UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q
Quarterly Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934


For the quarterly period ended March 31, 2006

Commission File No.: 1-12933

 AUTOLIV, INC. 
(Exact name of registrant as
specified in its charter)

 Delaware 
(State or other jurisdic-
tion of incorporation or
organization)

 51-0378542 
(I.R.S. Employer Identi-
fication No.)

World Trade Center,
Klarabergsviadukten 70,
Box 70381,
SE-107 24 Stockholm, Sweden 
(Address of principal executive offices)

 N/A 
(Zip Code)

 +46 8 587 20 600 
(Registrant's telephone number,
including area code)

ITEM 1

FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are dollars in millions, except for per share amounts)
March 31, 2006

1. Basis of Presentation

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the financial statements. All such adjustments are of a normal recurring nature.

The consolidated balance sheet at December 31, 2005 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

The Company's reporting periods in this report consist of thirteen-week periods, ending on the Friday closest to the last day of the calendar month. The reporting periods for 2006 and 2005 ended on March 31, 2006 and April 1, 2005, respectively. For convenience, the accompanying financial statements have been shown as ending on the last day of the calendar month.

In the first quarter of 2006 the Company began accruing dividends when declared by the Board of Directors. The effect of this change is not material to the Company's financial position for this quarter or any prior fiscal periods.

Statements in this report that are not of historical fact are forward-looking statements, that involve risks and uncertainties that could affect the actual results of the Company. A description of the important factors that could cause Autoliv's actual results to differ materially from the forward-looking statements contained in this report may be found in Autoliv's reports filed with the Securities and Exchange Commission (the "SEC").

For further information, refer to the consolidated financial statements, footnotes and definitions thereto included in the Autoliv, Inc. annual report on Form 10-K for the year ended December 31, 2005.

The filings with the SEC of annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, management certifications, current reports on Form 8-K and other documents can also be obtained free of charge from Autoliv at the Company's address. These documents are also available at the SEC's web site at www.sec.gov and at the Company's corporate website www.autoliv.com.


2. Inventories

Inventories are stated at lower of cost (principally FIFO) or market. The components of inventories were as follows, net of reserve:

March 31, 2006

December 31, 2005

Raw material

$161.7

$166.8

Work in progress

207.0

206.7

Finished products

107.2

111.9

$475.9

$485.4

3. Restructuring

2005

In 2005, employee-related restructuring provisions of $19.6 million were made for severance costs related to plant consolidation, primarily in the United Kingdom, Australia and France. The provision has been charged against other income and expense in the income statement. The change in liability during 2005 is mainly related to a resolution of a legal dispute. The table below summarizes the change in the balance sheet position of the total restructuring reserves from December 31, 2004 to December 31, 2005.

December 31

Cash

Change in

Translation

December 31

2004

payments

reserve

difference

2005

Restructuring - employee related

$4.7

$(15.7)

$19.6

$(.8)

$7.8

Liability

16.2

-

(6.0)

(.7)

9.5

Total reserve

$20.9

$(15.7)

$13.6

$(1.5)

$17.3

2006

The movements in the employee-related restructuring provisions in the quarter mainly relate to plant consolidation initiated in 2005, primarily in the United Kingdom, Australia and France. The provision has been charged against other income and expense in the income statement. The change in liability during 2006 is mainly related to a resolution of a legal dispute resulting in cash payments. The table below summarizes the change in the balance sheet position of the restructuring reserves from December 31, 2005 to March 31, 2006.

December 31

Cash

Change in

Translation

March 31

2005

payments

reserve

difference

2006

Restructuring - employee related

$7.8

$(3.4)

$3.4

-

$7.8

Liability

9.5

(4.5)

(1.3)

$.1

3.8

Total reserve

$17.3

$(7.9)

$2.1

$.1

$11.6

Quarter January - March

2006

2005

Reserve at beginning of the period

$33.3

$62.5

Change in reserve

(.5)

9.4

Cash payments

(4.7)

(9.0)

Translation difference

.6

(1.9)

Reserve at end of the period

$28.7

$61.0

5. Comprehensive Income

Comprehensive Income includes net income for the year and items charged directly to equity.

