October 7, 2024

Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24

       Re: Autoliv, Inc.
           Form 10-K for the Fiscal year Ended December 31, 2023
           Form 8-K Furnished July 19, 2024
           File No. 001-12933
Dear Fredrik Westin:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 35

1.     Where you describe two or more business reasons that contributed to a
material
       change in a financial statement line item between periods, please
quantify, where
       possible, the extent to which each factor contributed to the overall
change in that line
       item, including any offsetting factors. For example, you identify
several factors
       impacting the change in gross profit on page 36 but provide no
quantification. When
       you discuss revenue fluctuations, specifically describe the extent to
which changes are
       attributable to changes in prices or to changes in the volume or amount
of goods or
       services being sold or to the introduction of new products or services
pursuant to Item
       303(b)(2)(iii) of Regulation S-K. We specifically note that you
reference new product
       launches and price increases on page 35. In addition, where you identify
intermediate
       causes of changes in your operating results, also describe the reasons
underlying the
 October 7, 2024
Page 2

       intermediate causes. For example, you disclose on page 36 that changes
in selling,
       general and administrative expenses and research, development and
engineering
       expenses were mainly due to higher costs for personnel and projects and
lower
       engineering income. Ensure you explain in sufficient detail the reasons
driving these
       changes and that your overall revised disclosures assist in satisfying
the requirements
       of Item 303(a)-(b) of Regulation S-K and the three principal objectives
of MD&A, as
       noted in SEC Release No. 33-8350:

             to provide a narrative explanation of a company   s financial
statements that
           enables investors to see the company through the eyes of management;

             to enhance the overall financial disclosure and provide the
context within which
           financial information should be analyzed; and

             to provide information about the quality of, and potential
variability of, a
           company   s earnings and cash flow, so that investors can ascertain
the likelihood
           that past performance is indicative of future performance
Non-U.S. GAAP Performance Measures, page 37

2.     Please tell us and disclose the nature of the items included in your
"capacity
       alignment" non-GAAP adjustment. We note that the adjustments for fiscal
year 2022
       and 2023, particularly 2022, do not agree to the restructuring
provisions and reversals
       disclosed on page 75.
Liquidity, Capital Resources, and Financial Position, page 39

3.     Please provide a more informative analysis and discussion of changes in
operating,
       investing and financing cash flows for each period presented. In doing
so, explain the
       underlying reasons and implications of material changes between periods
to provide
       investors with an understanding of trends and variability in cash flows.
Also provide
       an analysis of any known trends and uncertainties that will result in or
that are
       reasonably likely to result in a material increase or decrease in your
liquidity. Ensure
       your discussion and analysis is not merely a recitation of changes
evident from the
       financial statements. Refer to Item 303(a) of Regulation S-K and Section
IV.B of SEC
       Release No. 33-8350.
Significant Accounting Policies and Critical Accounting Estimates, page 46

4.     Please enhance your disclosures to provide qualitative and quantitative
information
       necessary to understand the estimation uncertainty and the impact your
critical
       accounting estimates have had or are reasonably likely to have on your
financial
       condition and results of operations. In addition, discuss how much each
estimate
       and/or assumption has changed over a relevant period and the sensitivity
of reported
       amounts to the underlying methods, assumptions and estimates used. The
disclosures
       should supplement, not duplicate, the description of accounting policies
or other
       disclosures in the notes to the financial statements. Refer to
       Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
 October 7, 2024
Page 3




Notes to the Consolidated Financial Statements
1. Basis of Presentation
Segment Reporting, page 60

5.     Although we note your disclosures that you manage the business on a
global basis and
       that you believe your company represents a single consolidated operating
segment, we
       note that the executive management team on your website includes
regional presidents
       for America, Asia, China, and Europe. We further note that you discuss
regional
       results and trends within your results of operations and during the most
recent
       quarterly earnings call. Please tell us in sufficient detail how you
determined that you
       have only one reportable and operating segment. In doing so, provide us
with the
       following information:

             Tell us the title and role of each individual that reports to your
Chief Operating
           Decision Maker ("CODM");

             Identify and describe the role of each segment manager;

             Tell us how often the CODM meets with his/her direct reports, the
financial
           information the CODM reviews to prepare for those meetings, the
financial
           information discussed in those meetings, and who else attends those
meetings;

             Describe the information regularly provided to both the CODM and
the Board of
           Directors, and how frequently it is prepared;

             Explain how budgets are prepared, who approves the budget at each
step of the
           process, the level of detail discussed at each step, and the level
at which the
           CODM makes changes to the budget.

