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 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]

The aggregate market value of the Common Stock held by non-affiliates, based upon the closing price on the New York Stock Exchange-Composite Transaction Listing on March 18, 2002: $ 2,461 million.

Number of shares of Common Stock outstanding as of March 18 2002:97,851,610

2. Portions of definitive Proxy Statement dated March 5, 2002, for the annual stockholders meeting to be held April 24, 2002 (the "2002 Proxy Statement"), are incorporated by reference into Part III.

3. Certain Exhibits of Registration Statement on Form S-4 (File #333-23813) (the "Registration Statement") are incorporated by reference into Part IV.

PART I
Item 1. Business*

General

Autoliv, Inc. ("Autoliv" or the "Company"), a Delaware corporation organized in 1996 with its principal executive offices in Stockholm, Sweden, which owns two principal subsidiaries, Autoliv AB ("AAB" or "Autoliv AB") and Autoliv ASP, Inc.("ASP").

Shares of Autoliv common stock are traded on the New York Stock Exchange
under the symbol "ALV" and Swedish Depositary Receipts representing shares of Autoliv common stock trade on the OM Stockholm Stock Exchange under the symbol "ALIV". Options in Autoliv shares are listed on the Chicago Board Options Exchange under the symbol "ALIV". Autoliv's fiscal year ends on December 31.

AAB, a Swedish corporation, is a leading developer, manufacturer and supplier to the automotive industry of car occupant restraint systems. Starting with seat belts in 1956, AAB expanded its product lines to include seat belt pretensioners (1989), frontal airbags (1991), side-impact airbags (1994), steering wheels (1995) and seat sub-systems (1996).

ASP, an Indiana Corporation, pioneered airbag technology in 1968 and has since grown into one of the world's leading producers of airbag modules and inflators. ASP designs, develops and manufactures airbag inflators, modules and airbag cushions, seat belts and steering wheels. ASP sells inflators and modules for use in driver, passenger, side-impact and knee bolster airbag systems for worldwide automotive markets.

__________________________

* THIS FORM 10-K CONTAINS STATEMENTS WHICH ARE NOT HISTORICAL FACTS BUT FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S RESULTS TO DIFFER MATERIALLY FROM WHAT IS PROJECTED, INCLUDING THE FOLLOWING: HIGHER RAW MATERIAL COSTS OR OTHER EXPENSES; A MAJOR LOSS OF CUSTOMERS; INCREASED COMPETITIVE PRICING PRESSURE ON THE COMPANY'S BUSINESS; FAILURE TO DEVELOP OR COMMERCIALIZE SUCCESSFULLY NEW PRODUCTS OR TECHNOLOGIES; THE OUTCOME OF PENDING AND FUTURE LITIGATION AND GOVERNMENTAL PROCEDURES; CHANGES IN LAWS OR REGULATIONS, INCLUDING ENVIRONMENTAL; PLANT DISRUPTIONS OR SHUTDOWNS DUE TO ACCIDENTS, NATURAL ACTS OR GOVERNMENTAL ACTION; PRODUCT LIABILITY AND RECALL ISSUES; AND OTHER DIFFICULTIES IN IMPROVING MARGIN OR FINANCIAL PERFORMANCE. IN ADDITION, THE COMPANY'S FORWARD LOOKING STATEMENTS COULD BE AFFECTED BY GENERAL INDUSTRY AND MARKET CONDITIONS AND GROWTH RATES, GENERAL DOMESTIC AND INTERNATIONAL ECONOMIC CONDITIONS INCLUDING CURRENCY EXCHANGE RATE FLUCTUATIONS A ND OTHER FACTORS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION OR FUTURE EVENTS.

Business

Autoliv is one of the world's leading suppliers of automotive occupant safety restraint systems with a broad range of product offerings; including modules and components for passenger and driver-side airbags, side-impact airbag protection systems, seat belts, steering wheels, safety seats and other safety systems and products. Autoliv has production facilities in 29 countries and has as customers almost all of the world's largest car manufacturers.

Autoliv employs approximately 28,000 people and its head office is located in Stockholm, Sweden and employs about 35 people. Autoliv’s total headcount, including temporary employees, is approximately 31,800. Autoliv's sales in 2001 were $4.0 billion, approximately 70% of which consisted of airbags and associated products and approximately 30% of which consisted of seat belts and associated products. Autoliv's major markets are in Europe and the United States.

