(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, |
N/A (Zip Code) |
(Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such filing requirement for the past 90 days. |
ITEM 1 |
FINANCIAL STATEMENTS |
CONSOLIDATED
STATEMENTS OF INCOME (UNAUDITED) (Dollars in millions, except per share data) |
Quarter January - March |
||||
2007 | 2006 | |||
Net sales | ||||
- Airbag products | $1,104.3 | $1,038.8 | ||
- Seatbelt products | 594.9 | 529.1 | ||
Total net sales | 1,699.2 | 1,567.9 | ||
Cost of sales | (1,361.8) | (1,237.9) | ||
Gross profit | 337.4 | 330.0 | ||
Selling, general & administrative expenses | (92.3) | (81.7) | ||
Research, development & engineering expenses | (111.6) | (102.9) | ||
Amortization of intangibles | (6.9) | (3.8) | ||
Other income (expense), net | (0.6) | (1.1) | ||
Operating income | 126.0 | 140.5 | ||
Equity in earnings of affiliates | 1.3 | 1.4 | ||
Interest income | 2.0 | 2.6 | ||
Interest expense | (15.1) | (10.7) | ||
Other financial items, net | (1.0) | (0.7) | ||
Income before income taxes | 113.2 | 133.1 | ||
Income taxes | (37.3) | (34.9) | ||
Minority interests in subsidiaries | (2.7) | (3.6) | ||
Net income | $73.2 | $94.6 | ||
Earnings per share - basic | $0.91 | $1.13 | ||
Earnings per share - diluted | $0.91 | $1.13 | ||
Number of shares outstanding, excluding dilution and net of treasury shares (in millions) | 79.6 | 82.9 | Weighted average number of shares outstanding, assuming dilution and net of treasury shares (in millions) | 80.3 | 84.0 |
Cash dividend per share - paid | $0.37 | $0.32 | ||
See "Notes to unaudited consolidated financial statements". |
CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in millions) |
March 31 | December 31 | ||
2007 | 2006 | ||
(unaudited) | |||
Assets | |||
Cash & cash equivalents | $141.3 | $168.1 | |
Receivables | 1,379.7 | 1,206.7 | |
Inventories | 540.4 | 545.4 | |
Other current assets | 173.7 | 178.2 | |
Total current assets | 2,235.1 | 2,098.4 | |
Property, plant & equipment, net | 1,167.7 | 1,160.4 | |
Investments and other non-current assets | 179.0 | 175.7 | |
Goodwill | 1,570.6 | 1,537.1 | |
Intangible assets, net | 154.8 | 139.2 | |
Total assets | $5,307.2 | $5,110.8 | |
Liabilities and shareholders' equity | |||
Short-term debt | $325.9 | $294.1 | |
Accounts payable | 792.4 | 762.5 | |
Accrued expenses | 303.1 | 270.6 | |
Other current liabilities | 210.3 | 204.4 | |
Total current liabilities | 1,631.7 | 1,531.6 | |
Long-term debt | 953.1 | 887.7 | |
Pension liability | 92.2 | 93.8 | |
Other non-current liabilities | 137.1 | 109.7 | |
Minority interests in subsidiaries | 55.5 | 85.1 | |
Shareholders' equity | 2,437.6 | 2,402.9 | |
Total liabilities and shareholders' equity | $5,307.2 | $5,110.8 | |
See "Notes to unaudited consolidated financial statements." |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in millions) |
Quarter January - March |
||||
2007 | 2006 | |||
Operating activities | ||||
Net income | $73.2 | $94.6 | ||
Depreciation and amortization | 80.0 | 73.0 | ||
Deferred taxes and other | (0.2) | (0.3) | ||
Changes in operating assets and liabilities | (63.2) | (28.8) | ||
Net cash provided by operating activities | 89.8 | 138.5 | ||
Investing activities | ||||
Capital expenditures | (75.3) | (83.9) | ||
Proceeds from sale of property, plant and equipment | 0.8 | 22.8 | ||
Acquisitions of businesses and other, net | (78.0) | (1.4) | ||
Net cash used in investing activities | (152.5) | (62.5) | ||
Financing activities | ||||
Net increase (decrease) in short-term debt | 25.2 | (23.5) | ||
Issuance of long-term debt | 73.7 | 128.3 | ||
