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                             May 1, 2024

       Joseph Massaro
       Chief Financial Officer
       Aptiv PLC
       5 Hanover Quay
       Grand Canal Dock
       Dublin, D02 VY79, Ireland

                                                        Re: Aptiv PLC
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2023
                                                            Filed February 6,
2024
                                                            Form 8-K Furnished
January 31, 2024
                                                            File No. 001-35346

       Dear Joseph Massaro:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2023

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations by Segment
       Adjusted Operating Income by Segment, page 46

   1.                                                   Although we note that
"Adjusted Operating Income" at the segment level represents a
                                                        required ASC 280
measure, please note that the measure on a total combined basis
                                                        represents a non-GAAP
measure. See Question 104.04 of the Compliance and Disclosure
                                                        Interpretations on
Non-GAAP Financial Measures ("Non-GAAP C&DI's"). Accordingly,
                                                        if you continue to
present such measure outside of your consolidated financial statements,
                                                        please label it as a
non-GAAP financial measure and ensure that your presentation and
                                                        disclosures fully
comply with non-GAAP rules, including Item 10(e) of Regulation S-K
                                                        and the Non-GAAP
C&DI's.
 Joseph Massaro
Aptiv PLC
May 1, 2024
Page 2
Notes to Consolidated Financial Statements
2. Significant Accounting Policies
Revenue recognition, page 71

2.       Please address the following comments related to your revenue
recognition policies and
         disclosures:

                Tell us and revise your disclosures to clarify the specific
nature of your performance
              obligations and to provide information about the methods, inputs,
and assumptions
              used to determine transaction price, including estimating
variable consideration and
              assessing whether an estimate of variable consideration is
constrained, and, if
              applicable, the methods used to allocate transaction price to
your performance
              obligations. See ASC 606-10-50-12, -50-17, and -50-20.

                We note that you recognize revenue "based on the agreed-upon
price at the time of
              shipment" for agreements with customers "that provide for price
reductions, some of
              which are conditional upon achieving certain joint cost saving
targets." Clarify what
              you mean by this disclosure and, in doing so, explain if the
agreed-upon price is final
              or potentially subject to further adjustment.

                We note your disclosure that certain payments to customers
"meet the criteria to be
              considered a cost to obtain a contract." Tell us how your
accounting policy complies
              with ASC 606-10-32-25. In doing so, clarify if you receive a
distinct good or service
              from customers. Also explain the nature of and economic reasons
for
              these payments, the amortization method used, and where the
amortization is
              reflected on your statement of operations.
Pre-production costs related to long-term supply agreements, page 72

3.       We note that you incur "pre-production engineering, development and
tooling costs
         related to products produced for its customers under long-term supply
agreements." Please
         confirm for us the ASC guidance you apply in accounting for such
arrangements. In doing
         so, provide your assessment of whether such activities represent a
promised good or
         service under ASC 606 and whether such costs fall within the scope of
ASC 340-10 or
         ASC 340-40.
14. Income Taxes, page 96

4.     Your disclosure on page 130 indicates that you have charged
approximately $2.3 billion to
       costs and expenses to increase your tax valuation allowance to
approximately $3 billion as
FirstName LastNameJoseph Massaro
       of December 31, 2023. We also note that your effective tax rate
reconciliation on page 96
Comapany   NameAptiv
       shows            PLC of only $1 million for the fiscal year ended
December 31, 2023.
              an adjustment
May 1,Please  reconcile
        2024 Page  2    for us the material difference between these amounts.
FirstName LastName
 Joseph Massaro
FirstName
Aptiv PLC LastNameJoseph Massaro
Comapany
May  1, 2024NameAptiv PLC
May 1,
Page 3 2024 Page 3
FirstName LastName
5.       We note that you have material foreign income and, based on your
disclosure on page 47,
         that your cash balance is primarily located outside of the United
States. Please disclose in
         future filings the amount of unremitted foreign earnings and the
unrecognized deferred tax
         liability on unremitted foreign earnings, if practicable, or a
statement that such
         determination is not practicable. See ASC 740-30-50-2b and 2c.
24. Revenue, page 123

6.       We note that you recognize revenue related to production parts,
software licenses, post
         delivery support and maintenance and professional software services.
We further note
         your disclosures on page 8 of the products and services of your "core
product lines,"
         including revenue quantification of your distribution systems
revenues. Please tell us your
         consideration of providing disaggregated revenue disclosures of such
categories pursuant
         to ASC 606-10-50-5 and ASC 606-10-55-89 through 55-91. To the extent
you believe
         your current disclosures fully comply with such guidance, further
clarify how your
         disclosures comply with the product and services disclosure
requirement of ASC 280-10-
         50-40. As part of your response, ensure you tell us the specific
revenue categories
         included in the information regularly provided to your chief operating
decision maker.
Form 8-K Furnished January 31, 2024

Exhibit 99.1 , page 1

7.       We note that you quantify Adjusted Operating Income, Adjusted
Operating Income
         margin and/or Adjusted EBITDA margin on pages 1-3 without presenting a
comparative
         GAAP measure with equal or greater prominence. We further note that
your "Full year
         2024 Outlook" table on page 3 includes several non-GAAP measures
without presentation
         of a comparative GAAP measure. Please revise future filings to present
GAAP measures
         with equal or greater prominence. Refer to Item 10(e)(1)(i) of
Regulation S-K and Section
         103 and Question 102.10 of the Compliance and Disclosure
Interpretations on Non-GAAP
         Financial Measures.
8.       We note that your financial guidance reconciliation table on page 21
does not reconcile
         your non-GAAP EBITDA and Adjusted EBITDA margins to the GAAP
equivalent.
         Please revise future filings to reconcile such measures to the GAAP
equivalent pursuant to
         Item 10(e)(1)(i)(B) of Regulation S-K and Section 103 of the
Compliance and Disclosure
         Interpretations on Non-GAAP Financial Measures.
 Joseph Massaro
FirstName
Aptiv PLC LastNameJoseph Massaro
Comapany
May  1, 2024NameAptiv PLC
May 1,
Page 4 2024 Page 4
FirstName LastName
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-3254
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing