Autoliv in Remarketing $106,273,000 Senior Notes

March 15, 2012

Cleary Gottlieb advised Morgan Stanley, as remarketing agent, in the remarketing of 8% Senior Notes due on April 30, 2014 of Autoliv. The senior notes were originally part of the equity units that Autoliv issued on March 30, 2009. Each equity unit initially consisted of (1) a forward purchase contract, obligating the holder to purchase from Autoliv a variable number of shares of its common stock on the purchase contract settlement date, and (2) an undivided beneficial ownership interest in the senior notes.

To secure their stock purchase obligations under the forward purchase contracts, holders of equity units pledged their undivided beneficial ownership interests in the senior notes to Autoliv. The terms of the equity units permitted Autoliv to conduct an early remarketing, and upon a successful early remarketing, use the proceeds to purchase a portfolio of U.S. Treasury securities to replace the pledged senior notes as collateral.

The remarketing commenced and priced on March 12, and closed on March 15. As a result of the remarketing, the interest rate on the senior notes was reset to 3.854% and a change of control put was added to their terms.

Autoliv is a worldwide leader in automotive safety systems, and develops and manufactures automotive safety systems for all major automotive manufacturers in the world.