Aptiv (APTV) 10-K risk factor changes: FY2021 vs FY2020

The extent to which the [removed: novel coronavirus (COVID-19) pandemic] [added: COVID-19 pandemic, including its variants,] and measures taken in response thereto impact our business, financial condition, results of operations and cash flows will depend on future developments, which are highly uncertain and difficult to predict.

The global spread of the COVID-19 pandemic, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, [removed: has] negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial [removed: markets.][added: markets in 2020 with various direct and indirect adverse impacts continuing throughout 2021 and into 2022.]

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 the Company’s ordinary share cash [removed: dividend,] [added: dividend and 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 [added: (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.

The [added: direct] adverse impacts [removed: to Aptiv] of the [removed: pandemic,] [added: COVID-19 pandemic on Aptiv,] which primarily affected us in the first half of 2020, included 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 of 2020 in China and subsequently in Europe, North America and South America.

During the second half of 2020, many of these impacts abated, resulting in increased sales and profitability from the levels observed earlier in [removed: the year.][added: 2020.]

As a result, due to the continuing uncertainties surrounding the [added: ultimate] impacts of the COVID-19 pandemic and resulting potential future governmental actions and economic impacts, it is possible that these adverse impacts could [removed: continue to] reoccur, resulting in further adverse impacts on our future operating earnings and cash flows.

Such disruptions could be caused by any one of a myriad of potential problems, such as closures of one of our or our suppliers’ plants or critical manufacturing lines due to strikes, mechanical [removed: breakdowns,] [added: breakdowns or failures,] electrical outages, fires, explosions or political upheaval, as well as logistical complications due to weather, global climate change, volcanic eruptions, or other natural or nuclear disasters, [removed: mechanical failures,] delayed customs processing, the spread of an infectious disease, virus or other widespread illness and more.

Additionally, as we [removed: grow] [added: focus operations] in best cost countries, the risk for such disruptions is heightened.

The lack of [removed: even a small] [added: any] single subcomponent necessary to manufacture one of our [removed: products, for whatever reason,] [added: products] could force us to cease production, [removed: even] [added: potentially] for a prolonged period.

Similarly, a potential quality issue could force us to halt deliveries while we [added: validate the products.]

In addition, automotive sales and production can be affected by labor relations issues, regulatory requirements, trade agreements, the availability of consumer [removed: financing] [added: financing, supply chain disruptions] and other factors, including global health crises, such as the COVID-19 pandemic.

Compared to [removed: 2019,] [added: the unusually low 2020 production rates,] vehicle production in [removed: 2020 decreased] [added: 2021 increased] by [removed: 22%] [added: 2%] in [removed: Europe, 21%] [added: China, 1%] in North [removed: America, 3% in China] [added: America] and [removed: 31%] [added: 18%] in South America, our smallest [removed: region.][added: region, and decreased by 4% in Europe.]

This industry is subject to rapid technological change, vigorous competition, [added: cyclical and] short product life [removed: cycles and cyclical,] [added: cycles,] reduced consumer demand patterns and industry consolidation.

The mix of vehicle offerings by our OEM [removed: customers, which can be affected by industry consolidation,] [added: customers] also impacts our sales.

[removed: In addition, a] [added: A] decrease in consumer demand for specific types of vehicles where we have traditionally provided significant content could have a significant effect on our business and financial condition.

Furthermore, the rapidly evolving nature of the markets in which we compete has attracted, and may continue to attract, new [removed: entrants,] [added: and disruptive entrants from outside the traditional automotive supply industry,] particularly in countries such as China or in areas of evolving vehicle technologies such as automated driving [removed: technologies, which have attracted new entrants from outside the traditional automotive supply industry.][added: technologies and advanced software.]

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 [removed: technologies different than those being developed by us.]

We have identified the Asia Pacific region, and more specifically China, as a key geographic market, and have identified [added: intelligent systems software,] advanced driver assistance systems, autonomous driving technologies, mobility solutions and high voltage [added: electrification systems as key product markets.]

The pace of our development and introduction of new and improved products depends on our ability to implement [removed: successfully] improved technological innovations in design, engineering and manufacturing, which requires extensive capital investment.

We believe that for certain of our businesses, success in developing market-relevant products depends in part on [removed: their] [added: our] ability to develop and maintain collaborative relationships with other companies.

In particular, [removed: the recent formation of the] Motional [removed: autonomous driving joint venture with Hyundai] is dependent on the success of our relationship with [added: Hyundai,] our joint venture partner.

[added: If we or any of our collaborative partners terminate a collaborative arrangement, we may be required to devote additional] resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results.

Our five largest customers accounted for approximately 39% of our total net sales for the year ended December 31, [removed: 2020.][added: 2021.]

[removed: For instance,] [added: In addition,] certain United Automobile Workers (“UAW”) represented employees at GM initiated a labor strike in September 2019, lasting approximately six weeks in duration.

[removed: In addition,] [added: Furthermore,] because our customers typically have no obligation to purchase a specific quantity of parts, a decline in the production levels of any of our major customers, particularly with respect to models for which we are a significant supplier, could reduce our sales and thereby adversely affect our financial condition, operating results and cash flows.

For example, automotive production in China [removed: decreased by 3%] [added: experienced minimal growth of 2%] in [removed: 2020,] [added: 2021,] primarily due to the adverse impacts of the [removed: COVID-19 pandemic] [added: global supply chain disruptions impacting the industry] and foreign trade uncertainties, which [removed: follows] [added: followed] a decrease of [removed: 9%] [added: 3%] in the region in [removed: 2019.][added: 2020.]

If we are unable to maintain our position in the Chinese market or if vehicle sales in China continue to [added: experience minimal growth or] decrease, our business and financial results could be materially adversely affected.

In addition, our customers often reserve the right to terminate their supply contracts for convenience, which enhances their [removed: ability to obtain price reductions.]

OEMs have also possessed significant leverage over their suppliers, including us, because the automotive [added: technology and] component supply industry is highly competitive, serves a limited number of customers, has a high fixed cost base and historically has had excess capacity.

In most instances our OEM customers agree to purchase their requirements for specific products but are not required to purchase any minimum amount of [added: products from us.]

In recent periods there have been significant fluctuations in the global prices of [removed: copper and] [added: copper,] petroleum-based resin [removed: products,] [added: products] and fuel charges, which have had and may continue to have an unfavorable impact on our business, results of operations or financial condition.

We will continue efforts to pass some supply and material cost increases onto our customers, although competitive and market pressures have limited our ability to do that, particularly with [removed: domestic] [added: U.S.] OEMs, and may prevent us from doing so in the future, because our customers are generally not obligated to accept price increases that we may desire to pass along to them.

We expect to be continually challenged as demand for our principal raw materials and other supplies, including electronic components, is significantly impacted by demand in [removed: emerging] [added: key growth] markets, particularly in China.

The volume and timing of sales to our customers may vary due to: variation in demand for our customers’ products; our customers’ attempts to manage their inventory; design changes; changes in our customers’ manufacturing strategy; [removed: and] [added: our customers’ production schedules;] acquisitions of or consolidations among [removed: customers.][added: customers; and disruptions in the supply of raw materials or other supplies used in our customers’ products.]

We rely on third-party suppliers for [removed: the] components used in our products, and we rely on third-party manufacturers to manufacture certain of our assemblies and finished products.

In addition, some of our manufacturing lines are located in China or other [removed: foreign] countries that are subject to a number of additional risks and uncertainties, including increasing labor costs, which may result from market demand or other factors, and political, social and economic instability.

Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by [removed: $73] [added: $38] million as of December 31, [removed: 2020.][added: 2021.]

Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled [removed: $539] [added: $423] million at December 31, [removed: 2020,] [added: 2021,] of which [removed: $21] [added: $17] million is included in accrued liabilities, [removed: $519] [added: $435] million is included in long-term liabilities and [removed: $1] [added: $29] million is included in long-term assets in our consolidated balance sheets.

[removed: If the fair value of the] reporting unit is less than its carrying amount, 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.

[added: Significant] increases in labor costs as a result of the renegotiation of collective bargaining agreements could also adversely affect our business and harm our profitability.

Due to various factors that are beyond our control, 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 2022.

We, along with most automotive component manufacturers 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 December 31, 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.

In 2021, the pandemic continued to impact economies and communities throughout the world, including in all of the markets and regions served by Aptiv.

Although vaccines have been introduced that are expected to reduce the effect of COVID-19, governmental authorities throughout the world continue to implement numerous measures aimed at containing and mitigating the effects of the pandemic, including renewed travel bans and restrictions, quarantines, social distancing orders, “lock-down” orders and shutdowns of non-essential activities.

Although our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 pandemic in 2021, we cannot assure that this will not be the case in the future.

Further, it is possible that governmental authorities within jurisdictions in which our business operates may implement vaccination mandates which could impact our workforce and operations.

Although we cannot predict the impact of vaccination mandates, any future mandates could result in increased employee attrition, which could have a material adverse effect on our business and financial condition.

However, certain direct and indirect adverse impacts of the COVID-19 pandemic persisted throughout 2021 and are expected to continue into 2022, including the worldwide semiconductor supply shortage.

In 2021, the industry experienced a minimal increase in global production schedules, which followed the unusually low 2020 production rates.

The

lack of significant growth in 2021 was primarily due to the impacts of the global supply chain disruptions, including the worldwide semiconductor supply shortage, and follows the significant decrease in vehicle production in 2020 which was driven by the adverse impacts of the COVID-19 pandemic.

As a result, 2021 global vehicle sales and production rates continue to be significantly below historic levels.

These entrants may seek to gain access to certain vehicle technology and component markets.

Any of these new competitors may develop and introduce technologies that gain greater customer or consumer acceptance, which could adversely affect the future growth of the Company.

technologies different than those being developed by us.

If we do not continue to respond quickly and effectively to this evolutionary process our results of operations could be adversely impacted.

For instance, the COVID-19 pandemic and the worldwide semiconductor shortage adversely impacted the automotive industry in 2021 and 2020, resulting in reduced vehicle production schedules and sales from historical levels, which adversely impacted our financial condition, operating results and cash flows for the years ended December 31, 2021 and 2020.

ability to obtain price reductions.

If the fair value of the

Furthermore, management continues to monitor the volatile geopolitical environment to identify, quantify and assess threatened duties, taxes or other business restrictions which could adversely affect our business and financial results if enacted.

In addition, the failure to realize the expected benefits of any past or future acquisition or the failure to complete any pending acquisitions could adversely affect our business.

We have completed a number of acquisitions in recent years and we also expect to complete the acquisition of Wind River in mid-2022, subject to regulatory approvals and customary closing conditions.

For instance, the proposed acquisition of Wind River, which we agreed to acquire in January 2022, is subject to numerous risks and uncertainties, which may result in the failure to realize the expected benefits of the transaction.

We expect Wind River to become a foundational element of executing our business strategy as Wind River’s industry-leading software services are complementary to our existing portfolio of software solutions, advanced compute and smart architectures and we intend to establish Wind River as the cornerstone of our software strategy.

If we are not successful in establishing Wind River in this regard, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected.

In addition, we intend to acquire Wind River and pay other required fees and expenses in connection with the proposed acquisition utilizing cash on hand and proceeds from new indebtedness.

There can be no assurance that we will be able to execute such financing transactions on acceptable terms, in a timely manner or at all and the failure to do so could adversely impact our business and the success of the proposed acquisition.

This possibility, along with other risks and uncertainties, could result in the inability to complete the proposed transaction.

Any delay in the completion of the proposed transaction could also, among other things, result in additional transaction costs.

materially impacted.

Furthermore, if the benefits of an acquisition do not meet the expectations of investors or securities analysts, the market price of our ordinary shares prior to the closing of the proposed acquisition may decline.