             Describe the level of detail communicated to the CODM when actual
results
           differ from budgets and who is involved in meetings with the CODM to
           discuss budget-to-actual variances; and

             Describe the basis for determining the compensation for each of
the individuals
           that report to the CODM.
2. Summary of Significant Accounting Policies
Research, Development and Engineering, Net (R,D&E), page 62

6.     We note your disclosure that "most" engineering expenses are expensed as
incurred
       and that certain engineering expenses related to long-term supply
arrangements are
       capitalized when defined criteria, such as the existence of a
contractual guarantee for
       reimbursement, are met. We further note that tooling costs are
capitalized when
 October 7, 2024
Page 4

       certain criteria are met. Please confirm for us the ASC guidance you
apply in
       accounting for such arrangements. In doing so, provide your assessment
of whether
       such activities represent a promised good or service under ASC 606 and
whether such
       costs fall within the scope of ASC 340-10 or ASC 340-40.


Form 8-K Furnished July 19, 2024
Exhibit 99.1 Press Release of Autoliv, Inc. dated July 19, 2024
Key Figures, page 1

7.     Please ensure you reconcile each adjusted operating margin, adjusted
earnings per
       share, and cash conversion figure presented to the most directly
comparable GAAP
       measure. In doing so, ensure you separately present each individual
adjustment. See
       Item 10(e)(1)(i)(B) of Regulation S-K.
8.     We note that amounts identified as "Earnings per share" appear to
represent diluted
       earning per share figures. Please revise the "Earnings per share" and
"Adjusted
       earnings per share" titles to clearly indicate that they represent
diluted EPS figures. In
       addition, we note your disclosure on page 21 of the "average number of
shares
       outstanding - diluted" used to calculate the per-share impact of
non-GAAP
       adjustments and that the shares represent the "annualized average number
of
       outstanding shares." Please specifically tell us and disclose how you
determined
       these share amounts and why you do not use the weighted average diluted
shares
       calculated on a GAAP basis for each specific period.
Reconciliation of U.S. GAAP to Non-U.S. GAAP Measures
Trade Working Capital, page 17

9.     We note your presentation of "trade working capital" that is calculated
as accounts
       receivable plus inventories less accounts payable and that it excludes
certain current
       liabilities. Please tell us how your presentation complies with Item
10(e)(1)(ii)(A) of
       Regulation S-K, which generally prohibits excluding charges or
liabilities that
       required or will require cash settlement from non-GAAP liquidity
measures. To the
       extent permissible, ensure you reconcile the measure to GAAP-basis
working capital,
       which is defined in the FASB master glossary as the excess of current
assets over
       current liabilities.
Free Cash Flow, Net Cash Before Financing and Cash Conversion, page 19

10.    We note that your free cash flow measure is calculated using "net"
capital
       expenditures. Please tell us and disclose the specific items netted
against capital
       expenditures and revise the title to "adjusted free cash flow" or a
similar
       description. Refer to Question 102.07 of the Non-GAAP Financial Measures
       Compliance and Disclosure Interpretations.
Items Affecting Comparability, page 20

11.    We note that you utilize "annualized" income amounts in your return on
capital
       employed and return on total equity calculations, as well as "average"
balances in the
       denominators. As there can be multiple ways to annualize and average
amounts,
 October 7, 2024
Page 5

       please tell us and specifically disclose how you perform your
calculations. In doing
       so, clarify the purpose and intent of annualizing amounts for quarterly
period
       measures.
12.    We note that adjusted return on capital employed represents "annualized
operating
       income and income from equity method investments, relative to average
capital
       employed as adjusted to exclude certain non-recurring items." Please
tell us and
       disclose the nature of the non-recurring adjustments and ensure that you
provide a
       reconciliation to the most directly comparable GAAP measure for each
measure
       presented. See Item 10(e)(1)(i)(B) of Regulation S-K and the third
bullet of Question
       102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
       Interpretations.
        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing