend to ask our stockholders to vote on whether to keep this provision in our certificate of incorporation.

Transfer Agent and Registrar

We intend for the transfer agent and registrar for our common stock to be Computershare Trust Company, N.A.

Listing

Following the spin-off, we expect to have our common stock listed on the NYSE under the symbol “VNE” and our SDRs listed on Nasdaq Stockholm under the symbol “VNE SDB.”

Sale of Unregistered Securities

On November 13, 2017, Veoneer issued 100 shares of its common stock to Autoliv ASP, Inc. pursuant to Section 4(2) of the Securities Act for cash consideration of $100.00. Veoneer did not register the issuance of the issued shares under the Securities Act because such issuances did not constitute public offerings.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and our amended and restated certificate of incorporation includes such an exculpation provision. Our amended and restated certificate of incorporation and bylaws includes provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Company. Our amended and restated certificate of incorporation and bylaws also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. Our amended and restated certificate of incorporation expressly authorizes us to carry directors’ and officers’ insurance to protect us, our directors, officers and certain of our employees for some liabilities.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions will not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is sought.

 

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Indemnification Agreements

We intend to enter into an indemnification agreement with each of our directors and executive officers as described in “Certain Relationships and Related Persons Transactions—Indemnification Agreements.” These agreements will provide our directors and officers with contractual rights to indemnification and advancement of expenses and set forth the procedures for determining entitlement to indemnification and advancement of expenses.

 

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SWEDISH DEPOSITORY RECEIPTS

In connection with any offering of shares of Veoneer common stock, at the request of the underwriter or other purchaser, we may deposit all or a portion of such shares with Skandinaviska Enskilda Banken AB (publ) (the “Custodian) pursuant to a Custodian Agreement to be entered into between us and the Custodian. The Custodian will then issue and deliver SDRs representing the shares of Veoneer common stock. Any such Veoneer SDRs will be issued and governed in accordance with Swedish law and the Custodian Agreement and the General Terms and Conditions for Swedish Depository Receipts in Veoneer (the “General Terms and Conditions”).

Our SDRs are expected to be issued by the Custodian on July 3, 2018, the SDR settlement date. Following the spin-off, we expect Veoneer SDRs will be listed on Nasdaq Stockholm. Each Veoneer SDR represents an ownership interest in one share of Veoneer common stock. The Custodian’s business will be conducted in accordance with the Swedish Companies Act (2005:551), the Swedish Banking and Financing Business Act (2004:297) and the Swedish Securities Market Act (2007:528). The Custodian (registration number 502032-9081) is a Swedish public limited liability company registered with the Swedish Companies Registration Office on December 29, 1971. The Custodian’s registered office is located at Kungsträdgårdsgatan 8, SE-106 40 Stockholm, Sweden.

All Veoneer SDRs held by the Custodian will be held on behalf of holders of Veoneer SDRs by a bank designated by the Custodian that conducts business in the U.S. (the “U.S. Sub-Custodian”). Veoneer SDRs will be issued and registered in the form of SDRs in the book-entry system (the “SDR Register) administered by Euroclear Sweden AB (“Euroclear Sweden”). No certificates representing Veoneer SDRs will be issued. Veoneer SDRs will be denominated in Swedish krona (SEK), and will be freely transferable. A Veoneer SDR holder may hold the SDRs either directly in a VPC account or indirectly through the Veoneer SDR holder’s broker or other financial institution as nominee. If Veoneer SDRs are held by a holder directly, then such Veoneer SDR holder, by having an SDR registered in such holder’s own name in a VPC account with Euroclear Sweden, individually has the rights of a Veoneer SDR holder. If a Veoneer SDR holder holds the SDRs in a custody account with such holder’s broker or financial institution nominee, such holder must rely on the procedures of such broker or financial institution to assert the rights of a Veoneer SDR holder described in this section. A Veoneer SDR holder should consult with such holder’s broker or financial institution to find out what those procedures are.

A Veoneer SDR holder will not have equivalent rights as our holders of common stock, whose rights are governed by U.S. federal law and the Delaware General Corporation Law. Because the Custodian will be the stockholder of record for the shares of our common stock represented by all outstanding Veoneer SDRs, stockholder rights will rest with such record holder. A Veoneer SDR holder’s rights will derive from the General Terms and Conditions. The Company shall establish arrangements such that Veoneer SDR holders shall have the opportunity to exercise certain rights with respect to the Company as would be exercisable by such holders if they had owned shares directly and not SDRs.

The obligations of the Custodian and the Company towards Veoneer SDR holders are set out in the General Terms and Conditions. The General Terms and Conditions and the Veoneer SDRs are governed by Swedish law. The following is a summary of the material terms of the General Terms and Conditions. Because it is a summary, it does not contain all of the information that may be important to you. For more complete information, you should read the entire General Terms and Conditions which contains the terms of the Veoneer SDRs, and a form of which will be included as an exhibit to the registration statement of which this information statement forms a part.

Record and Payment Date

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by the Custodian in accordance with the General Terms and Conditions), receive applicable information to attend and vote at a stockholders’ meeting or certain other rights that may be exercised by our stockholders. The Custodian will also, in consultation with us, fix the date for payment of any dividend to Veoneer SDR holders, if any dividends are paid, which we refer to as the payment date.

SDR Register

The shares of our common stock to be deposited with the Custodian will be represented by book-entry registration in the form of SDRs in the system administered by Euroclear Sweden AB, Box 191, SE 101 23 Stockholm (“Euroclear Sweden”), in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) on the VPC accounts designated by Veoneer SDR holders, which we refer to as the SDR Register. No certificates will be issued for Veoneer SDRs. The ISIN code will be SE0011115963 for our SDRs and US92336X1090 for our common stock. The CUSIP for our common stock will be 92336X109. Veoneer SDR holders wishing to trade their underlying shares of common stock on the NYSE will need to cancel their Veoneer SDRs registered in the SDR Register. Veoneer SDR holders should contact their banks or brokers for further information regarding such re-registration into common stock.

Voting Rights

The Custodian will, as soon as possible after receipt of information of any general meeting of our stockholders, cause a Veoneer SDR holder registered in the SDR Register on the record date, to be furnished with information regarding such general meeting of stockholders. The information shall include the following:

 

    the time and location of the general meeting of stockholders and the matters intended to be considered by the meeting;

 

    reference to instructions available through our website as to the actions that must be taken by each Veoneer SDR holder to be able to exercise his, her or its voting rights at the general meeting; and

 

    reference to materials for the general meeting available through our website.

Dividends and Other Distributions

A Veoneer SDR holder will be entitled to participate in dividends ratably on a per SDR basis if and when our board of directors declares dividends on our common stock in the same manner a holder of common stock would be, although a cash dividend will be converted into SEK. The conversion will be made in accordance with the exchange rates applied by the Custodian from time to time and will take place not more than five nor less than three business days prior to the payment date by the Custodian entering into futures contracts with delivery on the payment date. The final conversion rate will be an average of the rates achieved in each such futures contract.

The person registered in the SDR Register on the record date as the Veoneer SDR holder or holder of rights to dividends relating to the Veoneer SDRs shall be considered to be authorized to receive any dividends. Payments of any dividends will be effected in SEK by Euroclear Sweden on the payment date. If the person receiving dividends is not an authorized recipient, then the Company, the Custodian and Euroclear Sweden will be considered to have fulfilled their respective obligations unless, in the case of the Custodian or Euroclear Sweden, either was aware that the payment of dividends was made to an unauthorized person or in certain cases where the recipient person is underage or has a legal guardian and the right to receive dividends was in the authority of the legal guardian. If Veoneer SDR holders can not be reached and the holder’s entitlement to a dividend, if and when paid by the Company, has lapsed, the person in whose favor any such lapse operates will be determined based on the law applicable to the holder of such securities. There are no restrictions on the right to dividends for holders domiciled outside the U.S. or Sweden.

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Euroclear Sweden from time to time. Under the present rules and regulations of Euroclear Sweden, dividends normally are paid to cash accounts linked to the VPC accounts on which the SDRs are registered. The dividend payments, if any, to Veoneer SDR holders will be made without deduction of any costs, charges, or fees from us, the Custodian, the U.S. Sub-Custodian or Euroclear Sweden, except for any withholding tax levied in the U.S. or in Sweden on dividend payments or any other tax to be imposed by tax authorities in the U.S. or Sweden.

If we declare a dividend where we give stockholders an option to elect to receive such dividend in cash or some other form and if, in the opinion of the Custodian, it is not practically possible for Veoneer SDR holders to have any option to choose between dividends in the form of cash or in any other form, the Custodian shall on behalf of Veoneer SDR holders be entitled to decide that any such dividends shall be paid in cash.

Taxation

In connection with any distribution to SDR holders, we, the Custodian, the U.S. Sub-Custodian, and Euroclear Sweden or any of our or their respective agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld by us, the Custodian, the U.S. Sub-Custodian, Euroclear Sweden or any of our or their respective agents. In the event we, the Custodian, the U.S. Sub-Custodian or Euroclear Sweden or any of our or their respective agents determines that any distribution in cash, shares, rights or any other property is subject to any tax or governmental charges which it is obligated to withhold, it may use that cash, or sell all or a portion of such property as is necessary and economically and practicably feasible to pay such taxes or governmental charges, and the Custodian shall distribute the net proceeds of any sale or the balance of any such property or cash after deduction of such taxes or governmental charges to Veoneer SDR holders entitled thereto. Veoneer SDR holders will remain liable for any deficiency.

The Custodian will use its best efforts to provide Veoneer SDR holders with such information as it may possess and Veoneer SDR holders may reasonably request to enable such Veoneer SDR holder or its agent to claim any benefit provided under the taxation treaty between the U.S. and Sweden.

Exercise of Rights and Deposit or Sale of Securities Resulting from Dividends, Splits or Plans of Reorganization

The Custodian, as promptly as possible, will accept delivery of shares of Veoneer common stock as a result of bonus issues and the effect of split-ups or combinations of such shares. Registrations in Veoneer SDR holders’ respective VPC accounts reflecting such bonus issue, split-up or combinations will be effected by Euroclear Sweden as soon as practically possible after the record date without any further information being provided to Veoneer SDR holders by the Custodian. The person registered in the SDR Register on the applicable record date as a Veoneer SDR holder or holder of rights relating to bonus issues will be considered to be authorized to receive any shares of our common stock as a result of bonus issues or participate in any split-ups or combinations of Veoneer SDRs. Should the person receiving bonus shares or participating in split-ups or combinations of Veoneer SDRs not be authorized to receive Veoneer SDRs or to participate in such measures, the same principles shall apply as described above under “Dividends and Other Distributions” regarding the right to receive dividends. If Veoneer SDR holders are entitled to receive fractional shares as a result of stock dividends, bonus issues or any other corporate action by us, such fractional shares will be sold by the Custodian and the proceeds of such sale will be distributed to Veoneer SDR holders. The Custodian will not accept deposit of fractional shares or an uneven number of fractional rights.

The Custodian will provide Veoneer SDR holders with information with regard to new issues or issues of debentures or other rights in which Veoneer SDR holders have a right to subscribe for new shares and debentures, as well as other corporate action directed to stockholders by us in accordance with the provision governing delivery of notice as outlined below. When it is not practically or economically feasible to distribute any such rights, the Custodian will have the right to sell such rights on behalf of Veoneer SDR holders and to distribute the proceeds of such sale to Veoneer SDR holders after deduction of any taxes levied in accordance with the General Terms and Conditions.

 

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Restrictions on Deposit and Withdrawal

The Custodian and the U.S. Sub-Custodian may refuse to accept shares of our common stock for deposit under the General Terms and Conditions whenever notified that we have restricted transfer of such shares to comply with any ownership or transfer restrictions under Swedish, U.S. or any other applicable law.

Company Reports and Other Communications

The Custodian will cause reports and other information received by the Custodian from us for distribution to Veoneer SDR holders, to be delivered in accordance with the General Terms and Conditions to all Veoneer SDR holders or others holders being entitled to such information according to the SDR Register. We will cause our annual report to be available through our website. Additionally, we will, upon request from a Veoneer SDR holder, send our annual report to such Veoneer SDR holder.

The Custodian shall arrange for notices or documentation to be distributed to Veoneer SDR holders in accordance with the General Terms and Conditions to be delivered to Veoneer SDR holders and other holders of rights registered in the SDR Register as entitled to receive notification pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). Such notices or documents will be sent by mail to the address listed in the SDR Register. We and the Custodian may, instead of mailing notices, publish the corresponding information in at least one national Swedish daily newspaper and through our website.

Limitations on Obligation and Liability to SDR Holders

Pursuant to the General Terms and Conditions, we, the Custodian, the U.S. Sub-Custodian and Euroclear Sweden will not be liable for (i) losses due to Swedish or foreign legal decrees or (ii) losses due to Swedish or foreign action by public authorities, acts of war, strikes, blockades, boycotts, lockouts or other similar causes.

The reservations with respect to strikes, blockades, boycotts, and lockouts apply even if we, the Custodian, the U.S. Sub-Custodian or Euroclear Sweden undertake, or are the object of, such actions.

If the Custodian, the U.S. Sub-Custodian, we or Euroclear Sweden are hindered from making payment or taking any other action by the circumstances described above, such action may be deferred until the hindrance has ceased to exist.

We, the Custodian, the U.S. Sub-Custodian and Euroclear Sweden will not be obligated to provide compensation for losses arising in other situations if we, the Custodian, the U.S. Sub-Custodian or Euroclear Sweden have exercised normal prudence, nor shall we, the Custodian, the U.S. Sub-Custodian or Euroclear Sweden be liable for indirect damages. Further, we, the Custodian, the U.S. Sub-Custodian and Euroclear Sweden are not responsible for losses or damages incurred by a Veoneer SDR holder by reason that any dividend, right, delivery of notice or other that our stockholders are entitled to, for technical, legal or other reasons beyond Euroclear Sweden’s control cannot be distributed or transferred to Veoneer SDR holders registered in the SDR Register.

Amendment and Termination of the Custodian Agreement

The Custodian, in consultation with us, is be entitled to amend the General Terms and Conditions insofar as such amendments are required by Swedish law, U.S. law or any applicable legislation, court order, orders by public authorities or changes in the rules and regulations of Euroclear Sweden, or if, in the opinion of the Custodian, such action is otherwise appropriate or necessary for practical reasons and Veoneer SDR holders’ rights are in no material respect adversely affected.

The Custodian may terminate deposits made under the General Terms and Conditions by delivery to Veoneer SDR holders of a notice of termination pursuant to the applicable provision in the General Terms and

 

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Conditions if: (i) a decision is taken to delist Veoneer SDRs from Nasdaq Stockholm; (ii) a decision is taken by us pursuant to our certificate of incorporation or our bylaws to no longer maintain the Veoneer SDR program under the General Terms and Conditions or (iii) Euroclear Sweden has decided to terminate the service agreement concerning registration of Veoneer SDRs.

For a period of twelve months from the date of the termination notice described above, the General Terms and Conditions will continue to be valid in all respects; provided, however, that Veoneer SDRs, in accordance with an undertaking by us, will be listed on Nasdaq Stockholm for a period of six months from the date of such termination notice, if they have not been previously delisted on the initiative of Nasdaq Stockholm.

For a period of two years after the expiration of twelve months from the date of the termination notice, the Custodian shall continue to hold the shares of our common stock in safe custody but shall discontinue registration of transfers of Veoneer SDRs (by closing the SDR Register), suspend distribution of dividends to the Veoneer SDR holders, refuse to accept deposits of such shares or any other action required under the General Terms and Conditions. In addition, the Custodian shall be entitled to compensation from a Veoneer SDR holder for all fees and costs incurred by the Custodian in connection with the Veoneer SDRs from such date forward.

Three years after the date of the termination notice has been given, the Custodian is entitled to sell the shares of our common stock and deduct any fees and costs incurred in connection with any such sale of the Share. The proceeds of any such sale together with any dividends not paid to the Veoneer SDR holders, after the deduction of fees and costs in accordance with the foregoing, will be held by the Custodian without liability for interest thereon for the Veoneer SDR holders’ account.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of material U.S. federal income tax consequences of the distribution of Veoneer common stock to “U.S. holders” (as defined below) of Autoliv common stock and the ownership and disposition of Veoneer common stock. This summary is based on the Code, U.S. Treasury Regulations promulgated thereunder, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as in effect on the date of this information statement, and all of which are subject to differing interpretation and change at any time, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This discussion is based upon the assumption that the distribution, together with certain related transactions, will be consummated in accordance with the Distribution Agreement and the other transaction-related agreements and as described in this information statement.

This summary is for general information only and is not tax advice. It does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular circumstances or to holders subject to special rules under the Code (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, partners in partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) that hold Autoliv common stock, pass-through entities (or investors therein), traders in securities who elect to apply a mark-to-market method of accounting, stockholders who hold Autoliv common stock as part of a “hedge,” “straddle,” “conversion,” “synthetic security,” “integrated investment” or “constructive sale transaction,” individuals who receive Autoliv or Company common stock upon the exercise of employee stock options or otherwise as compensation, holders who are liable for the alternative minimum tax, or any holders who actually or constructively own 5% or more of Autoliv common stock). This summary also does not address any tax considerations under state, local, or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. The distribution may be taxable under such other tax laws, and all holders should consult their own tax advisors with respect to the applicability and effect of any such tax laws.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Autoliv common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Holders of Autoliv common stock that are partnerships and partners in such partnerships should consult their own tax advisors about the U.S. federal income tax consequences of the distribution.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of Autoliv common stock (before the distribution) or Veoneer common stock (after the distribution) that is, for U.S. federal income tax purposes:

 

    an individual who is a citizen or a resident of the United States;

 

    a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

 

    an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

 

    a trust if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place under applicable Treasury Regulations to be treated as a U.S. person.

Further, this summary applies only to U.S. holders that hold shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment).

 

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THE FOLLOWING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

Autoliv has not sought and does not intend to seek a ruling from the IRS with respect to the treatment of the distribution and certain related transactions for U.S. federal income tax purposes and there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions are taxable. It is a condition to the distribution that Autoliv receive an opinion of Alston & Bird LLP regarding the qualification of the distribution, together with certain related transactions, as a transaction that should be generally tax-free, for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and 355 of the Code. The opinion of Alston & Bird LLP will be based and will rely on, among other things, certain facts and assumptions, as well as certain representations, statements, and undertakings of Autoliv and the Company (including those relating to the past and future conduct of Autoliv and the Company). If any of these representations, statements, or undertakings are, or become, inaccurate or incomplete, or if Autoliv or the Company breach any of their respective covenants in the transaction documents, the opinion of counsel may be invalid and the conclusions reached therein could be jeopardized.

An opinion of counsel is not binding on the IRS or the courts. Thus, notwithstanding receipt by Autoliv of an opinion of counsel, the IRS could assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, Autoliv, the Company, and Autoliv stockholders could be subject to significant U.S. federal income tax liability as discussed below.    

Material U.S. Federal Income Tax Consequences if the Distribution, Together with Certain Related Transactions, Qualifies as a Transaction that is Generally Tax-Free Under Sections 355 and 368(a)(1)(D) of the Code

Assuming the distribution, together with certain related transactions, qualifies as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code, the U.S. federal income tax consequences of the distribution generally are as follows:

 

    no gain or loss will be recognized by, and no amount will be includible in the income of Autoliv as a result of the distribution, other than gain or income arising in connection with certain internal restructurings completed in connection with the distribution and with respect to any “excess loss account” or “intercompany transaction” required to be taken into account by Autoliv under U.S. Treasury Regulations relating to consolidated federal income tax returns;

 

    no gain or loss will be recognized by (and no amount will be included in the income of) U.S. holders of Autoliv common stock, upon the receipt of Veoneer common stock in the distribution, except with respect to any cash received in lieu of fractional shares of Veoneer common stock (as described below);

 

    the aggregate tax basis of the Autoliv common stock and Veoneer common stock received in the distribution (including any fractional share interest in the Company common stock for which cash is received) in the hands of each U.S. holder of Autoliv common stock immediately after the distribution will equal the aggregate basis of Autoliv common stock held by the U.S. holder immediately before the distribution, allocated between the Autoliv common stock and Veoneer common stock (including any fractional share interest in Veoneer common stock for which cash is received) in proportion to the relative fair market value of each on the date of the distribution; and

 

    the holding period of Veoneer common stock received by each U.S. holder of Autoliv common stock in the distribution will generally include the holding period at the time of the distribution for the Autoliv common stock with respect to which the distribution is made.

 

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Autoliv stockholders that have acquired different blocks of Autoliv common stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, Veoneer common stock and Autoliv common stock.

Material U.S. Federal Income Tax Consequences if the Distribution is Taxable

As discussed above, Autoliv has not and does not intend to seek a ruling from the IRS with respect to the treatment of the distribution and certain related transactions for U.S. federal income tax purposes. Notwithstanding receipt by Autoliv of an opinion from Alston & Bird LLP described above, the IRS could assert that the distribution does not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, the consequences described above would not apply and Autoliv, the Company, and Autoliv stockholders could be subject to significant U.S. federal income tax liability as discussed below. In addition, certain events that may or may not be within the control of Autoliv or the Company could cause the distribution and certain related transactions to fail to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and 355 of the Code. Depending on the circumstances, the Company may be required to indemnify Autoliv for taxes (and certain related losses) resulting from the distribution not qualifying as tax-free.

If the distribution fails to qualify as a tax-free transaction for U.S. federal income tax purposes, in general, Autoliv would recognize taxable gain as if it had sold Veoneer common stock in a taxable sale for its fair market value (unless Autoliv and the Company jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, (i) the Autoliv group would recognize taxable gain as if the Company had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of Veoneer common stock and the assumption of all the Company’s liabilities and (ii) the Company would obtain a related step up in the basis of its assets) and Autoliv stockholders who receive shares of Veoneer common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. Additionally, certain U.S. holders that are individuals, estates, or trusts would be required to pay an additional 3.8% tax on “net investment income,” (or, in the case of an estate or trust, on “undistributed net investment income”) which includes, among other things, any amounts treated as a dividend on or gain from the sale or exchange of Autoliv stock. U.S. holders should consult their own tax advisors regarding this tax on net investment income.

Even if the distribution were to otherwise qualify as tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code, it may result in taxable gain to Autoliv under Section 355(e) of the Code if the distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in Autoliv or the Company. For this purpose, any acquisitions of Autoliv or Veoneer shares within the period beginning two years before the distribution and ending two years after the distribution are presumed to be part of such a plan, although Autoliv and the Company may be able to rebut that presumption.

In connection with the distribution, Autoliv and the Company will enter into a Tax Matters Agreement. For a discussion of the Tax Matters Agreement, please refer to “Certain Relationships and Related Persons Transactions—Agreements with Autoliv Related to the Spin-Off -The Tax Matters Agreement.”

Backup Withholding and Information Reporting

Payments of cash to U.S. holders of Autoliv common stock in lieu of fractional shares of Veoneer common stock may be subject to information reporting and backup withholding (currently, at a rate of 24%), unless such U.S. holder delivers a properly completed IRS Form W-9 certifying such U.S. holder’s correct taxpayer identification number and certain other information or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

 

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U.S. Federal Income Tax Consequences to U.S. Holders of the Ownership and Disposition of Veoneer Common Stock

Distributions on Veoneer Common Stock. In general, the gross amount of any distribution made in respect of Veoneer common stock will be includible in a U.S. holder’s taxable income as ordinary dividend income on the date the U.S. holder receives the distribution to the extent of the Company’s earnings and profits for U.S. federal income tax purposes. Any such dividends paid to corporate U.S. holders generally will qualify for the dividends-received deduction that is allowed under the Code. Subject to certain exceptions for short-term and hedged positions, the dividends received by an individual U.S. holder will be subject to taxation at a preferential rate if the dividends are “qualified dividends.” It is expected that dividends paid on Veoneer common stock will be “qualified dividends.” Generally, amounts distributed in excess of earnings and profits reduce the non-U.S. holder’s basis in the stock, and amounts distributed in excess of the basis result in capital gain. Long-term capital gain realized by an individual U.S. holder is subject to taxation at a preferential rate.

Disposition of Veoneer Common Stock. In general, a U.S. holder will realize gain or loss upon the sale or other taxable disposition of Veoneer common stock in an amount equal to the difference between the sum of the fair value of any property and the amount of cash received in such disposition and the U.S. holder’s adjusted tax basis in Veoneer common stock at the time of the disposition. A U.S. holder must generally treat any gain or loss realized upon a taxable disposition of Veoneer common stock as long-term capital gain or loss if the U.S. holder has held the common stock for more than one year and otherwise as short-term capital gain or loss. Long-term capital gain realized by an individual U.S. holder is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding. Veoneer will report to its U.S. holders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Under the backup withholding rules, a U.S. holder may be subject to backup withholding with respect to dividends paid (currently, at a rate of 24%), unless such U.S. holder delivers a properly completed IRS Form W-9 certifying such U.S. holder’s correct taxpayer identification number and certain other information or otherwise establishes an exemption from backup withholding. A U.S. holder that does not provide a correct taxpayer identification number or social security number may also be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

U.S. Federal Income Tax Consequences of the Distribution and of the Ownership and Disposition of Veoneer Common Stock to Non-U.S. Holders

The term “non-U.S. holder” means a holder of Veoneer common stock that is not a U.S. holder, a partnership or an entity treated as a partnership for federal income tax purposes. The rules governing federal income taxation of non-U.S. holders are complex. This section is only a summary of such rules. Non-U.S. holders are urged to consult their tax advisors to determine the impact of federal, state, local and foreign income tax laws on the ownership of our common stock, including any reporting requirements.

Distributions on Veoneer Common Stock. In general, the gross amount of any distribution made in respect of Veoneer common stock to the extent of the Company’s earnings and profits for U.S. federal income tax purposes will be treated as a dividend for U.S. federal income tax purposes. Generally, amounts distributed in excess of earnings and profits reduce the non-U.S. holder’s basis in the stock, and amounts distributed in excess of the basis result in capital gain. Unless an applicable treaty provides otherwise, any dividend generally will be subject to U.S. federal withholding tax at a rate of 30%. The Company plans to withhold U.S. income tax at the rate of 30% on the gross amount of any ordinary distribution paid to a non-U.S. holder unless either:

 

    a lower treaty rate applies and the non-U.S. holder furnishes to us an IRS Form W-8BEN or Form W-8BEN-E evidencing eligibility for that reduced rate; or

 

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    the non-U.S. holder provides an IRS Form W-8ECI claiming that the distribution is effectively connected income.

If the dividend is effectively connected with the non-U.S. shareholder’s conduct of a U.S. trade or business, it will be taxed at graduated rates, similar to the manner in which U.S. holders are taxed with respect to a distribution, and a non-U.S. holder that is a corporation also may be subject to a 30% branch profits tax with respect to the distribution (or such lower rate as may be specified by an applicable income tax treaty). Generally, distributions that reduce basis and that are treated as capital gains are not subject to withholding tax.

Disposition of Veoneer Common Stock. A non-U.S. holder who disposes of Veoneer common stock received in the distribution, generally will not be subject to U.S. federal income or withholding tax, on any gain recognized upon any sale, exchange or other taxable disposition of Veoneer common stock received in the distribution by such non-U.S. holder, unless:

 

    such gain is effectively connected with such non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or

 

    such non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year in which such gain is recognized, and certain other requirements are met.

Unless an applicable treaty provides otherwise, any gain described in the first bullet point above generally will be subject to U.S. federal income tax at graduated rates, similar to the manner as U.S. holders are taxed on gains. Any gain described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) but may be offset by U.S.-source capital losses of the non-U.S. holder, if any, provided that the holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding. In general, dividends paid with respect to Veoneer common stock and proceeds from the sale or other disposition of Veoneer common stock received in the United States by a non-U.S. holder or through certain financial intermediaries with certain U.S. connections may be subject to information reporting and backup withholding (currently, at a rate of 24%), unless such non-U.S. holder provides proof of an applicable exemption or complies with certain certification procedures (such as providing a valid IRS Form W-8BEN, Form W-8BEN-E, or Form W-8ECI or otherwise establishing an exemption) and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

THE FOREGOING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX LAWS.

