00015213322019-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-35346

APTIV PLC

(Exact name of registrant as specified in its charter)


Jersey						98-1029562
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5 Hanover Quay

Grand Canal Dock

Dublin, D02 VY79, Ireland

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code) 353-1-259-7013

(Former name, former address and former fiscal year, if changed since last report) N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary ~~Shares.~~Shares, $0.01 par value per share

APTV

New York Stock Exchange

5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share

APTV PRA

New York Stock Exchange

1.500% Senior Notes due 2025

APTV

New York Stock Exchange

4.250% Senior Notes due 2026

APTV

New York Stock Exchange

1.600% Senior Notes due 2028

APTV

New York Stock Exchange

4.350% Senior Notes due 2029

APTV

New York Stock Exchange

4.400% Senior Notes due 2046

APTV

New York Stock Exchange

5.400% Senior Notes due 2049

APTV

New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of ~~July 30,~~October 29, 2021, was ~~270,507,574.~~270,514,140.

Table of Contents

APTIV PLC

INDEX


		Page
Part I - Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Operations for the Three and ~~Six~~ Nine Months Ended ~~June~~September 3 0 ,30, 2021 and 2020 (Unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three and ~~and Six~~ Nine Months Ended ~~June~~September 30,, 2021 and 2020 (Unaudited)	4
	Consolidated Balance Sheets as of ~~June~~September 3 0 ,30, 2021 (Unaudited) and December 31, 2020	5
	Consolidated Statements of Cash Flows for the S ixNine Months Ended ~~June~~September 3 0 ,30, 2021 and 2020 (Unaudited)	6
	Consolidated Statements of Shareholders’ Equity for the Three and ~~and S~~Nine ix Months Ended ~~June~~September 3 0 ,30, 2021 and 2020 (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	9
	Cautionary Statement Regarding Forward Looking Information	4345
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4446
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6669
Item 4.	Controls and Procedures	6769

Part II - Other Information
Item 1.	Legal Proceedings	6870
Item 1A.	Risk Factors	6870
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6870

Item 6.	Exhibits	6870

Signatures		6971
Exhibits

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APTIV PLC

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions, except per share amounts)									(in millions, except per share amounts)
Net sales	Net sales	$	3,807	$	1,960	$	7,830	$	5,186	Net sales	$	3,654	$	3,668	$	11,484	$	8,854
Operating expenses:	Operating expenses:									Operating expenses:
Cost of sales	Cost of sales	3,205		1,947		6,501		4,672		Cost of sales	3,138		3,021		9,639		7,693
Selling, general and administrative	Selling, general and administrative	266		217		521		469		Selling, general and administrative	263		229		784		698
Amortization	Amortization	37		35		74		71		Amortization	37		36		111		107
Restructuring (Note 7)	Restructuring (Note 7)	14		72		20		100		Restructuring (Note 7)	1		18		21		118
Gain on autonomous driving joint venture (Note 17)	Gain on autonomous driving joint venture (Note 17)	0		0		0		(1,434)		Gain on autonomous driving joint venture (Note 17)	—		—		—		(1,434)
Total operating expenses	Total operating expenses	3,522		2,271		7,116		3,878		Total operating expenses	3,439		3,304		10,555		7,182
Operating income (loss)		285		(311)		714		1,308
Operating income										Operating income	215		364		929		1,672
Interest expense	Interest expense	(38)		(44)		(78)		(87)		Interest expense	(36)		(38)		(114)		(125)
Other (expense) income, net (Note 16)		0		(6)		1		(7)
Income (loss) before income taxes and equity loss		247		(361)		637		1,214
Other income (expense), net (Note 16)										Other income (expense), net (Note 16)	1		1		2		(6)
Income before income taxes and equity loss										Income before income taxes and equity loss	180		327		817		1,541
Income tax (expense) benefit	Income tax (expense) benefit	(28)		14		(76)		4		Income tax (expense) benefit	(25)		2		(101)		6
Income (loss) before equity loss		219		(347)		561		1,218
Income before equity loss										Income before equity loss	155		329		716		1,547
Equity loss, net of tax	Equity loss, net of tax	(53)		(18)		(95)		(16)		Equity loss, net of tax	(51)		(24)		(146)		(40)

Net income (loss)		166		(365)		466		1,202
Net income (loss) attributable to noncontrolling interest		3		1		8		(4)
Net income (loss) attributable to Aptiv		163		(366)		458		1,206
Net income										Net income	104		305		570		1,507
Net income attributable to noncontrolling interest										Net income attributable to noncontrolling interest	3		6		11		2
Net income attributable to Aptiv										Net income attributable to Aptiv	101		299		559		1,505
Mandatory convertible preferred share dividends (Note 12)	Mandatory convertible preferred share dividends (Note 12)	(16)		(3)		(32)		(3)		Mandatory convertible preferred share dividends (Note 12)	(15)		(16)		(47)		(19)
Net income (loss) attributable to ordinary shareholders		$	147	$	(369)	$	426	$	1,203
Net income attributable to ordinary shareholders										Net income attributable to ordinary shareholders	$	86	$	283	$	512	$	1,486

Basic net income (loss) per share:
Basic net income per share:										Basic net income per share:

Basic net income (loss) per share attributable to ordinary shareholders		$	0.54	$	(1.43)	$	1.58	$	4.69
Basic net income per share attributable to ordinary shareholders										Basic net income per share attributable to ordinary shareholders	$	0.32	$	1.05	$	1.89	$	5.69
Weighted average number of basic shares outstanding	Weighted average number of basic shares outstanding	270.49		258.03		270.40		256.77		Weighted average number of basic shares outstanding	270.51		270.03		270.44		261.22

Diluted net income (loss) per share (Note 12):
Diluted net income per share (Note 12):										Diluted net income per share (Note 12):

Diluted net income (loss) per share attributable to ordinary shareholders		$	0.54	$	(1.43)	$	1.57	$	4.66
Diluted net income per share attributable to ordinary shareholders										Diluted net income per share attributable to ordinary shareholders	$	0.32	$	1.05	$	1.89	$	5.63
Weighted average number of diluted shares outstanding	Weighted average number of diluted shares outstanding	271.06		258.21		271.10		258.59		Weighted average number of diluted shares outstanding	271.20		270.38		271.14		267.14

See notes to consolidated financial statements.

Table of Contents

APTIV PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
(in millions)
Net income (loss) $ 166 $ (365) $ 466 $ 1,202
Other comprehensive income (loss):
Currency translation adjustments 43 19 (49) (112)
Net change in unrecognized gain (loss) on derivative instruments, net of tax (Note 14) 5 76 (2) (77)
Employee benefit plans adjustment, net of tax 23 3 30 10
Other comprehensive income (loss) 71 98 (21) (179)
Comprehensive income (loss) 237 (267) 445 1,023
Comprehensive income (loss) attributable to noncontrolling interests 4 2 8 (8)
Comprehensive income (loss) attributable to Aptiv $ 233 $ (269) $ 437 $ 1,031


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

	(in millions)
Net income	$	104	$	305	$	570	$	1,507
Other comprehensive (loss) income:
Currency translation adjustments	(78)		91		(127)		(21)
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 14)	(62)		37		(64)		(40)
Employee benefit plans adjustment, net of tax	6		(1)		36		9
Other comprehensive (loss) income	(134)		127		(155)		(52)
Comprehensive (loss) income	(30)		432		415		1,455
Comprehensive income (loss) attributable to noncontrolling interests	2		7		10		(1)
Comprehensive (loss) income attributable to Aptiv	$	(32)	$	425	$	405	$	1,456

See notes to consolidated financial statements.

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APTIV PLC

CONSOLIDATED BALANCE SHEETS


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
		(Unaudited)					(Unaudited)

		(in millions)					(in millions)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,926	$	2,821	Cash and cash equivalents	$	2,741	$	2,821
Restricted cash	Restricted cash	52		32		Restricted cash	52		32
Accounts receivable, net of allowance for doubtful accounts of $44 million and $40 million, respectively (Note 2)		2,654		2,812
Accounts receivable, net of allowance for doubtful accounts of $49 million and $40 million, respectively (Note 2)						Accounts receivable, net of allowance for doubtful accounts of $49 million and $40 million, respectively (Note 2)	2,715		2,812
Inventories (Note 3)	Inventories (Note 3)	1,801		1,297		Inventories (Note 3)	2,119		1,297
Other current assets (Note 4)	Other current assets (Note 4)	622		503		Other current assets (Note 4)	477		503

Total current assets	Total current assets	8,055		7,465		Total current assets	8,104		7,465
Long-term assets:	Long-term assets:					Long-term assets:
Property, net	Property, net	3,193		3,301		Property, net	3,193		3,301
Operating lease right-of-use assets	Operating lease right-of-use assets	378		380		Operating lease right-of-use assets	381		380
Investments in affiliates	Investments in affiliates	1,908		2,011		Investments in affiliates	1,852		2,011
Intangible assets, net (Note 2)	Intangible assets, net (Note 2)	1,021		1,091		Intangible assets, net (Note 2)	973		1,091
Goodwill (Note 2)	Goodwill (Note 2)	2,547		2,580		Goodwill (Note 2)	2,504		2,580
Other long-term assets (Note 4)	Other long-term assets (Note 4)	678		694		Other long-term assets (Note 4)	644		694

Total long-term assets	Total long-term assets	9,725		10,057		Total long-term assets	9,547		10,057
Total assets	Total assets	$	17,780	$	17,522	Total assets	$	17,651	$	17,522
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term debt (Note 8)	Short-term debt (Note 8)	$	16	$	90	Short-term debt (Note 8)	$	8	$	90
Accounts payable	Accounts payable	2,574		2,571		Accounts payable	2,544		2,571

Accrued liabilities (Note 5)	Accrued liabilities (Note 5)	1,315		1,385		Accrued liabilities (Note 5)	1,282		1,385

Total current liabilities	Total current liabilities	3,905		4,046		Total current liabilities	3,834		4,046
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt (Note 8)	Long-term debt (Note 8)	4,031		4,011		Long-term debt (Note 8)	4,000		4,011
Pension benefit obligations	Pension benefit obligations	503		525		Pension benefit obligations	493		525
Long-term operating lease liabilities	Long-term operating lease liabilities	295		300		Long-term operating lease liabilities	301		300
Other long-term liabilities (Note 5)	Other long-term liabilities (Note 5)	521		540		Other long-term liabilities (Note 5)	524		540

Total long-term liabilities	Total long-term liabilities	5,350		5,376		Total long-term liabilities	5,318		5,376
Total liabilities	Total liabilities	9,255		9,422		Total liabilities	9,152		9,422
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)	0		0		Commitments and contingencies (Note 10)	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized; 11,500,000 shares of 5.50% Mandatory Convertible Preferred Shares, Series A, issued and outstanding as of June 30, 2021 and December 31, 2020		0		0
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 270,507,574 and 270,025,374 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		3		3
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized; 11,500,000 shares of 5.50% Mandatory Convertible Preferred Shares, Series A, issued and outstanding as of September 30, 2021 and December 31, 2020						Preferred shares, $0.01 par value per share, 50,000,000 shares authorized; 11,500,000 shares of 5.50% Mandatory Convertible Preferred Shares, Series A, issued and outstanding as of September 30, 2021 and December 31, 2020	—		—
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 270,507,574 and 270,025,374 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 270,507,574 and 270,025,374 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	3		3
Additional paid-in-capital	Additional paid-in-capital	3,909		3,897		Additional paid-in-capital	3,928		3,897
Retained earnings	Retained earnings	4,976		4,550		Retained earnings	5,062		4,550
Accumulated other comprehensive loss (Note 13)	Accumulated other comprehensive loss (Note 13)	(566)		(545)		Accumulated other comprehensive loss (Note 13)	(699)		(545)
Total Aptiv shareholders’ equity	Total Aptiv shareholders’ equity	8,322		7,905		Total Aptiv shareholders’ equity	8,294		7,905
Noncontrolling interest	Noncontrolling interest	203		195		Noncontrolling interest	205		195
Total shareholders’ equity	Total shareholders’ equity	8,525		8,100		Total shareholders’ equity	8,499		8,100
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	17,780	$	17,522	Total liabilities and shareholders’ equity	$	17,651	$	17,522

See notes to consolidated financial statements.

Table of Contents

APTIV PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020

		(in millions)					(in millions)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	466	$	1,202	Net income	$	570	$	1,507

Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	Depreciation	316		293		Depreciation	472		449
Amortization	Amortization	74		71		Amortization	111		107
Amortization of deferred debt issuance costs	Amortization of deferred debt issuance costs	6		4		Amortization of deferred debt issuance costs	7		7
Restructuring expense, net of cash paid	Restructuring expense, net of cash paid	(28)		13		Restructuring expense, net of cash paid	(42)		—
Deferred income taxes	Deferred income taxes	4		(22)		Deferred income taxes	(5)		10
Pension and other postretirement benefit expenses	Pension and other postretirement benefit expenses	24		20		Pension and other postretirement benefit expenses	34		31
Loss from equity method investments, net of dividends received	Loss from equity method investments, net of dividends received	99		16		Loss from equity method investments, net of dividends received	152		46
Loss on modification of debt	Loss on modification of debt	1		4		Loss on modification of debt	1		4

Loss on sale of assets	Loss on sale of assets	0		3		Loss on sale of assets	1		2
Share-based compensation	Share-based compensation	57		12		Share-based compensation	76		24
Gain on autonomous driving joint venture, net	Gain on autonomous driving joint venture, net	0		(1,434)		Gain on autonomous driving joint venture, net	—		(1,434)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	160		734		Accounts receivable, net	99		(51)
Inventories	Inventories	(501)		74		Inventories	(819)		60
Other assets	Other assets	(63)		9		Other assets	50		(57)
Accounts payable	Accounts payable	23		(902)		Accounts payable	(37)		(144)
Accrued and other long-term liabilities	Accrued and other long-term liabilities	(53)		12		Accrued and other long-term liabilities	(64)		114
Other, net	Other, net	(24)		(38)		Other, net	(35)		(38)
Pension contributions	Pension contributions	(12)		(16)		Pension contributions	(18)		(23)

Net cash provided by operating activities	Net cash provided by operating activities	549		55		Net cash provided by operating activities	553		614
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(261)		(372)		Capital expenditures	(430)		(489)
Proceeds from sale of property / investments		2		4
Proceeds from sale of property						Proceeds from sale of property	4		6

Cost of business acquisitions and other transactions, net of cash acquired	Cost of business acquisitions and other transactions, net of cash acquired	(45)		(27)		Cost of business acquisitions and other transactions, net of cash acquired	(45)		(49)

Proceeds from sale of technology investments						Proceeds from sale of technology investments	14		—
Cost of technology investments	Cost of technology investments	(1)		0		Cost of technology investments	(2)		(1)

Settlement of derivatives	Settlement of derivatives	(9)		1		Settlement of derivatives	(11)		1

Net cash used in investing activities	Net cash used in investing activities	(314)		(394)		Net cash used in investing activities	(470)		(532)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net repayments under other short-term debt agreements	Net repayments under other short-term debt agreements	(12)		(200)		Net repayments under other short-term debt agreements	(22)		(370)
Net repayments under other long-term debt agreements	Net repayments under other long-term debt agreements	(8)		(20)		Net repayments under other long-term debt agreements	(8)		(30)

Fees related to modification of debt agreements	Fees related to modification of debt agreements	(6)		(18)		Fees related to modification of debt agreements	(6)		(18)
Proceeds from the public offering of ordinary shares, net of issuance costs	Proceeds from the public offering of ordinary shares, net of issuance costs	0		1,115		Proceeds from the public offering of ordinary shares, net of issuance costs	—		1,115
Proceeds from the public offering of preferred shares, net of issuance costs	Proceeds from the public offering of preferred shares, net of issuance costs	0		1,115		Proceeds from the public offering of preferred shares, net of issuance costs	—		1,115

Dividend payments of consolidated affiliates to minority shareholders	Dividend payments of consolidated affiliates to minority shareholders	0		(6)		Dividend payments of consolidated affiliates to minority shareholders	—		(6)
Repurchase of ordinary shares	Repurchase of ordinary shares	0		(57)		Repurchase of ordinary shares	—		(57)
Distribution of mandatory convertible preferred share cash dividends	Distribution of mandatory convertible preferred share cash dividends	(32)		0		Distribution of mandatory convertible preferred share cash dividends	(47)		(16)
Distribution of ordinary share cash dividends	Distribution of ordinary share cash dividends	0		(56)		Distribution of ordinary share cash dividends	—		(56)
Taxes withheld and paid on employees’ restricted share awards	Taxes withheld and paid on employees’ restricted share awards	(45)		(33)		Taxes withheld and paid on employees’ restricted share awards	(45)		(33)
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(103)		1,840		Net cash (used in) provided by financing activities	(128)		1,644
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	(7)		(13)		Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	(15)		(1)
Increase in cash, cash equivalents and restricted cash		125		1,488
(Decrease) increase in cash, cash equivalents and restricted cash						(Decrease) increase in cash, cash equivalents and restricted cash	(60)		1,725
Cash, cash equivalents and restricted cash at beginning of the period	Cash, cash equivalents and restricted cash at beginning of the period	2,853		429		Cash, cash equivalents and restricted cash at beginning of the period	2,853		429
Cash, cash equivalents and restricted cash at end of the period	Cash, cash equivalents and restricted cash at end of the period	$	2,978	$	1,917	Cash, cash equivalents and restricted cash at end of the period	$	2,793	$	2,154

See notes to consolidated financial statements.

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APTIV PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)


		Three Months Ended June 30,																			Three Months Ended September 30,

		Ordinary Shares			Preferred Shares																Ordinary Shares			Preferred Shares

		Number of shares	Amount of shares		Number of shares	Amount of shares		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Aptiv Shareholders’ Equity		Noncontrolling Interest		Total Shareholders’ Equity			Number of shares	Amount of shares		Number of shares	Amount of shares		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Aptiv Shareholders’ Equity		Noncontrolling Interest		Total Shareholders’ Equity

2021	2021	(in millions)																		2021	(in millions)
Balance at March 31, 2021		270	$	3	12	$	0	$	3,881	$	4,829	$	(636)	$	8,077	$	199	$	8,276
Balance at June 30, 2021																				Balance at June 30, 2021	271	$	3	12	$	—	$	3,909	$	4,976	$	(566)	$	8,322	$	203	$	8,525
Net income	Net income	—	—		—	—		—		163		—		163		3		166		Net income	—	—		—	—		—		101		—		101		3		104
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		70		70		1		71		Other comprehensive income	—	—		—	—		—		—		(133)		(133)		(1)		(134)

Mandatory convertible preferred share cumulative dividends	Mandatory convertible preferred share cumulative dividends	—	—		—	—		—		(16)		—		(16)		—		(16)		Mandatory convertible preferred share cumulative dividends	—	—		—	—		—		(15)		—		(15)		—		(15)

Share-based compensation	Share-based compensation	1	—		—	—		28		—		—		28		—		28		Share-based compensation	—	—		—	—		19		—		—		19		—		19

Balance at June 30, 2021		271	$	3	12	$	0	$	3,909	$	4,976	$	(566)	$	8,322	$	203	$	8,525
Balance at September 30, 2021																				Balance at September 30, 2021	271	$	3	12	$	—	$	3,928	$	5,062	$	(699)	$	8,294	$	205	$	8,499

2020	2020																			2020
Balance at March 31, 2020		255	$	3	0	$	0	$	1,606	$	4,353	$	(991)	$	4,971	$	182	$	5,153
Net (loss) income		—	—		—	—		—		(366)		—		(366)		1		(365)
Balance at June 30, 2020																				Balance at June 30, 2020	270	$	3	12	$	—	$	3,849	$	3,984	$	(894)	$	6,942	$	184	$	7,126
Net income																				Net income	—	—		—	—		—		299		—		299		6		305
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		97		97		1		98		Other comprehensive income	—	—		—	—		—		—		126		126		1		127
Mandatory convertible preferred share cumulative dividends	Mandatory convertible preferred share cumulative dividends	—	—		—	—		—		(3)		—		(3)		—		(3)		Mandatory convertible preferred share cumulative dividends	—	—		—	—		—		(16)		—		(16)		—		(16)
Issuance of ordinary shares		15	—		—	—		1,115		—		—		1,115		—		1,115
Issuance of mandatory convertible preferred shares		—	—		12	—		1,115		—		—		1,115		—		1,115

Share-based compensation	Share-based compensation	0	—		—	—		13		—		—		13		—		13		Share-based compensation	—	—		—	—		12		—		—		12		—		12

Balance at June 30, 2020		270	$	3	12	$	0	$	3,849	$	3,984	$	(894)	$	6,942	$	184	$	7,126
Balance at September 30, 2020																				Balance at September 30, 2020	270	$	3	12	$	—	$	3,861	$	4,267	$	(768)	$	7,363	$	191	$	7,554

See notes to consolidated financial statements.

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Six Months Ended June 30,
Ordinary Shares Preferred Shares
Number of shares Amount of shares Number of shares Amount of shares Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Aptiv Shareholders’ Equity Noncontrolling Interest Total Shareholders’ Equity
2021 (in millions)
Balance at January 1, 2021 270 $ 3 12 $ 0 $ 3,897 $ 4,550 $ (545) $ 7,905 $ 195 $ 8,100
Net income — — — — — 458 — 458 8 466
Other comprehensive loss — — — — — — (21) (21) 0 (21)
Mandatory convertible preferred share cumulative dividends — — — — — (32) — (32) — (32)
Taxes withheld on employees’ restricted share award vestings — — — — (45) — — (45) — (45)
Share-based compensation 1 — — — 57 — — 57 — 57
Balance at June 30, 2021 271 $ 3 12 $ 0 $ 3,909 $ 4,976 $ (566) $ 8,322 $ 203 $ 8,525
2020
Balance at January 1, 2020 255 $ 3 0 $ 0 $ 1,645 $ 2,890 $ (719) $ 3,819 $ 192 $ 4,011
Net income (loss) — — — — — 1,206 — 1,206 (4) 1,202
Other comprehensive loss — — — — — — (175) (175) (4) (179)
Dividends on ordinary shares — — — — 1 (57) — (56) 0 (56)
Mandatory convertible preferred share cumulative dividends — — — — — (3) — (3) — (3)
Taxes withheld on employees’ restricted share award vestings — — — — (33) — — (33) — (33)
Repurchase of ordinary shares (1) — — — (6) (51) — (57) — (57)
Issuance of ordinary shares 15 — — — 1,115 — — 1,115 — 1,115
Issuance of mandatory convertible preferred shares — — 12 — 1,115 — — 1,115 — 1,115
Share-based compensation 1 — — — 12 — — 12 — 12
Adjustment for recently adopted accounting pronouncements — — — — — (1) 0 (1) — (1)
Balance at June 30, 2020 270 $ 3 12 $ 0 $ 3,849 $ 3,984 $ (894) $ 6,942 $ 184 $ 7,126
APTIV PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued) (Unaudited)


	Nine Months Ended September 30,

	Ordinary Shares			Preferred Shares

	Number of shares	Amount of shares		Number of shares	Amount of shares		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Aptiv Shareholders’ Equity		Noncontrolling Interest		Total Shareholders’ Equity

2021	(in millions)
Balance at January 1, 2021	270	$	3	12	$	—	$	3,897	$	4,550	$	(545)	$	7,905	$	195	$	8,100
Net income	—	—		—	—		—		559		—		559		11		570
Other comprehensive loss	—	—		—	—		—		—		(154)		(154)		(1)		(155)


Mandatory convertible preferred share cumulative dividends	—	—		—	—		—		(47)		—		(47)		—		(47)
Taxes withheld on employees’ restricted share award vestings	—	—		—	—		(45)		—		—		(45)		—		(45)



Share-based compensation	1	—		—	—		76		—		—		76		—		76


Balance at September 30, 2021	271	$	3	12	$	—	$	3,928	$	5,062	$	(699)	$	8,294	$	205	$	8,499

2020
Balance at January 1, 2020	255	$	3	—	$	—	$	1,645	$	2,890	$	(719)	$	3,819	$	192	$	4,011
Net income	—	—		—	—		—		1,505		—		1,505		2		1,507
Other comprehensive loss	—	—		—	—		—		—		(49)		(49)		(3)		(52)
Dividends on ordinary shares	—	—		—	—		1		(57)		—		(56)		—		(56)

Mandatory convertible preferred share cumulative dividends	—	—		—	—		—		(19)		—		(19)		—		(19)
Taxes withheld on employees’ restricted share award vestings	—	—		—	—		(33)		—		—		(33)		—		(33)
Repurchase of ordinary shares	(1)	—		—	—		(6)		(51)		—		(57)		—		(57)
Issuance of ordinary shares	15	—		—	—		1,115		—		—		1,115		—		1,115
Issuance of mandatory convertible preferred shares	—	—		12	—		1,115		—		—		1,115		—		1,115

Share-based compensation	1	—		—	—		24		—		—		24		—		24
Adjustment for recently adopted accounting pronouncements	—	—		—	—		—		(1)		—		(1)		—		(1)
Balance at September 30, 2020	270	$	3	12	$	—	$	3,861	$	4,267	$	(768)	$	7,363	$	191	$	7,554

See notes to consolidated financial statements.

