Aptiv 10-K/A 2023-12-31

Filed 2024-03-28. 2 sections, 31K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1


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

For the fiscal year ended December 31, 2023


☐			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						(I.R.S. Employer
incorporation or organization)						Identification No.)

5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland

(Address of principal executive offices)

353-1-259-7013

(Registrant’s telephone number, including area code)

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. $0.01 par value per share	APTV	New York Stock Exchange
2.396% Senior Notes due 2025	APTV	New York Stock Exchange
1.500% Senior Notes due 2025	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
3.250% Senior Notes due 2032	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
3.100% Senior Notes due 2051	APTV	New York Stock Exchange
4.150% Senior Notes due 2052	APTV	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒. No ☐.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐. No ☒.

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 the 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was $28,792,327,747 (based on the closing sale price of the registrant’s ordinary shares on that date as reported on the New York Stock Exchange).

The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of February 2, 2024, was 279,036,041.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement related to the 2024 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

Explanatory Note

On February 6, 2024, Aptiv PLC (“Aptiv” or the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Original Form 10-K”).

This Amendment No. 1 to Form 10-K (“Amendment”) of Aptiv is being filed solely to amend Item 15 to include the separate financial statements of Motional AD LLC (“Motional”) as required under Rule 3-09 of Regulation S-X. The financial statements of Motional for the three years ended December 31, 2023 were not available at the time the Company filed the Original Form 10-K. The required financial statements are now provided as Exhibit 99.1 to this Amendment.

This Amendment should be read in conjunction with the Original Form 10-K. Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, this Amendment does not change any other information set forth in the Original Form 10-K or the exhibits thereto. The information contained in this Amendment does not reflect events occurring subsequent to the filing of the Original Form 10-K.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Form 10-K.

(1) Financial Statements:

The following consolidated financial statements are included in Item 8. of the Company’s Annual Report on Form 10-K filed on February 6, 2024:




— Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42), Detroit, Michigan
— Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021
— Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
— Consolidated Balance Sheets as of December 31, 2023 and 2022
— Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
— Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
— Notes to Consolidated Financial Statements

(2) Financial Statement Schedule:

The following financial statement schedule for the years ended December 31, 2023, 2022 and 2021 is filed as part of Item 15 of the Company’s Annual Report on Form 10-K filed on February 6, 2024 and should be read in conjunction with the consolidated financial statements.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

The other schedules have been omitted because they are not applicable, not required or the information to be set forth therein is included in the Consolidated Financial Statements or notes thereto of the Company’s Annual Report on Form 10-K filed on February 6, 2024.

(3) Exhibits: (including those incorporated by reference)


Exhibit Number						Description
3.1						Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on December 7, 2017)
3.2						Statement Of Rights of the 5.50% Series A Mandatory Convertible Preferred Shares Of Aptiv PLC, effective June 12, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 12, 2020)
4.1						Senior Notes Indenture, dated as of March 10, 2015, among Aptiv PLC, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
4.2						First Supplemental Indenture, dated as of March 10, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
4.3						Second Supplemental Indenture, dated as of November 19, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on November 19, 2015)
4.4						Third Supplemental Indenture, dated as of September 15, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 15, 2016)
4.5						Fourth Supplemental Indenture, dated as of September 20, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 20, 2016)
4.6						Fifth Supplemental Indenture, dated as of March 14, 2019, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 14, 2019)
4.7						Sixth Supplemental Indenture, dated as of November 23, 2021, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on November 23, 2021)
4.8						Seventh Supplemental Indenture, dated as of December 27, 2021, among Aptiv PLC, Aptiv Global Financing Limited, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent(12)
4.9						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (13)
4.10						Eighth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on February 18, 2022)
4.11						Ninth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of the Company filed with the SEC on February 18, 2022)
10.1						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)
10.2						Amendment No. 1, dated as of April 19, 2023, to the 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(10)
10.3						Aptiv PLC Executive Severance Plan, effective February 1, 2017(6)+
10.4						Aptiv PLC Executive Change in Control Severance Plan, effective February 1, 2017(6)+
10.5						Aptiv Corporation Supplemental Executive Retirement Program(1)+
10.6						Aptiv Corporation Salaried Retirement Equalization Savings Program(1)+
10.7						Offer letter for Kevin P. Clark, dated June 10, 2010(1)+
10.8						Offer letter for Joseph R. Massaro, dated September 13, 2013(5)+
10.9						Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive Plan, effective 2023(11)+
10.10						Letter Agreement, dated October 29, 2012, between the Company and Kevin P. Clark(2)+