Digital technologies are increasingly crucial to our products and our business.

Despite these proactive measures, the ultimate impact to our business continues to remain highly uncertain.

The extent to which the COVID-19 pandemic will impact our business will depend on a number of evolving factors, including the duration and spread of the pandemic, as well as the possibility of the pandemic reoccurring, actions taken by governmental authorities to restrict certain business operations, social activity and travel or other actions.

Our business may also be affected by the ultimate impacts of the pandemic on economic activity and whether recessionary conditions will persist or reoccur, consumer demand and vehicle production schedules, the ability of our supply chain to deliver in a timely and cost-effective manner, the ability of our employees, manufacturing and distribution facilities to operate efficiently and effectively, the continued viability and financial stability of our customers and suppliers and future access to capital, all of which remain uncertain.

However, during the fourth quarter of 2020, certain European and North American countries began to initiate new governmental restrictions in response to renewed pandemic impacts and concerns, and many of these restrictions have continued into the first quarter of 2021.

validate the products.

The adverse impacts of the COVID-19 pandemic led to a significant vehicle production slowdown in the first half of 2020, which was followed by increased consumer demand and vehicle production schedules in the second half of 2020, particularly in the fourth quarter.

This surge in demand led to a worldwide semiconductor supply shortage in early 2021, as semiconductor suppliers have been unable to rapidly reallocate production lines to serve the automotive industry.

We are currently assessing the potential supply chain impacts of this worldwide shortage, which may directly or indirectly impact various automotive suppliers, and correspondingly, OEM production.

We are working closely with our suppliers and customers to minimize any potential adverse impacts, and we continue to closely monitor the availability of semiconductor microchips and other component parts and raw materials, customer vehicle production schedules and any other supply chain inefficiencies that may arise, due to this or any other issue.

However, any direct or indirect supply chain disruptions may have a material adverse impact on our financial condition, results of operations or cash flows.

The automotive industry experienced decreased global customer sales and production schedules in 2020, primarily due to the adverse impacts of the COVID-19 pandemic.

For example, in January 2021, FCA and PSA executed a merger agreement to form a new, combined company (“Stellantis”), which will represent the world’s fourth largest OEM.

The merger may result in the discontinuation of certain major vehicle brands previously marketed under the separate companies, which may have a material adverse impact on our financial condition, results of operations or cash flows.

If we do not continue to innovate to develop or acquire new and compelling products that capitalize upon new technologies in response to OEM and consumer preferences, this could have an adverse impact on our results of operations.

electrification systems as key product markets.

If we or any of our collaborative partners terminate a collaborative arrangement, we may be required to devote additional

products from us.

Significant

In addition, government changes in Mexico have yielded requirements for increases in minimum wages throughout the country.

other countries in which we operate could result in social, economic and labor instability.

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.

Despite recent trade negotiations between the U.S. and Chinese governments, given the uncertainty regarding the scope and duration of the imposed tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.

The United Kingdom’s exit from the European Union may adversely affect our business and profitability.

The United Kingdom (“U.K.”) and Europe agreed to terms for the U.K.’s exit from the European Union (“E.U.”), commonly referred to as “Brexit,” on December 24, 2020 and became effective on December 31, 2020.

Under these terms, the U.K. and E.U. will continue to be able to trade on a tariff-free basis, though companies will be required to file customs and duty declarations for the cross border movement of goods, similar in nature to other border crossings.

These compliance requirements will be effective beginning in early 2021 and may take several months to complete.

During the implementation phase, our cross border shipments between the U.K. and E.U., and those of our customers and suppliers, may be subject to delays and restrictions which may adversely affect European and worldwide economic and market conditions.

Potential adverse impacts of this phase may include reduced vehicle production, reduced global market liquidity and restrictions on the ability of key market participants to operate in certain financial markets which could contribute to instability in global financial and foreign exchange markets, including increased volatility in interest rates and foreign exchange rates.

Although we do not have a material physical presence in the U.K., with less than 1% of our workforce located in the U.K. and approximately 2% of our annual net sales generated in the U.K., the potential impacts of Brexit could adversely impact other global economies, and in particular, the European economy, a region which accounted for approximately 34% of our total net sales for the year ended December 31, 2020.

We continue to actively monitor the ongoing potential impacts of Brexit and will seek to minimize the impacts on our business through review of our existing contractual arrangements and obligations, particularly in the European region.

Any of these effects of Brexit, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

We depend on information technology to conduct our business.

We rely on these systems to, among other things, make a variety of day-to-day business decisions as well as to record and process transactions, billings, payments, inventory and other data, in many currencies, on a daily basis, and across numerous and diverse markets and jurisdictions.

Additionally, certain of our products contain complex information technology systems designed to support today’s increasingly connected vehicles, and could be susceptible to similar interruptions, including the possibility of unauthorized access.

Further, as we transition to offering more cloud-based solutions which are dependent on the Internet or other networks to operate, we may increasingly be the target of cyber threats, including computer viruses or breaches due to misconduct of employees, contractors or others who have access to our networks and systems, or those of third parties with which we do business.

Although we have designed and implemented security measures to prevent and detect such unauthorized access or cyber threats from occurring, there can be no assurance that vulnerabilities will not be identified in the future, or that our security efforts will be successful.

Further, maintaining and updating these systems may require significant costs and often involves implementation, integration and security risks, including risks that we may not adequately anticipate the market or technological trends or that we may experience unexpected challenges that could cause financial, reputational and operational harm.

condition.

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 period ended December 31, [removed: 2020.][added: 2021.]

- Off-Balance Sheet Arrangements [removed: and Other Matters]

We are a leading global technology and mobility [added: 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 [removed: market,] [added: and commercial vehicle markets,] creating the software and hardware foundation for vehicle features and functionality.

We [removed: enable] [added: are focused on enabling] and [removed: deliver] [added: delivering] end-to-end smart mobility solutions, [added: enabling our customers' transition to more electrified, software-defined vehicles, accelerating the commercialization of] active safety and autonomous driving technologies and [removed: provide] [added: providing] enhanced user experience and connected services.

[removed: 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.

We are one of the largest vehicle [removed: component manufacturers,] [added: technology suppliers] and our customers include [removed: 23 of] the 25 largest automotive OEMs in the world.

We believe the Company is well-positioned for growth from increasing global vehicle production volumes, increased demand for our Safe, Green and Connected products which are being added to vehicle [removed: content,] [added: content] and new business wins with existing and new customers.

We are focused on accelerating the [added: industry’s transition to software-defined vehicles, the] commercialization of active safety, autonomous driving, enhanced user experiences and connected [removed: services,] [added: services and] providing the software, advanced computing platforms and networking architecture required to do so.

Our [added: recent] financial and business achievements [removed: in 2020] include the following:

◦Generating [removed: $2,118] [added: $1,189] million of operating income or [removed: $867] [added: $1,230] million of adjusted operating income and cash flow from operations of [removed: $1.4] [added: $1.2] billion, despite [removed: the pandemic’s negative impact on automotive production;] [added: supply chain disruptions] and [added: material inflation; and]

◦Achieving [removed: 49.64%] [added: 154.1%] total shareholder return over the period [removed: 2018] [added: 2019] through [removed: 2020,] [added: 2021,] illustrating [removed: our investors’ belief in] [added: execution of] our long-term strategy and [removed: current financial performance.][added: sustainable value creation.]

◦Maximizing our operational flexibility and profitability at all points in the normal automotive business cycle, by having approximately 97% of our hourly workforce based in best cost countries, and approximately [removed: 20%] [added: 22%] of our hourly workforce composed of [removed: temporary employees; and][added: contingent employees.]

[removed: ◦Recruiting] [added: - Recruiting] and retaining top talent from various industries, including [removed: technology.][added: technology]

[removed: ◦Furthering] [added: In March 2020, to further] our leadership position in [removed: automated driving through] the [removed: formation of the Motional autonomous] [added: automated] driving [added: space, we completed a transaction with Hyundai to form Motional, a] joint venture [removed: with Hyundai, which is] focused on the design, development and commercialization of autonomous driving [removed: technologies; and][added: technologies.]

◦Expanding our market relevant portfolio to address the industry’s top challenges, including high voltage electrification and active safety technologies; [removed: and]

Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced [removed: 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.]

We are [added: also] 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.

[removed: In an effort to further our leadership position in the automated driving space, in] [added: On] March [removed: 2020 we] [added: 26, 2020, Aptiv] completed [removed: the] [added: a] transaction with Hyundai to form [added: Motional,] a [removed: new] joint venture focused on the design, development and commercialization of autonomous driving technologies.

[removed: The joint venture operates globally under the] Motional [removed: brand name, and] brings together one of the industry’s most innovative vehicle technology providers with one of the world’s largest OEMs.

[removed: The] Motional [removed: joint venture] began testing fully driverless systems in 2020 and anticipates it will have a production-ready autonomous driving platform available for robotaxi providers, [added: meal delivery providers,] fleet operators and automotive manufacturers to test at prototype scale in 2022, with higher volumes available for deployment in 2023.

[added: In addition, Motional is involved in collaborative] arrangements with mobility providers and with smart cities such as [removed: Boston] [added: Boston, Las Vegas, Los Angeles] and Singapore as solutions are developed for the evolving nature of the mobility industry.

[removed: 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 [removed: new and emerging] [added: evolving] regulations, such as the [removed: recently released] federal guidance for automated driving systems published by the U.S. Department of Transportation.

*Capitalizing on our scale, global footprint and established position in [removed: emerging] [added: key growth] markets*.

In addition, our presence in best cost countries positions us to realize incremental margin improvements as the global balance of automotive production shifts towards [removed: emerging] [added: key growth] markets.

[removed: We intend] [added: In 2021, we continued] to [added: complete selected acquisitions and strategic investments in order to] continue to [removed: pursue selected transactions that] leverage our technology capabilities and enhance and expand our commercialization of new mobility solutions, product offerings, customer base, geographic penetration and scale to complement our current businesses, while continuing to enhance our product offerings and competitive position in growing market segments.

*COVID-19 pandemic.* The global spread of [removed: COVID-19,] [added: the COVID-19 pandemic,] which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, [removed: has] negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial [removed: markets.][added: markets in 2020 with various direct and indirect adverse impacts continuing throughout 2021 and into 2022.]

[removed: Although] [added: During 2020] we [removed: have taken] [added: 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 [removed: our] [added: the Company’s] ordinary share cash [removed: dividend,] [added: dividend and our ordinary share repurchase program,] issuing $2.3 billion combined of preferred and ordinary shares, [added: 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.]

[removed: During the year ended December 31, 2020, our net sales were adversely impacted by volume decreases of approximately 7%, primarily due to the] [added: The direct adverse] impacts [removed: resulting from] [added: of] the COVID-19 [removed: pandemic,] [added: pandemic on Aptiv,] which [added: primarily affected us in the first half of 2020,] included 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 [removed: resultant] adverse global economic [removed: impacts.][added: impacts, particularly those resulting from temporary governmental “lock-down” orders for all non-essential activities, initially in the first quarter of 2020 in China and subsequently in Europe, North America and South America.]

We [added: will] continue to actively monitor [removed: the potential supply chain impacts of this worldwide shortage] [added: all direct] and [removed: other ongoing] [added: indirect] potential impacts of [removed: COVID-19] [added: COVID-19,] and will seek to aggressively mitigate and minimize [removed: its] [added: their] impact on our business.

Global automotive vehicle production [removed: decreased 16% (19%] [added: increased 2% (flat] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”) from [removed: 2019] [added: 2020] to [removed: 2020, representing automotive vehicle production declines across all major regions during the year,] [added: 2021,] primarily due to the [removed: adverse global economic] impacts [removed: and uncertainty caused by] [added: of] the [added: global supply chain disruptions, including the] worldwide [removed: spread] [added: semiconductor supply shortage, which followed the significant decrease in vehicle production in 2020 due to the adverse impacts] of the COVID-19 pandemic.