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APTIV PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. GENERAL

General and basis of presentation—“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC, a public limited company formed under the laws of Jersey on May 19, 2011 as Delphi Automotive PLC, which completed an initial public offering on November 22, 2011. On December 4, 2017, the Company completed the separation (the “Separation”) of its former Powertrain Systems segment by distributing to Aptiv shareholders on a pro rata basis all of the issued and outstanding ordinary shares of Delphi Technologies PLC, a public limited company formed to hold the spun-off business. Following the Separation, the remaining company changed its name to Aptiv PLC and New York Stock Exchange (“NYSE”) symbol to “APTV.”

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and all adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. The consolidated financial statements and notes thereto included in this report should be read in conjunction with Aptiv’s 2020 Annual Report on Form 10-K.

Nature of operations—Aptiv is a leading global technology and mobility architecture company primarily serving the automotive sector. We design and manufacture vehicle components and provide electrical, electronic and active safety technology solutions to the global automotive and commercial vehicle markets. Aptiv operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from best cost countries. In line with the long-term growth in emerging markets, Aptiv has been increasing its focus on these markets, particularly in China, where the Company has a major manufacturing base and strong customer relationships.

2. SIGNIFICANT ACCOUNTING POLICIES

Consolidation—The consolidated financial statements include the accounts of Aptiv and United States (“U.S.”) and non-U.S. subsidiaries in which Aptiv holds a controlling financial or management interest and variable interest entities of which Aptiv has determined that it is the primary beneficiary. Aptiv’s share of the earnings or losses of non-controlled affiliates, over which Aptiv exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. When Aptiv does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates without readily determinable fair value are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, while investments in publicly traded equity securities are measured at fair value based on quoted prices for identical assets on active market exchanges as of each reporting date. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values.

Intercompany transactions and balances between consolidated Aptiv businesses have been eliminated.

During the ~~three~~nine months ended ~~June~~September 30, 2021, Aptiv received a dividend of $4$6 million from one of its equity method investments. During the three months ended September 30, 2020, Aptiv received a dividend of $6 million from one of its equity method investments. The ~~dividend was~~dividends were recognized as a reduction to the investment and represented a return on investment in cash flows from operating activities.

Aptiv’s equity investments without readily determinable fair values totaled ~~$75~~$28 million and $113 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively, and are classified within other long-term assets in the consolidated balance sheets. Aptiv’s investments in publicly traded equity securities totaled ~~$49~~$83 million as of ~~June~~September 30, 2021 and are classified within other long-term assets in the consolidated balance sheets. There were no publicly traded equity securities held as of December 31, 2020. Refer to Note 17. Acquisitions and Divestitures for additional information regarding Aptiv’s equity investments.

Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, including the duration and severity of the impacts of the COVID-19 pandemic and the ongoing global supply chain disruptions, actual results reported in future periods may be based upon amounts that differ from those estimates.

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Revenue recognition—Aptiv recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Accordingly,

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revenue is measured based on consideration specified in a contract with a customer. Refer to Note 20. Revenue for additional information regarding the Company’s revenue recognition policies.

Net income ~~(loss)~~ per share—Basic net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income ~~(loss)~~ per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of conversion of the 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) into ordinary shares is more dilutive than the MCPS dividends to net income ~~(loss)~~ per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer to Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income ~~(loss)~~ per share.

Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less, for which the book value approximates fair value.

Restricted cash—Restricted cash includes balances on deposit at financial institutions that have issued letters of credit in favor of Aptiv and cash deposited into escrow accounts. Refer to Note 15. Fair Value of Financial Instruments for further information regarding amounts deposited into an escrow account.

Accounts receivable—Aptiv enters into agreements to sell certain of its accounts receivable, primarily in Europe. Sales of receivables are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing (“ASC 860”). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Aptiv to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense.

Credit losses—Aptiv is exposed to credit losses primarily through the sale of vehicle components and services. Aptiv assesses the creditworthiness of a counterparty by conducting ongoing credit reviews, which considers the Company’s expected billing exposure and timing for payment, as well as the counterparty’s established credit rating. When a credit rating is not available, the Company’s assessment is based on an analysis of the counterparty’s financial statements. Aptiv also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. Based on the outcome of this review, the Company establishes a credit limit for each counterparty. The Company continues to monitor its ongoing credit exposure through active review of counterparty balances against contract terms and due dates, which includes timely account reconciliation, payment confirmation and dispute resolution. The Company may also employ collection agencies and legal counsel to pursue recovery of defaulted receivables, if necessary.

Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of ~~June~~September 30, 2021 and December 31, 2020, the Company reported ~~$2,654~~$2,715 million and $2,812 million, respectively, of accounts receivable, net of allowances, which includes the allowance for doubtful accounts of ~~$44~~$49 million and $40 million, respectively. Changes in the allowance for doubtful accounts were not material for the ~~six~~nine months ended ~~June~~September 30, 2021.

Intangible assets—Intangible assets were ~~$1,021~~$973 million and $1,091 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively. Aptiv amortizes definite-lived intangible assets over their estimated useful lives. Aptiv has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $37 million and ~~$74~~$111 million for the three and ~~six~~ nine

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months ended ~~June~~September 30, 2021, respectively, and ~~$35~~$36 million and ~~$71~~$107 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, which includes the impact of any intangible asset impairment charges recorded during the period.

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Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.

The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit. The Company qualitatively concluded there were no goodwill impairments during the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. Goodwill was ~~$2,547~~$2,504 million and $2,580 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations for additional information.

Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining whether an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more likely than not to be sustained upon examination, and if so, a tax benefit is measured on a cumulative probability basis that is more likely than not to be realized upon the ultimate settlement. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. Refer to Note 11. Income Taxes for additional information.

Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs and certain early termination lease costs are recorded when contracts are terminated. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.

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Customer concentrations—As reflected in the table below, net sales to Stellantis N.V. (“Stellantis”), General Motors Company (“GM”) and Volkswagen Group (“VW”), Aptiv’s three largest customers, totaled approximately ~~29%~~25% and 28% of our total net sales for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and ~~24%~~33% and ~~29%~~30% our total net sales for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively.


		Percentage of Total Net Sales								Accounts Receivable					Percentage of Total Net Sales								Accounts Receivable
		Three Months Ended June 30,				Six Months Ended June 30,				June 30, 2021		December 31, 2020			Three Months Ended September 30,				Nine Months Ended September 30,				September 30, 2021		December 31, 2020
		2021		2020		2021		2020							2021		2020		2021		2020

										(in millions)													(in millions)
Stellantis (1)	Stellantis (1)	11	%	7	%	11	%	11	%	$	291	$	352	Stellantis (1)	10	%	12	%	11	%	11	%	$	276	$	352
GM	GM	8	%	5	%	8	%	8	%	204		200		GM	7	%	10	%	8	%	9	%	172		200
VW	VW	10	%	12	%	9	%	10	%	183		216		VW	8	%	11	%	9	%	10	%	132		216

(1)On January 16, 2021, Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot Citroën (“PSA”) merged to form a new, combined company (“Stellantis”). Net sales to FCA and PSA before the date of the merger are included in net sales to Stellantis in the table above for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. As of December 31, 2020, accounts receivable due from FCA and PSA are shown on a combined basis as accounts receivable due from Stellantis.

Recently adopted accounting pronouncements—Aptiv adopted Accounting Standards Update (“ASU”) 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 in the first quarter of 2021 on a prospective basis. This guidance clarifies the interactions between accounting for equity securities under the measurement alternative in Topic 321 and the equity method of accounting in Topic 323, as well as the accounting for certain forward contracts and purchased options to purchase securities that, upon settlement or exercise, would be accounted for under the equity method of accounting. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements.

3. INVENTORIES

Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

		(in millions)					(in millions)
Productive material	Productive material	$	1,096	$	745	Productive material	$	1,347	$	745
Work-in-process	Work-in-process	172		111		Work-in-process	182		111
Finished goods	Finished goods	533		441		Finished goods	590		441
Total	Total	$	1,801	$	1,297	Total	$	2,119	$	1,297

4. ASSETS

Other current assets consisted of the following:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

		(in millions)					(in millions)
Value added tax receivable	Value added tax receivable	$	209	$	155	Value added tax receivable	$	172	$	155

Prepaid insurance and other expenses	Prepaid insurance and other expenses	65		47		Prepaid insurance and other expenses	64		47
Reimbursable engineering costs	Reimbursable engineering costs	181		169		Reimbursable engineering costs	106		169
Notes receivable	Notes receivable	8		8		Notes receivable	7		8
Income and other taxes receivable	Income and other taxes receivable	57		41		Income and other taxes receivable	60		41
Deposits to vendors	Deposits to vendors	7		5		Deposits to vendors	6		5
Derivative financial instruments (Note 14)	Derivative financial instruments (Note 14)	63		48		Derivative financial instruments (Note 14)	29		48
Capitalized upfront fees (Note 20)	Capitalized upfront fees (Note 20)	32		30		Capitalized upfront fees (Note 20)	33		30

Total	Total	$	622	$	503	Total	$	477	$	503

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Other long-term assets consisted of the following:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

		(in millions)					(in millions)
Deferred income taxes, net	Deferred income taxes, net	$	172	$	174	Deferred income taxes, net	$	167	$	174
Unamortized Revolving Credit Facility debt issuance costs	Unamortized Revolving Credit Facility debt issuance costs	12		11		Unamortized Revolving Credit Facility debt issuance costs	11		11
Income and other taxes receivable	Income and other taxes receivable	26		25		Income and other taxes receivable	26		25
Reimbursable engineering costs	Reimbursable engineering costs	171		186		Reimbursable engineering costs	182		186
Value added tax receivable	Value added tax receivable	37		29		Value added tax receivable	34		29
Equity investments (Note 17)	Equity investments (Note 17)	124		113		Equity investments (Note 17)	111		113
Derivative financial instruments (Note 14)	Derivative financial instruments (Note 14)	13		22		Derivative financial instruments (Note 14)	—		22
Capitalized upfront fees (Note 20)	Capitalized upfront fees (Note 20)	66		86		Capitalized upfront fees (Note 20)	58		86
Other	Other	57		48		Other	55		48
Total	Total	$	678	$	694	Total	$	644	$	694

5. LIABILITIES

Accrued liabilities consisted of the following:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

		(in millions)					(in millions)
Payroll-related obligations	Payroll-related obligations	$	320	$	293	Payroll-related obligations	$	327	$	293
Employee benefits, including current pension obligations	Employee benefits, including current pension obligations	66		84		Employee benefits, including current pension obligations	72		84
Income and other taxes payable	Income and other taxes payable	164		177		Income and other taxes payable	129		177
Warranty obligations (Note 6)	Warranty obligations (Note 6)	40		51		Warranty obligations (Note 6)	38		51
Restructuring (Note 7)	Restructuring (Note 7)	62		82		Restructuring (Note 7)	52		82
Customer deposits	Customer deposits	50		62		Customer deposits	64		62
Derivative financial instruments (Note 14)	Derivative financial instruments (Note 14)	4		8		Derivative financial instruments (Note 14)	13		8
Accrued interest	Accrued interest	46		48		Accrued interest	23		48
MCPS dividends payable	MCPS dividends payable	3		3		MCPS dividends payable	3		3
Operating lease liabilities	Operating lease liabilities	99		100		Operating lease liabilities	95		100
Other	Other	461		477		Other	466		477
Total	Total	$	1,315	$	1,385	Total	$	1,282	$	1,385

Other long-term liabilities consisted of the following:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

		(in millions)					(in millions)
Environmental (Note 10)	Environmental (Note 10)	$	4	$	4	Environmental (Note 10)	$	4	$	4

Extended disability benefits	Extended disability benefits	5		5		Extended disability benefits	5		5
Warranty obligations (Note 6)	Warranty obligations (Note 6)	8		8		Warranty obligations (Note 6)	8		8
Restructuring (Note 7)	Restructuring (Note 7)	32		43		Restructuring (Note 7)	27		43
Payroll-related obligations	Payroll-related obligations	11		11		Payroll-related obligations	11		11
Accrued income taxes	Accrued income taxes	155		156		Accrued income taxes	177		156
Deferred income taxes, net	Deferred income taxes, net	210		207		Deferred income taxes, net	193		207
Derivative financial instruments (Note 14)	Derivative financial instruments (Note 14)	2		1		Derivative financial instruments (Note 14)	9		1

Other	Other	94		105		Other	90		105
Total	Total	$	521	$	540	Total	$	524	$	540

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6. WARRANTY OBLIGATIONS

Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Aptiv has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of ~~June~~September 30, 2021. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of ~~June~~September 30, 2021 to be 0zero to $10 million.

The table below summarizes the activity in the product warranty liability for the ~~six~~nine months ended ~~June~~September 30, 2021:


	Warranty Obligations

	(in millions)
Accrual balance at beginning of period	$	59
Provision for estimated warranties incurred during the period	1523
Changes in estimate for pre-existing warranties	68
Settlements made during the period (in cash or in kind)	~~(31)~~(43)
Foreign currency translation and other	(1)
Accrual balance at end of period	$	4846

7. RESTRUCTURING

Aptiv’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Aptiv’s strategy, either in the normal course of business or pursuant to significant restructuring programs.

As part of Aptiv’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and on reducing global overhead costs. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately ~~$14~~$1 million and ~~$20~~$21 million during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. None of the Company's individual restructuring programs initiated during the three and ~~six~~nine months ended ~~June~~September 30, 2021 were material and there have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. The Company expects to incur additional restructuring costs of approximately ~~$20~~$15 million ~~(of which approximately $15 million~~(which primarily relates to the Signal and Power Solutions ~~segment and approximately $5 million relates to the Advanced Safety and User Experience~~ segment) for programs approved as of ~~June~~September 30, 2021, which are primarily expected to be incurred within the next twenty-four months.

During the three and ~~six~~nine months ended ~~June~~September 30, 2020, Aptiv recorded employee-related and other restructuring charges totaling approximately ~~$72~~$18 million and ~~$100~~$118 million, respectively, of which ~~$42~~$9 million and ~~$51~~$60 million, respectively, was recognized for programs implemented in the North America region and ~~$24~~$8 million and ~~$35~~$42 million, respectively, was recognized for programs implemented in the European region. The charges recorded during the three and nine months ended ~~June~~September 30, 2020 included the recognition of approximately ~~$60~~$15 million and $75 million, respectively, of employee-related and other costs related to actions taken as a result of the global impacts of the COVID-19 pandemic.

Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Aptiv incurred cash expenditures related to its restructuring programs of approximately ~~$48~~$63 million and ~~$87~~$118 million in the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

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The following table summarizes the restructuring charges recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 by operating segment:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions)									(in millions)
Signal and Power Solutions	Signal and Power Solutions	$	11	$	60	$	9	$	79	Signal and Power Solutions	$	(4)	$	9	$	5	$	88
Advanced Safety and User Experience	Advanced Safety and User Experience	3		12		11		21		Advanced Safety and User Experience	5		9		16		30
Total	Total	$	14	$	72	$	20	$	100	Total	$	1	$	18	$	21	$	118

The table below summarizes the activity in the restructuring liability for the ~~six~~nine months ended ~~June~~September 30, 2021:


		Employee Termination Benefits Liability		Other Exit Costs Liability		Total			Employee Termination Benefits Liability		Other Exit Costs Liability		Total

		(in millions)							(in millions)
Accrual balance at January 1, 2021	Accrual balance at January 1, 2021	$	125	$	0	$	125	Accrual balance at January 1, 2021	$	125	$	—	$	125
Provision for estimated expenses incurred during the period	Provision for estimated expenses incurred during the period	20		0		20		Provision for estimated expenses incurred during the period	21		—		21
Payments made during the period	Payments made during the period	(48)		0		(48)		Payments made during the period	(63)		—		(63)
Foreign currency and other	Foreign currency and other	(3)		0		(3)		Foreign currency and other	(4)		—		(4)
Accrual balance at June 30, 2021		$	94	$	0	$	94
Accrual balance at September 30, 2021								Accrual balance at September 30, 2021	$	79	$	—	$	79

8. DEBT

The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of ~~June~~September 30, 2021 and December 31, 2020:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

		(in millions)					(in millions)

4.15%, senior notes, due 2024 (net of $1 and $1 unamortized issuance costs and $1 and $1 discount, respectively)	4.15%, senior notes, due 2024 (net of $1 and $1 unamortized issuance costs and $1 and $1 discount, respectively)	$	698	$	698	4.15%, senior notes, due 2024 (net of $1 and $1 unamortized issuance costs and $1 and $1 discount, respectively)	$	698	$	698
1.50%, Euro-denominated senior notes, due 2025 (net of $2 and $2 unamortized issuance costs and $1 and $2 discount, respectively)	1.50%, Euro-denominated senior notes, due 2025 (net of $2 and $2 unamortized issuance costs and $1 and $2 discount, respectively)	832		857		1.50%, Euro-denominated senior notes, due 2025 (net of $2 and $2 unamortized issuance costs and $1 and $2 discount, respectively)	815		857
4.25%, senior notes, due 2026 (net of $2 and $2 unamortized issuance costs, respectively)	4.25%, senior notes, due 2026 (net of $2 and $2 unamortized issuance costs, respectively)	648		648		4.25%, senior notes, due 2026 (net of $2 and $2 unamortized issuance costs, respectively)	648		648
1.60%, Euro-denominated senior notes, due 2028 (net of $3 and $3 unamortized issuance costs, respectively)	1.60%, Euro-denominated senior notes, due 2028 (net of $3 and $3 unamortized issuance costs, respectively)	593		612		1.60%, Euro-denominated senior notes, due 2028 (net of $3 and $3 unamortized issuance costs, respectively)	581		612
4.35%, senior notes, due 2029 (net of $2 and $3 unamortized issuance costs, respectively)	4.35%, senior notes, due 2029 (net of $2 and $3 unamortized issuance costs, respectively)	298		297		4.35%, senior notes, due 2029 (net of $2 and $3 unamortized issuance costs, respectively)	298		297
4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $1 and $1 discount, respectively)	4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $1 and $1 discount, respectively)	296		296		4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $1 and $1 discount, respectively)	296		296
5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)	5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)	345		345		5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)	345		345
Tranche A Term Loan, due 2026 (net of $2 and $1 unamortized issuance costs, respectively)	Tranche A Term Loan, due 2026 (net of $2 and $1 unamortized issuance costs, respectively)	311		320		Tranche A Term Loan, due 2026 (net of $2 and $1 unamortized issuance costs, respectively)	311		320
Finance leases and other	Finance leases and other	26		28		Finance leases and other	16		28
Total debt	Total debt	4,047		4,101		Total debt	4,008		4,101
Less: current portion	Less: current portion	(16)		(90)		Less: current portion	(8)		(90)
Long-term debt	Long-term debt	$	4,031	$	4,011	Long-term debt	$	4,000	$	4,011

Credit Agreement

Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains senior unsecured credit facilities currently consisting of a term loan (the “Tranche A Term Loan”) and a revolving credit facility of $2 billion (the “Revolving Credit Facility”). During 2020, Aptiv Global Financing Limited (“AGFL”), a wholly-owned Irish subsidiary of Aptiv PLC, executed a joinder agreement to the Credit Agreement, which allows it to act as a borrower under the

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Credit Agreement, and a guaranty supplement, under which AGFL guarantees the obligations under the Credit Agreement, subject to certain exceptions.

The Credit Agreement was originally entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on June 24, 2021. The June 2021 amendment, among other things, (1) refinanced and replaced the existing term loan A and revolver with a new term loan A that matures in five years, and a new five-year revolving credit facility with aggregate commitments of $2 billion, (2) utilized the Company’s existing sustainability-linked metrics and commitments, that, if achieved, would change the facility fee and interest rate margins as described below, (3) removed prior provisions from the May 2020 amendment that had increased the leverage ratio maintenance covenant from 3.5 to 1.0 to 4.5 to 1.0 until July 1, 2021 and restricted dividends and other payments on equity, and (4) includes a financial maintenance covenant that requires the Company to maintain total net leverage (as calculated in accordance with the Credit Agreement) of less than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement). Losses on modification of debt totaled $1 million and $4 million during the ~~three~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, related to the June 2021 amendment and May 2020 amendment. Aptiv paid amendment fees of $6 million and $18 million during the ~~three~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, which are reflected as financing activities in the consolidated statements of cash flows.

The Tranche A Term Loan and the Revolving Credit Facility mature on June 24, 2026. Beginning on September 30, 2022, Aptiv is obligated to make quarterly principal payments on the Tranche A Term Loan according to the amortization schedule in the Credit Agreement. The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent.

As of ~~June~~September 30, 2021, Aptiv had no amounts outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.

Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The June 2021 amendment also contains provisions to facilitate the replacement of the LIBOR-based rate with a Secured Overnight Financing Rate (“SOFR”) based rate upon the discontinuation or unavailability of LIBOR. The Applicable Rates under the Credit Agreement on the specified dates are set forth below:


		June 30, 2021				December 31, 2020					September 30, 2021				December 31, 2020
		LIBOR plus		ABR plus		LIBOR plus		ABR plus			LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility (1)	Revolving Credit Facility (1)	1.10	%	0.10	%	1.10	%	0.10	%	Revolving Credit Facility (1)	1.10	%	0.10	%	1.10	%	0.10	%
Revolving Credit Facility (2)	Revolving Credit Facility (2)	N/A		N/A		1.40	%	0.40	%	Revolving Credit Facility (2)	N/A		N/A		1.40	%	0.40	%
Tranche A Term Loan (1)	Tranche A Term Loan (1)	1.125	%	0.125	%	1.25	%	0.25	%	Tranche A Term Loan (1)	1.125	%	0.125	%	1.25	%	0.25	%
Tranche A Term Loan (2)	Tranche A Term Loan (2)	N/A		N/A		1.75	%	0.75	%	Tranche A Term Loan (2)	N/A		N/A		1.75	%	0.75	%

(1)Rates as of ~~June~~September 30, 2021 are applicable to balances under the Credit Agreement as amended and restated on June 24, 2021 as described above. Rates as of December 31, 2020 are applicable to principal balances under the Credit Agreement which were not extended as part of the May 2020 amendment.

(2)Rates as of December 31, 2020 are applicable to principal balances under the Credit Agreement which were extended as part of the May 2020 amendment.

Under the June 2021 amendment, the Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings and whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety. Such adjustments may be up to 0.04% per annum on interest rate margins on the Revolving Credit Facility, 0.02% per annum on interest rate margins on the Tranche A Term Loan and up to 0.01% per annum on the facility fee. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, LIBOR, changes in the Company’s corporate credit ratings or whether the Company achieves or fails to achieve its sustainability-linked targets. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on the sustainability-linked targets as described above, and certain letter of credit issuance and fronting fees.

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effective as of ~~June~~September 30, 2021, as detailed in the table below, were based on the Company’s current credit rating and the Applicable Rate for the

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Credit Agreement:
Borrowings as of
June 30, 2021 Rates effective as of
Applicable Rate (in millions) June 30, 2021
Tranche A Term Loan LIBOR plus 1.125% $ 313 1.25 %

Borrowings as of

September 30, 2021

Rates effective as of

Applicable Rate

(in millions)

September 30, 2021

Tranche A Term Loan

LIBOR plus 1.125%

313

1.25

Borrowings under the Credit Agreement are prepayable at Aptiv’s option without premium or penalty.

The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, under the June 2021 amendment, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement). The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of ~~June~~September 30, 2021.

As of ~~June~~September 30, 2021, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement.

Senior Unsecured Notes

On March 3, 2014, Aptiv Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured notes due 2024 (the “2014 Senior Notes”) in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”). The 2014 Senior Notes were priced at 99.649% of par, resulting in a yield to maturity of 4.193%. The proceeds were primarily utilized to redeem $500 million of 5.875% senior unsecured notes due 2019 and to repay a portion of the Tranche A Term Loan. Aptiv paid approximately $6 million of issuance costs in connection with the 2014 Senior Notes. Interest is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.

On March 10, 2015, Aptiv PLC issued €700 million in aggregate principal amount of 1.50% Euro-denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2015 Euro-denominated Senior Notes were priced at 99.54% of par, resulting in a yield to maturity of 1.55%. The proceeds were primarily utilized to redeem $500 million of 6.125% senior unsecured notes due 2021, and to fund growth initiatives, such as acquisitions, and share repurchases. Aptiv incurred approximately $5 million of issuance costs in connection with the 2015 Euro-denominated Senior Notes. Interest is payable annually on March 10. The Company has designated the 2015 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.

