10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

FORM 10-Q

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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

For the quarterly period ended March 31, 2020

OR

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

For the transition period from              to             .

Commission file number: 001-35346

_____________________________________________________________________________________________________________________________________________________________________________________________________________

 APTIV PLC

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________________________________________________________________________________________________________________________

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

5 Hanover Quay

Grand Canal Dock

Dublin, D02 VY79, Ireland

(Address of principal executive offices, including zip code)

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

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

_____________________________________________________________________________________________________________________________________________________________________________________________________________

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Ordinary Shares. $0.01 par value per share	APTV	New York Stock Exchange
1.500% Senior Notes due 2025	APTV	New York Stock Exchange
4.250% Senior Notes due 2026	APTV	New York Stock Exchange
1.600% Senior Notes due 2028	APTV	New York Stock Exchange
4.350% Senior Notes due 2029	APTV	New York Stock Exchange
4.400% Senior Notes due 2046	APTV	New York Stock Exchange
5.400% Senior Notes due 2049	APTV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of May 1, 2020, was 254,875,855.

APTIV PLC

INDEX 

		Page
Part I - Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	4
	Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	6
	Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
	Cautionary Statement Regarding Forward Looking Information	42
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	62
Part II - Other Information
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 6.	Exhibits	65
Signatures		66
Exhibits

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APTIV PLC

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended March 31,
	2020		2019
	(in millions, except per share amounts)
Net sales	$	3,226	$	3,575
Operating expenses:
Cost of sales	2,725		2,962
Selling, general and administrative	252		256
Amortization	36		34
Restructuring (Note 7)	28		26
Gain on autonomous driving joint venture (Note 17)	(1,434)		—
Total operating expenses	1,607		3,278
Operating income	1,619		297
Interest expense	(43)		(38)
Other (expense) income, net (Note 16)	(1)		16
Income before income taxes and equity income	1,575		275
Income tax expense	(10)		(33)
Income before equity income	1,565		242
Equity income, net of tax	2		3
Net income	1,567		245
Net (loss) income attributable to noncontrolling interest	(5)		5
Net income attributable to Aptiv	$	1,572	$	240
Basic net income per share:
Basic net income per share attributable to Aptiv	$	6.15	$	0.93
Weighted average number of basic shares outstanding	255.51		259.08
Diluted net income per share:
Diluted net income per share attributable to Aptiv	$	6.14	$	0.92
Weighted average number of diluted shares outstanding	255.83		259.55

See notes to consolidated financial statements.

3

APTIV PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended March 31,
	2020		2019
	(in millions)
Net income	$	1,567	$	245
Other comprehensive (loss) income:
Currency translation adjustments	(131)		1
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 14)	(153)		19
Employee benefit plans adjustment, net of tax	7		2
Other comprehensive (loss) income	(277)		22
Comprehensive income	1,290		267
Comprehensive (loss) income attributable to noncontrolling interests	(10)		6
Comprehensive income attributable to Aptiv	$	1,300	$	261

See notes to consolidated financial statements.

4

APTIV PLC

CONSOLIDATED BALANCE SHEETS

	March 31, 2020		December 31, 2019
	(Unaudited)
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	2,055	$	412
Restricted cash	32		16
Accounts receivable, net of allowances of $38 million and $37 million, respectively (Note 2)	2,308		2,569
Inventories (Note 3)	1,363		1,286
Other current assets (Note 4)	432		504
Assets held for sale (Note 17)	—		532
Total current assets	6,190		5,319
Long-term assets:
Property, net	3,249		3,309
Operating lease right-of-use assets (Note 21)	393		413
Investments in affiliates	2,090		106
Intangible assets, net (Note 2)	1,132		1,186
Goodwill (Note 2)	2,389		2,407
Other long-term assets (Note 4)	724		719
Total long-term assets	9,977		8,140
Total assets	$	16,167	$	13,459
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 8)	$	260	$	393
Accounts payable	2,243		2,463
Accrued liabilities (Note 5)	1,152		1,155
Liabilities held for sale (Note 17)	—		43
Total current liabilities	3,655		4,054
Long-term liabilities:
Long-term debt (Note 8)	5,964		3,971
Pension benefit obligations	466		483
Long-term operating lease liabilities (Note 21)	308		329
Other long-term liabilities (Note 5)	621		611
Total long-term liabilities	7,359		5,394
Total liabilities	11,014		9,448
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding	—		—
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 254,853,978 and 255,288,240 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	3		3
Additional paid-in-capital	1,606		1,645
Retained earnings	4,353		2,890
Accumulated other comprehensive loss (Note 13)	(991)		(719)
Total Aptiv shareholders’ equity	4,971		3,819
Noncontrolling interest	182		192
Total shareholders’ equity	5,153		4,011
Total liabilities and shareholders’ equity	$	16,167	$	13,459

See notes to consolidated financial statements.

5

APTIV PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
	2020		2019
	(in millions)
Cash flows from operating activities:
Net income	$	1,567	$	245
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	144		139
Amortization	36		34
Amortization of deferred debt issuance costs	1		2
Restructuring expense, net of cash paid	(15)		(5)
Deferred income taxes	(18)		4
Pension and other postretirement benefit expenses	10		10
Income from equity method investments, net of dividends received	(2)		(3)
Loss on extinguishment of debt	—		6
Share-based compensation	(1)		15
Gain on autonomous driving joint venture, net	(1,434)		—
Changes in operating assets and liabilities:
Accounts receivable, net	260		(249)
Inventories	(77)		(49)
Other assets	12		(45)
Accounts payable	(170)		53
Accrued and other long-term liabilities	(98)		(35)
Other, net	(45)		(30)
Pension contributions	(9)		(8)
Net cash provided by operating activities	161		84
Cash flows from investing activities:
Capital expenditures	(205)		(235)
Proceeds from sale of property / investments	2		3
Cost of business acquisitions and other transactions, net of cash acquired	(5)		2
Cost of technology investments	—		(3)
Settlement of derivatives	1		(2)
Net cash used in investing activities	(207)		(235)
Cash flows from financing activities:
Net (repayments) proceeds under other short-term debt agreements	(29)		234
Net proceeds (repayments) under other long-term debt agreements	1,900		(5)
Repayment of senior notes	—		(654)
Proceeds from issuance of senior notes, net of issuance costs	—		643
Dividend payments of consolidated affiliates to minority shareholders	(6)		—
Repurchase of ordinary shares	(57)		(226)
Distribution of cash dividends	(56)		(57)
Taxes withheld and paid on employees’ restricted share awards	(32)		(34)
Net cash provided by (used in) financing activities	1,720		(99)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	(16)		4
Increase (decrease) in cash, cash equivalents and restricted cash	1,658		(246)
Cash, cash equivalents and restricted cash at beginning of the period	429		568
Cash, cash equivalents and restricted cash at end of the period	$	2,087	$	322

See notes to consolidated financial statements.

6

APTIV PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

	Three Months Ended March 31,
	Number of Ordinary Shares	Amount of Ordinary Shares		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Aptiv Shareholders’ Equity		Noncontrolling Interest		Total Shareholders’ Equity
2020	(in millions)
Balance at January 1, 2020	255	$	3	$	1,645	$	2,890	$	(719)	$	3,819	$	192	$	4,011
Net income (loss)	—	—		—		1,572		—		1,572		(5)		1,567
Other comprehensive loss	—	—		—		—		(272)		(272)		(5)		(277)
Dividends on ordinary shares	—	—		1		(57)		—		(56)		—		(56)
Taxes withheld on employees’ restricted share award vestings	—	—		(33)		—		—		(33)		—		(33)
Repurchase of ordinary shares	(1)	—		(6)		(51)		—		(57)		—		(57)
Share-based compensation	1	—		(1)		—		—		(1)		—		(1)
Adjustment for recently adopted accounting pronouncements (Note 2)	—	—		—		(1)		—		(1)		—		(1)
Balance at March 31, 2020	255	$	3	$	1,606	$	4,353	$	(991)	$	4,971	$	182	$	5,153
2019
Balance at January 1, 2019	260	$	3	$	1,639	$	2,511	$	(694)	$	3,459	$	211	$	3,670
Net income	—	—		—		240		—		240		5		245
Other comprehensive income	—	—		—		—		21		21		1		22
Dividends on ordinary shares	—	—		1		(58)		—		(57)		—		(57)
Taxes withheld on employees’ restricted share award vestings	—	—		(34)		—		—		(34)		—		(34)
Repurchase of ordinary shares	(3)	—		(15)		(211)		—		(226)		—		(226)
Share-based compensation	1	—		15		—		—		15		—		15
Adjustment for recently adopted accounting pronouncements	—	—		—		9		(9)		—		—		—
Balance at March 31, 2019	258	$	3	$	1,606	$	2,491	$	(682)	$	3,418	$	217	$	3,635

See notes to consolidated financial statements.

7

APTIV PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. GENERAL

General and basis of presentation—“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC, a public limited company formed under the laws of Jersey on May 19, 2011 as Delphi Automotive PLC, which, through its subsidiaries, acquired certain assets of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) and completed an initial public offering on November 22, 2011. On December 4, 2017 (the “Distribution Date”), 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. To effect the Separation, the Company distributed to its shareholders one ordinary share of Delphi Technologies PLC for every three Aptiv ordinary shares outstanding as of November 22, 2017, the record date for the distribution. Following the Separation, the remaining company changed its name to Aptiv PLC and New York Stock Exchange (“NYSE”) symbol to “APTV.”

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and all adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. The consolidated financial statements and notes thereto included in this report should be read in conjunction with Aptiv’s 2019 Annual Report on Form 10-K.

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

2. SIGNIFICANT ACCOUNTING POLICIES

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

Aptiv’s equity investments totaled $101 million and $101 million as of March 31, 2020 and December 31, 2019, respectively, and are classified within other long-term assets in the consolidated balance sheets.

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

Revenue recognition—Aptiv recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Accordingly, revenue is measured based on consideration specified in a contract with a customer. Refer to Note 20. Revenue for additional information regarding the Company’s revenue recognition policies.

Net income per share—Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock

8

method by dividing net income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer to Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.

Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.

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

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

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

Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of March 31, 2020 and December 31, 2019, the Company reported $2,308 million and $2,569 million, respectively, of accounts receivable, net of the allowance for doubtful accounts of $38 million and $37 million, respectively. Changes in the allowance were not material for the three months ended March 31, 2020.

Assets and liabilities held for sale—The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.

Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheets. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts. Refer to Note 17. Acquisitions and Divestitures for further information regarding the Company's assets and liabilities held for sale.

Intangible assets—Intangible assets were $1,132 million and $1,186 million as of March 31, 2020 and December 31, 2019, respectively. Aptiv amortizes definite-lived intangible assets over their estimated useful lives. Aptiv has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over

9

which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $36 million and $34 million for the three months ended March 31, 2020 and 2019, respectively, which includes the impact of any intangible asset impairment charges recorded during the period.

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

The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit. The Company qualitatively concluded there were no goodwill impairments during the three months ended March 31, 2020 and 2019. Goodwill was $2,389 million and $2,407 million as of March 31, 2020 and December 31, 2019, respectively.

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

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

Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Aptiv ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.

10

Customer concentrations—As reflected in the table below, net sales to General Motors Company (“GM”), Volkswagen Group (“VW”) and Fiat Chrysler Automobiles N.V. (“FCA”), Aptiv’s three largest customers, totaled approximately 27% and 27% of our total net sales for the three months ended March 31, 2020 and 2019, respectively.

	Percentage of Total Net Sales				Accounts and Other Receivables
	Three Months Ended March 31,				March 31, 2020		December 31, 2019
	2020		2019
					(in millions)
GM	10	%	10	%	$	190	$	205
VW	9	%	8	%	115		135
FCA	8	%	9	%	186		207

Recently adopted accounting pronouncements—Aptiv adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments in the first quarter of 2020 using the modified retrospective transition method. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. These amendments replace the incurred loss model with an expected loss model, which results in more timely measurement of expected credit losses. Upon adoption, Aptiv recorded a cumulative-effect adjustment of $1 million to retained earnings as of the beginning of the period of adoption. Refer to the “Credit losses” section above for further information regarding significant estimates and judgments used in estimating credit losses.

Aptiv adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment in the first quarter of 2020 on a prospective basis. This guidance simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test, which required an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Under the new guidance, an entity will record an impairment charge based on the amount by which a reporting unit’s carrying amount exceeds its estimated fair value, limited to the amount of goodwill allocated to that reporting unit. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements. Refer to the “Goodwill” section above for further information regarding the Company’s testing for goodwill impairment.

Aptiv adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement in the first quarter of 2020 on a retrospective basis to all periods presented. This guidance modifies disclosure requirements related to fair value measurements by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements. Refer to Note 15. Fair Value of Financial Instruments for further information regarding the Company’s fair value measurements.

Recently issued accounting pronouncements not yet adopted—In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This guidance clarifies the interactions between accounting for equity securities under the measurement alternative in Topic 321 and the equity method of accounting in Topic 323, as well as the accounting for certain forward contracts and purchased options to purchase securities that, upon settlement or exercise, would be accounted for under the equity method of accounting. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s financial statements.

3. INVENTORIES

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

	March 31, 2020		December 31, 2019
	(in millions)
Productive material	$	793	$	706
Work-in-process	107		102
Finished goods	463		478
Total	$	1,363	$	1,286

11

4. ASSETS

Other current assets consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Value added tax receivable	$	184	$	205
Prepaid insurance and other expenses	81		88
Reimbursable engineering costs	67		101
Notes receivable	10		10
Income and other taxes receivable	65		45
Deposits to vendors	5		4
Derivative financial instruments (Note 14)	—		30
Capitalized upfront fees (Note 20)	20		20
Other	—		1
Total	$	432	$	504

Other long-term assets consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Deferred income taxes, net	$	151	$	164
Unamortized Revolving Credit Facility debt issuance costs (Note 8)	3		3
Income and other taxes receivable	48		45
Reimbursable engineering costs	253		217
Value added tax receivable	45		59
Equity investments (Note 17)	101		101
Derivative financial instruments (Note 14)	—		8
Capitalized upfront fees (Note 20)	84		79
Other	39		43
Total	$	724	$	719

12

5. LIABILITIES

Accrued liabilities consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Payroll-related obligations	$	218	$	226
Employee benefits, including current pension obligations	46		97
Income and other taxes payable	165		180
Warranty obligations (Note 6)	28		29
Restructuring (Note 7)	77		86
Customer deposits	38		43
Derivative financial instruments (Note 14)	72		4
Accrued interest	22		47
Deferred compensation related to nuTonomy acquisition	39		35
Operating lease liabilities (Note 21)	93		94
Other	354		314
Total	$	1,152	$	1,155

Other long-term liabilities consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Environmental (Note 10)	$	4	$	3
Extended disability benefits	6		6
Warranty obligations (Note 6)	8		8
Restructuring (Note 7)	41		48
Payroll-related obligations	10		10
Accrued income taxes	199		199
Deferred income taxes, net	213		229
Derivative financial instruments (Note 14)	40		—
Other	100		108
Total	$	621	$	611

6. WARRANTY OBLIGATIONS

Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Aptiv has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of March 31, 2020. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of March 31, 2020 to be zero to $20 million.

13

The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2020:

	Warranty Obligations
	(in millions)
Accrual balance at beginning of period	$	37
Provision for estimated warranties incurred during the period	7
Changes in estimate for pre-existing warranties	1
Settlements made during the period (in cash or in kind)	(8)
Foreign currency translation and other	(1)
Accrual balance at end of period	$	36

7. RESTRUCTURING

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

As part of Aptiv’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and on reducing global overhead costs. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $28 million during the three months ended March 31, 2020, of which $11 million was recognized for programs implemented in the European region, pursuant to the Company’s ongoing overhead cost reduction strategy. None of the Company’s individual restructuring programs initiated during the three months ended March 31, 2020 were material and there have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. The Company expects to incur additional restructuring costs of approximately $40 million within the Signal and Power Solutions segment for programs approved as of March 31, 2020, which are primarily expected to be incurred within the next twelve months.

During the three months ended March 31, 2019, Aptiv recorded employee-related and other restructuring charges totaling approximately $26 million, of which $7 million was recognized for programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and reducing overhead costs in the region.

Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Aptiv incurred cash expenditures related to its restructuring programs of approximately $43 million and $31 million in the three months ended March 31, 2020 and 2019, respectively.

The following table summarizes the restructuring charges recorded for the three months ended March 31, 2020 and 2019 by operating segment:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Signal and Power Solutions	$	19	$	19
Advanced Safety and User Experience	9		7
Total	$	28	$	26

14

The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2020:

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
	(in millions)
Accrual balance at January 1, 2020	$	134	$	—	$	134
Provision for estimated expenses incurred during the period	28		—		28
Payments made during the period	(43)		—		(43)
Foreign currency and other	(1)		—		(1)
Accrual balance at March 31, 2020	$	118	$	—	$	118

8. DEBT

The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
	(in millions)
Accounts receivable factoring	$	236	$	266
Revolving Credit Facility (Note 22)	2,000		90
4.15%, senior notes, due 2024 (net of $2 and $2 unamortized issuance costs and $1 and $1 discount, respectively)	697		697
1.50%, Euro-denominated senior notes, due 2025 (net of $2 and $3 unamortized issuance costs and $2 and $2 discount, respectively)	776		779
4.25%, senior notes, due 2026 (net of $3 and $3 unamortized issuance costs, respectively)	647		647
1.60%, Euro-denominated senior notes, due 2028 (net of $3 and $3 unamortized issuance costs, respectively)	554		556
4.35%, senior notes, due 2029 (net of $3 and $3 unamortized issuance costs, respectively)	297		297
4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $2 and $2 discount, respectively)	295		295
5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)	345		345
Tranche A Term Loan, due 2021 (net of $1 and $1 unamortized issuance costs, respectively) (Note 22)	349		359
Finance leases and other	28		33
Total debt	6,224		4,364
Less: current portion	(260)		(393)
Long-term debt	$	5,964	$	3,971

Credit Agreement

Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains senior unsecured credit facilities currently consisting of a term loan (the “Tranche A Term Loan”) and a revolving credit facility of $2.0 billion (the “Revolving Credit Facility”). The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on August 17, 2016. The 2016 amendment extended the maturity of the Revolving Credit Facility and the Tranche A Term Loan from 2018 to 2021, increased the capacity of the Revolving Credit Facility from $1.5 billion to $2.0 billion and permitted Aptiv PLC to act as a borrower on the Revolving Credit Facility.