Compared to [removed: 2019,] [added: the unusually low 2020 production rates,] vehicle production in [removed: 2020 decreased] [added: 2021 increased] by [removed: 22%] [added: 2%] in [removed: Europe, 21%] [added: China, 1%] in North [removed: America, 3% in China] [added: America] and [removed: 31%] [added: 18%] in South America, our smallest [removed: region.][added: region, and decreased by 4% in Europe.]

There have been periods of increased market volatility and [removed: moderation] [added: moderations] in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously [added: experienced.]

Despite [removed: these vehicle production declines] [added: this lack of significant growth] and the [removed: recent] 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.

[removed: 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.

Our global footprint enables us to serve the global OEMs on a worldwide basis as we gain market share with [removed: the emerging] [added: key growth] market OEMs.

Our [removed: global] operations are subject to certain risks inherent in doing business [removed: abroad,] [added: globally,] 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.

For instance, the worldwide spread of the COVID-19 pandemic [added: and variants thereof in 2020, throughout 2021 and into 2022,] has had [added: various direct and indirect] adverse impacts on our global operations, the automotive industry and economies around the world.

Most [removed: notably,] [added: notably in 2020,] the pandemic [removed: has] 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.

We deliver end-to-end mobility solutions enabling our customers' transition to more electrified, software-defined vehicles.

Proposed Acquisition of Wind River Systems, Inc.

In January 2022, the Company entered into a definitive agreement to acquire Wind River Systems, Inc. (“Wind River”), a global leader in delivering software for the intelligent edge, for approximately $4.3 billion.

The transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

With Aptiv and Wind River’s synergistic technologies and decades of experience delivering safety critical systems, the Company believes this acquisition will accelerate the journey to a software-defined future of the automotive industry.

The global supply chain disruptions currently impacting the industry, combined with the continuing uncertainties caused by the COVID-19 pandemic, created unprecedented operating challenges in 2021.

Our 2021 performance reflects our commitment to executing flawlessly for our customers despite these and other headwinds, while positioning the Company for continued outperformance as industry conditions improve.

- Enhancing our software capabilities and enabling the industry’s transition to software-defined vehicles

◦Announcing the proposed acquisition of Wind River, a global leader in delivering software for the intelligent edge, and announcing our planned investment in TTTech Auto AG, a leading provider of automotive safety-critical middleware solutions.

These actions accelerate our software strategy, broaden our portfolio of technology solutions and enable us to capitalize on opportunities requiring comprehensive software solutions.

- Leveraging our investment grade credit metrics to further enhance our capital structure and increase our financial flexibility

◦Successfully issuing $1.5 billion of 30-year, 3.10% senior unsecured notes, utilizing the proceeds to redeem our $700 million, 4.15% senior notes and our $650 million, 4.25% senior notes; and

◦Extending the maturity of our existing Credit Agreement to August 2026 in addition to being one of the first companies to integrate sustainability metrics into our financing structure.

- Generating strong results in 2021 despite the continuing impacts of the COVID-19 pandemic and global supply chain disruptions limiting global vehicle production capacity

◦Delivering sustained outperformance, with above-market sales growth of 15%, as strong demand across our portfolio continued despite the challenging operating environment;

◦Generating record new business awards of $24 billion, based on expected volumes and prices, validating our industry leading portfolio of advanced technologies;

◦Advancing a culture of diversity and inclusion, improving access to opportunities while ensuring equal pay for equal work within markets; and

◦Promoting employee health and safety through our strong safety culture and consistently achieving best-in-class lost workday case rates compared with industry peers.

◦Capturing value across the entire technology stack with the commercialization of Smart Vehicle ArchitectureTM; and

◦Announcing new carbon emissions targets to help ensure a more sustainable future which includes a commitment to become a net carbon-neutral company by 2040.

In an effort to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we entered into a definitive agreement to acquire Wind River in January 2022.

This transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

Wind River is a global leader in delivering software for the intelligent edge.

Previously, in 2021, we executed a strategic collaboration agreement with Wind River to develop a software toolchain for various automotive applications.

As a result of our substantial investments

In addition, in January 2022, the Company entered into a definitive agreement to acquire Wind River for approximately $4.3 billion.

The transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

With Aptiv and Wind River’s synergistic technologies and decades of experience delivering safety critical systems, the Company believes this acquisition will accelerate the journey to a software-defined future of the automotive industry.

Furthermore, in December 2021, Aptiv agreed to invest €200 million in TTTech Auto AG, a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications.

The transaction is expected to close in Q1 2022, subject to regulatory approvals and customary closing conditions.

Together, these actions accelerate our software strategy, broaden our portfolio of technology solutions and enable us to capitalize on opportunities requiring comprehensive software solutions.

*Accelerating an electric, zero-emissions future.* In 2021, we committed to becoming carbon-neutral in our global operations by 2030 and to achieve net carbon neutrality by 2040 as we transition away from carbon-intensive energy and processes in our global operations.

We also continue to focus on minimizing the overall environmental impact of vehicles as a key part of our overall business strategy.

We believe that this strong, foundational focus on sustainability makes Aptiv a partner

of choice for our customers, a desirable place to work for our employees and a valued contributor to the communities in which we operate.

In 2021, the pandemic continued to impact economies and communities throughout the world, including in all of the markets and regions served by Aptiv.

Although vaccines have been introduced that are expected to reduce the effect of COVID-19, governmental authorities throughout the world continue to implement numerous measures aimed at containing and mitigating the effects of the pandemic, including renewed travel bans and restrictions, quarantines, social distancing orders, “lock-down” orders and shutdowns of non-essential activities.

Although our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 pandemic in 2021, we cannot assure that this will not be the case in the future.

Further, it is possible that governmental authorities within jurisdictions in which our business operates may implement vaccination mandates which could impact our workforce and operations.

Although we cannot predict the impact of vaccination mandates, any future mandates could result in increased employee attrition, which could have a material adverse effect on our business and financial condition.

Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment.

COVID-19 affected nearly every facet of our operations.

In spite of these impacts, our 2020 performance reflects our team’s dedication and efforts to ensure the health and safety of our employees first, while positioning the Company for flawless execution for our customers as operations resumed.

Management’s actions preserved and enhanced Aptiv’s financial strength during the pandemic and generated strong returns following the restart of our global operations.

- Strengthening our balance sheet and liquidity position in order to continue to invest in value-enhancing opportunities, despite COVID-19

◦Leveraging opportunistic market pricing dynamics and strong market demand by issuing $1.15 billion of ordinary shares and $1.15 billion of 5.50% preferred shares; and

◦Extending the maturity of substantially all of our existing Credit Agreement to August 2022.

- Acting decisively in response to the global pandemic

◦Taking early and decisive actions to preserve our financial strength, including temporarily reducing executive pay, reducing capital expenditures, and suspending share repurchases and ordinary share dividends; and

◦Designing and successfully implementing our safe operations protocols, which enabled our facilities to restart safely and operate with zero production disruptions following the restart.

- Generating strong results despite the pandemic

◦Delivering sustained outperformance, with above-market sales growth of 10%, attributable to our portfolio of leading technologies aligned with secular growth drivers; and

◦Significantly enhancing our commitment to corporate sustainability.

We are focused on enabling and delivering end-to-end smart mobility solutions, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.

In addition, Motional is involved in collaborative

In order to maintain our strong liquidity position in the midst of the uncertainty caused by the COVID-19 pandemic, we completed only one acquisition in 2020.

Most notably with respect to the automotive industry, we experienced 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 69% of our net sales for 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, and North America and Europe OEM production restarted sporadically in the second quarter, however the risk of renewed government “lock-down” orders resulting in further work stoppages remains.

extending substantially all of our existing Credit Agreement’s maturity to August 2022 and actively managing costs, capital spending and working capital to further strengthen our liquidity, the ultimate impact to our business continues to remain uncertain.

For example, the adverse impacts of the COVID-19 pandemic led to a significant vehicle production slowdown in the first half of 2020, which was followed by increased consumer demand and vehicle production schedules in the second half of 2020, particularly in the fourth quarter.

This surge in demand led to a worldwide semiconductor supply shortage in early 2021, as semiconductor suppliers have been unable to rapidly reallocate production lines to serve the automotive industry.

We are working closely with our suppliers and customers to minimize any potential adverse impacts, and we continue to closely monitor the availability of semiconductor microchips and other component parts and raw materials, customer vehicle production schedules and any other supply chain inefficiencies that may arise, due to this or any other issue.

However, any direct or indirect supply chain disruptions may have a material adverse impact on our financial condition, results of operations or cash flows.

There have also been periods of increased market volatility and currency exchange rate fluctuations, both globally and most specifically within the U.K. and Europe, as a result of the U.K.’s exit from the E.U., commonly referred to as “Brexit,” the terms of which were determined on December 24, 2020 and became effective on December 31, 2020.

Under these terms, the U.K. and E.U. will continue to be able to trade on a tariff-free basis, though companies will be required to file customs and duty declarations for the cross border movement of goods, similar in nature to other border crossings.

These compliance requirements will be effective beginning in early 2021 and may take several months to complete.

During the implementation phase, our cross border shipments between the U.K. and E.U., and those of our customers and suppliers, may be subject to delays and restrictions which may adversely affect European and worldwide economic and market conditions.

Potential adverse impacts of this phase may include reduced vehicle production, reduced global market liquidity and restrictions on the ability of key market participants to operate in certain financial markets which could contribute to instability in global financial and foreign exchange markets, including increased volatility in interest rates and foreign exchange rates.

Although we do not have a material physical presence in the U.K., with less than 1% of our workforce located in the U.K. and approximately 2% of our annual net sales generated in the U.K., the potential impacts of Brexit could adversely impact other global economies, and in particular, the European economy, a region which accounted for approximately 34% of our total net sales for the year ended December 31, 2020.

We continue to actively monitor the ongoing potential impacts of Brexit and will seek to minimize the impacts on our business through review of our existing contractual arrangements and obligations, particularly in the European region.

experienced, as evidenced by the reduction in volumes in the region during the year ended December 31, 2020.

Production decreased 3% in China during 2020, primarily as a result of the COVID-19 pandemic.

Furthermore, in the fourth quarter of 2020, certain European and North American countries began to initiate new governmental restrictions in response to renewed pandemic impacts and concerns.

Many of these restrictions have continued into the first quarter of 2021, which, in combination with other actions and events, may adversely impact future operating earnings and cash flows.

These or any further political or governmental developments in response to the COVID-19 pandemic could result in social, economic and labor instability.

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.

During the year ended December 31, [removed: 2020,] [added: 2021,] the foreign currency translation adjustment [removed: gain] [added: loss] of [removed: $154] [added: $143] million was primarily due to the impact of a [removed: weakening] [added: strengthening] U.S. dollar, which [removed: decreased] [added: increased] approximately [removed: 10% and 7%, respectively,] [added: 8%] in relation to the Euro [removed: and the Chinese Yuan Renminbi] from December 31, [removed: 2019.][added: 2020.]

[removed: Currently] [added: Currently,] our most significant hedged currency exposures relate to the Mexican Peso, Chinese Yuan Renminbi, Polish [removed: Zloty] [added: Zloty, Euro] and [removed: Euro.][added: Hungarian Forint.]

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately [removed: $767] [added: $876] million and [added: $767 million, respectively.]