On November 19, 2015, Aptiv PLC issued $1.3 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $650 million of 3.15% senior unsecured notes due 2020 (the “3.15% Senior Notes”) and $650 million of 4.25% senior unsecured notes due 2026 (the “4.25% Senior Notes”) (collectively, the “2015 Senior Notes”). The 3.15% Senior Notes were priced at 99.784% of par, resulting in a yield to maturity of 3.197%, and the 4.25% Senior Notes were priced at 99.942% of par, resulting in a yield to maturity of 4.256%. The proceeds were primarily utilized to fund a portion of the cash consideration for the acquisition of HellermannTyton PLC and for general corporate purposes, including the payment of fees and expenses associated with the HellermannTyton PLC acquisition and the related financing transaction. Aptiv incurred approximately $8 million of issuance costs in connection with the 2015 Senior Notes. Interest on the 3.15% Senior Notes was payable semi-annually on May 19 and November 19 of each year to holders of record at the close of business on May 4 or November 4 immediately preceding the interest payment date. Interest on the 4.25% Senior Notes is payable semi-annually on January 15 and July 15 of each year to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date. In March 2019, Aptiv redeemed for cash the entire $650 million aggregate principal amount outstanding of the 3.15% Senior Notes, financed by the proceeds received from the issuance of the 2019 Senior Notes, as defined below.

On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60% Euro-denominated senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2016 Euro-denominated Senior Notes were priced at 99.881% of par, resulting in a yield to maturity of 1.611%. The proceeds, together with proceeds from the 2016 Senior Notes described below, were utilized to redeem the $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $4 million of issuance costs in connection with the 2016 Euro-denominated Senior Notes. Interest is payable annually on September 15. The Company has designated the 2016 ~~Euro-denominated~~Euro-

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denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.

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On September 20, 2016, Aptiv PLC issued $300 million in aggregate principal amount of 4.40% senior unsecured notes due 2046 (the “2016 Senior Notes”) in a transaction registered under the Securities Act. The 2016 Senior Notes were priced at 99.454% of par, resulting in a yield to maturity of 4.433%. The proceeds, together with proceeds from the 2016 Euro-denominated Senior Notes, were utilized to redeem the $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $3 million of issuance costs in connection with the 2016 Senior Notes. Interest is payable semi-annually on April 1 and October 1 of each year to holders of record at the close of business on March 15 or September 15 immediately preceding the interest payment date.

On March 14, 2019, Aptiv PLC issued $650 million in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $300 million of 4.35% senior unsecured notes due 2029 (the “4.35% Senior Notes”) and $350 million of 5.40% senior unsecured notes due 2049 (the “5.40% Senior Notes”) (collectively, the “2019 Senior Notes”). The 4.35% Senior Notes were priced at 99.879% of par, resulting in a yield to maturity of 4.365%, and the 5.40% Senior Notes were priced at 99.558% of par, resulting in a yield to maturity of 5.430%. The proceeds were utilized to redeem the 3.15% Senior Notes. Aptiv incurred approximately $7 million of issuance costs in connection with the 2019 Senior Notes. Interest on the 2019 Senior Notes is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.

Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of ~~June~~September 30, 2021, the Company was in compliance with the provisions of all series of the outstanding senior notes.

The 2014 Senior Notes issued by Aptiv Corporation are fully and unconditionally guaranteed, jointly and severally, by Aptiv PLC and by certain of Aptiv PLC’s direct and indirect subsidiaries, which are directly or indirectly 100% owned by Aptiv PLC, subject to customary release provisions (other than in the case of Aptiv PLC). The 2015 Euro-denominated Senior Notes, 4.25% Senior Notes, 2016 Euro-denominated Senior Notes, 2016 Senior Notes and 2019 Senior Notes issued by Aptiv PLC are fully and unconditionally guaranteed, jointly and severally, by certain of Aptiv PLC’s direct and indirect subsidiaries (including Aptiv Corporation), which are directly or indirectly 100% owned by Aptiv PLC, subject to customary release provisions.

Other Financing

Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility became effective on January 1, 2021 and replaced Aptiv’s previous €300 million European accounts receivable factoring facility. This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. The program is for a term of three years, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the three year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month LIBOR plus 0.50%, with borrowings under either denomination carrying a minimum interest rate of 0.20%. As of ~~June~~September 30, 2021, Aptiv had no amounts drawn on the new European accounts receivable factoring facility and as of December 31, 2020, Aptiv had no amounts outstanding on the previous European accounts receivable factoring facility.

Finance leases and other—As of ~~June~~September 30, 2021 and December 31, 2020, approximately ~~$26~~$16 million and $28 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.

Interest—Cash paid for interest related to debt outstanding totaled ~~$75~~$131 million and ~~$84~~$142 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $3 million and $2 million outstanding through other letter of credit facilities as of ~~June~~September 30, 2021 and December 31, 2020, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.

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9. PENSION BENEFITS

Certain of Aptiv’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Aptiv’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the U.K. The U.K. and certain Mexican plans are funded. In addition, Aptiv has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.

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Aptiv sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation prior to September 30, 2008 and were still U.S. executives of the Company on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5five years after an involuntary or voluntary separation from Aptiv. The SERP is closed to new members.

The amounts shown below reflect the defined benefit pension expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:


		Non-U.S. Plans				U.S. Plans					Non-U.S. Plans				U.S. Plans

		Three Months Ended June 30,									Three Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions)									(in millions)
Service cost	Service cost	$	5	$	5	$	0	$	0	Service cost	$	5	$	5	$	—	$	—
Interest cost	Interest cost	5		5		0		0		Interest cost	5		6		—		—
Expected return on plan assets	Expected return on plan assets	(5)		(4)		0		0		Expected return on plan assets	(4)		(5)		—		—

Curtailment loss		5		0		0		0

Amortization of actuarial losses	Amortization of actuarial losses	3		3		1		1		Amortization of actuarial losses	4		5		—		—

Net periodic benefit cost	Net periodic benefit cost	$	13	$	9	$	1	$	1	Net periodic benefit cost	$	10	$	11	$	—	$	—

		Non-U.S. Plans				U.S. Plans					Non-U.S. Plans				U.S. Plans

		Six Months Ended June 30,									Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions)									(in millions)
Service cost	Service cost	$	10	$	10	$	0	$	0	Service cost	$	15	$	15	$	—	$	—
Interest cost	Interest cost	10		11		0		0		Interest cost	15		17		—		—
Expected return on plan assets	Expected return on plan assets	(10)		(9)		0		0		Expected return on plan assets	(14)		(14)		—		—

Curtailment loss	Curtailment loss	5		0		0		0		Curtailment loss	5		—		—		—
Amortization of actuarial losses	Amortization of actuarial losses	8		7		1		1		Amortization of actuarial losses	12		12		1		1

Net periodic benefit cost	Net periodic benefit cost	$	23	$	19	$	1	$	1	Net periodic benefit cost	$	33	$	30	$	1	$	1

Other postretirement benefit obligations were approximately $1 million and $1 million at ~~June~~September 30, 2021 and December 31, 2020, respectively.

10. COMMITMENTS AND CONTINGENCIES

Ordinary Business Litigation

Aptiv is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Aptiv that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Aptiv. With respect to warranty matters, although Aptiv cannot ensure that the future costs of warranty claims by customers will not be material, Aptiv believes its established reserves are adequate to cover potential warranty settlements.

Matters Related to Global Supply Chain Disruptions

Due to various factors, there are currently global supply chain disruptions, including a worldwide semiconductor supply shortage. The semiconductor supply shortage, due in part to increased demand across multiple industries, is impacting production in automotive and other industries. We anticipate these supply chain disruptions will persist ~~throughout much of the remainder of 2021.~~into 2022. We, along with most automotive component supply companies that use semiconductors, have been unable to fully meet the vehicle

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production demands of OEMs because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events in the southwestern United States, and other extraordinary events. Although we are working closely with suppliers and customers to minimize any potential adverse impacts of these events, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs. While no assurances can be made as to the ultimate

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outcome of these customer expectations or any other future claims, we do not currently believe a loss is probable, and accordingly, no reserve has been made as of ~~June~~September 30, 2021. We will continue to actively monitor all direct and indirect potential impacts of these supply chain disruptions, and will seek to aggressively mitigate and minimize their impact on our business.

Brazil Matters

Aptiv conducts business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Aptiv believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. As of ~~June~~September 30, 2021, the majority of claims asserted against Aptiv in Brazil relate to such litigation. The remaining claims in Brazil relate to commercial and labor litigation with private parties. As of ~~June~~September 30, 2021, claims totaling approximately ~~$110~~$100 million (using ~~June~~September 30, 2021 foreign currency rates) have been asserted against Aptiv in Brazil. As of ~~June~~September 30, 2021, the Company maintains accruals for these asserted claims of $20 million (using ~~June~~September 30, 2021 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Aptiv’s results of operations could be materially affected. The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be 0zero to ~~$90~~$80 million.

Environmental Matters

Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of ~~June~~September 30, 2021 and December 31, 2020, the undiscounted reserve for environmental investigation and remediation recorded in other long-term liabilities was approximately $4 million and $4 million, respectively. Aptiv cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Aptiv’s results of operations could be materially affected. At ~~June~~September 30, 2021, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

11. INCOME TAXES

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The ongoing volatile global economic conditions resulting from the COVID-19 pandemic, the future direct and indirect impacts of which are difficult to predict, may cause fluctuations in our expected pre-tax income (or loss) for the year, which could create volatility in our annual expected effective income tax rate. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.

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The Company’s income tax expense (benefit) and effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
(dollars in millions)
Income tax expense (benefit) $ 28 $ (14) $ 76 $ (4)
Effective tax rate 11 % 4 % 12 % 0 %

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020

	(dollars in millions)
Income tax expense (benefit)	$	25		$	(2)		$	101		$	(6)
Effective tax rate	14		%	(1)		%	12		%	0		%

The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. Due to the COVID-19 pandemic, losses for which no tax benefit was recognized were higher in the ~~three and six~~nine months ended ~~June~~September 30, 2020 as compared to the same ~~periods~~period in the current year. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.

The Company’s effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2021 also includes net discrete tax ~~benefits~~expense of $3approximately $4 million and $4$0 million, respectively, primarily related to changes in ~~accruals for unremitted earnings,~~reserves and provision to return ~~adjustments, changes in reserves and the impact of a tax rate change.~~adjustments. The effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2020 includes net discrete tax benefits of $3$38 million and $6$44 million, respectively, primarily related to changes in reserves, ~~changes in accruals for unremitted earnings and~~ provision to return ~~adjustments.~~adjustments and the tax impact of certain intragroup reorganizations in the three months ended September 30, 2020 meant to streamline and simplify the Company’s operating and legal structure, which resulted in the recognition of losses for tax purposes. Also included as a discrete item in the effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2020 is the beneficial impact from the gain on the autonomous driving joint venture. The tax expense associated with the gain was insignificant as Aptiv’s aggregate autonomous driving assets were exempt from capital gains tax in the jurisdiction from which they were sold. The aggregate autonomous driving assets had been acquired, purchased or developed in taxable transactions in prior periods and reflect changes made to the corporate entity operating structure for intellectual property following the Separation of its former Powertrain Systems segment.

Aptiv PLC is an Irish resident taxpayer and not a domestic corporation for U.S. federal income tax purposes. As such, it is not subject to U.S. tax on remitted foreign earnings and, as a result of its capital structure, is also generally not subject to Irish tax on the repatriation of foreign earnings.

Cash paid or withheld for income taxes was ~~$93~~$134 million and ~~$54~~$97 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

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12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE

2020 Public Equity Offering

In June 2020, the Company completed the underwritten public offering of approximately 15.1 million ordinary shares at a price of $75.91 per share (the “Ordinary Share Offering”), resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million. Simultaneously, the Company completed the underwritten public offering of 11.5 million 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) with a liquidation preference of $100 per share (the “MCPS Offering”), resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million.

Each share of MCPS will mandatorily convert on the mandatory conversion date of June 15, 2023, into between 1.0754 and 1.3173 shares of the Company’s ordinary shares, subject to customary anti-dilution adjustments, and further adjustment if there are any accumulated and unpaid MCPS dividends at the conversion date. The number of the Company’s ordinary shares issuable upon conversion will be determined based on the volume-weighted average price per share of the Company’s ordinary shares over the 20 consecutive trading day period beginning on, and including the 21st scheduled trading day immediately before June 15, 2023. Subject to certain exceptions, at any time prior to June 15, 2023, holders of the MCPS may elect to convert each share into 1.0754 ordinary shares, subject to further anti-dilution adjustments. In the event of a fundamental change, the MCPS will convert at the fundamental change rates specified in the statement of rights, and the holders of the MCPS would be entitled to a fundamental change make-whole dividend.

Holders of the MCPS will be entitled to receive, when and if declared by the Company’s Board of Directors, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share (equivalent to $5.50 annually per share), payable in cash or, subject to certain limitations, by delivery of the Company’s ordinary shares or any combination of cash and the Company’s ordinary shares, at the Company’s election. If declared, dividends on the MCPS will be payable quarterly on March 15, June 15, September 15 and December 15 of each year (commencing on September 15, 2020 to, and including June 15, 2023), to the holders of record of the MCPS as they appear on the Company’s share register at the close of business on the immediately preceding March 1, June 1, September 1 or December 1, respectively.

Net Income ~~(Loss)~~ Per Share

Basic net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income ~~(loss)~~ per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of the conversion of the MCPS into ordinary shares is more dilutive than the MCPS dividends to net income ~~(loss)~~ per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. Unless otherwise noted, share

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and per share amounts included in these notes are on a diluted basis. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such 12.37 million and 12.37 million ordinary shares underlying the MCPS, respectively, were excluded from the diluted net income per share calculation. For the three months ended ~~June~~September 30, 2020, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such ~~3.14~~13.71 million ordinary shares underlying the MCPS were excluded from the diluted net ~~loss~~income per share calculation. For the ~~six~~nine months ended ~~June~~September 30, 2020, the calculation of net income per share includes the dilutive impacts of the MCPS under the if-converted method. For all periods presented, the calculation of net income ~~(loss)~~ per share also contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.

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Weighted Average Shares

The following table illustrates net income ~~(loss)~~ per share attributable to ordinary shareholders and the weighted average shares outstanding used in calculating basic and diluted income ~~(loss)~~ per share:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions, except per share data)									(in millions, except per share data)
Numerator, basic:	Numerator, basic:									Numerator, basic:

Net income (loss) attributable to ordinary shareholders		$	147	$	(369)	$	426	$	1,203
Net income attributable to ordinary shareholders										Net income attributable to ordinary shareholders	$	86	$	283	$	512	$	1,486
Numerator, diluted:	Numerator, diluted:									Numerator, diluted:
Net income (loss) attributable to Aptiv		$	163	$	(366)	$	458	$	1,206
Net income attributable to Aptiv										Net income attributable to Aptiv	$	101	$	299	$	559	$	1,505
MCPS dividends (1)	MCPS dividends (1)	(16)		(3)		(32)		0		MCPS dividends (1)	(15)		(16)		(47)		—
Numerator, diluted	Numerator, diluted	$	147	$	(369)	$	426	$	1,206	Numerator, diluted	$	86	$	283	$	512	$	1,505
Denominator:	Denominator:									Denominator:
Weighted average ordinary shares outstanding, basic	Weighted average ordinary shares outstanding, basic	270.49		258.03		270.40		256.77		Weighted average ordinary shares outstanding, basic	270.51		270.03		270.44		261.22
Dilutive shares related to restricted stock units (“RSUs”)	Dilutive shares related to restricted stock units (“RSUs”)	0.57		0.18		0.70		0.25		Dilutive shares related to restricted stock units (“RSUs”)	0.69		0.35		0.70		0.28
Weighted average MCPS Converted Shares (1)	Weighted average MCPS Converted Shares (1)	0		0		0		1.57		Weighted average MCPS Converted Shares (1)	—		—		—		5.64
Weighted average ordinary shares outstanding, including dilutive shares	Weighted average ordinary shares outstanding, including dilutive shares	271.06		258.21		271.10		258.59		Weighted average ordinary shares outstanding, including dilutive shares	271.20		270.38		271.14		267.14

Net income (loss) per share attributable to ordinary shareholders:
Net income per share attributable to ordinary shareholders:										Net income per share attributable to ordinary shareholders:

Basic	Basic	$	0.54	$	(1.43)	$	1.58	$	4.69	Basic	$	0.32	$	1.05	$	1.89	$	5.69

Diluted	Diluted	$	0.54	$	(1.43)	$	1.57	$	4.66	Diluted	$	0.32	$	1.05	$	1.89	$	5.63

(1)For purposes of calculating net income ~~(loss)~~ per share under the if-converted method, the Company has included the impact of the MCPS dividends for the three and ~~six~~nine months ended ~~June~~September 30, 2021, as well as for the three months ended ~~June~~September 30, 2020 as the impact was more dilutive to net income ~~(loss)~~ per share than the impact of assuming the conversion of the MCPS into ordinary shares on a weighted average basis. The Company has excluded the impact of the MCPS dividends for the ~~six~~nine months ended ~~June~~September 30, 2020, as the assumed conversion of the MCPS into ordinary shares on a weighted average basis was more dilutive than the impact of the MCPS dividends.

Share Repurchase Programs

In April 2016, the Board of Directors authorized a share repurchase program of up to $1.5 billion of ordinary shares, which commenced in September 2016. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company.

There were no shares repurchased during the three and ~~six~~nine months ended ~~June~~September 30, 2021 ~~as well as~~and for the three months ended ~~June~~September 30, 2020. A summary of the ordinary shares repurchased during the ~~six~~nine months ended ~~June~~September 30, 2020 is as follows:




Total number of shares repurchased	1,059,075
Average price paid per share	$	53.73
Total (in millions)	$	57

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As of ~~June~~September 30, 2021, approximately $13 million of share repurchases remained available under the April 2016 share repurchase program, which is in addition to the share repurchase program of up to $2.0 billion that was previously announced in January 2019. This program, which will commence following the completion of the April 2016 share repurchase program, provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

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Dividends

The Company has declared and paid cash dividends per ordinary and preferred share during the periods presented as follows:


		Ordinary Shares				Preferred Shares					Ordinary Shares				Preferred Shares
		Dividend		Amount		Dividend		Amount			Dividend		Amount		Dividend		Amount
		Per Share		(in millions)		Per Share		(in millions)			Per Share		(in millions)		Per Share		(in millions)
2021:	2021:									2021:

Third quarter										Third quarter	$	—	$	—	$	1.375	$	15
Second quarter	Second quarter	$	0	$	0	$	1.38	$	16	Second quarter	—		—		1.375		16
First quarter	First quarter	0		0		1.38		16		First quarter	—		—		1.375		16
Total	Total	$	0	$	0	$	2.76	$	32	Total	$	—	$	—	$	4.125	$	47
2020:	2020:									2020:
Fourth quarter	Fourth quarter	$	0	$	0	$	1.38	$	16	Fourth quarter	$	—	$	—	$	1.375	$	16
Third quarter	Third quarter	0		0		1.42		16		Third quarter	—		—		1.421		16
Second quarter	Second quarter	0		0		0		0		Second quarter	—		—		—		—
First quarter	First quarter	0.22		56		0		0		First quarter	0.22		56		—		—
Total	Total	$	0.22	$	56	$	2.80	$	32	Total	$	0.22	$	56	$	2.796	$	32

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13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 are shown below:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions)									(in millions)
Foreign currency translation adjustments:	Foreign currency translation adjustments:									Foreign currency translation adjustments:
Balance at beginning of period	Balance at beginning of period	$	(536)	$	(723)	$	(445)	$	(597)	Balance at beginning of period	$	(494)	$	(705)	$	(445)	$	(597)
Aggregate adjustment for the period (1)	Aggregate adjustment for the period (1)	42		18		(49)		(108)		Aggregate adjustment for the period (1)	(77)		90		(126)		(18)
Balance at end of period	Balance at end of period	(494)		(705)		(494)		(705)		Balance at end of period	(571)		(615)		(571)		(615)

Gains (losses) on derivatives:	Gains (losses) on derivatives:									Gains (losses) on derivatives:
Balance at beginning of period	Balance at beginning of period	33		(140)		40		13		Balance at beginning of period	38		(64)		40		13
Other comprehensive income (loss) before reclassifications (nil net tax effect for all periods presented)	Other comprehensive income (loss) before reclassifications (nil net tax effect for all periods presented)	25		54		37		(95)		Other comprehensive income (loss) before reclassifications (nil net tax effect for all periods presented)	(44)		33		(7)		(62)
Reclassification to income (nil net tax effect for all periods presented)	Reclassification to income (nil net tax effect for all periods presented)	(20)		22		(39)		18		Reclassification to income (nil net tax effect for all periods presented)	(18)		4		(57)		22

Balance at end of period	Balance at end of period	38		(64)		38		(64)		Balance at end of period	(24)		(27)		(24)		(27)

Pension and postretirement plans:	Pension and postretirement plans:									Pension and postretirement plans:
Balance at beginning of period	Balance at beginning of period	(133)		(128)		(140)		(135)		Balance at beginning of period	(110)		(125)		(140)		(135)
Other comprehensive income before reclassifications (net tax expense (benefit) of $1, $0, ($1) and ($1))		15		0		18		4
Reclassification to income (net tax benefit of $1, $1, $2 and $2)		8		3		12		6
Other comprehensive income before reclassifications (net tax (benefit) expense of ($2), $2, ($3) and $1)										Other comprehensive income before reclassifications (net tax (benefit) expense of ($2), $2, ($3) and $1)	3		(5)		21		(1)
Reclassification to income (net tax benefit of $1, $1, $3 and $3)										Reclassification to income (net tax benefit of $1, $1, $3 and $3)	3		4		15		10

Balance at end of period	Balance at end of period	(110)		(125)		(110)		(125)		Balance at end of period	(104)		(126)		(104)		(126)

Accumulated other comprehensive loss, end of period	Accumulated other comprehensive loss, end of period	$	(566)	$	(894)	$	(566)	$	(894)	Accumulated other comprehensive loss, end of period	$	(699)	$	(768)	$	(699)	$	(768)

(1)Includes ~~losses~~gains of ~~$19~~$30 million and ~~gains $44~~$74 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and losses of $8$54 million and $2$56 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.

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Reclassifications from accumulated other comprehensive income (loss) to income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were as follows:


Reclassification Out of Accumulated Other Comprehensive Income (Loss)	Reclassification Out of Accumulated Other Comprehensive Income (Loss)										Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income Components	Details About Accumulated Other Comprehensive Income Components	Three Months Ended June 30,				Six Months Ended June 30,				Affected Line Item in the Statements of Operations	Details About Accumulated Other Comprehensive Income Components	Three Months Ended September 30,				Nine Months Ended September 30,				Affected Line Item in the Statements of Operations
		2021		2020		2021		2020				2021		2020		2021		2020

		(in millions)										(in millions)

Gains (losses) on derivatives:	Gains (losses) on derivatives:										Gains (losses) on derivatives:
Commodity derivatives	Commodity derivatives	$	20	$	(8)	$	39	$	(11)	Cost of sales	Commodity derivatives	$	15	$	—	$	54	$	(11)	Cost of sales
Foreign currency derivatives	Foreign currency derivatives	0		(14)		0		(7)		Cost of sales	Foreign currency derivatives	3		(4)		3		(11)		Cost of sales

		20		(22)		39		(18)		Income (loss) before income taxes		18		(4)		57		(22)		Income before income taxes
		0		0		0		0		Income tax (expense) benefit		—		—		—		—		Income tax (expense) benefit
		20		(22)		39		(18)		Net income (loss)		18		(4)		57		(22)		Net income
		0		0		0		0		Net income attributable to noncontrolling interest		—		—		—		—		Net income attributable to noncontrolling interest
		$	20	$	(22)	$	39	$	(18)	Net income (loss) attributable to Aptiv		$	18	$	(4)	$	57	$	(22)	Net income attributable to Aptiv

Pension and postretirement plans:	Pension and postretirement plans:										Pension and postretirement plans:

Actuarial losses	Actuarial losses	$	(4)	$	(4)	$	(9)	$	(8)	Other (expense) income, net (1)	Actuarial losses	$	(4)	$	(5)	$	(13)	$	(13)	Other income (expense), net (1)
Curtailment loss	Curtailment loss	(5)		0		(5)		0		Other (expense) income, net (1)	Curtailment loss	—		—		(5)		—		Other income (expense), net (1)
		(9)		(4)		(14)		(8)		Income (loss) before income taxes		(4)		(5)		(18)		(13)		Income before income taxes
		1		1		2		2		Income tax (expense) benefit		1		1		3		3		Income tax (expense) benefit
		(8)		(3)		(12)		(6)		Net income (loss)		(3)		(4)		(15)		(10)		Net income
		0		0		0		0		Net income attributable to noncontrolling interest		—		—		—		—		Net income attributable to noncontrolling interest
		$	(8)	$	(3)	$	(12)	$	(6)	Net income (loss) attributable to Aptiv		$	(3)	$	(4)	$	(15)	$	(10)	Net income attributable to Aptiv

Total reclassifications for the period	Total reclassifications for the period	$	12	$	(25)	$	27	$	(24)		Total reclassifications for the period	$	15	$	(8)	$	42	$	(32)

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 9. Pension Benefits for additional details).