Beginning in the fourth quarter of 2017, Aptiv was obligated to begin making quarterly principal payments throughout the term of the Tranche A Term Loan, according to the amortization schedule in the Credit Agreement. The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion (or a greater amount based upon a formula set forth in the Credit

15

Agreement) upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent and existing lenders.

During the first quarter of 2020, the Company drew down all remaining availability under its Revolving Credit Facility, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic. As a result, approximately $2.0 billion was outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement as of March 31, 2020.

Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below:

	March 31, 2020				December 31, 2019
	LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility	1.10	%	0.10	%	1.10	%	0.10	%
Tranche A Term Loan	1.25	%	0.25	%	1.25	%	0.25	%

The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in the Company’s credit ratings. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in the Company’s corporate credit ratings. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility and certain letter of credit issuance and fronting fees.

The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by Aptiv in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). Aptiv may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of March 31, 2020, Aptiv selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of March 31, 2020, as detailed in the table below, was based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:

		Borrowings as of
		March 31, 2020		Rates effective as of
	Applicable Rate	(in millions)		March 31, 2020
Revolving Credit Facility	ABR plus 0.10%	$	150	3.35	%
Revolving Credit Facility	LIBOR plus 1.10%	$	1,850	1.88	%
Tranche A Term Loan	LIBOR plus 1.25%	$	350	2.00	%

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

The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0. The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2020.

As of March 31, 2020, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement, and the Tranche A Term Loan and the Revolving Credit Facility were set to mature on August 17, 2021. Subsequent to March 31, 2020, the Company amended and restated the Credit Agreement, extending the maturity date of substantially all of the Revolving Credit Facility and the Tranche A Term Loan from August 17, 2021 to August 17, 2022, as further described in Note 22. Subsequent Events.

Senior Unsecured Notes

On March 3, 2014, Aptiv Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured notes due 2024 (the “2014 Senior Notes”) in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”). The 2014 Senior Notes were priced at 99.649% of par, resulting in a yield to maturity of 4.193%. The proceeds were primarily utilized to redeem $500 million of 5.875% senior unsecured notes due 2019 and to repay a portion of the Tranche A Term Loan. Aptiv paid approximately $6 million of issuance costs in connection with the 2014 Senior Notes. Interest is payable

16

semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.

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

On November 19, 2015, Aptiv PLC issued $1.3 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $650 million of 3.15% senior unsecured notes due 2020 (the “3.15% Senior Notes”) and $650 million of 4.25% senior unsecured notes due 2026 (the “4.25% Senior Notes”) (collectively, the “2015 Senior Notes”). The 3.15% Senior Notes were priced at 99.784% of par, resulting in a yield to maturity of 3.197%, and the 4.25% Senior Notes were priced at 99.942% of par, resulting in a yield to maturity of 4.256%. The proceeds were primarily utilized to fund a portion of the cash consideration for the acquisition of HellermannTyton PLC and for general corporate purposes, including the payment of fees and expenses associated with the HellermannTyton PLC acquisition and the related financing transaction. Aptiv incurred approximately $8 million of issuance costs in connection with the 2015 Senior Notes. Interest on the 3.15% Senior Notes was payable semi-annually on May 19 and November 19 of each year to holders of record at the close of business on May 4 or November 4 immediately preceding the interest payment date. Interest on the 4.25% Senior Notes is payable semi-annually on January 15 and July 15 of each year to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date. In March 2019, Aptiv redeemed for cash the entire $650 million aggregate principal amount outstanding of the 3.15% Senior Notes, financed by the proceeds received from the issuance of the 2019 Senior Notes, as defined below. As a result of the redemption of the 3.15% Senior Notes, Aptiv recognized a loss on debt extinguishment of approximately $6 million during the three months ended March 31, 2019 within other expense, net in the consolidated statements of operations.

On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60% Euro-denominated senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2016 Euro-denominated Senior Notes were priced at 99.881% of par, resulting in a yield to maturity of 1.611%. The proceeds, together with proceeds from the 2016 Senior Notes described below, were utilized to redeem the $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $4 million of issuance costs in connection with the 2016 Euro-denominated Senior Notes. Interest is payable annually on September 15. The Company has designated the 2016 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.

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

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

Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of March 31, 2020, the Company was in compliance with the provisions of all series of the outstanding senior notes.

The 2014 Senior Notes issued by Aptiv Corporation are fully and unconditionally guaranteed, jointly and severally, by Aptiv PLC and by certain of Aptiv PLC’s direct and indirect subsidiaries, which are directly or indirectly 100% owned by

17

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

Other Financing

Receivable factoring—Aptiv maintains a €300 million European accounts receivable factoring facility that is available on a committed basis. This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This program renews on a non-committed, indefinite basis unless terminated by either party. Borrowings bear interest at Euro Interbank Offered Rate (“EURIBOR”) plus 0.42% for borrowings denominated in Euros. The rate effective on amounts outstanding as of March 31, 2020 was 0.42%. As of March 31, 2020 and December 31, 2019, Aptiv had $236 million and $266 million, respectively, outstanding on the European accounts receivable factoring facility.

Finance leases and other—As of March 31, 2020 and December 31, 2019, approximately $28 million and $33 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.

Interest—Cash paid for interest related to debt outstanding totaled $66 million and $55 million for the three months ended March 31, 2020 and 2019, respectively.

Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $2 million and $2 million outstanding through other letter of credit facilities as of March 31, 2020 and December 31, 2019, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.

9. PENSION BENEFITS

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

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

The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2020 and 2019:

	Non-U.S. Plans				U.S. Plans
	Three Months Ended March 31,
	2020		2019		2020		2019
	(in millions)
Service cost	$	5	$	5	$	—	$	—
Interest cost	6		7		—		—
Expected return on plan assets	(5)		(5)		—		—
Amortization of actuarial losses	4		3		—		—
Net periodic benefit cost	$	10	$	10	$	—	$	—

Other postretirement benefit obligations were approximately $1 million and $2 million at March 31, 2020 and December 31, 2019, respectively.

18

10. COMMITMENTS AND CONTINGENCIES

Ordinary Business Litigation

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

Brazil Matters

Aptiv conducts business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Aptiv believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. As of March 31, 2020, the majority of claims asserted against Aptiv in Brazil relate to such litigation. The remaining claims in Brazil relate to commercial and labor litigation with private parties. As of March 31, 2020, claims totaling approximately $105 million (using March 31, 2020 foreign currency rates) have been asserted against Aptiv in Brazil. As of March 31, 2020, the Company maintains accruals for these asserted claims of $25 million (using March 31, 2020 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Aptiv’s results of operations could be materially affected. The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to $80 million.

Environmental Matters

Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of March 31, 2020 and December 31, 2019, the undiscounted reserve for environmental investigation and remediation was approximately $4 million (which was recorded in other long-term liabilities) and $4 million (of which $1 million was recorded in accrued liabilities and $3 million was recorded in other long-term liabilities), respectively. Aptiv cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Aptiv’s results of operations could be materially affected. At March 31, 2020, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

11. INCOME TAXES

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

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

19

The Company’s income tax expense and effective tax rate for the three months ended March 31, 2020 and 2019 were as follows:

	Three Months Ended March 31,
	2020			2019
	(dollars in millions)
Income tax expense	$	10		$	33
Effective tax rate	1		%	12		%

The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.

The Company’s effective tax rate for the three months ended March 31, 2020 includes net discrete tax benefits of $3 million, primarily related to changes in reserves, changes in accruals for unremitted earnings and provision to return adjustments. Also included as a discrete item in the effective tax rate for the three months ended March 31, 2020 is the beneficial impact of approximately 11 points resulting from the gain on the autonomous driving joint venture. The tax expense associated with the gain was insignificant as Aptiv’s aggregate autonomous driving assets were exempt from capital gains tax in the jurisdiction from which they were sold. The aggregate autonomous driving assets had been acquired, purchased or developed in taxable transactions in prior periods and reflect changes made to the corporate entity operating structure for intellectual property following the Separation of its former Powertrain Systems segment. The effective tax rate for the three months ended March 31, 2019 includes net discrete tax benefits of $10 million, primarily related to changes in reserves and provision to return adjustments.