The potential loss in fair value for such financial instruments from a hypothetical 10% adverse change in quoted currency exchange rates would be approximately [removed: $25] [added: $34] million and [removed: $78] [added: $25] million as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The potential gain in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be approximately [removed: $31] [added: $43] million and [removed: $78] [added: $31] million as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The impact of a 10% change in rates on fair value differs from a 10% change in the net fair value [removed: asset] [added: liability] due to the existence of hedges.

The net fair value of our contracts was an asset of [removed: $35] [added: $34] million and [removed: a liability of less than $1] [added: $35] million as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by [removed: $22] [added: $36] million and [removed: $21] [added: $22] million as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

A 10% change in the net fair value [removed: liability] [added: asset] differs from a 10% change in rates on fair value due to the relative differences between the underlying commodity prices and the prices in place in our commodity swaps/average rate forward contracts.

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $321] [added: $313] million of floating rate debt, related to the Credit Agreement.

Debt to the audited consolidated financial statements included [removed: herein for additional information.][added: herein.]

The [removed: non-extended] Credit Agreement carries an interest rate, at our option, on Tranche A [removed: term loan] [added: Term Loan] borrowings of either (a) the ABR plus [removed: 0.25%] [added: 0.125%] per annum, or (b) LIBOR plus [removed: 1.25%] [added: 1.125%] per annum, and on Revolving Credit Facility borrowings of either (a) the ABR plus 0.10% per annum, or (b) LIBOR plus 1.10% per annum.

The interest rate period with respect to the LIBOR interest rate option can be set at one-, [removed: two-,] three-, or six-months as selected by us in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly.

We may elect to change the selected interest rate [added: option] over the term of the [removed: Credit Facilities] [added: credit facilities] in accordance with the provisions of the Credit Agreement.

The applicable interest rates listed above for the Revolving Credit Facility and the Tranche A Term Loan may increase or decrease from time to time in increments of [removed: 0.10%] [added: 0.01%] to [removed: 0.50%,] [added: 0.25%,] up to a maximum of [removed: 0.75%] [added: 0.50%] based on changes to our corporate credit [removed: ratings.][added: ratings or based on whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety, as further discussed in Note 11.]

[removed: Accordingly, the interest rate will fluctuate] during the term of the Credit Agreement based on changes in the Alternate Base Rate, [removed: LIBOR or] [added: LIBOR,] future changes in our corporate credit [removed: ratings.][added: ratings or the sustainability-linked targets as discussed above.]

The table below indicates interest rate sensitivity on interest expense to floating rate debt based on amounts outstanding as of December 31, [removed: 2020.][added: 2021.]

Accordingly, the interest rate will fluctuate

$1,199 million, respectively.

The Credit Agreement was amended on May 1, 2020 and extended the maturity of $1,779 million in principal amount of the Revolving Credit Facility and $298 million in principal amount of the Tranche A Term Loan from August 17, 2021 to August 17, 2022.

The maturity date of the remaining portions of the Revolving Credit Facility and Tranche A Term Loan were not extended and will mature on August 17, 2021.

Refer to Note 11.

The extended Credit Agreement carries an interest rate, at our option, on Tranche A term loan borrowings of either (a) the ABR plus 0.75% per annum, or (b) LIBOR plus 1.75% per annum, and on Revolving Credit Facility borrowings of either (a) the ABR plus 0.40% per annum, or (b) LIBOR plus 1.40% per annum.

“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv [removed: PLC,] [added: PLC (formerly known as Delphi Automotive PLC),] a public limited company formed under the laws of Jersey on May 19, [removed: 2011 as Delphi Automotive PLC,] [added: 2011,] which completed an initial public offering on November 22, [removed: 2011.][added: 2011, and its consolidated subsidiaries.]

[removed: Following] [added: On December 4, 2017, following] the [removed: Separation,] [added: spin-off of Delphi Technologies,] the [removed: remaining company] [added: Company] changed its name to Aptiv PLC and [removed: New York Stock Exchange (“NYSE”)] [added: its NYSE] symbol to “APTV.” [removed: Aptiv did not retain any equity interest in Delphi Technologies.]

Aptiv is a leading global technology and mobility [added: architecture] company primarily serving the automotive sector.

We are one of the largest vehicle [removed: component manufacturers,] [added: technology suppliers] and our customers include [removed: 23 of] the 25 largest automotive original equipment manufacturers (“OEMs”) in the world.

We operate [removed: 124] [added: 127] major manufacturing facilities and 12 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries.

We have a presence in [removed: 44] [added: 46] countries and have approximately [removed: 18,200] [added: 18,900] scientists, engineers and technicians focused on developing market relevant product solutions for our customers.

We believe the automotive industry is being shaped by rapidly increasing consumer demand for new mobility solutions, advanced [removed: technologies] [added: technologies, including software-defined vehicles,] and vehicle connectivity, as well as increasing government regulation related to vehicle safety, fuel efficiency and emissions control.

- Advanced Safety and User Experience—This segment provides critical [removed: components,] [added: technologies,] systems integration and advanced software development for vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, application [added: software and autonomous driving technologies.]

[removed: Segment Reporting] [added: Acquisitions and Divestitures] to the audited consolidated financial statements, included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report for [removed: financial information about our business segments.][added: more information.]

Our customer base includes [removed: 23 of] the 25 largest automotive OEMs in the world, and in [removed: 2020, 30%] [added: 2021, 31%] of our net sales came from the Asia Pacific region, which we have identified as a key market likely to experience substantial long-term growth.

Our ten largest platforms in [removed: 2020] [added: 2021] were with eight different OEMs.

In addition, in [removed: 2020] [added: 2021] our products were found in 19 of the 20 top-selling vehicle models in the United States (“U.S.”), in 19 of the 20 top-selling vehicle models in Europe and in 14 of the 20 top-selling vehicle models in China.

Our footprint also enables us to adapt to the regional design variations the global OEMs require [removed: and serve the emerging] [added: while also serving key growth] market OEMs.

The automotive technology and components industry provides [added: critical technologies,] components, systems, subsystems and modules to OEMs for the manufacture of new vehicles, as well as to the aftermarket for use as replacement parts for current production and older vehicles.

Compared to [removed: 2019,] [added: the unusually low 2020 production rates,] vehicle production in [removed: 2020 decreased] [added: 2021 increased] by [removed: 22%] [added: 2%] in [removed: Europe, 21%] [added: China, 1%] in North [removed: America, 3% in China] [added: America] and [removed: 31%] [added: 18%] in South America, our smallest [removed: region.][added: region, and decreased by 4% in Europe.]

[removed: Examples of new and alternative technologies that] incorporate sophisticated detection and advanced software for collision avoidance include lane departure warning systems, adaptive cruise control, gesture control and automatic braking.

Green is a key mega-trend today because of the convergence of several issues: climate change, volatility in oil prices, an increasing number of vehicles in use worldwide and recent and pending regulation [removed: outside the U.S.] [added: in every region] regarding fuel economy and greenhouse gas [added: (“GHG”)] emissions.

In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through [removed: 2021] [added: 2022] and beyond.

These [added: and other] standards will require meaningful innovation as OEMs and suppliers are challenged to find ways to improve engine management, electrical power consumption, vehicle weight and integration of alternative technologies (e.g., electric/hybrid propulsion).

We are also enabling the trend towards vehicle electrification with high voltage electrification solutions that reduce CO2 emissions and increase fuel economy, [removed: making] [added: helping to make] the world greener.

We are [added: also] 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.

In [removed: an effort] [added: March 2020,] to further our leadership position in the automated driving space, [removed: in March 2020] we completed [removed: the] [added: a] transaction with Hyundai Motor Group (“Hyundai”) to form [added: Motional, Inc. (“Motional”),] a [removed: new] joint venture focused on the design, development and commercialization of autonomous driving technologies.

[removed: The joint venture operates globally under the] Motional [removed: brand name, and] brings together one of the industry’s most innovative vehicle technology providers with one of the world’s largest OEMs.

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, [removed: reliable,] [added: reliable] and accessible reality.

[removed: The] Motional [removed: joint venture] began testing fully driverless systems in 2020 and anticipates it will have a production-ready autonomous driving platform available for robotaxi providers, [added: meal delivery 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 [removed: Boston] [added: Boston, Las Vegas, Los Angeles] and Singapore as solutions are developed for the evolving nature of the mobility industry.

While these trends are more prevalent in mature markets, [removed: the emerging] [added: certain key growth] markets are advancing rapidly towards the regulatory standards and consumer preferences of the more mature markets.

- High quality connectors are engineered primarily for use in the automotive and related markets, but also have applications in the [added: industrial, telematics,] aerospace, [removed: military] [added: defense] and [removed: telematics] [added: medical] sectors.

- Distribution systems, including hybrid high voltage systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation (which product line makes up approximately [removed: 42%,] 42% [removed: and 44%] of our total revenue for [added: each of] the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018, respectively).][added: 2019).]

This segment provides critical [removed: components,] [added: technologies,] systems integration and advanced software development for vehicle safety, security, comfort and convenience, including sensing and perception systems, [added: electronic control units, multi-domain controllers, vehicle connectivity systems, application software and autonomous driving technologies.]

Furthermore, the rapidly evolving nature of the markets in which we compete has attracted, and may continue to attract, new entrants, particularly in best cost countries such as China and in areas of evolving vehicle technologies such as [added: intelligent systems software,] automated driving and mobility solutions, which has attracted competitors from outside the traditional automotive industry.

The following table provides the percentage of net sales to our largest customers for the year ended December 31, [removed: 2020:][added: 2021:]

| Volkswagen Group (“VW”) | | | [removed: 10%] [added: 9%] | | |

| General Motors Company (“GM”) | | | [removed: 9%] [added: 8%] | | |

| SAIC General Motors Corporation Limited | | | [removed: 5%] [added: 4%] | | |

| Geely Automobile Holdings Limited | | | [removed: 5%] [added: 4%] | | |

| [removed: Tesla] [added: Tesla,] Inc. | | | [removed: 2%] [added: 4%] | | |

| Bayerische Motoren Werke AG [removed: (“BMW”)] | | | 2% | | |

(1)On January 16, 2021, [removed: FCA] [added: Fiat Chrysler Automobiles N.V. (“FCA”)] and PSA [added: Peugeot Citroën (“PSA”) PSA] executed a merger agreement to form a new, combined [removed: company (“Stellantis”).][added: company, Stellantis.]

We deliver end-to-end mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles.

Proposed Acquisition of Wind River Systems, Inc.

In January 2022, the Company entered into a definitive agreement to acquire Wind River Systems, Inc. (“Wind River”), a global leader in delivering software for the intelligent edge, for approximately $4.3 billion.

The transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

Refer to Note 20.

With Aptiv and Wind River’s synergistic technologies and decades of experience delivering safety critical systems, the Company believes this acquisition will accelerate the journey to a software-defined future of the automotive industry.

Segment Reporting to the audited consolidated financial statements for financial information about our business segments.

In addition, the industry is increasingly progressing towards software-defined vehicles becoming critical elements of the overall automotive ecosystem.

In 2021, the industry experienced a minimal increase in global production schedules which followed the unusually low 2020 production rates.

The lack of significant growth in 2021 was primarily due to the impacts of global supply chain disruptions, including the worldwide semiconductor supply shortage, and follows the significant decrease in vehicle production in 2020 which was driven by the adverse impacts of the COVID-19 pandemic.

As a result, 2021 global vehicle sales and production rates continue to be significantly below historic levels.

Examples of new and alternative technologies that

On a worldwide basis, the relevant authorities in the largest markets in which we operate have already instituted regulations requiring reductions in emissions and/or increased fuel economy.

For example, in the U.S., the Environmental Protection Agency in December 2021 finalized more stringent GHG emissions standards for passenger car and light trucks for model years 2023-2026.

