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 27, 2019

Autoliv, Inc.

(Exact name of registrant as specified in its charter)

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

Klarabergsviadukten 70, Section B, 7th Floor

Box 70381

SE-107 24, Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 587 20 600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Section 2 – Financial Information

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

Issue of Notes by Autoliv, Inc.

On June 27, 2019, Autoliv, Inc. (the “Issuer”) issued EUR 100,000,000 of Floating Rate Notes due December 2020 (the “Notes”). The Notes have a coupon rate of the three-month Euro Interbank Offered Rate (EURIBOR) rate plus 0.50% per annum, and the issue price of the Notes was 100.168% of the aggregate nominal amount of the Notes. The Notes were offered to third parties in denominations of EUR 100,000 and increments of EUR 1,000 above that. Autoliv ASP, Inc. (the “Guarantor”) is guarantor of all payments due in respect of the Notes. The net proceeds from the offering of the Notes will be used by the Issuer for general corporate purposes.

The Notes were issued pursuant to the Pricing Supplement dated June 25, 2019 (the “Pricing Supplement”) which supplements the base listing particulars (the “Base Listing Particulars”) of the Issuer’s EUR 3,000,000,000 guaranteed medium term note programme dated April 11, 2019 (the “EMTN Programme”). Copies of the Pricing Supplement and the Base Listing Particulars are filed as Exhibits 1.1 and 4.1 to this Form 8-K, respectively, and are incorporated herein by reference.

The Notes were issued pursuant to the terms of: (i) the Programme Agreement dated April 11, 2019, by and among the Issuer, the Guarantor and the dealers named therein (the “Programme Agreement”); and (ii) the Agency Agreement dated April 11, 2019, by and among the Issuer, the Guarantor and the dealers named therein (the “Agency Agreement”). The Programme Agreement and the Agency Agreement contain customary terms and conditions. Copies of the Programme Agreement and the Agency Agreement are filed as Exhibits 4.2 and 4.3 to this Form 8-K, respectively, and are incorporated herein by reference.

Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin for the Notes to be admitted to the official list of Euronext Dublin and to trading on the Global Exchange Market of Euronext Dublin.

The Notes were issued pursuant to Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and have not been and will not be registered under the Securities Act. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, including the Notes or any other securities of the Issuer or the Guarantor.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1*	Pricing Supplement, dated June 25, 2019, of the EUR 100,000,000 of Floating Rate Notes due December 2020 issued by Autoliv, Inc.
4.1	Base Listing Particulars, dated April 11, 2019 (Exhibit 4.7 to the Form 10-Q Report of Autoliv, Inc. (File No. 001-12933) dated April 26, 2019).
4.2	Programme Agreement, dated April 11, 2019, by and among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein (Exhibit 4.8 to the Form 10-Q Report of Autoliv, Inc. (File No. 001-12933) dated April 26, 2019).
4.3	Agency Agreement, dated April 11, 2019, by and among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein (Exhibit 4.9 to the Form 10-Q Report of Autoliv, Inc. (File No. 001-12933) dated April 26, 2019).

(*) filed herewith

EXHIBIT INDEX

Exhibit   No.	Description
1.1*	Pricing Supplement, dated June 25, 2019, of the EUR 100,000,000 of Floating Rate Notes due December 2020 issued by Autoliv, Inc.
4.1	Base Listing Particulars, dated April  11, 2019 (Exhibit 4.7 to the Form 10-Q Report of Autoliv, Inc. (File No. 001-12933) dated April 26, 2019).
4.2	Programme Agreement, dated April  11, 2019, by and among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein (Exhibit 4.8 to the Form 10-Q Report of Autoliv, Inc. (File No.  001-12933) dated April 26, 2019).
4.3	Agency Agreement, dated April  11, 2019, by and among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein (Exhibit 4.9 to the Form 10-Q Report of Autoliv, Inc. (File No.  001-12933) dated April 26, 2019).

(*) filed herewith

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.

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

Date: June 27, 2019

EX-1.1

Exhibit 1.1

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FOR THE ISSUE OF NOTES DESCRIBED BELOW.

25 June 2019

Autoliv, Inc.

Legal entity identifier (LEI): A23RUXWKASG834LTMK28

Issue of €100,000,000 Floating Rate Notes due December 2020

Guaranteed by Autoliv ASP, Inc.

under the €3,000,000,000

Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Base Listing Particulars dated 11 April 2019 as supplemented by the supplement dated 13 June 2019 (the “Base Listing Particulars”). Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Listing Particulars. Copies of the Base Listing Particulars may be obtained during normal business hours at the Issuer’s registered office at Klarabergsviadukten 70, Section B, 7th Floor, Box 70381, SE-107 24, Stockholm, Sweden.