14. DERIVATIVES AND HEDGING ACTIVITIES

Cash Flow Hedges

Aptiv is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Aptiv aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Aptiv enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Aptiv assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.

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As of ~~June~~September 30, 2021, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:

Commodity

Quantity Hedged

Unit of Measure

Notional Amount
(Approximate USD Equivalent)

Commodity

Quantity Hedged

Unit of Measure

Notional Amount
(Approximate USD Equivalent)

(in thousands)

(in millions)

(in thousands)

(in millions)

Copper

74,033

pounds

325

Copper

77,212

pounds

325

Foreign Currency

Quantity Hedged

Unit of Measure

Notional Amount
(Approximate USD Equivalent)

Foreign Currency

Quantity Hedged

Unit of Measure

Notional Amount
(Approximate USD Equivalent)

(in millions)

Mexican Peso

14,868

MXN

750

Mexican Peso

13,146

MXN

645

Chinese Yuan Renminbi

2,458

RMB

380

Chinese Yuan Renminbi

2,527

RMB

390

Euro

187

EUR

225

Euro

147

EUR

170

Polish Zloty

542

PLN

145

Polish Zloty

525

PLN

130

Hungarian Forint

9,743

HUF

Hungarian Forint

12,842

HUF

As of ~~June~~September 30, 2021, Aptiv has entered into derivative instruments to hedge cash flows extending out to ~~June~~September 2023.

Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net gains on cash flow hedges included in accumulated OCI as of ~~June~~September 30, 2021 were ~~$68~~$9 million (approximately ~~$68~~$9 million, net of tax). Of this total, approximately ~~$58~~$18 million of gains are expected to be included in cost of sales within the next 12 months and approximately ~~$10~~$9 million of ~~gains~~losses are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Aptiv determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.

Net Investment Hedges

The Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including foreign currency forward contracts and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries. The gains or losses on instruments designated as net investment hedges are recognized within OCI to offset changes in the value of the net investment in these foreign currency-denominated operations. Gains and losses reported in accumulated OCI are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. Cash flows from derivatives designated as net investment hedges are classified as investing activities within the consolidated statements of cash flows.

The Company has entered into a series of forward contracts, each of which were designated as net investment hedges of the foreign currency exposure of the Company’s investments in certain Chinese Yuan Renminbi (“RMB”)-denominated subsidiaries. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, the Company paid $9$11 million and received $1 million, respectively, at settlement related to this series of forward contracts which matured during the period. In ~~June~~September 2021, the Company entered into forward contracts with a total notional amount of ~~2.6~~2.0 billion RMB (approximately ~~$410~~$310 million, using ~~June~~September 30, 2021 foreign currency rates), which ~~matures~~mature in ~~September~~December 2021. Refer to the tables below for details of the fair value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of operations and consolidated statements of comprehensive income related to these derivative instruments.

The Company has designated the €700 million 2015 Euro-denominated Senior Notes and the €500 million 2016 Euro-denominated Senior Notes, as more fully described in Note 8. Debt, as net investment hedges of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to changes in the value of the Euro-denominated debt instruments designated as net investment hedges, during the three and ~~six~~nine months ended ~~June~~September 30, 2021, ~~$19~~$30 million ~~of losses~~ and ~~$44~~$74 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. During the three and ~~six~~nine months ended ~~June~~September 30, 2020, $8$54 million and $2$56 million of losses, respectively, were recognized within the cumulative translation adjustment component of OCI.

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Included in accumulated OCI related to these net investment hedges were cumulative losses of ~~$109~~$79 million and $153 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

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Derivatives Not Designated as Hedges

In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other income (expense), net and cost of sales in the consolidated statements of operations.

Fair Value of Derivative Instruments in the Balance Sheet

The fair value of derivative financial instruments recorded in the consolidated balance sheets as of ~~June~~September 30, 2021 and December 31, 2020 are as follows:


		Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet			Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
		Balance Sheet Location	June 30, 2021		Balance Sheet Location	June 30, 2021		June 30, 2021			Balance Sheet Location	September 30, 2021		Balance Sheet Location	September 30, 2021		September 30, 2021

		(in millions)									(in millions)
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:									Derivatives designated as cash flow hedges:
Commodity derivatives	Commodity derivatives	Other current assets	$	40	Accrued liabilities	$	0			Commodity derivatives	Other current assets	$	21	Accrued liabilities	$	—
Foreign currency derivatives*	Foreign currency derivatives*	Other current assets	26		Other current assets	9		$	17	Foreign currency derivatives*	Other current assets	11		Other current assets	6		$	5
Foreign currency derivatives*	Foreign currency derivatives*	Accrued liabilities	3		Accrued liabilities	7		(4)		Foreign currency derivatives*	Accrued liabilities	3		Accrued liabilities	13		(10)
Commodity derivatives	Commodity derivatives	Other long-term assets	10		Other long-term liabilities	0				Commodity derivatives	Other long-term assets	—		Other long-term liabilities	2
Foreign currency derivatives*		Other long-term assets	4		Other long-term assets	1		3

Foreign currency derivatives*	Foreign currency derivatives*	Other long-term liabilities	2		Other long-term liabilities	4		(2)		Foreign currency derivatives*	Other long-term liabilities	—		Other long-term liabilities	7		(7)
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:									Derivatives designated as net investment hedges:
Foreign currency derivatives	Foreign currency derivatives	Other current assets	1		Accrued liabilities	0				Foreign currency derivatives	Other current assets	—		Accrued liabilities	1
Total derivatives designated as hedges	Total derivatives designated as hedges		$	86		$	21			Total derivatives designated as hedges		$	35		$	29

Derivatives not designated:	Derivatives not designated:									Derivatives not designated:
Commodity derivatives	Commodity derivatives	Other current assets	$	5	Accrued liabilities	$	0			Commodity derivatives	Other current assets	$	3	Accrued liabilities	$	—

Foreign currency derivatives*										Foreign currency derivatives*	Accrued liabilities	—		Accrued liabilities	2		(2)

Total derivatives not designated as hedges	Total derivatives not designated as hedges		$	5		$	0			Total derivatives not designated as hedges		$	3		$	2

2728

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		Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet			Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
		Balance Sheet Location	December 31, 2020		Balance Sheet Location	December 31, 2020		December 31, 2020			Balance Sheet Location	December 31, 2020		Balance Sheet Location	December 31, 2020		December 31, 2020

		(in millions)									(in millions)
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:									Derivatives designated as cash flow hedges:
Commodity derivatives	Commodity derivatives	Other current assets	$	26	Accrued liabilities	$	0			Commodity derivatives	Other current assets	$	26	Accrued liabilities	$	—
Foreign currency derivatives*	Foreign currency derivatives*	Other current assets	24		Other current assets	5		$	19	Foreign currency derivatives*	Other current assets	24		Other current assets	5		$	19
Foreign currency derivatives*	Foreign currency derivatives*	Accrued liabilities	7		Accrued liabilities	13		(6)		Foreign currency derivatives*	Accrued liabilities	7		Accrued liabilities	13		(6)
Commodity derivatives	Commodity derivatives	Other long-term assets	9		Other long-term liabilities	0				Commodity derivatives	Other long-term assets	9		Other long-term liabilities	—
Foreign currency derivatives*	Foreign currency derivatives*	Other long-term assets	17		Other long-term assets	4		13		Foreign currency derivatives*	Other long-term assets	17		Other long-term assets	4		13
Foreign currency derivatives*	Foreign currency derivatives*	Other long-term liabilities	0		Other long-term liabilities	1		(1)		Foreign currency derivatives*	Other long-term liabilities	—		Other long-term liabilities	1		(1)
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:									Derivatives designated as net investment hedges:
Foreign currency derivatives	Foreign currency derivatives	Other current assets	0		Accrued liabilities	2				Foreign currency derivatives	Other current assets	—		Accrued liabilities	2
Total derivatives designated as hedges	Total derivatives designated as hedges		$	83		$	25			Total derivatives designated as hedges		$	83		$	25

Derivatives not designated:	Derivatives not designated:									Derivatives not designated:

Foreign currency derivatives*	Foreign currency derivatives*	Other current assets	$	3	Other current assets	$	0	3		Foreign currency derivatives*	Other current assets	$	3	Other current assets	$	—	3

Total derivatives not designated as hedges	Total derivatives not designated as hedges		$	3		$	0			Total derivatives not designated as hedges		$	3		$	—

* Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.

The fair value of Aptiv’s derivative financial instruments was in a net asset position as of ~~June~~September 30, 2021 and December 31, 2020.

Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income

The pre-tax effect of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is as follows:


Three Months Ended June 30, 2021		Gain (Loss) Recognized in OCI		Gain Reclassified from OCI into Income
Three Months Ended September 30, 2021						Three Months Ended September 30, 2021	Loss Recognized in OCI		Gain Reclassified from OCI into Income

		(in millions)					(in millions)
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:					Derivatives designated as cash flow hedges:
Commodity derivatives	Commodity derivatives	$	17	$	20	Commodity derivatives	$	(16)	$	15
Foreign currency derivatives	Foreign currency derivatives	16		0		Foreign currency derivatives	(24)		3
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:					Derivatives designated as net investment hedges:
Foreign currency derivatives	Foreign currency derivatives	(8)		0		Foreign currency derivatives	(4)		—
Total	Total	$	25	$	20	Total	$	(44)	$	18


	Loss Recognized in Income

	(in millions)
Derivatives not designated:

Foreign currency derivatives	$	(3)
Total	$	(3)

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Three Months Ended September 30, 2020	Gain Recognized in OCI		Loss Reclassified from OCI into Income

	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	18	$	—
Foreign currency derivatives	15		(4)


Total	$	33	$	(4)


	Gain Recognized in Income

	(in millions)
Derivatives not designated:

Foreign currency derivatives	$	0—
Total	$	0—

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Three Months Ended June 30, 2020 Gain Recognized in OCI Loss Reclassified from OCI into Income
(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives $ 28 $ (8)
Foreign currency derivatives 26 (14)
Derivatives designated as net investment hedges:
Foreign currency derivatives 0 0
Total $ 54 $ (22)


	~~Loss Recognized in Income~~

	~~(in millions)~~
~~Derivatives not designated:~~

~~Foreign currency derivatives~~	$	~~(2)~~
~~Total~~	$	~~(2)~~


Six Months Ended June 30, 2021		Gain (Loss) Recognized in OCI		Gain Reclassified from OCI into Income
Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2021	Gain (Loss) Recognized in OCI		Gain Reclassified from OCI into Income

		(in millions)					(in millions)
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:					Derivatives designated as cash flow hedges:
Commodity derivatives	Commodity derivatives	$	51	$	39	Commodity derivatives	$	35	$	54
Foreign currency derivatives	Foreign currency derivatives	(7)		0		Foreign currency derivatives	(31)		3
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:					Derivatives designated as net investment hedges:
Foreign currency derivatives	Foreign currency derivatives	(7)		0		Foreign currency derivatives	(11)		—
Total	Total	$	37	$	39	Total	$	(7)	$	57


	Gain (Loss) Recognized in Income

	(in millions)
Derivatives not designated:
Commodity derivatives	$	1
Foreign currency derivatives	~~(2)~~(5)
Total	$	~~(1)~~(4)


Six Months Ended June 30, 2020		(Loss) Gain Recognized in OCI		Loss Reclassified from OCI into Income
Nine Months Ended September 30, 2020						Nine Months Ended September 30, 2020	Gain (Loss) Recognized in OCI		Loss Reclassified from OCI into Income

		(in millions)					(in millions)
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:					Derivatives designated as cash flow hedges:
Commodity derivatives	Commodity derivatives	$	(11)	$	(11)	Commodity derivatives	$	7	$	(11)
Foreign currency derivatives	Foreign currency derivatives	(85)		(7)		Foreign currency derivatives	(70)		(11)
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:					Derivatives designated as net investment hedges:
Foreign currency derivatives	Foreign currency derivatives	1		0		Foreign currency derivatives	1		—
Total	Total	$	(95)	$	(18)	Total	$	(62)	$	(22)

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	Loss Recognized in Income

	(in millions)
Derivatives not designated:

Foreign currency derivatives	$	(4)
Total	$	(4)

~~Table of Contents~~

The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other income (expense), net in the consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements on a Recurring Basis

Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterparties with long-term investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Aptiv also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Aptiv is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.

In certain instances where market data is not available, Aptiv uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Aptiv generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.

As of ~~June~~September 30, 2021 and December 31, 2020, Aptiv was in a net derivative asset position of ~~$70~~$7 million and $61 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.

Contingent consideration—The liability for contingent consideration is estimated as of the date of the acquisition and is recorded as part of the purchase price, and is subsequently re-measured to fair value at each reporting date, based on a probability-weighted analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. The measurement of the liability for contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASC Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings or milestone achievements of the acquired businesses and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the actual or forecasted inputs utilized or in the discount rates used to determine the present value of contingent future cash flows. The Company regularly reviews these assumptions and makes adjustments to the fair value measurements as required by facts and circumstances. As of ~~June~~September 30, 2021, the Company has determined that all earn-out provisions have been achieved under existing agreements.

As of ~~June~~September 30, 2021 and December 31, 2020, the liability for contingent consideration classified within other current liabilities was $52 million and $52 million, respectively, representing the maximum required amounts to be paid under existing agreements. Adjustments to this liability for interest accretion are recognized in interest expense, and any other changes in the fair value of this liability are recognized within other income (expense), net in the consolidated statements of operations.

There were no changes in the contingent consideration liability classified as a Level 3 measurement during the ~~six~~nine months ended ~~June~~September 30, 2021.

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In accordance with existing agreements, the Company was required to deposit $52 million related to the contingent consideration liability into an escrow account (of which $16 million was deposited in the second quarter of 2019, $16 million was deposited in the first quarter of 2020 and $20 million was deposited in the first quarter of 2021). Accordingly, this amount is classified as restricted cash in the consolidated balance sheets. All amounts are anticipated to be released from the escrow account in the fourth quarter of 2021.

Publicly traded equity securities—All publicly traded equity securities are reported at fair value as of each reporting date. The measurement of the asset is based on quoted prices for identical assets on active market exchanges. Gains and losses from changes in the fair value of these securities are recorded within other income (expense), net on the consolidated statement of operations.

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As of ~~June~~September 30, 2021 and December 31, 2020, Aptiv had the following assets measured at fair value on a recurring basis:


		Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3			Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3

		(in millions)									(in millions)
As of June 30, 2021:
As of September 30, 2021:										As of September 30, 2021:
Commodity derivatives	Commodity derivatives	$	55	$	0	$	55	$	0	Commodity derivatives	$	24	$	—	$	24	$	—
Foreign currency derivatives	Foreign currency derivatives	21		0		21		0		Foreign currency derivatives	5		—		5		—
Publicly traded equity securities	Publicly traded equity securities	49		49		0		0		Publicly traded equity securities	83		83		—		—

Total	Total	$	125	$	49	$	76	$	0	Total	$	112	$	83	$	29	$	—
As of December 31, 2020:	As of December 31, 2020:									As of December 31, 2020:
Commodity derivatives	Commodity derivatives	$	35	$	0	$	35	$	0	Commodity derivatives	$	35	$	—	$	35	$	—
Foreign currency derivatives	Foreign currency derivatives	35		0		35		0		Foreign currency derivatives	35		—		35		—

Total	Total	$	70	$	0	$	70	$	0	Total	$	70	$	—	$	70	$	—

As of ~~June~~September 30, 2021 and December 31, 2020, Aptiv had the following liabilities measured at fair value on a recurring basis:


		Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3			Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3

		(in millions)									(in millions)
As of June 30, 2021:

As of September 30, 2021:										As of September 30, 2021:
Commodity derivatives										Commodity derivatives	$	2	$	—	$	2	$	—
Foreign currency derivatives	Foreign currency derivatives	$	6	$	0	$	6	$	0	Foreign currency derivatives	20		—		20		—
Contingent consideration	Contingent consideration	52		0		0		52		Contingent consideration	52		—		—		52
Total	Total	$	58	$	0	$	6	$	52	Total	$	74	$	—	$	22	$	52
As of December 31, 2020:	As of December 31, 2020:									As of December 31, 2020:

Foreign currency derivatives	Foreign currency derivatives	$	9	$	0	$	9	$	0	Foreign currency derivatives	$	9	$	—	$	9	$	—
Contingent consideration	Contingent consideration	52		0		0		52		Contingent consideration	52		—		—		52
Total	Total	$	61	$	0	$	9	$	52	Total	$	61	$	—	$	9	$	52

Non-derivative financial instruments—Aptiv’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangement, finance leases and other debt issued by Aptiv’s non-U.S. subsidiaries, the Revolving Credit Facility, the Tranche A Term Loan and all series of outstanding senior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of ~~June~~September 30, 2021 and December 31, 2020, total debt was recorded at ~~$4,047~~$4,008 million and $4,101 million, respectively, and had estimated fair values of ~~$4,501~~$4,439 million and $4,490 million, respectively. For all other financial instruments recorded at ~~June~~September 30, 2021 and December 31, 2020, fair value approximates book value.

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Fair Value Measurements on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, Aptiv also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, equity investments without readily determinable fair values, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. Aptiv recorded no non-cash asset impairment charges during the three and ~~six~~nine months ended ~~June~~September 30, 2021. Aptiv recorded non-cash asset impairment charges totaling $4 million for the ~~three~~nine months ended ~~June~~September 30, 2020, within cost of sales related to declines in the fair values of certain fixed assets. Fair value of long-lived and intangible assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, Aptiv has determined that the fair value measurements of long-lived and intangible assets fall in Level 3 of the fair value hierarchy.

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16. OTHER INCOME, NET

Other income (expense), net included:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

		(in millions)									(in millions)
Interest income	Interest income	$	2	$	1	$	5	$	4	Interest income	$	3	$	2	$	8	$	6
Loss on modification of debt	Loss on modification of debt	(1)		(4)		(1)		(4)		Loss on modification of debt	—		—		(1)		(4)

Components of net periodic benefit cost other than service cost (Note 9)	Components of net periodic benefit cost other than service cost (Note 9)	(9)		(5)		(14)		(10)		Components of net periodic benefit cost other than service cost (Note 9)	(5)		(6)		(19)		(16)

Gain on change in fair value of publicly traded equity securities		9		0		9		0
(Loss) gain on change in fair value of publicly traded equity securities										(Loss) gain on change in fair value of publicly traded equity securities	(1)		—		8		—
Other, net	Other, net	(1)		2		2		3		Other, net	4		5		6		8
Other (expense) income, net		$	0	$	(6)	$	1	$	(7)
Other income (expense), net										Other income (expense), net	$	1	$	1	$	2	$	(6)

During the three and nine months ended ~~June~~September 30, 2021, annet unrealized ~~gain~~gains of $9$2 million ~~was~~and $7 million, respectively, were recognized for publicly traded equity securities still held as of ~~June~~September 30, 2021. Also, as further discussed in Note 8. Debt, during the ~~three~~nine months ended ~~June~~September 30, 2021, Aptiv recorded a loss on debt modification of $1 million in conjunction with the June 2021 amendment to the Credit Agreement.

As further discussed in Note 8. Debt, during the ~~three~~nine months ended ~~June~~September 30, 2020, Aptiv recorded a loss on debt modification of $4 million, in conjunction with the May 2020 amendment to the Credit Agreement.

17. ACQUISITIONS AND DIVESTITURES

Acquisition of Ulti-Mate Connector, Inc.

On April 30, 2021, Aptiv acquired certain assets of Ulti-Mate Connector, Inc. (“Ulti-Mate”), a manufacturer of miniature and micro-miniature connectors and cable assemblies, for total consideration of $45 million, net of cash acquired. The results of the operations of Ulti-Mate are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired Ulti-Mate utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the second quarter of 2021. The preliminary purchase price and related allocation to the acquired net assets of Ulti-Mate based on their estimated fair values is shown below (in millions):

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Assets acquired and liabilities assumed


Purchase price, cash consideration, net of cash acquired	$	45




Intangible assets	$	17
Other assets, net	5
Identifiable net assets acquired	22
Goodwill resulting from purchase	23
Total purchase price allocation	$	45

Intangible assets primarily include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful lives of approximately 9nine years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition, and an insignificant portion of the goodwill is expected to be deductible for tax purposes.

The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to property, plant and equipment and intangible assets, and certain tax attributes.

The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements were presented.

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Acquisition of Dynawave Inc.

On August 4, 2020, Aptiv acquired 100% of the equity interests of Dynawave Inc. (“Dynawave”), a specialized manufacturer of custom-engineered interconnect solutions for a wide range of industries, for total consideration of $22 million. The results of the operations of Dynawave are reported within the Signal and Power Solutions segment from the date of the acquisition. The Company acquired Dynawave utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the third quarter of 2020. The ~~preliminary~~purchase price and related allocation were finalized in the third quarter of 2021, and resulted in minor adjustments from the amounts previously disclosed. The final purchase price and related allocation to the acquired net assets of Dynawave based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed


Purchase price, cash consideration, net of cash acquired	$	22




Intangible assets	$	78
Other assets, net	54
Identifiable net assets acquired	12
Goodwill resulting from purchase	10
Total purchase price allocation	$	22

Intangible assets primarily include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful lives of approximately 9nine years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of Dynawave, and an insignificant portion of the goodwill is expected to be deductible for tax purposes.

The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements were presented.

Technology Investments

The Company has made technology investments in certain non-consolidated affiliates for ownership interests of less than 20%, as described in Note 2. Significant Accounting Policies. Certain of these investments do not have readily determinable fair values and are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for

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identical or similar investments of the same issuer. The Company also holds technology investments in publicly traded equity securities. These investments are measured at fair value based on quoted prices for identical assets on active market exchanges.

The following is a summary of technology investments, which are classified within other long-term assets in the consolidated balance sheets, as of ~~June~~September 30, 2021 and December 31, 2020:
Investment Name Segment June 30, 2021 December 31, 2020
(in millions)
Krono-Safe, SAS Advanced Safety and User Experience $ 6 $ 6
Affectiva, Inc. Advanced Safety and User Experience 0 15
Innoviz Technologies Advanced Safety and User Experience 0 25
LeddarTech, Inc. Advanced Safety and User Experience 10 10
Valens Semiconductor Ltd. Signal and Power Solutions 10 10
Otonomo Technologies Ltd. Advanced Safety and User Experience 37 37
Quanergy Systems, Inc Advanced Safety and User Experience 6 6
Publicly traded equity securities Advanced Safety and User Experience 49 0
Other investments Advanced Safety and User Experience 6 4
Total $ 124 $ 113

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Investment Name	Segment			September 30, 2021		December 31, 2020
				(in millions)
Equity investments without readily determinable fair values:
Krono-Safe, SAS	Advanced Safety and User Experience			$	6	$	6
Affectiva, Inc.	Advanced Safety and User Experience			—		15
Innoviz Technologies	Advanced Safety and User Experience			—		25
LeddarTech, Inc.	Advanced Safety and User Experience			10		10
Valens Semiconductor Ltd.	Signal and Power Solutions			—		10
Otonomo Technologies Ltd.	Advanced Safety and User Experience			—		37
Quanergy Systems, Inc	Advanced Safety and User Experience			6		6
Other investments	Various			6		4
Total equity investments without readily determinable fair values				28		113

Publicly traded equity securities:
Innoviz Technologies	Advanced Safety and User Experience			11		—
Smart Eye AB	Advanced Safety and User Experience			11		—
Otonomo Technologies Ltd.	Advanced Safety and User Experience			45		—
Valens Semiconductor Ltd.	Signal and Power Solutions			16		—
Total publicly traded equity securities				83		—

Total investments		$	111	$	113

In ~~April~~September 2021, ~~Innoviz Technologies~~Valens Semiconductor Ltd. (“~~Innoviz”~~Valens”) merged with a publicly traded Special Purpose Acquisition Company (“SPAC”) and shares of ~~Innoviz~~Valens began trading on the NYSE under the symbol VLN. As part of the SPAC merger, our preferred shares in Valens were converted into Valens ordinary shares.

In August 2021, Otonomo Technologies Ltd. (“Otonomo”) merged with a publicly traded SPAC and shares of Otonomo began trading on the Nasdaq Capital Market under the symbol ~~INVZ.~~OTMO. As part of the SPAC merger, our preferred shares in ~~Innoviz~~Otonomo were converted into ~~Innoviz~~Otonomo ordinary shares. Following this conversion, the fair value of the Innoviz investment is measured on a recurring basis, with changes in fair value recorded to other income (expense), net. As of June 30, 2021, Aptiv’s shares of Innoviz were valued at $34 million and are included within publicly traded equity securities in the table above.

In June 2021, Affectiva, Inc. (“Affectiva”) was acquired by Smart Eye AB (“Smart Eye”), which is publicly traded on the Nasdaq Stockholm AB stock exchange. As part of the acquisition, Aptiv received shares of Smart Eye in exchange for Aptiv’s Affectiva preferred shares.

In April 2021, Innoviz Technologies (“Innoviz”) merged with a publicly traded SPAC and shares of Innoviz began trading on the Nasdaq Capital Market under the symbol INVZ. As part of the SPAC merger, our preferred shares in Innoviz were converted into Innoviz ordinary shares.

Following each of the ~~acquisition,~~transactions described above, the fair value of ~~Aptiv’s Smart Eye~~each respective investment is measured on a recurring basis, with changes in fair value recorded to other income (expense), net. ~~As of June 30, 2021, Aptiv’s shares of Smart Eye were valued at $15 million and are included within publicly traded equity securities in the table above.~~

There were no ~~other~~ material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to our investments without readily determinable fair value. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.

Autonomous Driving Joint Venture

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contributed to the joint venture approximately $1.6 billion in cash, along with vehicle engineering services, research and development resources and access to intellectual property for a 50% ownership interest in the entity. As a result, subsequent to the closing of the transaction, the joint venture is expected to fund all of its future operating expenses and investments in autonomous driving technologies for the foreseeable future. Consequently, Aptiv is no longer required to fund these investments and expenses, which approximated $180 million for the year ended December 31, 2019 prior to the joint venture formation. Upon closing of the transaction, Aptiv deconsolidated the carrying value of the associated assets and liabilities contributed to the joint venture, previously classified as held for sale, and recognized an asset of approximately $2 billion within investments in affiliates in the consolidated balance sheet, based on the preliminary fair value of its investment in the newly formed joint venture. The Company recognized a pre-tax gain of approximately $1.4 billion in the consolidated statement of operations (approximately ~~$5.57~~$5.39 per diluted share during the ~~six~~nine months ended ~~June~~September 30, 2020), net of transaction costs of $22 million, based on the difference between the carrying value of its contribution to the joint venture and the preliminary fair value of its investment in the entity. The estimated fair value of Aptiv’s ownership interest in the joint venture was determined primarily based on third-party valuations and management estimates, generally utilizing income and market approaches. Determining the fair value of the joint venture and the underlying assets requires the use of management’s judgment and involves significant estimates and assumptions with respect to the timing and amount of future cash flows, market rate assumptions, projected growth rates and margins, and appropriate discount rates, among other items. The estimated fair value was determined on a preliminary basis using information available in the first quarter of 2020 and was finalized in the first quarter of 2021. The effects of this transaction would not materially impact the Company’s reported results for any period presented, and the transaction did not meet the criteria to be reflected as a discontinued operation.

In connection with the closing of the transaction, Aptiv and the entity entered into various agreements to facilitate an orderly transition and to provide a framework for their relationship going forward, which included a transition services agreement. The transition services primarily involve Aptiv providing certain administrative services to the joint venture for a period of up to 24 months after the closing date. These agreements are not material to Aptiv.

The Company’s investment in the joint venture is accounted for using the equity method of accounting and Aptiv recognized an equity loss of ~~$55~~$56 million and ~~$100~~$156 million, net of tax, during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and ~~$21~~$30 million and ~~$22~~$52 million, net of tax, during the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively. The pre-tax loss of Aptiv’s autonomous driving operations that were contributed to the joint venture on March 26, 2020, included within Aptiv’s consolidated operating results, was $41 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

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Motional Lease Agreement

Upon closing of the transaction, Aptiv agreed to sublease certain office space to Motional, which has a remaining lease term of approximately 8seven years as of ~~June~~September 30, 2021. Total income under the agreement was $2 million during the nine months ended September 30, 2021 and $1 million and $2 million during the three and ~~six~~nine months ended ~~June 30, 2021, respectively, and $1 million and $1 million during the three and six months ended June~~September 30, 2020, respectively. The sublease income and Aptiv’s associated operating lease cost are recorded to cost of sales in the consolidated statement of operations. The Company believes the terms of the lease agreement have not significantly been affected by the fact the Company and the lessee are related parties.

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18. SHARE-BASED COMPENSATION

Long-Term Incentive Plan

The Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”), allows for the grant of awards of up to 25,665,448 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under the PLC LTIP in order to align management compensation with Aptiv’s overall business strategy. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.

Board of Director Awards

Aptiv has granted RSUs to the Board of Directors as detailed in the table below:


Grant Date	RSUs granted	Grant Date Fair Value (1)		Vesting Date	Shares Issued Upon Vesting	Fair Value of Shares at Issuance		Shares Withheld to Cover Withholding Taxes
(dollars in millions)
April 2021	17,589	$	3	April 2022	N/A	N/A		N/A
April 2020	48,745	3		April 2021	41,896	$	6	6,849
April 2019	20,765	2		April 2020	23,816	1		2,041

(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.

Executive Awards

Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40% (25% prior to 2021) of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60% (75% prior to 2021) of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 150% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:


Metric	2020 - 2021 Grants	2017 - 2019 Grants
Average return on net assets (1)	33%	50%
Cumulative net income	33%	25%
Relative total shareholder return (2)	33%	25%

(1)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.

(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.

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The details of the executive grants were as follows:

Grant Date

RSUs Granted

Grant Date Fair Value

Time-Based Award Vesting Dates

Performance-Based Award Vesting Date

(in millions)

February 2017

0.80

Annually on anniversary of grant date, 2018 - 2020

December 31, 2019

February 2018

0.63

Annually on anniversary of grant date, 2019 - 2021

December 31, 2020

February 2019

0.71

Annually on anniversary of grant date, 2020 - 2022

December 31, 2021

February 2020

0.75

Annually on anniversary of grant date, 2021 - 2023

December 31, 2022

February 2021

0.44

Annually on anniversary of grant date, 2022 - 2024

December 31, 2023

The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards.

Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. The Company has also granted additional awards to employees in certain periods under the PLC LTIP. Any off cycle grants made for new hires or to other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of such grant.

The details of the shares issued upon vesting of the executive grants are as follows:


	Time-Based Awards				Performance-Based Awards
Vesting Date	Ordinary Shares Issued Upon Vesting	Fair Value of Shares at Issuance		Ordinary Shares Withheld to Cover Withholding Taxes	Ordinary Shares Issued Upon Vesting	Fair Value of Shares at Issuance		Ordinary Shares Withheld to Cover Withholding Taxes
		(in millions)				(in millions)

Q1 2021	449,426	$	67	177,825	288,074	$	43	121,609
Q1 2020	468,240	37		181,495	580,390	45		243,080

A summary of RSU activity, including award grants, vesting and forfeitures is provided below:


		RSUs	Weighted Average Grant Date Fair Value			RSUs	Weighted Average Grant Date Fair Value
		(in thousands)				(in thousands)
Nonvested, January 1, 2021	Nonvested, January 1, 2021	1,786	$	102.95	Nonvested, January 1, 2021	1,786	$	102.95
Granted	Granted	575	160.28		Granted	575	160.28
Vested	Vested	(497)	79.97		Vested	(497)	79.97
Forfeited	Forfeited	(89)	110.31		Forfeited	(176)	116.56
Nonvested, June 30, 2021		1,775	127.61
Nonvested, September 30, 2021					Nonvested, September 30, 2021	1,688	127.85

Aptiv recognized compensation expense of ~~$28~~$19 million ($28 million, net of tax) and $13 million ($13 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended June 30, 2021 and 2020, respectively. Aptiv recognized share-based compensation expense of $57 million ($5719 million, net of tax) and $12 million ($12 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the ~~six~~three months ended ~~June~~September 30, 2021 and 2020, respectively. Aptiv recognized share-based compensation expense of $76 million ($75 million, net of tax) and $24 million ($24 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the nine months ended September 30, 2021 and 2020, respectively. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of ~~June~~September 30, 2021, unrecognized compensation expense on a pre-tax basis of approximately ~~$168~~$126 million is anticipated to be recognized over a weighted average period of approximately 2two years. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, approximately $45 million and $33 million, respectively, of cash was paid and reflected as a financing activity in the statements of cash flows related to the tax withholding for vested RSUs.

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19. SEGMENT REPORTING

Aptiv operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:

•Signal and Power Solutions, which includes complete electrical architecture and component products.

•Advanced Safety and User Experience, which includes component and systems integration expertise in advanced safety, user experience and connectivity and security solutions, as well as advanced software development and autonomous driving technologies.

•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.

The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for which Aptiv’s chief operating decision maker regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments.

Generally, Aptiv evaluates segment performance based on stand-alone segment net income ~~(loss)~~ before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and other transactions and deferred compensation related to acquisitions (“Adjusted Operating ~~Income (Loss)”~~Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Aptiv’s management utilizes Adjusted Operating Income ~~(Loss)~~ as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of Aptiv’s operating segments. Segment Adjusted Operating Income ~~(Loss)~~ should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income ~~(loss)~~ attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income ~~(Loss)~~ that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, ~~(Loss),~~ as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.

Included below are sales and operating data for Aptiv’s segments for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.


		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total

		(in millions)						(in millions)
For the Three Months Ended June 30, 2021:
For the Three Months Ended September 30, 2021:											For the Three Months Ended September 30, 2021:
Net sales	Net sales	$	2,846	$	970	$	(9)		$	3,807	Net sales	$	2,705	$	959	$	(10)	$	3,654
Depreciation and amortization	Depreciation and amortization	$	153	$	44	$	0		$	197	Depreciation and amortization	$	149	$	44	$	—	$	193
Adjusted operating income	Adjusted operating income	$	277	$	24	$	0		$	301	Adjusted operating income	$	199	$	20	$	—	$	219
Operating income	Operating income	$	265	$	20	$	0		$	285	Operating income	$	200	$	15	$	—	$	215
Equity income (loss), net of tax	Equity income (loss), net of tax	$	2	$	(55)	$	0		$	(53)	Equity income (loss), net of tax	$	5	$	(56)	$	—	$	(51)
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest	$	3	$	0	$	0		$	3	Net income attributable to noncontrolling interest	$	3	$	—	$	—	$	3

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Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other (1) Total
(in millions)
For the Three Months Ended June 30, 2020:
Net sales $ 1,435 $ 530 $ (5) $ 1,960
Depreciation and amortization $ 143 $ 41 $ 0 $ 184
Adjusted operating loss $ (143) $ (86) $ 0 $ (229)
Operating loss $ (208) $ (103) $ 0 $ (311)
Equity income (loss), net of tax $ 3 $ (21) $ 0 $ (18)
Net income attributable to noncontrolling interest $ 1 $ 0 $ 0 $ 1
Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other (1) Total
(in millions)
For the Six Months Ended June 30, 2021:
Net sales $ 5,868 $ 1,981 $ (19) $ 7,830
Depreciation and amortization $ 302 $ 88 $ 0 $ 390
Adjusted operating income $ 648 $ 90 $ 0 $ 738
Operating income $ 637 $ 77 $ 0 $ 714
Equity income (loss), net of tax $ 5 $ (100) $ 0 $ (95)
Net income attributable to noncontrolling interest $ 8 $ 0 $ 0 $ 8


	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total

	(in millions)
For the Three Months Ended September 30, 2020:
Net sales	$	2,656	$	1,020	$	(8)	$	3,668
Depreciation and amortization	$	149	$	43	$	—	$	192
Adjusted operating income	$	322	$	67	$	—	$	389
Operating income	$	311	$	53	$	—	$	364
Equity income (loss), net of tax	$	6	$	(30)	$	—	$	(24)
Net income attributable to noncontrolling interest	$	6	$	—	$	—	$	6


	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total

	(in millions)
For the Nine Months Ended September 30, 2021:
Net sales	$	8,573	$	2,940	$	(29)	$	11,484
Depreciation and amortization	$	451	$	132	$	—	$	583
Adjusted operating income	$	847	$	110	$	—	$	957
Operating income	$	837	$	92	$	—	$	929
Equity income (loss), net of tax	$	10	$	(156)	$	—	$	(146)
Net income attributable to noncontrolling interest	$	11	$	—	$	—	$	11


		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total

		(in millions)						(in millions)
For the Six Months Ended June 30, 2020:
For the Nine Months Ended September 30, 2020:											For the Nine Months Ended September 30, 2020:
Net sales	Net sales	$	3,765	$	1,432	$	(11)		$	5,186	Net sales	$	6,421	$	2,452	$	(19)	$	8,854
Depreciation and amortization	Depreciation and amortization	$	282	$	82	$	0		$	364	Depreciation and amortization	$	431	$	125	$	—	$	556
Adjusted operating income (loss)	Adjusted operating income (loss)	$	82	$	(80)	$	0		$	2	Adjusted operating income (loss)	$	404	$	(13)	$	—	$	391
Operating (loss) income (2)		$	(9)	$	1,317	$	0		$	1,308
Operating income (2)											Operating income (2)	$	302	$	1,370	$	—	$	1,672
Equity income (loss), net of tax	Equity income (loss), net of tax	$	6	$	(22)	$	0		$	(16)	Equity income (loss), net of tax	$	12	$	(52)	$	—	$	(40)
Net loss attributable to noncontrolling interest		$	(4)	$	0	$	0		$	(4)
Net income attributable to noncontrolling interest											Net income attributable to noncontrolling interest	$	2	$	—	$	—	$	2

(1)Eliminations and Other includes the elimination of inter-segment transactions.

(2)Includes a pre-tax gain of $1.4 billion within Advanced Safety and User Experience for the completion of the Motional autonomous driving joint venture. Refer to Note 17. Acquisitions and Divestitures for additional information.

The reconciliation of Adjusted Operating Income ~~(Loss)~~ to operating income ~~(loss)~~ includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and other transactions and deferred compensation related to acquisitions. The reconciliations of Adjusted Operating Income ~~(Loss)~~ to net income ~~(loss)~~ attributable to Aptiv for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 are as follows:

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Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other Total
(in millions)
For the Three Months Ended June 30, 2021:
Adjusted operating income $ 277 $ 24 $ 0 $ 301
Restructuring (11) (3) 0 (14)
Other acquisition and portfolio project costs (1) (1) 0 (2)
Operating income $ 265 $ 20 $ 0 285
Interest expense (38)
Income before income taxes and equity loss 247
Income tax expense (28)
Equity loss, net of tax (53)
Net income 166
Net income attributable to noncontrolling interest 3
Net income attributable to Aptiv $ 163
Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other Total
(in millions)
For the Three Months Ended June 30, 2020:
Adjusted operating loss $ (143) $ (86) $ 0 $ (229)
Restructuring (60) (12) 0 (72)
Other acquisition and portfolio project costs (1) (1) 0 (2)
Asset impairments (4) 0 0 (4)
Deferred compensation related to acquisitions 0 (4) 0 (4)
Operating loss $ (208) $ (103) $ 0 (311)
Interest expense (44)
Other expense, net (6)
Loss before income taxes and equity loss (361)
Income tax benefit 14
Equity loss, net of tax (18)
Net loss (365)
Net income attributable to noncontrolling interest 1
Net loss attributable to Aptiv $ (366)


	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

	(in millions)
For the Three Months Ended September 30, 2021:
Adjusted operating income	$	199	$	20	$	—	$	219
Restructuring	4		(5)		—		(1)

Other acquisition and portfolio project costs	(3)		—		—		(3)



Operating income	$	200	$	15	$	—	215
Interest expense							(36)
Other income, net							1
Income before income taxes and equity loss							180
Income tax expense							(25)
Equity loss, net of tax							(51)


Net income							104
Net income attributable to noncontrolling interest							3
Net income attributable to Aptiv							$	101


	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

	(in millions)
For the Three Months Ended September 30, 2020:
Adjusted operating income	$	322	$	67	$	—	$	389
Restructuring	(9)		(9)		—		(18)

Other acquisition and portfolio project costs	(2)		(1)		—		(3)

Deferred compensation related to acquisitions	—		(4)		—		(4)

Operating income	$	311	$	53	$	—	364
Interest expense							(38)
Other income, net							1
Income before income taxes and equity loss							327
Income tax benefit							2
Equity loss, net of tax							(24)


Net income							305
Net income attributable to noncontrolling interest							6
Net income attributable to Aptiv							$	299

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		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)						(in millions)
For the Six Months Ended June 30, 2021:
For the Nine Months Ended September 30, 2021:											For the Nine Months Ended September 30, 2021:
Adjusted operating income	Adjusted operating income	$	648	$	90	$	0		$	738	Adjusted operating income	$	847	$	110	$	—	$	957
Restructuring	Restructuring	(9)		(11)		0			(20)		Restructuring	(5)		(16)		—		(21)

Other acquisition and portfolio project costs	Other acquisition and portfolio project costs	(2)		(2)		0			(4)		Other acquisition and portfolio project costs	(5)		(2)		—		(7)

Operating income	Operating income	$	637	$	77	$	0		714		Operating income	$	837	$	92	$	—	929
Interest expense	Interest expense								(78)		Interest expense							(114)
Other income, net	Other income, net								1		Other income, net							2
Income before income taxes and equity loss	Income before income taxes and equity loss								637		Income before income taxes and equity loss							817
Income tax expense	Income tax expense								(76)		Income tax expense							(101)
Equity loss, net of tax	Equity loss, net of tax								(95)		Equity loss, net of tax							(146)

Net income	Net income								466		Net income							570
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest								8		Net income attributable to noncontrolling interest							11
Net income attributable to Aptiv	Net income attributable to Aptiv								$	458	Net income attributable to Aptiv							$	559


		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)						(in millions)
For the Six Months Ended June 30, 2020:
For the Nine Months Ended September 30, 2020:											For the Nine Months Ended September 30, 2020:
Adjusted operating income (loss)	Adjusted operating income (loss)	$	82	$	(80)	$	0		$	2	Adjusted operating income (loss)	$	404	$	(13)	$	—	$	391
Restructuring	Restructuring	(79)		(21)		0			(100)		Restructuring	(88)		(30)		—		(118)

Other acquisition and portfolio project costs	Other acquisition and portfolio project costs	(8)		(8)		0			(16)		Other acquisition and portfolio project costs	(10)		(9)		—		(19)
Asset impairments	Asset impairments	(4)		0		0			(4)		Asset impairments	(4)		—		—		(4)
Deferred compensation related to acquisitions	Deferred compensation related to acquisitions	0		(8)		0			(8)		Deferred compensation related to acquisitions	—		(12)		—		(12)
Gain on business divestitures and other transactions	Gain on business divestitures and other transactions	0		1,434		0			1,434		Gain on business divestitures and other transactions	—		1,434		—		1,434
Operating (loss) income		$	(9)	$	1,317	$	0		1,308
Operating income											Operating income	$	302	$	1,370	$	—	1,672
Interest expense	Interest expense								(87)		Interest expense							(125)
Other expense, net	Other expense, net								(7)		Other expense, net							(6)
Income before income taxes and equity loss	Income before income taxes and equity loss								1,214		Income before income taxes and equity loss							1,541
Income tax benefit	Income tax benefit								4		Income tax benefit							6
Equity loss, net of tax	Equity loss, net of tax								(16)		Equity loss, net of tax							(40)

Net income	Net income								1,202		Net income							1,507
Net loss attributable to noncontrolling interest									(4)
Net income attributable to noncontrolling interest											Net income attributable to noncontrolling interest							2
Net income attributable to Aptiv	Net income attributable to Aptiv								$	1,206	Net income attributable to Aptiv							$	1,505

20. REVENUE

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Accordingly, revenue is measured based on consideration specified in a contract with a customer. Customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. From time to time, Aptiv enters into pricing agreements with its customers that provide for price reductions, some of which are conditional upon achieving certain joint cost savings targets. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment.

Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are

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collected by Aptiv from a customer are excluded from revenue. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.

Nature of Goods and Services

The principal activity from which the Company generates its revenue is the manufacturing of production parts for OEM customers. Aptiv recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation is satisfied when customers obtain control of the product upon title transfer and not as the product is manufactured or developed.

Although production parts are highly customized with no alternative use, Aptiv does not have an enforceable right to payment as customers have the right to cancel a product program without a notification period. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e. estimated rebates and price discounts), as applicable. Customers typically pay for production parts based on customary business practices with payment terms averaging 60 days.

Disaggregation of Revenue

Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market in the following tables for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. Information concerning geographic market reflects the manufacturing location.
For the Three Months Ended June 30, 2021: Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other Total
(in millions)
Geographic Market
North America $ 1,009 $ 283 $ (1) $ 1,291
Europe, Middle East and Africa 899 442 (3) 1,338
Asia Pacific 866 245 (5) 1,106
South America 72 0 0 72
Total net sales $ 2,846 $ 970 $ (9) $ 3,807
For the Three Months Ended June 30, 2020: Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other Total
(in millions)
Geographic Market
North America $ 401 $ 96 $ (1) $ 496
Europe, Middle East and Africa 367 212 (1) 578
Asia Pacific 648 222 (3) 867
South America 19 0 0 19
Total net sales $ 1,435 $ 530 $ (5) $ 1,960


For the Three Months Ended September 30, 2021:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

	(in millions)
Geographic Market

North America	$	973	$	295	$	(3)	$	1,265
Europe, Middle East and Africa	737		405		(2)		1,140
Asia Pacific	923		259		(5)		1,177
South America	72		—		—		72
Total net sales	$	2,705	$	959	$	(10)	$	3,654


For the Three Months Ended September 30, 2020:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

	(in millions)
Geographic Market

North America	$	1,036	$	281	$	(1)	$	1,316
Europe, Middle East and Africa	756		460		(3)		1,213
Asia Pacific	811		279		(4)		1,086
South America	53		—		—		53
Total net sales	$	2,656	$	1,020	$	(8)	$	3,668


For the Six Months Ended June 30, 2021:		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
For the Nine Months Ended September 30, 2021:										For the Nine Months Ended September 30, 2021:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)									(in millions)
Geographic Market	Geographic Market									Geographic Market

North America	North America	$	2,079	$	596	$	(3)	$	2,672	North America	$	3,052	$	891	$	(6)	$	3,937
Europe, Middle East and Africa	Europe, Middle East and Africa	1,892		893		(6)		2,779		Europe, Middle East and Africa	2,629		1,298		(8)		3,919
Asia Pacific	Asia Pacific	1,759		492		(10)		2,241		Asia Pacific	2,682		751		(15)		3,418
South America	South America	138		0		0		138		South America	210		—		—		210
Total net sales	Total net sales	$	5,868	$	1,981	$	(19)	$	7,830	Total net sales	$	8,573	$	2,940	$	(29)	$	11,484

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For the Six Months Ended June 30, 2020:		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
For the Nine Months Ended September 30, 2020:										For the Nine Months Ended September 30, 2020:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)									(in millions)
Geographic Market	Geographic Market									Geographic Market

North America	North America	$	1,406	$	388	$	(1)	$	1,793	North America	$	2,442	$	669	$	(2)	$	3,109
Europe, Middle East and Africa	Europe, Middle East and Africa	1,145		655		(4)		1,796		Europe, Middle East and Africa	1,901		1,115		(7)		3,009
Asia Pacific	Asia Pacific	1,140		389		(6)		1,523		Asia Pacific	1,951		668		(10)		2,609
South America	South America	74		0		0		74		South America	127		—		—		127
Total net sales	Total net sales	$	3,765	$	1,432	$	(11)	$	5,186	Total net sales	$	6,421	$	2,452	$	(19)	$	8,854

Contract Balances

Consistent with the recognition of production parts revenue at a point in time as title transfers to the customer, Aptiv has no contract assets or contract liabilities balances as of ~~June~~September 30, 2021 or December 31, 2020.

Outstanding Performance Obligations

As customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer for a production part, there are no contracts outstanding beyond one year. Aptiv does not enter into fixed long-term supply agreements.

As permitted, Aptiv does not disclose information about remaining performance obligations that have original expected durations of one year or less.

Costs to Obtain a Contract

From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of ~~June~~September 30, 2021 and December 31, 2020, Aptiv has recorded ~~$98~~$91 million (of which ~~$32~~$33 million was classified within other current assets and ~~$66~~$58 million was classified within other long-term assets) and $116 million (of which $30 million was classified within other current assets and $86 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.

Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three to five years. There have been no impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $8$5 million and $5$4 million for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~$14~~$19 million and $9$13 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market and resulting from the United Kingdom’s exit from the European Union, commonly referred to as “Brexit”; uncertainties posed by the novel coronavirus (COVID-19) pandemic and the difficulty in predicting its future course and its impact on the global economy and the Company’s future operations; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products, including the current semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations such as the United States-Mexico-Canada Agreement; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission, including those set forth in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 and within this Form 10-Q filing. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the three and ~~six~~nine months ended ~~June~~September 30, 2021. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in eight sections:

•Executive Overview

•Consolidated Results of Operations

•Results of Operations by Segment

•Liquidity and Capital Resources

•Off-Balance Sheet Arrangements

•Contingencies and Environmental Matters

•Recently Issued Accounting Pronouncements

•Critical Accounting Estimates

Within the MD&A, “Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC, a public limited company formed under the laws of Jersey on May 19, 2011 as Delphi Automotive PLC, which completed an initial public offering on November 22, 2011. On December 4, 2017, the Company completed the separation (the “Separation”) of its former Powertrain Systems segment by distributing to Aptiv shareholders on a pro rata basis all of the issued and outstanding ordinary shares of Delphi Technologies PLC, a public limited company formed to hold the spun-off business. Following the Separation, the remaining company changed its name to Aptiv PLC and New York Stock Exchange (“NYSE”) symbol to “APTV.” The completion of the Separation positioned Aptiv as a mobility architecture provider focused on solving the complex challenges associated with safer, greener and more connected transportation. At the core of our capabilities is the power, data, software and compute expertise that are enabling a more sustainable future of mobility.

Executive Overview

Our Business

We are a leading global technology and mobility architecture company primarily serving the automotive sector. We design and manufacture vehicle components and provide electrical, electronic and active safety technology solutions to the global automotive ~~market,~~and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality. We deliver end-to-end mobility solutions enabling our customers’ transition to more electrified, software-defined vehicles. Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles. Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment.

We are one of the largest vehicle component manufacturers and our customers include 23 of the 25 of the largest automotive original equipment manufacturers (“OEMs”) in the world.

Our total net sales during the three and ~~six~~nine months ended ~~June~~September 30, 2021 were ~~$3.8~~$3.7 billion and ~~$7.8~~$11.5 billion, respectively, a decrease of less than 1% and an increase of ~~94% and 51%~~30% compared to the same periods of ~~2020, respectively.~~2020. Our overall volumes decreased 4% for the three months ended September 30, 2021, reflecting global automotive production declines of 20% (23% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”) primarily due to the ongoing direct and indirect adverse impacts of the COVID-19 pandemic and worldwide semiconductor shortage on vehicle production schedules and sales volumes. Our overall volumes increased ~~87% and 46%~~25% for the ~~three and six~~nine months ended ~~June~~September 30, 2021, ~~respectively,~~ reflecting ~~higher~~increased global automotive production ~~levels~~of 10% (8% on an AWM basis) from the unusually low 2020 production rates and despite the ongoing direct and indirect adverse impacts of the COVID-19 pandemic and worldwide semiconductor shortage on vehicle production schedules and sales ~~volumes, impacting the automotive industry.~~volumes. Our total net sales for the ~~three and six~~nine months ended ~~June~~September 30, 2020 ~~was~~were adversely impacted by the governmental “lock-down” orders due to the COVID-19 pandemic for all non-essential activities, initially in China during the first quarter of 2020 and subsequently in Europe and North America.

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle, including during periods of reduced industry volumes. Accordingly, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional

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automotive markets and in order to increase investment in advanced technologies and engineering as conditions permit. As we operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure, as evidenced by our ongoing restructuring programs focused on the continued rotation of our manufacturing footprint to best cost locations and on reducing our global overhead costs, as described in Note 7. Restructuring to the consolidated financial statements contained herein. We believe our strong balance sheet coupled with our

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flexible cost structure will position us to capitalize on improvements in OEM production volumes as economic and pandemic conditions improve.

Trends, Uncertainties and Opportunities

COVID-19 pandemic. The global spread of COVID-19, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets throughout much of 2020 with various indirect adverse impacts continuing in 2021. During 2020, the adverse impacts of the COVID-19 pandemic included extended work stoppages in China during the first quarter of 2020, where we have a major manufacturing base, and the subsequent suspension of vehicle production by our OEM customers in North America and Europe, which combined accounted for approximately 70% of our annual net sales during the year ended December 31, 2020, as the pandemic spread to those regions and governmental authorities initiated “lock-down” orders for all non-essential activities. The work stoppages began to abate in China in March 2020, and North America and Europe OEM production restarted sporadically in the second quarter of 2020. During 2020, we took decisive actions to enhance our financial flexibility and minimize the impact on our business, such as the ramping down of certain production facilities in response to customer plant closures and changes in vehicle production schedules, imposing certain travel restrictions, suspending our ordinary share cash dividend and our ordinary share repurchase program, issuing $2.3 billion combined of preferred and ordinary shares, extending substantially all of our existing Credit Agreement’s maturity to August 2022 (which was further extended in its entirety to 2026 during the second quarter of 2021), and actively managing costs, capital spending and working capital to further strengthen our liquidity.

Despite our ongoing efforts to minimize the pandemic’s direct and indirect adverse impacts, we are unable to predict the ultimate impact to our business due to a number of evolving factors, including the duration and spread of the pandemic, the impact of the pandemic on economic activity and our supply chain, consumer demand and vehicle production schedules, and the actions of governmental authorities across the globe. We will continue to actively monitor all direct and indirect potential impacts of COVID-19, and will seek to aggressively mitigate and minimize their impact on our business.

Global supply chain disruptions. Due to various factors, there are currently global supply chain disruptions, including a worldwide semiconductor supply shortage. The semiconductor supply shortage, due in part to increased demand across multiple industries, is impacting production in automotive and other industries. We anticipate these supply chain disruptions will persist ~~throughout much of the remainder of 2021.~~into 2022. We, along with most automotive component supply companies that use semiconductors, have been unable to fully meet the vehicle production demands of OEMs because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events in the southwestern United States, and other extraordinary events. Although we are working closely with suppliers and customers to minimize any potential adverse impacts of these events, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs. While no assurances can be made as to the ultimate outcome of these customer expectations or any other future claims, we do not currently believe a loss is probable. We will continue to actively monitor all direct and indirect potential impacts of these supply chain disruptions, and will seek to aggressively mitigate and minimize their impact on our business.

In addition, we are carrying critical inventory items and key components, and we continue to procure productive, raw material and non-critical inventory components in order to satisfy our customers’ vehicle production schedules. However, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels as of September 30, 2021. We will continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital.

Commercializing the high-tech evolution of the automotive industry. The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions. In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience. We expect automated driving technologies will provide strong societal benefit as well as the opportunity for long-term growth for our product offerings in this space. We are focused on enabling and delivering end-to-end smart mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles, and accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.

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We are continuing to invest in the automated driving space, and have continued to develop market-leading automated driving platform solutions such as automated driving software, key active safety sensing technologies and our multi-domain controller, which fuses information from sensing systems as well as mapping and navigation data to make driving decisions. We believe we are well-aligned with industry technology trends that will result in sustainable future growth in this space, and have partnered with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.

In an effort to further our leadership position in the automated driving space, in March 2020 we completed the transaction with Hyundai Motor Group (“Hyundai”) to form a joint venture focused on the design, development and commercialization of autonomous driving technologies. The joint venture operates globally under the Motional brand name, and brings together one of the industry’s most innovative vehicle technology providers with one of the world’s largest OEMs. We expect this partnership to accelerate the path towards the development of production-ready autonomous driving systems for commercialization in the new mobility space.

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We believe that substantial strategic value will be created from our partnership with Hyundai through our commitment to a shared mission of making driverless vehicles a safe, reliable, and accessible reality. Furthermore, we anticipate Motional’s presence in both North America and Asia, along with the global presence of both Aptiv and Hyundai, to generate economies of scale to support the development of a complete autonomous driving platform, as well as to facilitate mobility infrastructure advancements.

The Motional joint venture began testing fully driverless systems in 2020 and anticipates it will have a production-ready autonomous driving platform available for robotaxi providers, fleet operators and automotive manufacturers to test at prototype scale in 2022, with higher volumes available for deployment in 2023. In addition, Motional is involved in collaborative arrangements with mobility providers and with smart cities such as Boston and Singapore as solutions are developed for the evolving nature of the mobility industry. As a result of our substantial investments and strategic partnerships, we believe we are well-aligned with industry technology trends that will result in sustainable future growth in these evolving areas.

However, there are many risks associated with these evolving areas, including the high development costs of active safety and autonomous driving technologies, the uncertain timing of customer and consumer adoption of these technologies, increased competition from entrants outside the traditional automotive industry and new and emerging regulations, such as the recently released federal guidance for automated driving systems published by the U.S. Department of Transportation. While we believe we are well-positioned in these markets, the high development cost of active safety and autonomous driving technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our partners.

Economic conditions. Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including global and regional economic conditions. Global automotive vehicle production decreased 16% (19% on an ~~Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”)~~AWM basis) from 2019 to 2020, representing automotive vehicle production declines across all major regions during 2020, primarily due to the adverse global economic impacts and uncertainty caused by the worldwide spread of the COVID-19 pandemic. Compared to 2019, vehicle production in 2020 decreased by 22% in Europe, 21% in North America, 3% in China and 31% in South America, our smallest region. Compared to 2020, vehicle production in the first ~~half~~nine months of 2021 increased by ~~29% (30%~~10% (8% on an AWM basis) ~~and~~. Despite these increases year to date from the unusually low 2020 production rates, global vehicle production is currently anticipated to ~~increase modestly~~be flat for the full year of 2021, reflecting ~~the continued recovery of the industry~~continuing adverse impacts from the ~~adverse~~COVID-19 pandemic and the worldwide semiconductor shortage on the global automotive supply chain. These impacts, ~~of the COVID-19 pandemic.~~which are expected to drive continued supply chain disruption costs and operating inefficiencies, could adversely impact our revenues, operating income and earnings.

Economic volatility or weakness in North America, Europe, China or South America could result in a significant reduction in automotive sales and production by our customers, which would have an adverse effect on our business, results of operations and financial condition. There is also potential that geopolitical factors could adversely impact the U.S. and other economies, and specifically the automotive sector. In particular, changes to international trade agreements such as the United States-Mexico-Canada Agreement, or other political pressures could affect the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions. Increases in interest rates could also negatively impact automotive production as a result of increased consumer borrowing costs or reduced credit availability. Additionally, economic weakness may result in shifts in the mix of future automotive sales (from vehicles with more content such as luxury vehicles, trucks and sport utility vehicles toward smaller passenger cars). While our diversified customer and geographic revenue base, along with our flexible cost structure, have well positioned us to withstand the impact of industry downturns and benefit from industry upturns, shifts in the mix of global automotive production to higher cost regions or to vehicles with less content could adversely impact our profitability.

Key growth markets. There have been periods of increased market volatility and moderation in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously

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experienced, as evidenced by the reduction in volumes in the region during the years ended December 31, 2020 and 2019. Despite these vehicle production declines, which in 2020 were primarily driven by the adverse impacts of the COVID-19 pandemic, and the moderation in the level of economic growth in China, rising income levels in China and other key growth markets are expected to result in stronger growth rates in these markets over the long-term. Our strong global presence, and presence in these markets, has positioned us to experience above-market growth rates over the long-term. We continue to expand our established presence in key growth markets, positioning us to benefit from the expected long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with the key growth market OEMs to continue expanding our worldwide leadership. We continue to build upon our extensive geographic reach to capitalize on fast-growing automotive markets. We believe that our presence in best cost countries positions us to realize incremental margin improvements as the global balance of automotive production shifts towards the key growth markets.

We have a strong local presence in China, including a major manufacturing base and well-established customer relationships. Each of our business segments have operations and sales in China. Our business in China remains sensitive to economic and market conditions that impact automotive sales volumes in China, and may be affected if the pace of growth

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slows as the Chinese market matures or if there are reductions in vehicle demand in China, as have recently been experienced as a result of the COVID-19 pandemic. However, we continue to believe this market will benefit from long-term demand for new vehicles and stringent governmental regulation driving increased vehicle content, including accelerated demand for electrified vehicles.

Market driven products. Our product offerings satisfy the OEMs’ needs to meet increasingly stringent government regulations and meet consumer preferences for products that address the mega-trends of Safe, Green and Connected, leading to increased content per vehicle, greater profitability and higher margins. With these offerings, we believe we are well-positioned to benefit from the growing demand for vehicle content and technology related to safety, electrification, high speed data, connectivity to the global information network and automated driving technologies. We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles. Our ability to design a reliable electrical architecture that optimizes power distribution and/or consumption is key to satisfying the OEMs’ needs to reduce emissions while continuing to meet consumer demand for increased vehicle content and technology.

Global capabilities. Many OEMs are continuing to adopt global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability. As a result, OEMs are selecting suppliers that have the capability to manufacture products on a worldwide basis, as well as the flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering and manufacturing capabilities are best positioned to benefit from this trend. Our global footprint enables us to serve the global OEMs on a worldwide basis as we gain market share with the emerging market OEMs. This regional model is structured primarily to service the North American market from Mexico, the South American market from Brazil, the European market from Eastern Europe and North Africa and the Asia Pacific market from China, and we have continued to rotate our manufacturing footprint to best cost locations within these regions.

Our global operations are subject to certain risks inherent in doing business abroad, including unexpected changes in laws or regulations governing trade, or other monetary or tax fiscal policy changes, including tariffs, quotas, customs and other import or export restrictions or trade barriers. We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business operations, trade or travel in response to a pandemic or widespread outbreak of an illness. For instance, the worldwide spread of the COVID-19 pandemic in 2020 has had various direct and indirect adverse impacts on our global operations, the automotive industry and economies around the world. Most notably, the pandemic resulted in extended work stoppages and travel restrictions at our facilities and those of our customers and suppliers, decreases in consumer demand and vehicle production schedules, disruptions to our supply chain and other adverse global economic impacts, particularly those resulting from temporary governmental “lock-down” orders for all non-essential activities, initially in the first quarter in China and subsequently in Europe, North America and South America. Although certain of the adverse impacts of the pandemic abated during the second half of 2020, other direct and indirect adverse impacts continue, such as the overall supply chain disruptions and the global semiconductor supply shortage. These impacts continue to negatively affect the global economy and automotive industry, and we anticipate they will persist ~~throughout much of the remainder of 2021.~~into 2022. As a result, we are unable to predict the ultimate impact to our business due to a number of evolving factors, including the duration and spread of the pandemic, the impact of the pandemic on economic activity, our supply chain, consumer demand and vehicle production schedules, and the actions of governmental authorities across the globe.

In addition, existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade

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restrictions, tariffs or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results. For instance, beginning in 2018, the U.S. and Chinese governments have imposed a series of significant incremental retaliatory tariffs to certain imported products. Most notably with respect to the automotive industry, the U.S. imposed tariffs on imports of certain steel, aluminum and automotive components, and China imposed retaliatory tariffs on imports of U.S. vehicles and certain automotive components. While these tariffs could have potentially adverse economic impacts, particularly with respect to the automotive industry and vehicle production levels, we do not anticipate a significant impact to our operations, as we have developed and implemented strategies to mitigate adverse tariff impacts, such as production localization and relocation, contract review and renegotiation and working with the appropriate governmental agencies. Further, our global footprint and regional model serves to minimize our exposure to cross-border transactions. However, despite recent trade negotiations between the U.S. and Chinese governments, the scope and duration of the imposed tariffs remain uncertain.

Product development. The automotive technology and components industry is highly competitive, both domestically and internationally, and is characterized by rapidly changing technology, evolving industry standards and changes in customer

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needs. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive. To compete effectively in the automotive technology and components industry, we must be able to develop and launch new products to meet our customers’ demands in a timely manner. Our innovative technologies and robust global engineering and development capabilities have us well positioned to meet the increasingly stringent vehicle manufacturer demands and consumer preferences for high-technology content in automobiles.

OEMs are increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs and weight. As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers. Suppliers that can provide fully-engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.

Engineering, design and development. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. We have a team of approximately 18,200 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 12 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States. We invest approximately $1.3 billion (which includes approximately $300 million co-investment by customers and government agencies) annually in research and development, including engineering, to maintain our portfolio of innovative products, and own/hold approximately 7,700 patents and protective rights. We also encourage “open innovation” and collaborate extensively with peers in the industry, government agencies and academic institutions. Our technology competencies are recognized by both customers and government agencies, who co-invest approximately $300 million annually in new product development, accelerating the pace of innovation and reducing the risk associated with successful commercialization of technological breakthroughs.

In the past, suppliers often incurred the initial cost of engineering, designing and developing automotive component parts, and recovered their investments over time by including a cost recovery component in the price of each part based on expected volumes. Recently, we and many other suppliers have negotiated for cost recovery payments independent of volumes. This trend reduces our economic risk.

Pricing. Cost-cutting initiatives adopted by our customers result in increased downward pressure on pricing. Our customer supply agreements generally require step-downs in component pricing over the periods of production and OEMs have historically possessed significant leverage over their outside suppliers because the automotive component supply industry is fragmented and serves a limited number of automotive OEMs. Our profitability depends in part on our ability to generate sufficient production cost savings in the future to offset price reductions.

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle. As a result, approximately ~~96%~~97% of our hourly workforce is located in best cost countries. Furthermore, we have substantial operational flexibility by leveraging a large workforce of temporary workers, which represented approximately 20% of the hourly workforce as of ~~June~~September 30, 2021. However, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets and in order to increase investment in advanced technologies and engineering, as evidenced by our ongoing restructuring programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and on reducing our global overhead costs. As we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure.

We have a strong balance sheet with gross debt of approximately $4.0 billion and substantial available liquidity of approximately ~~$5.5~~$5.3 billion of cash equivalents, ~~and~~ available financing under our Revolving Credit Facility ~~which we extended to June 2026 during the second quarter,~~ and committed

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European accounts receivable factoring facility as of ~~June~~September 30, 2021, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits (“OPEB”) liabilities. As further described in Note 12. Shareholders’ and Net Income Per Share to the audited consolidated financial statements included herein, we also issued $2.3 billion combined of preferred and ordinary shares during 2020. We intend to maintain strong financial discipline by targeting industry-leading earnings growth, cash flow generation and return on invested capital and to maintain sufficient liquidity to sustain our financial flexibility throughout the industry cycle.

OEM product recalls. The number of vehicles recalled globally by OEMs has increased above historical levels. These recalls can either be initiated by the OEMs or influenced by regulatory agencies. Although there are differing rules and regulations across countries governing recalls for safety issues, the overall transition towards global vehicle platforms may also contribute to increased recalls outside of the U.S., as automotive components are increasingly standardized across regions. Given the sensitivity to safety issues in the automotive industry, including increased focus from regulators and consumers, we anticipate the number of automotive recalls may remain above historical levels in the near future. Although we engage in

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extensive product quality programs and processes, it is possible that we may be adversely affected in the future if the pace of these recalls continues.

Efficient use of capital. The global vehicle components industry is generally capital intensive and a portion of a supplier’s capital equipment is frequently utilized for specific customer programs. Lead times for procurement of capital equipment are long and typically exceed start of production by one to two years. Substantial advantages exist for suppliers that can leverage their prior investments in capital equipment or amortize the investment over higher volume global customer programs.

Industry consolidation. Consolidation among worldwide OEMs and suppliers is expected to continue as these companies seek to achieve operating synergies and value stream efficiencies, acquire complementary technologies and build stronger customer relationships. For example, in January 2021, Fiat Chrysler Automobiles N.V. and PSA Peugeot Citroën executed a merger agreement to form a new, combined company, (Stellantis N.V.) which will represent the world’s fourth largest OEM. Additionally, new entrants from outside the traditional automotive industry may seek to gain access to certain vehicle component markets. We believe companies with strong balance sheets and financial discipline are in the best position to take advantage of the industry consolidation trend.

Consolidated Results of Operations

Aptiv typically experiences fluctuations in revenue due to changes in OEM production schedules, vehicle sales mix and the net of new and lost business (which we refer to collectively as volume), increased prices attributable to escalation clauses in our supply contracts for recovery of increased commodity costs (which we refer to as commodity pass-through), fluctuations in foreign currency exchange rates (which we refer to as “FX”), contractual reductions of the sales price to the OEM (which we refer to as contractual price reductions) and engineering changes. Changes in sales mix can have either favorable or unfavorable impacts on revenue. Such changes can be the result of shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer demand related to vehicle segment purchases and content penetration. For instance, a shift in sales demand favoring a particular OEM’s vehicle model for which we do not have a supply contract may negatively impact our revenue. A shift in regional sales demand toward certain markets could favorably impact the sales of those of our customers that have a large market share in those regions, which in turn would be expected to have a favorable impact on our revenue.

We typically experience (as described below) fluctuations in operating income due to:

•Volume, net of contractual price reductions—changes in volume offset by contractual price reductions (which typically range from 1% to 3% of net sales) and changes in mix;

•Operational performance—changes to costs for materials and commodities or manufacturing and engineering variances; and

•Other—including restructuring costs and any remaining variances not included in Volume, net of contractual price reductions or Operational performance.

The automotive technology and component supply industry is traditionally subject to inflationary pressures with respect to raw materials and labor which may place operational and profitability burdens on the entire supply chain. For instance, in 2021, the industry has been subjected to increased pricing pressures, specifically in relation to copper and petroleum-based resin products, which have increased significantly in price. Due to various factors, the industry is also facing increased operating and logistics challenges from certain global supply chain disruptions, including a worldwide semiconductor supply shortage. This shortage has resulted in increased pricing pressures on semiconductors as well. We will continue to work with our customers and suppliers to mitigate the impact of these inflationary and other pressures in the future. In addition, we expect semiconductor supply cost and commodity cost volatility to have a continual impact on future earnings and/or operating cash flows. As such, we continually seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate

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suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging.

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Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 versus Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020

The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were as follows:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2021			2020			Favorable/(unfavorable)		2021			2020			Favorable/(unfavorable)			2021			2020			Favorable/(unfavorable)		2021			2020			Favorable/(unfavorable)

		(dollars in millions)																	(dollars in millions)
Net sales	Net sales	$	3,807		$	1,960		$	1,847	$	7,830		$	5,186		$	2,644	Net sales	$	3,654		$	3,668		$	(14)	$	11,484		$	8,854		$	2,630
Cost of sales	Cost of sales	3,205			1,947			(1,258)		6,501			4,672			(1,829)		Cost of sales	3,138			3,021			(117)		9,639			7,693			(1,946)
Gross margin	Gross margin	602		15.8%	13		0.7%	589		1,329		17.0%	514		9.9%	815		Gross margin	516		14.1%	647		17.6%	(131)		1,845		16.1%	1,161		13.1%	684
Selling, general and administrative	Selling, general and administrative	266			217			(49)		521			469			(52)		Selling, general and administrative	263			229			(34)		784			698			(86)
Amortization	Amortization	37			35			(2)		74			71			(3)		Amortization	37			36			(1)		111			107			(4)
Restructuring	Restructuring	14			72			58		20			100			80		Restructuring	1			18			17		21			118			97
Gain on autonomous driving joint venture	Gain on autonomous driving joint venture	—			—			—		—			(1,434)			(1,434)		Gain on autonomous driving joint venture	—			—			—		—			(1,434)			(1,434)
Operating income (loss)		285			(311)			596		714			1,308			(594)
Operating income																		Operating income	215			364			(149)		929			1,672			(743)
Interest expense	Interest expense	(38)			(44)			6		(78)			(87)			9		Interest expense	(36)			(38)			2		(114)			(125)			11
Other (expense) income, net		—			(6)			6		1			(7)			8
Income (loss) before income taxes and equity loss		247			(361)			608		637			1,214			(577)
Other income (expense), net																		Other income (expense), net	1			1			—		2			(6)			8
Income before income taxes and equity loss																		Income before income taxes and equity loss	180			327			(147)		817			1,541			(724)
Income tax (expense) benefit	Income tax (expense) benefit	(28)			14			(42)		(76)			4			(80)		Income tax (expense) benefit	(25)			2			(27)		(101)			6			(107)
Income (loss) before equity loss		219			(347)			566		561			1,218			(657)
Income before equity loss																		Income before equity loss	155			329			(174)		716			1,547			(831)
Equity loss, net of tax	Equity loss, net of tax	(53)			(18)			(35)		(95)			(16)			(79)		Equity loss, net of tax	(51)			(24)			(27)		(146)			(40)			(106)

Net income (loss)		166			(365)			531		466			1,202			(736)
Net income (loss) attributable to noncontrolling interest		3			1			2		8			(4)			12
Net income (loss) attributable to Aptiv		163			(366)			529		458			1,206			(748)
Net income																		Net income	104			305			(201)		570			1,507			(937)
Net income attributable to noncontrolling interest																		Net income attributable to noncontrolling interest	3			6			(3)		11			2			9
Net income attributable to Aptiv																		Net income attributable to Aptiv	101			299			(198)		559			1,505			(946)
Mandatory convertible preferred share dividends	Mandatory convertible preferred share dividends	(16)			(3)			(13)		(32)			(3)			(29)		Mandatory convertible preferred share dividends	(15)			(16)			1		(47)			(19)			(28)
Net income (loss) attributable to ordinary shareholders		$	147		$	(369)		$	516	$	426		$	1,203		$	(777)
Net income attributable to ordinary shareholders																		Net income attributable to ordinary shareholders	$	86		$	283		$	(197)	$	512		$	1,486		$	(974)

Total Net Sales

Below is a summary of our total net sales for the three months ended ~~June~~September 30, 2021 versus ~~June~~September 30, 2020.
Three Months Ended June 30, Variance Due To:
2021 2020 Favorable/(unfavorable) Volume, net of contractual price reductions FX Commodity pass-through Other Total
(in millions) (in millions)
Total net sales $ 3,807 $ 1,960 $ 1,847 $ 1,669 $ 105 $ 73 $ — $ 1,847


	Three Months Ended September 30,						Variance Due To:
	2021		2020		Favorable/(unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total

	(in millions)						(in millions)
Total net sales	$	3,654	$	3,668	$	(14)	$	(185)	$	62	$	109	$	—	$	(14)

Total net sales for the three months ended ~~June~~September 30, 2021 ~~increased 94%~~decreased less than 1% compared to the three months ended ~~June~~September 30, 2020. ~~We experienced volume growth~~Our volumes decreased 4% for the period, reflecting lower global automotive production levels resulting from the ongoing direct and indirect adverse impacts of ~~87%~~the COVID-19 pandemic on vehicle production schedules and sales volumes, which include the current global supply chain disruptions impacting the automotive industry. Our total net sales also reflect favorable foreign currency impacts, primarily related to the Chinese Yuan Renminbi, and contractual price reductions.