6. Stock Incentive Plan

Under the Autoliv, Inc. 1997 Stock Incentive Plan (the "Plan") adopted by the Shareholders, and as further amended, awards have been made to selected executive officers of the Company and other key employees in the form of stock options and Restricted Stock Units ("RSUs"). All options are granted for 10-year terms, have an exercise price equal to the fair market value of the share at the date of the grant, and become exercisable after one year of continued employment following the grant date. Each RSU represents a promise to transfer one of the Company's shares to the employee after three years of service following the date of grant or upon retirement. The source of the shares issued upon share option exercise or lapse of RSU service period is treasury shares.

From January 2006, compensation costs for all of the Company's stock-based compensation awards are determined based on the fair value method, using a modified prospective method as defined by FAS123(R). The Company records the compensation expense for RSUs and stock options over the service lives of the employees during the vesting period. The effect of FAS-123(R) was less than 0.1 percentage points in relation to sales.

The total compensation expense for RSUs granted in 2006, 2005 and 2004 was $4.8 million, $4.6 million and $3.6 million, respectively. The weighted average fair value of options granted during 2006, 2005 and 2004 was estimated at $13.83, $13.33 and $11.11, respectively, using the Black-Scholes option-pricing model. The total compensation expense for stock options recognized during the quarter is $1.0 million.

Below is a pro-forma table to present how the Company's total and per share net income would have appeared had compensation costs for all of the Company's stock-based compensation awards been determined based on the fair value of such awards at the grant date, consistent with the methods of FAS-123 Accounting for Stock-Based Compensation:

Net income as reported

$77.9

Add:Compensation under intrinsic value method
  included in Net income, net of tax

.6

Deduct:Compensation under fair value

  method for all awards, net of tax

Net income pro-forma

$76.9

Earnings per share:

  As reported - basic

$.85

  As reported - assuming dilution

$.84

  Pro-forma - basic

$.84

  Pro-forma - assuming dilution

$.83

7. New Accounting Pronouncements

New accounting policies issued by the Financial Accounting Standards Board ("FASB"), which are effective on or after January 1, 2006, are the following:

Statement No.151 Inventory Cost, an amendment of ARB No. 42, Chapter 4, was issued in November 2004 and is effective for fiscal years beginning after June 2005. FAS-151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The application of FAS-151 did not have any significant impact on earnings and financial position.

Revised Statement No. 123 Share-Based Payment was issued in December 2004. On April 14, 2005, the SEC provided additional phased-in guidance regarding Statement No. 123 (R). Under the terms of this guidance the provisions became effective for the Company on January 1, 2006. Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values (i.e., pro-forma disclosure is no longer an alternative to financial statement recognition). The application of FAS-123(R) did not have a materially different impact than the pro-forma earnings previously disclosed in the note to the Stock Incentive Plan.

FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, which aims to clarify the requirement to record liabilities stemming from a legal obligation to clean up and retire fixed assets, like a plant or a factory, when a retirement depends on a future event. FIN 47 is effective for fiscal years ending after December 15, 2005. The application of FIN 47 did not have any significant impact on earnings and financial position.

8. Income Taxes

The effective tax rate for the first quarter of 2006 was 26.2%, which compares with 33.7% in the first quarter of 2005. During the quarter, several subsidiaries completed studies of R&D tax credit eligibility and concluded that they are able to substantially increase the benefit claimed for these credits for both 2005 and 2006. The 2005 catch-up effect was recorded entirely in the quarter. Excluding this catch-up effect, the effective rate for the quarter would have been approximately 32%.

At March 31, 2006, the Company had approximately $115 million of reserves for income taxes that may become payable in future periods as a result of tax audits. The Company provides reserves on the basis that all issues in all open years will be examined by tax authorities. At any given time the Company is undergoing tax audits in several tax jurisdictions and covering multiple years. The Company expects the completion of certain tax audits and the closure of certain tax years in the near term and believes that it is reasonably possible that a substantial portion of reserves could be released into income in some future period or periods.