Financial Information on Segments

Autoliv considers its products to be components of integrated car passenger protection systems, which fall within a single industry segment. The financial data relating to Autoliv's business in such segment over the last three fiscal years is contained in the Financial Statements of the Annual Report (pages 26-38 of the printed report) and is incorporated herein by reference. A statement of net sales by product group for the last three years is contained in Note 16 of the Notes to Consolidated Financial Statements of the Annual Report and is incorporated herein by reference.

Financial Information on Geographic Areas

Financial information concerning Autoliv's geographic areas is included in Note 16 in the Notes to Consolidated Financial Statements of the Annual Report, and is incorporated herein by reference.

Products, Market and Competition

Information concerning products, markets and competition is included in the sections entitled "The Market" and "Autoliv's Safety Systems" in the Annual Report and is incorporated herein by reference (pages 8 through 11 in the printed report).

Major Customers

Information concerning major customers is included in the section entitled "The Market" and Note 16 in the Annual Report and is incorporated herein by reference (pages 9 and 37 in the printed report).

Research, Development and Engineering

Expenses incurred for research, development and engineering activities were $200.8 million, $195.7 million and $197.3 million for the years ended December 31, 2001, 2000 and 1999, respectively. Further information is included in the section entitled "Research, Development and Engineering" of the Annual Report and is incorporated herein by reference (pages 12 and 15 in the printed report).

Manufacturing and Production

Including joint venture operations, Autoliv has approximately 80 wholly or partially owned production facilities located in 29 countries, consisting of both component factories and assembly factories. See "Item 2. Properties" for a description of Autoliv's principal properties. The component factories manufacture inflators, initiators, textile cushions, webbing materials, electronics, pressed steel parts, springs and overmoulded steel parts used in seat belt and airbag assembly, seat subsystems and steering wheels. The assembly factories source components from a number of parties, including Autoliv's own component factories, and assemble complete restraint systems for "just-in-time" delivery to customers. The products manufactured by Autoliv's wholly owned assembly factories in 2001 consisted of more than 61 million complete seat belt systems (nearly 33 million of which were fitted with pretensioners), and about 46 million airbag modules (including about 20 million side impact airbags).

Autoliv's "just-in-time" delivery systems have been designed to accommodate the specific requirements of each customer for low levels of inventory and rapid stock delivery service. "Just-in-time" deliveries require manufacturing in geographic areas close to the customers which allows for rapid delivery to customers. The fact that the major automobile manufacturers are continually expanding production activities into more countries and require the same or similar safety systems as produced in Europe, Japan or the US increases the importance to suppliers of having production capacity in several countries. Mergers and acquisitions among the customers also further this trend.

Automobile manufacturers are seeking competitive quotes from suppliers and demand significant staged price reductions over a product's life cycle. In line with its customers' purchasing strategies, Autoliv has implemented cost-saving programs which management believes will help reduce Autoliv's own material, production and administrative costs.

If the supply of raw materials and components is not disrupted, the Autoliv assembly operations generally are not constrained by capacity considerations. Autoliv can adjust capacity in response to changes in demand within a few weeks by the addition or removal of standardized production and assembly lines. Most of Autoliv's assembly factories can make sufficient space available to accommodate additional production lines to satisfy foreseeable increases in capacity.

Quality Management

Autoliv's products face extremely high reliability requirements. In order to meet high customer quality requirements and internal production efficiency requirements, Autoliv has for several years operated an advanced quality management system. The system is a zero defect rate system and is based upon preventive principles involving the measurement of a number of quality indicators. By reference to best practice within its industry segment, Autoliv has developed quality benchmarks applied throughout Autoliv and places great emphasis on continually improving the quality of its products, customer service and production processes.

All wholly-owned Autoliv subsidiaries (except for recently acquired companies) with direct deliveries to car manufacturers are certified according to ISO 9000 (as defined below). Most of Autoliv's joint ventures are also ISO 9000 certified. "ISO 9000", a quality assurance management system endorsed by European nations and many other countries, is a checklist of functions, policies and rules, considered necessary to assure the quality of a company's products and services.

Virtually all Autoliv companies (except for recently acquired companies) in North America and Europe are also certified according to QS-9000, an automotive quality standard.