Repayments and other changes in long-term debt | - | (93.1) | ||
Dividends paid | (29.6) | (26.8) | ||
Shares repurchased | (40.2) | (55.9) | ||
Stock options exercised | 3.8 | 4.1 | ||
Minority interests and other, net | 1.5 | (0.2) | ||
Net cash used in financing activities | 34.4 | (67.1) | ||
Effect of exchange rate changes on cash | 1.5 | 11.1 | ||
Increase (decrease) in cash and cash equivalents | (26.8) | 20.0 | ||
Cash and cash equivalents at period-start | 168.1 | 295.9 | ||
Cash and cash equivalents at period-end | $141.3 | $315.9 | ||
See "Notes to unaudited consolidated financial statements." |
KEY RATIOS (UNAUDITED) |
Quarter January - March |
||||
2007 | 2006 | |||
Earnings per share - basic1) | $0.91 | $1.13 | ||
Earnings per share - diluted1) | $0.91 | $1.13 | ||
Equity per share | 30.62 | 27.91 | ||
Cash dividend per share - paid | 0.37 | 0.32 | ||
Operating working capital, $ in millions 3) | 819 | 552 | ||
Capital employed, $ in millions | 3,570 | 3,209 | ||
Net debt, $ in millions 3) | 1,133 | 895 | ||
Net debt to capitalization, % 3)4) | 31 | 27 | ||
Gross margin, % 5) | 19.9 | 21.0 | ||
Operating margin, % 6) | 7.4 | 9.0 | ||
Return on shareholders' equity, % | 12.1 | 16.3 | ||
Return on capital employed, % | 14.6 | 17.7 | ||
Weighted average no. of shares in millions 1)2) | 80.3 | 84.0 | ||
No. of shares at period-end in millions 7) | 79.6 | 82.9 | ||
No. of employees at period-end | 35,500 | 34,100 | ||
Headcount at period-end | 42,000 | 39,300 | ||
Days receivables outstanding 8) | 74 | 75 | ||
Days inventory outstanding 9) | 31 | 30 |
1)Net of treasury shares. 2)Assuming dilution. 3)See tabular presentation reconciling this non-GAAP measure to GAAP in the Management's Discussion & Analysis of Financial Condition and Results of Operations. 4)Net debt in relation to net debt, minority and equity. 5)Gross profit relative to sales. 6)Operating income relative to sales. 7)Net of treasury shares and excluding dilution. 8)Outstanding receivables relative to average daily sales. 9)Outstanding inventory relative to average daily sales. |
||||
See "Notes to unaudited consolidated financial statements." |
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Unless otherwise noted, all amounts are dollars in millions, except for per share amounts) March 31, 2007 |
|
March 31, 2007 |
December 31, 2006 |
|
Raw materials |
$198.6 |
$196.4 |
Work in progress |
235.3 |
234.5 |
Finished products |
106.5 |
114.5 |
Total |
$540.4 |
$545.4 |
1.4 Restructuring 2006 In 2006, the employee-related restructuring provisions mainly related to headcount reductions in high-cost countries. The cash payments mainly related to Europe and Australia for plant consolidation initiated in 2006, as well as in 2005. The change in liability during 2006 includes a resolution of a legal dispute resulting in cash payments. The changes in the reserves have been charged against "Other income (expense), net" in the income statement. The table below summarizes the change in the balance sheet position of the restructuring reserves from December 31, 2005 to December 31, 2006. |
December 31 |
Cash |
Change in |
Translation |
December 31 |
|||||
2005 |
payments |
reserve |
difference |
2006 |
|||||
Restructuring - employee related |
$7.8 |
$(15.2) |
$13.2 |
$0.6 |
$6.4 |
||||
Liability |
9.5 |
(4.5) |
(5.3) |
0.3 |
- |
||||
Total reserve |
$17.3 |
$(19.7) |
$7.9 |
$0.9 |
$6.4 |
During 2006, 938 employees covered by the restructuring reserves left the Company. As of December 31, 2006, 217 employees remained who are covered by the restructuring reserves.