9. Retirement Plans

The Company has non-contributory defined benefit pension plans covering employees at most U.S. operations. The benefits are based on an average of the employee's earnings in the years preceeding retirement and on credited service. Certain supplemental unfunded plan arrangements also provide retirement benefits to specified groups of participants. The new funding policy for U.S. plans is that the funding level will target meeting the accrued benefit obligation (ABO).

Autoliv, in consultation with the relevant plan fiduciaries, has revised its approach to investing global pension assets. From 2006 onwards, the level of equity exposure will be reduced from broadly 80% to approximately 65%. This move will help reduce volatility in both balance sheet and income statement figures for pensions going forward and takes into account the increasing maturity of its UK pension plan.

The Company has frozen participation in the Autoliv ASP, Inc. Pension Plan to include only those employees hired as of December 31, 2003.

The Company's main non-U.S. defined benefit plan is the U.K plan. The U.K. defined benefit plan was subject to a significant curtailment in 2005 in connection with a plant closure.

The Net Periodic Benefit Costs related to Other Post-retirement Benefits were not significant to the Consolidated Financial Statements of the Company for the three months ended March 31, 2006.

For further information on Pension Plans and Other Post-retirement Benefits, see Note 18 to the Consolidated Financial Statements of the Company included in the Company's Annual Report for the year ended December 31, 2005.

The components of the total net benefit cost associated with the Company's defined benefit retirement plans are as follows:

Service cost

$3.8

$4.6

Interest cost

2.9

2.7

Expected return on plan assets

(2.8)

(2.0)

Amortization of prior service cost

0

.2

Amortization of net (gain) loss

.6

.3

Net periodic benefit cost

$4.5

$5.8

10. Contingent Liabilities

For information on legal proceedings, see Part II - Other Information, Item 1.

Product Warranty and Recalls
Autoliv is exposed to product liability and warranty claims in the event that our products fail to perform as expected and such failure results, or is alleged to result, in bodily injury and/or property damage. The Company cannot assure that it will not experience any material warranty or product liability losses in the future or that it will not incur significant costs to defend such claims. In addition, if any of our products are or are alleged to be defective, we may be required to participate in a recall involving such 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. A recall claim or a product liability claim brought against us in excess of available insurance may have a material adverse effect on our 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 us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties, when the product supplied did not perform as represented. Accordingly the future costs of warranty claims by our customers may be material, however, we believe our established reserves are adequate to cover potential warranty settlements. Autoliv's warranty reserves are based upon our best estimates of amounts necessary to settle future and existing claims. The Company regularly evaluates the appropriateness of these reserves, and adjust them when appropriate. However, the final amounts determined to be due related to these matters could differ materially from our recorded estimates.

The table in section 4 "Product-Related Liabilities" above summarizes the change in the balance sheet position of the product related liabilities from December 31, 2005 to March 31, 2006.

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with our 2005 Annual Report on Form 10-K filed with the SEC on February 28, 2006. Unless otherwise noted, all dollar amounts are in millions.

Autoliv is one of the world's leading suppliers of automotive occupant safety restraint systems with a broad range of product offerings including modules and components for passenger and driver-side airbags, side-impact airbag protection systems, seatbelts, steering wheels, safety electronics, safety seats and other safety systems and products. Autoliv has production facilities in 30 countries and counts the world's largest car manufacturers among its customers.

