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Discontinued Operations
3 Months Ended
Mar. 31, 2019
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

3. DISCONTINUED OPERATIONS

As discussed in Note 1. Basis of Presentation above, on June 29, 2018, the Company completed the spin-off of Veoneer and the requirements for the presentation of Veoneer as a discontinued operation were met on that date. Accordingly, Veoneer’s historical financial results are reflected in the Company’s unaudited condensed consolidated financial statements as discontinued operations. The Company did not allocate any general corporate overhead or interest expense to discontinued operations.

The financial results of Veoneer are presented as loss from discontinued operations, net of income taxes in the unaudited Condensed Consolidated Statements of Income. The following table presents the financial results of Veoneer (dollars in millions).

 

 

 

Three months ended

 

 

 

March 31, 2019

 

 

March 31, 2018

 

Net sales

 

$

 

 

$

571.9

 

Cost of sales

 

 

 

 

 

(453.0

)

Gross profit

 

 

 

 

 

118.9

 

Selling, general and administrative expenses

 

 

 

 

 

(25.7

)

Research, development and engineering expenses, net

 

 

 

 

 

(105.2

)

Amortization of intangibles

 

 

 

 

 

(5.3

)

Other income (expense), net

 

 

 

 

 

(0.7

)

Operating loss

 

 

 

 

 

(18.0

)

Loss from equity method investments

 

 

 

 

 

(14.0

)

Interest expense

 

 

 

 

 

(0.1

)

Other non-operating items, net

 

 

 

 

 

0.1

 

Loss before income taxes

 

 

 

 

 

(32.0

)

Income tax expense

 

 

 

 

 

(4.7

)

Loss from discontinued operations, net of income taxes

 

 

 

 

 

(36.7

)

Less: Net loss attributable to non-controlling interest

 

 

 

 

 

(4.7

)

Net loss from discontinued operations

 

$

 

 

$

(32.0

)

 

The Company incurred $20 million in separation costs related to the spin-off of Veoneer for the three month period ended March 31, 2018 and was reported in Other income (expense), net. These costs were primarily related to professional fees associated with planning the spin-off, as well as spin-off activities within finance, tax, legal and information system functions and certain investment banking fees incurred upon the completion of the spin-off.

 

In connection with the spin-off, Autoliv entered into definitive agreements with Veoneer that, among other matters, set forth the terms and conditions of the spin-off and provide a framework for Autoliv’s relationship with Veoneer after the spin-off (the “Spin-Off Agreements”). For more detailed information concerning the Spin-off Agreements, see Note 3 to the Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 21, 2019. No changes have been made to any of the agreements as of March 31, 2019.

Veoneer Capital Contribution

In connection with the spin-off, Autoliv capitalized Veoneer with approximately $1 billion of cash. Net assets of $2,129 million, including approximately $1 billion of cash, were transferred to Veoneer on or prior to the Distribution Date, including $13 million of accumulated other comprehensive loss (primarily related to pension and cumulative translation adjustment) and the non-controlling interest of $112 million. This resulted in a $2,030 million reduction to retained earnings. In the second half of 2018 an adjustment to the cash contribution amount of $5 million was made reducing the net assets contributed to Veoneer to $2,123 million. In the first quarter of 2019 an additional contribution of $2.5 million was made to Veoneer due to an adjustment of deferred tax assets related to Veoneer.

The following table presents depreciation, amortization, capital expenditures, acquisition of businesses and significant non-cash items of the discontinued operations related to Veoneer (dollars in millions).

 

 

 

Three months ended

 

 

 

March 31, 2019

 

 

March 31, 2018

 

Depreciation

 

$

 

 

$

22.6

 

Amortization of intangible assets

 

 

 

 

 

5.3

 

Capital expenditures

 

 

 

 

 

30.9

 

Acquisition in affiliate, net

 

 

 

 

 

71.0

 

M/A-COM earn-out adjustment

 

 

 

 

 

(14.0

)

Undistributed loss from equity method investment

 

 

 

 

 

14.0