In addition, Autoliv during 2001 launched a plan to start certifying its production facilities to ISO/TS 16949. So far 40% of the company’s facilities have been certified to this new quality standard for the automotive industry. These facilities account for, at least, 70% of consolidated sales.

Sources and Availability of Raw Materials and Components

Autoliv's business uses many raw materials in the manufacture of its products, nearly all of which are generally available from a number of qualified suppliers. Peaks in worldwide demand have had an impact on raw material costs and availability, particularly with single or sole sourced supplies. Autoliv's business, however, has not generally experienced significant or long-term difficulty in obtaining raw materials.

Autoliv's Dependence on Suppliers

Autoliv may be dependent in certain instances on a single supplier for certain components.

Delays or stoppages in the delivery of components could result in Autoliv being unable to supply complete products to its customers. Such delays or stoppages could result in Autoliv's customers having to halt their own production processes, which might result not only in loss of income to Autoliv on the reduced volume of supplied products but also in the customer seeking recoupment for consequential losses incurred due to its own lost production.

Global Operations

An important element of Autoliv's strategy has been to establish joint ventures to promote Autoliv's geographical expansion and technological development and to gain assistance in marketing Autoliv's full product line to local automobile manufacturers. Total sales of Autoliv's joint venture operations to outside customers aggregated approximately $ 338 million in 2001. These joint venture operations are accounted for according to the equity method.

Autoliv typically contributes its design and production knowledge to the joint venture, with the local partner providing sales support and manufacturing facilities. Some of these local partners manufacture and sell standardized seat belt systems, but will, through the joint venture with Autoliv, be able to upgrade their technology to meet specific customer demands. In addition to joint ventures established in emerging markets, Autoliv has also, in certain instances, established joint ventures in markets such as France, either to strengthen its sales position or to gain access to the market.

Autoliv joint ventures and foreign subsidiaries may be subject to the usual risks inherent in global operations, including, but not limited to: risks with respect to currency exchange rates; economic and political destabilization; other disruption of markets; restrictive laws and actions of certain governments (such as restrictions on transfers of funds, export duties and quotas, foreign customs and tariffs, and unexpected changes in regulatory environments); difficulty in obtaining distribution and support; nationalization; and the laws and policies of the United States, the European Union, and the World Trade Organization affecting trade, investment and loans; and tax laws.

There can be no assurance that these factors will not have a material adverse impact on Autoliv's ability to increase or maintain its international sales or on its results of operations.

Patents and Proprietary Technology

Autoliv has developed a considerable amount of proprietary technology related to car occupant restraint systems and relies on a number of patents to protect such technology. Autoliv protects many of its innovations with patents, and vigorously protects and defends its patents, trademarks and know-how against infringement and unauthorized use. At present, Autoliv holds approximately 3,000 patents covering a large number of innovations and product ideas, mainly in the fields of seat belt and airbag technologies. In addition, Autoliv utilizes, and has access to, the patents of Autoliv's joint ventures and joint venture partners. These patents expire on various dates during the period 2002 to 2021. The expiration of any single patent is not expected to have a material adverse effect on Autoliv's financial position.

Although Autoliv believes that its products and technology do not infringe the proprietary rights of others, there can be no assurance that third parties will not assert infringement claims against Autoliv in the future. In addition, there can be no assurance that any patents now owned by Autoliv, will afford protection against competitors that develop similar technology.

Dependence on the Automotive Industry

The customers of Autoliv are automobile manufacturers whose production volumes are dependent upon general economic conditions and the level of consumer spending. The volume of car production in Autoliv's most important markets in Europe, North America, and Asia has fluctuated from year to year, and such fluctuations will give rise to fluctuations in the demand for Autoliv's products.

Substantial Reliance by Autoliv on Major Customers

A relatively small number of automobile manufacturers compose the existing customer base of Autoliv. Although business with any given customer is typically split into several contracts (usually one contract per car model), the loss of all of the business of certain customers could have a material adverse effect on Autoliv. Combined sales to Autoliv's largest customer represented approximately 20% and the largest contract 4% of total fiscal 2001 sales. See Note 16 to the Notes to Consolidated Financial Statements of the Annual Report, which is incorporated herein by reference.