In an effort to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we entered into a definitive agreement to acquire Wind River in January 2022.

The transaction is expected to close in mid-2022, subject to regulatory approvals and

customary closing conditions.

Wind River is a global leader in delivering software for the intelligent edge.

Previously, in 2021, we executed a strategic collaboration agreement with Wind River to develop a software toolchain for various automotive applications.

| Stellantis N.V. (“Stellantis”) (1) | | | 11% | | |

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 year ended December 31, 2021.

As of December 31, 2021, we have not experienced any significant shortages of raw materials, 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.

These

changes to the production environment have been primarily driven by the worldwide semiconductor shortage.

We 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.

For instance in 2021, the industry has been subjected to increased pricing pressures, specifically in relation to these commodities, which have increased significantly in price at times during the year.

In addition, we maintain a contingent workforce of 36,000 to accommodate fluctuations in customer demand.

We are a global company serving every major market worldwide, and our workforce as of December 31, 2021 is regionally aligned as follows:

- 53% in North America, with our largest presence in Mexico;

- 33% in the Europe, Middle East and Africa region, with our largest presence in Morocco and Serbia;

- 10% in the Asia Pacific region, with our largest presence in China; and

- 4% in South America, with our largest presence in Brazil.

We maintain collaborative and constructive labor relationships with our employee representatives in order to foster positive employee relations.

Aptiv is focused and intentional about building winning capabilities by empowering and supporting our people with their career development, establishing an inclusive culture that encourages open dialogue and feedback and attracting diverse and high-performing talent.

We provide our employees internal job opportunities, global rotations and stretch assignments so they may grow their careers based on their demonstrated performance and aligned to our mission, culture and values.

We review and update succession plans as part of our operating cadence and our top leadership succession plans are reviewed with the Board of Directors on an annual basis.

Based on where our managers are in their leadership career, Aptiv has established leadership programs to give them the tools to be an effective leader today and prepare them for the next challenge.

In 2021, our people completed over 48,000 hours of leadership and management training.

Our Leadership Development Program provides a holistic approach that develops business acumen and

During 2021, our employees used this system to complete approximately 498,000 individual training hours.

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 (“Delphi Technologies”), a public limited company formed to hold the spun-off business.

The completion of the Separation positioned Aptiv as a new mobility provider focused on solving the complex challenges associated with safer, greener and more connected transportation.

At the core of our capabilities is the software and vehicle architecture expertise that enables the advanced safety, automated driving, user experience, and connected services that are enabling the future of mobility.

We enable and deliver end-to-end smart mobility solutions, active safety and autonomous driving technologies and provide enhanced user experience and connected services.

In line with the long-term growth in emerging markets, we have been increasing our focus on these markets, particularly in China, where we have a major manufacturing base and strong customer relationships.

software and autonomous driving technologies.

In 2020, the industry experienced decreased global customer sales and production schedules, primarily due to the impacts of the COVID-19 pandemic.

The adverse impacts to Aptiv of the pandemic, which primarily affected us in the first half of 2020, included 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 in the second quarter.

Adverse impacts of the COVID-19 pandemic from the first half of 2020 were partially offset by increased consumer demand and vehicle production schedules in the second half of 2020, particularly in the fourth quarter.

On a worldwide basis, the relevant authorities in the European Union, the United Kingdom, China, India, Japan, Brazil, South Korea and Argentina have already instituted regulations requiring reductions in emissions and/or increased fuel economy, with the U.S. expected to introduce new regulations in the near future.

electronic control units, multi-domain controllers, vehicle connectivity systems, application software and autonomous driving technologies.

| Fiat Chrysler Automobiles N.V. (“FCA”) (1) | | | 8% | | |

| PSA Peugeot Citroën (“PSA”) (1) | | | 4% | | |

On a combined basis, the formerly separate companies accounted for 12% of Aptiv’s net sales for the year ended December 31, 2020.

Accordingly, our results reflect this seasonality.

In addition, we maintain an alternative workforce of 33,000 contract and temporary workers.

As part of our focus on the retention of employees, we believe in being strategic and intentional in our efforts to provide talented and diverse individuals an opportunity to leverage their demonstrated performance and to gain sustainable leadership qualities aligned to our mission, culture and values.

We have developed robust succession plans for our top leadership.

In addition, we offer several development programs targeting various career development needs.

Aptiv continually evaluates the culture, values and behaviors we believe are core to enabling a thriving environment for our employees.

To establish expectations and clarity regarding the culture we are shaping, as well as the behaviors we measure in our talent evaluation system, several thousand of our top leaders have participated in global culture workshops led by our chief executive officer (“CEO”) and chief human resources officer (“CHRO”).

Our CEO and CHRO review succession and talent development plans, as well as diversity and inclusion, with our Board of Directors annually.

*David Paja*, 51, is senior vice president of Aptiv and president of Advanced Safety and User Experience, effective February 2017.

He was most recently president of Honeywell Security & Fire, a global leader in electronic detection and prevention technologies for residential, commercial, and industrial applications from 2015 to 2017.

From 2012 to 2014, he served Honeywell’s Transportation Systems segment as vice president and general manager for China and India.

Mr. Paja was instrumental in enhancing Honeywell’s Internet of Things capabilities with advanced software and connectivity technologies, serving millions of connected homes and buildings worldwide.

He began his Honeywell career in 2003 and held several leadership positions of increasing responsibility.

Before joining Honeywell, Mr. Paja held several positions at Valeo Automotive.

He was named to his current position in October 2009 and previously was vice president, general counsel from October 2005 to October 2009.

He was appointed chief compliance officer in January 2006.

Prior to joining Aptiv, Mr. Sherbin was vice president, general counsel and secretary for PulteGroup, Inc., a national homebuilder, from January 2005 through September

2005.

Mr. Sherbin joined Federal-Mogul Corporation in 1997 and was named senior vice president, general counsel, secretary and chief compliance officer in 2003.

Aptiv conducts business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, [added: health and safety,] tax and customs laws, as well as a variety of state and local laws.

As of December 31, [removed: 2020,] [added: 2021,] the majority of claims asserted against [added: Aptiv in Brazil relate to such litigation.]

As of December 31, [removed: 2020,] [added: 2021,] claims totaling approximately [removed: $105] [added: $95] million (using December 31, [removed: 2020] [added: 2021] foreign currency rates) have been asserted against Aptiv in Brazil.

As of December 31, [removed: 2020,] [added: 2021,] the Company maintains accruals for these asserted claims of $20 million (using December 31, [removed: 2020] [added: 2021] foreign currency rates).

The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to [removed: $85] [added: $75] million.

Aptiv in Brazil relate to such litigation.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| [removed: 4.250%] [added: 3.100%] Senior Notes due [removed: 2026] [added: 2051] | | | | | | APTV | | | | | | New York Stock Exchange | | |

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $20,958,040,169] [added: $42,398,905,595] (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 January [removed: 29, 2021,] [added: 28, 2022,] was [removed: 270,025,374.][added: 270,514,140.]

Portions of the registrant’s definitive Proxy Statement related to the [removed: 2021] [added: 2022] Annual General Meeting of Shareholders to be filed subsequently are incorporated by reference into Part III of this Form 10-K.

| [added: Part I] | | | [removed: Part I] | | | | | |

| Item 1. | | | [removed: [Business](#i8174ca128a674d78a499404cfe9cfa57_16)] [added: [Business](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_16)] | | | [removed: [4](#i8174ca128a674d78a499404cfe9cfa57_16)] [added: [4](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_16)] | | |

| Supplementary Item. | | | [Executive Officers of the [removed: Registrant](#i8174ca128a674d78a499404cfe9cfa57_19)] [added: Registrant](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_19)] | | | [removed: [12](#i8174ca128a674d78a499404cfe9cfa57_19)] [added: [13](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8174ca128a674d78a499404cfe9cfa57_22)] [added: Factors](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_22)] | | | [removed: [14](#i8174ca128a674d78a499404cfe9cfa57_22)] [added: [15](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8174ca128a674d78a499404cfe9cfa57_25)] [added: Comments](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_25)] | | | [removed: [26](#i8174ca128a674d78a499404cfe9cfa57_25)] [added: [27](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_25)] | | |

| Item 2. | | | [removed: [Properties](#i8174ca128a674d78a499404cfe9cfa57_28)] [added: [Properties](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_28)] | | | [removed: [26](#i8174ca128a674d78a499404cfe9cfa57_28)] [added: [27](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8174ca128a674d78a499404cfe9cfa57_31)] [added: Proceedings](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_31)] | | | [removed: [26](#i8174ca128a674d78a499404cfe9cfa57_31)] [added: [28](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8174ca128a674d78a499404cfe9cfa57_34)] [added: Disclosures](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_34)] | | | [removed: [27](#i8174ca128a674d78a499404cfe9cfa57_34)] [added: [28](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_34)] | | |

| [added: Part II] | | | [removed: Part II] | | | | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8174ca128a674d78a499404cfe9cfa57_40)] [added: Securities](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_43)] | | | [removed: [28](#i8174ca128a674d78a499404cfe9cfa57_40)] [added: [29](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8174ca128a674d78a499404cfe9cfa57_46)] [added: Operations](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_49)] | | | [removed: [32](#i8174ca128a674d78a499404cfe9cfa57_46)] [added: [30](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8174ca128a674d78a499404cfe9cfa57_70)] [added: Risk](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_76)] | | | [removed: [60](#i8174ca128a674d78a499404cfe9cfa57_70)] [added: [58](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8174ca128a674d78a499404cfe9cfa57_73)] [added: Data](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_79)] | | | [removed: [62](#i8174ca128a674d78a499404cfe9cfa57_73)] [added: [61](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_79)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i8174ca128a674d78a499404cfe9cfa57_235)] [added: Disclosure](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_229)] | | | [removed: [129](#i8174ca128a674d78a499404cfe9cfa57_235)] [added: [126](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_229)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8174ca128a674d78a499404cfe9cfa57_238)] [added: Procedures](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_232)] | | | [removed: [129](#i8174ca128a674d78a499404cfe9cfa57_238)] [added: [126](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_232)] | | |

| Item 9B. | | | [Other [removed: Information](#i8174ca128a674d78a499404cfe9cfa57_241)] [added: Information](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_235)] | | | [removed: [130](#i8174ca128a674d78a499404cfe9cfa57_241)] [added: [126](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_235)] | | |

| [added: Part III] | | | [removed: Part III] | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8174ca128a674d78a499404cfe9cfa57_247)] [added: Governance](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_241)] | | | [removed: [131](#i8174ca128a674d78a499404cfe9cfa57_247)] [added: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_241)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8174ca128a674d78a499404cfe9cfa57_250)] [added: Compensation](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_244)] | | | [removed: [131](#i8174ca128a674d78a499404cfe9cfa57_250)] [added: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_244)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8174ca128a674d78a499404cfe9cfa57_253)] [added: Matters](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_247)] | | | [removed: [131](#i8174ca128a674d78a499404cfe9cfa57_253)] [added: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_247)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i8174ca128a674d78a499404cfe9cfa57_256)] [added: Independence](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_250)] | | | [removed: [131](#i8174ca128a674d78a499404cfe9cfa57_256)] [added: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_250)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i8174ca128a674d78a499404cfe9cfa57_259)] [added: Services](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_253)] | | | [removed: [131](#i8174ca128a674d78a499404cfe9cfa57_259)] [added: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_253)] | | |

| [added: Part IV] | | | [removed: Part IV] | | | | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i8174ca128a674d78a499404cfe9cfa57_265)] [added: Schedules](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_259)] | | | [removed: [132](#i8174ca128a674d78a499404cfe9cfa57_265)] [added: [128](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_259)] | | |

This Annual Report on Form 10-K, 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 [removed: performance.][added: performance including the potential impact of the proposed acquisition of Wind River Systems, Inc. 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.]