Exhibit Number						Description
10.11						Aptiv PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the Company’s Proxy Statement dated March 9, 2015)+
10.12						Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2016(4)+
10.13						Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated(3)+
10.14						Form of Allocation Letter for Executives, effective 2019(7)+
10.15						Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, 2021)(8)+
10.16						Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022(9)+
10.17						Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022(9)+
10.18						Offer letter for Katherine H. Ramundo, dated December 12, 2020(9)+
10.19						Offer letter for William T. Presley, dated December 15, 2022(12)+
10.20						Offer letter for Benjamin Lyon, dated November 21, 2022(10)+
10.21						Offer letter for Sophia M. Velastegui, dated December 16, 2021(10)+
19						Insider Trading Policies and Procedures (13)
21.1						Subsidiaries of the Registrant (13)
22						List of Guarantor Subsidiaries (13)
23.1						Consent of Ernst & Young LLP (13)
23.2						Consent of Ernst & Young LLP, Independent Auditors of Motional AD LLC , dated March 28 , 2 024 *
24.1						Power of Attorney (set forth on the signature page of the Annual Report on Form 10-K)(13)

31.1						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (13)
31.2						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (13)
31.3						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer , dated March 28 , 2024 *
31.4						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer , dated March 28 , 2024 *
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 (13)
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 (13)
32.3						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 , dated March 28 , 2024 *
32.4						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 , dated March 28 , 2024 *
97						Policy Relating to Recovery of Erroneously Awarded Compensation (13)
99.1						Audited Consolidated Financial Statements of Motional AD LLC as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023*
101.INS						Inline XBRL Instance Document(13) - 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(13)
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document(13)
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document(13)
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document(13)
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document(13)
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.

(1) Filed with the Registration Statement on Form S-1 (File No. 333-174493) on June 30, 2011 and incorporated herein by reference.

(2) Filed with Form 10-Q for the period ended September 30, 2012 on November 1, 2012 and incorporated herein by reference.

(3) Filed with Form 10-Q for the period ended March 31, 2015 on April 30, 2015 and incorporated herein by reference.

(4) Filed with Form 10-Q for the period ended March 31, 2016 on May 4, 2016 and incorporated herein by reference.

(5) Filed with Form 10-Q for the period ended June 30, 2016 on August 3, 2016 and incorporated herein by reference.

(6) Filed with Form 10-K for the year ended December 31, 2016 on February 6, 2017 and incorporated herein by reference.

(7) Filed with Form 10-Q for the period ended March 31, 2019 on May 2, 2019 and incorporated herein by reference.

(8) Filed with Form 10-Q for the period ended June 30, 2021 on August 5, 2021 and incorporated herein by reference.

(9) Filed with Form 10-Q for the period ended March 31, 2022 on May 5, 2022 and incorporated herein by reference.

(10) Filed with Form 10-Q for the period ended March 31, 2023 on May 4, 2023 and incorporated herein by reference.

(11) Filed with Form 10-Q for the period ended June 30, 2023 on August 3, 2023 and incorporated herein by reference.

(12) Filed with Form 10-K for the year ended December 31, 2022 on February 8, 2023 and incorporated herein by reference.

(13) Filed with Form 10-K for the year ended December 31, 2023 on February 6, 2024 and incorporated herein by reference.

Filed electronically with the Report.

The audited consolidated financial statements of Motional as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 included in Exhibit 99.1 are filed as part of Item 15 to this Amendment.

SIGNATURES

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



						APTIV PLC

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

Dated: March 28, 2024