Autoliv's Pricing Pressures

As a consequence of the major automobile manufacturers' strong purchasing power, and the competitive pressures on car occupant restraint system suppliers to increase such suppliers' manufacturing capabilities, the unit prices of airbag systems, seat belts and other Autoliv products will continue to decline in the future. In addition, similar to other automobile component manufacturers, Autoliv expects that Autoliv and its subsidiaries will, under certain circumstances, quote fixed or maximum prices for long-term supply arrangements. The future profitability of Autoliv will depend upon, among other things, its ability to continue to reduce its per unit costs and maintain a cost structure, internally and with its suppliers, that will enable it to remain cost-competitive. Autoliv's profitability may also be influenced by its success in designing and marketing technological improvements in car occupant restraint systems.

Product Recalls

The possibility of substantial product recalls could pose a significant commercial risk to Autoliv in the future. Autoliv carries product recall insurance with coverage limits that Autoliv management believes are sufficient to cover potential product recalls. A substantial product recall that is not covered by insurance or results in liabilities in excess of any coverage limits could have a material adverse effect on the financial condition and operating results of Autoliv.

Seasonality and Backlog

Autoliv's business is not subject to significant seasonal fluctuations.
There are no material backlogs in Autoliv's business.

Certain Regulatory Matters and Developments

The automotive safety industry is subject to substantial regulation, both in the United States and in many other countries, which may affect the demand for Autoliv's products and Autoliv's manufacturing and development costs. These regulations are subject to frequent review by applicable regulatory authorities and other governmental entities, and are subject to change. In the United States, current federal legislation requires driver-side and passenger-side airbags in all new passenger cars, effective September 1, 1997, and in all new light vehicles (unloaded vehicle weight of 5,500 pounds or less), effective September 1, 1998. Changes in regulations could have a material adverse impact on Autoliv's operations and financial condition. Such regulations are subject to a number of factors that are not within the control of Autoliv, including adverse publicity regarding the safety risks of airbags to children and small adults, domestic and foreign political developments, and litigation relating to Autoliv's a nd its competitors' products. There can be no assurance that regulatory developments or adverse publicity will not adversely affect customer demand for automotive safety products of Autoliv's business. Such changes could also result in slower increases, or in decreases, in demand for automotive safety products in other countries.

In June 1998 President Clinton signed into law the "Transportation Equity Act for the 21st Century (TEA-21)", the omnibus highway transportation spending bill passed by Congress. Contained within this bill was a provision that directs the Department of Transportation to initiate a federal rulemaking procedure for the purpose of mandating testing protocols and phase-in schedules for advanced or "smart" restraints.

In May 2000, the final regulations (No. NHTSA 00-7013, Notice 1) were issued, requiring 35 % of all light vehicles sold in the United States between September 1, 2003 and August 31, 2004 to be in compliance with the new regulations. The following model year 65 % of all new vehicles shall be in compliance with the regulations and during the third model year 100 %. Theese regulations are expected to increase the unit price for frontal airbag system, and thereby increase the North American airbag market, but also have ripple effects on other markets.

Environmental

Since 1996, Autoliv has had an environmental plan, which is based on Autoliv's environmental policy (see the Company's web site: autoliv.com/manufacturing). According to the plan, the Autoliv plants and units should become certified according to ISO 14001, an international standard for environmental management systems. So far, facilities representing more than 85% of sales consolidated have been certified according to the standard, including all major plants in Europe and North America

Autoliv has no pending environmental related problems to the best of Autoliv's management's knowledge.

Employees

At December 31, 2001, Autoliv and its subsidiaries had approximately 28,000 employees

Autoliv considers its labor relations to be good and has not experienced any major strike or other significant labor dispute for many years.

The majority of Autoliv's employees in its subsidiaries in Sweden are unionized. The principal unions to which Autoliv's Swedish employees belong are the Swedish Metal Workers Union, the Swedish Union of Clerical and Technical Employees in Industry, the Swedish Foremen and Supervisors' Association and the Swedish Association of Graduated Engineers. Important unions to which some of Autoliv's employees in subsidiaries in countries other than Sweden belong are IG Metall and Textil und Bekleidung in Germany, Amalgamated Engineering and Electrical Union in the United Kingdom, the Metal Workers Union in Australia, the Union of Needletraders and Industrial and Textile Employees in the United States, Confederation Generale des Travaileurs in France and Federacion Minerometalurgica, Union General de Trabajadores and Comisiones Obereras in Spain.

In Sweden, wages and general working conditions are typically the subject of centrally negotiated collective bargaining agreements. Within the limits established by these agreements, Autoliv's subsidiaries negotiate directly with the local unions representing the employees. In Australia, France and Spain, wages, salaries and general working conditions are negotiated with the local unions. In Germany, wages but not salaries are negotiated with the local unions, while in the United Kingdom and the United States there is far less union involvement in establishing wages, salaries and working conditions than in, for instance, Germany.

Under Swedish law, Autoliv's subsidiaries must negotiate important changes in operations and working conditions with the unions representing its employees. Although these negotiations may from time to time affect the timing of certain management decisions and actions, Autoliv's experience is that such negotiations contribute to good labor relations. In many other countries (e.g. Germany, Spain and France), negotiations must take place when a company wishes to dismiss employees and under certain other circumstances.

Employees in the Netherlands and Germany are represented by legally mandated workers' councils or similar organizations.

Twice a year Company Management are conducting a European Employee Council meeting (EEC) to provide employee representative with important information as well as to be a forum for exchange of opinions.

Item 2. Properties

Autoliv's various businesses operate through a number of production facilities and offices. Autoliv believes its properties to be adequately maintained and suitable for their intended use and its production facilities to have a capacity adequate for its current and foreseeable needs.

Item 3. Legal Proceedings.

From time to time, Autoliv has been named as defendant in product liability and other lawsuits. Such lawsuits historically have not had an adverse impact on the financial condition of Autoliv. However, although Autoliv carries product liability insurance to the extent reasonably available against insurable risks, future damages awarded in the United States in product liability lawsuits could exceed the limits of available insurance coverage, and Autoliv might be held liable for punitive damages which are not capable of estimation. In addition, from time to time, the customers of Autoliv request their suppliers to participate in the defense of product liability litigation or to contribute to claim settlements. A substantial product liability award that is not covered by insurance or results in liabilities in excess of any coverage limits could have a material adverse effect on the financial condition and operating results of Autoliv.

Item 4. Submission of Matt ers to a Vote of Security Holders

No matters were submitted to a vote of security holders of Autoliv during the fourth quarter of 2001

Executive Officers of the registrant

LARS WESTERBERG, age 53, President and Chief Executive Officer from February 1, 1999. See item 10 Directors in Part III for further details.

LEIF BERNTSSON, age 46, Vice President Quality, appointed May 1, 1997. Mr. Berntsson has been Vice President Quality of Autoliv AB since 1988 and also Vice President Purchasing of Autoliv AB from 1992 until July 1, 1999. Mr. Berntsson holds a Master of Science degree from the Chalmers Institute of Technology in Gothenburg.

YNGVE HÅLAND, age 56, Vice President Research, appointed May 1, 1997. Dr. Håland has been Vice President Research of Autoliv AB since 1994. Prior to that he was Group Manager Research for Autoliv AB from 1989. Dr. Håland is an Associate Professor and holds a Master of Science degree from the Chalmers Institute of Technology in Gothenburg, from which he also holds a doctorate's degree.

HALVAR JONZON, age 51, Vice President Purchasing, assumed his position on January 1, 2002. Mr. Jonzon has held various positions since 1974 in Electrolux, the Swedish white goods company, including General Manager of Electrolux International (1983-86), Senior Vice President, Purchasing for the White Goods Division (1986-91), Senior Vice President and General Manager for Nordic Markets (1991-96) and for the European Logistics Division (1996-99), as well as Senior Vice President and Chief of Staff of Electrolux Home Products Europe S.A. in Brussels (1999-02). He holds an MBA from Stockholm School of Economics and an Executive Education Diploma from Columbia Business School, N.Y

MAGNUS LINDQUIST, age 39, Vice President and Chief Financial Officer, appointed March 8, 2001. Before joining Autoliv on July 1, 2001, Mr. Lindquist was Executive Vice president of Perstorp AB, a Swedish-based chemistry and materials technology corporation, with responsibility from 1996 of Finance, Business Development and Strategy, and from 1999 also for Treasury and IT. He has also held various positions in the finance departments of the Swedish companies Stora (pulp and paper), Skanska (constructions), Swedish Match (consumer goods) and the SEB Bank.

BENOIT MARSAUD, age 49, Vice President Manufacturing, appointed February 4,1998. Mr. Marsaud has been Vice President Manufacturing of Autoliv AB since 1992 and in addition was appointed President of Autoliv France in May 1997. He holds a Master of Science Degree from Ecole Nationale Superieure Des Arts et Metiers in Paris.