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Below is a summary of our total net sales for the nine months ended September 30, 2021 versus 2020.


	Nine Months Ended September 30,						Variance Due To:
	2021		2020		Favorable/(unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total

	(in millions)						(in millions)
Total net sales	$	11,484	$	8,854	$	2,630	$	2,113	$	289	$	228	$	—	$	2,630

Total net sales for the nine months ended September 30, 2021 increased 30% compared to the nine months ended September 30, 2020. Our overall volumes increased 25% for the period, reflecting higher global automotive production levels despite the ongoing direct and indirect adverse impacts of the COVID-19 pandemic on vehicle production schedules and sales volumes, which include the current global supply chain disruptions impacting the automotive industry. Our total net sales for the ~~three~~nine months ended June 30, 2020 were adversely impacted by the governmental “lock-down” orders due to the COVID-19 pandemic for all non-essential activities in Europe and North America that remained in effect for the majority of the second quarter of 2020. Our total net sales also reflect favorable foreign currency impacts, primarily related to the Euro and Chinese Yuan Renminbi, and contractual price reductions.

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~~Below is a summary of our total net sales for the six months ended June 30, 2021 versus 2020.~~
Six Months Ended June 30, Variance Due To:
2021 2020 Favorable/(unfavorable) Volume, net of contractual price reductions FX Commodity pass-through Other Total
(in millions) (in millions)
Total net sales $ 7,830 $ 5,186 $ 2,644 $ 2,298 $ 227 $ 119 $ — $ 2,644

Total net sales for the six months ended June 30, 2021 increased 51% compared to the six months ended June 30, 2020. Our overall volumes increased 46% for the period, reflecting higher global automotive production levels despite the ongoing direct and indirect adverse impacts of the COVID-19 pandemic on vehicle production schedules and sales volumes, which include the current global supply chain disruptions impacting the automotive industry. Our total net sales for the six months ended JuneSeptember 30, 2020 were adversely impacted by the governmental “lock-down” orders due to the COVID-19 pandemic for all non-essential activities, initially in China during the first quarter of 2020 and subsequently in Europe and North America. Our total net sales also reflect favorable foreign currency impacts, primarily related to the Euro and Chinese Yuan Renminbi, and contractual price reductions.

Cost of Sales

Cost of sales is primarily comprised of material, labor, manufacturing overhead, freight, fluctuations in foreign currency exchange rates, product engineering, design and development expenses, depreciation and amortization, warranty costs and other operating expenses. Gross margin is revenue less cost of sales and gross margin percentage is gross margin as a percentage of net sales.

Cost of sales increased ~~$1,258~~$117 million for the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020, as summarized below. The Company’s material cost of sales was approximately 50% of net sales in both the three months ended ~~June~~September 30, 2021 and 2020.


		Three Months Ended June 30,								Variance Due To:											Three Months Ended September 30,								Variance Due To:
		2021			2020			Favorable/(unfavorable)		Volume (a)		FX		Operational performance		Other		Total			2021			2020			Favorable/(unfavorable)		Volume (a)		FX		Operational performance		Other		Total

		(dollars in millions)								(in millions)											(dollars in millions)								(in millions)
Cost of sales	Cost of sales	$	3,205		$	1,947		$	(1,258)	$	(1,070)	$	(105)	$	(4)	$	(79)	$	(1,258)	Cost of sales	$	3,138		$	3,021		$	(117)	$	91	$	(35)	$	(46)	$	(127)	$	(117)
Gross margin	Gross margin	$	602		$	13		$	589	$	599	$	—	$	(4)	$	(6)	$	589	Gross margin	$	516		$	647		$	(131)	$	(94)	$	27	$	(46)	$	(18)	$	(131)
Percentage of net sales	Percentage of net sales	15.8		%	0.7		%													Percentage of net sales	14.1		%	17.6		%

(a)Presented net of contractual price reductions for gross margin variance.

The increase in cost of sales reflects ~~increased volumes,~~ the impacts from currency exchange and operational ~~performance.~~performance, partially offset by decreased volumes. Our operational performance for the three months ended ~~June~~September 30, 2021 includes approximately ~~$70~~$60 million of increased costs for semiconductors and commodities, as well as approximately ~~$35~~$40 million of costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Coupled with $30 million of incremental costs detailed in the bullet below in Other, the total impacts resulting from the global supply chain disruptions were approximately ~~$65~~$70 million during the three months ended ~~June~~September 30, 2021. Cost of sales was also impacted by the following items in Other above:

•$73109 million of increased commodity pass-through costs; and

•Approximately $30 million of other costs, primarily for distributional logistics and other inefficiencies, resulting from the global supply chain disruptions, as per above; ~~and~~

•~~$13 million of increased depreciation and amortization, primarily as a result of a higher fixed asset base;~~ partially offset by

•$177 million of decreased warranty costs.

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Cost of sales increased ~~$1,829~~$1,946 million for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020, as summarized below. The Company’s material cost of sales was approximately 50% of net sales in both the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.


		Six Months Ended June 30,								Variance Due To:											Nine Months Ended September 30,								Variance Due To:
		2021			2020			Favorable/(unfavorable)		Volume (a)		FX		Operational performance		Other		Total			2021			2020			Favorable/(unfavorable)		Volume (a)		FX		Operational performance		Other		Total

		(dollars in millions)								(in millions)											(dollars in millions)								(in millions)
Cost of sales	Cost of sales	$	6,501		$	4,672		$	(1,829)	$	(1,476)	$	(214)	$	22	$	(161)	$	(1,829)	Cost of sales	$	9,639		$	7,693		$	(1,946)	$	(1,385)	$	(249)	$	(24)	$	(288)	$	(1,946)
Gross margin	Gross margin	$	1,329		$	514		$	815	$	822	$	13	$	22	$	(42)	$	815	Gross margin	$	1,845		$	1,161		$	684	$	728	$	40	$	(24)	$	(60)	$	684
Percentage of net sales	Percentage of net sales	17.0		%	9.9		%													Percentage of net sales	16.1		%	13.1		%

(a)Presented net of contractual price reductions for gross margin variance.

The increase in cost of sales reflects increased volumes, the impacts from currency exchange and operational performance. Our operational performance for the ~~six~~nine months ended ~~June~~September 30, 2021 includes approximately ~~$95~~$155 million of increased costs for semiconductors and commodities, as well as approximately ~~$55~~$95 million of costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Coupled with ~~$55~~$85 million of incremental costs detailed in the bullet below in Other, the total impacts resulting from the global supply chain disruptions were approximately ~~$110~~$180 million during the ~~six~~nine months ended ~~June~~September 30, 2021. Cost of sales was also impacted by the following items in Other above:

•$~~119~~228 million of increased commodity pass-through costs; ~~and~~

•Approximately ~~$55~~$85 million of other costs, primarily for distributional logistics and other inefficiencies, resulting from the global supply chain disruptions, as per above; and

•$2627 million of increased depreciation and amortization, primarily as a result of a higher fixed asset base; partially offset by

•Decreased expense of approximately $35 million, primarily due to decreased engineering expenses as a result of the formation of the Motional autonomous driving joint venture with Hyundai in March 2020, which is now accounted for under the equity method of accounting; and

•$1421 million of decreased warranty costs.

As certain of our costs remain fixed in nature over the short-term, our gross margin as a percentage of sales was adversely impacted during the three and six months ended June 30, 2020 compared to the current periods, primarily due to the COVID-19 pandemic.

Selling, General and Administrative Expense


		Three Months Ended June 30,									Three Months Ended September 30,
		2021			2020			Favorable/ (unfavorable)			2021			2020			Favorable/ (unfavorable)

		(dollars in millions)									(dollars in millions)
Selling, general and administrative expense	Selling, general and administrative expense	$	266		$	217		$	(49)	Selling, general and administrative expense	$	263		$	229		$	(34)
Percentage of net sales	Percentage of net sales	7.0		%	11.1		%			Percentage of net sales	7.2		%	6.2		%

		Six Months Ended June 30,									Nine Months Ended September 30,
		2021			2020			Favorable/ (unfavorable)			2021			2020			Favorable/ (unfavorable)

		(dollars in millions)									(dollars in millions)
Selling, general and administrative expense	Selling, general and administrative expense	$	521		$	469		$	(52)	Selling, general and administrative expense	$	784		$	698		$	(86)
Percentage of net sales	Percentage of net sales	6.7		%	9.0		%			Percentage of net sales	6.8		%	7.9		%

Selling, general and administrative expense (“SG&A”) includes administrative expenses, information technology costs and incentive compensation related costs. SG&A increased as a percentage of net sales for the three months ended September 30, 2021 compared to 2020, primarily due to measures taken in 2020 to reduce costs as a response to the adverse impacts of the COVID-19 pandemic. SG&A decreased as a percentage of net sales for the ~~three and six~~nine months ended ~~June~~September 30, 2021 compared to 2020, primarily due to the adverse impacts of the COVID-19 pandemic on sales during the ~~three and six~~nine months ended ~~June~~September 30, ~~2020, partially offset by increased incentive compensation costs in 2021.~~2020. SG&A for the ~~six~~nine months

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ended ~~June~~September 30, ~~2021 compared to~~ 2020 was also impacted by the March 2020 formation of the Motional autonomous driving joint venture with Hyundai, which is now accounted for under the equity method of accounting.

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Amortization


		Three Months Ended June 30,							Three Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Amortization	Amortization	$	37	$	35	$	(2)	Amortization	$	37	$	36	$	(1)

		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Amortization	Amortization	$	74	$	71	$	(3)	Amortization	$	111	$	107	$	(4)

Amortization expense reflects the non-cash charge related to definite-lived intangible assets. The consistency in amortization during the three and ~~six~~nine months ended ~~June~~September 30, 2021 compared to 2020 reflects the continued amortization of our definite-lived intangible assets, which resulted primarily from our acquisitions, over their estimated useful lives. Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of our business acquisitions, including details of the intangible assets recorded in each transaction.

Restructuring


		Three Months Ended June 30,									Three Months Ended September 30,
		2021			2020			Favorable/ (unfavorable)			2021			2020			Favorable/ (unfavorable)

		(dollars in millions)									(dollars in millions)
Restructuring	Restructuring	$	14		$	72		$	58	Restructuring	$	1		$	18		$	17
Percentage of net sales	Percentage of net sales	0.4		%	3.7		%			Percentage of net sales	—		%	0.5		%

		Six Months Ended June 30,									Nine Months Ended September 30,
		2021			2020			Favorable/ (unfavorable)			2021			2020			Favorable/ (unfavorable)

		(dollars in millions)									(dollars in millions)
Restructuring	Restructuring	$	20		$	100		$	80	Restructuring	$	21		$	118		$	97
Percentage of net sales	Percentage of net sales	0.3		%	1.9		%			Percentage of net sales	0.2		%	1.3		%

The Company recorded employee-related and other restructuring charges totaling approximately ~~$14~~$1 million and ~~$20~~$21 million during the three and ~~six~~nine months ended ~~June~~September 30, 2021. We expect to make cash payments of approximately ~~$60~~$50 million over the next twelve months pursuant to currently implemented restructuring programs.

The Company recorded employee-related and other restructuring charges totaling approximately ~~$72~~$18 million and ~~$100~~$118 million, respectively, of which ~~$42~~$9 million and ~~$51~~$60 million, respectively, was recognized for programs implemented in the North America region and ~~$24~~$8 million and ~~$35~~$42 million, respectively, was recognized for programs implemented in the European region. The charges recorded during the three and nine months ended ~~June~~September 30, 2020 included the recognition of approximately ~~$60~~$15 million and $75 million, respectively, of employee-related and other costs related to actions taken as a result of the global impacts of the COVID-19 pandemic.

We expect to continue to incur additional restructuring expense in 2021 and beyond, primarily related to programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and on reducing global overhead costs, which includes approximately ~~$20~~$15 million ~~(of which approximately $15 million~~(which primarily relates to the Signal and Power Solutions ~~segment and approximately $5 million relates to the Advanced Safety and User Experience~~ segment) for programs approved as of ~~June~~September 30, 2021. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our

~~Table of Contents~~

manufacturing footprint. The Company plans to implement additional restructuring activities in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to increase investment in advanced

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technologies and engineering. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

Refer to Note 7. Restructuring to the consolidated financial statements contained herein for additional information.

Interest Expense


		Three Months Ended June 30,							Three Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Interest expense	Interest expense	$	38	$	44	$	6	Interest expense	$	36	$	38	$	2

		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Interest expense	Interest expense	$	78	$	87	$	9	Interest expense	$	114	$	125	$	11

The decrease in interest expense during the ~~three and six~~nine months ended ~~June~~September 30, 2021 compared to 2020 reflects the drawdown of all remaining availability under the Revolving Credit Facility in the first quarter of 2020, primarily to provide additional liquidity and financial flexibility in response to the initial impacts from the onset of the COVID-19 pandemic. The ~~drawn~~ balance remained outstanding for substantially all of the second quarter of 2020. No amounts were drawn on the Revolving Credit Facility during the ~~six~~nine months ended ~~June~~September 30, 2021. Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.

Other Income, Net


		Three Months Ended June 30,							Three Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Other expense, net		$	—	$	(6)	$	6
Other income, net								Other income, net	$	1	$	1	$	—

		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Other income (expense), net	Other income (expense), net	$	1	$	(7)	$	8	Other income (expense), net	$	2	$	(6)	$	8

Other income (expense) ~~income,~~, net for the three and ~~six~~nine months ended ~~June~~September 30, 2021 includes a loss of $1 million and a gain of $9$8 million, respectively, recognized for the change in fair value of publicly traded equity securities. Also, as further discussed in Note 8. Debt to the consolidated financial statements contained herein, during the ~~three~~nine months ended ~~June~~September 30, 2021, Aptiv recorded a loss on debt modification of $1 million in conjunction with the June 2021 amendment to the Credit Agreement.

As further discussed in Note 8. Debt to the consolidated financial statements contained herein, during the ~~three~~nine months ended ~~June~~September 30, 2020, Aptiv recorded a loss on debt modification of $4 million in conjunction with the May 2020 amendment to the Credit Agreement.

Refer to Note 16. Other Income, net to the consolidated financial statements contained herein for additional information.

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Income Taxes


		Three Months Ended June 30,							Three Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Income tax expense (benefit)	Income tax expense (benefit)	$	28	$	(14)	$	(42)	Income tax expense (benefit)	$	25	$	(2)	$	(27)

		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Income tax expense (benefit)	Income tax expense (benefit)	$	76	$	(4)	$	(80)	Income tax expense (benefit)	$	101	$	(6)	$	(107)

The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. Due to the COVID-19 pandemic, losses for which no tax benefit was recognized were higher in the ~~three and six~~nine months ended ~~June~~September 30, 2020 as compared to the same periods in the current year. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.

Equity Loss


		Three Months Ended June 30,							Three Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Equity loss, net of tax	Equity loss, net of tax	$	53	$	18	$	(35)	Equity loss, net of tax	$	51	$	24	$	(27)

		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		Favorable/ (unfavorable)			2021		2020		Favorable/ (unfavorable)

		(in millions)							(in millions)
Equity loss, net of tax	Equity loss, net of tax	$	95	$	16	$	(79)	Equity loss, net of tax	$	146	$	40	$	(106)

Equity loss, net of tax reflects the Company’s interest in the results of ongoing operations of entities accounted for as equity method investments. The equity losses recognized by Aptiv for each period presented are primarily attributable to the Motional autonomous driving joint venture formed in March 2020 with Hyundai, as further described in Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein.

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Results of Operations by Segment

We operate our core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:

•Signal and Power Solutions, which includes complete electrical architecture and component products.

•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.

Our management utilizes segment Adjusted Operating Income ~~(Loss)~~ as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of our operating segments. Segment Adjusted Operating Income ~~(Loss)~~ should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income ~~(loss)~~ attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income ~~(Loss)~~ that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, ~~(Loss),~~ as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.


		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)						(in millions)
For the Three Months Ended June 30, 2021:
For the Three Months Ended September 30, 2021:											For the Three Months Ended September 30, 2021:
Adjusted operating income	Adjusted operating income	$	277	$	24	$	—		$	301	Adjusted operating income	$	199	$	20	$	—	$	219
Restructuring	Restructuring	(11)		(3)		—			(14)		Restructuring	4		(5)		—		(1)

Other acquisition and portfolio project costs	Other acquisition and portfolio project costs	(1)		(1)		—			(2)		Other acquisition and portfolio project costs	(3)		—		—		(3)

Operating income	Operating income	$	265	$	20	$	—		285		Operating income	$	200	$	15	$	—	215
Interest expense	Interest expense								(38)		Interest expense							(36)

Other income, net											Other income, net							1
Income before income taxes and equity loss	Income before income taxes and equity loss								247		Income before income taxes and equity loss							180
Income tax expense	Income tax expense								(28)		Income tax expense							(25)
Equity loss, net of tax	Equity loss, net of tax								(53)		Equity loss, net of tax							(51)

Net income	Net income								166		Net income							104
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest								3		Net income attributable to noncontrolling interest							3
Net income attributable to Aptiv	Net income attributable to Aptiv								$	163	Net income attributable to Aptiv							$	101

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Signal and Power Solutions Advanced Safety and User Experience Eliminations and Other Total
(in millions)
For the Three Months Ended June 30, 2020:
Adjusted operating loss $ (143) $ (86) $ — $ (229)
Restructuring (60) (12) — (72)
Other acquisition and portfolio project costs (1) (1) — (2)
Asset impairments (4) — — (4)
Deferred compensation related to acquisitions — (4) — (4)
Operating loss $ (208) $ (103) $ — (311)
Interest expense (44)
Other expense, net (6)
Loss before income taxes and equity loss (361)
Income tax benefit 14
Equity loss, net of tax (18)
Net loss (365)
Net income attributable to noncontrolling interest 1
Net loss attributable to Aptiv $ (366)


	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

	(in millions)
For the Three Months Ended September 30, 2020:
Adjusted operating income	$	322	$	67	$	—	$	389
Restructuring	(9)		(9)		—		(18)

Other acquisition and portfolio project costs	(2)		(1)		—		(3)

Deferred compensation related to acquisitions	—		(4)		—		(4)

Operating income	$	311	$	53	$	—	364
Interest expense							(38)
Other income, net							1
Income before income taxes and equity income							327
Income tax benefit							2
Equity loss, net of tax							(24)


Net income							305
Net income attributable to noncontrolling interest							6
Net income attributable to Aptiv							$	299


		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)						(in millions)
For the Six Months Ended June 30, 2021:
For the Nine Months Ended September 30, 2021:											For the Nine Months Ended September 30, 2021:
Adjusted operating income	Adjusted operating income	$	648	$	90	$	—		$	738	Adjusted operating income	$	847	$	110	$	—	$	957
Restructuring	Restructuring	(9)		(11)		—			(20)		Restructuring	(5)		(16)		—		(21)

Other acquisition and portfolio project costs	Other acquisition and portfolio project costs	(2)		(2)		—			(4)		Other acquisition and portfolio project costs	(5)		(2)		—		(7)

Operating income	Operating income	$	637	$	77	$	—		714		Operating income	$	837	$	92	$	—	929
Interest expense	Interest expense								(78)		Interest expense							(114)
Other income, net	Other income, net								1		Other income, net							2
Income before income taxes and equity loss	Income before income taxes and equity loss								637		Income before income taxes and equity loss							817
Income tax expense	Income tax expense								(76)		Income tax expense							(101)
Equity loss, net of tax	Equity loss, net of tax								(95)		Equity loss, net of tax							(146)

Net income	Net income								466		Net income							570
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest								8		Net income attributable to noncontrolling interest							11
Net income attributable to Aptiv	Net income attributable to Aptiv								$	458	Net income attributable to Aptiv							$	559

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		Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other			Total			Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

		(in millions)						(in millions)
For the Six Months Ended June 30, 2020:
For the Nine Months Ended September 30, 2020:											For the Nine Months Ended September 30, 2020:
Adjusted operating income (loss)	Adjusted operating income (loss)	$	82	$	(80)	$	—		$	2	Adjusted operating income (loss)	$	404	$	(13)	$	—	$	391
Restructuring	Restructuring	(79)		(21)		—			(100)		Restructuring	(88)		(30)		—		(118)

Other acquisition and portfolio project costs	Other acquisition and portfolio project costs	(8)		(8)		—			(16)		Other acquisition and portfolio project costs	(10)		(9)		—		(19)
Asset impairments	Asset impairments	(4)		—		—			(4)		Asset impairments	(4)		—		—		(4)
Deferred compensation related to acquisitions	Deferred compensation related to acquisitions	—		(8)		—			(8)		Deferred compensation related to acquisitions	—		(12)		—		(12)
Gain on business divestitures and other transactions	Gain on business divestitures and other transactions	—		1,434		—			1,434		Gain on business divestitures and other transactions	—		1,434		—		1,434
Operating (loss) income		$	(9)	$	1,317	$	—		1,308
Operating income											Operating income	$	302	$	1,370	$	—	1,672
Interest expense	Interest expense								(87)		Interest expense							(125)
Other expense, net	Other expense, net								(7)		Other expense, net							(6)
Income before income taxes and equity loss									1,214
Income before income taxes and equity income											Income before income taxes and equity income							1,541
Income tax benefit	Income tax benefit								4		Income tax benefit							6
Equity loss, net of tax	Equity loss, net of tax								(16)		Equity loss, net of tax							(40)

Net income	Net income								1,202		Net income							1,507
Net loss attributable to noncontrolling interest									(4)
Net income attributable to noncontrolling interest											Net income attributable to noncontrolling interest							2
Net income attributable to Aptiv	Net income attributable to Aptiv								$	1,206	Net income attributable to Aptiv							$	1,505

Net sales, gross margin as a percentage of net sales and Adjusted Operating Income (Loss) by segment for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 are as follows:

Net Sales by Segment


		Three Months Ended June 30,						Variance Due To:											Three Months Ended September 30,						Variance Due To:
		2021		2020		Favorable/ (unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total			2021		2020		Favorable/ (unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total

		(in millions)						(in millions)											(in millions)						(in millions)
Signal and Power Solutions	Signal and Power Solutions	$	2,846	$	1,435	$	1,411	$	1,236	$	102	$	73	$	—	$	1,411	Signal and Power Solutions	$	2,705	$	2,656	$	49	$	(111)	$	51	$	109	$	—	$	49

Advanced Safety and User Experience	Advanced Safety and User Experience	970		530		440		437		3		—		—		440		Advanced Safety and User Experience	959		1,020		(61)		(73)		12		—		—		(61)
Eliminations and Other	Eliminations and Other	(9)		(5)		(4)		(4)		—		—		—		(4)		Eliminations and Other	(10)		(8)		(2)		(1)		(1)		—		—		(2)
Total	Total	$	3,807	$	1,960	$	1,847	$	1,669	$	105	$	73	$	—	$	1,847	Total	$	3,654	$	3,668	$	(14)	$	(185)	$	62	$	109	$	—	$	(14)

		Six Months Ended June 30,						Variance Due To:											Nine Months Ended September 30,						Variance Due To:
		2021		2020		Favorable/(unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total			2021		2020		Favorable/(unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total