Autoliv is a Delaware holding corporation with principal executive offices in Stockholm, Sweden, which owns two principal subsidiaries, Autoliv AB ("AAB" or "Autoliv AB") and Autoliv ASP, Inc.("ASP"). AAB, a Swedish corporation, is a leading developer, manufacturer and supplier to the automotive industry of car occupant restraint systems. Starting with seatbelts in 1956, AAB expanded its product lines to include seatbelt pretensioners (1989), frontal airbags (1991), side-impact airbags (1994), steering wheels (1995) and seat sub-systems (1996). ASP, an Indiana corporation, pioneered airbag technology in 1968 and has since grown into one of the world's leading producers of airbag modules and inflators. ASP designs, develops and manufactures airbag inflators, modules and airbag cushions, seatbelts and steering wheels. It sells inflators and modules for use in driver, passenger, side-impact and knee bolster airbag systems for worldwide automotive markets.

Shares of Autoliv common stock are traded on the New York Stock Exchange under the symbol "ALV" and Swedish Depositary Receipts representing shares of Autoliv common stock trade on the OM Stockholm Stock Exchange under the symbol "ALIV". Options in Autoliv shares are traded in Philadelphia and AMSE under the symbol "ALV".



RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2006 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2005

Market overview

During the three-month period ending March 31, 2006, light vehicle production in the Triad (i.e. Europe, North America and Japan) is estimated to have increased by almost 4% compared to the same quarter 2005. This was due to a sharp increase in Eastern Europe as well as to Asian manufacturers expanding their production in North America.

In Europe, (including Eastern Europe), where Autoliv generates more than half of its revenues, light vehicle production rose by 3% due to an increase of 18% in Eastern Europe. In Western Europe, light vehicle production was flat with an unfavorable model mix for Autoliv, which was worse than assumed in the first quarter forecast. The effect of the negative model mix was exacerbated by the phasing-out of production of certain old vehicle models in preparation of the launch of the next generation of these vehicle models.

In North America, which accounts for a quarter of Autoliv's consolidated revenues, light vehicle production increased by nearly 5%, which was more than twice as much as anticipated. GM, Ford and Chrysler ("the Big 3") increased their production by 2%, and the Asian and European vehicle manufacturers increased their production in North America by 11%, almost twice as much as expected. Since Autoliv has a higher sales value per vehicle with the Asian and European manufacturers than with an average Big-3 vehicle, the changes in the North American vehicle build were favorable for the Company.

In Japan, which accounts for nearly one tenth of Autoliv's consolidated sales, light vehicle production increased by 3%.

Autoliv's market is driven not only by vehicle production but also by the fact that new vehicle models are being equipped with more airbags and other safety systems. It is therefore important as a new driver of safety content value per vehicle that the U.S. Congress, later this spring, adopts the proposed new regulation on side-impact crash testing.


Sales for the first quarter
Consolidated Sales

During the quarter, Autoliv's consolidated net sales declined by just over 7% to $1,568 million compared to the first quarter of 2005. Excluding currency effects of more than 5%, sales decreased organically (i.e. sales excluding translation currency effects, and acquisitions/divestitures) by less than 2%. This decline was mainly due to the negative vehicle model mix in European light vehicle production.

Sales grew organically in all regions except Europe. This growth reflects the introduction of curtain airbags and other side airbags in an increasing number of new vehicle models as well as Autoliv's growing share of the safety electronics market. The growth also reflects Autoliv's strong performance in the Rest of the World ("RoW") where both vehicle production and the safety content per vehicle are increasing. These favorable effects, however, were not enough to offset the negative effects from changes in European vehicle production, continued pricing pressure from customers, strong competition in frontal airbags and the phase-out of unprofitable airbag inflators.


Sales by Product

Sales of airbag products (including steering wheels) decreased by 7% to $1,039 million. Excluding currency effects of 5%, organic sales declined by 2% as a result of the unfavorable vehicle model mix in Europe, the expiration of certain frontal airbag contracts and the phase-out of unprofitable airbag inflator designs. Sales of curtain airbags for head protection (organic sales up 9%) and of safety electronics (up 6%) continued to perform well, despite the negative vehicle model mix in the Company's most important market, i.e. Western Europe.

Sales of seatbelt products (including seat sub-systems) declined by 8% to $529 million. Currency effects reduced sales by 6%. The decline of 2% in organic sales was due to the unfavorable vehicle model mix in Europe and weak demand for non-core seat component products.


Sales by Region

Reported sales from Autoliv's European companies dropped by 15% to $822 million and organic sales by 7% (i.e. excluding currency effects of 8%). Organic sales were affected by the negative model mix in European light vehicle production and by the expiration of certain frontal airbag contracts. European sales were also reduced by 1% by the transfer of certain Honda business to Japan. These unfavorable effects were partially offset by increased curtain airbag sales to, for instance, Audi's Pikes Peak, Citroën's C6, Opel's Zafira, Skoda's Octavia, Toyota's Corolla and Yaris. The up-coming launch of Peugeot's 207 model also started to add sales toward the end of the quarter.

Sales from Autoliv's North American companies increased by almost 2% to $450 million due to strengthening demand for curtain airbags (up 35%) and market share gains in safety electronics (up 34%). Sales of side airbags for chest protection and steering wheels also grew, while sales were adversely impacted by fierce competition in frontal airbags and by continued phase-out of unprofitable airbag inflators. The strong sales performance in curtain airbags was driven by new business for Chrysler's Dodge Caliber and the ramp-up of production of Buick's LaCrosse, Honda's Pilot, Hyundai's Sonata and Volkswagen's Jetta.

Sales from Autoliv's companies in Japan declined by 3% to $146 million due to negative currency effects of 10%. The organic growth of 7% was impacted by the transfer of certain Honda business from Europe to Japan, which added 5% to sales. Organic sales growth occurred in all product lines except seatbelts, spearheaded by a 32% surge in organic sales of curtain airbags. Sales were driven by strong demand for mainly Toyota's Ryu and Rav4.

Sales from Autoliv companies in the Rest of the World (RoW) rose by 15% to $150 million. Excluding currency effects of 2%, sales grew organically by 13%. All product areas contributed to the organic sales growth which was especially strong in passenger airbags (up 22%), curtain airbags (up 51%) and safety electronics (up 77%). The demand was particularly strong in China and Korea, partially as a result of new business for Kia's Optima and Sedona.



Earnings for the Three-Month Period Ended March 31, 2006

The significant negative effect on sales of currency exchange rate changes has also had a major impact on the Company's reported profits. However, excluding the currency effects, last year's favorable profit trend continued, driven by the Company's systematic and ceaseless cost-reduction activities which have included actions such as plant consolidations, moving production to low-cost countries, consolidation of the supplier base and re-designing of products. The steady underlying profit trend also reflects Autoliv's leadership position in newer, expansive segments of the market (such as curtain airbags), the Company's consistent phase-out of unprofitable or low-margin products (such as certain inflators and seat components) as well as the Company's early and aggressive expansion in Asia. All these measures taken by the Company have made it possible to manage the fierce pricing pressure in the automotive industry.

During the quarter, reported gross profit decreased by 3% or $9 million to $330 million. The decrease was, however, entirely due to currency effects which reduced gross profit by $22 million. Gross margin improved to 21.0% from 20.0% during the first quarter 2005 partly due to a $6 million capital gain from the sale of the recently closed airbag assembly facility in the U.K. Excluding this capital gain, gross margin in the first quarter improved to 20.7%. The improvement was mainly the result of substantial reductions in labor costs, primarily reflecting the Company's comprehensive moves of production to low cost countries over the last several years (see also the "Headcount" section below). However, the margin improvement also reflects the temporary slow-down in new vehicle model launches which resulted in unusually low start-up costs for Autoliv in areas such as over-time, freight and scrap.

Operating income rose by 9% to $141 million - despite a 7% unfavorable currency effect - and operating margin rose to 9.0% from 7.6%. Last year, operating income was reduced by $11 million for the plant closure in the UK. This year, the above-mentioned capital gain improved operating margin by 0.4 percentage points. Excluding these effects, operating margin rose from 8.3% to 8.6% despite the relatively sharp decline in reported sales. The operating margin increase was due to the improvement in gross margin.

