SecProbe.io

Mail Stop 3561

May 30, 2017

Mats Backman
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B, 7th Floor
Box 70381
SE-107 24 Stockholm, Sweden

Re: Autoliv, Inc.
 Form 10-K for the Year Ended December 31, 2016
 Filed February 23, 2017
File No. 001 -12933

Dear M r. Backman :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

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

Form 10 -K for the Year Ended December 31, 2016

General

1. In Exhibit 13 to your Form 10 -K, you list the automaker s to which you sold products in
2016.   We are aware of publicly available information indicating that some of those
automakers sell vehicles in Sudan and/or Syria, countries which are designated as state
sponsors of terrorism by the U.S. Department of Stat e and are subject to U.S. economic
sanctions and export controls.   You do not include disclosure about any contacts with
Sudan or Syria.   Please describe to us the nature and extent of any past, current and
anticipated contacts with Sudan and Syria, whethe r through subsidiaries, joint ventures,
customers or other direct or indirect arrangements.   You should describe any products,
technology and services you have provided into Sudan and Syria, directly or indirectly,
and any agreements, arrangements or other  contacts you have had with the governments
of Sudan and Syria or entities they control.

Mats Backman
Autoliv, Inc.
May 30 , 2017
Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequen t interim
period.   Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share valu e.  Various state and
municipal governments, universities and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   You should addres s the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

3. On page 4, you state that you manufacture night vision systems.   Night vision devices
and technology  are included in the U.S. Department of Commerce’s Commerce Control
List.  Please tell us whether, to the best of your knowledge, understanding and belief, any
of the products or technology you have provided or intend to provide, directly or
indirectly, in to Sudan and Syria are controlled items included in the Commerce Control
List.  If so, tell us whether any such items have military uses, and describe such possible
uses of which are you aware.

Exhibit 13

Management’s Discussion and Analysis

Year Ended December 31, 2016 Versus 2015

4. We note from your disclosure in Note 1 9 to the financial statements, that you have
identified two operating segments, Passive Safety and Electronics .  We further note that
although your MD& A discussion in your Quarterly Reports on Form 10 -Q includes a
discussion of your operating results by segment, your MD&A section in your Form 10 -K
does not.  In this regard, p lease revise your MD&A  in your Form 10 -K to discuss and
analyze your  results of operations for each of these operating segments.

5. Please revise to discuss the reasons for all significant changes in your income statement
line items.  For example, the amortization of intangibles and other expense line items had
significant changes in am ounts between 2015 and 2016, however you do not specifically
discuss these changes in your MD&A results of operations section.  Please revise
accordingly.  Your disclosure in your Form 10 -Q should be similarly revised.

Mats Backman
Autoliv, Inc.
May 30 , 2017
Page 3

Note 10. Restructuring and Other Liabilities

6. We note that in the past few years you have incurred restructuring provisions mainly
related to headcount reductions and plant consolidations.  Please revise your note to
include the disclosures required by ASC 420 -10-50, including the expecte d completion
date, the total amount expected to be incurred in connection with the activity, and the
cumulative amount incurred to date.

Note 22. Quarterly Financial Data (Unaudited)

7. During the year ended December 31, 2015 , the quarterly data shows sig nificant
fluctuation s in operating results between the quarters.  Specifically, there are large
variations in net income for all quarters.  Please revise to add a discussion of any unusual
or infrequently occurring items during each quarter, which may have  contributed to the
significant fluctuations in operating results.  Refer to Item 302(a)(3) of Regulation S -K.

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.

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Le isure