 

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MATERIAL SWEDISH INCOME TAX CONSEQUENCES

The following is a discussion of material Swedish income tax consequences of the distribution of Company common stock and SDRs to “Swedish holders” (as defined below) of Autoliv common stock and SDRs, respectively. This summary is based on the Swedish Income Tax Act, rulings and other administrative pronouncements issued by the Swedish Tax Agency, and Swedish case law, all as in effect on the date of this information statement, and all of which are subject to differing interpretation and change at any time, possibly with retroactive effect. No assurance can be given that the Swedish Tax Agency would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This discussion applies to Swedish holders of shares of Autoliv common stock who hold such shares as capital assets within the meaning of the Swedish Income Tax Act, and to Swedish holders of Autoliv SDRs. This discussion is based upon the assumption that the distribution, together with certain related transactions, will be consummated in accordance with the Distribution Agreement and the other transaction agreements described in this information statement. This summary is for general information only and is not tax advice. It does not discuss all aspects of Swedish income taxation that may be relevant to particular holders in light of their particular circumstances or to holders subject to special rules under the Swedish Income Tax Act. Furthermore, this summary does not cover all potential tax consequences in relation to the Lex-ASEA distribution and the future tax treatment of Veoneer common stock or Veoneer SDRs. More specifically, it does not cover: stock or SDRs that are held by a partnership or that are held as current assets in a business; taxation of dividends and capital gains on shares or SDRs which are held by other investors than Swedish individuals or Swedish limited liability companies; tax impacts following the participation exemption regime including potential investor deductions; tax consequences on foreign companies taxable in Sweden due to a permanent establishment; or tax consequences on stock or SDRs that are held in an investment savings account and that are applicable for private individuals. This discussion does not address any tax considerations other than those pertaining to the Swedish income tax.

The distribution may be taxable under such other tax laws, and all holders should consult their own tax advisors with respect to the applicability and effect of any such tax laws.

For purposes of this discussion, a “Swedish holder” is any beneficial owner of Autoliv common stock or Autoliv SDRs that is, for Swedish income tax purposes:

 

    an individual who is a citizen or a resident of Sweden; or

 

    a corporation tax resident in Sweden.

Autoliv has not sought and does not intend to seek a ruling from the Swedish Tax Agency with respect to the treatment of the distribution and certain related transactions for Swedish income tax purposes and there can be no assurance that the Swedish Tax Agency will not assert that the distribution and/or certain related transactions are taxable. It is a condition to the distribution that Autoliv receive written advice from Deloitte Sweden regarding the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax exempt for Swedish income tax purposes under the Lex-ASEA rule. The written advice from Deloitte Sweden will be based and will rely on, among other things, certain facts and assumptions, as well as certain representations, statements, and undertakings of Autoliv and the Company (including those relating to the past and future conduct of Autoliv and the Company). If any of these representations, statements, or undertakings are, or become, inaccurate or incomplete, or if Autoliv or the Company breach any of their respective covenants in the transaction documents, the advice of counsel may be invalid, and the conclusions reached therein could be jeopardized.

This advice is not binding on the Swedish Tax Agency or the courts. Thus, notwithstanding receipt by Autoliv of this advice, the Swedish Tax Agency could assert that the distribution does not qualify as tax exempt under the Lex-ASEA rule. If the Swedish Tax Agency were successful in taking this position Autoliv stockholders could be subject to significant Swedish income tax liability as discussed below.

 

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Material Swedish Income Tax Consequences to Swedish Holders if the Distribution Qualifies as a Transaction that is Tax Exempt Under the Lex-ASEA Rule

Currently, a large number of stockholders on Autoliv are tax resident in Sweden. While we currently believe that the distribution of shares and SDRs to Swedish holders of Autoliv is tax exempt, this exemption is conditioned on the following requirements:

 

    the dividend distribution shall be made by a parent company which is a Swedish limited liability company or by a non-Swedish corporation, which is similar to a Swedish limited liability company, provided that the non-Swedish corporation is located within the EEA or in a country with which Sweden has entered into a tax treaty that includes an exchange of information clause;

 

    the dividend shall be made in proportion to the shares held in the parent company;

 

    the shares in the parent company shall be listed/publicly traded;

 

    the parent company shall distribute all its shares in the subsidiary;

 

    no other group company shall hold any shares in the distributed subsidiary after the distribution;

 

    the subsidiary’s business activities shall, directly or indirectly, primarily consist of a business (pure shareholding activities are not covered by this term), or direct and indirect holding of shares in companies which predominantly conduct business, and in which the subsidiary owns shares which on an aggregate represent more than 50% of the votes. The concept of “predominantly” is to be understood as “to at least 75%”;

 

    the subsidiary shall be a Swedish limited liability company or a foreign corporation limited by shares; and

 

    the provisions in Section 42, Paragraph 16 b of the Swedish Income Tax Act regarding exemption from immediate taxation upon partial demerger are not applicable.

Assuming the distribution, together with certain related transactions, qualifies as a transaction that is generally tax exempt for Swedish income tax purposes the Swedish income tax consequences of the distribution generally are as follows:

 

    no gain or loss will be recognized by, and no amount will be includible in the income of Autoliv as a result of the distribution, other than gain or income arising in connection with certain internal restructurings completed in connection with the distribution;

 

    no gain or loss will be recognized by (and no amount will be included in the income of) Swedish holders of Autoliv common stock or Autoliv SDRs upon the receipt of Veoneer common stock or Veoneer SDRs in the distribution, except with respect to any cash received in lieu of fractional shares of Veoneer common stock or Veoneer SDRs (as described below); and

 

    the aggregate tax basis of the Autoliv common stock and Autoliv SDRs and Veoneer common stock and Veoneer SDRs received in the distribution (including any fractional share interest in the Company common stock or SDRs for which cash is received) in the hands of each Swedish holder of Autoliv common stock or SDRs immediately after the distribution will equal the aggregate basis of Autoliv common stock or SDRs held by the Swedish holder immediately before the distribution, allocated between the Autoliv common stock or SDRs and the Veoneer common stock or SDRs (including any fractional share interest in such Veoneer common stock or SDRs for which cash is received) in proportion to the relative fair market value of each on the date of the distribution.

Veoneer intends to apply for general advice from the Swedish Tax Agency concerning how the acquisition cost for the distributed Veoneer SDRs should be calculated.

 

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Material Swedish Income Tax Consequences to Swedish Holders if the Distribution is Taxable

As discussed above, Autoliv has not and does not intend to seek a ruling from the Swedish Tax Agency with respect to the treatment of the distribution for Swedish income tax purposes. Notwithstanding receipt by Autoliv of written advice from Deloitte Sweden described above, the Swedish Tax Agency could assert that the distribution does not qualify for tax-free treatment for Swedish income tax purposes. If the Swedish Tax Agency were successful in taking this position, the consequences described above with respect to Swedish holders would not apply and, and Swedish holders could be subject to significant Swedish income tax liability as discussed below. If the spin-off fails to meet the above conditions stockholders receiving the dividend should be subject to taxation.

Individuals

As described above, the distribution is expected to be classified as a tax neutral Lex-ASEA distribution. If the distribution, however, is taxable, individuals would be subject to tax on the receipt of capital income, which generally includes dividends and capital gains, at a 30% tax rate.

Limited liability companies

As described above, the distribution is expected to be classified as a tax neutral Lex-ASEA distribution. If the distribution, however, is taxable, all income, including taxable capital gains and dividends, would generally be taxed as income from business operations at a rate of 22%.

Preliminary Tax Withholding applicable to Swedish Individuals with respect to Swedish SDR holders

There is, as a general rule, an obligation to withhold preliminary taxes on dividend distributions that are subject to tax under Swedish domestic law. A payment on an SDR would therefore be considered a dividend distribution. Taxes shall be withheld on distributions to individuals and the rules do not apply to distributions to legal persons such as corporations and partnerships. The obligation to withhold preliminary taxes on a distribution is imposed on the entity that is making the payment. An exemption from the requirement to withhold preliminary taxes would apply in cases where the receiver of the funds is a limited taxable person (non-resident) in Sweden, the income is exempt from tax according to a double tax treaty, or the distributing entity is a foreign company with a bank business or securities business without a permanent establishment in Sweden.

The general rule is to withhold preliminary taxes on distributed funds at 30%. However, withholding preliminary taxes on foreign securities, including SDRs, shall be made at an amount that combined with any foreign taxes equals 30%.

The obligation to withhold taxes is connected with a requirement to submit statements of income and expenses to the Swedish Tax Agency by the entity that is obliged to withhold preliminary taxes on a distribution.

Individuals

Taxation of Dividends on received Veoneer shares or Veoneer SDRs

Dividends to individuals on publicly listed shares or SDRs, which the Veoneer shares and Veoneer SDRs will be, are taxed as capital income at a 30% tax rate.

Taxation of Capital Gains and Capital Losses upon Divestment by Swedish SDR holders

Divestments of publicly listed shares, including SDRs, may trigger a capital gain or a capital loss. Capital gains are subject to Swedish income tax at a 30% tax rate. The capital gain or capital loss is calculated as the difference between the remuneration, after deduction of expenses relating to the divestment, and the acquisition

 

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price. The acquisition cost for shares or SDRs of the same sort and type is calculated by the application of the average method. The acquisition cost for the Veoneer shares or Veoneer SDRs received through the dividend from Autoliv, Inc. will be calculated in accordance with the general advice that will be received from the Swedish Tax Agency. By divestment of publicly listed shares or SDRs, the so called standard method could potentially be applied to calculate the acquisition cost, whereby the acquisition cost amounts to 20% of the remuneration received from the divestment after deduction of expenses relating to the divestment.

Capital losses on publicly listed shares and SDRs are tax deductible against taxable capital gains on both quoted and unquoted shares as well as from other publicly traded securities that are divested during the same fiscal year. Note that this does not apply on participations in investment funds and special funds that only comprise Swedish receivables, i.e. interest funds. Capital losses that are not possible to be deducted following the above will be deducted up to 70% against other capital income. If that will result in a deficit, a tax deduction against municipal and public income tax and against property tax and municipal property fee is available. Tax deduction will be allowed by 30% of the part of the deficit not exceeding SEK 100,000 and by 21% of the remaining part of the deficit. The deficit cannot be carried forward for tax purposes.

Limited liability companies

Taxation of Dividends on and Capital Gains and Capital Losses following Divestment of Veoneer shares or Veoneer SDRs

For limited liability companies, all income, including taxable capital gains and dividends, is generally taxed as income from business operations at a 22% tax rate. Capital gains and capital losses are calculated in accordance with the rules applicable for individuals as described above. Tax deductible capital losses on shares or SDRs and other securities may only be deducted against taxable capital gains on such shares or SDRs and securities. Such capital losses could also, under certain conditions, be deducted against capital gains incurred in other companies within the same group, if the companies can exchange group contributions for Swedish tax purposes. A capital loss that cannot be utilized during a certain fiscal year can be carried forward and be deducted against taxable capital gain on stock and other securities following fiscal years.

Material Swedish Income Tax Consequences to other Swedish Associations

The taxation of associations other than Swedish limited liability companies depends on, inter alia, the legal and tax characteristics of the association from a Swedish perspective. Depending on such circumstances, such associations could be exempt from income tax or covered by the rules governing Swedish limited liability companies. Consideration should be given to the specific legal features of the recipient when determining the tax implications associated with the distribution.

THE FOREGOING DISCUSSION IS A SUMMARY OF MATERIAL SWEDISH INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX LAWS.

 

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CERTAIN INFORMATION REQUIRED BY SWEDISH LAW

Additional Information about Veoneer, Inc.

The Company’s legal and commercial name is Veoneer, Inc. and its business is conducted in accordance with U.S. federal law and the Delaware General Corporation Law. Veoneer, Inc. (IRS Employer Identification Number 82-3720890) is a Delaware corporation which was incorporated in the State of Delaware, United States of America, on November 13, 2017. The Company’s registered office is located at Corporation Trust Center, 1209 Orange Street in Wilmington, New Castle County, Delaware. The Company’s registered agent at such address is The Corporation Trust Company. The Company is currently the parent company of 19 subsidiaries, which are listed on Exhibit 21.1 to the Company’s Registration Statement on Form 10, of which this Information Statement is a part.

Capitalization Table

The table below describes the Company’s capitalization at group level as of March 31, 2018. The tables in this section should be read in conjunction with the Company’s financial information, including the related notes, which may be found elsewhere in this document.

 

MUSD    As of
March 31, 2018
 

Current debt

  

Guaranteed

   $  

Secured

      

Unguaranteed/unsecured

     23.8  
  

 

 

 

Total current debt

     23.8  
  

 

 

 

Non-current debt

  

Guaranteed

      

Secured

      

Unguaranteed/unsecured

      

Related party debt

     36.2  
  

 

 

 

Total non-current debt (excluding the current debt as part of the non-current debt)

     36.2  
  

 

 

 

Shareholders’ equity

  

Share capital

      

Net parent investment

     917.0  

Accumulated other comprehensive income

     0.4  

Non-controlling interest

     120.5  

Legal reserve

      

Other reserves

      
  

 

 

 

Total equity

     1,037.9  
  

 

 

 

 

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Indebtedness Table

The Company’s net indebtedness as of March 31, 2018 is presented in the table below. All debt included in the below table bears interest.

 

MUSD   

As of

March 31, 2018

 
(A) Cash    $  
(B) Cash equivalents       
(C) Trading securities       

(D) Liquidity (A)+(B)+(C)

      

(E) Current financial receivables

      
(F) Current bank debt      23.8  
(G) Current portion of non-current debt       
(H) Other current financial debt       

(I) Other current financial debt (F)+(G)+(H)

     23.8  

(J) Net current financial indebtedness (I)-(E)-(D)

     23.8  
(K) Non-current bank loans       
(L) Bonds issued       
(M) Other current financial debt       
(N) Related party debt      36.2  

(O) Non-current financial indebtedness (K)+(L)+(M)+(N)

     36.2  
(P) Net financial indebtedness (J)+(O)      60.0  

Share Capital Development

The below table shows historic changes in the Company’s share capital since its incorporation on November 13, 2017, and the changes in the number of shares and the share capital which will be made in connection with the listing of the Company’s shares on the NYSE and its SDRs on Nasdaq Stockholm.

 

            Number of shares of our common stock    Share capital (USD)  
Year    Event      Change    Total    Change      Total  

2017

     Incorporation      —      100      —        $ 100  

 

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WHERE YOU CAN FIND MORE INFORMATION

The Company has filed a Registration Statement on Form 10 with the SEC with respect to the shares of our common stock being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to the Company and its common stock, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s public reference room, located at 100 F Street, NE, Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 as well as on the Internet website maintained by the SEC at www.sec.gov. Information contained on our website and any other website referenced in this information statement is not incorporated by reference in this information statement.

As a result of the distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, will file periodic reports, proxy statements and other information with the SEC, which will be available on the Internet website maintained by the SEC at www.sec.gov.

We plan to make available, free of charge, on our Internet website our annual reports, quarterly reports, current reports on Form 8-K, reports filed pursuant to Section 16 of the Exchange Act and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

We intend to furnish holders of its common stock with annual reports containing consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which this information statement has referred you. The Company has not authorized any person to provide you with different information or to make any representation not contained in this information statement.

 

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INDEX TO FINANCIAL STATEMENTS

 

Audited Combined Historical Financial Statements of Veoneer, Inc.

  

Report of Independent Registered Public Accounting Firm

     F-2  

Combined Statements of Operations for the years ended December  31, 2017, 2016 and 2015

     F-3  

Combined Statements of Comprehensive Loss for the years ended December 31, 2017, 2016 and 2015

     F-4  

Combined Balance Sheets as of December 31, 2017 and 2016

     F-5  

Combined Statements of Cash Flow for the years ended December  31, 2017, 2016 and 2015

     F-6  

Combined Statements of Changes in Parent Equity for the years ended December 31, 2017, 2016 and 2015

     F-7  

Notes to Combined Financial Statements

     F-8  

Unaudited Condensed Combined Historical Financial Statements of Veoneer, Inc.

  

Combined Statements of Operations for the three months ended March 31, 2018 and 2017

     F-49  

Combined Statements of Comprehensive Loss for the three months ended March 31, 2018 and 2017

     F-50  

Combined Balance Sheets as of March 31, 2018 and December 31, 2017

     F-51  

Condensed Combined Statements of Cash Flow for the three months ended March 31, 2018 and 2017

     F-52  

Notes to Unaudited Condensed Combined Financial Statements

     F-53  

Audited Consolidated Financial Statements of Zenuity AB

  

Report of the Independent Auditors

     F-76  

Consolidated Financial Statements

     F-77  

Notes to Consolidated Financial Statements

     F-83  

 

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Autoliv, Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Veoneer, Inc. (the Company), which consists of the Electronics Business of Autoliv Inc. as of December 31, 2017 and 2016, the related combined statements of operations, comprehensive loss, parent equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These combined financial statements are the responsibility of the management of Autoliv, Inc. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young AB

We have served as the Company’s auditor since 2017.

Stockholm, Sweden

March 19, 2018, except for paragraph 2 of Note 15, which is as of April 26, 2018

 

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Table of Contents

Veoneer, Inc.

Combined Statements of Operations

(U.S. DOLLARS IN MILLIONS)

 

            Years ended December 31  
            2017     2016     2015  

Net sales

     Note 18      $ 2,322.2     $ 2,218.3     $ 1,588.6  

Cost of sales

        (1,856.6     (1,795.1     (1,310.2
     

 

 

   

 

 

   

 

 

 

Gross profit

        465.6       423.2       278.4  

Selling, general and administrative expenses

        (110.0     (109.8     (68.0

Research, development and engineering expenses, net

        (375.4     (299.7     (213.6

Goodwill, impairment charge

     Note 10        (234.2     —         —    

Amortization of intangibles

     Note 10        (37.0     (34.5     (9.8

Other income (expense), net

        8.3       (4.0     4.6  
     

 

 

   

 

 

   

 

 

 

Operating loss

        (282.7     (24.8     (8.4

Loss from equity method investments

     Note 8        (30.7     —         —    

Interest income

     Note 19        0.3       0.1       —    

Interest expense

        (0.3     (0.2     (0.3

Other non-operating items, net

        (0.8     3.1       0.5  
     

 

 

   

 

 

   

 

 

 

Loss before income taxes

        (314.2     (21.8     (8.2

Income tax expense

     Note 5        (30.1     (38.3     (21.8
     

 

 

   

 

 

   

 

 

 

Net loss

        (344.3     (60.1     (30.0
     

 

 

   

 

 

   

 

 

 

Less: Net loss attributable to non-controlling interest

        (127.3     (7.0     —    
     

 

 

   

 

 

   

 

 

 

Net loss attributable to controlling interest

      $ (217.0   $ (53.1   $ (30.0
     

 

 

   

 

 

   

 

 

 

See Notes to Combined Financial Statements.

 

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Table of Contents

Veoneer, Inc.

Combined Statements of Comprehensive Loss

(U.S. DOLLARS IN MILLIONS)

 

     Years ended December 31  
     2017     2016     2015  

Net loss

   $ (344.3   $ (60.1   $ (30.0

Other comprehensive (loss) income, before tax:

      

Change in cumulative translation adjustment

     29.8       (17.4     (10.7

Net change in cash flow hedges

     (8.9     7.9       0.2  

Pension liability

     0.1       (3.6     2.8  
  

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, before tax

     21.0       (13.1     (7.7

Expense for taxes

     —         (1.0     (0.7
  

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

     21.0       (14.1     (8.4
  

 

 

   

 

 

   

 

 

 

Comprehensive loss

     (323.3     (74.2     (38.4
  

 

 

   

 

 

   

 

 

 

Less: Comprehensive loss attributable to non-controlling interest

     (127.3     (7.0     —    
  

 

 

   

 

 

   

 

 

 

Comprehensive loss attributable to controlling interest

   $ (196.0   $ (67.2   $ (38.4
  

 

 

   

 

 

   

 

 

 

See Notes to Combined Financial Statements.

 

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Veoneer, Inc.

Combined Balance Sheets

(U.S. DOLLARS IN MILLIONS)

 

            At December 31  
            2017     2016  

Assets

       

Receivables, net

     Note 6      $ 460.5     $ 445.0  

Inventories, net

     Note 7        154.2       164.4  

Prepaid expenses and other current assets

        34.0       39.5  
     

 

 

   

 

 

 

Total current assets

        648.7       648.9  
     

 

 

   

 

 

 

Property, plant and equipment, net

     Note 9        361.9       327.1  

Investments and other non-current assets

     Note 8        162.0       36.0  

Goodwill

     Note 10        291.7       490.1  

Intangible assets, net

     Note 10        122.2       163.0  

Related party notes receivable

     Note 19        76.0       74.0  
     

 

 

   

 

 

 

Total assets

      $ 1,662.5     $ 1,739.1  
     

 

 

   

 

 

 

Liabilities and equity

       

Accounts payable

      $ 322.8     $ 318.2  

Related party payables

     Note 19        5.0       5.0  

Accrued expenses

     Note 11        195.2       192.6  

Income tax payable

        41.3       31.6  

Other current liabilities

        25.7       25.0  

Related party short-term debt

     Note 3        —         3.5  
     

 

 

   

 

 

 

Total current liabilities

      $ 590.0     $ 575.9  
     

 

 

   

 

 

 

Related party long-term debt

     Note 19        62.2       11.1  

Pension liability

     Note 17        13.9       15.0  

Other non-current liabilities

        39.3       48.0  
     

 

 

   

 

 

 

Total non-current liabilities

      $ 115.4     $ 74.1  
     

 

 

   

 

 

 

Commitments and contingencies

     Note 15, 16       

Parent Equity

       

Net Parent investment

        843.9       876.7  

Accumulated other comprehensive loss

        (8.3     (29.3
     

 

 

   

 

 

 

Total Parent Equity

        835.6       847.4  
     

 

 

   

 

 

 

Non-controlling interest

        121.5       241.7  
     

 

 

   

 

 

 

Total Parent Equity and non-controlling interests

        957.1       1,089.1  
     

 

 

   

 

 

 

Total liabilities, Parent Equity and non-controlling interests

      $ 1,662.5     $ 1,739.1  
     

 

 

   

 

 

 

See Notes to Combined Financial Statements.

 

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Table of Contents

Veoneer, Inc.

Combined Statements of Cash Flow

(U.S. DOLLARS IN MILLIONS)

 

            Years ended December 31  
            2017     2016     2015  

Operating activities

         

Net loss

      $ (344.3   $ (60.1   $ (30.0

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

         

Depreciation and amortization

        118.8       105.5       53.1  

Goodwill, impairment charge

        234.2       —         —    

Deferred income taxes

        (11.3     (10.9     0.3  

Undistributed loss from equity method investments

     Note 8        30.7       —         —    

Gain on investment in Zenuity

     Note 8        (10.7     —         —    

Stock-based compensation

        2.1       2.8       1.8  

M/A COM earn-out adjustment

     Note 3        (12.7     —         —    

Net change in:

         

Related party payables, net

        (0.1     5.1       —    

Receivables and other assets, gross

        2.2       (182.6     (91.8

Inventories, gross

        18.9       (7.7     (38.0

Accounts payable and accrued expenses

        (20.8     132.6       117.7  

Income taxes

        9.9       20.2       8.6  

Other, net

        (18.1     (12.2     (2.8
     

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities

        (1.2     (7.3     18.9  

Investing activities

         

Expenditures for property, plant and equipment

        (110.0     (102.5     (53.4

Proceeds from sale of property, plant and equipment

        6.9       1.5       3.8  

Acquisition of intangible assets

        —         —         (24.9

Acquisition of businesses and interest in affiliates, net of cash acquired

     Note 13        (125.3     (226.3     (98.9

Net decrease / (increase) in related party notes receivable

        (2.0     (8.1     (28.9
     

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

        (230.4     (335.4     (202.3

Financing activities

         

Net increase / (decrease) in short-term debt

        (3.6     3.7       (0.3

Repayments and other changes in related party long-term debt

        50.8       11.9       —    

Net transfers from Parent

        184.4       327.1       183.7  
     

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

        231.6       342.7       183.4  

Effect of exchange rate changes on cash and cash equivalents

        —         —         —    
     

 

 

   

 

 

   

 

 

 

Increase / (decrease) in cash and cash equivalents

        —         —         —    

Cash and cash equivalents at beginning of year

        —         —         —    
     

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

      $ —       $ —       $ —    
     

 

 

   

 

 

   

 

 

 

See Notes to Combined Financial Statements.

 

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Table of Contents

Veoneer, Inc.

Combined Statements of Changes In Parent Equity

(U.S. DOLLARS IN MILLIONS)

 

     Net Parent
Investment
    Accumulated
Other
Comprehensive Loss
    Non-controlling
Interests
    Total  

2015

 

Balance at January 1, 2015

   $ 452.6     $ (6.8   $ —       $ 445.8  

Comprehensive Loss:

 

Net loss

     (30.0     —         —         (30.0

Net change in cash flow hedges

     —         0.2       —         0.2  

Foreign currency translation

     —         (10.7     —         (10.7

Pension liability

     —         2.1       —         2.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Comprehensive Loss

     (30.0     (8.4     —         (38.4

Net transfers from Parent

     183.7       —         —         183.7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

   $ 606.3     $ (15.2   $ —       $ 591.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

2016

 

Comprehensive Loss:

 

Net loss

     (53.1     —         (7.0     (60.1

Net change in cash flow hedges

     —         7.9       —         7.9  

Foreign currency translation

     —         (17.4     (7.2     (24.6

Pension liability

     —         (4.6     —         (4.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Comprehensive Loss

     (53.1     (14.1     (14.2     (81.4

Investment in subsidiary by non-controlling interest

     —         —         252.3       252.3  

Net transfers from Parent

     323.5       —         3.6       327.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   $ 876.7     $ (29.3   $ 241.7     $ 1,089.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

2017

 

Comprehensive Income (Loss):

 

Net loss

     (217.0     —         (127.3     (344.3

Net change in cash flow hedges

     —         (8.9     —         (8.9

Foreign currency translation

     —         29.8       6.9       36.7  

Pension liability

     —         0.1       —         0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Comprehensive Income (Loss)

     (217.0     21.0       (120.4     (316.4

Net transfers from Parent

     184.2       —         0.2       184.4  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 843.9     $ (8.3   $ 121.5     $ 957.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Combined Financial Statements.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

1. Basis of Presentation

On December 12, 2017, Autoliv, Inc. (“Autoliv” or “Parent”) announced that its Board of Directors concluded its strategic review and decided to spin-off its Electronics business segment (“Veoneer” or “Electronics” or “the Company” or “the business”) through a tax-free spin-off. The planned spin-off is subject to final approval by Autoliv’s Board of Directors, receipt of an opinion of counsel regarding the tax-free nature of the spin-off, and receipt of regulatory approvals and the effectiveness of a registration statement on Form 10 filed with the Securities and Exchange Commission. Upon completion of the spin-off, Veoneer will operate its business as an independent, publicly traded company.

Veoneer consists of Active Safety Products (that includes active safety sensors for advanced driver assistance systems, highly automated driving solutions and autonomous driving solutions), Restraint Control Systems, and Brake Systems.

Throughout the periods covered by the Combined Financial Statements, Veoneer operated as a reportable segment within Autoliv. The accompanying Combined Financial Statements have been prepared from Autoliv’s historical accounting records and are presented on a stand-alone basis as if the operations had been conducted independently from Autoliv. Accordingly, Autoliv’s net investment in these operations (Parent Equity) is shown in lieu of a controlling interest’s equity in the Combined Financial Statements.

Veoneer is comprised of certain stand-alone legal entities for which discrete financial information is available, as well as portions of legal entities for which discrete financial information is not available (shared legal entities). In some cases, discrete financial information was not available for Veoneer within these shared entities as Autoliv does not record every transaction at a discrete Veoneer level. For the shared entities for which discrete financial information was not available, such as IT costs, taxes, and other shared costs, allocation methodologies were applied to certain accounts to allocate amounts to Veoneer as discussed further in Note 19—Relationship with Parent and Related Entities.

The Combined Statements of Comprehensive Loss include all sales and costs directly attributable to Veoneer, including costs for facilities, functions and services used by Veoneer. Certain shared costs have been directly charged to Veoneer based on usage or other allocation methods. The results of operations also include allocations of (i) costs for administrative functions and services performed on behalf of Veoneer by centralized staff groups within Autoliv, (ii) Autoliv’s general corporate expenses and (iii) certain pension and other retirement benefit costs (See Note 17 – Retirement Plans for a description of the allocation methodologies employed). As more fully described in Note 5—Income Taxes, current and deferred income taxes and related tax expense have been determined based on the stand-alone results of Veoneer by applying Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 740, Income Taxes, to the Veoneer operations in each country as if it were a separate taxpayer (i.e., following the separate return methodology).

Autoliv uses a centralized approach to cash management and financing its operations, including the operations of Veoneer. Accordingly, none of the cash and cash equivalents has been allocated to Veoneer in the Combined Financial Statements. Transactions between Autoliv and Veoneer are accounted for through Net Parent Investment. Autoliv’s short-term and long-term debt, including any related interest expense as well as its derivative activity, has been pushed down to Veoneer’s Combined Financial Statements where it is specifically identifiable to Veoneer. See Note 19—Relationship with Parent and Related Entities, for a further description of related party transactions between Autoliv and Veoneer.

