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CORRESP
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CORRESP

 FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R.
200.83).

 This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”).

 November 22, 2024

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Andrew Blume and Kevin Woody

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 Mr. Blume and Mr. Woody:

 We
hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comments dated October 7, 2024 (the “Comment
Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this letter (tagged Correspondence).

The Company has the following responses to the Staff’s comments in the Comment Letter. For your convenience, we have reproduced in
italics below each comment from the Comment Letter with the response following.

 Pursuant to 17 C.F.R. § 200.83 (“Rule
83”), the Company requests confidential treatment for portions of its responses to Staff comment 5. Specifically, the Company requests that portions of its responses to Staff comment 5 that have been redacted from the version of this letter
filed via the Commission’s EDGAR system and marked by bracketed asterisks “[***]” be maintained in confidence, not be made part of any public record and not be disclosed to any person, including in response to any request under the
Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”), as such response contains confidential information. An unredacted version of this letter is being provided to the Commission under separate cover along with the request for
confidential treatment under Rule 83.

 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

Question 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

 FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R.
200.83).

 This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”).

 United States Securities and Exchange Commission

  Page

 2
 -

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 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

 RESPONSE:

 The Company respectfully acknowledges the Staff’s comment and confirms that it will in future filings provide more quantification, where
possible, to the extent which a factor contributed to the overall change in a specific line item, including any offsetting factors when it describes two or more business reasons that contributed to a material change in a financial statement line
between periods.

 Non-U.S. GAAP Performance Measures, page 37

Question 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.

RESPONSE:

 The Company adjusts certain of its GAAP
financial measures for costs associated with capacity alignment activities. The items in this non-GAAP adjustment include activities to restructure the Company’s geographic footprint such as closing
production facilities and moving production between sites and countries. Production facilities take significant resources to close, and it may take considerable time and expense to close, move and/or build new facilities, particularly in countries
with strong labor or union regulatory requirements. Once a decision is made to close a facility, costs related to the execution of such decision may impact a number of reporting periods. To the largest extent, the adjusted costs relate to employee
compensation and are recognized as a provision charged to the restructuring reserves. The adjusted footprint costs may also include an immaterial amount related to the reduction of employees to align to present or expected volumes. Despite the fact
that these capacity alignment activities have occurred over several years, the timing of the charges have been unpredictable and the amount of the charges vary significantly across reporting periods, which can affect comparability. We do not believe
the capacity alignment activities are normal, recurring, cash operating expenses necessary to operate our business.

 FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R.
200.83).

 This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”).

 United States Securities and Exchange Commission

  Page

 3
 -

 Some of the costs associated with footprint restructuring do not qualify for accrual or inclusion in the
restructuring reserve. In connection with moving or closing a production site, certain costs are expensed as incurred, such as moving costs, other operational additional expenses and training of staff. There could also be impairment of machinery or
buildings that would be charged directly to income. These costs are included in the “Capacity alignment” adjustment but not in the employee-related restructuring provision in the table set forth in Note 11. Restructuring to the Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on February 20, 2024 (the “2023 Form 10-K”).

For 2023, the capacity alignment adjustment amounted to $218 million and the restructuring provision charges and reversals were $211 million. The
difference of $7 million relates to the costs associated with capacity alignment activities described above and none of which were material. For 2022, the capacity alignment adjustment amounted to positive $61 million and the restructuring
provision charges and reversals were $13 million. The difference of positive $74 million mainly related to a gain from the sale of a property amounting to around $80 million as part of a footprint optimization project in Japan, as
disclosed on page 36.

 From the 2023 Form 10-K:

 FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R.
200.83).

 This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”).

 United States Securities and Exchange Commission

  Page

 4
 -

 11. Restructuring

Restructuring provisions are made on a case-by-case basis and primarily include severance costs incurred in connection
with employee reductions and plant consolidations. Restructuring costs other than employee related costs are immaterial for all periods presented and are included in the table below. The Company expects to finance restructuring programs over the
next several years through cash generated from its ongoing operations or through cash available under its existing credit facilities. The Company does not expect that the execution of these programs will have an adverse impact on its liquidity
position. The changes in the employee-related reserves in the table below have been charged against Other income (expense), net in the Consolidated Statements of Income. The restructuring reserve balance is included within Accrued expenses in the
Consolidated Balance Sheet.