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 [removed: market and resulting from the United Kingdom’s exit from the European Union, commonly referred to as “Brexit”;] [added: market;] uncertainties posed by the [removed: novel coronavirus (COVID-19)] [added: 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 [added: and other components] integral to the Company’s [removed: products;] [added: products, including] the [added: 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.

| Item 6. | | | [\[Reserved\]](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_46) | | | [30](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_46) | | |

| Item 6. | | | [Selected Financial Data](#i8174ca128a674d78a499404cfe9cfa57_43) | | | [29](#i8174ca128a674d78a499404cfe9cfa57_43) | | |

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.

As of December 31, [removed: 2020,] [added: 2021,] we owned or leased [removed: 124] [added: 127] major manufacturing sites and 12 major technical centers.

We have a presence in [removed: 44] [added: 46] countries.

| Signal and Power Solutions | | | [removed: 43] [added: 44] | | | | | | [removed: 34] [added: 35] | | | | | | [removed: 31] [added: 32] | | | | | | 5 | | | | | | [removed: 113] [added: 116] | | |

Of our [removed: 124] [added: 127] major manufacturing sites and 12 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, [removed: 63] [added: 62] are primarily owned and [removed: 73] [added: 77] are primarily leased.

| Total | | | 46 | | | | | | 40 | | | | | | 36 | | | | | | 5 | | | | | | 127 | | |

| Total | | | 45 | | | | | | 39 | | | | | | 35 | | | | | | 5 | | | | | | 124 | | |

As of January [removed: 29, 2021,] [added: 28, 2022,] there were 2 shareholders of record of our ordinary shares.

The following graph reflects the comparative changes in the value from December 31, [removed: 2015] [added: 2016] through December 31, [removed: 2020,] [added: 2021,] assuming an initial investment of $100 and the reinvestment of dividends, if any in (1) our ordinary shares, (2) the S&P 500 index and (3) the Automotive Peer Group.

Historical share prices of our ordinary shares have been adjusted to reflect the [removed: Separation.][added: separation of Delphi Technologies.]

[removed: ][added: ]

* $100 invested on December 31, [removed: 2015] [added: 2016] in our stock or in the relevant index, including reinvestment of dividends.

Fiscal year ended December 31, [removed: 2020.][added: 2021.]

(3)Automotive Peer Group – Adient Plc, American Axle & Manufacturing Holdings Inc, Aptiv PLC, [removed: Borgwarner] [added: Arcimoto] Inc, [removed: Cooper Tire & Rubber] [added: Blink Charging] Co, [added: Borgwarner Inc, Canoo Inc, Carparts.Com Inc,] Cooper-standard Holdings Inc, Dana Inc, Dorman Products Inc, [added: Driven Brands Holdings Inc, Fisker Inc,] Ford Motor Co, General Motors Co, Gentex Corp, Gentherm Inc, Genuine Parts Co, Goodyear Tire & Rubber Co, Lear Corp, Lkq Corp, [removed: Meritor] [added: Lordstown Motors Corp, Monro] Inc, Motorcar Parts Of America Inc, [added: Quantumscape Corp, Rivian Automotive Inc, Romeo Power Inc,] Standard Motor Products Inc, Stoneridge Inc, Tenneco Inc, Tesla Inc, Visteon [removed: Corp][added: Corp, XL Fleet Corp, Xpel Inc.]

| Company Index | | | | | | | | | | | | December 31, [removed: 2015 | | | | | | December 31,] 2016 | | | | | | December 31, 2017 | | | | | | December 31, 2018 | | | | | | December 31, 2019 | | | | | | December 31, 2020 | | | | | | [added: December 31, 2021 | | |]

| Equity compensation plans approved by security holders | | | | | | [removed: 2,087,438] [added: 1,717,469] | | | (1) | | | | | | $ | — | | (2) | | | | | | [removed: 13,745,696] [added: 13,358,541] | | | (3) | | |

(1)Includes (a) [removed: 51,674] [added: 17,589] outstanding restricted stock units granted to our Board of Directors and (b) [removed: 2,035,764] [added: 1,699,880] outstanding time- and performance-based restricted stock units granted to our employees.

There were no repurchases of equity securities during the quarter ended December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] approximately $2,013 million remained available for repurchases pursuant to these programs.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Aptiv PLC (1) | | | | | | | | | | | | $ | 100.00 | | | | | $ | 152.79 | | | | | $ | 111.99 | | | | | $ | 174.56 | | | | | $ | 240.06 | | | | | $ | 303.92 | |

| S&P 500 (2) | | | | | | | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| Automotive Peer Group (3) | | | | | | | | | | | | 100.00 | | | | | | 123.82 | | | | | | 99.44 | | | | | | 122.82 | | | | | | 394.17 | | | | | | 566.59 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | 1,717,469 | | | | | | | | | — | | | | | | | | | 13,358,541 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Aptiv PLC (1) | | | | | | | | | | | | $ | 100.00 | | | | | $ | 79.94 | | | | | $ | 121.83 | | | | | $ | 89.29 | | | | | $ | 139.19 | | | | | $ | 191.42 | | | | |

| S&P 500 (2) | | | | | | | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | | | | |

| Automotive Peer Group (3) | | | | | | | | | | | | 100.00 | | | | | | 99.50 | | | | | | 123.77 | | | | | | 98.95 | | | | | | 122.30 | | | | | | 393.86 | | | | | |

| Total | | | | | | 2,087,438 | | | | | | | | | — | | | | | | | | | 13,745,696 | | | | | |

Not applicable.

The following selected consolidated financial data were derived from our audited consolidated financial statements and should be read in conjunction with, and are qualified by reference to, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included elsewhere in this Annual Report.

The financial information presented may not be indicative of our future performance.

The assets and liabilities and operating results for the previously reported Powertrain Systems and Thermal Systems segments have been reclassified as discontinued operations separate from the Company’s continuing operations for all periods presented.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (dollars and shares in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Statements of operations data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 13,066 | | | | | $ | 14,357 | | | | | $ | 14,435 | | | | | $ | 12,884 | | | | | $ | 12,274 | |

| Depreciation and amortization (1) | | | 764 | | | | | | 717 | | | | | | 676 | | | | | | 546 | | | | | | 489 | | |

| Operating income (2) | | | 2,118 | | | | | | 1,276 | | | | | | 1,473 | | | | | | 1,416 | | | | | | 1,539 | | |

| Interest expense | | | (164) | | | | | | (164) | | | | | | (141) | | | | | | (140) | | | | | | (155) | | |

| Income from continuing operations | | | 1,822 | | | | | | 1,009 | | | | | | 1,107 | | | | | | 1,063 | | | | | | 868 | | |

| Income from discontinued operations, net of tax | | | — | | | | | | — | | | | | | — | | | | | | 365 | | | | | | 458 | | |

| Net income | | | 1,822 | | | | | | 1,009 | | | | | | 1,107 | | | | | | 1,428 | | | | | | 1,326 | | |

| Net income attributable to noncontrolling interest | | | 18 | | | | | | 19 | | | | | | 40 | | | | | | 73 | | | | | | 69 | | |

| Net income attributable to Aptiv | | | 1,804 | | | | | | 990 | | | | | | 1,067 | | | | | | 1,355 | | | | | | 1,257 | | |

| Mandatory Convertible Preferred Share dividends | | | (35) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net income attributable to ordinary shareholders | | | 1,769 | | | | | | 990 | | | | | | 1,067 | | | | | | 1,355 | | | | | | 1,257 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 6.72 | | | | | $ | 3.85 | | | | | $ | 4.04 | | | | | $ | 3.82 | | | | | $ | 3.05 | |

| Discontinued operations | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 1.55 | | |

| Basic net income per share attributable to ordinary shareholders | | | $ | 6.72 | | | | | $ | 3.85 | | | | | $ | 4.04 | | | | | $ | 5.07 | | | | | $ | 4.60 | |

| Diluted net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 6.66 | | | | | $ | 3.85 | | | | | $ | 4.02 | | | | | $ | 3.81 | | | | | $ | 3.05 | |

| Discontinued operations | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 1.54 | | |

| Diluted net income per share attributable to ordinary shareholders | | | $ | 6.66 | | | | | $ | 3.85 | | | | | $ | 4.02 | | | | | $ | 5.06 | | | | | $ | 4.59 | |

| Weighted average shares outstanding | | | 263 | | | | | | 257 | | | | | | 264 | | | | | | 267 | | | | | | 273 | | |

| Cash dividends declared and paid per ordinary share | | | $ | 0.22 | | | | | $ | 0.88 | | | | | $ | 0.88 | | | | | $ | 1.16 | | | | | $ | 1.16 | |

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| Other financial data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | $ | 584 | | | | | $ | 781 | | | | | $ | 846 | | | | | $ | 698 | | | | | $ | 657 | |

| Adjusted operating income (3) | | | 867 | | | | | | 1,548 | | | | | | 1,751 | | | | | | 1,594 | | | | | | 1,623 | | |

| Adjusted operating income margin (4) | | | 6.6 | | % | | | | 10.8 | | % | | | | 12.1 | | % | | | | 12.4 | | % | | | | 13.2 | | % |

| Net cash provided by operating activities (5) | | | $ | 1,413 | | | | | $ | 1,624 | | | | | $ | 1,628 | | | | | $ | 1,468 | | | | | $ | 1,941 | |

We have audited the accompanying consolidated balance sheets of Aptiv PLC (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 8, 2021] [added: 7, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Notes 2 and 14, the Company establishes reserves for uncertain tax positions for positions that are taken on their income tax returns that might not be sustained upon examination by the taxing authorities. At December 31, [removed: 2020,] [added: 2021,] the Company has recorded approximately [removed: $231] [added: $224] million relating to uncertain tax positions. 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. The Company identifies its certain and uncertain tax positions and then evaluates the recognition and measurement steps to determine the amount that should be recognized. The Company then evaluates uncertain tax positions in subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs. | | |

| | | | Auditing the uncertain tax positions is complex because of the judgmental nature of the tax accruals and various other tax return positions that might not be sustained upon review by taxing authorities. The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world due to its complex global footprint. Taxing jurisdictions significant to Aptiv include [removed: China,] Barbados, [removed: Luxembourg,] [added: China,] Germany, [removed: Mexico, the U.S.,] Ireland, [added: Luxembourg, Mexico,] South [removed: Korea and] [added: Korea,] the U.K. [added: and the U.S.] | | |

| *Description of the Matter* | | | As described in Notes 2 and [removed: 25,] [added: 24,] Aptiv occasionally enters into pricing agreements with its customers that provide for price reductions, some of which are conditional upon achieving certain joint cost saving targets. In addition, from time to time, Aptiv makes payments to customers in conjunction with ongoing business. Revenue is recognized based on the agreed-upon price at the time of shipment, and sales incentives, allowances and certain customer payments are recognized as a reduction to revenue at the time of the commitment to provide such incentives or make these payments. Certain other customer payments or upfront fees are considered to be a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the payments to be recoverable. In these cases, the customer payment is capitalized and amortized to revenue based on the transfer of goods and services to the customer for which the upfront payment relates. As of December 31, [removed: 2020,] [added: 2021,] Aptiv has recorded [removed: $116] [added: $92] million related to these capitalized upfront payments. Auditing the accounting for and completeness of arrangements containing elements such as sales incentives, allowances and customer payments, including the appropriate timing and presentation of adjustments to revenue as well as costs to obtain a contract is judgmental due to the unique facts and circumstances involved in each revenue arrangement, as well as on-going commercial negotiations with customers. | | |

| [added: Gain on autonomous driving joint venture (Note 20)] | | | [removed: Autonomous Driving Joint Venture] | | | [added: | | | | | | | | | — | | | | | | (1,434) | | | | | | — | | |]

[removed: | *Description of the Matter* | | | As described in Note 24, on March 26, 2020, Aptiv completed a transaction with] Hyundai [removed: Motor Group 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 [removed: 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] [added: Motional] 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 [removed: the entity. | | |][added: Motional.]