All charges and allocations of cost for facilities, functions and services performed by Autoliv organizations have been deemed paid by Veoneer to Autoliv, in cash, in the period in which the cost was recorded in the Combined Statements of Comprehensive Loss.

 

F-8


Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The Combined Financial Statements include the historical operations, assets, and liabilities that are considered to comprise the Veoneer business. All of the allocations and estimates in the Combined Financial Statements are based on assumptions that management of Autoliv and Veoneer believe are reasonable. However, the historical statements of operations, comprehensive loss, balance sheets, and cash flows of Veoneer included herein may not be indicative of what they would have been had Veoneer actually been a stand-alone entity during such periods, nor are they necessarily indicative of Veoneer future results.

2. Summary of Significant Accounting Policies

PRINCIPLES OF COMBINATION

The combined financial statements have been prepared in accordance with United States (U.S.) Generally Accepted Accounting Principles (GAAP) and include the combined assets, liabilities, sales, and expenses of the Veoneer business as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016, and 2015. All intercompany accounts and transactions within the Company have been eliminated from the combined financial statements. See Note 19—Relationship with Parent and Related Entities, for a further description of related party transactions between Autoliv and Veoneer.

Consolidation is also required when the Company has both the power to direct the activities of a variable interest entity (VIE) and the obligation to absorb losses or the right to receive benefits from the VIE that could be significant to the VIE.

Investments in affiliated companies in which the Company exercises significant influence over the operations and financial policies, but does not control, are reported using the equity method of accounting.

BUSINESS COMBINATIONS

Transactions in which the Company obtains control of a business are accounted for according to the acquisition method as described in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations. The assets acquired and liabilities assumed are recognized and measured at their fair values as of the date control is obtained. Acquisition related costs in connection with a business combination are expensed as incurred. Contingent consideration is recognized and measured at fair value at the acquisition date and until paid is re-measured on a recurring basis. It is classified as a liability based on appropriate GAAP.

EQUITY METHOD INVESTMENTS

Investments accounted for under the equity method, means that a proportional share of the equity method investment’s net income increases the investment, and a proportional share of losses and payment of dividends decreases it. In the Combined Statements of Operations, the proportional share of the net loss is reported as Loss from equity method investments.

USE OF ESTIMATES

The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of net sales and expenses during the reporting period. The accounting estimates that require management’s most significant judgments include the estimation of retroactive price adjustments, estimations associated with purchase price

 

F-9


Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

allocations regarding business combinations, valuation of stock based payments, assessment of recoverability of goodwill and intangible assets, assessment of the useful lives of intangible assets, estimation of pension benefit expense based on actuarial assumptions, estimation of accruals for warranty and product liabilities, uncertain tax positions, valuation allowances and legal proceedings. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenues are recognized when there is evidence of a sales agreement, delivery of goods has occurred, the sales price is fixed or determinable and the collectability of revenue is reasonably assured. The Company records revenue from the sale of manufactured products upon shipment to customers and transfer of title and risk of loss under standard commercial terms (typically F.O.B. shipping point). In those limited instances where other terms are negotiated and agreed, revenue is recorded when title and risk of loss are transferred to the customer.

Accruals are made for retroactive price adjustments when probable and able to be reasonably estimated. In addition, from time to time, Veoneer may make payments to customers in connection with ongoing and future business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments unless certain criteria are met warranting capitalization. If the payments are capitalized, the amounts are amortized as the related goods are transferred.

Net sales exclude taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers.

COST OF SALES

Shipping and handling costs are included in Cost of Sales in the Combined Statements of Operations. Contracts to supply products which extend for periods in excess of one year are reviewed when conditions indicate that costs may exceed selling prices, resulting in losses.

RESEARCH, DEVELOPMENT AND ENGINEERING (R,D&E)

The Company performs research activities to identify new products, product development activities for further product evolution, and engineering activities to customize existing products for specific customers. Research and development and most engineering expenses are expensed as incurred. These expenses are reported net of expense reimbursements from contracts to further customize existing products for specific customers.

Certain engineering expenses related to long-term supply arrangements are capitalized when defined criteria, such as the existence of a contractual guarantee for reimbursement, are met.

Tooling is generally agreed upon as a separate contract or a separate component of an engineering contract, as a pre-production project. Capitalization of tooling costs is made only when the specific criteria for capitalization of customer funded tooling are met or the criteria for capitalization as Property, Plant & Equipment for tools owned by the Company are fulfilled. Depreciation on the Company’s own tooling is recognized in the Combined Statements of Operations as Cost of Sales.

STOCK BASED COMPENSATION

The compensation costs for all of the Company’s stock-based compensation awards are determined based on the fair value method as defined in ASC 718, Compensation—Stock Compensation. The Company records the

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

compensation expense for its direct and allocated portion of awards under the Autoliv Stock Incentive Plan, including Restricted Stock Units (RSUs), Performance Shares (PSs) and stock options (SOs), over the respective vesting period. For further details, see Note 14.

INCOME TAXES

Veoneer’s operations have historically been included in the tax returns filed by Autoliv of which the Veoneer business was a part. Income tax expense and other income tax related information contained in these combined financial statements are presented on a separate return basis as if the Company filed its own tax returns. Income taxes as presented in the combined financial statements attribute current and deferred income taxes in a manner that is systematic, rational and consistent with the asset and liability method prescribed by the accounting guidance for income taxes. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone company for the periods presented. Any income tax liabilities resulting from operations prior to the anticipated legal date of separation, are assumed to be settled with Parent on the last day Veoneer is part of the Autoliv group and will be relieved through the Net Parent investment.

The Company recognizes deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Changes in valuation allowances from period to period are included in the tax provision in the period of change. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investment instruments purchased with an original maturity of three months or less to be cash equivalents.

RECEIVABLES

Accounts receivables are recorded at the invoiced amount and do not bear interest.

The Company has guidelines for calculating the allowance for bad debts. In determining the amount of a bad debt allowance, management uses its judgment to consider factors such as the age of the receivables, the Company’s prior experience with the customer, the experience of other enterprises in the same industry, the customer’s ability to pay, and/or an appraisal of current economic conditions. Collateral is typically not required. There can be no assurance that the amount ultimately realized for receivables will not be materially different than that assumed in the calculation of the allowance.

A substantial majority of the Company’s trade receivables are derived from sales to OEMs. The Company’s four largest customers accounted for 62% of sales for 2017 (59% for 2016 and 63% for 2015). Additionally, these four largest customers accounted for 55% of the Company’s accounts receivable as of December 31, 2017 (60% as of December 31, 2016 and 2015). The Company believes that the receivable balances from these largest

 

F-11


Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

customers do not represent a significant credit risk based on past collection experience. The Company has adopted credit policies and standards intended to accommodate industry growth and inherent risk. The Company believes that credit risks are moderated by the financial stability of the Company’s major customers.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses derivative financial instruments, primarily forwards, options and swaps to reduce the effects of fluctuations in foreign exchange rates and the resulting variability of the Company’s operating results. On the date that a derivative contract is entered into, the Company designates the derivative as either (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or of an unrecognized firm commitment (a fair value hedge) or (2) a hedge of the exposure of a forecasted transaction or of the variability in the cash flows of a recognized asset or liability (a cash flow hedge).

When a hedge is classified as a fair value hedge, the change in the fair value of the hedge is recognized in the Combined Statements of Operations along with the offsetting change in the fair value of the hedged item. When a hedge is classified as a cash flow hedge, any change in the fair value of the hedge is initially recorded in equity as a component of Other Comprehensive Income (OCI) and reclassified into the Combined Statements of Operations when the hedge transaction affects net earnings. The Company uses the forward rate with respect to the measurement of changes in fair value of cash flow hedges when revaluing foreign exchange forward contracts. All derivatives are recognized in the combined financial statements at fair value.

For further details on the Company’s financial instruments, see Note 4.

INVENTORIES

The cost of inventories is computed according to the first-in, first-out method (FIFO). Cost includes the cost of materials, direct labor and the applicable share of manufacturing overhead. Inventories are evaluated based on individual or, in some cases, groups of inventory items. Reserves are established to reduce the value of inventories to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves.

PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment are recorded at historical cost. Construction in progress generally involves short-term projects for which capitalized interest is not significant. The Company provides for depreciation of property, plant and equipment computed under the straight-line method over the assets’ estimated useful lives, or in the case of leasehold improvements over the shorter of the useful life or the lease term. Amortization on capital leases is recognized with depreciation expense in the Combined Statements of Operations over the shorter of the assets’ expected life or the lease contract term. Repairs and maintenance are expensed as incurred.

The Company also entered into certain “build-to-suit” lease arrangements in 2017 for certain manufacturing and research buildings. The Company will be deemed the owner of the buildings for accounting purposes during the construction period due to the terms of the arrangements. As such, amounts will be capitalized as an asset and a liability will be reflected during the construction period. As of December 31, 2017, capitalized amounts are not material.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

LONG-LIVED ASSET IMPAIRMENT

The Company evaluates the carrying value and useful lives of long-lived assets other than goodwill when indications of impairment are evident or it is likely that the useful lives have decreased, in which case the Company depreciates the assets over the remaining useful lives. Impairment testing is primarily done by using the cash flow method based on undiscounted future cash flows. Estimated undiscounted cash flows for a long-lived asset being evaluated for recoverability are compared with the respective carrying amount of that asset. If the estimated undiscounted cash flows exceed the carrying amount of the assets, the carrying amounts of the long-lived asset are considered recoverable and an impairment cannot be recorded. However, if the carrying amount of a group of assets exceeds the undiscounted cash flows, an entity must then measure the long-lived assets’ fair value to determine whether an impairment loss should be recognized, generally using a discounted cash flow model.

GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of the fair value of consideration transferred over the fair value of net assets of businesses acquired. Goodwill is not amortized, but is subject to at least an annual review for impairment. Other intangible assets, principally related to acquired technology and contractual relationships, are amortized over their useful lives which range from 5 to 10 years.

The Company performs its annual impairment testing in the fourth quarter of each year. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment, or decline in value, may have occurred.

In conducting its impairment testing, the Company compares the estimated fair value of each of its reporting units to the related carrying value of the reporting unit. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss is recognized for the excess of carrying amount over the fair value of the respective reporting unit.

The estimated fair value of the reporting unit is determined by the discounted cash flow method taking into account expected long-term operating cash-flow performance. The Company discounts projected operating cash flows using the reporting unit’s weighted average cost of capital, including a risk premium to adjust for market risk. The estimated fair value is based on automotive industry volume projections which are based on third-party and internally developed forecasts and discount rate assumptions. Significant assumptions include terminal growth rates, terminal operating margin rates, future capital expenditures and working capital requirements. To supplement this analysis, the Company compares the market value of its equity, calculated by reference to the quoted market prices of its shares, to the book value of its equity.

In the fourth quarter of 2017, in connection with the annual impairment test, the Company recorded a goodwill impairment charge of $234.2 million relating to its Brake Systems Segment (see Note 3). There is no remaining goodwill related to the Brake Systems Segment after the impairment. There were no impairments of goodwill from 2015 through 2016.

WARRANTIES AND RECALLS

The Company records liabilities for product recalls when probable claims are identified and when it is possible to reasonably estimate costs. Recall costs are costs incurred when the customer decides to formally recall a product

 

F-13


Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

due to a known or suspected safety concern. Product recall costs typically include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the defective part. Insurance receivables, related to recall issues covered by the insurance, are included within other current assets in the Combined Balance Sheets.

Provisions for warranty claims are estimated based on prior experience, likely changes in performance of newer products and the mix and volume of products sold. The provisions are recorded on an accrual basis.

PENSIONS AND OTHER POST- EMPLOYMENT BENEFITS

Veoneer’s employees participate in both defined contribution plans and defined benefit plans sponsored by Autoliv and certain defined benefit plans sponsored by Veoneer in Japan (the Japan plans), Canada (the Canada plans), and France (the France plans). A defined contribution plan generally specifies the periodic amount that the employer must contribute to the plan and how that amount will be allocated to the eligible employees who perform services during the same period. A defined benefit pension plan is one that contains pension benefit formulas, which generally determine the amount of pension benefits that each employee will receive for services performed during a specified period of employment.

For the Japan, Canada, and France plans, the amount recognized as a defined benefit liability is the net total of projected benefit obligation (PBO) minus the fair value of plan assets (if any). The plan assets are measured at fair value. The inputs to the fair value measurement of the plan assets are mainly level 2 inputs (see Note 4). Veoneer has considered the remaining plans to be part of a multiemployer plan with Autoliv and does not record a corresponding asset or liability. Pension expense was allocated and reported within Costs of sales, Selling, general and administrative expenses and Research, development and engineering expenses in the Combined Statements of Operations. The expense related to the employees of Veoneer and allocated expenses are included in these Combined Financial Statements (see Note 17).

CONTINGENT LIABILITIES

Various claims, lawsuits and proceedings are pending or threatened against the Company or its subsidiaries, covering a range of matters that arise in the ordinary course of its business activities with respect to commercial, product liability or other matters (see Note 15).

The Company diligently defends itself in such matters and, in addition, carries insurance coverage to the extent reasonably available against insurable risks.

The Company records liabilities for claims, lawsuits and proceedings when they are probable and it is possible to reasonably estimate the cost of such liabilities. Legal costs expected to be incurred in connection with a loss contingency are expensed as such costs are incurred.

The Company believes, based on currently available information, that the resolution of outstanding matters, described in Note 15, after taking into account recorded liabilities and available insurance coverage, should not have a material effect on the Company’s financial position or results of operations.

However, due to the inherent uncertainty associated with such matters, there can be no assurance that the final outcomes of these matters will not be materially different than currently estimated.

 

F-14


Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

TRANSLATION OF NON-U.S. SUBSIDIARIES

The balance sheets of subsidiaries with functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates.

The statement of operations of these subsidiaries is translated into U.S. dollars using the average exchange rates for the year. Translation differences are reflected in equity as a component of OCI.

RECEIVABLES AND LIABILITIES IN NON-FUNCTIONAL CURRENCIES

Receivables and liabilities not denominated in functional currencies are converted at year-end exchange rates. Net transaction gains/(losses) that are reflected in the Combined Statements of Operations amounted to $(3.0) million in 2017, $(1.4) million in 2016 and $7.0 million in 2015. These are recorded in operating income if they relate to operational receivables and liabilities or are recorded in other non-operating items, net if they relate to financial receivables and liabilities.

NET PARENT INVESTMENT

Veoneer’s equity on the Combined Balance Sheets represents Autoliv’s net investment in the Veoneer business and is presented as “Net Parent Investment” in lieu of stockholders’ equity. The Combined Statements of Changes in Parent Equity include net cash transfers and other property transfers between Autoliv and Veoneer as well as intercompany receivables and payables between Veoneer and other Autoliv affiliates that were deemed settled on a current basis. Autoliv performs cash management and other treasury-related functions on a centralized basis for nearly all of its legal entities, which includes Veoneer. The Net Parent Investment account includes assets and liabilities incurred by Autoliv on behalf of Veoneer such as accrued liabilities related to corporate allocations including shared services and infrastructure provided. These costs include information technology, accounting, legal, real estate and facilities, corporate advertising, risk and insurance services, treasury, shareholder services and other corporate and infrastructure services. Other assets and liabilities recorded by Autoliv, whose related income and expenses have been pushed down to Veoneer, are also included in Net Parent Investment.

All transactions reflected in Net Parent Investment in the accompanying Combined Balance Sheets have been considered cash receipts and payments for purposes of the Combined Statements of Cash Flows and are reflected in financing activities in the accompanying Combined Statements of Cash Flows.

Earnings per share data has not been presented in the accompanying Combined Financial Statements because Veoneer does not operate as a separate legal entity with its own capital structure.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-09, Compensation-Stock Compensation (Topic 718) – Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless (a) the fair value of the modified award is the same as the fair value of the original award, (b) the vesting conditions of the modified award are the same as the vesting conditions of the original award and (c) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in

 

F-15


Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

ASU 2017-09 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not been issued. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The Company early adopted ASU 2017-09 in the second quarter beginning April 1, 2017. As this standard is prospective in nature, the impact to the Company’s financial statements will depend on the nature of the Company’s future award modifications. There have been no modifications to awards to date in 2017.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715)—Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the service cost component to be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the Combined Statements of Operations separately from the service cost component and outside operating income. The amendments in ASU 2017-07 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the Combined Statements of Operations. The Company is adopting ASU 2017-07 in the interim period beginning January 1, 2018 and has concluded that the standard will not have a material impact on the Combined Financial Statements for any periods presented.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Instead, entities should perform annual or interim goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the excess of carrying amount over the fair value of the respective reporting unit. The amendments in ASU 2017-04 are effective for public business entities for annual or interim goodwill impairment tests in annual periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted ASU 2017-04 effective January 1, 2017. As this standard is prospective in nature, the impact to the Company’s financial statements by not performing step two to measure the amount of any potential goodwill impairment will depend on various factors. However, the elimination of step two reduces the complexity and cost of the subsequent measurement of goodwill. This new standard was applied in conjunction with assessing Goodwill impairment as discussed in Note 2.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805)—Clarifying the Definition of a Business, which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The amendments in ASU 2017-01 are effective for public business entities for annual periods beginning after December 15, 2017, and interim periods within those periods. ASU 2017-01 should be applied prospectively. Early adoption is permitted. The Company early adopted ASU 2017-01 effective January 1, 2017 for new transactions that have not been reported in financial statements that have been issued or made available for issuance. As this standard is prospective in nature, the impact to the Company’s financial statements will depend on the nature of the Company’s future acquisitions. This new standard was applied in conjunction with the

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Zenuity joint venture and the Fotonic i Norden dp AB acquisition as discussed in Note 8 and Note 3, respectively, to the Combined Financial Statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740)—Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Consequently, the amendments in this ASU 2016-16 eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of ASU 2016-16 are intellectual property and property, plant, and equipment. The amendments in ASU 2016-16 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2016-16 should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company believes that the pending adoption of ASU 2016-16 will not have a material impact on the Company’s Combined Financial Statements based on transactions in the ordinary course of business. The Company will finalize its analysis in the first quarter of 2018.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments, which provides guidance on reducing the diversity in practice on eight cash flow classification issues and how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 are effective for public business entities for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the annual period that includes that interim period. The amendments in ASU 2016-15 should be applied using a retrospective transition method to each period presented. The Company early adopted ASU 2016-15 effective January 1, 2017. The adoption of ASU 2016-15 did not have a material impact on the Company’s Combined Financial Statements for any period presented.

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

In March 2016, the FASB issued ASU 2016-09, Compensation— Stock Compensation (Topic 718), which simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The Company adopted ASU 2016-09 effective January 1, 2017 and has elected to recognize forfeitures as they occur. The adoption of ASU 2016-09 did not have a material impact on the combined financial statements for any period presented.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 affects any entity that enters into a lease, with some specified scope exceptions. For public business entities, the amendments in ASU 2016-02 are effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early application is permitted for all entities. The Company is currently evaluating the impact of adopting ASU 2016-02 on its combined financial statements, which will require right of use assets and lease liabilities be recorded in the combined balance sheet for operating leases.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330), which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016 and should be applied prospectively. The adoption of ASU 2015-11 did not have a material impact on the Combined Financial Statements for any periods presented.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance issued by the FASB, including industry specific guidance. In 2016, the FASB issued accounting standard updates to address implementation issues and to clarify guidance in certain areas. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, ASU 2014-09 requires certain additional disclosure around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is adopting ASU 2014-09 in the annual period beginning January 1, 2018 and will utilize the modified retrospective (cumulative effect) transition method. The Company intends to apply the modified retrospective transition method through a cumulative adjustment to equity.

The Company’s implementation of this standard includes a project management framework that includes a dedicated lead project manager and a cross-functional project steering committee responsible for assessing the impact that the new standard will have on the Company’s accounting, financial statement presentation and disclosure for contracts with customers. The team continues to identify changes to business processes, systems and controls to support recognition, presentation and disclosure under the new standard.

The Company has drafted its accounting policy for the new standard based on a detailed review of its business and contracts. While the Company continues to assess all potential impacts of the new standard, the Company does not currently expect that the adoption of the new revenue standard will have a material impact on the Company’s net sales, net income, or balance sheet.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

3. Business Combinations

Business combinations generally take place to either gain key technology or strengthen Veoneer’s position in a certain geographical area or with a certain customer. The results of operations and cash flows from the Company’s acquisitions have been included in the Company’s Combined Financial Statements prospectively from their date of acquisition.

Fotonic i Norden dp AB

On November 1, 2017, Autoliv completed the acquisition of all the shares in Fotonic i Norden dp AB (Fotonic), headquartered in Stockholm and Skellefteå in Sweden. The preliminary acquisition date fair value of the total consideration transferred was $16.9 million, consisting of a $14.5 million cash payment and $2.4 million of deferred purchase consideration, payable at the 18 month anniversary of the closing date. The deferred purchase consideration reflects the holdback amount as stipulated in the share purchase agreement. The transaction has been accounted for as a business combination.

Fotonic provides Lidar and Time of Flight camera expertise and the acquisition included 35 Lidar and Time of Flight engineering experts, in addition to defined tangible and intangible assets. The strength of the acquired competence is on the Lidar and Time of Flight camera hardware side which form a complement to Autoliv’s skillset in the Lidar software and algorithms area. Lidar technology is an enabling technology for Highly Automated Driving and considered the primary sensor by all system developers. Fotonic is being reported in the Electronics segment.

The net assets acquired as of the acquisition date amounted to $16.9 million. The estimated fair values of identifiable assets acquired consisted of Intangible assets of $3.8 million and Goodwill of $13.4 million, and the estimated fair value of liabilities assumed consisted of Other current liabilities of $0.3 million. The purchase price allocation is preliminary pending completion of final valuations. Acquired Intangibles consisted of the fair value of background IP (patent & technical know-how). The useful life of the IP is five years and will be amortized on a straight-line basis. The recognized goodwill primary reflects the valuation of the acquired workforce of specialist engineers.

Autoliv-Nissin Brake Systems

On March 31, 2016, the Company acquired a 51% interest in the entities that formed Autoliv-Nissin Brake Systems (Brake Systems) for approximately $262.5 million in cash. This entity comprises the Company’s Brake Systems Segment. Brake Systems designs, manufactures and sells products in the brake control and actuation systems business. Nissin Kogyo retained a 49% interest in the entities that formed Brake Systems. The Company has management and operational control of Brake Systems and has consolidated the results of operations and balance sheet from Brake Systems from the date of the acquisition forward. The transaction was accounted for as a business combination.

The acquisition combined Nissin Kogyo’s expertise and technology in brake control and actuation systems with Autoliv’s global reach and customer base to create a global competitive offering in the growing global Brake Systems market. Brake Systems is expected to further strengthen the Company’s role as a system supplier of products and systems for autonomous driving vehicles. From the date of the acquisition through December 31, 2016, the Brake Systems business reported net sales of $391.1 million and a net loss attributable to controlling interest of $5.0 million. The net loss attributable to the non-controlling interest was $7.0 million. The operating loss from the date of the acquisition through December 31, 2016 included $0.9 million of purchase accounting

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

inventory fair value step-up adjustments in cost of sales upon the sale of acquired inventory. The total purchase accounting inventory fair value step-up adjustments included in the balance sheet at the acquisition date were $0.9 million.

Total Brake Systems acquisition related costs were approximately $3.5 million for the year ended December 31, 2015 and approximately $2.0 million for the year ended December 31, 2016. These costs were reflected in Selling, general and administrative expenses in the Combined Statements of Operations.

The acquisition date fair value of the consideration transferred for the Company’s 51% interest in the entities that formed Brake Systems was $262.5 million in a cash transaction.

The following table summarizes the finalized fair values of identifiable assets acquired and liabilities assumed as of March 31, 2016 (in millions):

 

Assets:

  

Cash and cash equivalents

   $ 37.7  

Receivables

     1.5  

Inventories

     33.0  

Other current assets

     7.9  

Property, plant and equipment

     138.5  

Other non-current assets

     0.3  

Intangibles

     112.1  

Goodwill

     234.7  
  

 

 

 

Total assets

   $ 565.7  

Liabilities:

  

Accounts payable

   $ 6.0  

Other current liabilities

     23.1  

Pension liabilities

     9.1  

Other non-current liabilities

     12.7  
  

 

 

 

Total liabilities

   $ 50.9  

Net assets acquired

   $ 514.8  

Less: Non-controlling interest

   $ (252.3
  

 

 

 

Controlling interest

   $ 262.5  

Acquired Intangibles primarily consisted of the fair value of customer contracts of $50.7 million and certain technology of $61.4 million. The customer contracts will be amortized straight-line over 7 years and the technology will be amortized straight-line over 10 years.

The recognized goodwill of $234.7 million reflects expected synergies from combining Autoliv’s global reach and customer base with Nissin Kogyo’s expertise (including workforce) and technology in brake control and actuation systems. A portion of the goodwill is deductible for tax purposes.

Veoneer recognized related party short term debt of $3.5 million as of December 31, 2016, due to financing at Autoliv Nissan Brake Systems China Zhongshan (a 51% owned subsidiary). This $3.5 million debt facility was wholly repaid as of December 31, 2017.

In the fourth quarter of 2017, the Company recognized an impairment charge of the full goodwill amount of $234.2 million (after consideration of foreign exchange rate impact) related to Brake Systems (see Note 10). The

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Company estimated the fair value of Brake Systems using the discounted cash flow method, taking into account expected long-term operating cash-flow performance. The primary driver of the goodwill impairment was due to the lower expected long-term operating cash flow performance of the business unit as of the measurement period. The Company also assessed any potential impairment of acquired Brake Systems intangible assets comparing the undiscounted future cash flows to the carrying value of the assets. The undiscounted cash flow test indicated no impairment of the acquired intangible assets.

M/A-COM Automotive Solutions Business

On August 17, 2015, the Company completed the acquisition of the “Automotive Solutions” business of M/A-COM Technology Solutions Holdings, Inc. (MACOM) headquartered in Lowell, Massachusetts, which is a carve-out of the automotive business of MACOM, through the acquisition of all of the shares of M/A-COM Auto Solutions, Inc., a MACOM subsidiary, for $98.9 million in cash (as adjusted), $14.6 million of deferred purchase price payable over two years, plus up to an additional $25.0 million in cash based on the achievement of revenue based earn-out targets through September 30, 2019. The transaction has been accounted for as a business combination.

The “Automotive Solutions” business of MACOM is a supplier of integrated, embedded Global Positioning System (GPS) modules to the automotive industry. The business includes technical, commercial and manufacturing support employees focused on the design, development and production of GPS modules. Other technologies and intellectual property acquired in the transaction are various Radio Frequency (RF) and antenna products (hardware and software) and Electronic Horizon, which is an advanced driver assistance system connecting navigation and GPS data to improve safety, fuel efficiency and reduce emissions. The acquisition expands the Company’s capability in the Active Safety market and provides additional building blocks to its portfolio in automated driving.

The operating results of the MACOM “Automotive Solutions” business have been included in the Combined Statements of Operations since the date of the acquisition. From the date of the acquisition through December 31, 2015, the MACOM “Automotive Solutions” business reported net sales and operating income of $30.1 million and $0.7 million, respectively. Operating income from the date of the acquisition through December 31, 2015, included $1.7 million of purchase accounting inventory fair value step-up adjustments in cost of sales upon the sale of acquired inventory. The total purchase accounting inventory fair value step-up adjustments included in the balance sheet at the acquisition date was $1.7 million.

The acquisition related costs were approximately $0.7 million and were accounted for as Selling, general and administrative expenses in the Combined Statements of Operations.

The fair value of acquired accounts receivable, net was determined to be $11.5 million as of the acquisition date. The gross contractual amounts receivable of $12.2 million included $0.7 million that was not expected to be collected. The acquisition date fair value of the total consideration transferred is presented in the table below (in millions):

 

     17-Aug-15  
     Fair value  

Acquisition consideration

  

Cash

   $ 98.9  

Earn-out

     25.0  

Deferred purchase consideration

     14.6  

Total consideration transferred

   $ 138.5  

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The fair value of the earn-out of $25 million is based on a range of estimated probability of revenue scenarios. The fair value of the earn-out and deferred purchase consideration were determined using the discounted cash flow method of the income approach. The estimated undiscounted outcomes are in the range of $18-30 million. The Company adjusted the fair value of the earn-out liability to $14 million in the first quarter of 2017, based on actual revenue levels as well as changes in the estimated probability of different revenue scenarios for the remaining contractual earn-out period.

