UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QQuarterly ReportPursuant to Section 13 or 15 (d) of theSecurities Exchange Act of 1934For the quarterly period ended March 31, 2006 Commission File No.: 1-12933 AUTOLIV, INC.
Delaware
51-0378542
World Trade Center,Klarabergsviadukten 70,Box 70381,SE-107 24 Stockholm, Sweden
N/A
+46 8 587 20 600
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. Yes: [x] No: [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.Large accelerated filer: [x] Accelerated filer: [ ] Non-accelerated filer: [ ]Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: [ ] No: [x]Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date: As of May 2, 2006 there were 82,944,354 million shares of common stock of Autoliv, Inc., par value $1.00 per share, outstanding. FORWARD-LOOKING STATEMENTSThis Form 10-Q contains statements that are not historical facts but forward-looking statements that involve risks and uncertainties that could cause Autoliv, Inc.'s ("Autoliv" or the "Company") results to differ materially from what is projected, including the following: higher raw material costs or other expenses; a major loss of customers; increased competitive pricing pressure on the Company's business; failure to develop or commercialize successfully new products or technologies; the outcome of pending and future litigation and changes in governmental procedures, laws or regulations, including environmental regulations; plant disruptions or shutdowns due to accidents, natural acts or governmental action; labor disputes; product liability and recall issues; and other difficulties in improving margin or financial performance. In addition, the Company's forward-looking statements could be affected by general industry and market conditions and growth rates, general domestic and international economic conditions, including currency exchange rate fluctuations and other factors. Except for the Company's ongoing obligation to disclose material information under the federal securities laws, the Company undertakes no obligations to update publicity and forward-looking statements whether as a result of new information or future events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.INDEXPART I - FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS1.1 Basis of Presentation1.2 Inventories1.3 Restructuring1.4 Product Related Liabilities1.5 Comprehensive Income1.6 Stock Incentive Plan1.7 New Accounting Pronouncements1.8 Income Taxes1.9 Retirement Plans1.10 Contingent LiabilitiesITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II - OTHER INFORMATIONITEM 1.LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSPART I - FINANCIAL INFORMATION
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. InventoriesInventories 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
December 31
Cash
Change in
Translation
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
$13.6
$(1.5)
$17.3
2006The 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.
March 31
2006
$(3.4)
$3.4
(4.5)
(1.3)
$.1
3.8
$(7.9)
$2.1
$11.6
Quarter January - March
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
6. Stock Incentive Plan
Net income as reported
$77.9
Add:Compensation under intrinsic value method included in Net income, net of tax
Deduct:Compensation under fair value
method for all awards, net of tax
(1.6)
Net income pro-forma
$76.9
Earnings per share:
As reported - basic
$.85
As reported - assuming dilution
$.84
Pro-forma - basic
Pro-forma - assuming dilution
$.83
7. New Accounting Pronouncements
8. Income Taxes
9. Retirement Plans
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
.3
Net periodic benefit cost
$4.5
$5.8
10. Contingent Liabilities
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 OPERATIONSTHREE MONTHS ENDED MARCH 31, 2006 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2005Market overviewDuring 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
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 ReportingThere 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.
(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.
DEFAULTS UPON SENIOR SECURITIES
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.
OTHER INFORMATION
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.
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