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

Cash paid or withheld for income taxes was $48 million and $36 million for the three months ended March 31, 2020 and 2019, respectively.

12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE

Net Income Per Share

Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.

20

Weighted Average Shares

The following table illustrates net income per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted income per share:

	Three Months Ended March 31,
	2020		2019
	(in millions, except per share data)
Numerator:
Net income attributable to Aptiv	$	1,572	$	240
Denominator:
Weighted average ordinary shares outstanding, basic	255.51		259.08
Dilutive shares related to restricted stock units (“RSUs”)	0.32		0.47
Weighted average ordinary shares outstanding, including dilutive shares	255.83		259.55
Net income per share attributable to Aptiv:
Basic	$	6.15	$	0.93
Diluted	$	6.14	$	0.92
Anti-dilutive securities share impact	—		—

Share Repurchase Programs

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

A summary of the ordinary shares repurchased during the three months ended March 31, 2020 and 2019 is as follows:

	Three Months Ended March 31,
	2020		2019
Total number of shares repurchased	1,059,075		2,840,079
Average price paid per share	$	53.73	$	79.57
Total (in millions)	$	57	$	226

As of March 31, 2020, approximately $13 million of share repurchases remained available under the April 2016 share repurchase program. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

New Share Repurchase Program

In January 2019, the Board of Directors authorized a new share repurchase program of up to $2.0 billion of ordinary shares. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. This program will commence following the completion of the Company’s April 2016 share repurchase program described above. Although both the April 2016 and this new share repurchase program remain authorized, in order to preserve liquidity during the COVID-19 pandemic crisis, the Company does not anticipate executing further share repurchases until such time as the global economic uncertainties and business impacts resulting from the pandemic have abated.

21

Dividends

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

	Dividend		Amount
	Per Share		(in millions)
2020:
First quarter	$	0.22	$	56
Total	$	0.22	$	56
2019:
Fourth quarter	$	0.22	$	56
Third quarter	0.22		56
Second quarter	0.22		57
First quarter	0.22		57
Total	$	0.88	$	226

During the first quarter of 2020, following the payment of its first quarter dividend, the Company suspended its annual cash dividend of $0.88 per ordinary share, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic.

13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three months ended March 31, 2020 and 2019 are shown below.

	Three Months Ended March 31,
	2020		2019
	(in millions)
Foreign currency translation adjustments:
Balance at beginning of period	$	(597)	$	(555)
Aggregate adjustment for the period (1)	(126)		—
Balance at end of period	(723)		(555)
Gains (losses) on derivatives:
Balance at beginning of period	13		(35)
Other comprehensive income (loss) before reclassifications (net tax effect of $0 and $0)	(149)		16
Reclassification to income (net tax effect of $0 and $0)	(4)		3
Adoption of ASU 2018-02	—		(8)
Balance at end of period	(140)		(24)
Pension and postretirement plans:
Balance at beginning of period	(135)		(104)
Other comprehensive income (loss) before reclassifications (net tax effect of $1 and $0)	4		—
Reclassification to income (net tax effect of $1 and $1)	3		2
Adoption of ASU 2018-02	—		(1)
Balance at end of period	(128)		(103)
Accumulated other comprehensive loss, end of period	$	(991)	$	(682)

(1)Includes gains of $6 million and $23 million for the three months ended March 31, 2020 and 2019, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.

22

Reclassifications from accumulated other comprehensive income (loss) to income for the three months ended March 31, 2020 and 2019 were as follows:

Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income Components	Three Months Ended March 31,				Affected Line Item in the Statements of Operations
	2020		2019
	(in millions)
Gains (losses) on derivatives:
Commodity derivatives	$	(3)	$	(2)	Cost of sales
Foreign currency derivatives	7		(1)		Cost of sales
	4		(3)		Income before income taxes
	—		—		Income tax expense
	4		(3)		Net income
	—		—		Net income attributable to noncontrolling interest
	$	4	$	(3)	Net income attributable to Aptiv
Pension and postretirement plans:
Actuarial losses	$	(4)	$	(3)	Other income (expense), net (1)
	(4)		(3)		Income before income taxes
	1		1		Income tax expense
	(3)		(2)		Net income
	—		—		Net income attributable to noncontrolling interest
	$	(3)	$	(2)	Net income attributable to Aptiv
Total reclassifications for the period	$	1	$	(5)

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

14. DERIVATIVES AND HEDGING ACTIVITIES

Cash Flow Hedges

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

23

As of March 31, 2020, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:

Commodity	Quantity Hedged	Unit of Measure	Notional Amount (Approximate USD Equivalent)
	(in thousands)		(in millions)
Copper	68,189	pounds	$	160

Foreign Currency	Quantity Hedged	Unit of Measure	Notional Amount (Approximate USD Equivalent)
	(in millions)
Mexican Peso	14,600	MXN	$	625
Chinese Yuan Renminbi	2,341	RMB	330
Euro	273	EUR	305
Polish Zloty	512	PLN	125

The Company had additional foreign currency forward contracts designated as cash flow hedges with notional amounts that individually amounted to less than $10 million. As of March 31, 2020, Aptiv has entered into derivative instruments to hedge cash flows extending out to March 2022.

Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net losses on cash flow hedges included in accumulated OCI as of March 31, 2020 were $120 million (approximately $120 million, net of tax). Of this total, approximately $78 million of losses are expected to be included in cost of sales within the next 12 months and approximately $42 million of losses are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Aptiv determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.

Net Investment Hedges

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

Since 2016, the Company has entered into a series of forward contracts, each of which have been designated as net investment hedges of the foreign currency exposure of the Company’s investments in certain Chinese Yuan Renminbi (“RMB”)-denominated subsidiaries. During the three months ended March 31, 2020 and 2019, the Company received $1 million and paid $2 million, respectively, at settlement related to these series of forward contracts which matured throughout each respective period. Refer to the tables below for details of the fair value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of operations and consolidated statements of comprehensive income related to these derivative instruments.

The Company has designated the €700 million 2015 Euro-denominated Senior Notes and the €500 million 2016 Euro-denominated Senior Notes, as more fully described in Note 8. Debt, as net investment hedges of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to changes in the value of the Euro-denominated debt instruments designated as net investment hedges, during the three months ended March 31, 2020 and 2019, $6 million and $23 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. Cumulative losses included in accumulated OCI related to these net investment hedges were $15 million as of March 31, 2020 and $21 million as of December 31, 2019.

24

Derivatives Not Designated as Hedges

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

Fair Value of Derivative Instruments in the Balance Sheet

The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2020 and December 31, 2019 are as follows:

	Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
	Balance Sheet Location	March 31, 2020		Balance Sheet Location	March 31, 2020		March 31, 2020
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	Other current assets	$	—	Accrued liabilities	$	25
Foreign currency derivatives*	Accrued liabilities	7		Accrued liabilities	52		$	(45)
Commodity derivatives	Other long-term assets	—		Other long-term liabilities	9
Foreign currency derivatives*	Other long-term liabilities	—		Other long-term liabilities	31		(31)
Total derivatives designated as hedges		$	7		$	117
Derivatives not designated:
Foreign currency derivatives*	Accrued liabilities	$	—	Accrued liabilities	$	2	(2)
Total derivatives not designated as hedges		$	—		$	2

	Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
	Balance Sheet Location	December 31, 2019		Balance Sheet Location	December 31, 2019		December 31, 2019
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	Other current assets	$	1	Accrued liabilities	$	3
Foreign currency derivatives*	Other current assets	35		Other current assets	6		$	29
Commodity derivatives	Other long-term assets	2		Other long-term liabilities	—
Foreign currency derivatives*	Other long-term assets	8		Other long-term assets	2		6
Total derivatives designated as hedges		$	46		$	11
Derivatives not designated:
Foreign currency derivatives*	Accrued liabilities	$	—	Accrued liabilities	$	1	(1)
Total derivatives not designated as hedges		$	—		$	1

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

The fair value of Aptiv’s derivative financial instruments was in a net liability position as of March 31, 2020 and a net asset position as of December 31, 2019.

25

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

The pre-tax effect of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three months ended March 31, 2020 and 2019 is as follows:

Three Months Ended March 31, 2020	(Loss) Gain Recognized in OCI		(Loss) Gain Reclassified from OCI into Income
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	(39)	$	(3)
Foreign currency derivatives	(111)		7
Derivatives designated as net investment hedges:
Foreign currency derivatives	1		—
Total	$	(149)	$	4

	Loss Recognized in Income
	(in millions)
Derivatives not designated:
Foreign currency derivatives	$	(2)
Total	$	(2)

Three Months Ended March 31, 2019	Gain (Loss) Recognized in OCI		Loss Reclassified from OCI into Income
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	20	$	(2)
Foreign currency derivatives	(2)		(1)
Derivatives designated as net investment hedges:
Foreign currency derivatives	(2)		—
Total	$	16	$	(3)

	Gain Recognized in Income
	(in millions)
Derivatives not designated:
Foreign currency derivatives	$	—
Total	$	—

The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other income (expense), net in the consolidated statements of operations for the three months ended March 31, 2020 and 2019, respectively.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements on a Recurring Basis

Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterparties with long-term investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency

26

and commodity derivative instruments are determined using exchange traded prices and rates. Aptiv also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Aptiv is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.