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of August 17, 2015 (in millions):

 

     Fair Value  

Assets:

  

Receivables

   $ 11.5  

Inventories

     6.0  

Other current assets

     0.1  

Property, plant and equipment

     0.1  

Intangibles

     44.2  

Goodwill

     84.5  

Total assets

   $ 146.4  

Liabilities:

  

Accounts payable

   $ 7.6  

Accrued expenses

     0.3  

Total liabilities

   $ 7.9  

Net assets acquired

   $     138.5  

Acquired Intangibles consisted of the fair value of a customer contract of $37.2 million and certain technology and intellectual property of $7.0 million. The remaining useful life of the customer contract at acquisition was four years and will be amortized on an accelerated method that corresponds with the relative value of the expected cash flows during the remaining life of the contract. At the end of the first quarter of 2017 the Company received information related to a contract with an OEM customer of MACOM products that resulted in an impairment trigger of the customer intangible asset as well as a renewed assessment of the earn-out liability. In the first quarter of 2017, the Company recognized an impairment charge to amortization of intangibles in the Combined Statements of Operations for a customer contract of $12 million related to the MACOM acquisition (see Note 10 below).

The technology and intellectual property will be amortized straight-line over 7.5 years.

The recognized goodwill of $84.5 million reflects expected synergies from combining the Active Safety operations of the Company and the acquired “Automotive Solutions” business from MACOM and intangible assets that do not qualify for separate recognition. The goodwill is expected to be fully deductible for tax purposes and has been assigned to the Electronics segment.

4. Fair Value Measurements

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

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

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The fair value of the contingent consideration relating to the MACOM acquisition is re-measured on a recurring basis. The Company has determined that this contingent consideration resides within Level 3 of the fair value hierarchy. The Company adjusted the fair value of the earn-out liability to $14 million in the first quarter of 2017 based on actual revenue levels to date as well as changes in the estimated probability of different revenue scenarios for the remaining contractual earn-out period. Income of $13 million was recognized within Other income (expense), net in the Combined Statements of Operations in the first quarter of 2017 due to the decrease in the contingent consideration liability. The reduced earn-out liability was largely offset by the impairment charge for a customer contract related to the MACOM acquisition as discussed below. The fair value of the earn-out liability remains unchanged at $14 million as of December 31, 2017 based on the fair value calculation at that date (for further information, see Note 3). The fair value of the earn-out liability was $27 million as of December 31, 2016.

The Company uses derivative financial instruments, “derivatives”, as part of its debt management to mitigate the market risk that occurs from its exposure to changes in foreign exchange rates. The Company does not enter into derivatives for trading or other speculative purposes. The Company’s use of derivatives is in accordance with the strategies contained in the Company’s overall financial policy. The derivatives outstanding at December 31, 2017 and 2016 were foreign exchange forward contracts. The forward contracts are designated as cash flow hedges of certain external purchases. All derivatives are recognized in the combined financial statements at fair value. Certain derivatives are from time to time designated either as fair value hedges or cash flow hedges in line with the hedge accounting criteria.

When a hedge is classified as a fair value hedge, the change in the fair value of the hedge is recognized in the Combined Statements of Operations along with the off-setting change in the fair value of the hedged item. When a hedge is classified as a cash flow hedge, any change in the fair value of the hedge is initially recorded in equity as a component of OCI and reclassified into the Combined Statements of Operations when the hedge transaction affects net earnings. The Company uses the forward rate with respect to the measurement of changes in fair value of cash flow hedges when revaluing foreign exchange forward contracts.

The degree of judgment utilized in measuring the fair value of the instruments generally correlates to the level of pricing observability. Pricing observability is impacted by a number of factors, including the type of asset or liability, whether the asset or liability has an established market and the characteristics specific to the transaction. Instruments with readily active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment utilized in measuring fair value.

Under existing GAAP, there is a disclosure framework hierarchy associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows:

Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Level 3—Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The Company’s derivatives are classified as Level 2 of the fair value hierarchy and there were no transfers between the levels during this or comparable periods.

The tables below present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016. The carrying value is the same as the fair value as these instruments are recognized in the combined financial statements at fair value. Although the Company is party to close-out netting agreements (ISDA agreements) with all derivative counterparties, the fair values in the tables below and in the Combined Balance Sheets at December 31, 2017 and December 31, 2016 have been presented on a gross basis. According to the close-out netting agreements, transaction amounts payable to a counterparty on the same date and in the same currency can be netted. However, there is no netting since there are no offsetting contracts.

DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS

The derivatives designated as hedging instruments outstanding at December 31, 2017 are foreign exchange forward contracts, classified as cash flow hedges. For 2017, the cumulative gains and losses recognized in OCI on the cash flow hedges are a loss of $3.8 million (net of taxes). For 2017, the gains and losses reclassified from OCI and recognized in the Combined Statements of Operations are a gain of $5.1 million (net of taxes). Any ineffectiveness in 2017 was not material. The derivatives designated as hedging instruments outstanding at December 31, 2016 were foreign exchange forward contracts, classified as cash flow hedges. For 2016, the cumulative gains and losses recognized in OCI on the cash flow hedges were a gain of $9.1 million (net of taxes). For 2016, the gains and losses reclassified from OCI and recognized in the Combined Statements of Operations were a gain of $1.2 million (net of taxes). Any ineffectiveness in 2016 was not material. For 2015, the gains and losses reclassified from OCI and recognized in the Combined Statements of Operations were a gain of $0.4 million (net of taxes). The estimated net amount of the existing gains or losses at December 31, 2017 that is expected to be reclassified from OCI and recognized in the Combined Statements of Operations within the next twelve months is a loss of $0.8 million (net of taxes).

 

    31-Dec-17     31-Dec-16  
          Fair Value Measurements           Fair Value Measurements  

DERIVATIVES

DESIGNATED

AS HEDGING

INSTRUMENTS

  Nominal
Value
    Derivative
Asset
(Other current/

non current
assets)
    Derivative
Liability
(Other current/

non current
liabilities)
    Nominal
Value
    Derivative
Asset
(Other current/

non current
assets)
    Derivative
Liability
(Other current/

non current
liabilities)
 

Foreign exchange forward contracts, less than 1 year (cash flow hedge)

  $ 66.6     $ 0.4     $ 1.3     $ 74.0     $ 7.6     $ 0.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Foreign exchange forward contracts, less than 2 years (cash flow hedge)

    —         —         —         10.8       0.0       0.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

  $ 66.6     $ 0.4     $ 1.3     $ 84.8     $ 7.6     $ 0.5  

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

In the first quarter of 2018, the Company decided to terminate the above described cash flow hedging program. The impact of the settlement of these hedges is not expected to be material.

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a non-recurring basis, including long-lived assets.

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

The table below presents information about certain of the Company’s long-lived assets measured at fair value on a nonrecurring basis.

 

     31-Dec-17      31-Dec-16  
     Fair Value
measurements
Level 3
     Impairment
losses
     Fair Value
measurements
Level 3
     Impairment
losses
 

Goodwill 1)

   $ 291.7      $ (234.2    $ 490.1      $ —    

Intangible assets, net 2)

     122.2        (12.0      163.0        —    

 

1)  In 2017, goodwill related to ANBS was fully written down resulting in an impairment loss of $234.2 million, which was included in earnings for the period (See Note 10). This impairment charge was the result of a level 3 fair value measurement. Our total goodwill was $291.7 million and $490.1 million as of December 31, 2017 and 2016, respectively; however, the remaining balance was not adjusted to fair value on a nonrecurring basis as impairment indicators did not exist.
2)  In 2017, the Company performed a Level 3 fair value measurement of a contract intangible asset related to an OEM customer of M/A-COM products. This measurement resulted in an impairment charge of $12 million to reduce the intangible asset value to an amount that would be realized over the remaining contract period. At December 31, 2017 the intangible value related to this customer contract was fully amortized (See Note 10). Our total intangible assets were $122.2 million and $163.0 million as of December 31, 2017 and 2016, respectively; however, the remaining balance was not adjusted to fair value on a nonrecurring basis as impairment indicators did not exist.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

5. Income Taxes

 

INCOME BEFORE TAXES    2017      2016      2015  

U.S.

   $ (200.2    $ (78.0    $ (51.5

Non-U.S.

     (114.0      56.2        43.3  
  

 

 

    

 

 

    

 

 

 

Total

   $ (314.2    $ (21.8    $ (8.2
  

 

 

    

 

 

    

 

 

 

 

PROVISION FOR INCOME TAXES

   2017      2016      2015  

Current

        

Non-U.S.

   $ 40.3      $ 40.5      $ 20.3  

Deferred

        

U.S. federal

     (0.9      1.5        1.2  

Non-U.S.

     (9.4      (3.7      0.3  

U.S. state and local

     0.1        —          —    
  

 

 

    

 

 

    

 

 

 

Total income tax expense

   $     30.1      $     38.3      $     21.8  
  

 

 

    

 

 

    

 

 

 

 

EFFECTIVE INCOME TAX RATE

   2017      2016      2015  

U.S. federal income tax rate

   $ (110.0    $ (7.6    $ (2.8

Goodwill impairment

     12.7        —          —    

Foreign tax rate variances

     9.2        (2.2      (0.2

Tax credits

     (10.0      (8.5      (8.0

Change in Valuation Allowances

     61.9        51.4        30.2  

Non-Controlling Interest

     21.0        0.8        —    

State taxes, net of federal benefit

     (1.7      (0.5      (0.4

Changes in tax reserves

     0.2        0.1        0.1  

Earnings of equity investments

     6.7        —          —    

Withholding taxes

     3.5        4.0        2.0  

Domestic perm items

     0.9        1.1        0.7  

Change in U.S. tax rate

     35.1        —          —    

Other, net

     0.6        (0.3      0.2  
  

 

 

    

 

 

    

 

 

 

Provision for income taxes

   $ 30.1      $ 38.3      $ 21.8  

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Act makes broad and complex changes to the U.S. tax code, including reducing the U.S. federal corporate income tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred and creates new taxes on certain foreign sourced earnings. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) on December 22, 2017. SAB 118 allows for a measurement period in which companies can either use provisional estimates for changes resulting from the Tax Act or apply the tax laws that were in effect immediately prior to the Tax Act being enacted if estimates cannot be determined at the time of the preparation of the financial statements until the actual impacts can be determined. The Company has completed the Company’s accounting for the effects on the Company’s existing deferred tax balances. Due to the full valuation allowance related to the Company’s U.S. operations, the impact to deferred taxes had a net zero impact to the Company except as it relates to a deferred tax liability for goodwill. The Company has not been able to make a reasonable estimate of the one-time transition tax and therefore has not recorded a provisional amount for this item. Since the Company has not been able to make a reasonable estimate, the Company continues to account for these items based on the Company’s existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Deferred tax assets and liabilities: The Company remeasured deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. Due to the history of US losses, all deferred tax balances as of December 31, 2017 are expected to reverse at 21% for Federal income tax purposes. The Company’s net deferred tax assets were reduced by $35.1 million with a corresponding valuation allowance reduction of $35.1 million.

Foreign tax effects: The one-time transition tax is based on total post-1986 earnings and profits (E&P) of the US taxpayer. As of December 31, 2017, a significant portion of the Company’s operations are part of an existing Autoliv legal entity. Prior to 2015, the Company did not maintain separate books and records for the Veoneer operations and it is not possible to compute the Company’s historic E&P on a separate company basis back to the start of Veoneer’s operations. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. The Company has not maintained separate historic bank accounts for Veoneer which would be required to compute the tax. Therefore, the Company is not able to compute a reasonable estimate of the one-time tax. The Company also has generated significant losses in the U.S. which would reduce the liability to zero. Therefore, for purposes of the carve-out financials, the Company has not recorded the impact of the one-time transition tax.

Global Intangible Low Taxed Income (“GILTI”): The Tax Act creates a new requirement that certain income (i.e., GILTI) earned by foreign subsidiaries must be included currently in the gross income of the U.S. shareholder. Due to the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, the Company is permitted to make an accounting policy election to either treat taxes due on future inclusions in U.S. taxable income related to GILTI as a current-period expense when incurred or to factor such amounts into the Company’s measurement of deferred taxes. The Company has not yet completed the analysis of the GILTI tax rules primarily due to a lack of guidance from the U.S. Treasury Department and are not yet able to reasonably estimate the effect of this provision of the Tax Act or make an accounting policy election for ASC 740 treatment of the GILTI tax. Therefore, the Company has not recorded any amounts related to potential GILTI tax in the Company’s financial statements and have not yet made a policy decision regarding whether to record deferred taxes on GILTI.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. On December 31, 2017, the Company had net operating loss carryforwards (NOL’s) of approximately $462.3 million, of which approximately $176.0 million have no expiration date. The remaining losses expire on various dates through 2037. The Company also has $7.7 million of U.S. Research and Development Credit carry forwards, which begin to expire in 2037 and $0.8 million of other credits which do not expire. These NOLs and credits have been determined on the basis of the carve-out financials. Approximately $92 million of these NOLs have been reported on an income tax return filed with a taxing authority and will carryforward to the Company after separating from the Parent. The remaining NOLs and credits have not been reported on a filed income tax return and will not carryforward to the Company after separating from the Parent.

The Company assesses all available evidence, both positive and negative, to determine the amount of any required valuation allowance. Valuation allowances have been established for the Company’s US, Swedish and German operations and the Company’s joint venture in Japan. Such allowances are provided against each entity’s net deferred tax assets, primarily NOL’s, due to a history of cumulative losses.

The Company has reserves for income taxes that represent the Company’s best estimate of the potential liability for tax exposures. Inherent uncertainties exist in estimates of tax exposures due to changes in tax law, both legislated and concluded through the various jurisdictions’ court systems. Any income tax liabilities resulting

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

from operations prior to the anticipated legal date of separation, are assumed to be settled with Parent on the last day Veoneer is part of the Autoliv group and will be relieved through the Parent company investment. The Company files income tax returns in the United States federal jurisdiction, and various states and non-U.S. jurisdictions as part of the Parent’s income tax filings.

Since the Company’s operations are generally part of an existing Autoliv legal entity, the existing Autoliv legal entity is the primary obligor and will be responsible for handling any income tax audit and settling any audits with the taxing authority. To the extent that the Company has accrued a liability for an uncertain tax position, such liabilities will be settled with Parent on the last day the Company is part of the Parent’s group and will be relieved through the Parent company investment.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in tax expense. As of December 31, 2017, the Company had recorded $2.3 million for unrecognized tax benefits. Of the total unrecognized tax benefits of $2.3 million recorded at December 31, 2017, $0.4 million is classified as non-current tax payable included in Other Non-Current Liabilities on the Combined Balance Sheets. The remainder relates to certain deferred tax assets which have not been used to reduce a tax liability on a filed income tax return. Approximately $0.4 million of these reserves would impact income tax expense if released into income.

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

 

UNRECOGNIZED TAX BENEFITS

   2017      2016      2015  

Unrecognized tax benefits at beginning of year

   $ 1.5      $ 0.7      $ —    

Increases as a result of tax positions taken during the current period

     0.8        0.8        0.7  
  

 

 

    

 

 

    

 

 

 

Total unrecognized tax benefits at end of year

   $     2.3      $     1.5      $     0.7  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The tax effect of temporary differences and carryforwards that comprise significant portions of deferred tax assets and liabilities were as follows:

 

DEFERRED TAXES

DECEMBER 31

   2017      2016      2015  

Assets

        

Provisions

   $ 43.6      $ 25.6      $ 16.1  

Costs capitalized for tax

     2.2        9.3        6.3  

Property, plant and equipment

     —          0.5        1.4  

Acquired intangibles

     12.0        —          —    

Tax receivables, principally NOL’s

     121.4        69.0        20.4  

Credits

     8.5        5.0        4.0  

Other

     0.1        0.2        1.9  
  

 

 

    

 

 

    

 

 

 

Deferred tax assets before allowances

   $ 187.8      $ 109.6      $ 50.1  

Valuation allowances

     (150.4      (90.1      (39.8
  

 

 

    

 

 

    

 

 

 

Total

   $ 37.4      $ 19.5      $ 10.3  
  

 

 

    

 

 

    

 

 

 

Liabilities

        

Acquired intangibles

   $ —        $ (6.3    $ (1.5

Property, plant and equipment

     (8.4      —          —    

Statutory tax allowances

     (5.9      (7.3      (5.8

Distribution taxes

     (8.0      (4.0      (1.7

Other

     (2.0      —          —    
  

 

 

    

 

 

    

 

 

 

Total

   $ (24.3    $ (17.6    $ (9.0
  

 

 

    

 

 

    

 

 

 

Net deferred tax asset

   $ 13.1      $ 1.9      $ 1.3  

The Company has recorded a deferred tax asset of $30.4 million and $19.1 million for the years ended December 31, 2017 and December 31, 2016 respectively in “Investments and other non-current assets” and $17.3 million and $17.2 million of deferred tax liabilities for the years ended December 31, 2017 and December 31, 2016 respectively in “Other non-current liabilities” on the balance sheet.

The following table summarizes the activity related to the Company’s valuation allowances:

 

VALUATION ALLOWANCES AGAINST DEFERRED TAX ASSETS

DECEMBER 31

   2017      2016      2015  

Allowances at beginning of year

   $ 90.1      $ 39.8      $ 8.8  

Benefits reserved current year

     97.8        50.6        31.0  

Benefits recognized current year

     (3.5      (0.3      —    

Change in U.S. Tax rate

     (35.1      —          —    

Translation difference

     1.1        —          —    
  

 

 

    

 

 

    

 

 

 

Allowances at end of year

   $ 150.4      $ 90.1      $ 39.8  

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

6. Receivables

 

     2017      2016      2015  

DECEMBER 31

        

Receivables

   $ 462.6      $ 448.7      $ 310.9  

Allowance at beginning of year

   $ (3.7    $ (2.2    $ (2.2

Reversal of allowance

     1.5        0.4        0.2  

Addition to allowance

     —          (2.1      (0.3

Write-off against allowance

     0.3        —          —    

Translation difference

     (0.2      0.2        0.1  
  

 

 

    

 

 

    

 

 

 

Allowance at end of year

   $ (2.1    $ (3.7    $ (2.2
  

 

 

    

 

 

    

 

 

 

Total receivables, net of allowance

   $ 460.5      $ 445.0      $ 308.7  
  

 

 

    

 

 

    

 

 

 

7. Inventories

 

     2017      2016      2015  

DECEMBER 31

 

Raw material

   $ 90.0      $ 91.6      $ 77.1  

Work in progress

     21.4        23.8        11.6  

Finished products

     70.0        73. 8        67.4  
  

 

 

    

 

 

    

 

 

 

Inventories

   $ 181.4      $ 189.2      $ 156.1  

Inventory reserve at beginning of year

   $ (24.8    $ (21.7    $ (14.5

Reversal of reserve

     4.7        0.9        1.3  

Addition to reserve

     (6.2      (10.2      (10.5

Write-off against reserve

     1.4        5.1        0.8  

Translation difference

     (2.3      1.1        1.2  

Inventory reserve at end of year

   $ (27.2    $ (24.8    $ (21.7
  

 

 

    

 

 

    

 

 

 

Total inventories, net of reserve

   $ 154.2      $ 164.4      $ 134.4  
  

 

 

    

 

 

    

 

 

 

8. Investments and Other Non-current Assets

 

     2017      2016  

DECEMBER 31

 

Equity method investments

   $ 97.7      $ —    

Deferred tax assets

     30.4        19.1  

Other non-current assets

     33.9        16.9  
  

 

 

    

 

 

 

Investments and other non-current assets

   $ 162.0      $ 36.0  
  

 

 

    

 

 

 

As of December 31, 2017, the Company has one equity method investment.

On April 18, 2017, Autoliv and Volvo Cars completed the formation of their joint venture, Zenuity AB. Autoliv made a cash contribution of SEK 1 billion ($111.5 million as of April 18, 2017) and also contributed intellectual property, lab equipment and an assembled workforce. Autoliv and Volvo Cars each have a 50% ownership of Zenuity and neither entity has the ability to exert control over the joint venture, in form or in substance. Autoliv

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

has accounted for its investment in Zenuity under the equity method and the investment is shown in the line item Investments and other non-current assets in the Combined Balance Sheets. The contributed intellectual property, lab equipment, and an assembled workforce have been assessed to constitute a business as defined by ASU 2017–01, Business Combinations (Topic 805)—Clarifying the Definition of a Business. FASB ASC Topic 810, Consolidation states that when a group of assets that constitute a business is derecognized, the carrying amounts of the assets and liabilities are removed from the Combined Balance Sheets. The investor would recognize a gain or loss based on the difference between the sum of the fair value of any consideration received less the carrying amount of the group of assets and liabilities contributed at the date of the transaction. The equity value of Zenuity on the date of the closing of the transaction of approximately $250.0 million has been calculated using the discounted cash flow method of the income approach. Autoliv’s 50% share of the equity value, approximately $125 million, represents its investment in Zenuity, including its cash contribution at inception. The Company recorded a gain of approximately $11 million in 2017 based on the difference between Autoliv’s share of Zenuity’s equity value less the carrying value of the group of assets and liabilities derecognized. Autoliv believes that the calculated fair value represents its best estimate of the equity value of Zenuity considering the expected synergies to be achieved with the joint venture from the contributed assets including synergies of future combined Research & Development leading to the next generation of autonomous driving software. The profit and loss attributed to the investment is shown in the line item loss from equity method investments in the Combined Statements of Operations. Autoliv’s share of Zenuity’s loss for 2017 were $30.7 million. As of December 31, 2017, the Company’s equity investment in Zenuity amounted to $97.7 million after consideration of foreign exchange movements.

Other non-current assets include capitalized amounts as a result of agreements with certain customers, which will be amortized as the related goods are transferred.

9. Property, Plant and Equipment

 

DECEMBER 31    2017      2016      Estimated
life
 

Land and land improvements

   $ 20.2      $ 18.5        n/a to 15  

Machinery and equipment

     609.7        509.1        3-8  

Buildings

     75.8        52.0        20-40  

Construction in progress

     72.4        67.3        n/a  
  

 

 

    

 

 

    

Property, plant and equipment

   $ 778.1      $ 646.9     

Less accumulated depreciation

     (416.2      (319.8   
  

 

 

    

 

 

    

Net of depreciation

   $ 361.9      $ 327.1     
  

 

 

    

 

 

    
DEPRECIATION INCLUDED IN    2017      2016      2015  

Cost of sales

   $ 58.2      $ 51.3      $ 32.7  

Selling, general and administrative expenses

     2.1        1.0        0.7  

Research, development and engineering expenses, net

     21.5        18.7        9.9  
  

 

 

    

 

 

    

 

 

 

Total

   $ 81.8      $ 71.0      $ 43.3  
  

 

 

    

 

 

    

 

 

 

No significant fixed asset impairments were recognized during 2017, 2016 or 2015.

The net book value of machinery and equipment and buildings and land under capital lease contracts was $11.4 million and $15.1 million as of December 31, 2017, and December 31, 2016, respectively.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

10. Goodwill and Intangible Assets

 

     Total      Electronics
Segment
     Brake Systems
Segment
 

GOODWILL

        

Carrying amount at December 31, 2015

   $ 278.0      $ 278.0      $ —    

Acquisition

     217.8        —          217.8  

Translation differences

     (5.7      —          (5.7
  

 

 

    

 

 

    

 

 

 

Carrying amount at December 31, 2016

   $ 490.1      $ 278.0      $ 212.1  

Acquisition

     30.3        13.4        16.9  

Goodwill impairment charge

     (234.2      —          (234.2

Translation differences

     5.5        0.3        5.2  
  

 

 

    

 

 

    

 

 

 

Carrying amount at December 31, 2017

   $ 291.7      $ 291.7      $ —    
  

 

 

    

 

 

    

 

 

 

The goodwill recognized in 2016 of $217.8 million is related to the acquisition of Autoliv Nissin Brake Systems. Of the $30.3 million of goodwill recognized in 2017, $13.4 million is related to the Fotonic acquisition in the fourth quarter of 2017 and $16.9 million is related to the finalization of the purchase price allocation for the Brake Systems acquisition in the first quarter of 2017 (see Note 3). In the fourth quarter of 2017, the Company recognized an impairment charge of the full goodwill amount of $234.2 million, after consideration of foreign exchange movements, related to Brake Systems (see table above). The Company estimated the fair value of Brake Systems using the discounted cash flow method, taking into account expected long-term operating cash-flow performance. The primary driver of the goodwill impairment was due to the lower expected long-term operating cash flow performance of the business unit as of the measurement date. For more information regarding the Company’s impairment testing, see section “Goodwill and Intangible Assets” in Note 2.

 

AMORTIZABLE INTANGIBLES    2017      2016  

Gross carrying amount

   $ 260.0      $ 260.3  

Accumulated amortization

     (137.8      (97.3
  

 

 

    

 

 

 

Carrying value

   $ 122.2      $ 163.0  
  

 

 

    

 

 

 

No significant impairments of intangible assets were recognized during 2016 and 2015.

In the first quarter of 2017, the Company received information related to a contract with an OEM customer of MACOM products and as a result the Company recognized an impairment charge to amortization of intangibles in the Combined Statements of Operations for a customer contract of $12.0 million.

Of the carrying value of $122.2 million at December 31, 2017, $80.3 million was related to the technology asset category and $38.1 million was related to the contractual relationships asset category. Of the carrying value of $163.0 million at December 31, 2016, $87.2 million was related to the technology asset category and $73.5 million was related to the contractual relationships asset category.

Amortization expense related to intangible assets was $37.0 million, $34.5 million and $9.8 million in 2017, 2016 and 2015, respectively. Estimated future amortization expense is (in millions): 2018: $19.9; 2019: $19.8; 2020: $19.6; 2021: $19.5 and 2022: $19.4.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

11. Accrued Expenses and Product Related Liabilities

 

     2017      2016      2015  

DECEMBER 31

        

Operating related accruals

   $ 55.0      $ 45.9      $ 35.0  

Employee related accruals

     57.3        50.3        31.0  

Customer pricing accruals

     36.3        42.6        25.0  

Product related liabilities

     22.1        29.5        21.8  

Other accruals

     24.5        24.3        22.7  
  

 

 

    

 

 

    

 

 

 

Total Accrued Expenses

   $ 195.2      $ 192.6      $ 135.5  
  

 

 

    

 

 

    

 

 

 

Veoneer is exposed to product liability and warranty claims in the event that the Company’s products fail to perform as represented and such failure results, or is alleged to result, in bodily injury, and/or property damage or other loss. The Company has reserves for product risks. Such reserves are related to product performance issues including recall, product liability and warranty issues. For further information, see Note 15.

The Company records liabilities for product related risks when probable claims are identified and when it is possible to reasonably estimate costs. Provisions for warranty claims are estimated based on prior experience, likely changes in performance of newer products, and the mix and volume of the products sold. The provisions are recorded on an accrual basis. The table below summarizes the change in the balance sheet position of the product related liabilities.

 

     2017      2016      2015  

DECEMBER 31

        

Reserve at beginning of the year

   $ 29.5      $ 21.8      $ 13.0  

Change in reserve

     7.6        23.3        17.0  

Cash payments

     (15.7      (15.0      (7.7

Translation difference

     0.7        (0.6      (0.5
  

 

 

    

 

 

    

 

 

 

Reserve at end of the year

   $ 22.1      $ 29.5      $ 21.8  
  

 

 

    

 

 

    

 

 

 

The decrease in reserves in 2017 was mainly due to a decrease in recall related issues. A majority of the Company’s recall related issues are covered by insurance. Insurance receivables are included within prepaid expenses and other current assets in the Combined Balance Sheets. For 2016 the increase in reserves was mainly due to recall related issues, while 2015 was split between warranty and recall related issues. Cash payments in 2017 were mainly recall related, while 2016 were mainly warranty related. Cash payments in 2015 were split between warranty and recall related issues.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

12. Other Comprehensive Loss

 

     2017      2016      2015  

OTHER COMPREHENSIVE LOSS/ENDING BALANCE 1)

        

Cumulative translation adjustments

   $ (1.5    $ (31.3    $ (13.9

Net gain (loss) of cash flow hedge derivatives

     (0.8      8.1        0.2  

Pension liability

     (6.0      (6.1      (1.5
  

 

 

    

 

 

    

 

 

 

Total (ending balance)

   $ (8.3    $ (29.3    $ (15.2
  

 

 

    

 

 

    

 

 

 

Deferred taxes on the pension liability

   $ 0.4      $ 0.4      $ (0.7

 

1) The components of Other Comprehensive Loss are net of any related income tax effects.