MATS ÖDMAN, age 51, Director of Corporate Communications, appointed May 1, 1997. Mr. Ödman has been Director of Investor Relations of Autoliv AB since 1994. Before that Mr. Ödman had the same position in Fermenta AB and Gambro AB. Prior to that Mr. Ödman was Investor Relations Manager of Pharmacia AB

JAN OLSSON, age 47, Vice President Engineering, appointed October 1, 1997. Mr. Olsson was Manager of Engineering of Autoliv Sverige AB from 1989 until August 1994 when he became President of the same company, a position he held until he was appointed to his current position. Mr. Olsson holds a Master of Science Degree from the Chalmers Institute of Technology in Gothenburg.

HANS-GöRAN PATRING, age 52, Vice President Human Resources, appointed on April 26, 2001. Prior to assuming his current position on January 1, 2002, he was Deputy Vice President, Human Resources from September 03, 2001, and from 1999 Group Vice President of Human Resources of the Global Automation Division at ABB in Zürich, Switzerland. Previously, he was Vice President of Human Resources for ABB's Robotics Business in the UK for three years.

LARS SUNDBERG, age 52, Director and Chief Information Officer, appointed April 1, 2001. Prior to assuming his current position, Mr. Sundberg had his own IT-consulting firm for one year. Between 1998 and 2000 he was Deputy Senior Vice President IT at Stora Enso, a Nordic pulp and paper company, and from 1995 Vice President IT of Stora, a Swedish pulp and paper company. Mr. Sundberg holds an MBA from the University of Umeå, Sweden.

JÖRGEN I. SVENSSON, age 40, Vice President Legal Affairs, General Counsel and Secretary, appointed May 1, 1997. Mr. Svensson has been Legal Counsel of Autoliv AB since 1989, General Counsel since 1991, and Vice President Legal Affairs and General Counsel since 1994. Mr. Svensson holds a degree of Master of Law from the University of Lund.

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Information concerning the market for Autoliv's common stock including the relevant trading market, recent share prices, dividends, and approximate number of shareholders is included in the section entitled "Shareholder Information" of the Annual Report and is incorporated herein by reference (pages 42 and 43 in the printed report).

Item 6. Selected Financial Data

Selected financial data for the five years ended December 31, 2001 is included in the Annual Report and is incorporated herein by reference (page 39 in the printed report).

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations for the three years ended December 31, 2001 is included in the Annual Report and is incorporated herein by reference (pages 19 through 24 in the printed annual report).

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Quantitative and Qualitative Disclosures about Market Risk are included in the Annual Report and are incorporated herein by reference (pages 24 and 25 in the printed report).

Item 8. Financial Statements and Supplementary Data

The Consolidated Balance Sheet of Autoliv as of December 31, 2001 and 2000 and the Consolidated Statements of Income and Cash Flows for each of the three years in the period ended December 31, 2001, the Notes to Consolidated Financial Statements, and the Report of Independent Auditors are included in the Annual Report and are incorporated herein by reference (pages 26 through 38 in the printed annual report)
 
All of the schedules specified under Regulation S-X to be provided by Autoliv, have been omitted either because they are not applicable, are not required or the information required is included in the financial statements or notes thereto.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Part III

Item 10. Directors and Executive Officers of the Registrant

Directors:

Information concerning the directors and nominees for reelection of directors of Autoliv is included on pages 1-3 in the 2002 Proxy Statement and is incorporated herein by reference.

COMPLIANCE WITH SECTION 16(A)OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the Company and persons who hold more than ten percent of the Common Stock are subject to the reporting requirements of Section 16 (A) of the Exchange Act, which require them to file reports with respect to their ownership of the Company's securities on Form 3 and transactions in the Company's securities Form 4 or 5. Based solely on its review of the copies of such forms received by it and written representations from the Company's executive officers and directors, for the fiscal year ended December 31, 2000, the Section 16 (a) filing requirements were complied with by all incumbent executive officers, directors and director nominees during the year.