		(in millions)						(in millions)											(in millions)						(in millions)
Signal and Power Solutions	Signal and Power Solutions	$	5,868	$	3,765	$	2,103	$	1,780	$	204	$	119	$	—	$	2,103	Signal and Power Solutions	$	8,573	$	6,421	$	2,152	$	1,669	$	255	$	228	$	—	$	2,152
Advanced Safety and User Experience	Advanced Safety and User Experience	1,981		1,432		549		525		24		—		—		549		Advanced Safety and User Experience	2,940		2,452		488		452		36		—		—		488
Eliminations and Other	Eliminations and Other	(19)		(11)		(8)		(7)		(1)		—		—		(8)		Eliminations and Other	(29)		(19)		(10)		(8)		(2)		—		—		(10)
Total	Total	$	7,830	$	5,186	$	2,644	$	2,298	$	227	$	119	$	—	$	2,644	Total	$	11,484	$	8,854	$	2,630	$	2,113	$	289	$	228	$	—	$	2,630

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Gross Margin Percentage by Segment
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Signal and Power Solutions 18.1 % 3.8 % 19.1 % 13.0 %
Advanced Safety and User Experience 8.9 % (7.7) % 10.6 % 1.8 %
Eliminations and Other — % — % — % — %
Total 15.8 % 0.7 % 17.0 % 9.9 %

Gross margin as a percentage of sales for the three and six months ended June 30, 2021 as compared to the three and six months ended June 30, 2020 increased significantly, which primarily reflects the adverse impacts of the COVID-19 pandemic in the prior year.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Signal and Power Solutions	16.1	%	20.1	%	18.1	%	15.9	%

Advanced Safety and User Experience	8.4	%	11.1	%	9.9	%	5.7	%
Eliminations and Other	—	%	—	%	—	%	—	%
Total	14.1	%	17.6	%	16.1	%	13.1	%

Adjusted Operating Income (Loss) by Segment


		Three Months Ended June 30,						Variance Due To:									Three Months Ended September 30,						Variance Due To:
		2021		2020		Favorable/ (unfavorable)		Volume, net of contractual price reductions		Operational performance		Other		Total			2021		2020		Favorable/ (unfavorable)		Volume, net of contractual price reductions		Operational performance		Other		Total

		(in millions)						(in millions)									(in millions)						(in millions)
Signal and Power Solutions	Signal and Power Solutions	$	277	$	(143)	$	420	$	462	$	(2)	$	(40)	$	420	Signal and Power Solutions	$	199	$	322	$	(123)	$	(68)	$	(37)	$	(18)	$	(123)

Advanced Safety and User Experience	Advanced Safety and User Experience	24		(86)		110		137		(6)		(21)		110		Advanced Safety and User Experience	20		67		(47)		(26)		(13)		(8)		(47)
Eliminations and Other	Eliminations and Other	—		—		—		—		—		—		—		Eliminations and Other	—		—		—		—		—		—		—
Total	Total	$	301	$	(229)	$	530	$	599	$	(8)	$	(61)	$	530	Total	$	219	$	389	$	(170)	$	(94)	$	(50)	$	(26)	$	(170)

As noted in the table above, Adjusted Operating Income for the three months ended ~~June~~September 30, 2021 as compared to ~~Adjusted Operating Loss for~~ the three months ended ~~June~~September 30, 2020 was impacted by volume and contractual price reductions, including product mix, and operational ~~performance, as well as the adverse impacts of the COVID-19 pandemic in the prior year.~~performance. Our operational performance for the three months ended ~~June~~September 30, 2021 includes approximately ~~$70~~$60 million of increased costs for semiconductors and commodities, as well as approximately ~~$35~~$40 million of costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Coupled with $30 million of incremental costs detailed in the bullet below in Other, the total impacts resulting from the global supply chain disruptions were approximately ~~$65~~$70 million during the three months ended ~~June~~September 30, 2021. Adjusted Operating Income was also impacted by the following items included within Other in the table above:

•$4933 million of increased SG&A expense, not including the impact of other acquisition and portfolio project ~~costs, which includes increased incentive compensation~~ costs; and

•Approximately $30 million of other costs, primarily for distributional logistics and other inefficiencies, resulting from the global supply chain disruptions, as per above; partially offset by

•$24 million of favorable foreign currency impacts, primarily related to the Chinese Yuan Renminbi; and

•$177 million of ~~increased depreciation and amortization, not including the impact of asset impairments, primarily as a result of a higher fixed asset base.~~decreased warranty costs.

Six Months Ended June 30, Variance Due To:
2021 2020 Favorable/(unfavorable) Volume, net of contractual price reductions Operational performance Other Total
(in millions) (in millions)
Signal and Power Solutions $ 648 $ 82 $ 566 $ 663 $ — $ (97) $ 566
Advanced Safety and User Experience 90 (80) 170 159 14 (3) 170
Eliminations and Other — — — — — — —
Total $ 738 $ 2 $ 736 $ 822 $ 14 $ (100) $ 736

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	Nine Months Ended September 30,						Variance Due To:
	2021		2020		Favorable/(unfavorable)		Volume, net of contractual price reductions		Operational performance		Other		Total

	(in millions)						(in millions)
Signal and Power Solutions	$	847	$	404	$	443	$	595	$	(37)	$	(115)	$	443

Advanced Safety and User Experience	110		(13)		123		133		1		(11)		123
Eliminations and Other	—		—		—		—		—		—		—
Total	$	957	$	391	$	566	$	728	$	(36)	$	(126)	$	566

As noted in the table above, Adjusted Operating Income for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to the ~~six~~nine months ended ~~June~~September 30, 2020 was impacted by volume and contractual price reductions, including product mix, and operational performance improvements as well as the adverse impacts of the COVID-19 pandemic in the prior year. Our operational performance for the ~~six~~nine months ended ~~June~~September 30, 2021 includes approximately ~~$95~~$155 million of increased costs for semiconductors and commodities, as well as approximately ~~$55~~$95 million of costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary

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events. Coupled with ~~$55~~$85 million of incremental costs detailed in the bullet below in Other, the total impacts resulting from the global supply chain disruptions were approximately ~~$110~~$180 million during the ~~six~~nine months ended ~~June~~September 30, 2021. Adjusted Operating Income was also impacted by the following items included within Other in the table above:

•$5689 million of increased SG&A expense, not including the impact of other acquisition and portfolio project costs, which includes increased incentive compensation costs; ~~and~~

•Approximately ~~$55~~$85 million of other costs, primarily for distributional logistics and other inefficiencies, resulting from the global supply chain disruptions, as per above; and

•$3031 million of increased depreciation and amortization, not including the impact of asset impairments, primarily as a result of a higher fixed asset base; partially offset by

•Decreased expense of approximately $40 million, primarily due to decreased engineering and SG&A expenses as a result of the formation of the Motional autonomous driving joint venture with Hyundai in March 2020, which is now accounted for under the equity method of ~~accounting.~~accounting;

•$21 million of decreased warranty costs; and

•$15 million of favorable foreign currency impacts, primarily related to the Chinese Yuan Renminbi.

Liquidity and Capital Resources

Overview of Capital Structure

Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements and operational restructuring activities. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary and available, borrowings under credit facilities and issuance of long-term debt and equity. To the extent we generate discretionary cash flow we may consider using this additional cash flow for optional prepayments of existing indebtedness, strategic acquisitions or investments, and/or general corporate purposes. We will also continually explore ways to enhance our capital structure.

As of ~~June~~September 30, 2021, we had cash and cash equivalents of ~~$2.9~~$2.7 billion and net debt (defined as outstanding debt less cash and cash equivalents) of ~~$1.1~~$1.3 billion. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of ~~June~~September 30, 2021. The amounts disclosed as available under the Company’s significant committed credit facilities are available without violating our existing debt covenants, which are described below.


	~~June~~September 30, 2021

	(in millions)
Cash and cash equivalents	$	~~2,926~~2,741
Revolving Credit Facility, unutilized portion (1)	2,000
Committed European accounts receivable factoring facility, unutilized portion (2)	~~537~~526
Total available liquidity	$	~~5,463~~5,267

(1)Availability reduced by less than $1 million in letters of credit issued under the Credit Agreement as of ~~June~~September 30, 2021.

(2)Based on ~~June~~September 30, 2021 foreign currency rates, subject to the availability of eligible accounts receivable.

Despite the current global economic impacts and uncertainty resulting from the ongoing COVID-19 pandemic and its direct and indirect impacts on global vehicle production, we currently expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments, any mandatory payments required under the Credit Agreement as described below, dividends on preferred shares and capital expenditures.

We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies and the terms of the Credit Agreement. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Aptiv. As of ~~June~~September 30, 2021, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately ~~$2.9~~$2.7 billion. If additional ~~non-~~

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~~U.S.~~non-U.S. cash was needed for our U.S. operations, we may be required to accrue and pay withholding if we were to distribute such funds from non-U.S. subsidiaries to the U.S.; however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue and pay such additional amounts.

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2020 Public Equity Offering

Share Repurchases




Total number of shares repurchased	1,059,075
Average price paid per share	$	53.73
Total (in millions)	$	57

Dividends

In the ~~second~~third quarter of 2021, the Board of Directors declared and paid a quarterly cash dividend of approximately ~~$1.38~~$1.375 per MCPS.

Acquisitions and Other Transactions

Ulti-Mate—On April 30, 2021, Aptiv acquired certain assets of Ulti-Mate Connector, Inc. (“Ulti-Mate”), a manufacturer of miniature and micro-miniature connectors and cable assemblies, for total consideration of $45 million. The acquisition was accounted for as a business combination, with the operating results of Ulti-Mate included within the Company's Signal and Power Solutions segment. The Company acquired Ulti-Mate utilizing cash on hand.

Dynawave—On August 4, 2020, Aptiv acquired 100% of the equity interests of Dynawave Inc. (“Dynawave”), a specialized manufacturer of custom-engineered interconnect solutions for a wide range of industries, for total consideration of $22 million. The acquisition was accounted for as a business combination, with the operating results of Dynawave included within the Company’s Signal and Power Solutions segment. The Company acquired Dynawave utilizing cash on hand.

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Technology Investments—In ~~April~~September 2021, ~~Innoviz Technologies~~Valens Semiconductor Ltd. (“~~Innoviz”~~Valens”) merged with a publicly traded Special Purpose Acquisition Company (“SPAC”) and shares of ~~Innoviz~~Valens began trading on the NYSE under the symbol VLN. As part of the SPAC merger, our preferred shares in Valens were converted into Valens ordinary shares.

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In August 2021, Otonomo Technologies Ltd. (“Otonomo”) merged with a publicly traded SPAC and shares of Otonomo began trading on the Nasdaq Capital Market under the symbol ~~INVZ.~~OTMO. As part of the SPAC merger, our preferred shares in ~~Innoviz~~Otonomo were converted into ~~Innoviz~~Otonomo ordinary shares. ~~Following this conversion, the fair value of the Innoviz investment is measured on a recurring basis, with changes in fair value recorded to other income (expense), net.~~

Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of the Company’s business acquisitions and technology investments.

Autonomous Driving Joint Venture

On March 26, 2020, Aptiv completed the transaction with Hyundai Motor Group (“Hyundai”) to form a joint venture focused on the design, development and commercialization of autonomous driving technologies. The joint venture operates globally under the Motional brand name. Under the terms of the agreement, Aptiv contributed to the joint venture autonomous driving technology, intellectual property and approximately 700 employees for a 50% ownership interest in the entity. Hyundai contributed to the joint venture approximately $1.6 billion in cash, along with vehicle engineering services, research and development resources and access to intellectual property for a 50% ownership interest in the entity. As a result, subsequent to the closing of the transaction, the joint venture is expected to fund all of its future operating expenses and investments in autonomous driving technologies for the foreseeable future. Consequently, Aptiv is no longer required to fund these investments and expenses, which approximated $180 million for the year ended December 31, 2019 prior to the joint venture formation. Upon closing of the transaction, Aptiv deconsolidated the carrying value of the associated assets and liabilities contributed to the joint venture, previously classified as held for sale, and recognized an asset of approximately $2.0 billion within Investments in affiliates in the consolidated balance sheet, based on the preliminary fair value of its investment in the newly formed joint venture. The Company recognized a pre-tax gain of approximately $1.4 billion in the consolidated statement of operations (approximately ~~$5.57~~$5.39 per diluted share during the ~~six~~nine months ended ~~June~~September 30, 2020), net of transaction costs of $22 million, based on the difference between the carrying value of its contribution to the joint venture and the preliminary fair value of its investment in the newly formed entity. The estimated fair value of Aptiv’s ownership interest in the joint venture was determined primarily based on third-party valuations and management estimates, generally utilizing income and market approaches. Determining the fair value of the joint venture and the underlying assets requires the use of management's judgment and involves significant estimates and assumptions with respect to the timing and amount of future cash flows, market rate assumptions, projected growth rates and margins, and appropriate discount rates, among other items. The estimated fair value was determined on a preliminary basis using information available in the first quarter of 2020 and was finalized in the first quarter of 2021. The effects of this transaction would not materially impact the Company’s reported results for any period presented, and the transaction did not meet the criteria to be reflected as a discontinued operation.

Credit Agreement

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commitments, that, if achieved, would change the facility fee and interest rate margins as described below, (3) removed prior provisions from the May 2020 amendment that had increased the leverage ratio maintenance covenant from 3.5 to 1.0 to 4.5 to 1.0 until July 1, 2021 and restricted dividends and other payments on equity, and (4) includes a financial maintenance covenant that requires the Company to maintain total net leverage (as calculated in accordance with the Credit Agreement) of less than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement). Losses on modification of debt totaled $1 million and $4 million during the ~~three~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, related to the June 2021 amendment and May 2020 amendment. Aptiv paid amendment fees of $6 million and $18 million during the ~~three~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, which are reflected as financing activities in the consolidated statements of cash flows.

As of ~~June~~September 30, 2021, there were no amounts drawn on the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility. No amounts were drawn on the Revolving Credit Facility during the ~~six~~nine months ended ~~June~~September 30, 2021.


		June 30, 2021				December 31, 2020					September 30, 2021				December 31, 2020
		LIBOR plus		ABR plus		LIBOR plus		ABR plus			LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility (1)	Revolving Credit Facility (1)	1.10	%	0.10	%	1.10	%	0.10	%	Revolving Credit Facility (1)	1.10	%	0.10	%	1.10	%	0.10	%
Revolving Credit Facility (2)	Revolving Credit Facility (2)	N/A		N/A		1.40	%	0.40	%	Revolving Credit Facility (2)	N/A		N/A		1.40	%	0.40	%
Tranche A Term Loan (1)	Tranche A Term Loan (1)	1.125	%	0.125	%	1.25	%	0.25	%	Tranche A Term Loan (1)	1.125	%	0.125	%	1.25	%	0.25	%
Tranche A Term Loan (2)	Tranche A Term Loan (2)	N/A		N/A		1.75	%	0.75	%	Tranche A Term Loan (2)	N/A		N/A		1.75	%	0.75	%

(2)Rates as of December 31, 2020 are applicable to principal balances under the Credit Agreement which were extended as part of the May 2020 amendment.

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The interest rate period with respect to LIBOR interest rate options can be set at one-, three-, or six-months as selected by Aptiv in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). Aptiv may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of ~~June~~September 30, 2021, Aptiv selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rates effective as of ~~June~~September 30, 2021, as detailed in the table below, were based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:
Borrowings as of
June 30, 2021 Rates effective as of
Applicable Rate (in millions) June 30, 2021
Tranche A Term Loan LIBOR plus 1.125% $ 313 1.25 %

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Borrowings as of

September 30, 2021

Rates effective as of

Applicable Rate

(in millions)

September 30, 2021

Tranche A Term Loan

LIBOR plus 1.125%

313

1.25

Borrowings under the Credit Agreement are prepayable at Aptiv’s option without premium or penalty.

Senior Unsecured Notes

As of ~~June~~September 30, 2021, the Company had the following senior unsecured notes issued and outstanding:

Aggregate Principal Amount
(in millions)

Stated Coupon Rate

Issuance Date

Maturity Date

Interest Payment Date

Aggregate Principal Amount
(in millions)

Stated Coupon Rate

Issuance Date

Maturity Date

Interest Payment Date

700

4.15%

March 2014

March 2024

March 15 and September 15

700

4.15%

March 2014

March 2024

March 15 and September 15

835

1.50%

March 2015

March 2025

March 10

818

1.50%

March 2015

March 2025

March 10

650

4.25%

November 2015

January 2026

January 15 and July 15

650

4.25%

November 2015

January 2026

January 15 and July 15

596

1.60%

September 2016

September 2028

September 15

584

1.60%

September 2016

September 2028

September 15

300

4.35%

March 2019

March 2029

March 15 and September 15

300

4.35%

March 2019

March 2029

March 15 and September 15

300

4.40%

September 2016

October 2046

April 1 and October 1

300

4.40%

September 2016

October 2046

April 1 and October 1

350

5.40%

March 2019

March 2049

March 15 and September 15

350

5.40%

March 2019

March 2049

March 15 and September 15

Guarantor Summarized Financial Information

As further described in Note 8. Debt to the consolidated financial statements contained herein, Aptiv Corporation issued the 2014 Senior Notes and is the borrower of obligations under the Credit Agreement, which are fully and unconditionally guaranteed by Aptiv PLC and certain of Aptiv PLC’s direct and indirect subsidiaries (the “Obligor Group”). Aptiv PLC issued the 2015 Euro-denominated Senior Notes, 4.25% Senior Notes, 2016 Euro-denominated Senior Notes, 2016 Senior Notes and 2019 Senior Notes, which are fully and unconditionally guaranteed by the Obligor Group. All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to the guarantees (the “Non-Guarantors”). The guarantees rank equally in right of payment with all of the guarantors’ existing and future senior indebtedness, are effectively subordinated to any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor.

The below summarized financial information is presented on a combined basis after the elimination of intercompany balances and transactions among the Obligor Group and equity in earnings from and investments in the Non-Guarantors. The

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below summarized financial information should be read in conjunction with the Company’s consolidated financial statements contained herein, as the financial information may not necessarily be indicative of results of operations or financial position had the subsidiaries operated as independent entities.

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	Obligor Group

~~Six~~Nine Months Ended ~~June~~September 30, 2021	(in millions)
Net sales	$	—
Gross margin	$	—
Operating ~~income~~loss	$	— (24)
Net loss	$	~~(81)~~(148)
Net loss attributable to Aptiv	$	~~(81)~~(148)

As of ~~June~~September 30, 2021:
Current assets (1)	$	~~137~~10
Long-term assets	$	1
Current liabilities (2)	$	~~916~~1,022
Long-term liabilities (2)	$	~~4,246~~4,216
Noncontrolling interest	$	—

As of December 31, 2020
Current assets (1)	$	377
Long-term assets	$	1
Current liabilities (2)	$	913
Long-term liabilities (2)	$	4,223
Noncontrolling interest	$	—

(1)Includes current assets of ~~$133~~$5 million and $370 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively, due from Non-Guarantors, which includes amounts due from affiliates of $2$4 million and $6 million, respectively.

(2)Includes current liabilities of ~~$866~~$993 million and $785 million, and long-term liabilities of $226 million and $226 million, due to Non-Guarantors as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

Other Financing

Cash Flows

Intra-month cash flow cycles vary by region, but in general we are users of cash through the first half of a typical month and we generate cash during the latter half of a typical month. Due to this cycle of cash flows, we may utilize short-term

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financing, including our Revolving Credit Facility and European accounts receivable factoring facility, to manage our intra-month working capital needs. Our cash balance typically peaks at month end.

We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan structures and other distributions and advances, to provide the funds necessary to meet our global liquidity needs. We utilize a global cash

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pooling arrangement to consolidate and manage our global cash balances, which enables us to efficiently move cash into and out of a number of the countries in which we operate.

Operating activities—Net cash provided by operating activities totaled ~~$549~~$553 million and ~~$55~~$614 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. Cash flows provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2021 consisted primarily of net earnings of ~~$466~~$570 million, increased by ~~$414~~$617 million for non-cash charges for depreciation, amortization and pension costs partially offset by ~~$498~~$866 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2020 consisted primarily of net earnings of ~~$1,202~~$1,507 million, increased by ~~$384~~$591 million for non-cash charges for depreciation, amortization, ~~and~~ pension costs and modification of debt, partially offset by $1,434 million for the non-cash gain resulting from the formation of the Motional autonomous driving joint venture and ~~$114~~$139 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.

Investing activities—Net cash used in investing activities totaled ~~$314~~$470 million for the ~~six~~nine months ended ~~June~~September 30, 2021, as compared to ~~$394~~$532 million for the ~~six~~nine months ended ~~June~~September 30, 2020. The decrease in usage is primarily attributable to decreased capital expenditures of ~~$111~~$59 million during the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to the ~~six~~nine months ended ~~June~~September 30, 2020.

Financing activities—Net cash used in financing activities totaled ~~$103~~$128 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and net cash provided by financing activities totaled ~~$1,840~~$1,644 million for the ~~six~~nine months ended ~~June~~September 30, 2020. Cash flows used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily included ~~$20~~$30 million in repayments under debt agreements and ~~$32~~$47 million of MCPS dividend payments. Cash flows provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2020 primarily included $1,115 million and $1,115 million in proceeds from the public offering of ordinary and preferred shares, net of issuance costs, respectively, partially offset by $370 million in repayments under other short-term debt agreements, $57 million paid to repurchase ordinary shares, ~~and~~ $56 million of ordinary share dividend payments and $16 million of MCPS dividend payments.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contingencies and Environmental Matters

The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Recently Issued Accounting Pronouncements

The information concerning recently issued accounting pronouncements contained in Note 2. Significant Accounting Policies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates during the three and ~~six~~nine months ended ~~June~~September 30, 2021.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the information concerning our exposures to market risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. As described in the Form 10-K, we have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”). We also have currency exposures related to the translation of the financial statements of our non-U.S. subsidiaries that use the local currency as their functional currency into U.S. dollars, the Company’s reporting currency (“translational exposure”). As described in Note 14. Derivatives and Hedging Activities to the unaudited consolidated financial statements included in Part I, Item 1 of this report, to manage this risk the Company designates certain qualifying instruments as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within the cumulative translation adjustment component of OCI to offset changes in the value of the net investment in these foreign currency-denominated operations.

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ITEM 4. CONTROLS AND PROCEDURES

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance of achieving their objectives.

As of ~~June~~September 30, 2021, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, for disclosure purposes, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of ~~June~~September 30, 2021.

Changes in Internal Control over Financial Reporting

There were no material changes in the Company’s internal controls over financial reporting during the three and ~~six~~nine months ended ~~June~~September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, breach of contracts, competition and antitrust matters, product warranties, intellectual property matters, personal injury claims and employment-related matters. For a description of risks related to various legal proceedings and claims, see Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2020. For a description of our outstanding material legal proceedings, see Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in this report.

ITEM 1A. RISK FACTORS

There have been no material changes in risk factors for the Company in the period covered by this report. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no repurchases of equity securities during the three months ended ~~June~~September 30, 2021. In January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion. This program will commence following the completion of the previously announced share repurchase program of $1.5 billion, which was approved by the Board of Directors in April 2016. As of ~~June~~September 30, 2021, approximately $2,013 million remained available for repurchases pursuant to these programs.

ITEM 6. EXHIBITS


Exhibit Number						Description
~~10.1~~						~~Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, 2021)*+~~
~~10.2~~						Third Amended and Restated Credit Agreement, dated as of June 24, 2021, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 25, 2021)
22						List of Guarantor Subsidiaries*
31.1						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*
31.2						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*
32.1						Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2						Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS						Inline XBRL Instance Document# - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document#
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document#
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document#
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document#
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document#
104						Cover Page Interactive Data File# - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith.

~~+ Management contract or compensatory plan or arrangement.~~

# Filed electronically with the Report.

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SIGNATURES

Pursuant to the requirements 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.



						APTIV PLC

						/s/ Joseph R. Massaro
						By: Joseph R. Massaro
						Chief Financial Officer and Senior Vice President, Business Operations

Dated: ~~August 5,~~November 4, 2021

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Three Months Ended June 30, 2020	Gain Recognized in OCI		Loss Reclassified from OCI into Income

	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	28	$	(8)
Foreign currency derivatives	26		(14)
Derivatives designated as net investment hedges:
Foreign currency derivatives	0		0
Total	$	54	$	(22)


For the Three Months Ended June 30, 2020:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total

	(in millions)
Geographic Market

North America	$	401	$	96	$	(1)	$	496
Europe, Middle East and Africa	367		212		(1)		578
Asia Pacific	648		222		(3)		867
South America	19		0		0		19
Total net sales	$	1,435	$	530	$	(5)	$	1,960