We have audited Aptiv PLC’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Aptiv PLC (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule and our report dated February [removed: 8, 2021] [added: 7, 2022] expressed an unqualified opinion thereon.

| | | | | | | | | | [removed: | | | | | |] 2020 | | | | | | 2019 | | | | | | [removed: 2018] | | |

| Net sales | | | | | | | | | | | | | | | $ | [removed: 13,066] [added: 15,618] | | | | | $ | [removed: 14,357] [added: 13,066] | | | | | $ | [removed: 14,435] [added: 14,357] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 11,126] [added: 13,182] | | | | | | [removed: 11,711] [added: 11,126] | | | | | | [removed: 11,706] [added: 11,711] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 976] [added: 1,075] | | | | | | [removed: 1,076] [added: 976] | | | | | | [removed: 993] [added: 1,076] | | |

| Amortization | | | | | | | | | | | | | | | [removed: 144] [added: 148] | | | | | | [removed: 146] [added: 144] | | | | | | [removed: 154] [added: 146] | | |

| Restructuring (Note 10) | | | | | | | | | | | | | | | [removed: 136] [added: 24] | | | | | | [removed: 148] [added: 136] | | | | | | [removed: 109] [added: 148] | | |

| Gain on autonomous driving joint [removed: venture (Note 24) | | | | | |] [added: venture, net] | | | [added: —] | | | | | | (1,434) | | | | | | — | | | [removed: | | | — | | |]

| Total operating expenses | | | | | | | | | | | | | | | [removed: 10,948] [added: 14,429] | | | | | | [removed: 13,081] [added: 10,948] | | | | | | [removed: 12,962] [added: 13,081] | | |

| Operating income | | | | | | | | | | | | | | | [removed: 2,118] [added: 1,189] | | | | | | [removed: 1,276] [added: 2,118] | | | | | | [removed: 1,473] [added: 1,276] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (164)] [added: (150)] | | | | | | (164) | | | | | | [removed: (141)] [added: (164)] | | |

| Other [added: (expense)] income, net (Note 19) | | | | | | | | | | | | | | | [removed: —] [added: (129)] | | | | | | [removed: 14] [added: —] | | | | | | [removed: 2] [added: 14] | | |

| Income before income taxes and equity (loss) income | | | | | | | | | | | | | | | [removed: 1,954] [added: 910] | | | | | | [removed: 1,126] [added: 1,954] | | | | | | [removed: 1,334] [added: 1,126] | | |

| Income tax expense | | | | | | | | | | | | | | | [removed: (49)] [added: (101)] | | | | | | [removed: (132)] [added: (49)] | | | | | | [removed: (250)] [added: (132)] | | |

| Income before equity (loss) income | | | | | | | | | | | | | | | [removed: 1,905] [added: 809] | | | | | | [removed: 994] [added: 1,905] | | | | | | [removed: 1,084] [added: 994] | | |

| Equity (loss) income, net of tax | | | | | | | | | | | | | | | [removed: (83)] [added: (200)] | | | | | | [removed: 15] [added: (83)] | | | | | | [removed: 23] [added: 15] | | |

| Net income | | | | | | | | | | | | | | | [removed: 1,822] [added: 609] | | | | | | [removed: 1,009] [added: 1,822] | | | | | | [removed: 1,107] [added: 1,009] | | |

| Net income attributable to noncontrolling interest | | | | | | | | | | | | | | | [removed: 18] [added: 19] | | | | | | [removed: 19] [added: 18] | | | | | | [removed: 40] [added: 19] | | |

| Net income attributable to Aptiv | | | | | | | | | | | | | | | [removed: 1,804] [added: 590] | | | | | | [removed: 990] [added: 1,804] | | | | | | [removed: 1,067] [added: 990] | | |

| Mandatory [removed: Convertible Preferred Share] [added: convertible preferred share] dividends (Note 15) | | | | | | | | | | | | | | | [removed: (35)] [added: (63)] | | | | | | [removed: —] [added: (35)] | | | | | | — | | |

| Net income attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 1,769] [added: 527] | | | | | $ | [removed: 990] [added: 1,769] | | | | | $ | [removed: 1,067] [added: 990] | |

| Basic net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Basic net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 6.72] [added: 1.95] | | | | | $ | [removed: 3.85] [added: 6.72] | | | | | $ | [removed: 4.04] [added: 3.85] | |

| Weighted average number of basic shares outstanding | | | | | | | | | | | | | | | [removed: 263.43] [added: 270.46] | | | | | | [removed: 256.81] [added: 263.43] | | | | | | [removed: 264.41] [added: 256.81] | | |

| Diluted net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 6.66] [added: 1.94] | | | | | $ | [removed: 3.85] [added: 6.66] | | | | | $ | [removed: 4.02] [added: 3.85] | |

| Weighted average number of diluted shares outstanding | | | | | | | | | | | | | | | [removed: 270.70] [added: 271.22] | | | | | | [removed: 257.39] [added: 270.70] | | | | | | [removed: 265.22] [added: 257.39] | | |

| | | | | | | | | | | | | | | | [removed: | | | 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net income | | | | | | | | | | | | | | | | | | $ | [removed: 1,822] [added: 609] | | | | | $ | [removed: 1,009] [added: 1,822] | | | | | $ | [removed: 1,107] [added: 1,009] | |

| Other comprehensive [removed: income (loss):] [added: (loss) income:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Currency translation adjustments | | | | | | | | | | | | | | | | | | [removed: 154] [added: (143)] | | | | | | [removed: (45)] [added: 154] | | | | | | [removed: (194)] [added: (45)] | | |

February 7, 2022

| Inventories | | | (710) | | | | | | (8) | | | | | | 8 | | |

| Proceeds from sale of technology investments | | | 22 | | | | | | — | | | | | | — | | |

| Contingent consideration payments | | | (24) | | | | | | — | | | | | | — | | |

| Balance at January 1, 2021 | | | 270 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,897 | | | | | $ | 4,550 | | | | | $ | (545) | | | | | $ | 7,905 | | | | | $ | 195 | | | | | $ | 8,100 | |

| Mandatory convertible preferred share cumulative dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (63) | | | | | | — | | | | | | (63) | | | | | | — | | | | | | (63) | | |

| Balance at December 31, 2021 | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,939 | | | | | $ | 5,077 | | | | | $ | (672) | | | | | $ | 8,347 | | | | | $ | 214 | | | | | $ | 8,561 | |

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The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

We deliver end-to-end mobility solutions enabling our customers' transition to more electrified, software-defined vehicles.

Aptiv's investments in publicly traded equity securities totaled $66 million as of December 31, 2021 and are classified within other long-term assets in the consolidated balance sheet.

There were no publicly traded equity securities held as of December 31, 2020.

reconciliation, payment confirmation and dispute resolution.

The right-of-use asset represents the lessee’s right to use a specified asset for the

In determining the provision for income taxes for financial

There were no net foreign currency transaction gains or losses for the year ended December 31, 2021.

Contract termination costs and certain early termination lease costs are recorded when contracts are terminated.

| Stellantis (1) | | | 11 | | % | | | | 12 | | % | | | | 13 | | % | | | | | | | $ | 317 | | | | | $ | 352 | |

| VW | | | 9 | | % | | | | 10 | | % | | | | 9 | | % | | | | | | | 163 | | | | | | 216 | | |

| GM | | | 8 | | % | | | | 9 | | % | | | | 9 | | % | | | | | | | 208 | | | | | | 200 | | |

Net sales to FCA and PSA before the date of the merger are included in net sales to Stellantis in the table above for each year presented.

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 issued accounting pronouncements not yet adopted—In November 2021, the FASB issued ASU 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance*.

This guidance is intended to improve the transparency of government assistance received by most business entities by requiring disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on the

registrant’s financial statements.

The Company is currently evaluating the effects that the adoption of ASU 2021-10 will have on the Company’s consolidated financial statements.

| | | | 2021 | | | | | | 2020 | | |

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.

| Equity investments without readily determinable fair values: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other investments | | | | | | Various | | | | | | | | | | | | | | | 5 | | | | | | 4 | | |

| Total equity investments without readily determinable fair values | | | | | | | | | | | | | | | | | | | | | 30 | | | | | | 113 | | |

| Publicly traded equity securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Otonomo Technologies Ltd. (2) | | | | | | Advanced Safety and User Experience | | | | | | | | | | | | | | | 39 | | | | | | — | | |

| Valens Semiconductor Ltd. (2) | | | | | | Signal and Power Solutions | | | | | | | | | | | | | | | 16 | | | | | | — | | |

| Total publicly traded equity securities | | | | | | | | | | | | | | | | | | | | | 66 | | | | | | — | | |

| Total investments | | | | | | | | | | | | | | | $ | 96 | | | | | $ | 113 | | | | | | | |

(1)During the year ended December 31, 2021, Aptiv exchanged its investment in Krono-Safe, SAS as part of the consideration paid to acquire Krono-Safe Automotive, SAS.

See below for further details.

| --- | --- | --- | --- | --- | --- |

| | | | 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, 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. Auditing the Company's accounting for the transaction involved subjective auditor judgment due to the significant estimation required in management’s determination of the fair value of joint venture, including the fair value and allocation of identified intangible assets contributed by Aptiv and Hyundai. The significant estimation was primarily due to the sensitivity of the fair value to underlying assumptions including discount rates, projected revenue growth rates and profit margins. These assumptions relate to the future performance of the joint venture, are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the transaction. This included testing controls over management’s review of the valuation of joint venture, including the review of the valuation model and significant assumptions and prospective financial information used within the valuation. To test the fair value of the joint venture, our audit procedures included, among others, evaluating the Company's use of valuation methodologies, challenging the significant assumptions made by management, including the prospective financial information and testing the completeness and accuracy of the underlying data. We involved our valuation specialists to assist in testing certain significant assumptions used to value the joint venture and its intangible assets. Our procedures included among others, comparing significant management assumptions to current industry and market trends, historical results of the contributed business and to other relevant factors. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions. In addition, complex and challenging auditor judgment was required in evaluating the internally developed estimates and assumptions used in the model because there was limited observable market information. | | |

February 8, 2021

February 8, 2021

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| Assets held for sale (Note 24) | | | — | | | | | | 532 | | |

| Liabilities held for sale (Note 24) | | | — | | | | | | 43 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on autonomous driving joint venture, net | | | (1,434) | | | | | | — | | | | | | — | | |

| Inventories | | | (8) | | | | | | 8 | | | | | | (120) | | |

| Net cash used in operating activities from discontinued operations | | | — | | | | | | — | | | | | | (12) | | |

| Net cash provided by operating activities | | | 1,413 | | | | | | 1,624 | | | | | | 1,628 | | |

| Balance at January 1, 2018 | | | 266 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 1,649 | | | | | $ | 2,118 | | | | | $ | (471) | | | | | $ | 3,299 | | | | | $ | 218 | | | | | $ | 3,517 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,067 | | | | | | — | | | | | | 1,067 | | | | | | 40 | | | | | | 1,107 | | |

| Dividends on ordinary shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | (176) | | | | | | — | | | | | | (174) | | | | | | — | | | | | | (174) | | |

| Dividend payments of consolidated affiliates to minority shareholders | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (39) | | | | | | (39) | | |

| Repurchase of ordinary shares | | | (7) | | | | | | — | | | | | | — | | | | | | — | | | | | | (35) | | | | | | (464) | | | | | | — | | | | | | (499) | | | | | | — | | | | | | (499) | | |

| Distribution of Delphi Technologies | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (25) | | | | | | — | | | | | | (25) | | | | | | — | | | | | | (25) | | |

| Adjustment for recently adopted accounting pronouncements | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9) | | | | | | — | | | | | | (9) | | | | | | — | | | | | | (9) | | |

| Balance at December 31, 2018 | | | 260 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 1,639 | | | | | $ | 2,511 | | | | | $ | (694) | | | | | $ | 3,459 | | | | | $ | 211 | | | | | $ | 3,670 | |

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.