Selling, general and administrative expenses decreased by 5% but increased in relation to sales to 5.2% from 5.1% due to the relatively sharp drop in reported sales. The effect of FAS-123(R) was less than 0.1 percentage points. This new accounting statement requires companies to expense share-based payments to employees in the financial statements based on their fair market value.

Income before taxes grew by 8% to $133 million. Net interest expense stood unchanged despite a 40% increase in the average net debt from the first quarter of 2005. The adverse effect of higher debt was offset by interest rate savings of $6 million from the Jobs Creation Act transactions that Autoliv undertook towards the end of 2005.

Net income rose by 22% to $95 million as a result of the improved operating income and a lower effective tax rate. The effective tax rate for the first quarter of 2006 was 26.2%. This compares with 33.7% in the first quarter of 2005 and a previously forecasted rate of 33% for the full year 2006. During the quarter, several subsidiaries completed studies of R&D tax credit eligibility and concluded that they are able to substantially increase the benefit they claim for these credits for both 2005 and 2006. The 2005 catch-up effect was recorded entirely in the quarter. Excluding this catch-up effect, the effective rate for the quarter would have been approximately 32%. Excluding the R&D catch-up effect, the effective rate for the full year 2006 is now expected to be around 32%.

Earnings per share rose by 35% to $1.13 from 84 cents in the first quarter 2005. Of this increase of 29 cents in earnings per share, 12 cents was due to a lower effective tax rate and 7 cents to the stock repurchase program. (The average number of shares outstanding decreased by 9% to 84.0 million). Currency effects had a 9-cent negative effect.

Reported return on capital employed grew to 18% from 16% and reported return on equity rose to 16% from 12%.


LIQUIDITY AND SOURCES OF CAPITAL

Operations continued to generate positive cash flow. Before investing activities, cash flow amounted to $139 million and to $76 million after investing activities, compared to $90 million and $12 million, respectively, in the first quarter 2005. Cash flow after investing activities was boosted by $23 million primarily from the sale of the former airbag assembly facility in the U.K.

Capital expenditures, net, decreased by 22% or $17 million to $61 million due to $23 million sales of assets. Depreciation and amortization amounted to $73 million.

Autoliv continues to meet its target that working capital should not exceed 10% of annual sales, although working capital did increase to 9.1% of sales at the end of the quarter from 8.3% at the beginning and from 8.5% at the end of the first quarter 2005.

In relation to sales days, receivables stood at 75 days both during the quarter and a year ago. Days inventory was 30, a decline from 34 days at the end of the previous quarter and an increase from 29 days a year ago.

During the quarter, net debt increased by $18 million to $895 million, while net debt to capitalization stood unchanged at 27% despite share repurchases and cash dividend payments totaling $83 million. Compared to a year ago, net debt rose by $244 million and net debt to capitalization by 7 percentage points from 20%. Gross debt increased during the quarter by $416 million to $1,312 million due to stock repurchases, dividends paid and the temporary effects of the Jobs Creation Act transactions.

Autoliv's policy is to maintain a net debt position that is significantly below 3.0 times EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) and an interest coverage ratio significantly above 2.75 times. On March 31, these ratios were 1.1 and 14.5, respectively. At the end of the first quarter 2005, these ratios were 0.9 and 14.8, respectively.

During the quarter, equity decreased by $2 million to $2,314 million or to $27.91 per share. Equity increased by $95 million from net income, by $7 million from the exercise of stock options and by $6 million from favorable currency effects. Equity decreased by $56 million from share repurchases, $27 million from accrued dividends and by $27 million from dividend payments.



OFF-BALANCE SHEET ARRANGEMENTS

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.



HEADCOUNT

Total headcount (employees plus temporary hourly workers) increased by 450 during the quarter to 39,300 from an unseasonably low level at the beginning of the quarter due to extended shutdowns of many car plants over the holiday season. However, in high-labor-cost countries headcount continued to decline. The decline was almost 300, while headcount in low-labor-cost countries increased by more than 700.

