Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

(1) Financial Statements:



			Page No.
— Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			60
— Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021			63
— Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021			64
— Consolidated Balance Sheets as of December 31, 2023 and 2022			65
— Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021			66
— Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021			68
— Notes to Consolidated Financial Statements			70

(2) Financial Statement Schedule:

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


			Additions
	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions		Other Activity		Balance at End of Period
	(in millions)
December 31, 2023:
Allowance for doubtful accounts	$	52	$	12	$	(12)	$	—	$	52
Tax valuation allowance (a)	$	756	$	2,264	$	(2)	$	14	$	3,032
December 31, 2022:
Allowance for doubtful accounts	$	37	$	27	$	(12)	$	—	$	52
Tax valuation allowance (a)	$	766	$	57	$	(83)	$	16	$	756
December 31, 2021:
Allowance for doubtful accounts	$	40	$	22	$	(24)	$	(1)	$	37
Tax valuation allowance (a)	$	832	$	25	$	(78)	$	(13)	$	766

(a)Additions Charged to Costs and Expenses and Deductions are primarily related to taxable losses for which the tax benefit has been reserved.

Motional AD LLC (“Motional”) was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended December 31, 2023. As such, separate audited financial statements of Motional are required to be filed as an amendment to this Annual Report on Form 10-K, within 90 days of December 31, 2023. Accordingly, Motional’s financial statements as of and for the three years ended December 31, 2023 will be filed via an amendment to this Annual Report on Form 10-K on or before March 30, 2024.

The other schedules have been omitted because they are not applicable, not required or the information to be set forth therein is included in the Consolidated Financial Statements or notes thereto.

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


Exhibit Number						Description
3.1						Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on December 7, 2017)
3.2						Statement Of Rights of the 5.50% Series A Mandatory Convertible Preferred Shares Of Aptiv PLC, effective June 12, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 12, 2020)
4.1						Senior Notes Indenture, dated as of March 10, 2015, among Aptiv PLC, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
4.2						First Supplemental Indenture, dated as of March 10, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
4.3						Second Supplemental Indenture, dated as of November 19, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on November 19, 2015)
4.4						Third Supplemental Indenture, dated as of September 15, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 15, 2016)
4.5						Fourth Supplemental Indenture, dated as of September 20, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 20, 2016)
4.6						Fifth Supplemental Indenture, dated as of March 14, 2019, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 14, 2019)
4.7						Sixth Supplemental Indenture, dated as of November 23, 2021, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on November 23, 2021)
4.8						Seventh Supplemental Indenture, dated as of December 27, 2021, among Aptiv PLC, Aptiv Global Financing Limited, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (1 2 )
4.9						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*
4.10						Eighth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on February 18, 2022)
4.11						Ninth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of the Company filed with the SEC on February 18, 2022)
10.1						Third Amended and Restated Credit Agreement, dated as of June 24, 2021, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 25, 2021)
10.2						Amendment No. 1, dated as of April 19, 2023, to the Third Amended and Restated Credit Agreement, dated as of June 24, 2021, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto(1 0 )
10.3						Aptiv PLC Executive Severance Plan, effective February 1, 2017(6)+
10.4						Aptiv PLC Executive Change in Control Severance Plan, effective February 1, 2017(6)+
10.5						Aptiv Corporation Supplemental Executive Retirement Program(1)+
10.6						Aptiv Corporation Salaried Retirement Equalization Savings Program(1)+
10.7						Offer letter for Kevin P. Clark, dated June 10, 2010(1)+
10.8						Offer letter for Joseph R. Massaro, dated September 13, 2013(5)+
10.9						Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive Plan, effective 2023 (1 1 )+
10.10						Letter Agreement, dated October 29, 2012, between the Company and Kevin P. Clark(2)+


Exhibit Number						Description
10.11						Aptiv PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the Company’s Proxy Statement dated March 9, 2015)+
10.12						Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2016(4)+
10.13						Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated(3)+
10.14						Form of Allocation Letter for Executives, effective 2019(7)+
10.15						Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, 2021)(8)+
10.16						Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022(9)+
10.17						Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022(9)+
10.18						Offer letter for Katherine H. Ramundo, dated December 12, 2020(9)+
10.19						Offer letter for William T. Presley, dated December 15, 2022 (1 2 )+
10.20						Offer letter for Benjamin Lyon, dated November 21, 2022 (1 0 )+
10.21						Offer letter for Sophia M. Velastegui, dated December 16, 2021(10)+
19						Insider Trading Policies and Procedures*
21.1						Subsidiaries of the Registrant*
22						List of Guarantor Subsidiaries*
23.1						Consent of Ernst & Young LLP*

24.1						Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)*

31.1						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*
31.2						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*
32.1						Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2						Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97						Policy Relating to Recovery of Erroneously Awarded Compensation*

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Filed herewith.

+ Management contract or compensatory plan or arrangement.

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

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

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

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

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

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

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

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

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

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

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

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

Filed electronically with the Report.

SIGNATURES

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



						APTIV PLC

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

Dated: February 6, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin P. Clark, Joseph R. Massaro and Katherine R. Ramundo, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of February 6, 2024.



Signature						Title

/s/ Kevin P. Clark						Chairman and Chief Executive Officer (Principal Executive Officer)
Kevin P. Clark

/s/ Joseph R. Massaro						Chief Financial Officer and Senior Vice President, Business Operations (Principal Financial Officer)
Joseph R. Massaro

/s/ Allan J. Brazier						Vice President and Chief Accounting Officer (Principal Accounting Officer)
Allan J. Brazier

/s/ Richard L. Clemmer						Director
Richard L. Clemmer

/s/ Nancy E. Cooper						Director
Nancy E. Cooper

/s/ Joseph L. Hooley						Director
Joseph L. Hooley

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

/s/ Sean O. Mahoney						Director
Sean O. Mahoney

/s/ Paul M. Meister						Director
Paul M. Meister

/s/ Robert K. Ortberg						Director
Robert K. Ortberg

/s/ Colin J. Parris						Director
Colin J. Parris

/s/ Ana G. Pinczuk						Director
Ana G. Pinczuk

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