1.  (a)   Series Number:	1
(b)   Tranche Number:	1
(c)   Date on which the Notes will be consolidated and form a single Series:	Not Applicable
2.  Specified Currency or Currencies:	Euro (“€”)
3.  Aggregate Nominal Amount:
(a)   Series:	€100,000,000
(b)   Tranche:	€100,000,000
4.  Issue Price:	100.168% of the Aggregate Nominal Amount
5.  (a)   Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof
(b)   Calculation Amount (in relation to calculation of interest in global form see Conditions):	€1,000

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6.  (a)   Issue Date:	27 June 2019
(b)   Interest Commencement Date:	Issue Date
7.  Maturity Date:	Interest Payment Date falling in December 2020
8.  Interest Basis:	3-month EURIBOR plus 0.50% per annum Floating Rate
	(further particulars specified below)
9.  Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100% of their nominal amount
10.  Change of Interest Basis or Redemption/Payment Basis:	Not Applicable
11.  Put/Call Options:	Change of Control Put (further particulars specified below)
12.  Date approval for issuance of Notes and Guarantee obtained:	18 June 2019 and 21 June 2019 respectively
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.  Fixed Rate Note Provisions	Not Applicable
14.  Floating Rate Note Provisions	Applicable
(a)   Specified Period(s)/Specified Interest Payment Dates:	29 March, 29 June, 29 September and 29 December in each year, from and including 29 September 2019, to and including 29 December 2020 subject to adjustment in accordance with the Business Day Convention set out in (b) below (long first coupon)
(b)   Business Day Convention:	Modified Following Business Day Convention
(c)   Additional Business Centre(s):	Not Applicable
(d)   Manner in which the Rate of Interest and Interest Amount is to be determined:	Screen Rate Determination
(e)   Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):	Not Applicable
(f)   Screen Rate Determination:
•  Reference Rate:	3 month EURIBOR
•  Interest Determination Date(s):	The second day on which the TARGET2 System is open prior to the start of each Interest Period

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•  Relevant Screen Page:	Reuters Screen Page “EURIBOR01”
•  Observation Look-back Period:	Not Applicable
•  Reference Rate Replacement:	Applicable
(g)   ISDA Determination:	Not Applicable
(h)   Linear Interpolation:	Applicable – the Rate of Interest for the long first Interest Period shall be calculated using Linear Interpolation
(i) Margin(s):	+/- 0.50% per annum
(j) Minimum Rate of Interest:	0.00% per annum
(k)   Maximum Rate of Interest:	Not Applicable
(l) Day Count Fraction:	Actual/360
(m) Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:	Not Applicable
15.  Zero Coupon Note Provisions	Not Applicable
16.  Index Linked Interest Note	Not Applicable
17.  Dual Currency Interest Note Provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.  Notice periods for Condition 7.2:	Minimum period: 30 days Maximum period: 60 days
19.  Issuer Call:	Not Applicable
20.  Investor Put:	Not Applicable
21.  Change of Control Put:	Applicable
22.  Final Redemption Amount:	€1,000 per Calculation Amount
23.  Early Redemption Amount payable on redemption for taxation reasons, redemption following a Change of Control or on event of default and/or the method of calculating the same (if required):	€1,000 per Calculation Amount

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GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.  Form of Notes:	Registered Notes
	Global Note registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg (that is held under the NSS)
25.  Additional Financial Centre(s):	Not Applicable
26.  Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment.	Not Applicable
27.  Details relating to Instalment Notes:	Not Applicable
28.  Other terms or special conditions:	Not Applicable
Signed on behalf of Autoliv, Inc.:	Signed on behalf of Autoliv ASP, Inc.:
By: /s/ Christian Hanke	By: /s/ Christian Hanke
Duly authorised	Duly authorised

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PART B – OTHER INFORMATION

1.  LISTING	Application has been made by the Issuer (or on its behalf) to The Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes to be admitted to the official list and to trading on the Global Exchange Market of Euronext Dublin with effect from 27 June 2019.
2.  RATINGS
Ratings:	The Notes to be issued are expected to be rated A- (negative) by S&P Global Ratings Europe Limited.
3.  INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.
4.  OPERATIONAL INFORMATION
(i)  ISIN:	XS2017801445
(ii)   Common Code:	201780144
(iii)   CFI:	DTFXFR
(iv)  FISN:	AUTOLIV INC./0.01 MTN 20191227
(v)    Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable
(vi)  Delivery:	Delivery against payment
(vii)  Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
(viii)   Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation “yes” simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

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5.  DISTRIBUTION
(i)  Method of distribution:	Non-syndicated
(ii)   If syndicated, names of Managers:	Not Applicable
(iii)   Stabilisation Manager(s) (if any):	Not Applicable
(iv)  If non-syndicated, name of relevant Dealer:	Morgan Stanley & Co. International plc
(v)    U.S. Selling Restrictions:	Reg. S Compliance Category 2
(vi)  Additional selling restrictions:	Not Applicable
(vii)  Prohibition of Sales to EEA Retail Investors:	Not Applicable

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