(Dollars in millions)

2023

2022

2021

 Reserve at beginning of the period

$
32

$
88

$
 126

 Provision - change

212

17

39

 Provision - reversal

(1
)

(4
)

(31
)

 Cash payments

(35
)

(64
)

(37
)

 Translation difference

7

(5
)

(8
)

 Reserve at end of the period

$
 213

$
32

$
88

 The restructuring charges in 2023 of $212 million relate to the global structural cost reduction program activities
initiated in 2023, primarily in Europe. Cash payments of $35 million in 2023 mainly relate to restructuring activities in Europe. As of December 31, 2023, the majority of the restructuring reserve balance is attributed to global structural cost
reduction program activities initiated in 2023 in Europe.

 The restructuring charges in 2022 of $17 million mainly related to footprint optimization
activities in Asia and Europe. Cash payments of $64 million in 2022 were related to the structural efficiency program initiated in 2020, footprint optimization activities initiated in Europe in 2020 and in Asia in 2022.

The restructuring charges in 2021 of $39 million mainly related to footprint optimization activities primarily in Asia. Reversals mainly related to the
structural efficiency program initiated in 2020. Cash payments in 2021 related to the structural efficiency program initiated in 2020 and other footprint activities.

Items included in Non-U.S. GAAP adjustments

2023

2022

 (DOLLARS IN MILLIONS, EXCEPT EPS)

Adjustment
Millions

Adjustment
Per share

Adjustment
Millions

Adjustment
Per share

 Capacity alignment

$
218

$
 2.56

$
(61
)

$
(0.70
)

 The Andrews litigation settlement

8

0.09

— 

— 

 Antitrust related matters

4

0.05

— 

— 

 Total adjustments to Operating income

230

2.70

(61
)

(0.70
)

 Tax on Non-U.S. GAAP adjustments1)

(20
)

(0.24
)

22

0.25

 Total adjustments to Net Income

$
210

$
 2.46

$
(39
)

$
(0.45
)

 Weighted average number of shares outstanding - diluted2)

85.2

87.2

 Adjustment Return on capital employed

$
 230

$
(61
)

 Adjustment Return on capital employed, %

5.3
%

(1.5
)%

 Adjustment Return on total equity

$
 210

$
(39
)

 Adjustment Return on total equity, %

7.2
%

(1.3
)%

1)
 The tax is calculated based on the tax laws in the respective jurisdiction(s) of the adjustment(s).

2)
 Annualized average number of outstanding shares.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity, Capital Resources, and Financial Position, page 39

Question 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.

 FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R.
200.83).

 This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”).

 United States Securities and Exchange Commission

  Page

 5
 -

 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.

RESPONSE:

 The Company respectfully acknowledges
the Staff’s comment and confirms that it will in future filings provide more informative analysis and discussion of changes in operating, investing, and financing cash flows for each period presented.

Liquidity, Capital Resources, and Financial Position, page 39

Question 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.

RESPONSE:

 The Company respectfully acknowledges
the Staff’s comment and confirms that it will in future filings enhance the disclosure, as necessary, to provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting
estimates have had or are reasonably likely to have on the Company’s financial condition and results of operations. This includes disclosure, as necessary, of changes in estimates and/or assumptions that have had or are reasonably likely to
have a material impact on the financial condition or results of operations of the Company and the sensitivity of reported amounts to the underlying methods, assumptions, and estimates used over the relevant period, if any.

Notes to the Consolidated Financial Statements, 1. Basis of Presentation

Segment Reporting, page 60

Question 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:

 FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R.
200.83).

 This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”).

 United States Securities and Exchange Commission

  Page

 6
 -

•

 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 att