|
December 31 |
Cash |
Change in |
Translation |
March 31 |
|||||
2006 |
payments |
reserve |
difference |
2007 |
|||||
Restructuring - employee related |
$6.4 |
$(1.6) |
$0.6 |
$0.0 |
$5.4 |
During the quarter, 71 employees covered by the reserves left the Company. As of March 31, 2007, 179 employees remained who are covered by the restructuring reserves. 1.5 Product-Related Liabilities The Company has reserves for product risks. Such reserves relate to product performance issues, including recall, product liability and warranty issues. The Company records liabilities for product related risks when probable claims are identified and it is possible to reasonably estimate costs. Provisions for warranty claims are estimated based on prior experience and likely changes in performance of newer products and the mix and volume of the products sold. The provisions are recorded on an accrual basis. Cash payments have been made for recall and warranty-related issues in connection with a variety of different products and customers. For further explanation, see section 1.11 "Contingent Liabilities" below. The table below summarizes the change in the balance sheet position of the product-related liabilities for the quarter. |
Quarter January - March |
||
2007 |
2006 |
|
Reserve at beginning of the period |
$22.8 |
$33.3 |
Change in reserve |
0.5 |
(0.5) |
Cash payments |
(3.2) |
(4.7) |
Translation difference |
0.1 |
0.6 |
Reserve at end of the period |
$20.2 |
$28.7 |
1.6 Comprehensive Income Comprehensive income includes net income for the year and items charged directly to equity. |
Quarter January - March |
||||
2007 | 2006 | |||
Net income | $73.2 | $94.6 | ||
Pension liability1) | 0.2 | - | ||
Fair value of derivatives | (0.1) | (0.4) | ||
Translation of foreign operations | 16.4 | 6.3 | ||
Other comprehensive income | 16.5 | 5.9 | ||
Comprehensive income | $89.7 | $100.5 |
1) In March 2006, prior to the implementation of FAS-158 on pensions accounting at December 31, 2006, the adjustment charged directly to equity was related to minimum pension liability.
1.7 Business Acquisitions On January 15, 2007, Autoliv Inc. acquired the remaining 35% of the shares in the Company's Korean subsidiary Autoliv-Mando, which had already been consolidated, for $80 million. The purchase price allocation is preliminary. 1.8 New Accounting Pronouncements Statement No.157, Fair Value Measurements ("FAS-157"), establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. FAS-157 was issued in September 2006 and is effective for fiscal years beginning after November 15, 2007. The Company has not yet evaluated the effects on earnings and financial position of the application of FAS-157. Statement No.159, The Fair Value Option for Financial Assets and Financial Liabilities ("FAS-159"), provides companies with an option to report selected financial assets and liabilities at fair value. The objective of FAS-159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. FAS-159 was issued in February 2007 and is effective for fiscal years beginning after November 15, 2007. The Company has not yet evaluated the effects on earnings and financial position of the application of FAS-159. 1.9 Income Taxes The effective tax rate for the first quarter of 2007 was 33%, compared to 26.2% in the first quarter of 2006. During the first quarter of 2006, several subsidiaries completed studies of R&D tax credit eligibility and recorded a 2005 catch-up effect entirely in that quarter. This catch-up effect caused an approximately 6% reduction to the effective tax rate for the first quarter 2006. The Company files income tax returns in the United States federal jurisdiction, and various states and foreign jurisdictions. The Company is no longer subject to income tax examination by the U.S. federal tax authorities for years prior to 2003. With few exceptions, the Company is also no longer subject to income tax examination by state or local tax authorities for tax years prior to 2003. In addition, with few exceptions, the Company is no longer subject to income tax examinations by non-U.S. tax authorities for years before 2001. The Internal Revenue Service ("IRS") began an examination of the Company's 2003-2005 U.S. income tax returns in the second quarter of 2006 that is anticipated to be completed in early 2008. In addition, the Company is undergoing tax audits in several non-U.S. jurisdictions covering multiple years. As of March 31, 2007, as a result of those tax examinations, the Company is not aware of any material proposed income tax adjustments. The Company expects the completion of certain tax audits in the near term and believes that it is reasonably possible that some portion of reserves could be released into income in some future period or periods. The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN-48"), on January 1, 2007. As a result of the implementation of FIN-48, the Company recognized a decrease of $9.9 million in the liability recorded for unrecognized tax benefits as a cumulative effect of a change in accounting principle, which was accounted for as an increase to the January 1, 2007 balance in retained earnings. The Company recognizes interest and potential penalties accrued related to unrecognized tax benefits in tax expense. The Company had approximately $4 million accrued for the payment of interest and penalties as of March 31, 2007. As of January 1, 2007, the Company had recorded approximately $39.6 million for unrecognized tax benefits, including accrued interest and penalties, related to prior years. During the first quarter 2007, the Company accrued an additional $1.5 million of additional unrecognized tax benefits based on tax positions related to the current year and interest accrued related to unrecognized tax benefits of prior years. Substantially all of these reserves would impact the effective tax rate if released into income. Of the total unrecognized tax benefits recorded at March 31, 2007, $19.9 million is classified as current tax payable and $21.2 million is classified as non-current tax payable on the balance sheet. Prior to the adoption of FIN-48, at December 31, 2006, all unrecognized tax benefits were classified as current tax payable. 1.10 Retirement Plans The Company has non-contributory defined benefit pension plans covering employees at most operations in the United States. Benefits are based on an average of the employee's earnings in the years preceding retirement and on credited service. Certain supplemental unfunded plan arrangements also provide retirement benefits to specified groups of participants. The Company has frozen participation in the U.S. pension plans to include only those employees hired as of December 31, 2003. The Company's main non-U.S. defined benefit plan is the plan in the United Kingdom. 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, 2007. The Net Periodic Benefit Cost increased by $2.1 million (excluding payroll tax) during the first quarter 2007 due to pension benefits that became fully accrued when Mr. Lars Westerberg retired as President and Chief Executive Officer of Autoliv Inc. on April 1, 2007, instead of June 2008 as originally planned. These pension costs are reported as Special Termination Benefit Cost in the table below. 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, 2006. The components of the total Net Periodic Benefit Cost associated with the Company's defined benefit retirement plans are as follows: |
Quarter January - March |
||||
2007 | 2006 | |||
Service cost |
$4.0 |
$3.8 |
||
Interest cost |
3.4 |
2.9 |
||
Expected return on plan assets |
(2.9) |
(2.8) |
||
Amortization of net (gain) loss |
0.5 |
0.6 |
||
Special termination benefit |
2.1 |
- |
||
Net periodic benefit cost |
$7.1 |
$4.5 |
1.11 Contingent Liabilities 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 the products are or are alleged to be defective, Autoliv 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 Autoliv in excess of available insurance may have a material adverse effect on the Company's business, financial condition and results of operations. 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 Autoliv 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 customers may be material. However, we believe our established reserves are adequate to cover potential warranty settlements. Autoliv'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 appropriateness of these reserves, and adjusts them when appropriate. However, the final amounts determined to be due related to these matters could differ materially from the Company's recorded estimates. The table in section 1.5 "Product-Related Liabilities" above summarizes the change in the balance sheet position of the product related liabilities from December 31, 2006 to March 31, 2007. For information on legal proceedings, see Part II - Other Information, Item 1. |
ITEM 2 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
Reconciliation of the change in "Organic sales" to GAAP financial measure Components of net sales increase (decrease) Quarter January - March, 2007 (Dollars in millions) |
Europe | N. America | Japan | RoW | Total | ||||||
% | $ | % | $ | % | $ | % | $ | % | $ | |
Organic sales change | 4.4 | 36.3 | (0.5) | (2.4) | 2.2 | 3.2 | 12.0 | 18.0 | 3.5 | 55.1 |
Impact of acquisitions/divestments | - | - | - | - | - | - | - | - | - | - |
Effect of exchange rates | 9.1 | 75.1 | (0.4) | (1.5) | (2.3) | (3.3) | 4.0 | 5.9 | 4.9 | 76.2 |
Reported net sales change | 13.5 | 111.4 | (0.9) | (3.9) | (0.1) | (0.1) | 16.0 | 23.9 | 8.4 | 131.3 |
Reconciliation of "Operating working capital" to GAAP Financial Measure (Dollars in millions) |
