Autoliv Inc., 10K/A 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2006


Commisson file Number: 001-12933
 
     AUTOLIV, INC.    
(Exact name of registrant as
specified in its charter)
    Delaware     
(State or other juris-
diction of incorporation
or organization)
      51-0378542     
(I.R.S. Employer
Identification No.)
 
World Trade Center,
Klarabergsviadukten 70, SE-107 24
Stockholm, Sweden

(Address of principal executive offices)
 
+46 8 587 20 600
(Registrant's telephone number,
including area code)

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

Title of each class:

Name of each exchange on which registered:

Common Stock, par value $1.00 per share
Swedish Depository Receipts
New York Stock Exchange
Stockholm Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes: [X] No: [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes: [ ] No: [X]

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 requirements for the past 90 days. Yes: [X] No: [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer (as defined in Exchange Act Rule 12b-2). Yes: [X] No: [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: [ ] No: [X ]

The aggregate market value of the voting and non-voting common equity of Autoliv, Inc. as of the last business day of the second fiscal quarter of 2006, amounted to $4,646 million.

Number of shares of Common Stock outstanding as of February 20, 2007: 80,261,836.


DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2006 (the "Annual Report") are incorporated by reference into Parts I and II.

2. Portions of the definitive Proxy Statement dated March 8, 2007, for the annual stockholders' meeting to be held May 3, 2007 (the "2007 Proxy Statement"), are incorporated by reference into Parts II and III.

3. Certain Exhibits of Autoliv, Inc.'s Registration Statement on Form S-4 filed on June 13, 1997 (File #333-23813)(the "Registration Statement") are incorporated by reference into Part IV.


Explanatory Note
Autoliv, Inc. is filing this amendment No. 1 to form 10-K for the year ended December 31, 2006 solely to correct six typographical errors in the Annual Report provided as Exhibit 13. The corrections were made in the sections "Management's Discussion and Analysis", "Consolidated Statements of Income", "Note 18 Retirement Plans", and "The Autoliv Share - Outperforming the Market".

Accordingly, the annual report that was filed as Exhibit 13 to Autoliv's Form 10-K for the year ended December 31, 2006, is hereby amended in its entirety by the annual report filed as Exhibit 13 to this amendment No. 1 to Autoliv's Form 10-K.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February 28, 2007.

AUTOLIV, INC.
(Registrant)
By /s/ Magnus Lindquist

Magnus Lindquist
Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to the report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, as of February 28, 2007.



Title Name
 
Chairman of the Board of Directors /s/ S. Jay Stewart
S. Jay Stewart
 
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Lars Westerberg
Lars Westerberg
 
Vice President and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
/s/ Magnus Lindquist
Magnus Lindquist
 
Director /s/ Robert W. Alspaugh
Robert W. Alspaugh
 
Director /s/ Per-Olof Aronson
Per-Olof Aronson
 
Director /s/ Sune Carlsson
Sune Carlsson
 
Director /s/ William E. Johnston Jr.
William E. Johnston Jr.
 
Director /s/ Walter Kunerth
Walter Kunerth
 
Director /s/ George A. Lorch
George A. Lorch
 
Director /s/ Lars Nyberg
Lars Nyberg
 
Director /s/ James M. Ringler
James M. Ringler
 
Director /s/ Tetsuo Sekiya
Tetsuo Sekiya
 
 
Director /s/ Per Welin
Per Welin