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

As of March 31, 2020 and December 31, 2019, Aptiv was in a net derivative liability position of $112 million and a net derivative asset position of $34 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.

Contingent consideration—The liability for contingent consideration is estimated as of the date of the acquisition and is recorded as part of the purchase price, and is subsequently re-measured to fair value at each reporting date, based on a probability-weighted analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. The measurement of the liability for contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASC Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings or milestone achievements of the acquired businesses and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the actual or forecasted inputs utilized or in the discount rates used to determine the present value of contingent future cash flows. The Company regularly reviews these assumptions and makes adjustments to the fair value measurements as required by facts and circumstances. As of March 31, 2020, the Company has determined that all earn-out provisions have been achieved under existing agreements.

As of March 31, 2020 and December 31, 2019, the liability for contingent consideration was $51 million (of which $19 million was classified within other current liabilities and $32 million was classified within other long-term liabilities) and $51 million (of which $16 million was classified within other current liabilities and $35 million was classified within other long-term liabilities), respectively, representing the maximum required amounts to be paid under existing agreements. Adjustments to this liability for interest accretion are recognized in interest expense, and any other changes in the fair value of this liability are recognized within other income (expense), net in the consolidated statements of operations.

The changes in the contingent consideration liability classified as a Level 3 measurement for the three months ended March 31, 2020 were as follows:

	Contingent Consideration Liability
	(in millions)
Fair value at beginning of period	$	51
Additions	—
Payments	—
Interest accretion	—
Fair value at end of period	$	51

In accordance with existing agreements, the Company was required to deposit $32 million related to the contingent consideration liability into an escrow account (of which $16 million was deposited in the second quarter of 2019 and $16 million was deposited in the first quarter of 2020). Accordingly, this amount is classified as restricted cash in the consolidated balance sheets. The remaining portion of the contingent consideration liability is required to be deposited into the escrow account in the first quarter of 2021 and all amounts are anticipated to be released from the escrow account in the fourth quarter of 2021.

27

As of March 31, 2020, Aptiv had no assets measured at fair value on a recurring basis and as of December 31, 2019, Aptiv had the following assets measured at fair value on a recurring basis:

	Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(in millions)
As of December 31, 2019:
Commodity derivatives	$	3	$	—	$	3	$	—
Foreign currency derivatives	35		—		35		—
Total	$	38	$	—	$	38	$	—

As of March 31, 2020 and December 31, 2019, Aptiv had the following liabilities measured at fair value on a recurring basis:

	Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(in millions)
As of March 31, 2020:
Commodity derivatives	$	34	$	—	$	34	$	—
Foreign currency derivatives	78		—		78		—
Contingent consideration	51		—		—		51
Total	$	163	$	—	$	112	$	51
As of December 31, 2019:
Commodity derivatives	$	3	$	—	$	3	$	—
Foreign currency derivatives	1		—		1		—
Contingent consideration	51		—		—		51
Total	$	55	$	—	$	4	$	51

Non-derivative financial instruments—Aptiv’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangement, finance leases and other debt issued by Aptiv’s non-U.S. subsidiaries, the Revolving Credit Facility, the Tranche A Term Loan and all series of outstanding senior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of March 31, 2020 and December 31, 2019, total debt was recorded at $6,224 million and $4,364 million, respectively, and had estimated fair values of $6,018 million and $4,593 million, respectively. For all other financial instruments recorded at March 31, 2020 and December 31, 2019, fair value approximates book value.

Fair Value Measurements on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, Aptiv also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, assets held for sale, equity investments, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. During the three months ended March 31, 2020 and 2019, Aptiv recorded no non-cash asset impairment charges. Fair value of long-lived and intangible assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, Aptiv has determined that the fair value measurements of long-lived and intangible assets fall in Level 3 of the fair value hierarchy.

28

16. OTHER INCOME, NET

Other income (expense), net included:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	3	$	3
Loss on extinguishment of debt	—		(6)
Components of net periodic benefit cost other than service cost (Note 9)	(5)		(5)
Change in fair value of equity investments (Note 17)	—		19
Other, net	1		5
Other (expense) income, net	$	(1)	$	16

As further discussed in Note 17. Acquisitions and Divestitures, during the three months ended March 31, 2019, Aptiv recorded a pre-tax unrealized gain of $19 million related to increases in fair value of its equity investments without readily determinable fair values. Also, as further discussed in Note 8. Debt, during the three months ended March 31, 2019, Aptiv redeemed for cash the entire $650 million aggregate principal amount outstanding of the 3.15% Senior Notes, resulting in a loss on debt extinguishment of approximately $6 million.

17. ACQUISITIONS AND DIVESTITURES

Acquisition of gabo Systemtechnik GmbH

On November 19, 2019, Aptiv acquired 100% of the equity interests of gabo Systemtechnik GmbH (“gabocom”), a leading provider of highly-engineered cable management and protection solutions for the telecommunications industry, for total consideration of $311 million, net of cash acquired. The results of operations of gabocom are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired gabocom utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2019. The preliminary purchase price and related allocation to the acquired net assets of gabocom based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	311
Property, plant and equipment	$	25
Intangible assets	75
Other liabilities, net	(11)
Identifiable net assets acquired	89
Goodwill resulting from purchase	222
Total purchase price allocation	$	311

Intangible assets include $66 million recognized for the fair value of customer-based assets with estimated useful lives of approximately 9 years and $9 million recognized for the fair value of the acquired trade name, which has an estimated useful life of approximately 15 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of gabocom, and is not deductible for tax purposes.

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

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

29

Acquisition of Falmat Inc.

On May 14, 2019, Aptiv acquired 100% of the equity interests of Falmat Inc. (“Falmat”), a leading manufacturer of high performance custom cable and cable assemblies for industrial applications, for total consideration of $25 million, net of cash acquired. The results of operations of Falmat are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired Falmat utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the second quarter of 2019. The preliminary purchase price and related allocation to the acquired net assets of Falmat based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	25
Intangible assets	$	12
Other assets, net	6
Identifiable net assets acquired	18
Goodwill resulting from purchase	7
Total purchase price allocation	$	25

Intangible assets primarily include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful lives of approximately 9 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of Falmat, and is not deductible for tax purposes.

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

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

Acquisition of Dynawave Inc.

In March 2020, Aptiv agreed to acquire Dynawave Inc. (“Dynawave”), a specialized manufacturer of custom-engineered interconnect solutions for a wide range of industries, for total consideration of approximately $22 million. The acquisition is subject to the satisfaction of customary closing conditions and the receipt of regulatory and other approvals, and is expected to close by the third quarter of 2020. The Company expects to acquire Dynawave primarily utilizing cash on hand. Upon completion, Dynawave will become part of the Signal and Power Solutions segment.

Technology Investments

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

During the fourth quarter of 2019, the Company’s Advanced Safety and User Experience segment made a $6 million investment in Krono-Safe, SAS, a leading software developer of safety-critical real-time embedded systems.

During the first quarter of 2019, the Company’s Advanced Safety and User Experience segment made an additional $3 million investment in Otonomo Technologies Ltd. (“Otonomo”), a connected car data marketplace developer. This investment was in addition to the Company’s $15 million investment made in the first quarter of 2017.

30

As of March 31, 2020, the Company had the following technology investments, which are classified within other long-term assets in the consolidated balance sheets:

Investment Name	Segment	Investment Date	Investment (in millions)
Krono-Safe, SAS	Advanced Safety and User Experience	Q4 2019	$	6
Affectiva, Inc.	Advanced Safety and User Experience	Q4 2018	15
Innoviz Technologies	Advanced Safety and User Experience	Q3 2017	15
LeddarTech, Inc.	Advanced Safety and User Experience	Q3 2017	10
Valens Semiconductor Ltd.	Signal and Power Solutions	Q2 2017	10
Otonomo Technologies Ltd.	Advanced Safety and User Experience	Q1 2017; Q1 2019	37
Quanergy Systems, Inc	Advanced Safety and User Experience	Q2 2015; Q1 2016	6
Other investments	Advanced Safety and User Experience	Q4 2018; Q3 2019	2
			$	101

During the three months ended March 31, 2019, the Company’s investment in Otonomo was remeasured to a fair value of $37 million, based on a subsequent round of financing observed to be for identical or similar investments of the same issuer. As a result, the Company recorded a pre-tax unrealized gain of $19 million to other income, net during the three months ended March 31, 2019.

There were no other material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to these investments. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.