13. Supplemental Cash Flow Information

The Company’s acquisitions and divestitures of businesses and interests in affiliates, net of cash acquired were as follows:

 

     2017      2016      2015  

Business combinations and other acquisitions:

        

Fair value of assets acquired, excluding cash

   $ (17.2    $ (529.5    $ (146.4

Liabilities assumed

     0.3        50.9        7.9  

Fair value of earn-out and deferred purchase consideration

     3.1        —          39.6  

Less: Non-controlling interest

     —          252.3        —    
  

 

 

    

 

 

    

 

 

 

Total business combinations

   $ (13.8    $ (226.3    $ (98.9

Payments to acquire equity method investments

     (111.5      —          —    
  

 

 

    

 

 

    

 

 

 

Acquisition of businesses and interests in affiliates, net of cash acquired

   $ (125.3    $ (226.3    $ (98.9
  

 

 

    

 

 

    

 

 

 

The Company has made the following acquisitions of businesses and interests in affiliates in the years presented in the table above:

2017: Fotonic i Norden dp AB (see Note 3) and Zenuity (50%) (see Note 8).

2016: Autoliv-Nissin Brake Systems (see Note 3).

2015: M/A-COM Automotive Solutions.

Payments for interest and income taxes were as follows:

 

     2017      2016      2015  

Interest

   $ 0.3      $ 0.2      $ 0.3  

Income taxes

     29.8        19.2        11.4  

14. Stock Incentive Plan

Certain eligible Veoneer employees participate in the Autoliv, Inc. 1997 Stock Incentive Plan (the Plan) sponsored by Parent. Under the Parent’s Plan, employees receive 50% of their long-term incentive (LTI) grant

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

value in the form of performance shares (PSs) and 50% in the form of restricted stock units (RSUs) commencing with grants in February 2016. Prior to this, stock options and RSUs were issued. The source of the shares issued upon vesting of awards is generally from Autoliv treasury shares.

The grantee may earn 0-200% of the target number of PSs based on achievement of specified targets for Autoliv’s compound annual growth rate (CAGR) for sales and Autoliv’s CAGR in earnings per share relative to an established benchmark growth rate. Each performance target is weighted 50% and results are measured at the end of the three-year performance period. Each PS represents a promise to transfer a share of the Parent’s common stock to the employee following completion of the performance period, provided that the performance goals mentioned above are met and provided, further, that the grantee remains employed through the performance period, subject to certain limited exceptions.

The RSUs granted on February 15, 2016 and May 9, 2016 vest in three approximately equal annual installments beginning on the first anniversary of the grant date, and the RSUs granted on February 19, 2017 will vest in one installment on the third anniversary of the grant date. The RSUs and PSs granted in 2017 entitle the grantee to receive dividend equivalents in the form of additional RSUs and PSs subject to the same vesting conditions as the underlying RSUs and PSs, respectively.

The fair value of the RSUs and PSs granted under the LTI program are calculated as the grant date fair value of the shares expected to be issued. For the grants made during 2017, the fair value of a PS and a RSU is calculated by using the closing stock price at grant date. For the grants made during 2016 and earlier, the fair value of a RSU and a PS was estimated using the Black Scholes valuation model. The grant date fair value for the RSUs at February 19, 2017 was $1.5 million. This cost will be amortized straight line over the vesting period. The grant date fair value of the PSs at February 19, 2017 was also $1.5 million. For PSs, the grant date fair value of the number of awards expected to vest is based on the Parent’s best estimate of ultimate performance against the respective targets and is recognized as compensation cost on a straight-line basis over the requisite vesting period of the awards. The Parent assesses the expected achievement levels at the end of each quarter. As of December 31, 2017, the Parent believes it is probable that the performance conditions for the two grants will be met, although at a different level, and has recorded the compensation expense accordingly. The cumulative effect of the change in estimate is recognized in the period of change as an adjustment to compensation expense.

During 2015 and earlier the awards were given in the form of stock options (SOs) and RSUs. All SOs were granted for 10-year terms, had an exercise price equal to the fair value of the share at the date of grant, and became exercisable after one year of continued employment following the grant date. The average grant date fair values of SOs were calculated using the Black-Scholes valuation model. The Parent used historical exercise data for determining the expected life assumption. Expected volatility was based on historical and implied volatility. The table below includes the assumptions for all awards issued:

 

     2017      2016     2015  

SOs

       

Risk-free interest rate

     —          —         1.1

Dividend yield 1)

     —          —         2.3

Expected life in years

     —          —         3.4  

Expected volatility

     —          —         24.0

PSs and RSUs

       

Dividend yield 2)

     —          2.2     —    

 

1) The dividend yield assumption is used for both SOs and RSUs granted in 2015.
2) Dividend equivalent rights applied to LTI program starting in 2017.

 

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Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Veoneer recognized total stock (RSUs, PSs and SOs) compensation cost of $2.1 million, $2.8 million and $1.8 million, in the Combined Statements of Operations, for the year ended December 31, 2017, 2016 and 2015, respectively. These costs include amounts for individuals specifically identifiable to the Veoneer business as well as an allocation of costs attributable to individuals in corporate functions. Veoneer has unrecognized compensation cost for Veoneer employees of $2.6 million related to non-vested awards for RSUs and PSs and the weighted average period over which this cost is expected to be recognized is approximately 1.9 years. There is no compensation cost not yet recognized for stock options.

A summary of restricted share activity for the Veoneer specifically identified individuals is presented below:

 

     2017  

RSUs

  

Outstanding at beginning of year

     31,493  

Granted

     14,158  

Shares issued

     (11,046

Cancelled/Forfeited/Expired

     (4,758
  

 

 

 

Outstanding at end of year

     29,847  

The weighted average fair value at the grant date for restricted stock unit is $105.87 per share for 2017, $100.24 per share for 2016, and $106.75 for 2015, respectively. The grant date fair value for RSUs granted in 2014, 2013, and 2012 (vested in 2017, 2016, and 2015) were $0.6 million, $0.8 million, and $0.8 million. The aggregated intrinsic value for RSUs outstanding at Dec. 31, 2017 was $3.8 million.

A summary of performance share activity for the Veoneer specifically identified individuals is presented below:

 

     2017  

PSs

  

Outstanding at beginning of year

     26,088  

Change in performance conditions

     (13,044

Granted

     14,158  

Shares issued

     —    

Cancelled/Forfeited/Expired

     (2,410
  

 

 

 

Outstanding at end of year

     24,792  

The weighted average fair value at the grant date for performance share is $105.87 per share for 2017 and $98.04 per share for 2016. The aggregate intrinsic value for PSs outstanding at December 31, 2017 was $3.2 million.

 

     Number of
Options
 

SOs

  

Outstanding at December 31, 2016

     67,376  

Granted

     —    

Exercised

     (10,718

Cancelled/Forfeited/Expired

     (2,452
  

 

 

 

Outstanding at December 31, 2017

     54,206  

OPTIONS EXERCISABLE

 

At December 31, 2017

     54,206  

 

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Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The following summarizes information about stock options outstanding and exercisable at December 31, 2017 for the Veoneer specifically identified individuals:

 

     Number
Outstanding
     Remaining
Contract
life (in years)
     Weighted
average
exercise price
 

RANGE OF EXERCISE PRICES

        

$16.31 - $19.96

     3,700        1.14      $ 16.31  

$44.70 - $49.60

     3,300        2.14      $ 44.70  

$51.67 - $59.01

     750        0.14      $ 51.67  

$67.00 - $69.18

     13,095        4.69      $ 68.18  

$72.95 - $94.87

     11,401        5.42      $ 89.55  

$113.36 - $126.46

     21,960        7.13      $ 113.36  
  

 

 

    

 

 

    

 

 

 
     54,206        5.37      $ 85.78  

The total aggregate intrinsic value, which is the difference between the exercise price and $127.08 (closing price per share at December 31, 2017), for all “in the money” stock options, both outstanding and exercisable as of December 31, 2017, was $2.2 million. The average grant date fair value of stock options granted during 2015 was estimated at $16.72 per share.

15. Contingent Liabilities

LEGAL PROCEEDINGS

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

One of the Company’s radar products sold to two OEMs have in certain tests intermittently operated outside the radio frequency (“RF”) range permitted under a license from the U.S. Federal Communications Commission (“FCC”). The Company initiated an investigation of this matter, together with the affected customers, to determine if the products are non-compliant. There have been no reported instances of accidents or personal injuries associated with the product, and product performance appears unaffected. Pursuant to ASC 450 under U.S. GAAP, as of March 19, 2018 the Company believed a loss with respect to these radar products was reasonably possible. Upon further investigation and testing, as of April 26, 2018, the Company believes the subject products operate within the permitted range, and therefore, the likelihood of a loss is now remote. If a field action were required, the Company may be obligated to indemnify the OEMs for costs associated with the same.

PRODUCT WARRANTY, RECALLS AND INTELLECTUAL PROPERTY

Veoneer is exposed to various claims for damages and compensation if its products fail to perform as expected. Such claims can be made, and result in costs and other losses to the Company, even where the product is eventually found to have functioned properly. Where a product (actually or allegedly) fails to perform as

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

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

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

The Company carries insurance for potential recall and product liability claims at coverage levels based on the Company’s prior claims experience. Veoneer cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in the Company’s businesses, now or in the future, or that such coverage always will be available should the Company, now or in the future, wish to extend, increase or otherwise adjust the Company’s insurance.

In its products, the Company utilizes technologies which may be subject to intellectual property rights of third parties. While the Company does seek to procure the necessary rights to utilize intellectual property rights associated with its products, it may fail to do so. Where the Company so fails, the Company may be exposed to material claims from the owners of such rights. Where the Company has sold products which infringe upon such rights, its customers may be entitled to be indemnified by the Company for the claims they suffer as a result thereof. Such claims could be material. The table in Note 11 – Accrued Expenses and Product Related Liabilities summarizes the change in the balance sheet position of the product related liabilities.

 

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

16. Commitments

OPERATING LEASES

The Company leases certain offices, manufacturing and research buildings, machinery, automobiles, data processing and other equipment under operating lease contracts. The operating leases, some of which are non-cancellable and include renewals, expire at various dates through 2035. The Company pays most maintenance, insurance and tax expenses relating to leased assets. Rental expense for operating leases was $7.1 million, $6.4 million and $6.7 million for 2017, 2016 and 2015, respectively.

At December 31, 2017, future minimum lease payments for non-cancellable operating leases totaled $21.6 million and are payable as follows (in millions): 2018: $7.9; 2019: $5.2; 2020: $4.9; 2021: $2.6; 2022: $0.9; 2023 and thereafter: $0.1.

BUILD-TO-SUIT LEASES

The Company has entered into “build-to-suit” lease arrangements, in addition to the operating leases above, for certain manufacturing and research buildings. The Company will be deemed the owner of the buildings for accounting purposes during the construction period due to the terms of the arrangements.

At December 31, 2017, future minimum lease payments for non-cancellable build-to-suit lease obligations totaled $77.7 million and are payable as follows (in millions): 2018: $0.6; 2019: $4.5; 2020: $4.6; 2021: $4.7; 2022: $4.8; 2023 and thereafter: $58.5.

CAPITAL LEASES

The Company leases certain property, plant and equipment under capital lease contracts. The capital leases expire at various dates through 2021.

At December 31, 2017, future minimum lease payments for non-cancellable capital leases totaled $11.4 million and are payable as follows (in millions): 2018: $0.6; 2019: $0.6; 2020: $0.6; 2021: $9.6; 2022: $0.0; 2023 and thereafter: $0.0.

UNCONDITIONAL PURCHASE OBLIGATIONS AND OTHER NON-CURRENT LIABILITIES

During the year ended December 31, 2017, the Company entered into an unconditional purchase obligation with $10 million to be paid in each of the 2018 and 2019 years. This amount will be reimbursed by Zenuity. There are no obligations other than short-term obligations related to inventory, services, tooling, and property, plant and equipment purchased in the ordinary course of business.

Furthermore, the Company has recognized an earn-out payment related to the MACOM acquisition amounting to $14 million as of December 31, 2017 to be paid in year 2020 if the earn-out criteria are met (included in other non-current liabilities in Note 3). Also included in other non-current liabilities is a deferred tax liability of $17.3 million as of December 31, 2017.

17. Retirement Plans

DEFINED CONTRIBUTION PLAN

Many of Veoneer’s employees are covered by government sponsored pension and welfare programs. Under the terms of these programs, Autoliv makes periodic payments to various government agencies which include payments for Veoneer employees. In addition, in some countries Autoliv sponsors or participates in certain non-governmental defined contribution plans which also covers Veoneer employees. Veoneer recorded charges for contributions to the defined contribution plans of $1.3 million in 2017, $1.1 million in 2016, and $2.7 million in 2015.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

MULTIEMPLOYER PLANS

Autoliv participates in multiemployer plans in various countries, which are all deemed insignificant. These plans include employees of Veoneer. The largest of these plans is in Sweden, the ITP-2 pension plan, which is funded through Alecta. For employees born before 1979, the plan provides a final pay pension benefit based on all service with participating employers. The Company must pay for wage increases in excess of inflation on service earned with previous employers. The plan also provides disability and family benefits. The plan is more than 100% funded. The Company recorded charges for contributions to the multi-employer plans of $1.2 million in 2017, $0.9 million in 2016, and $0.1 million in 2015.

DEFINED BENEFIT PLANS

Multiemployer Plan with Autoliv

Autoliv offers various retirement benefits to its eligible employees which includes eligible employees of Veoneer both in the U.S. and foreign countries. These plans are both contributory and non-contributory. Since Autoliv provides these benefits to eligible employees and retirees of Veoneer, the costs to participating employees of Veoneer in these plans are reflected in the Combined Financial Statements, while the related assets and liabilities are retained by Autoliv. Expense allocations for these benefits were determined based on a review of personnel assigned to the Veoneer business as well as an allocation of corporate function personnel.

The total Autoliv defined benefit pension plan expenses allocated to Veoneer and contributions made to the plan were $2.5 million in 2017, $0.7 million in 2016 and $3.1 million in 2015. These costs are reflected in the combined Statements of Operations as a component of cost of sales, selling, general and administrative expenses, research, development and engineering expenses. These costs were funded through intercompany transactions with Autoliv, which are reflected within the Net Parent Investment balance.

The most significant defined benefit plan is the U.S. plan for which the benefits are based on an average of employee’s earnings in the years preceding retirement and on credited service. The following is a listing of defined benefit pension plans sponsored by Autoliv in which eligible Veoneer employees and retirees participate:

 

Country

  

Name of Defined Benefit Pans

U.S.    Autoliv ASP, Inc. Pension Plan
   Autoliv ASP, Inc. Excess Pension Plan
   Autoliv ASP, Inc. Supplemental Pension Plan
Germany    Direct Pension Promises Plan
India    Gratuity Plan
South Korea    Severance Pay Plan (statutory plan)
Sweden    ITP plan
Japan    Retirement Allowances Plan

Veoneer Plans

Veoneer has a number of defined benefit pension plans, both contributory and non-contributory, in Japan, Canada, and France which provide retirement benefits to eligible participants collectively referred to as the “Veoneer Plans”. The plans benefits are primarily based on employee earnings and credited service.

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

In Japan, there are two non-contributory defined benefit plans and both plans are funded plans. One plan was initiated in conjunction with the ANBS acquisition in 2016. In Canada, there is one contributory defined benefit plan and one non-contributory defined benefit plan. Both plans are funded plan arrangements, one for hourly employees and one for salaried employees. The hourly plan has closed participation with the remaining employees continuing to accrue benefits. The salaried plan is still open to new entrants. In France, there are two non-contributory defined benefit plans and both plans are unfunded plans. Both plans are still open to new entrants.

CHANGES IN BENEFIT OBLIGATIONS AND PLAN ASSETS FOR THE PERIODS ENDED DECEMBER 31

 

     2017      2016  

Benefit obligation at beginning of year

   $ 66.3      $ 27.9  

Service cost

     4.7        4.4  

Interest cost

     1.3        1.2  

Actuarial (gain) loss

     0.7        0.7  

Plan amendments

     —          0.4  

Benefits paid

     (1.1      (1.3

Curtailments

     (2.6      —    

Acquisition

     0.6        35.3  

Other

     (0.3      (0.3

Translation difference

     4.2        (2.0
  

 

 

    

 

 

 

Benefit obligation at end of year

   $ 73.8      $ 66.3  

Fair value of plan assets at beginning of year

   $ 51.3      $ 24.4  

Actual return on plan assets

     3.1        0.2  

Company contributions

     5.5        3.7  

Benefits paid

     (1.1      (1.3

Settlements

     (2.6      —    

Acquisition

     0.6        25.9  

Other

     (0.3      (0.3

Translation difference

     3.4        (1.3
  

 

 

    

 

 

 

Fair value of plan assets at year end

   $ 59.9      $ 51.3  
  

 

 

    

 

 

 

Funded status recognized in the balance sheet

   $ (13.9    $ (15.0

COMPONENTS OF NET PERIODIC BENEFIT COST ASSOCIATED WITH THE DEFINED BENEFIT RETIREMENT PLAN

 

     2017      2016      2015  

Service cost

   $ 4.7      $ 4.4      $ 2.7  

Interest cost

     1.3        1.2        1.1  

Expected return on plan assets

     (1.8      (1.7      (1.6

Amortization of prior service costs

     0.2        0.2        0.2  

Amortization of actuarial loss

     0.2        0.1        0.2  

Settlement loss (gain)

     (0.1      —          —    
  

 

 

    

 

 

    

 

 

 

Net periodic benefit cost

   $ 4.5      $ 4.2      $ 2.6  

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The estimated prior service cost and net actuarial loss that will be amortized from other comprehensive income into net benefit cost over the next fiscal year is immaterial. Net periodic benefit cost associated with the Veoneer defined benefit plans was $4.5 million in 2017 and is expected to be approximately $4.3 million in 2018.

COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME BEFORE TAX AS OF DECEMBER 31

 

     2017      2016  

Net actuarial loss (gain)

   $ 5.9      $ 6.1  

Prior service cost (credit)

     0.7        0.9  
  

 

 

    

 

 

 

Total accumulated other comprehensive income recognized in the balance sheet

   $ 6.6      $ 7.0  
  

 

 

    

 

 

 

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BEFORE TAX FOR THE PERIODS ENDED DECEMBER 31

 

     2017      2016  

Total retirement benefit recognized in accumulated other comprehensive income at beginning of year

   $ 7.0      $ 5.5  

Net actuarial loss (gain)

     (0.6      2.3  

Prior service cost

     —          0.4  

Amortization of prior service credit (cost)

     (0.2      (0.2

Amortization of actuarial loss

     (0.2      (0.1

Translation difference

     0.6        (0.9
  

 

 

    

 

 

 

Total retirement benefit recognized in accumulated other comprehensive income at end of year

   $ 6.6      $ 7.0  
  

 

 

    

 

 

 

The accumulated benefit obligation for the Veoneer defined benefit pension plans was $66.9 million and $59.8 million at December 31, 2017 and 2016, respectively.

PENSION PLANS FOR WHICH ABO EXCEEDS THE FAIR VALUE OF PLAN ASSETS AS OF DECEMBER 31

 

     2017      2016  

Projected Benefit Obligation (PBO)

   $ 39.4      $ 66.3  

Accumulated Benefit Obligation (ABO)

   $ 33.3      $ 59.8  

Fair value of plan assets

   $ 25.5      $ 51.3  

Veoneer, in consultation with its actuarial advisors, determines certain key assumptions to be used in calculating the projected benefit obligation and annual net periodic benefit cost.

ASSUMPTIONS USED TO DETERMINE THE BENEFIT OBLIGATION AS OF DECEMBER 31

 

% WEIGHTED AVERAGE

   2017      2016  

Discount rate

     0.50-3.60        0.50-3.90  

Rate of increases in compensation level

     2.00-3.00        2.00-5.00  

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

ASSUMPTIONS USED TO DETERMINE THE NET PERIODIC BENEFIT COST FOR YEARS ENDED DECEMBER 31

 

% WEIGHTED AVERAGE

   2017      2016      2015  

Discount rate

     0.50-3.90        0.50-4.10        1.60-4.00  

Rate of increases in compensation level

     2.00-5.00        2.25-5.00        2.25-3.00  

Expected long-term rate of return on assets

     0.75-6.00        0.75-6.15        6.15  

The discount rates for the Veoneer Plans have been set based on the rates of return on high-quality fixed-income investments currently available at the measurement date and expected to be available during the period the benefits will be paid. The expected timing of cash flows from the plan have also been considered in selecting the discount rate. In particular, the yields on corporate bonds rated AA or better on the measurement date have been used to set the discount rate. The expected rate of increase in compensation levels and long-term rate of return on plan assets are determined based on a number of factors and must take into account long-term expectations and reflect the financial environment in the respective local market. The expected return on assets for the Veoneer plans are based on the fair value of the assets as of December 31.

The investment objectives for the Veoneer Plans is to provide an attractive risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses. Correlations among the asset classes are used to identify an asset mix that Veoneer believes will provide the most attractive returns. Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio. Veoneer has assumed a long-term rate of return on the plan assets of 0.75% for the Japan plans and 6.00% for the Canada plans for calculating the 2017 and 2018 expense.

Veoneer made contributions to the Veoneer Plans during 2017 and 2016 amounting to $5.4 million and $3.5 million, respectively. Veoneer expects to contribute $4.8 million to its pension plans in 2018.

FAIR VALUE OF TOTAL PLAN ASSETS FOR YEARS ENDED DECEMBER 31

 

ASSETS CATEGORY IN % WEIGHTED AVERAGE

   2017      2016  

Equity securities

     40.0        35.0  

Debt instruments

     13.0        12.0  

Other assets

     47.0        53.0  
  

 

 

    

 

 

 

Total

     100        100  
  

 

 

    

 

 

 

 

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Table of Contents

Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The following table summarizes the fair value of the defined benefit pension plan assets:

 

     Fair value
measurement at
December 31,
2017
     Fair value
measurement at
December 31,
2016
 

Assets

     

U.S. Equity

     

Large Cap

   $ 15.7      $ 5.0  

Non-U.S. Equity

     8.1        13.1  

Non-U.S. Bonds

     

Corporate

     0.2        0.2  

Aggregate

     7.3        5.9  

Insurance Contracts

     25.0        24.2  

Other Investments

     3.6        2.9  
  

 

 

    

 

 

 

Total

   $ 59.9      $ 51.3  
  

 

 

    

 

 

 

The fair value measurement level within the fair value hierarchy (see Note 4) is based on the lowest level of any input that is significant to the fair value measurement. Plan assets are classified as Level 2 in the table above.

The estimated future benefit payments for the pension benefits reflect expected future service, as appropriate. The amount of benefit payments in a given year may vary from the projected amount, especially as certain plans include lump sum benefit payments, and the lump sum amounts may vary with market interest rates.

 

PENSION BENEFITS EXPECTED PAYMENTS

      

2018

   $ 2.2  

2019

   $ 3.0  

2020

   $ 2.8  

2021

   $ 3.1  

2022

   $ 3.2  

Years 2023-2027

   $ 18.5  

POSTRETIREMENT BENEFITS OTHER THAN PENSION

Veoneer currently provides postretirement health care and life insurance benefits to eligible Canadian employees. The plan is an unfunded plan with a benefit obligation of $3.3 million and $2.7 million as of December 31, 2017 and 2016, respectively. The net periodic benefit cost and impact on accumulated other comprehensive income related to the plan are immaterial.

 

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Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

18. Segment Information

The Company has two operating segments, Electronics and Brake Systems. Electronics includes all of electronics resources and expertise in passive safety electronics and active safety. The operating results of the operating segments are regularly reviewed by the Company’s chief operating decision maker to assess the performance of the individual operating segments and make decisions about resources to be allocated to the operating segments.

 

NET SALES, INCLUDING INTERSEGMENT SALES    2017      2016      2015  

Electronics

   $ 1,850.5      $ 1,836.5      $ 1,588.6  

Brake Systems

     475.9        391.1        —    
  

 

 

    

 

 

    

 

 

 

Total segment sales

     2,326.4        2,227.6        1,588.6  

Intersegment sales

     (4.2      (9.3      —    
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 2,322.2      $ 2,218.3      $ 1,588.6  
(LOSS)/INCOME BEFORE INCOME TAXES    2017      2016      2015  

Electronics

   $ (13.7    $ 11.1      $ 6.6  

Brake Systems

     (247.2      (12.0      —    
  

 

 

    

 

 

    

 

 

 

Segment operating (loss)/income

     (260.9 )       (0.9 )       6.6  

Corporate and other

     (21.8      (23.9      (15.0

Interest and other non-operating items, net

     (0.8      3.0        0.2  

Income from equity method investments

     (30.7      —          —    
  

 

 

    

 

 

    

 

 

 

Loss before income taxes

   $ (314.2    $ (21.8    $ (8.2
CAPITAL EXPENDITURES    2017      2016      2015  

Electronics

   $ 79.1      $ 79.7      $ 53.4  

Brake Systems

     30.9        22.8        —    
  

 

 

    

 

 

    

 

 

 

Total capital expenditures

   $ 110.0      $ 102.5      $ 53.4  
DEPRECIATION AND AMORTIZATION    2017      2016      2015  

Electronics

   $ 79.7      $ 69.9      $ 53.1  

Brake Systems

     39.1        35.6        —    
  

 

 

    

 

 

    

 

 

 

Total depreciation and amortization

   $ 118.8      $ 105.5      $ 53.1  
SEGMENT ASSETS           2017      2016  

Electronics

      $ 1,254.8      $ 1,108.7  

Brake Systems

        376.6        587.2  
     

 

 

    

 

 

 

Segment assets

      $ 1,631.4      $ 1,695.9  

Corporate and other

        31.1        43.2  
     

 

 

    

 

 

 

Total assets

      $ 1,662.5      $ 1,739.1  

The Company’s customers consist of all major European, U.S. and Asian automobile manufacturers. Sales to individual customers representing 10% or more of net sales were:

In 2017: Customer A 21%, Customer B 17%, Customer C 12% and Customer D 12%.

In 2016: Customer A 17%, Customer B 16%, Customer C 13%, Customer D 13% and Customer E 11%.

 

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Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

In 2015: Customer B 18%, Customer C 15%, Customer D 17% and Customer E 14%.

 

NET SALES BY REGION    2017      2016      2015  

Asia

   $ 847.4      $ 787.5      $ 421.2  

Whereof: China

     418.3        381.2        187.3  

Japan

     254.0        231.0        71.6  

Rest of Asia

     175.1        175.3        162.3  

Americas

     812.3        832.4        651.2  

Europe

     662.5        598.4        516.2  
  

 

 

    

 

 

    

 

 

 

Total

   $ 2,322.2      $ 2,218.3      $ 1,588.6  

The Company has attributed net sales to the geographic area based on the location of the entity selling the final product. Of the net sales, exports from the U.S. to other regions amounted to approximately $159 million, $222 million and $161 million in 2017, 2016 and 2015, respectively.

 

NET SALES BY PRODUCT    2017      2016      2015  

Restraint Control Systems

   $ 1,072.8      $ 1,096.7      $ 977.5  

Active Safety products

     777.7        739.8        611.1  

Total Electronics sales

     1,850.5        1,836.5        1,588.6  

Brake Systems

     475.9        391.1        —    
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 2,326.4      $ 2,227.6      $ 1,588.6  

 

LONG-LIVED ASSETS    2017      2016  

Asia

   $ 302.1      $ 405.5  

Whereof: China

     115.0        141.8  

Japan

     183.0        259.9  

Rest of Asia

     4.1        3.8  

Americas

     393.4        507.5  

Europe

     242.3        103.2  
  

 

 

    

 

 

 

Total

   $ 937.8      $  1,016.2  

Long-lived assets in the U.S. amounted to $348.6 million and $461.5 million for 2017 and 2016, respectively. For 2017, $285.1 million (2016, $415.0 million) of the long-lived assets in the U.S. refers to intangible assets, principally from acquisition goodwill.

19. Relationship with Parent and Related Entities

Historically, Veoneer has been managed and operated in the normal course of business with other affiliates of Autoliv. Accordingly, certain shared costs have been allocated to Veoneer and reflected as expenses in the stand-alone Combined Financial Statements. Management of Autoliv and Veoneer consider the allocation methodologies used to be reasonable and appropriate reflections of historical expenses of Autoliv attributable to Veoneer for purposes of the stand-alone financial statements; however, the expenses reflected in the Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Veoneer historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the Combined Financial Statements may not be indicative of expenses that will be incurred in the future by Veoneer.

 

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Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Transactions between Autoliv and Veoneer, with the exception of sales and purchase transactions and reimbursements for payments made to third-party service providers by Autoliv on Veoneer’s behalf, are reflected in equity in the Combined Balance Sheets as Net Parent Investment and in the Combined Statements of Cash Flows as a financing activity in Net transfers from Parent.