In April 2018, primarily as a result of the impact of the Separation on the Company’s U.K. presence and the centralization of the Company’s non-manufacturing European footprint, along with the long-term stability of the financial and regulatory environment in Ireland and uncertainties regarding the exit of the U.K. from the European Union, Aptiv PLC changed its tax residence from the U.K. to Ireland.

Aptiv PLC remains a public limited company incorporated under the laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission reporting requirements and prepare its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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.

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.

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.

Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.

Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2020.][added: 2021.]

Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2020.][added: 2021.]

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework (2013).” Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

Ernst & Young LLP has issued an attestation report which is included herein as the Report of Independent Registered Public Accounting Firm under the section headed Financial Statements and Supplementary Data for the year ended December 31, [removed: 2020.][added: 2021.]

There were no material changes in the Company’s internal control over financial reporting, identified in connection with management’s evaluation of internal control over financial reporting, that occurred during the quarter and year ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The information called for by Item 10, as to the audit committee and the audit committee financial expert, is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company’s [removed: 2021] [added: 2022] Annual General Meeting of Shareholders (the “Proxy Statement”) under the headings “Board Practices” and “Board Committees.” The information called for by Item 10, as to executive officers, is set forth under Executive Officers of the Registrant in the Supplementary Item in Part I of this Annual Report on Form 10-K.

Information as of December 31, [removed: 2020] [added: 2021] about the Company’s ordinary shares that may be issued under all of its equity compensation plans is set forth in Part II Item 5 of this Annual Report on Form 10-K.

| — Reports of Independent Registered Public Accounting Firm [added: (PCAOB ID: 42)] | | | [removed: [62](#i8174ca128a674d78a499404cfe9cfa57_76)] [added: [61](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_82)] | | |

| — Consolidated Statements of Operations for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [66](#i8174ca128a674d78a499404cfe9cfa57_79)] [added: [64](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_85)] | | |

| — Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [67](#i8174ca128a674d78a499404cfe9cfa57_82)] [added: [65](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_88)] | | |

| — Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [68](#i8174ca128a674d78a499404cfe9cfa57_85)] [added: [66](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_91)] | | |

| — Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [69](#i8174ca128a674d78a499404cfe9cfa57_91)] [added: [67](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_97)] | | |

| — Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [70](#i8174ca128a674d78a499404cfe9cfa57_97)] [added: [68](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_103)] | | |

| — Notes to Consolidated Financial Statements | | | [removed: [72](#i8174ca128a674d78a499404cfe9cfa57_100)] [added: [70](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_106)] | | |

| Allowance for doubtful accounts | | | $ | [removed: 34] [added: 40] | | | | | $ | [removed: 9] [added: 22] | | | | | $ | [removed: (7)] [added: (24)] | | | | | $ | [removed: 2] [added: (1)] | | | | | $ | [removed: 38] [added: 37] | |

| 4.1 | | | | | | [Senior Notes Indenture, dated as of [removed: February 14, 2013,] [added: March 10, 2015,] among [removed: Delphi Corporation, the guarantors named therein,] [added: Aptiv PLC,] Wilmington Trust, National Association, as [removed: Trustee,] [added: 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 [removed: February 14, 2013)](http://www.sec.gov/Archives/edgar/data/1521332/000119312513057798/d486452dex41.htm)] [added: March 10, 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex41.htm)] | | |

| 4.2 | | | | | | [removed: [Second] [added: [First] Supplemental Indenture, dated as of March [removed: 3, 2014,] [added: 10, 2015,] among [removed: Delphi Corporation,] [added: Aptiv PLC,] the [removed: Guarantors] [added: guarantors] named therein, Wilmington Trust, National Association, as [removed: Trustee,] [added: 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 [removed: 3, 2014)](http://www.sec.gov/Archives/edgar/data/1521332/000095010314001511/dp44426_ex0402.htm)] [added: 10, 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex42.htm)] | | |

| 4.3 | | | | | | [removed: [Senior Notes] [added: [Second Supplemental] Indenture, dated as of [removed: March 10,] [added: November 19,] 2015, among Aptiv PLC, [added: 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 [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K of the Company filed with the SEC on [removed: March 10, 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex41.htm)] [added: November 19, 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515381451/d91146dex42.htm)] | | |

| 4.4 | | | | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of [removed: March 10, 2015,] [added: 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 [removed: March 10, 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex42.htm)] [added: September 15, 2016)](http://www.sec.gov/Archives/edgar/data/1521332/000119312516710280/d254409dex42.htm)] | | |

| 4.5 | | | | | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of [removed: November 19, 2015,] [added: 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 [removed: November 19, 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515381451/d91146dex42.htm)] [added: September 20, 2016)](http://www.sec.gov/Archives/edgar/data/1521332/000119312516714143/d220965dex42.htm)] | | |

| 4.6 | | | | | | [removed: [Third] [added: [Fifth] Supplemental Indenture, dated as of [removed: September 15, 2016,] [added: March 14, 2019,] among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as [removed: Trustee] [added: 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 [removed: September 15, 2016)](http://www.sec.gov/Archives/edgar/data/1521332/000119312516710280/d254409dex42.htm)] [added: March 14, 2019)](https://www.sec.gov/Archives/edgar/data/1521332/000119312519074877/d629490dex42.htm)] | | |

| 4.7 | | | | | | [removed: [Fourth] [added: [Sixth] Supplemental Indenture, dated as of [removed: September 20, 2016,] [added: November 23, 2021,] among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as [removed: Trustee] [added: 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 [removed: on September 20, 2016)](http://www.sec.gov/Archives/edgar/data/1521332/000119312516714143/d220965dex42.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm) [November](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm) [](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[23](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[21](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[)](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)] | | |

| 4.8 | | | | | | [removed: [Fifth] [added: [Seventh] Supplemental Indenture, dated as of [removed: March 14, 2019,] [added: December 2](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)[7](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)[, 2021,] among Aptiv [removed: PLC, the] [added: PLC,](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm) [Ap](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)[tiv Global Financing Limited,](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm) [the] guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: 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)](https://www.sec.gov/Archives/edgar/data/1521332/000119312519074877/d629490dex42.htm)] [added: Agent*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)] | | |

| 4.9 | | | | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex49.htm)] [added: 1934*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex49.htm)] | | |

| 10.1 | | | | | | [removed: [Restatement Agreement to] [added: [Third] Amended and Restated Credit Agreement, dated as of [removed: May 1, 2020,] [added: June 24, 2021,] among Aptiv PLC, Aptiv Corporation, Aptiv [removed: Holdings US Limited, Aptiv International Holdings (UK) LLP,] [added: Global Financing Limited and] JPMorgan Chase Bank, N.A., as Administrative [removed: Agent and Swingline Lender,] [added: Agent,] and the [removed: Lenders and Issuing Banks] [added: lenders] party thereto (incorporated by reference to Exhibit [removed: 10.1] [added: 1.1] to the Current Report on Form 8-K of the Company filed with the SEC on [removed: May 5, 2020)](https://www.sec.gov/Archives/edgar/data/1521332/000119312520133003/d923373dex101.htm)] [added: June 25, 2021](https://www.sec.gov/Archives/edgar/data/1521332/000119312521200328/d139692dex11.htm))] | | |

| 10.8 | | | | | | [Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive Plan, as [removed: amended(2)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133212000021/dlphex102.htm)] [added: amended(2)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133212000021/dlphex101.htm)] | | |

| [removed: 10.15] [added: 10.13] | | | | | | [Form of Allocation Letter for Executives, effective [removed: 2019(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)] [added: 2019(](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)[8](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)] | | |

| [removed: 10.16] [added: 10.14] | | | | | | [Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, [removed: 2019)(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex102.htm)] [added: 2021)(1](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)] | | |

| [removed: 10.17] [added: 10.15] | | | | | | [Offer letter for Mariya Trickett, dated June 20, 2018 [removed: (10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)[9](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex211.htm)] [added: Registrant*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex211.htm)] | | |

| 22 | | | | | | [List of Guarantor [removed: Subsidiaries*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptvq42020ex22.htm)] [added: Subsidiaries*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptvq42021ex22.htm)] | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex231.htm)] [added: LLP*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex231.htm)] | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive [removed: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex311.htm)] [added: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex311.htm)] | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial [removed: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex312.htm)] [added: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex312.htm)] | | |

| 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 [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex321.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex321.htm)] | | |

| 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 [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000009/aptv2020ex322.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex322.htm)] | | |

(8) Filed with Form 10-Q for the period ended March 31, [removed: 2018] [added: 2019] on May 2, [removed: 2018] [added: 2019] and incorporated herein by reference.

(9) Filed with Form 10-Q for the period ended March 31, [removed: 2019] [added: 2020] on May [removed: 2, 2019] [added: 5, 2020] and incorporated herein by reference.

(10) Filed with Form 10-Q for the period ended [removed: March 31, 2020] [added: June 30, 2021] on [removed: May] [added: August] 5, [removed: 2020] [added: 2021] and incorporated herein by reference.

Dated: February [removed: 8, 2021][added: 7, 2022]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February [removed: 8, 2021,] [added: 7, 2022,] by the following persons on behalf of the registrant and in the capacities indicated:

| December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 832 | | | | | $ | 25 | | | | | $ | (78) | | | | | $ | (13) | | | | | $ | 766 | |

| /s/ Merit E. Janow | | | | | | Director | | |

| Merit E. Janow | | | | | | | | |

| | | | | | | | | |

| December 31, 2018: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 1,008 | | | | | $ | 292 | | | | | $ | (120) | | | | | $ | (2) | | | | | $ | 1,178 | |

| 2.1 | | | | | | [Master Disposition Agreement among Delphi Corporation, GM Components Holdings, LLC, General Motors Company, Motors Liquidation Company (fka General Motors Corporation), DIP Holdco 3, LLC, and the other sellers and other buyers party thereto, dated July 26, 2009(1)](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex21.htm) | | |

| 2.2 | | | | | | [Separation and Distribution Agreement, dated as of November 15, 2017, by and between Aptiv PLC and Delphi Technologies PLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on November 15, 2017)](http://www.sec.gov/Archives/edgar/data/1521332/000119312517344144/d498099dex21.htm) | | |

| 10.13 | | | | | | [Offer letter for David Paja, dated December 23, 2016(8)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133218000025/aptvq12018ex101.htm) | | |

| 10.14 | | | | | | [Offer letter for David M. Sherbin, dated October 2, 2009(8)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133218000025/aptvq12018ex102.htm) | | |

| 10.18 | | | | | | [Amendment No. 1 to Amended and Restated Credit Agreement, dated as of June 8, 2020, among Aptiv PLC, Aptiv Corporation, Aptiv Holdings US Limited, Aptiv International Holdings (UK) LLP 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 8, 2020)](https://www.sec.gov/Archives/edgar/data/1521332/000119312520163504/d935365dex11.htm) | | |

| /s/ Lawrence A. Zimmerman | | | | | | Director | | |

| Lawrence A. Zimmerman | | | | | | | | |