Item 11. Executive Compensation

Information concerning executive compensation for the year ended December 31, 2001 is included on pages 5 - 10 of the 2002 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information concerning beneficial ownership of Autoliv's common stock is included on page 4 of the 2002 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

None.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) Documents Filed as Part of this Report

(1) Financial Statements

The following consolidated financial statements are included on pages 26 through 38 and Selected Financial Data on page 39 of the Annual Report and are incorporated herein by reference:

Consolidated Statement of Income - Years ended December 31, 2001, 2000 and 1999 (page 26).

Consolidated Balance Sheet - as of December 31, 2001 and 2000 (page 27)

Consolidated Statement of Cash Flows - Years ended December 31, 2001, 2000 and 1999 (page 28)

Notes to Consolidated Financial Statements (pages 29-37)

Report of Independent Auditors (page 38)

(2) Financial Statement Schedules

All of the schedules specified under Regulation S-X to be provided by Autoliv have been omitted either because they are not applicable, they are not required or the information required is included in the financial statements or notes thereto.

(3) Index to Exhibits

Combination Agreement, dated as of November 25, 1996, by and among Autoliv AB, Morton International, Inc., Autoliv and ASP Merger Sub Inc. (the "Combination Agreement", incorporated herein by reference to Exhibit 2.1(a) to the Registration Statement. Autoliv agrees to furnish supplementary a copy of any omitted exhibit or schedule to the Securities and Exchange Commission (the "Commission") upon request.

Amendment No. 1 to the Combination Agreement, dated as of April 30, 1997, by and among Autoliv AB, Morton International, Inc., Autoliv and ASP Merger Sub Inc. incorporated herein by reference to Exhibit 2.1(b) to the Registration Statement.

Distribution Agreement, dated as of April 30, 1997, by and between Morton International, Inc. and New Morton International Inc., incorporated herein by reference to Exhibit 2.2 to the Registration Statement. Autoliv agrees to furnish supplementary a copy of any omitted exhibit or schedule to the Commission upon request.

Tax Sharing Agreement, dated as of April 30, 1997, by and between Morton International, Inc. and New Morton International Inc. incorporated herein by reference to Exhibit 2.3 to the Registration Statement. Autoliv agrees to furnish supplementary a copy of any omitted exhibit or schedule to the Commission upon request.

Employee Benefits Allocation Agreement, dated as of April 30,1997, by and between Morton International, Inc. and New Morton International Inc., incorporated herein by reference to Exhibit 2.4 to the Registration Statement, Autoliv agrees to furnish supplementary a copy of any omitted exhibit or schedule to the Commission upon request.

Autoliv's Restated Certificate of Incorporation incorporated herein by reference to Exhibit 3.1 to the Registration Statement.

Autoliv's Restated By-Laws incorporated herein by reference to Exhibit 3.2 to the Registration Statement.

Rights Agreement dated as of December 4, 1997 between Autoliv and First Chicago Trust Company of New York incorporated herein by reference to Exhibit 3 to Autoliv's Registration Statement on Form 8-A (File No. 1-12933).

Information concerning the calculation of Autoliv 's earnings per share is included in Note 1 of the Consolidated Notes to Financial Statements contained in the Annual Report and is incorporated herein by reference.

Autoliv's Annual Report to Shareholders for the fiscal year ended December 31, 2001.

Autoliv's Subsidiaries

No matters were submitted to Autoliv's stockholders during the fourth quarter of 2001.

Consent of Ernst & Young AB.

Autoliv, Inc. 1997 Stock Incentive Plan, incorporated herein by reference to Autoliv's Registration Statement on Form S-8 (File No. 333-26299)

Amendment No. 1 to Autoliv, Inc 1997 Stock Incentive Plan

The Company did not file any reports on Form 8-K for the three months ended December 31, 2001.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 20 day of March, 2002.

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 report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, as of the 20 day of March, 2002.

LIST OF SUBSIDIARIES OF THE COMPANY

Autoliv ASP, Inc. (U.S.A., Indiana)
OEA, Inc. (U.S.A., Delaware)
Autoliv Safety Technonogy, Inc (U.S.A., Delaware)
Autoliv Safety Technology de Mexico S.A. de C.V. (Mexico)
Autoliv Holding, Inc. (U.S.A., Delaware)
Autoliv Kabushiki Kaisha (Japan)
Autoliv Japan Ltd (Japan)
Autoliv Nichiyo Co. Ltd. (Japan) (60%)
Autoliv Izumi Japan Ltd. (Japan) (99%)
Autoliv Components Mexico, S. de R.L. de C.V. (Mexico)
Autoliv Servicios S. de R.L. de C.V. (Mexico)
Autoliv Steering Wheels Mexico S. de R.L. de C.V. (Mexico)
Autoliv Steering Wheels Services S. de R.L. de C.V. (Mexico)
Autoliv Springdynamics Mexico (Mexico)
Autoliv AB (Sweden)
Autoliv Australia Proprietary Ltd (Australia)
Van Oerle Webco Pty Ltd (Australia)
Autoliv Belgium N.V. (Belgium)
Autoliv Canada, Inc (Canada)
Van Oerle Alberton Colfab, Inc (Canada)
Autoliv (Shanghai) Safety Systems Co. Ltd (China)(60%)
Norma AS (Estonia) (51%)
Societe Franco Suedoise d 'Investissement SA (France)
Autoliv France SNC (France)
Autoliv Tunisia Zriba (Tunisia)
Autoliv IsoDelta SA (France)
AWS1 El Fahs (Tunisia)
AWS2 Nadour (Tunesia)
AWS3 Nadour (Tunesia)
Livbag SA (France) (83%)
NCS Pyrotechnie et Technologies SA (France)
Livbag SNC (France) (83%)
Autoliv Composants SNC (France)
Autoliv Electronics SAS (France)
OEA Europe Sarl (France)
Autoliv GmbH (Germany)
Autoliv Sicherheitstechnik GmbH (Germany)
Autoliv Stakupress GmbH (Germany)
Autoliv Autosicherheitstechnik GmbH (Germany)
Autoliv Romania SA (Romania) (80%)
Autoliv KFT (Hungary)
P.T Autoliv Indonesia (Indonesia) (99%)
Autoliv Italia spa (Italy)
Autoliv Mando Corporation (Korea) (60%)
Autoliv Holding BV (The Netherlands)
Autoliv BV (The Netherlands)
Autoliv ASP B.V. (The Netherlands)
General Engineering (The Netherlands)
Autoliv Overseas BV (The Netherlands)
Autoliv KLE, S.A.U. (Spain)
Autoliv Argentina SA (Argentina)
Marling BV (The Netherlands)
Van Oerle Alberton Holding BV (The Netherlands)
Van Oerle Alberton BV (The Netherlands)
Autoliv New Zealand Ltd.(New Zealand)
Autoliv Philippines Izumi Co (Philippines) (99%)
Autoliv QB Inc (Philippines) (75%)
Autoliv Poland Sp. z. o. o. (Poland)
Autoliv Southern Africa Pty Ltd (South-Africa)
Autoliv BKI SA (Spain)
Autoliv do Brasil Ltda. (Brazil)
Autoliv Mexico SA de CV (Mexico)
Autoliv Sverige AB (Sweden)
Autoliv East Europe AB
Autoliv Electronics AB (Sweden)
Svensk Airbag AB (Sweden)
Autoliv Hammarverken AB (Sweden)
Autoliv Mekan AB (Sweden)
Autoflator AB (Sweden)
Autoliv Thailand Ltd (Thailand)
Autoliv Cankor Otomotiv Emniyet (Turkey)
Autoliv Springdynamics Turkey (Turkey)
Autoliv UK Holding Ltd (U.K.)
Autoliv Ltd (U.K.)
Autoliv Holding Ltd(U.K)
Airbags International Ltd (U.K.)
Autoliv Spring Dynamics Ltd (U.K.)
Spiroflex Ltd. (U.K.)

All subsidiaries are wholly-owned unless otherwise indicated.

The names of certain subsidiaries, which considered in the aggregate would not
constitute a "significant subsidiary" as such term is defined in the
regulations under the federal securities laws, have been omitted from the
foregoing list.

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report(Form 10-K) of Autoliv Inc. of our report dated January 22, 2002, included in the 2001 Annual Report to the Shareholders of Autoliv Inc. We also consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-26299 and No. 333-26303) pertaining to the Autoliv, Inc. 1997 Stock Incentive Plan and Autoliv ASP Employee Investment Plan of Autoliv Inc., respectively, of our report dated January 22, 2002, with respect to the consolidated financial statements of Autoliv Inc. incorporated by reference in this Annual Report (Form 10-K)for the year ended December 31, 2001.

/s/ Ernst & Young AB
Torbjörn Hanson

Stockholm, Sweden
March 20, 2002