As a consequence, 41% of headcount (and 44% of permanent employees excluding temporaries) are currently in low-labor-cost countries compared to 37% (and 40%, respectively) a year ago and less than 10% seven years ago, when the reallocation of production started to accelerate. Of total headcount, 13% are temporary workers (primarily in high-labor-cost countries).



PROSPECTS

During the second quarter of 2006, light vehicle production in the Triad is expected to decline by 2% primarily due to an 8% drop in Western Europe where Autoliv generates more than 50% of revenues. In addition, the European vehicle model mix is expected to continue to be unfavorable for Autoliv. In North America light vehicle production is expected to decrease by slightly more than 1% and increase in Japan by 3%. Assuming that the current exchange rates prevail, sales are expected to be negatively affected by 3% from currency effects. Based on these assumptions, Autoliv's sales are expected to decline by 8% in the second quarter, and operating margin may approach the 8.7% level achieved during the same quarter 2005. The effective tax rate for the second quarter is forecasted at approximately 32%.

Despite the fact that sales are now expected to decline more in the second quarter than anticipated earlier, Autoliv maintains its guidelines for the full year 2006 that organic sales (i.e. sales excluding currency effects) will be relatively flat. Although most of Autoliv's purchased components do not contain zinc and aluminum, the dramatic price escalations on these raw materials may start to have an impact on the Company's component costs. However, we currently believe that Autoliv should be able to offset these cost increases in 2006 with lower prices on other materials.



OTHER RECENT EVENTS

Launches in the 1^st quarter

• BMW's 5- and 6-series: Night Vision System
• BMW's new Z4 coupé: Safety electronics
• Fiat's new Ducato: Seatbelts
• Ford's new Galaxy: Passenger airbag, knee airbag, side airbags, Inflatable Curtains and seatbelts
• Ford's new S-max: Passenger airbag, knee airbag, side airbags, Inflatable Curtains and seatbelts
• Jaguar's new XK: Hood lifters for pedestrian protection
• Kia's new Optima: Driver airbag and passenger airbag, side airbags, Inflatable Curtains and safety electronics
• Toyota's new FJ Cruiser: Passenger airbag and Inflatable Curtains
• Toyota's new Rav4: Inflatable Curtains
• Toyota's new Yaris: Inflatable Curtains
• Volkswagen's new Eos: Passenger airbag
• Volvo's new S80: Passenger airbag, side airbags, Inflatable Curtains, seatbelts and integrated telephone

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the information that was provided in the Company's 2005 Annual Report on Form 10-K filed with the SEC on February 28, 2006.

ITEM 4

CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

Autoliv's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period, the Company's disclosure controls and procedures are effectively recording, processing, summarizing and reporting, on a timely basis information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

(b)

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15 (f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

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 and 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 litigations to which the Company is currently a party will not have a material adverse impact on the consolidated financial position of Autoliv, but the Company cannot provide assurance that Autoliv will not experience any material product liability or other losses in the future.

In December 2003, a U.S. Federal District Court awarded a supplier of Autoliv ASP, Inc. approximately $27 million plus pre-judgment interest of $6 million in connection with a commercial dispute. Autoliv has appealed the verdict and the supplier has cross-appealed in regard to the calculation of the amount of pre-judgment interest. The appeal and the cross-appeal are currently pending before the United States Court of Appeals for the Federal Circuit. Briefing and oral argument before the Court of Appeals is completed and decision is expected within approximately two to five months. While legal proceedings are subject to inherent uncertainty, Autoliv believes that it has meritorious grounds for appeal, which would result in a new trial, and that it is possible that the judgment could be eliminated or substantially altered. Consequently, in the opinion of the Company's management, it is not possible to determine the final outcome of this litigation at this time. It cannot be assured that the final outcome of this litigation will not result in a loss that will have to be recorded by the Company.

The Company believes that it is currently adequately insured against product and other liability risks, at levels sufficient to cover potential claims, but Autoliv cannot be assured that the level of coverage will be sufficient in the future or that such coverage will be available on the market.