TRANSACTIONS WITH OTHER AUTOLIV BUSINESSES

Throughout the periods covered by the Combined Financial Statements, Veoneer sold finished goods to Autoliv. Related party sales to other Autoliv businesses amount to $76.4 million, $66.3 million and $54.8 million for the years ended December 31, 2017, 2016 and 2015. Furthermore, engineering services relating to Passive safety electronics, have been rendered to Autoliv amounting to $0.9 million, $1.4 million and $2.9 million for the years ended December 31, 2017, 2016 and 2015.

RELATED PARTY BALANCES

Amounts due to and due from Autoliv components as summarized in the below table:

 

RELATED PARTY    2017      2016  

Related party notes receivable

   $ 76.0      $ 74.0  

Related party payables and short-term debt

     5.0        8.5  

Related party long-term debt

     62.2        11.1  

The related party payables mainly relate to an agreement between Autoliv-Nissin Brakes Systems and various Autoliv companies. The other related party long-term debt, as well as the related party notes receivable are subject to longer term loan agreements and mature at September 30, 2019. The Company has an unfunded commitment of approximately $35 million to a subsidiary of Autoliv as of December 31, 2017 in relation to the loan facility agreement with maturity date of September 30, 2019. There was no unfunded commitment as of December 31, 2016. The interest rate for these loans is the LIBID rate minus 0.15%. The Company also has additional available lines-of-credit from other subsidiaries of Autoliv for approximately $45 million as of December 31, 2017 in relation to the loan facility agreement with a maturity date of September 30, 2019. The interest rate on these loan payables is the Autoliv Prime Rate, which represents Autoliv AB’s funding rate adjusted for the loan currency factor.

 

RELATED PARTY INTEREST    2017      2016      2015  

Interest Income

   $ 0.3      $ 0.1      $ —    

Interest Expense

     0.3        0.2        0.3  

The related party long-term debt also consists of a capital lease arrangement at Autoliv Nissin Brake Systems (a 51% owned subsidiary) for $11.0 and $11.1 as of December 31, 2017 and 2016, respectively. The capital lease is with Nissin Kogyo, the 49% owner of Autoliv Nissin Brake Systems. Additionally, Veoneer recognized a related party payable of $3.5 million as of December 31, 2016, due to financing at Autoliv Nissin Brake Systems China Zhongshan (a 51% owned subsidiary). This $3.5 million payable was wholly repaid as of December 31, 2017.

CORPORATE COSTS/ALLOCATIONS

The Combined Financial Statements include corporate costs incurred by Autoliv for services that are provided to or on behalf of Veoneer. These costs consist of allocated cost pools and direct costs. Corporate costs have been directly charged to, or allocated to, Veoneer using methods management believes are consistent and reasonable.

 

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Veoneer, Inc.

Notes to Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The method for allocating corporate function costs to Veoneer is based on various formulas involving allocation factors. The methods for allocating corporate administration costs to Veoneer are based on revenue, headcount, or other relevant metrics. However, the expenses reflected in the Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Veoneer historically operated as a separate, stand- alone entity. All corporate charges and allocations have been deemed paid by Veoneer to Autoliv in the period in which the cost was recorded in the Combined Statements of Operations.

Allocated corporate costs included in Costs of sales, Selling, general and administrative expenses and Research, development and engineering expenses were for shared services and infrastructure provided, which includes costs such as information technology, accounting, legal, real estate and facilities, corporate advertising, risk and insurance services, treasury, shareholder services and other corporate and infrastructure services.

CASH MANAGEMENT AND FINANCING

Autoliv uses a centralized approach to cash management and financing its operations, including the operations of Veoneer. Accordingly, none of the cash and cash equivalents have been allocated to Veoneer in the Combined Financial Statements. Disbursements are made through centralized accounts payable systems, which are operated by Autoliv. Cash receipts are transferred to centralized accounts, also maintained by Autoliv. As cash is disbursed and received by Autoliv, it is accounted for by Veoneer through the Net Parent Investment. All short- and long-term debt is financed by Autoliv or by Nissin Kogyo and financing decisions for wholly and majority owned subsidiaries are determined by Autoliv’s corporate treasury operations.

20. Subsequent Events

The Company has evaluated events and transactions for potential recognition or disclosure through March 19, 2018, the date the financial statements were available to be issued (see Note 15).

 

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Veoneer, Inc.

Combined Statements of Operations (Unaudited)

(U.S. DOLLARS IN MILLIONS)

 

            Three months ended  
            March 31, 2018     March 31, 2017  

Net sales

     Note 3, 15      $ 594.3     $ 583.3  

Cost of sales

        (482.6     (469.9
     

 

 

   

 

 

 

Gross profit

        111.7       113.4  

Selling, general and administrative expenses

        (30.8     (29.4

Research, development and engineering expenses, net

        (106.1     (87.5

Amortization of intangibles

        (5.3     (19.1

Other income (expense), net

        14.5       12.2  
     

 

 

   

 

 

 

Operating loss

        (16.0     (10.4

Loss from equity method investments

     Note 8        (14.0     —    

Interest income

     Note 16        0.1       —    

Interest expense

     Note 16        (0.2     —    

Other non-operating items, net

        0.1       (0.6
     

 

 

   

 

 

 

Loss before income taxes

        (30.0     (11.0

Income tax expense

     Note 6        (7.0     (11.0
     

 

 

   

 

 

 

Net loss

      $ (37.0   $ (22.0
     

 

 

   

 

 

 

Less: Net loss attributable to non-controlling interest

        (4.7     (2.2
     

 

 

   

 

 

 

Net loss attributable to controlling interest

      $ (32.3   $ (19.8
     

 

 

   

 

 

 

See Notes to Unaudited Condensed Combined Financial Statements.

 

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Veoneer, Inc.

Combined Statements of Comprehensive Loss (Unaudited)

(U.S. DOLLARS IN MILLIONS)

 

     Three months ended  
     March 31, 2018     March 31, 2017  

Net loss

   $ (37.0   $ (22.0

Other comprehensive income, before tax:

    

Change in cumulative translation adjustment

     10.5       9.7  

Net change in cash flow hedges

     0.4       (2.6

Pension liability

     0.3       0.1  
  

 

 

   

 

 

 

Other comprehensive income, before tax

     11.2       7.2  

Expense for taxes

     —         —    
  

 

 

   

 

 

 

Other comprehensive income, net of tax

     11.2       7.2  
  

 

 

   

 

 

 

Comprehensive loss

   $ (25.8   $ (14.8
  

 

 

   

 

 

 

Less: Comprehensive loss attributable to non-controlling interest

     (2.2     (0.6
  

 

 

   

 

 

 

Comprehensive loss attributable to controlling interest

   $ (23.6   $ (14.2
  

 

 

   

 

 

 

See Notes to Unaudited Condensed Combined Financial Statements.

 

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Veoneer, Inc.

Combined Balance Sheets

(U.S. DOLLARS IN MILLIONS)

 

          As of  
          March 31, 2018
(unaudited)
    December 31, 2017  

Assets

     

Receivables, net

    $ 503.8     $ 460.5  

Inventories, net

    Note 7       160.7       154.2  

Prepaid expenses and other current assets

      40.8       34.0  
   

 

 

   

 

 

 

Total current assets

      705.3       648.7  
   

 

 

   

 

 

 

Property, plant and equipment, net

      398.1       361.9  

Investments and other non-current assets

      244.6       162.0  

Goodwill

    Note 5, 9       291.5       291.7  

Intangible assets, net

    Note 5       121.1       122.2  

Related party notes receivable

    Note 16       —         76.0  
   

 

 

   

 

 

 

Total assets

    $  1,760.6     $ 1,662.5  
   

 

 

   

 

 

 

Liabilities and equity

     

Accounts payable

    $ 325.3     $ 322.8  

Related party payables

    Note 16       5.6       5.0  

Accrued expenses

    Note 10       213.2       195.2  

Income tax payable

      42.0       41.3  

Other current liabilities

      35.8       25.7  

Short-term debt

      23.8       —    
   

 

 

   

 

 

 

Total current liabilities

      645.7       590.0  
   

 

 

   

 

 

 

Related party long-term debt

    Note 16       36.2       62.2  

Pension liability

      14.4       13.9  

Other non-current liabilities

      26.4       39.3  
   

 

 

   

 

 

 

Total non-current liabilities

      77.0       115.4  
   

 

 

   

 

 

 

Commitments and contingencies

    Note 14      

Parent Equity

     

Net parent investment

    Note 2       917.0       843.9  

Accumulated other comprehensive income (loss)

      0.4       (8.3
   

 

 

   

 

 

 

Total Parent Equity

      917.4       835.6  
   

 

 

   

 

 

 

Non-controlling interest

      120.5       121.5  
   

 

 

   

 

 

 

Total Parent Equity and non-controlling interests

      1,037.9       957.1  
   

 

 

   

 

 

 

Total liabilities, Parent Equity and non-controlling interests

    $ 1,760.6     $ 1,662.5  
   

 

 

   

 

 

 

See Notes to Unaudited Condensed Combined Financial Statements.

 

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Veoneer, Inc.

Condensed Combined Statements of Cash Flow (Unaudited)

(U.S. DOLLARS IN MILLIONS)

 

     Three months ended  
     March 31, 2018     March 31, 2017  

Operating activities

    

Net loss

   $ (37.0   $ (22.0

Depreciation and amortization

     27.9       40.4  

Other, net

     5.8       (3.6

M/A-COM earn-out adjustment

     (14.0     (12.7

Changes in operating assets and liabilites

     (61.4     5.5  
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (78.7     7.6  

Investing activities

    

Expenditures for property, plant and equipment

     (30.9     (27.3

Proceeds from sale of property, plant and equipment

     1.5       3.1  

Equity method investment

     (71.5     —    

Net decrease in related party notes receivable

     76.0       7.8  
  

 

 

   

 

 

 

Net cash used in investing activities

     (24.9     (16.4

Financing activities

    

Net increase in short-term debt including related party

     23.4       8.7  

Repayments and other changes in related party long-term debt

     (26.4     —    

Net transfers from Parent

     106.6       0.1  
  

 

 

   

 

 

 

Net cash provided by financing activities

     103.6       8.8  

Effect of exchange rate changes on cash and cash equivalents

     —         —    
  

 

 

   

 

 

 

Increase / (decrease) in cash and cash equivalents

     —         —    

Cash and cash equivalents at beginning of year

     —         —    
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ —       $ —    
  

 

 

   

 

 

 

See Notes to Unaudited Condensed Combined Financial Statements.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

1. Basis of Presentation

On December 12, 2017, Autoliv, Inc. (“Autoliv” or “Parent”) announced that its Board of Directors concluded its strategic review and decided to spin-off its Electronics business segment (“Veoneer” or “Electronics” or “the Company” or “the business”) through a tax-free spin-off. The planned spin-off is subject to final approval by Autoliv’s Board of Directors, receipt of an opinion of counsel regarding the tax-free nature of the spin-off, and receipt of regulatory approvals and the effectiveness of a registration statement on Form 10 filed with the Securities and Exchange Commission. Upon completion of the spin-off, Veoneer will operate its business as an independent, publicly traded company.

Veoneer consists of Active Safety Products (that includes active safety sensors for advanced driver assistance systems, highly automated driving solutions and autonomous driving solutions), Restraint Control Systems, and Brake Systems.

Throughout the periods covered by the Unaudited Condensed Combined Financial Statements, Veoneer operated as a reportable segment within Autoliv. The accompanying Unaudited Condensed Combined Financial Statements have been prepared from Autoliv’s historical accounting records and are presented on a stand-alone basis as if the operations had been conducted independently from Autoliv. Accordingly, Autoliv’s net investment in these operations (Parent Equity) is shown in lieu of a controlling interest’s equity in the Unaudited Condensed Combined Financial Statements.

The Unaudited Condensed Combined Financial Statements include the historical operations, assets, and liabilities that are considered to comprise the Veoneer business. All of the allocations and estimates in the Unaudited Condensed Combined Financial Statements are based on assumptions that management of Autoliv and Veoneer believe are reasonable. However, the historical statements of operations, comprehensive loss, balance sheets, and cash flows of Veoneer included herein may not be indicative of what they would have been had Veoneer actually been a stand-alone entity during such periods, nor are they necessarily indicative of Veoneer future results.

The accompanying Unaudited Condensed Combined Financial Statements for Veoneer do not include all of the information and notes required by the accounting principles generally accepted in the U.S. (GAAP) for complete Financial Statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to Veoneer’s Audited Condensed Combined Financial Statements for the year ended December 31, 2017 and corresponding notes.

2. NEW ACCOUNTING STANDARDS

Adoption of New Accounting Standards

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

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

ASU 2018-02 as of January 1, 2018 and the adoption did not have a material impact on the Unaudited Condensed Combined Financial Statements for any periods presented.

In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-07, Compensation-Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the service cost component to be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the Combined Statements of Operations separately from the service cost component and outside operating income. The amendments in ASU 2017-07 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the Combined Statements of Operations. The Company adopted ASU 2017-07 in the first quarter of 2018 and the adoption did not have a material impact on the Unaudited Condensed Combined Financial Statements for any periods presented (see Note 11 Retirement Plans).

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

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Historical GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Consequently, the amendments in this ASU 2016-16 eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of ASU 2016-16 are intellectual property and property, plant, and equipment. The amendments in ASU 2016-16 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in ASU 2016-16 should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of ASU 2016-16 effective January 1, 2018 did not have a material impact on our Unaudited Condensed Combined Financial Statements for any periods presented.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance issued by the FASB, including industry specific guidance. In 2016, the FASB issued accounting standard updates to address implementation issues and to clarify guidance in certain areas. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, ASU 2014-09 requires certain additional disclosure around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted ASU 2014-09 effective January 1, 2018 and utilized the modified retrospective (cumulative effect) transition method. The Company applied the modified retrospective

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

transition method through a cumulative adjustment to retained earnings. The adoption of the new revenue standard did not have a material impact on our net sales, net income, or balance sheet.

 

Balance Sheet
(Dollars in millions)
   Balance at
December 31,

2017
     Adjustments
due
to ASU 2014-09
     Balance at
January 1,

2018
 

Assets

        

Inventories, net

   $ 154.2      $ (5.5    $ 148.7  

Prepaid expenses and other current assets

     34.0        7.0        41.0  

Equity

        

Net Parent Investment

     843.9        1.0        844.9  
     Three months ended March 31, 2018  
Income Statement
(Dollars in millions)
   As Reported      Balances
without
adoption of
ASC 606
     Effect of
Changes
 

Net sales

   $ 594.3      $ 593.6      $ 0.7  

Cost of sales

     (482.6      (482.0      (0.6

Operating loss

     (16.0      (16.1      0.1  

 

     As of March 31, 2018  

Balance Sheet

(Dollars in millions)

   As Reported      Balances
without
adoption of
ASC 606
     Effect of
Changes
 

Assets

        

Inventories, net

     $160.7      $ 166.8      $ (6.1

Prepaid expenses and other current assets

     40.8        33.1        7.7  

Equity

        

Net Parent Investment

     917.0        915.9        1.1  

Accounting Standards Issued But Not Yet Adopted

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

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

on the Unaudited Condensed Combined Financial Statements since the Company has closed its cash flow hedges in the first quarter of 2018.

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

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 affects any entity that enters into a lease, with some specified scope exceptions. For public business entities, the amendments in ASU 2016-02 are effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company intends to adopt ASU 2016-02 in the annual period beginning January 1, 2019. The Company intends to apply the modified retrospective transition method and elect the transition option to use the effective date January 1, 2019, as the date of initial application. The Company will not adjust its comparative period Financial Statements for effects of the ASU 2016-02, or make the new required lease disclosures for periods before the effective date. The Company will recognize its cumulative effect transition adjustment as of the effective date. The Company’s implementation of this standard includes use of a project management framework that includes a dedicated lead project manager and a cross-functional project steering committee responsible for assessing the impact that the new standard will have on the Company’s accounting, financial statement presentation and disclosure. This team has begun its process to identify leasing arrangements and to compare its accounting policies and practices to the requirements of the new standard. The Company regularly enters into operating leases, for which current GAAP does not require recognition on the balance sheet. The Company anticipates that the adoption of ASU 2016-02 will primarily result in the recognition of most operating leases on its balance sheet resulting in an increase in reported right-of-use assets and leasing liabilities. The Company will continue to assess the impact from the new standard. The Company is also considering system, control and process changes to capture lease data necessary to apply ASU 2016-02.

3. REVENUE

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is measured based on consideration specified in a contract with a customer, adjusted for any variable consideration (i.e. price concessions or annual price adjustments) and estimated at contract inception. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer.

In addition, from time to time, Veoneer may make payments to customers in connection with ongoing and future business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments unless certain criteria are met warranting capitalization. If the payments are capitalized, the amounts are amortized as the related goods are transferred.

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

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

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Nature of goods and services

The following is a description of principal activities from which the Company generates its revenue. The Company has two operating segments, Electronics and Brake Systems. Electronics includes all of electronics resources and expertise, restraint control systems and active safety products and Brake Systems provides brake control and actuation systems. The principal activities are essentially the same for each of the segments. Both of the segments generate revenue from the sale of production parts to original equipment manufacturers (“OEMs”).

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

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

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

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

Disaggregation of revenue

In the following tables, revenue is disaggregated by primary region and products of revenue recognition.

Net Sales by Region

 

(Dollars in millions)    Three months ended March 31, 2018  
     Electronics1      Brake
Systems1
     Total  

Asia

   $ 112.3      $ 99.2      $ 211.5  

Whereof: China

     60.3        41.2        101.5  

Japan

     11.6        58.0        69.6  

Rest of Asia

     40.4        —          40.4  

Americas

     179.1        14.4        193.5  

Europe

     189.5        —          189.5  
  

 

 

    

 

 

    

 

 

 

Total

   $ 480.9      $ 113.6      $ 594.5  

 

1 Includes $0.2 million of intersegment sales in Electronics and no intersegment sales in Brake Systems

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Net Sales by Region

 

(Dollars in millions)    Three months ended March 31, 2017  
     Electronics1      Brake
Systems1
     Total  

Asia

   $ 122.8      $ 85.8      $ 208.6  

Whereof: China

     64.0        38.0        102.0  

Japan

     13.8        47.8        61.6  

Rest of Asia

     45.0        —          45.0  

Americas

     179.5        36.1        215.6  

Europe

     160.6        —          160.6  
  

 

 

    

 

 

    

 

 

 

Total

   $ 462.9      $ 121.9      $ 584.8  

 

1 Includes $0.1 million of intersegment sales in Electronics and $1.4 intersegment sales in Brake Systems

Net Sales by Products

 

(Dollars in millions)    Three months ended March 31, 2018  
     Electronics1      Brake
Systems1
     Total  

Restraint Control Systems

   $ 267.7        n/a      $ 267.7  

Active Safety products

     213.2        n/a        213.2  

Brake Systems

     n/a      $ 113.6        113.6  
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 480.9      $ 113.6      $ 594.5  

 

1 Includes $0.2 million of intersegment sales in Electronics and no intersegment sales in Brake Systems

 

(Dollars in millions)    Three months ended March 31, 2017  
     Electronics1      Brake
Systems1
     Total  

Restraint Control Systems

   $ 271.3        n/a      $ 271.3  

Active Safety products

     191.6        n/a        191.6  

Brake Systems

     n/a      $ 121.9        121.9  
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 462.9      $ 121.9      $ 584.8  

 

1 Includes $0.1 million of intersegment sales in Electronics and $1.4 intersegment sales in Brake Systems

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

Contract balances

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

The contract assets related to the Company’s rights to consideration for work completed but not billed (generally in conjunction with contracts for which revenue is recognized over time) at the reporting date on production parts. The contract assets are reclassified into the receivables balance when the rights to receive payments become unconditional. There have been no impairment losses recognized related to contract assets arising from the Company’s contracts with customers.

Contract Balances with Customers

 

(Dollars in millions)    As of  
     March 31, 2018      December 31, 2017  

Receivables, net

   $ 503.8      $ 460.5  

Contract assets1

     7.7        —    

 

1 Included in other current assets

Receivables, net of allowance

 

(Dollars in millions)    As of  
     March 31, 2018      December 31, 2017  

Receivables

   $ 506.1        462.6  

Allowance at beginning of period

     (2.1      (3.7

Net decrease/(increase) of allowance

     (0.2      1.8  

Translation difference

     —          (0.2
  

 

 

    

 

 

 

Allowance at end of period

     (2.3      (2.1
  

 

 

    

 

 

 

Receivables, net of allowance

   $ 503.8      $ 460.5  
  

 

 

    

 

 

 

Changes in the contract asset balances during the period are as follows:

Change in Contract Balances with Customers

 

(Dollars in millions)    Three months ended
March 31, 2018
 
     Contract assets  

Beginning balance

   $ —    

Increases/(decreases) due to cumulative catch up adjustment

     7.0  

Increases/(decreases) due to revenue recognized

     7.7  

Increases/(decreases) due to transfer to receivables

     (7.0

Translation difference

  
  

 

 

 

Ending balance

   $ 7.7  
  

 

 

 

Contract costs

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

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

4. Business Combinations

Business combinations generally take place to either gain key technology or strengthen Veoneer’s position in a certain geographical area or with a certain customer. The results of operations and cash flows from the Company’s acquisitions have been included in the Company’s Unaudited Condensed Combined Financial Statements prospectively from their date of acquisition.

Fotonic i Norden dp AB

On November 1, 2017, Autoliv completed the acquisition of all the shares in Fotonic i Norden dp AB (Fotonic), headquartered in Stockholm and Skellefteå in Sweden. The final acquisition date fair value of the total consideration transferred was $16.9 million, consisting of a $14.5 million cash payment and $2.4 million of deferred purchase consideration, payable at the 18 month anniversary of the closing date. The deferred purchase consideration reflects the holdback amount as stipulated in the share purchase agreement. The transaction has been accounted for as a business combination. The balance of the deferred purchase consideration remains unchanged at $2.4 million as of March 31, 2018.

Fotonic provides Lidar and Time of Flight camera expertise and the acquisition included 35 Lidar and Time of Flight engineering experts, in addition to defined tangible and intangible assets. The strength of the acquired competence is on the Lidar and Time of Flight camera hardware side which form a complement to Autoliv’s skillset in the Lidar software and algorithms area. Lidar technology is an enabling technology for Highly Automated Driving and considered the primary sensor by all system developers. Fotonic is being reported in the Electronics segment.

The net assets acquired as of the acquisition date amounted to $16.9 million. The final fair values of identifiable assets acquired consisted of Intangible assets of $3.8 million and Goodwill of $13.4 million, and the final fair value of liabilities assumed consisted of Other current liabilities of $0.3 million. Acquired Intangibles consisted of the fair value of background IP (patent & technical know-how). The useful life of the IP is five years and will be amortized on a straight-line basis. The recognized goodwill primary reflects the valuation of the acquired workforce of specialist engineers.

5. Fair Value Measurements

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

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

The fair value of the contingent consideration relating to the M/A-COM acquisition on August 17, 2015 is re-measured on a recurring basis. The Company has determined that this contingent consideration resides within Level 3 of the fair value hierarchy. The Company adjusted the fair value of the earn-out liability to $14 million in the first quarter of 2017 based on actual revenue levels to date as well as changes in the estimated probability of different revenue scenarios for the remaining contractual earn-out period. Income of approximately $13 million was recognized within Other income (expense), net in the Combined Statements of Operations in the first quarter of 2017 due to the decrease in the contingent consideration liability. The remaining fair value of the earn-out liability of $14 million as of December 31, 2017 was fully released to and recognized within Other income (expense), net in the first quarter of 2018, driven by changes in the estimated probability of different revenue scenarios for the remaining contractual earn-out period such that management no longer believes that there are any scenarios under which the earn-out criteria could be met.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The Company uses derivative financial instruments, “derivatives”, to mitigate the market risk that occurs from its exposure to changes in interest and foreign exchange rates. The Company does not enter into derivatives for trading or other speculative purposes. The Company’s use of derivatives is in accordance with the strategies contained in the Company’s overall financial policy. The derivatives outstanding at March 31, 2018 were foreign exchange swaps. All swaps principally match the terms and maturity of the underlying debt and no swaps have a maturity beyond six months. All derivatives are recognized in the Condensed Combined Financial Statements at fair value. Certain derivatives are from time to time designated either as fair value hedges or cash flow hedges in line with the hedge accounting criteria. For certain other derivatives hedge accounting is not applied either because non-hedge accounting treatment creates the same accounting result or the hedge does not meet the hedge accounting requirements, although entered into applying the same rationale concerning mitigating market risk that occurs from changes in interest and foreign exchange rates. During the first quarter of 2018, forward contracts designated as cash flow hedges of certain external purchasing were terminated. The loss associated with such termination was not material.

The degree of judgment utilized in measuring the fair value of the instruments generally correlates to the level of pricing observability. Pricing observability is impacted by a number of factors, including the type of asset or liability, whether the asset or liability has an established market and the characteristics specific to the transaction. Instruments with readily active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment utilized in measuring fair value.

Under existing GAAP, there is a disclosure framework hierarchy associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level 3 - Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The Company’s derivatives are classified as Level 2 of the fair value hierarchy and there were no transfers between the levels during this or comparable periods.

The tables below present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017. The carrying value is the same as the fair value as these instruments are recognized in the Unaudited Condensed Combined Financial Statements at fair value. Although the Company is party to close-out netting agreements (ISDA agreements) with all derivative counterparties, the fair values in the tables below and in the Combined Balance Sheets at March 31, 2018 and December 31, 2017 have been presented on a gross basis. According to the close-out netting agreements, transaction amounts payable to a counterparty on the same date and in the same currency can be netted. However, there is no netting since there are no offsetting contracts.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

     March 31, 2018  
            Fair Value Measurements  
     Nominal
Value
     Derivative Asset
(Other current assets/

Other non-current assets)
     Derivative Liability
(Other current liabilities/
Other non-current liabilities)
 

DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS

        

Foreign exchange forward contracts, less than 1 year (cash flow hedge)

   $ —        $ —        $ —    
  

 

 

    

 

 

    

 

 

 

TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS

   $ —        $ —        $ —    

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

        

Foreign exchange swaps, less than 6 months

   $ 40.6      $ —        $ 0.6  
  

 

 

    

 

 

    

 

 

 

TOTAL DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

   $ 40.6      $ —        $ 0.6  

 

     December 31. 2017  
            Fair Value Measurements  
     Nominal
Value
     Derivative Asset
(Other current assets/
Other non-current assets)
     Derivative Liability
(Other current liabilities/
Other non-current liabilities)
 

DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS

        

Foreign exchange forward contracts, less than 1 year (cash flow hedge)

   $ 66.6      $ 0.4      $ 1.3  
  

 

 

    

 

 

    

 

 

 

TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS

   $ 66.6      $ 0.4      $ 1.3  

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

        

Foreign exchange swaps, less than 6 months

   $ —        $ —        $ —    
  

 

 

    

 

 

    

 

 

 

TOTAL DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

   $ —        $ —        $ —    

DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS

The forward contracts designated as cash flow hedges were terminated during the first quarter of 2018. The derivatives designated as hedging instruments outstanding at December 31, 2017 were foreign exchange forward contracts, classified as cash flow hedges.

For the three months ended March 31, 2018, and at March 31, 2017 the cumulative gains and losses recognized in OCI on the cash flow hedges are a loss of $0.0 million (net of taxes) and a loss of $1.0 million (net of taxes), respectively.

For the three months ended March 31, 2018, and March 31, 2017, the gains and losses reclassified from OCI and recognized in the Combined Statements of Operations are a loss of $0.5 million (net of taxes) and a gain of $1.5 million (net of taxes). Any ineffectiveness in first three months of 2018 and 2017 was not material.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The estimated net amount of the existing gains or losses at March 31, 2018 that is expected to be reclassified from OCI and recognized in the Combined Statements of Operations within the next twelve months is a loss of $0.4 million (net of taxes).

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

Derivatives not designated as hedging instruments relate to economic hedges and are marked to market with all amounts recognized in the Combined Statements of Operations. The derivatives not designated as hedging instruments outstanding at March 31, 2018 were foreign exchange swaps, and there were no derivatives not designated as hedge instruments entered in 2017.

For the three months ended March 31, 2018, the gain and losses recognized in other non-operating items, net were a loss of $0.6 million for derivatives not designated as hedge instruments.

For the three months ended March 31, 2018, the gain and losses recognized in interest expenses were immaterial.

FAIR VALUE OF DEBT

The fair value of long-term debt is determined either from quoted market prices as provided by participants in the secondary market (of which there was none outstanding as of March 31, 2018 or December 31, 2017) or for short or long-term debt without quoted market prices, estimated using a discounted cash flow method based on the Company’s current borrowing rates for similar types of financing. The fair value of the debt is same as the carrying value. The Company has determined that each of these fair value measurements of debt reside within Level 2 of the fair value hierarchy.

During the three months ended March 31, 2018 Autoliv-Nissin Brakes Systems (a 51% owned subsidiary of Veoneer) borrowed $23.5 million from Mizuho Bank to settle a portion of the related party debt. This uncommitted overdraft facility carries a fixed interest rate of 0.56%.

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a non-recurring basis. Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets.

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

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

The tables below present information about certain of the Company’s long-lived assets measured at fair value on a non-recurring basis as of March 31, 2018 and December 31, 2017.

 

     March 31, 2018      December 31, 2017  

(Dollars in millions)

   Fair value
measurements
Level 3
     Impairment
Losses
     Fair value
measurements
Level 3
     Impairment
Losses
 

Goodwill1)

   $ 291.5      $ —        $ 291.7      $ (234.2

Intangible assets, net2)

     121.1        —          122.2        (12.0

 

1) In the fourth quarter of 2017, the Company recognized an impairment charge of the full goodwill related to ANBS, resulting in an impairment loss of $234.2 million, which was included in earnings for the period. The primary driver of the goodwill impairment was due to the lower expected long-term operating cash flow performance of the business unit as of the measurement date. The remaining goodwill balance as of March 31, 2018 and December 31, 2017 was not measured at fair value on a nonrecurring basis as impairment indicators did not exist.
2) In the first quarter of 2017, the Company recognized an impairment charge to amortization of intangibles of $12 million related to a contract with an OEM customer of M/A-COM products, which was included in earnings for the period. At December 31, 2017 the intangible value related to this customer contract was fully amortized. The remaining intangibles balance as of March 31, 2018 and December 31, 2017 was not measured at fair value on a nonrecurring basis as impairment indicators did not exist.

6. Income Taxes

The income tax provision for the first quarter of 2018 was $7.0 million compared to $11.0 million in the same quarter of 2017. The tax expense in the first quarter of 2018 was primarily impacted by a reduction in the pre-tax earnings of our profitable subsidiaries, a change in the mix of earnings of our profitable subsidiaries and a $0.4 million net discrete benefit recorded during the quarter related to changes in our valuation allowance assessment for our US entity and one of our non-US entities.

In December 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has completed its accounting for the effects on the Company’s deferred tax balances as of the enactment date. Due to the full valuation allowance related to the Company’s U.S. operations, the impact to deferred taxes had a net zero impact to the Company. The Company has not been able to make a reasonable estimate of the one-time transition tax and therefore has not recorded a provisional amount for this item. Since the Company has not been able to make a reasonable estimate, the Company continues to account for this items based on the Company’s existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment.

The one-time transition tax is based on total post-1986 earnings and profits (E&P) of the U.S. taxpayer. As of December 31, 2017, a significant portion of the Company’s operations are part of an existing Autoliv legal entity. Prior to 2015, the Company did not maintain separate books and records for the Veoneer operations and it is not possible to compute the Company’s historic E&P on a separate company basis back to the start of Veoneer’s operations. Further, the transition tax is based in part on the amount of those earnings held in cash and other

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

specified assets. The Company has not maintained separate historic bank accounts for Veoneer which would be required to compute the tax. Therefore, the Company is not able to compute a reasonable estimate of the one-time tax. The Company also has generated significant losses in the U.S. which would reduce the liability to zero. Therefore, for purposes of the carve-out financials, the Company has not recorded the impact of the one-time transition tax.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company assesses all available evidence, both positive and negative, to determine the amount of any required valuation allowance. Valuation allowances have been established for the Company’s US, Swedish, and Japanese operations and the Company’s joint venture in Japan.

The Company has reserves for income taxes that represent the Company’s best estimate of the potential liability for tax exposures. Inherent uncertainties exist in estimates of tax exposures due to changes in tax law, both legislated and concluded through the various jurisdictions’ court systems. Any income tax liabilities resulting from operations prior to April 1, 2018, are assumed to be settled with Parent on the last day Veoneer is part of the Autoliv group and will be relieved through the Parent company investment. There were no material changes to the Company’s uncertain tax positions as of March 31, 2018. The Company files income tax returns in the United States federal jurisdiction, and various states and non-U.S. jurisdictions as part of the Parent’s income tax filings.

Since the Company’s operations are generally part of an existing Autoliv legal entity, the existing Autoliv legal entity is the primary obligor and will be responsible for handling any income tax audit and settling any audits with the taxing authority. To the extent that the Company has accrued a liability for an uncertain tax position, such liabilities will be settled with Parent on the last day the Company is part of the Parent’s group and will be relieved through the Parent company investment.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in tax expense.

7. Inventories

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

 

     As of  
     March 31, 2018      December 31,
2017
 

Raw materials

   $ 103.5      $ 90.0  

Work in progress

     14.1        21.4  

Finished products

     66.8        70.0  
  

 

 

    

 

 

 

Inventories

   $ 184.4      $ 181.4  

Inventory valuation reserve

     (23.7    $ (27.2
  

 

 

    

 

 

 

Total inventories, net of reserve

   $ 160.7      $ 154.2  
  

 

 

    

 

 

 

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

8. Equity Method Investments

As of March 31, 2018, the Company has one equity method investment.

On April 18, 2017, Autoliv and Volvo Cars completed the formation of their joint venture, Zenuity AB. Autoliv made a cash contribution of SEK 1 billion ($111.5 million as of April 18, 2017) and also contributed intellectual property, lab equipment and an assembled workforce. Autoliv and Volvo Cars each have a 50% ownership of Zenuity and neither entity has the ability to exert control over the joint venture, in form or in substance. Autoliv has accounted for its investment in Zenuity under the equity method and the investment is shown in the line item Investments and other non-current assets in the Combined Balance Sheets. The contributed intellectual property, lab equipment, and an assembled workforce have been assessed to constitute a business as defined by ASU 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business. FASB ASC Topic 810, Consolidation states that when a group of assets that constitute a business is derecognized, the carrying amounts of the assets and liabilities are removed from the Combined Balance Sheets. The investor would recognize a gain or loss based on the difference between the sum of the fair value of any consideration received less the carrying amount of the group of assets and liabilities contributed at the date of the transaction. The equity value of Zenuity on the date of the closing of the transaction of approximately $250.0 million has been calculated using the discounted cash flow method of the income approach. Autoliv’s 50% share of the equity value, approximately $125 million, represents its investment in Zenuity, including its cash contribution at inception. The Company recorded a gain of approximately $11 million in 2017 based on the difference between Autoliv’s share of Zenuity’s equity value less the carrying value of the group of assets and liabilities derecognized. Autoliv believes that the calculated fair value represents its best estimate of the equity value of Zenuity considering the expected synergies to be achieved with the joint venture from the contributed assets including synergies of future combined Research & Development leading to the next generation of autonomous driving software.

At the end of the first quarter of 2018, Autoliv contributed 600 MSEK (approximately $71.5 million) in cash (representing 50% of the total contribution, with the remainder made by Volvo Cars) into Zenuity to support its future operating cash flow needs.

The profit and loss attributed to the investment is shown in the line item loss from equity method investments in the Combined Statements of Operations. Autoliv’s share of Zenuity’s loss for the first three months of 2018 was $14.0 million. As of March 31, 2018, the Company’s equity investment in Zenuity amounted to $159.0 million after consideration of foreign exchange movements.

Certain Unaudited Summarized Income Statement information of Zenuity for the three months ended March 31, 2018, is shown below:

 

     Three months
ended
 
     March 31, 2018  

Net sales

   $ 0.9  

Gross profit

     —    

Operating loss

     (28.2

Loss before income taxes

     (27.9

Net loss

     (28.0

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

9. Goodwill

 

     Electronics
Segment
 

GOODWILL

  

Carrying amount at December 31, 2017

   $ 291.7  

Translation differences

     (0.2
  

 

 

 

Carrying amount at March 31, 2018

   $ 291.5  
  

 

 

 

10. Accrued Expenses and Product Related Liabilities

 

     As of  
     March 31, 2018      December 31, 3017  

Operating related accruals

   $ 61.3      $ 55.0  

Employee related accruals

     60.5        57.3  

Customer pricing accruals

     48.2        36.3  

Product related liabilities

     23.0        22.1  

Other accruals

     20.2        24.5  
  

 

 

    

 

 

 

Total Accrued Expenses

   $ 213.2      $ 195.2  
  

 

 

    

 

 

 

Veoneer is exposed to product liability and warranty claims in the event that the Company’s products fail to perform as represented and such failure results, or is alleged to result, in bodily injury, and/or property damage or other loss. The Company has reserves for product risks. Such reserves are related to product performance issues including recall, product liability and warranty issues. For further information, see Note 14 Contingent Liabilities.

The Company records liabilities for product related risks when probable claims are identified and when it is possible to reasonably estimate costs. Provisions for warranty claims are estimated based on prior experience, likely changes in performance of newer products, and the mix and volume of the products sold. The provisions are recorded on an accrual basis. The table below summarizes the change in the balance sheet position of the product related liabilities.

 

     Three monts ended  
     March 31, 2018      March 31, 2017  

Reserve at beginning of the period

   $ 22.1      $ 29.5  

Change in reserve

     6.7        (0.6

Cash payments

     (6.1      (6.9

Translation difference

     0.3        0.3  
  

 

 

    

 

 

 

Reserve at end of the year

   $ 23.0      $ 22.3  
  

 

 

    

 

 

 

For the three months ended March 31, 2018, provisions mainly related to recall related issues and the cash paid mainly related to recall and warranty related issues. The provisions and cash paid for the three months ended March 31, 2017 mainly related to recall related issues. The increase in the reserve balance as of March 31, 2018 compared to the prior year was mainly due to recall related issues offset by the cash payments for warranties and product liabilities. Insurance receivables are included within Prepaid expenses and other current assets in the Combined Balance Sheets.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

11. Retirement Plans

DEFINED BENEFIT PLANS

Multiemployer Plan with Autoliv

Autoliv offers various retirement benefits to its eligible employees which includes eligible employees of Veoneer both in the U.S. and foreign countries. These plans are both contributory and non-contributory. Since Autoliv provides these benefits to eligible employees and retirees of Veoneer, the costs to participating employees of Veoneer in these plans are reflected in the Unaudited Condensed Combined Financial Statements, while the related assets and liabilities are retained by Autoliv. Expense allocations for these benefits were determined based on a review of personnel assigned to the Veoneer business as well as an allocation of corporate function personnel.

The total Autoliv defined benefit pension plan expenses allocated to Veoneer and contributions made to the plan were $0.4 million and $0.6 million for three months ended March 31, 2018 and March 31, 2017, respectively. The service cost and amortization of prior service cost components are reported among other employee compensation costs in the Combined Statements of Operations. The remaining components (interest cost, expected return on plan assets and amortization of actuarial loss) are reported as other non-operating items, net in the Combined Statements of Operations. These costs were funded through intercompany transactions with Autoliv, which are reflected within the Net Parent Investment balance.

The most significant defined benefit plan is the U.S. plan for which the benefits are based on an average of employee’s earnings in the years preceding retirement and on credited service.

Veoneer Plans

Veoneer has a number of defined benefit pension plans, both contributory and non-contributory, in Japan, Canada, and France which provide retirement benefits to eligible participants collectively referred to as the “Veoneer Plans”. The plans benefits are primarily based on employee earnings and credited service.

In Japan, there are two non-contributory defined benefit plans and both plans are funded plans. One plan was initiated in conjunction with the ANBS acquisition in 2016. In Canada, there is one contributory defined benefit plan and one non-contributory defined benefit plan. Both plans are funded plan arrangements, one for hourly employees and one for salaried employees. The hourly plan has closed participation with the remaining employees continuing to accrue benefits. The salaried plan is still open to new entrants. In France, there are two non-contributory defined benefit plans and both plans are unfunded plans. Both plans are still open to new entrants.

The components of total Net Periodic Benefit Cost associated with the Veoneer’s defined benefit retirement plans are as follows.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

COMPONENTS OF NET PERIODIC BENEFIT COST ASSOCIATED WITH THE DEFINED BENEFIT RETIREMENT PLAN

 

     Three months ended  
     March 31, 2018      March 31, 2017  

Service cost

   $ 1.2      $ 1.2  

Interest cost

     0.4        0.3  

Expected return on plan assets

     (0.6      (0.5

Amortization of prior service costs

     —          0.1  

Amortization of actuarial loss

     —          0.1  
  

 

 

    

 

 

 

Net periodifc benefit cost

   $ 1.0      $ 1.2  
  

 

 

    

 

 

 

The service cost and amortization of prior service cost components are reported among other employee compensation costs in the Combined Statements of Operations. The remaining components (interest cost, expected return on plan assets and amortization of actuarial loss) are reported as other non-operating items, net in the Combined Statements of Operations.

12. Equity

 

     Three Months ended March 31, 2018  
     Equity attributable to  
     Net Parent
Investment
    Accumulated Other
Comprehensive Income

/ (Loss)
    Non-controlling
Interests
    Total  

Balance at beginning of period

   $ 843.9     $ (8.3   $ 121.5     $ 957.1  

Comprehensive Income (Loss):

        

Net loss

     (32.3     —         (4.7     (37.0

Foreign currency translation

     —         8.0       2.5       10.5  

Net change in cash flow hedges

     —         0.4       —         0.4  

Pension liability

     —         0.3       —         0.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Comprehensive Income (Loss)

     (32.3     8.7       (2.2     (25.8

Net transfers from Parent

     105.4       —         1.2       106.6  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 917.0     $ 0.4     $ 120.5     $ 1,037.9  
  

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months ended March 31, 2017  
     Equity attributable to  
     Net Parent
Investment
    Accumulated Other
Comprehensive Loss
    Non-controlling
Interests
    Total  

Balance at beginning of period

   $ 876.7     $ (29.3   $ 241.7     $ 1,089.1  

Comprehensive Income (Loss):

        

Net loss

     (19.8     —         (2.2     (22.0

Foreign currency translation

     —         8.1       1.6       9.7  

Net change in cash flow hedges

     —         (2.6     —         (2.6

Pension liability

     —         0.1       —         0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Comprehensive Income (Loss)

     (19.8     5.6       (0.6     (14.8

Net transfers from Parent

     0.2       —         (0.1     0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 857.1     $ (23.7   $ 241.0     $ 1,074.4  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

13. Stock Incentive Plan

Certain eligible Veoneer employees participate in the Autoliv, Inc. 1997 Stock Incentive Plan (the Plan) sponsored by the Parent. Under the Parent’s Plan, employees receive 50% of their long-term incentive (LTI) grant value in the form of performance shares (PSs) and 50% in the form of restricted stock units (RSUs) commencing with grants in February 2016. Prior to this, stock options and RSUs were issued. The source of the shares issued upon vesting of awards is generally from Autoliv treasury shares.

The grantee may earn 0-200% of the target number of PSs based on achievement of specified targets for Autoliv’s compound annual growth rate (CAGR) for sales and Autoliv’s CAGR in earnings per share relative to an established benchmark growth rate. Each performance target is weighted 50% and results are measured at the end of the three-year performance period. Each PS represents a promise to transfer a share of the Parent’s common stock to the employee following completion of the performance period, provided that the performance goals mentioned above are met and provided, further, that the grantee remains employed through the performance period, subject to certain limited exceptions.

In February 2018, under the Parent’s LTI program, certain Veoneer employees received RSUs with dividend rights. The RSUs were granted on February 18, 2018 and will vest on the third anniversary of the grant date. The fair value of RSUs granted in 2018 is calculated by using the closing stock price on the grant date. The fair value for the RSUs granted on February 18, 2018 was $5.8 million.

The RSUs granted on February 15, 2016 and May 9, 2016 vest in three approximately equal annual installments beginning on the first anniversary of the grant date, and the RSUs granted on February 19, 2017 will vest in one installment on the third anniversary of the grant date. The RSUs and PSs granted in 2017 entitle the grantee to receive dividend equivalents in the form of additional RSUs and PSs subject to the same vesting conditions as the underlying RSUs and PSs, respectively.

The fair value of the RSUs and PSs granted under the LTI program are calculated as the grant date fair value of the shares expected to be issued. For the grants made during 2017, the fair value of a PS and a RSU is calculated by using the closing stock price at grant date. For the grants made during 2016 and earlier, the fair value of a RSU and a PS was estimated using the Black Scholes valuation model. The grant date fair value for the RSUs at February 19, 2017 was $1.5 million. This cost will be amortized straight line over the vesting period. The grant date fair value of the PSs at February 19, 2017 was also $1.5 million. For PSs, the grant date fair value of the number of awards expected to vest is based on the Parent’s best estimate of ultimate performance against the respective targets and is recognized as compensation cost on a straight-line basis over the requisite vesting period of the awards. The Parent assesses the expected achievement levels at the end of each quarter. As of March 31, 2018, the Parent believes it is probable that the performance conditions for the two grants will be met, although at a different level, and has recorded the compensation expense accordingly. The cumulative effect of the change in estimate is recognized in the period of change as an adjustment to compensation expense.

Veoneer recognized total stock (RSUs, PSs and SOs) compensation cost of $1.1 million and $0.8 million, in the Combined Statements of Operations, for three months ended March 31, 2018 and March 31, 2017, respectively.

14. Contingent Liabilities

LEGAL PROCEEDINGS

Various claims, lawsuits and proceedings are pending or threatened against the Company, covering a range of matters that arise in the ordinary course of its business activities with respect to commercial, product liability and

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

other matters. Litigation is subject to many uncertainties, and the outcome of any litigation cannot be assured. After discussions with counsel, it is the opinion of management that the various legal proceedings and investigations to which the Company currently is a party will not have a material adverse impact on the combined financial position of Veoneer, but the Company cannot provide assurance that Veoneer will not experience material litigation, product liability or other losses in the future.

PRODUCT WARRANTY, RECALLS AND INTELLECTUAL PROPERTY

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

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

The Company carries insurance for potential recall and product liability claims at coverage levels based on the Company’s prior claims experience. Veoneer cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in the Company’s businesses, now or in the future, or that such coverage always will be available should the Company, now or in the future, wish to extend, increase or otherwise adjust the Company’s insurance.

In its products, the Company utilizes technologies which may be subject to intellectual property rights of third parties. While the Company does seek to procure the necessary rights to utilize intellectual property rights associated with its products, it may fail to do so. Where the Company so fails, the Company may be exposed to material claims from the owners of such rights. Where the Company has sold products which infringe upon such

 

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Table of Contents

Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

rights, its customers may be entitled to be indemnified by the Company for the claims they suffer as a result thereof. Such claims could be material. The table in Note 10 – Accrued Expenses and Product Related Liabilities summarizes the change in the balance sheet position of the product related liabilities.

On May 18, 2018 the Company was informed by one of its customers that it would make a field campaign to proactively address a higher than usual warranty return ratio on one of the Company’s products. The estimated costs associated with this campaign are approximately $6.0 million and have been accrued as of March 31, 2018. A portion of this cost may be reimbursed through insurance but this potential reimbursement is not reflected in the Condensed Combined Financial Statements as it is not assured. In addition, the Company is cooperating with Honda Motor Company (HMC) in a recall announced on June 1, 2018 of currently approximately 210,000 vehicles equipped with certain brakes produced by ANBS. The recall relates to a certain component of such brakes that the Company manufactures and that the Company believes were manufactured in accordance with the HMC’s specifications. However, the Company may be obligated to indemnify HMC for some or all costs associated with such recall. The Company determined pursuant to ASC 450 that a loss with respect to this issue is reasonably possible. The Company is unable at this time to estimate such loss, including a range thereof. Additionally, as discussed in Note 17, Subsequent Events, the Company entered into an agreement on April 1, 2018 with Autoliv under which we believe most potential costs associated with these recalls would be indemnifiable according to the terms of such agreements.

15. Segment Information

The Company has two operating segments, Electronics and Brake Systems. Electronics includes all of electronics resources and expertise, restraint control systems and active safety products and Brake Systems provides brake control and actuation systems. The operating results of the operating segments are regularly reviewed by the Company’s chief operating decision maker to assess the performance of the individual operating segments and make decisions about resources to be allocated to the operating segments.

 

     Three months ended  
NET SALES, INCLUDING INTERSEGMENT SALES    March 31, 2018      March 31, 2017  

Electronics

   $ 480.9      $ 462.9  

Brake Systems

     113.6        121.9  
  

 

 

    

 

 

 

Total segment sales

     594.5        584.8  

Intersegment sales

     (0.2      (1.5
  

 

 

    

 

 

 

Total net sales

   $ 594.3      $ 583.3  

 

     Three months ended  
(LOSS) BEFORE INCOME TAXES    March 31, 2018      March 31, 2017  

Electronics

   $ (1.1    $ (2.6

Brake Systems

     (7.7      (1.9
  

 

 

    

 

 

 

Segment operating (loss)/income

     (8.8      (4.5

Corporate and other

     (7.2      (5.9

Interest and other non-operating items, net

     —          (0.6

Loss from equity method investments

     (14.0      —    
  

 

 

    

 

 

 

Loss before income taxes

   $ (30.0    $ (11.0

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

     Three months ended  
CAPITAL EXPENDITURES    March 31, 2018      March 31, 2017  

Electronics

   $ 15.5      $ 17.8  

Brake systems

     15.4        9.5  
  

 

 

    

 

 

 

Total capital expenditures

   $ 30.9      $ 27.3  

 

     Three months ended  
DEPRECIATION AND AMORTIZATION    March 31, 2018      March 31, 2017  

Electronics

   $ 18.0      $ 28.7  

Brake Systems

     9.9        11.7  
  

 

 

    

 

 

 

Total depreciation and amortization

   $ 27.9      $ 40.4  

 

     As of  
SEGMENT ASSETS    March 31, 2018      December 31, 2017  

Electronics

   $ 1,308.1      $ 1,254.6  

Brake Systems

     414.5        376.7  
  

 

 

    

 

 

 

Segment assets

   $ 1,722.6      $ 1,631.3  

Corporate and other

     38.0        31.2  
  

 

 

    

 

 

 

Total assets

   $ 1,760.6      $ 1,662.5  

16. Relationship with Parent and Related Entities

Historically, Veoneer has been managed and operated in the normal course of business with other affiliates of Autoliv. Accordingly, certain shared costs have been allocated to Veoneer and reflected as expenses in the stand-alone Unaudited Condensed Combined Financial Statements. Management of Autoliv and Veoneer consider the allocation methodologies used to be reasonable and appropriate reflections of historical expenses of Autoliv attributable to Veoneer for purposes of the stand-alone Financial Statements; however, the expenses reflected in the Unaudited Condensed Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Veoneer historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the Unaudited Condensed Combined Financial Statements may not be indicative of expenses that will be incurred in the future by Veoneer.

Transactions between Autoliv and Veoneer, with the exception of sales and purchase transactions and reimbursements for payments made to third-party service providers by Autoliv on Veoneer’s behalf, are reflected in equity in the Combined Balance Sheets as Net Parent Investment and in the Condensed Combined Statements of Cash Flows as a financing activity in Net transfers from Parent.

TRANSACTIONS WITH OTHER AUTOLIV BUSINESSES

Throughout the periods covered by the Unaudited Condensed Combined Financial Statements, Veoneer sold finished goods to Autoliv. Related party sales to other Autoliv businesses amount to $22.4 million and $16.7 million for the three months ended March 31, 2018 and March 31, 2017. Furthermore, engineering services relating to Passive safety electronics, have been rendered to Autoliv amounting to $0.2 million and $0.3 million for the three months ended March 31, 2018 and March 31, 2017.

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

RELATED PARTY BALANCES

Amounts due to and due from related parties as summarized in the below table:

 

     As of  
RELATED PARTY    March 31, 2018      December 31, 2017  

Related party notes receivable

   $ —        $ 76.0  

Related party payables

     5.6        5.0  

Related party long-term debt

     36.2        62.2  

The related party payables mainly relate to an agreement between Autoliv-Nissin Brakes Systems and various Autoliv companies. The related party long-term debt is subject to a longer term loan agreement maturing at September 30, 2019 with an interest rate of Autoliv Prime Rate, which represents Autoliv AB’s funding rate adjusted for the loan currency factor. During the three months ended March 31, 2018 one of the related party debt agreements for $31 million was settled and all the other related party agreements with Autoliv were terminated as on April 1, 2018. There were no new related party agreements during the three months ended March 31, 2018.

 

     Three months ended  
RELATED PARTY INTEREST    March 31, 2018      March 31, 2017  

Interest Income

   $ 0.1      $ —    

Interest Expense

   $ 0.2        —    

The related party long-term debt also consists of a capital lease arrangement at Autoliv Nissin Brake Systems (a 51% owned subsidiary) for $13.5 million and $11.0 million as of March 31, 2018 and December 31, 2017, respectively. The capital lease is with Nissin Kogyo, the 49% owner of Autoliv Nissin Brake Systems.

CORPORATE COSTS/ALLOCATIONS

The Unaudited Condensed Combined Financial Statements include corporate costs incurred by Autoliv for services that are provided to or on behalf of Veoneer. These costs consist of allocated cost pools and direct costs. Corporate costs have been directly charged to, or allocated to, Veoneer using methods management believes are consistent and reasonable. The method for allocating corporate function costs to Veoneer is based on various formulas involving allocation factors. The methods for allocating corporate administration costs to Veoneer are based on revenue, headcount, or other relevant metrics. However, the expenses reflected in the Unaudited Condensed Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Veoneer historically operated as a separate, stand-alone entity. All corporate charges and allocations have been deemed paid by Veoneer to Autoliv in the period in which the cost was recorded in the Combined Statements of Operations.

Allocated corporate costs included in Costs of sales, Selling, general and administrative expenses and Research, development and engineering expenses were for shared services and infrastructure provided, which includes costs such as information technology, accounting, legal, real estate and facilities, corporate advertising, risk and insurance services, treasury, shareholder services and other corporate and infrastructure services.

CASH MANAGEMENT AND FINANCING

Autoliv uses a centralized approach to cash management and financing its operations, including the operations of Veoneer. Accordingly, none of the cash and cash equivalents have been allocated to Veoneer in the Unaudited Condensed Combined Financial Statements. Disbursements are made through centralized accounts payable

 

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Veoneer, Inc.

Notes to Unaudited Condensed Combined Financial Statements

(U.S. DOLLARS IN MILLIONS)

 

systems, which are operated by Autoliv. Cash receipts are transferred to centralized accounts, also maintained by Autoliv. As cash is disbursed and received by Autoliv, it is accounted for by Veoneer through the Net Parent Investment. All short-term and long-term debt is financed by Autoliv or by Nissin Kogyo and financing decisions for wholly and majority owned subsidiaries are determined by Autoliv’s corporate treasury operations.

17. Subsequent Events

On April 1, 2018, Autoliv and Veoneer signed the Master Transfer Agreement that indicates the assets and liabilities that will be transferred to Veoneer. In addition, the agreement provides that Autoliv will indemnify Veoneer for all the warranties, recalls and product related liabilities existing as of March 31, 2018. As such, Veoneer will record a receivable net of insurance recoveries in future periods associated with the liabilities. In addition, Autoliv and Veoneer entered into a Transition Services Agreement under which certain services are provided by Autoliv to Veoneer and certain services are provided by Veoneer to Autoliv.

On April 1, 2018, Veoneer signed the Intercompany Price Reduction Program Agreement. Under this agreement the Company committed to reimburse Autoliv for $5.5 million for certain amounts provided to a Veoneer customer by Autoliv.

 

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Report of Independent Auditors

To the Board of Directors

Zenuity AB

We have audited the accompanying consolidated financial statements of Zenuity AB, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated income statement, statement of changes in equity and cash flow statement for the period from April 18, 2017 through December 31, 2017, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with Swedish generally accepted accounting principles (K3); this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Zenuity AB at December 31, 2017, and the consolidated results of its operations and its cash flows for the period from April 18, 2017 through December 31, 2017 in conformity with Swedish generally accepted accounting principles (K3).

In Note 24 to the consolidated financial statements is a reconciliation from Swedish generally accepted accounting principles (K3) to U.S. generally accepted principles.

/s/ Ernst & Young AB

Gothenburg, Sweden

April 26, 2018

 

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Zenuity AB

Corporate identity number 559073-6871

Consolidated financial statements

For the financial year April 18 2017 - December 31 2017

 

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Zenuity AB

Corporate identity number 559073-6871

Income statement

 

 

Amounts in TSEK

   Note      18 April 2017-
31 December 2017
 

Net sales

        40 001  

Cost of services sold

        -37 384  
     

 

 

 

Gross profit

        2 617  

Selling and administrative expenses

        -80 313  

Research and development expenses

        -452 605  

Other operating income

     3        8 290  

Other operating expenses

     6        -2 652  
     

 

 

 

Operating profit/loss

     4,5,7        -524 663  

Profit/loss from financial items

     

Interest income and similar profit/loss items

     8        1 970  

Interest expense and similar profit/loss items

     9        -2 597  
     

 

 

 

Loss after financial items

        -525 290  
     

 

 

 

Loss before tax

        -525 290  

Tax expense for the year

     10        -3 294  
     

 

 

 

Net loss for the year

        -528 584  

 

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Zenuity AB

Corporate identity number 559073-6871

Balance sheet

 

 

Amounts in TSEK

   Note      31 December 2017  

ASSETS

     

Non-current assets

     

Intangible assets

     

Capitalised expenditures for software and similar

     11        23 722  

Concessions, patents, licences, trademarks and similar rights

     12        256 171  
     

 

 

 
        279 893

Property, plant and equipment

     

Leasehold improvements

     13        1 950  

Equipment, plant and machinery

     14        105 370  
     

 

 

 
        107 320  

Financial assets

     

Deferred tax asset

     16        62 429  

Other long-term receivables

     17        8 520  
     

 

 

 
        70 949  
     

 

 

 

Total non-current assets

        458 162  

Current assets

     

Current receivables

     

Receivables from owners

        20 060  

Other receivables

        19 801  

Prepaid expenses and accrued income

     18        93 937  
     

 

 

 
        133 798  

Cash and bank balances

     

Cash and bank

     21        384 136  
     

 

 

 
        384 136  
     

 

 

 

Total current assets

        517 934  
     

 

 

 

TOTAL ASSETS

        976 096  

 

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Zenuity AB

Corporate identity number 559073-6871

Balance sheet

 

 

Amounts in TSEK

   Note      31 December 2017  

EQUITY AND LIABILITIES

     

Equity

     

Share capital

     19        500  

Share premium reserve

        1 320 297  

Translation reserve

        -3 587  

Net profit/loss for the year

        -528 584  
     

 

 

 
        788 126  
     

 

 

 
        788 626  

Provisions

     

Deferred tax liability

     16        62 429  
     

 

 

 
        62 429  

Current liabilities

     

Accounts payable - trade

        23 469  

Liabilities to owners

        15 718  

Current tax liability

        3 286  

Other liabilities

        12 627  

Accrued expenses and deferred income

     20        69 941  
     

 

 

 
        125 041  
     

 

 

 

TOTAL EQUITY AND LIABILITIES

        976 096  

 

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Zenuity AB

Corporate identity number 559073-6871

Statement of changes in equity

 

 

31 December 2017

                                  
     Share capital      Share
premium
reserve
     Translation
reserve
     Profit-/loss
brought
forward incl.
net profit-
/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  

 

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Zenuity AB

Corporate identity number 559073-6871

Cash flow statement

 

 

Amounts in TSEK

          18 April 2017-
31 December 2017
 

Operating activities

     

Loss after financial items

        -525 290  

Adjustments for non-cash items, etc.

     22        45 064  

Income tax paid

     

Increase(-)/Decrease(+) of current receivables

        -133 798  

Increase(+)/Decrease(-) of current liabilities

        111 659  
     

 

 

 

Cash flow from operating activities

        -502 365  
     

 

 

 

Investing activities

     

Acquisition of property, plant and equipment

        -87 191  

Acquisition of intangible assets

        -18 535  

Contribution in kind, net liquid effect

     22        239  

Acquisition of financial assets

        -8 520  
     

 

 

 

Cash flow from investing activities

        -114 007  
     

 

 

 

Financing activities

     

Issue of ordinary shares

        500  

Received shareholders’ contribution

        1 000 555  
     

 

 

 

Cash flow from financing activities

        1 001 055  
     

 

 

 

Cash flow for the year

        384 683  

Cash and cash equivalents at the beginning of the year

        —    

Exchange rate differences in cash and cash equivalents

        -547  
     

 

 

 

Cash and cash equivalents at the end of the year

     21        384 136  

 

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Zenuity AB

Corporate identity number 559073-6871

Notes

 

Amounts in TSEK unless otherwise stated

 

Note 1 Accounting principles

These consolidated financial statements have been prepared in accordance with the Annual Accounts Act and the Swedish Accounting Standards Board’s generally accepted accounting principles BFNAR 2012:1 Annual Report and consolidated accounts (K3).

Assets, provisions and liabilities have been valued at cost unless otherwise stated below.

Intangible assets

Research and development

Expenditures for research activities, i.e. the planned and systematic search for new scientific or technical knowledge and insight, are expensed as incurred.

Internal development costs are expensed when incurred in accordance with the expense model in BFNAR 2012:1.

Other intangible assets - intellectual property rights, licences and similar rights

Other intangible assets acquired are valued at cost less accumulated amortisation and impairment.

Amortisations

Amortisation is made on a straight-line basis over the asset’s estimated useful life. The amortisation is recognised as an expense in the income statement.

 

Acquired intangible assets    Useful life  

Software licences

     3 years  

Software

     7 years  

Intellectual Property

     7 years  

Property, plant and equipment

Property, plant and equipment is valued at cost less accumulated depreciation and impairment.

Depreciation

Depreciation is performed on a straight-line basis over the asset’s estimated useful life, since it reflects the expected usage of the asset’s future economic benefits. The depreciation is recognised as an expense in the income statement.

 

Property, plant and equipment    Useful life  

Leasehold improvements

     10 years  

Equipment, tools, fixtures and fittings

     3-5 years  

Impairment - Property, plant, equipment and intangible assets and shares in group companies

At every closing date, an assesment is made concerning whether or not there is an indication that an asset’s value is lower than its carrying value. If an indication exists, the recoverable amount of the asset is calculated in order to identify a potential impairment charge.

 

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Zenuity AB

Corporate identity number 559073-6871

 

The recoverable amount is the highest of the fair value less cost to sell and the value in use. When calculating the value in use, future expected cash flows that the asset is expected to generate in the ongoing operations and when disposed of are discounted to a net present value. The discount rate before tax is used as it reflects current market assessment of the time value of money and the risks attributable to the asset. An impairment loss is reversed only to the extent that the asset´s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Leases

Lessee

All lease contracts are defined as operating lease contracts.

Lease payments, including up-front payments but excluding expenditures for services, such as insurance and maintenance, are expensed on a straight-line basis over the lease term.

Basis of consolidation

Group companies are consolidated as from the date the Group obtains control over a subsidiary. The consolidation is prepared according to the aquisition method.

In preparing consolidated financial statements, any Intra-Group transactions have been eliminated.

The Group was established through contribution in kind of shares in subsidiaries, intagible and tangible assets from its owners including a cash contribution. See further note 22 and 23 for details.

Foreign currencies

Items in foreign currencies

Monetary items denominated in foreign currencies are translated at the exchange rate at the reporting date. Non-monetary items that are measured at their fair value in a foreign currency are translated at the exchange rate at the time of the fair value measurement. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.

Foreign currency differences are recognised in the income statement.

Foreign operations

The assets and liabilities of foreign operations are translated from the foreign operation’s functional currency to the Group’s reporting currency, SEK, using the exchange rates prevailing on the balance sheet date.

Revenues and expenses of foreign operations are translated into SEK using the average exchange rates that approximates the exchange rates prevailing at each transaction date. Translation differences are recognized in a separate equity component.

Financial assets and liabilities

Financial assets and liabilities are accounted for in accordance with BFNAR 2012:1, chapter 11 - Financial instruments measured at cost.

 

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Zenuity AB

Corporate identity number 559073-6871

 

Accounting in and derecognition from the balance sheet

A financial asset or financial liability is recognised in the balance sheet when the Group becomes a part of the financial instrument’s contractual agreement. A financial asset is derecognised when the contractual right to the cash flow from the asset has expired or been settled. The same is applicable when the risks and benefits that are associated with the holdings in all material aspects are transferred to another party and the Group does not possess any control over the financial asset. A financial liability is derecognised when the contractual obligation has been fulfilled or expired.

Measurement of financial assets

Financial assets are initally measured at cost, including any transaction costs that are directly attributable to the acquisition.

Subsequent to intitial recognition, financial current assets are measured at the lower of cost and net realisable value.

Accounts receivable and other receivables are measured individually at the amount expected to be received.

Subsequent to initial recognition, financial non-current assets are measured at cost adjusted for potential impairment losses and revaluations.

Shares in subsidiaries

Shares in subsidiaries are accounted for at cost less accumulated impairment losses (with addition of revaluations). The acquisition cost includes; purchase price and expenditures directly attributable to the acquisition.

Employee benefits

Post-employment benefits

Classification

Plans for post-employment benefits are classified either as defined contribution plans or defined benefit plans.

For defined contribution plans, determined fees are paid to another Company, normally an insurance Company, and the Group does not have any other obligation to the employee when the fee is paid. The size of the employee’s post-employment benefits is dependent on the fees that have been paid and the return on the accumulated fees.

For defined benefit plans, the Group has an obligation to provide the benefits agreed upon to current and earlier employees. The Group carries, in all material aspects, the risk for the benefits to be higher than expected (actuarial risk) and the risk for the return on the assets to deviate from the expectations (investment risk). Investment risk also exists if the assets are transferred to another Company.

Defined contribution plans

Obligations for contributions (fees) to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments are available.

 

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Zenuity AB

Corporate identity number 559073-6871

 

Defined benefit plans

The Group has chosen to apply the simplifying rules presented in BFNAR 2012:1.

In Sweden the Group has post-employment defined benefit obligations for personnel which are insured by Alecta. Alecta is the largest Swedish life insurance Company and safeguards the majority of the private sector’s defined benefit pension plans, i.e., the ITP-plan. Alecta is not able to provide specific information for each customer’s obligations and fair value of related assets which is necessary information in order to account for the obligations in accordance with the rules for defined benefit plans. Therefore, all obligations relating to the Swedish ITP-plan are accounted for as defined contribution plans in accordance with the rules for multi-employer plans.

Plans for which pension premiums are paid are accounted for as defined contribution plans, which implies that the fees are expensed in the income statement.

Other long-term employee benefits

Liabilities regarding other long-term employee benefits are recognised at the present value of the obligations at the balance sheet date.

Termination benefits

Termination benefits, to the extent the employee does not provide the Group with any future services, are only recognised as a liability and expense when the Group has a legal or informal obligation to either

a) terminate an employee’s or group of employees’ employment before the normal time for the employment’s termination, or

b) give termination benefits through offerings that encourage voluntary termination.

Termination benefits are accounted for as a provison at the earlier of the date

a) when the Group can no longer withdraw the offer ot those benefits; and

b) when the entity recognises costs for a restructuring that involves the payment of termination benefits.

Tax

Tax expense for the year in the income statement consists of current tax and deferred tax. Current tax is the income tax for the current financial year, which refers to the year’s taxable profit and the part of earlier financial years’ income tax that have not been recognised. Deferred tax is recognised based on temporary differencies between the carrying amounts of assets and liabilites and their value for tax purposes.

Deferred tax assets for unused tax losses are recognised to the extent it is probable that future taxable profits will be available to use the tax losses for.

Revenue

The inflow of economic benefits that the Group receives or will receive on its own behalf are recognised as revenue. Revenue is measured at the fair value of the consideration received or receivable.

 

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Zenuity AB

Corporate identity number 559073-6871

 

Service agreements and construction contract – continuous

Revenue from engagements on continuous contracts are recognised as revenue in line with work performed and services delivered or consumed.

All revenue refer to services provided to the owners regarding engineering hours on the owners projects.

Shareholders’ contribution

Shareholders’ contribution that has been made without issued shares or other received equity instruments in exchange is recognised in the balance sheet as an increase of the investments’ carrying amount.

Shareholders’ contribution that has been received without issued shares or any other equity instruments in exchange are recognised directly in equity.

 

Note 2 Estimates and judgements

At each reporting date the Group assesses whether there is an indication that intangible assets may be impaired. As the Group was established during 2017 and the establishment of its business is ongoing there is no indication that intangible assets recognised may be impaired.

See further note 23 for details and judgements related to contributions received at the formation of the parent of the Group.

 

Note 3 Other operating income

 

    18 April 2017-
31 December 2017
 

Exchange rate gains on operating receivables/liabilities

    2 303  

Other

    5 987  
 

 

 

 
    8 290  

 

Note 4 Employees, personnel costs and remunerations to Board of Directors

Average number of employees

 

     18 April 2017-
31 December 2017
     whereof
men
 

Sweden

     206        80

Germany

     49        87

US

     41        90
  

 

 

    

 

 

 

Total

     296        83

Disclosure of gender distribution in the management of the Group

 

     31 December 2017
Proportion of women
 

Board of Directors

     0

Other senior management

     27

 

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Zenuity AB

Corporate identity number 559073-6871

 

Salaries, other remunerations and social security expenses, including pension expenses

 

     18 April 2017-
31 December 2017
 

Salaries and remunerations

     146 865  

Social security expenses

     56 794  

(of that pension expenses) 1)

     (13 329

 

1) Of the Company’s pension expenses 356 TSEK relate to the Managing Director.

 

Note 5 Depreciation, amortisation and impairment of property, plant and equipment and intangible assets

 

     18 April 2017-
31 December 2017
 

Depreciation and amortisation according to plan divided by asset

  

Capitalised expenditures for software and similar

     -3 790  

Concessions, patents, licences, trademarks

     -26 889  

Leasehold improvements

     -160  

Equipment, plant and machinery

     -16 092  
  

 

 

 
     -46 931  

 

Note 6 Other operating expenses

 

     18 April 2017-
31 December 2017
 

Exchange rate losses on operating receivables/liabilities

     -2 607  

Capital losses

     -45  
  

 

 

 
     -2 652  

 

Note 7 Operating lease

Lease contracts where the Group is the lessee

 

     31 December 2017  

Future minimum lease payments regarding non-cancellable operating lease contracts

  

Within one year

     49 700  

Between one and five years

     156 600  

Later than five years

     147 972  
  

 

 

 
     354 272  
     18 April 2017-
31 December 2017
 

The financial year’s recognised lease expenses

     17 118  

The main part of the lease expense refer to expenses regarding office rent.

 

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Zenuity AB

Corporate identity number 559073-6871

 

Note 8 Interest income and similar profit/loss items

 

     18 April 2017-
31 December 2017
 

Interest income, other

     1 970  
  

 

 

 
     1 970  

 

Note 9 Interest expense and similar profit/loss items

 

     18 April 2017-
31 December 2017
 

Interest expense, other

     -2 597  
  

 

 

 
     -2 597  

 

Note 10 Tax expense for the year

 

     18 April 2017-
31 December 2017
 

Current tax expense

     -3 294  
  

 

 

 
     -3 294  

Reconciliation of effective tax rate

 

     18 April 2017-
31 December 2017
 
     Percent     Amount  

Loss before tax

       -525 290  

Tax according to current tax rate for the parent Company

     22,0     115 564  

Non-deductible depreciation

     -1,3     -6 865  

Increase of loss carry-forward without corresponding recognised deferred tax

     -21,1     -110 810  

Effect due to other tax rates and tax regulations

     -0,2     -1 183  
  

 

 

   

 

 

 

Reported effective tax

     -0,6     -3 294  

 

Note 11 Capitalised expenditures for software and similar

 

     31 December 2017  

Accumulated acquisition costs

  

At the beginning of the year

     —    

Contribution in kind

     16 068  

Acquisitions

     11 833  

Translation differences during the year

     -422  
  

 

 

 

At the end of the year

     27 479  

Accumulated amortisation

  

Amortisation during the year

     -3 790  

Translation differences during the year

     33  
  

 

 

 

At the end of the year

     -3 757  
  

 

 

 

Carrying amount at the end of the year

     23 722  

 

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Zenuity AB

Corporate identity number 559073-6871

 

Note 12 Concessions, patents, licences, trademarks and similar rights

 

     31 December 2017  

Accumulated acquisition costs

  

At the beginning of the year

     —    

Contribution in kind

     276 356  

Acquisitions

     6 702  

Other changes

     —    

Translation differences during the year

     1  
  

 

 

 

At the end of the year

     283 059  

Accumulated amortisation

  

At the beginning of the year

     —    

Amortisation during the year

     -26 888  

Translation differences during the year

     —    
  

 

 

 

At the end of the year

     -26 888  
  

 

 

 

Carrying amount at the end of the year

     256 171  

 

Note 13 Leasehold improvements

 

     31 December 2017  

Accumulated acquisition costs

  

At the beginning of the year

     —    

Contribution in kind

     710  

Acquisitions

     1 459  

Translation differences during the year

     -61  
  

 

 

 

At the end of the year

     2 108  

Accumulated depreciation

  

At the beginning of the year

     —    

Depreciation during the year

     -160  

Translation differences during the year

     2  
  

 

 

 

At the end of the year

     -158  

Carrying amount at the end of the year

     1 950  

 

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Zenuity AB

Corporate identity number 559073-6871

 

Note 14 Equipment, plant and machinery

 

     31 December 2017  

Accumulated acquisition costs

  

At the beginning of the year

     —    

Contribution in kind

     36 456  

Acquisitions

     85 930  

Disposals

     -211  

Translation differences during the year

     -787  
  

 

 

 

At the end of the year

     121 388  

Accumulated depreciation

  

At the beginning of the year

     —    

Reversed depreciation on disposals

     13  

Depreciation during the year

     -16 092  

Translation differences during the year

     61  
  

 

 

 

At the end of the year

     -16 018  

Carrying amount at the end of the year

     105 370  

 

Note 15 Participation in group companies

 

     31 December 2017  

Accumulated acquisition costs

  

At the beginning of the year

     —    

Acquisitions

     103 888  
  

 

 

 

At the end of the year

     103 888  

Specification of the Parent Company’s participation in group companies

 

     31 December 2017  

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        53 020        3 602  

Zenuity Inc, 81-4350409, Delaware

     100        100,0        55 820        53 582        2 700  

Acquisitions during the year

Zenuity GmbH and Zenuity Inc. were founded during the year and were contributed to Zenuity AB via contribution in kind from the joint owners. Zenuity AB has made capital contribution to Zenuity GmbH of 47 829 TSEK and to Zenuity Inc. of 55 820 TSEK.

 

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Zenuity AB

Corporate identity number 559073-6871

 

Note 16 Deferred taxes

 

            2017-12-31         
     Deferred      Deferred         
     tax asset      tax liability      Net  

Significant temporary differences

        

Capitalised expenditures for developments

     —          2 182        -2 182  

Concessions, patents, licencies

     —          55 009        -55 009  

Equipment

     —          5 238        -5 238  

Taxrebate 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

        

Taxrebate related to acquisition of assets

     62 429        —          -62 429  
  

 

 

    

 

 

    

 

 

 
     62 429        —          -62 429  

Significant temporary differences attributable to deferred tax liability

        

Capitalised expenditures for developments

     9 919        —          9 919  

Concessions, patents, licencies

     250 037        —          250 037  

Equipment

     23 811        —          23 811  
  

 

 

    

 

 

    

 

 

 
     283 767        —          283 767  

Taxable loss carry-forward amounts to 503 683 TSEK.

 

Note 17 Other long-term receivables

 

     31 December 2017  

Accumulated acquisition costs

  

At the beginning of the year

     —    

Rental deposit

     8 520  
  

 

 

 

At the end of the year

     8 520  

Carrying amount at the end of the year

     8 520  

 

Note 18 Prepaid expenses and accrued income

 

     31 December 2017  

Prepaid services according to supplier agreements

     73 243  

Prepaid rent

     5 253  

Accrued income

     4 105  

Other items

     11 336  
  

 

 

 
     93 937  

 

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Table of Contents

Zenuity AB

Corporate identity number 559073-6871

 

Note 19 Number of shares and quotient value

 

     31 December 2017  

Ordinary shares:

  

Number of shares

     500 000  

Quotient value

     1  
Note 20 Accrued expenses and deferred income

 

     31 December 2017  

Accrued personnel expenses

     32 631  

Accrued consultant expenses

     14 447  

Prepaid revenue

     4 498  

Other items

     18 365  
  

 

 

 
     69 941  

 

Note 21 Cash equivalents

 

     31 December 2017  

The following sub-components are included in cash equivalents:

  

Bank balance

     384 136  
  

 

 

 
     384 136  

 

Note 22 Other disclosures to the cash flow statement

Adjustments for items not included in the cash flow etc.

 

     18 April 2017-  
     31 December 2017  

Depreciation and amortisation

     46 931  

Unrealised exchange rate differences

     -1 867  
  

 

 

 
     45 064  

Contribution in kind of subsidiary/assets, net liquid affect

 

     31 December 2017  

Intangible assets

     292 425  

Property, plant and equipment

     37 166  

Financial assets

     239  

Taxrebate 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  

 

F-93


Table of Contents

Zenuity AB

Corporate identity number 559073-6871

 

Zenuity AB was formed via contribution in kind at a fair value of 319 742 TSEK and a capital contribution of 1 000 555 TSEK in cash from the joint owners.

See further note 23 for details regarding the contributions from the owners.

 

Note 23 Information about the business, company, group and formation

Zenuity develops software for active automotive safety and self-driving vehicles. Zenuity started during 2017 but the Group originates from the safety leaders of the automotive industry and builds on robust industrial automotive solutions. Zenuity’s engineers have extensive experience and are now developing modular platforms for complete ADAS and AD systems and the combination of scalability and completeness allows for fast application cross vehicle variants and vehicle lines.

Parent Company information

Zenuity AB, corp id no 559073-6871, was created and registered on August 24, 2016. The Company changed name to Zenuity AB on December 7, 2016. The Company’s board of directors is based in Göteborg, Sweden.

Owners

Zenuity AB is a joint venture owned by Veoneer Sweden AB (50 %), corp id no 559131-0841, and Volvo Personvagnar AB (50 %), corp id no 556074-3089, Göteborg. Due to that no owner holds more than 50 % of the votes, Zenuity AB is not part of any parent group.

Purchases and sales from and to owners

Of the Group’s total purchases and sales in SEK, 18 % of the purchases and 100 % of the sales refer to owner companies.

All transactions with the owners are made at arm’s length.

For information regarding the contributions from the owners, see separate section below.

Information regarding the formation of the Group

Zenuity AB was created and registered in 2016 but started its business on April 18, 2017 when the joint owners contributed cash of 1 000 555 TSEK and contributed in kind at a fair value of 319 742 TSEK. The contribution included intellectual property rights, software, fixed assets, personnel, personnel related debt and shares in Zenuity GmbH and Zenuity Inc. The Company has treated the contribution as an asset acquisition. Most of the contributed assets have a tax value of zero resulting in temporary differences between book values and tax values. See further note 16 for specification of the current temporary differences.  ☐

 

Note 24 Reconciliation between Swedish GAAP and US GAAP

Zenuity AB prepared its consolidated financial statements in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board´s generally accepted accounting principles BFNAR 2012:1 (“K3”). The accounting policies are further described in the Note 1 Accounting principles.

Swedish GAAP as applied by Zenuity is based on IFRS for SMEs but with minor differences.

 

F-94


Table of Contents

Zenuity AB

Corporate identity number 559073-6871

 

As described in Note 1 Research and development, Zenuity applies a policy where all internal development costs are expensed when incurred. Therefore there is no US GAAP adjustment as the costs would also be expensed under US GAAP.

Below we present a reconciliation describing the main differences between Swedish GAAP and US GAAP for Zenuity AB consolidated financial statements.

 

SEK million

   18 April 2017-
31 December 2017
 

NET LOSS BASED ON SWEDISH GAAP

     -528,6  

Reversal of amortization of Tax Rebate Asset

     6,9  

NET LOSS BASED ON US GAAP

     -521,7  

SEK million

   31 December 2017  

SHAREHOLDERS’ EQUITY BASED ON SWEDISH GAAP

     788,6  

Reversal of amortization of Tax Rebate Asset

     6,9  

Goodwill

     924,6  

SHAREHOLDERS’ EQUITY BASED ON US GAAP

     1 720,1  

Goodwill and reversal of Tax Rebate Asset

Under Swedish GAAP the accounting treatment for formation of a joint venture is not explicitly regulated, and there is room for judgment. Zenuity management assessed that the contributions from the owners were contributions of assets that did not comprise a business under the Swedish GAAP definition of a business.

Certain assets (IP, tools and equipment and software) contributed by Volvo Cars and Autoliv had a tax value of zero. Since there were differences between carrying amounts and tax values, temporary differences were identified and as a result there was a deferred tax liability and a tax rebate asset recorded. This asset is being amortized over seven years.

Under US GAAP, management concluded that the assets and employees contributed to the JV constituted a business as defined in ASC 805. Management assessed two general approaches a joint venture might consider when recognizing those assets: (1) a fair value approach or (2) a carryover basis approach. Management determined that the fair value approach is the most appropriate as the contributing companies are not related parties and that the fair value is determinable as a valuation was performed in connection with the contributions.

There may be different approaches to determine the fair value. Management determined that a “Stand alone entity view” approach was appropriate when determine fair value. Under this approach the value of the consideration transferred equals the aggregate fair value of the joint venture immediately after formation. Management used a discounted cash flow analysis to calculate the fair value of Zenuity.

The differences between Swedish GAAP and US GAAP are: the Tax Rebate Asset is derecognized under US GAAP as an adjustment to Goodwill and Goodwill is established as the transaction meets the definition of a business under US GAAP. The amortization of the Tax Asset Rebate of SEK 6.9 million recorded under Swedish GAAP during 2017 is reversed. Further, an additional goodwill of SEK 924.6 million was recognized under US GAAP (not recognized under Swedish GAAP) as the difference between the fair value of the individual assets and liabilities contributed by the owners and the aggregate fair value of the joint venture at formation which was estimated to be USD 250 million.

 

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Table of Contents

Zenuity AB

Corporate identity number 559073-6871

 

Note 25 Subsequent events

On March 27, 2018, Zenuity AB received capital contribution in the form of cash from the two owners with a total amount of SEK 1,200 million. The owners contributed SEK 600 million each.

 

F-96

EX-99.2 10 d835049dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

Press Release   LOGO

Veoneer is now an independent, publicly traded company

Stockholm, Sweden, July 2, 2018: The spin-off from Autoliv Inc. has been completed and Veoneer Inc. (NYSE: VNE and SSE: VNE SDB) is now an independent, publicly traded company, with listings on NYSE and Nasdaq Stockholm. Regular trading in Veoneer starts today. The start of Veoneer as a public company will be celebrated with bell ringing ceremonies at both stock exchanges.

“Veoneer is the most focused active safety and autonomous driving company in the market. We have a unique combination of automotive grade experience and cutting-edge technology which makes us a sustainable leader in our industry”, said Jan Carlson, Chairman, President and CEO of Veoneer.

Veoneer is a growing technology company, focused on active safety, ADAS, autonomous driving and automotive safety electronics. The company’s purpose is to create trust in mobility.

In 2017, the Company (as the Electronics business segment of Autoliv) had a turnover of $2.3 billion. Veoneer currently has around 7,600 associates out of which roughly half are in RD&E. Veoneer’s customers are nearly all the top automotive manufacturers in the world.

As previously announced, as of the spin-off, Veoneer has approximately $1 billion in cash liquidity.

Veoneer will begin “regular way” trading on the New York Stock Exchange under the symbol “VNE” and on Nasdaq Stockholm under the symbol “VNE SDB” today. The Autoliv board previously approved a pro rata distribution of all the stock of Veoneer to Autoliv stockholders in a 1 to 1 ratio.

Veoneer has decided to choose Sweden as its Home Member State, pursuant to Article 2.1 (i) of the Transparency Directive (2004/109/EC), due to the listing of its Swedish Depositary Receipts on Nasdaq Stockholm.

Morgan Stanley acted as financial advisor to Autoliv and Veoneer.

This information is such that Veoneer is obliged to make public pursuant to the Swedish Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out below, on July 2, 2018 at 8.00 (CEST).

For more information

Media:

Thomas Jönsson, Communications & IR, tel +46 (0)8 58 72 06 27

Investors & analysts:

Thomas Jönsson, Communications & IR, tel +46 (0)8 58 72 06 27

Ray Pekar, Investor Relations, tel +1 (248) 794-4537

 

 

Veoneer

              

Box 130 89

        

SE-10302 Stockholm, Sweden

      Phone: +46 (0)8 527 762 00

Contact person: Thomas jönsson, GVP Communications

      www.veoneer.com   

1 (2)


About Veoneer – Our purpose is to create trust in mobility. We design and build state-of-the-art hardware, software, and solutions for active safety, ADAS, autonomous driving, restraint control and brake systems. Founded in 2018, Veoneer is building on a heritage of more than 60 years of automotive safety development. Headquartered in Stockholm, Sweden, Veoneer has 7,600 associates in 13 countries (joint ventures included) and is listed on the New York Stock Exchange (NYSE: VNE) and on Nasdaq Stockholm (SSE: VNE SDB). For more information, please visit www.veoneer.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 Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Veoneer, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions and fluctuations in the global automotive market. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

 

2 (2)

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