March 31, 2007 | December 31, 2006 | March 31, 2006 | ||||
Total current assets | $2,235,1 | $2,098.4 | $2,309.4 | |||
Total current liabilities | (1,631.7) | (1,531.6) | (1,866.9) | |||
Working capital | 603.4 | 566.8 | 442.5 | |||
Cash and cash equivalents | (141.3) | (168.1) | (315.9) | |||
Short-term debt | 325.9 | 294.1 | 499.3 | |||
Derivative asset and liability, current | (0.3) | 1.2 | (100.9) | |||
Dividends payable | 31.2 | 29.6 | 26.5 | |||
Operating working capital | $818.9 | $723.6 | $551.5 |
Reconciliation of "Net debt" to GAAP Financial Measure
(Dollars in millions) |
March 31, 2007 | December 31, 2006 | March 31, 2006 | ||
Short-term debt | $325.9 | $294.1 | $499.3 | |
Long-term debt | 953.1 | 887.7 | 812.3 | |
Total debt | 1,279.0 | 1,181.8 | 1,311.6 | |
Cash and cash equivalents | (141.3) | (168.1) | (315.9) | |
Debt-related derivatives | (5.0) | (3.3) | (101.0) | |
Net debt | $1,132.7 | $1,010.4 | $894.7 |
Reconciliation of "Leverage ratio" to GAAP Financial Measure
March 31, 2007 (Dollars in millions) |
Net debt 2) | $1,132.7 |
Pension liabilities | 92.2 |
Net debt per the policy | $1,224.9 |
Income before income taxes 3) | 461.5 |
Plus: Interest expense, net 1)3) | 43.3 |
Depreciation and amortization of intangibles (incl. impairment write-offs)3) | 309.6 |
EBITDA per the Policy3) | $814.4 |
Net debt to EBITDA ratio | 1.5 |
Reconciliation of "Interest coverage ratio" to GAAP Financial Measure
First 3 months 2007 (Dollars in millions) |
Operating income3) | $505.5 |
Amortization of intangibles (incl. impairment write-offs)3) | 18.2 |
Operating profit per the Policy3) | $523.7 |
Interest expense, net 1)3) | 43.3 |
Interest coverage ratio | 12.1 |
ITEM 3 |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As or March 31, 2007, there have been no material changes to the information related to quantitative and qualitative disclosures about market risk that was provided in the Company's 2006 Annual Report on Form 10-K/A filed with the SEC on February 28, 2007. |
ITEM 4 |
CONTROLS AND PROCEDURES |
||
|
|
||
(b) |
Changes in Internal Control Over Financial Reporting |
||
ITEM 4T |
CONTROLS AND PROCEDURES Not applicable |
||
PART II - OTHER INFORMATION |
ITEM 1 | LEGAL PROCEEDINGS | |
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.
|
ITEM 1A | RISK FACTORS | |
As of March 31, 2007, there have been no material changes in the information that was provided in the Company's 2006 Annual Report on Form 10-K/A filed with the SEC on February 28, 2007. |
ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||
(c) |
Stock repurchase program |
|
During the first quarter of 2007, Autoliv repurchased 694,400 shares for $40.2 million at an average price of $57.86. Since the repurchasing program was adopted in 2000, Autoliv has bought back 24.7 million shares at an average price of $38.84 per share. Under the existing authorizations, another 5.3 million shares could be repurchased. Below is a summary of Autoliv's common stock repurchases by month for the quarter ended March 31, 2007: |
Stockholm Stock Exchange ("SSE") | New York Stock Exchange ("NYSE") | SSE + NYSE | |||||
Total No. of | Average Price in USD | Total No. of | Average Price in USD | Total No. of Shares | Average Price in USD | Maximum No. of Shares | |
Shares Purchased | Paid per Share | Shares Purchased | Paid per Share | Purchased as Part of Publicly | Paid per Share | that may yet be Purchased | |
Date | Announced Plans or Programs | under the Plans or Programs | |||||
Jan 1- | |||||||
Jan 31 | |||||||
Total | - | - | - | - | - | - | 6,023,100 |
Feb 1- | |||||||
Feb 28 | |||||||
Total | 150,000 | 58.4262 | 135,000 | 58.2475 | 285,000 | 58.3416 | 5,738,100 |
Mar 1- | |||||||
Mar 31 | |||||||
Total | 206,500 | 57.5526 | 202,900 | 57.5112 | 409,400 | 57.5321 | 5,328,700 |
Total | 356,500 | 57.9202 | 337,900 | 57.8054 | 694,400 | 57.8643 | 5,328,700 |
1) Announcement of share buyback program with authorization to buy back 10 million shares made on May 9, 2000. 2) Announcement of expansion of existing share buyback program from 10 million shares to 20 million shares made on April 30, 2003. 3) Announcement of expansion of existing share buyback program from 20 million shares to 30 million shares made on December 15, 2005. 4) The share buyback program does not have an expiration date. |
ITEM 3 |
DEFAULTS UPON SENIOR SECURITIES Not applicable. |
ITEM 4 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. |
ITEM 5 |
OTHER INFORMATION Not applicable. |
ITEM 6 |
EXHIBITS |
||
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. |
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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. |
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*Filed in 10-K for the fiscal year ended 2002. ** Filed in 10-K for the fiscal year ended 2003. *** Filed herewith. |
SIGNATURE |