There have been no material changes in the information that was provided in the Company's 2005 Annual Report on Form 10-K filed with the SEC on February 28, 2006.

(c)

Stock repurchase program

During the first quarter of 2006, Autoliv has repurchased 1,050,000 shares for $55.8 million at an average price of $53.18. Since the repurchasing program was adopted in 2000, Autoliv has bought back 21.1 million shares at an average price of $35.76 per share. Under the existing authorizations, another 8.9 million shares could be repurchased. Below is a summary of Autoliv's common stock repurchases by month for the quarter ended March 31, 2006:

ITEM 3.

ITEM 4.

ITEM 5.

ITEM 6.

Exhibit No.

Description

3.1

Autoliv's Restated Certificate of Incorporation incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 (File No. 333-23813, filing date June 13, 1997) (the "Registration Statement").

3.2

Autoliv's Restated By-Laws incorporated herein by reference to Exhibit 3.2 to the Registration Statement.

4.1

Rights Agreement, dated as of December 4, 1997, between Autoliv and First Chicago Trust Company of New York incorporated herein by reference to Exhibit 3 to Autoliv's Registration Statement on Form 8-A (File No. 1-12933, filing date December 4, 1997).

10.1

Facilities Agreement, dated November 13, 2000, among Autoliv, Inc. and the lenders named therein, as amended by amendment dated November 5, 2001, as further amended by amendment dated December 12, 2001, and as further amended by amendment dated June 6, 2002, is incorporated herein by reference to Exhibit 10.1 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.2

Autoliv, Inc. 1997 Stock Incentive Plan, incorporated herein by reference to Autoliv's Registration Statement on Form S-8 (File No. 333-26299, filing date May 1, 1997).

10.3

Amendment No. 1 to Autoliv, Inc. Stock Incentive Plan, is incorporated herein by reference to Exhibit 10.3 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.4

Form of Employment Agreement between Autoliv, Inc. and its executive officers, is incorporated herein by reference to Exhibit 10.3 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.5

Form of Supplementary Agreement to the Employment Agreement between Autoliv and certain of its executive officers, is incorporated herein by reference to Exhibit 10.3 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.6

Employment Agreement, dated November 11, 1998, between Autoliv, Inc. and Lars Westerberg, is incorporated herein by reference to Exhibit 10.3 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.7

Form of Severance Agreement between Autoliv and its executive officers, is incorporated herein by reference to Exhibit 10.3 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.8

Pension Agreement, dated November 26, 1999, between Autoliv AB and Lars Westerberg, is incorporated herein by reference to Exhibit 10.3 on Form 10-K (File No. 1-12933, filing date July 2, 2002).

10.9*

Form of Amendment to Employment Agreement - notice.

10.10*

Form of Amendment to Employment Agreement - pension.

10.11*

Form of Agreement - additional pension.

10.12**

Amendment No.2 to the Autoliv, Inc. 1997 Stock Incentive Plan.

11

Information concerning the calculation of Autoliv's earnings per share is included in Note 1 of the Consolidated Notes to Financial Statements contained in the Company's Annual Report on Form 10-K (File No. 1-12933, filing date March 10, 2005) and is incorporated herein by reference.

31.1***

Certification of the Chief Executive Officer of Autoliv, Inc. pursuant to Rules 13a-14(a) and 15d-14(a) of the the Securities Exchange Act of 1934, as amended.

31.2***

Certification of the Chief Financial Officer of Autoliv, Inc. pursuant to Rules 13a-14(a) and 15d-14(a) of the the Securities Exchange Act of 1934, as amended.

32.1***

Certification of the Chief Executive Officer of Autoliv, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2***

Certification of the Chief Financial Officer of Autoliv, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

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, thereunto duly authorized.

Date: May 4, 2006

AUTOLIV, INC.
(Registrant)

By: /s/ Magnus Lindquist



________________
Magnus Lindquist
Vice President
Chief Financial Officer



(Duly Authorized Officer and Principal Financial Officer)