Autonomous Driving Joint Venture

On March 26, 2020, Aptiv completed the transaction with Hyundai Motor Group (“Hyundai”) to form a new joint venture focused on the design, development and commercialization of autonomous driving technologies. Under the terms of the agreement, Aptiv contributed to the joint venture autonomous driving technology, intellectual property and approximately 700 employees for a 50% ownership interest in the newly formed entity. Hyundai contributed to the joint venture approximately $1.6 billion in cash, along with vehicle engineering services, research and development resources and access to intellectual property for a 50% ownership interest in the newly formed entity. As a result, subsequent to the closing of the transaction, the newly formed joint venture is expected to fund all of its future operating expenses and investments in autonomous driving technologies for the foreseeable future. Consequently, Aptiv is no longer required to fund these investments and expenses, which approximated $180 million for the year ended December 31, 2019 prior to the joint venture formation. Upon closing of the transaction, Aptiv deconsolidated the carrying value of the associated assets and liabilities contributed to the joint venture, previously classified as held for sale, and recognized an asset of approximately $2.0 billion within Investments in affiliates in the consolidated balance sheet, based on the preliminary fair value of its investment in the newly formed joint venture. The Company recognized a pre-tax gain of approximately $1.4 billion in the consolidated statement of operations (approximately $5.63 per diluted share during the three months ended March 31, 2020), net of transaction costs of $22 million, based on the difference between the carrying value of its contribution to the joint venture and the preliminary fair value of its investment in the newly formed entity. The estimated fair value of Aptiv’s ownership interest in the newly formed joint venture was determined primarily based on third-party valuations and management estimates, generally utilizing income and market approaches. The estimated fair value is preliminary and could be revised as a result of additional information obtained or adjustments made due to the completion of independent appraisals and valuations. The effects of this transaction would not materially impact the Company’s reported results for any period presented, and the transaction did not meet the criteria to be reflected as a discontinued operation.

In connection with the closing of the transaction, Aptiv and the newly formed entity entered into various agreements to facilitate an orderly transition and to provide a framework for their relationship going forward, which included a transition services agreement. The transition services primarily involve Aptiv providing certain administrative services to the joint venture for a period of up to 24 months after the closing date. These agreements are not material to Aptiv. The Company will account for its investment in the newly formed entity prospectively using the equity method of accounting.

The Company determined that the assets and liabilities associated with Aptiv’s contribution to the joint venture, which were reported within the Advanced Safety and User Experience segment, met the held for sale criteria as of December 31, 2019. Accordingly, the held for sale assets and liabilities were reclassified in the consolidated balance sheet as of December 31, 2019 to current assets held for sale and current liabilities held for sale, respectively, as the contribution of such assets and liabilities to

31

the joint venture was expected to occur within one year. Upon designation as held for sale, the Company ceased recording depreciation of the held for sale assets.

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. The estimated fair value less costs to sell of Aptiv’s contribution to the joint venture exceeded its carrying value as of December 31, 2019, and therefore no adjustment to these long-lived assets was necessary.

As a result of the completion of the transaction on March 26, 2020, there were no assets or liabilities held for sale as of March 31, 2020. The following table summarizes the carrying value of the major classes of assets and liabilities held for sale as of December 31, 2019:

	December 31, 2019
	(in millions)
Cash and cash equivalents	$	1
Accounts receivable, net	1
Property, net	64
Operating lease right-of-use assets	12
Intangible assets, net	126
Goodwill	318
Other assets	10
Total assets held for sale	$	532
Accounts payable	$	9
Accrued liabilities	19
Long-term operating lease liabilities	10
Other liabilities	5
Total liabilities held for sale	$	43

The pre-tax loss of Aptiv’s autonomous driving operations contributed to the joint venture on March 26, 2020, included within Aptiv’s consolidated operating results, were $41 million and $41 million for the three months ended March 31, 2020 and 2019, respectively.

18. SHARE-BASED COMPENSATION

Long-Term Incentive Plan

The Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”), allows for the grant of awards of up to 25,665,448 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under the PLC LTIP in each year from 2012 to 2020 in order to align management compensation with Aptiv’s overall business strategy. The Company has competitive and market-appropriate ownership requirements. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs. Historical amounts disclosed within this note include amounts attributable to the Company’s discontinued operations, unless otherwise noted, and for activity prior to December 4, 2017 represent awards based on shares of Delphi Automotive PLC.

Board of Director Awards

On April 26, 2018, Aptiv granted 22,676 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on April 26, 2018. The RSUs vested on April 24, 2019, and 23,999 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $2 million. 3,228 ordinary shares were withheld to cover withholding taxes.

32

On April 25, 2019, Aptiv granted 20,765 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on April 25, 2019. The RSUs vested on April 22, 2020, and 23,816 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $1 million. 2,041 ordinary shares were withheld to cover withholding taxes.

On April 23, 2020, Aptiv granted 48,745 RSUs to the Board of Directors at a grant date fair value of approximately $3 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on April 23, 2020. The RSUs will vest on April 29, 2021, the day before the 2021 Annual General Meeting of Shareholders.

Executive Awards

Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 25% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:

Metric	2020 Grant	2016 - 2019 Grants
Average return on net assets (1)	33%	50%
Cumulative net income	33%	25%
Relative total shareholder return (2)	33%	25%

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

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

The details of the executive grants were as follows:

Grant Date	RSUs Granted	Grant Date Fair Value		Time-Based Award Vesting Dates	Performance-Based Award Vesting Date
	(in millions)
February 2016	0.71	$	48	Annually on anniversary of grant date, 2017 - 2019	December 31, 2018
February 2017	0.80	63		Annually on anniversary of grant date, 2018 - 2020	December 31, 2019
February 2018	0.63	61		Annually on anniversary of grant date, 2019 - 2021	December 31, 2020
February 2019	0.71	62		Annually on anniversary of grant date, 2020 - 2022	December 31, 2021
February 2020	0.75	62		Annually on anniversary of grant date, 2021 - 2023	December 31, 2022

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

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

In February 2019, under the time-based vesting terms of the outstanding awards, 529,812 ordinary shares were issued to Aptiv employees at a fair value of approximately $44 million, of which 203,839 ordinary shares were withheld to cover withholding taxes. The performance-based RSUs associated with the 2016 grant, and applicable continuity awards, vested at the completion of a three-year performance period on December 31, 2018, and in the first quarter of 2019, 493,674 ordinary shares were issued to employees at a fair value of approximately $41 million, of which 199,547 ordinary shares were withheld to cover withholding taxes.

In February 2020, under the time-based vesting terms of the outstanding awards, 468,240 ordinary shares were issued to Aptiv employees at a fair value of approximately $37 million, of which 181,495 ordinary shares were withheld to cover

33

withholding taxes. The performance-based RSUs associated with the 2017 grant vested at the completion of a three-year performance period on December 31, 2019, and in the first quarter of 2020, 580,390 ordinary shares were issued to employees at a fair value of approximately $45 million, of which 243,080 ordinary shares were withheld to cover withholding taxes.

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

	RSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Nonvested, January 1, 2020	1,822	$	89.32
Granted	792	82.37
Vested	(468)	80.42
Forfeited	(39)	87.89
Nonvested, March 31, 2020	2,107	88.71

During the three months ended March 31, 2020 and 2019, Aptiv recognized a benefit from share based compensation of $1 million ($1 million, net of tax) and share based compensation expense of $15 million ($15 million, net of tax), respectively, based on the Company’s best estimate of ultimate performance against the respective targets. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of March 31, 2020, unrecognized compensation expense on a pre-tax basis of approximately $97 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the three months ended March 31, 2020 and 2019, approximately $32 million and $34 million, respectively, of cash was paid and reflected as a financing activity in the statements of cash flows related to the tax withholding for vested RSUs.

19. SEGMENT REPORTING

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

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

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

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

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

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

34

Included below are sales and operating data for Aptiv’s segments for the three months ended March 31, 2020 and 2019, as well as balance sheet data as of March 31, 2020 and December 31, 2019.

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Net sales	$	2,330	$	902	$	(6)	$	3,226
Depreciation and amortization	$	139	$	41	$	—	$	180
Adjusted operating income	$	225	$	6	$	—	$	231
Operating income (2)	$	199	$	1,420	$	—	$	1,619
Equity income (loss), net of tax	$	3	$	(1)	$	—	$	2
Net loss attributable to noncontrolling interest	$	(5)	$	—	$	—	$	(5)

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Net sales	$	2,562	$	1,023	$	(10)	$	3,575
Depreciation and amortization	$	131	$	42	$	—	$	173
Adjusted operating income	$	283	$	62	$	—	$	345
Operating income	$	257	$	40	$	—	$	297
Equity income, net of tax	$	3	$	—	$	—	$	3
Net income attributable to noncontrolling interest	$	5	$	—	$	—	$	5

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

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

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
Balance as of March 31, 2020:
Investment in affiliates (2)	$	91	$	1,999	$	—	$	2,090
Goodwill	$	2,363	$	26	$	—	$	2,389
Total segment assets (2)	$	12,444	$	6,980	$	(3,257)	$	16,167
Balance as of December 31, 2019:
Investment in affiliates	$	106	$	—	$	—	$	106
Goodwill	$	2,381	$	26	$	—	$	2,407
Total segment assets	$	12,726	$	4,988	$	(4,255)	$	13,459

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

(2)Includes $2.0 billion within Advanced Safety and User Experience for the preliminary fair value of the investment in the autonomous driving joint venture. Refer to Note 17. Acquisitions and Divestitures for additional information.

35

The reconciliation of Adjusted Operating Income to operating income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and other transactions and deferred compensation related to acquisitions. The reconciliations of Adjusted Operating Income to net income attributable to Aptiv for the three months ended March 31, 2020 and 2019 are as follows:

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Adjusted operating income	$	225	$	6	$	—	$	231
Restructuring	(19)		(9)		—		(28)
Other acquisition and portfolio project costs	(7)		(7)		—		(14)
Deferred compensation related to nuTonomy acquisition	—		(4)		—		(4)
Gain on business divestitures and other transactions	—		1,434		—		1,434
Operating income	$	199	$	1,420	$	—	1,619
Interest expense							(43)
Other expense, net							(1)
Income before income taxes and equity income							1,575
Income tax expense							(10)
Equity income, net of tax							2
Net income							1,567
Net loss attributable to noncontrolling interest							(5)
Net income attributable to Aptiv							$	1,572

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Adjusted operating income	$	283	$	62	$	—	$	345
Restructuring	(19)		(7)		—		(26)
Other acquisition and portfolio project costs	(7)		(4)		—		(11)
Deferred compensation related to nuTonomy acquisition	—		(11)		—		(11)
Operating income	$	257	$	40	$	—	297
Interest expense							(38)
Other income, net							16
Income before income taxes and equity income							275
Income tax expense							(33)
Equity income, net of tax							3
Net income							245
Net income attributable to noncontrolling interest							5
Net income attributable to Aptiv							$	240

36

20. REVENUE

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

Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by Aptiv from a customer are excluded from revenue. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.

Nature of Goods and Services

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

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

Disaggregation of Revenue

Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market in the following tables for the three months ended March 31, 2020 and 2019. Information concerning geographic market reflects the manufacturing location.

For the Three Months Ended March 31, 2020:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
Geographic Market
North America	$	1,005	$	292	$	—	$	1,297
Europe, Middle East and Africa	778		443		(3)		1,218
Asia Pacific	492		167		(3)		656
South America	55		—		—		55
Total net sales	$	2,330	$	902	$	(6)	$	3,226

For the Three Months Ended March 31, 2019:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
Geographic Market
North America	$	1,096	$	326	$	(1)	$	1,421
Europe, Middle East and Africa	789		443		(3)		1,229
Asia Pacific	622		254		(6)		870
South America	55		—		—		55
Total net sales	$	2,562	$	1,023	$	(10)	$	3,575

37

Contract Balances

Consistent with the recognition of production parts revenue at a point in time as title transfers to the customer, Aptiv has no contract assets or contract liabilities balances as of March 31, 2020 or December 31, 2019.

Outstanding Performance Obligations

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

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

Costs to Obtain a Contract

From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of March 31, 2020 and December 31, 2019, Aptiv has recorded $104 million (of which $20 million was classified within other current assets and $84 million was classified within other long-term assets) and $99 million (of which $20 million was classified within other current assets and $79 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.

Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three to five years. There have been no impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $4 million and $3 million for the three months ended March 31, 2020 and 2019, respectively.

21. LEASES

Lease Portfolio

The Company has operating and finance leases for real estate, office equipment, automobiles, forklifts and certain other equipment. The Company's leases have remaining lease terms of 1 year to 30 years, some of which include options to extend the leases for up to 8 years, and some of which include options to terminate the leases within 1 year. Certain of our lease agreements include rental payments which are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is not a quoted rate and is derived by applying a spread over U.S. Treasury rates with a similar duration to the Company’s lease payments. The spread utilized is based on the Company’s credit rating and the impact of full collateralization.

Related Party Lease Agreement

In connection with the closing of the autonomous driving joint venture, as further discussed in Note 17. Acquisitions and Divestitures, Aptiv agreed to sublease certain office space to the newly formed entity with a remaining lease term of approximately 9 years. Total income under the agreement was less than $1 million during the three months ended March 31, 2020. The sublease income and Aptiv’s associated operating lease cost are recorded to cost of sales in the consolidated statement of operations. The Company believes the terms of the lease agreement have not significantly been affected by the fact the Company and the lessee are related parties.

38

The components of lease expense were as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Lease cost:
Finance lease cost:
Amortization of right-of-use assets	$	1	$	1
Interest on lease liabilities	—		—
Total finance lease cost	1		1
Operating lease cost	27		29
Short-term lease cost	4		1
Variable lease cost	—		1
Sublease income (1)	—		—
Total lease cost	$	32	$	32

(1)Sublease income excludes rental income from owned properties of $3 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other income, net.

Supplemental cash flow and other information related to leases was as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	—	$	—
Operating cash flows for operating leases	28		27
Financing cash flows for finance leases	1		1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	6	$	36
Finance leases	—		—

39

Supplemental balance sheet information related to leases was as follows:

	March 31, 2020			December 31, 2019
	(dollars in millions)
Operating leases:
Operating lease right-of-use assets	$	393		$	413
Accrued liabilities (Note 5)	$	93		$	94
Long-term operating lease liabilities	308			329
Total operating lease liabilities	$	401		$	423
Finance leases:
Property and equipment	$	30		$	30
Less: accumulated depreciation	(10)			(9)
Total property, net	$	20		$	21
Short-term debt (Note 8)	$	4		$	4
Long-term debt (Note 8)	17			18
Total finance lease liabilities	$	21		$	22
Weighted average remaining lease term:
Operating leases	6 years			6 years
Finance leases	6 years			6 years
Weighted average discount rate:
Operating leases	3.5		%	3.5		%
Finance leases	4.0		%	4.0		%

Additionally, the Company reclassified $12 million of operating lease right-of-use assets and $13 million of operating lease liabilities as held for sale in the consolidated balance sheet as of December 31, 2019. Refer to Note 17. Acquisitions and Divestitures for further information regarding the Company's assets and liabilities held for sale.

Maturities of lease liabilities were as follows:

	Operating Leases		Finance Leases
	(in millions)
As of March 31, 2020:
2020 (remaining as of March 31, 2020)	$	79	$	4
2021	95		5
2022	79		4
2023	59		3
2024	40		2
Thereafter	93		6
Total lease payments	445		24
Less: imputed interest	(44)		(3)
Total	$	401	$	21

As of March 31, 2020, the Company has entered into additional operating leases which are not significant, primarily for real estate, that have not yet commenced.

40

22. SUBSEQUENT EVENTS

Credit Agreement Amendment

On May 1, 2020, to further enhance its liquidity and financial flexibility due to the unprecedented uncertainty related to the impact the COVID-19 pandemic is having on the global automotive industry and economies around the world, the Company amended and restated its existing Credit Agreement, comprised of a $2.0 billion Revolving Credit Facility and $350 million Tranche A Term Loan (the “Credit Agreement Amendment”). This Credit Agreement Amendment, among other things, extends the maturity date of $1,779 million principal amount of the Revolving Credit Facility and $298 million principal amount of the Tranche A Term Loan from August 17, 2021 to August 17, 2022 and increases the leverage ratio maintenance covenant until July 1, 2021, unless Aptiv elects to terminate at an earlier date (the “Covenant Relief Period”). Under the terms of the Credit Agreement Amendment, Aptiv’s consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement Amendment) will be increased from not more than 3.5 to 1.0 to not more than 4.5 to 1.0 during the Covenant Relief Period, and Aptiv will be subject to certain additional covenant restrictions during the Covenant Relief Period, including restrictions on Aptiv’s ability to execute repurchases of or pay dividends on its outstanding ordinary shares. The maturity date of the remaining portions of the Revolving Credit Facility and Tranche A Term Loan were not extended to August 17, 2022 and will consequently mature on August 17, 2021. The Credit Agreement Amendment also requires that Aptiv pay certain facility fees on the Revolving Credit Facility and certain fronting fees incremental to the existing Credit Agreement.

Loans under the Credit Agreement Amendment bear interest, at Aptiv’s option, at either (a) ABR or (b) LIBOR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rate may increase or decrease from time to time based on changes in Aptiv’s credit ratings. The Applicable Rates related to the extended principal amounts under the Credit Agreement Amendment, on the date specified, are set forth below:

	May 1, 2020
	LIBOR plus		ABR plus
Revolving Credit Facility	1.65	%	0.65	%
Tranche A Term Loan	1.75	%	0.75	%

41

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; uncertainties posed by the novel coronavirus (COVID-19) pandemic and the difficulty in predicting its future course and its impact on the global economy and the Company’s future operations; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material integral to the Company’s products; 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 and its predecessor agreement, the North American Free Trade Agreement; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission, including those set forth in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2019 and within this Form 10-Q filing. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

42

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

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the three months ended March 31, 2020. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in eight sections:

•Executive Overview

•Consolidated Results of Operations

•Results of Operations by Segment

•Liquidity and Capital Resources

•Off-Balance Sheet Arrangements

•Contingencies and Environmental Matters

•Recently Issued Accounting Pronouncements

•Critical Accounting Estimates

Within the MD&A, “Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC, a public limited company formed under the laws of Jersey on May 19, 2011 as Delphi Automotive PLC, which, through its subsidiaries, acquired certain assets of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) and completed an initial public offering on November 22, 2011. On December 4, 2017 (the “Distribution Date”), 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. To effect the Separation, the Company distributed to its shareholders one ordinary share of Delphi Technologies PLC for every three Aptiv ordinary shares outstanding as of November 22, 2017, the record date for the distribution. Following the Separation, the remaining company changed its name to Aptiv PLC and New York Stock Exchange (“NYSE”) symbol to “APTV.” The completion of the Separation positioned Aptiv as a 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.

Executive Overview

Our Business

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

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

Our total net sales during the three months ended March 31, 2020 were $3.2 billion, a decrease of 10% compared to the same period of 2019. Despite continued volume growth compared to market during the three months ended March 31, 2020, our overall volumes decreased 7% for the period, primarily due to the impacts of the COVID-19 pandemic, which also resulted in global vehicle production declines of 24% over the same period. The adverse impacts of the pandemic have 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 governmental “lock-down” orders for all non-essential activities in China, Europe and North America to-date. Although our overall lean cost structure, along with continued above-market sales growth, has enabled us to maintain strong levels of operating income while continuing to strategically invest in the future prior to the evolving COVID-19 pandemic, we anticipate the adverse impacts will persist through the second quarter of 2020 and perhaps beyond, and will likely have an adverse impact on our operating income and cash flows.

43

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle, including during periods of reduced industry volumes. Accordingly, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets, particularly resulting from the current impacts of the COVID-19 pandemic, and in order to increase investment in advanced technologies and engineering as conditions permit. As we operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure, as evidenced by our ongoing restructuring programs focused on the continued rotation of our manufacturing footprint to best cost locations and on reducing our global overhead costs, as described in Note 7. Restructuring to the consolidated financial statements contained herein. We believe our strong balance sheet coupled with our flexible cost structure will position us to capitalize on improvements in OEM production volumes as economic and pandemic conditions improve.

Trends, Uncertainties and Opportunities

COVID-19 pandemic. The global spread of the COVID-19 pandemic, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, has negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets. Most notably with respect to the automotive industry, we have experienced extended work stoppages in China, 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 accounts for approximately 70% of our annual net sales, as the pandemic spread to those regions and governmental authorities initiated “lock-down” orders for all non-essential activities. Although we have taken decisive actions to enhance our financial flexibility and minimize the impact on our business, such as the ramping down of certain production facilities in response to customer plant closures and changes in vehicle production schedules, imposing certain travel restrictions, suspending our cash dividend, drawing down all remaining availability under our existing Revolving Credit Facility and actively managing costs, capital spending and working capital to further strengthen our liquidity, the ultimate impact to our business remains highly uncertain. During the three months ended March 31, 2020, our net sales were adversely impacted by volume decreases of approximately 7% largely due to the impacts resulting from the COVID-19 pandemic, primarily as a result of 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 resultant adverse global economic impacts. Although we are unable to predict the ultimate impact to our business due to a number of evolving factors, including the duration and spread of the pandemic, the impact of the pandemic on economic activity, consumer demand and vehicle production schedules, and the actions of governmental authorities across the globe, we expect to experience continued adverse impacts resulting from the pandemic throughout the second quarter of 2020 and possibly beyond. However, we continue to actively monitor the ongoing potential impacts of COVID-19 and will seek to aggressively mitigate and minimize its impact on our business.

Economic conditions. Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including global and regional economic conditions. Global automotive vehicle production decreased 6% from 2018 to 2019, representing automotive vehicle production declines across all major regions during 2019. Compared to 2018, vehicle production in 2019 decreased by 9% in China, 4% in North America, 4% in Europe and 4% in South America, our smallest region. Global automotive vehicle production has continued to decline through the first quarter of 2020, primarily due to the adverse global economic impacts and uncertainty caused by the worldwide spread of the COVID-19 pandemic. Compared to 2019, vehicle production in the first quarter of 2020 decreased by 24% and is currently anticipated to decrease significantly in the second quarter and for the full year of 2020, although the extent to which the COVID-19 pandemic will impact global and regional automotive vehicle production for the remainder of 2020 and beyond remains highly uncertain.

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

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

44

experienced, as evidenced by the reduction in volumes in the region during the year ended December 31, 2019. In addition, automotive vehicle production in China decreased by 48% in the first quarter of 2020 as compared to 2019 and is currently anticipated to decrease significantly in the second quarter and for the full year of 2020, primarily as a result of the developing COVID-19 pandemic. Despite these vehicle production declines and the 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. Our strong global presence, and presence in these markets, has positioned us to experience above-market growth rates over the long-term. We continue to expand our established presence in key growth markets, positioning us to benefit from the expected long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with the key growth market OEMs to continue expanding our worldwide leadership. We continue to build upon our extensive geographic reach to capitalize on fast-growing automotive markets. We believe that our presence in best cost countries positions us to realize incremental margin improvements as the global balance of automotive production shifts towards the key growth markets.

We have a strong local presence in China, including a major manufacturing base and well-established customer relationships. Each of our business segments have operations and sales in China. Our business in China remains sensitive to economic and market conditions that impact automotive sales volumes in China, and may be affected if the pace of growth slows as the Chinese market matures or if there are reductions in vehicle demand in China, as have recently been experienced as a result of the COVID-19 pandemic. However, we continue to believe there is long-term growth potential in this market based on increasing long-term automotive and vehicle content demand.

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

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

Our global operations are subject to certain risks inherent in doing business abroad, including unexpected changes in laws or regulations governing trade, or other monetary or tax fiscal policy changes, including tariffs, quotas, customs and other import or export restrictions or trade barriers. We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business operations, trade or travel in response to a pandemic or widespread outbreak of an illness. For instance, the worldwide spread of the COVID-19 pandemic is having adverse impacts on our global operations, the automotive industry and economies around the world. Most notably, the pandemic 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 governmental “lock-down” orders for all non-essential activities in China, Europe and North America to-date. Although we are unable to predict the ultimate impact to our business due to a number of evolving factors, including the duration and spread of the pandemic, the impact of the pandemic on economic activity, consumer demand and vehicle production schedules, and the actions of governmental authorities across the globe, we expect to experience continued adverse impacts resulting from the pandemic throughout the second quarter of 2020 and possibly beyond. In addition, recent government changes in Mexico have yielded requirements that call for increases in minimum wages at the border as well as the interior of Mexico. These or any further political or governmental developments in response to the COVID-19 pandemic or in Mexico or other countries in which we operate could result in social, economic and labor instability.

In addition, existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement and its predecessor agreement, the North American Free Trade Agreement, provide certain beneficial duties and tariffs for qualifying

45

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

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

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

Engineering, design and development. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. Following the completion of the autonomous driving joint venture in the first quarter of 2020, we have a team of approximately 19,300 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 12 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States. We invest approximately $1.2 billion (which includes approximately $300 million co-investment by customers and government agencies) annually in research and development, including engineering, to maintain our portfolio of innovative products, and own/hold approximately 7,300 patents and protective rights as of March 31, 2020. We also encourage “open innovation” and collaborate extensively with peers in the industry, government agencies and academic institutions. Our technology competencies are recognized by both customers and government agencies, who co-invest approximately $300 million annually in new product development, accelerating the pace of innovation and reducing the risk associated with successful commercialization of technological breakthroughs.

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

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

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle. As a result, approximately 97% of our hourly workforce is located in best cost countries. Furthermore, we have substantial operational flexibility by leveraging a large workforce of temporary workers, which represented approximately 14% of the hourly workforce as of March 31, 2020. However, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets and in order to increase investment in advanced technologies and engineering, as evidenced by our ongoing restructuring programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and on reducing our global overhead costs. As we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure.

46

We have a strong balance sheet with gross debt of approximately $6.2 billion and substantial available liquidity of approximately $2.2 billion as of March 31, 2020, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits (“OPEB”) liabilities. As further described in Note 8. Debt to the consolidated financial statements contained herein, we drew down all remaining availability under the Revolving Credit Facility during the first quarter of 2020, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on our business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic. We intend to maintain strong financial discipline by targeting industry-leading earnings growth, cash flow generation and return on invested capital and to maintain sufficient liquidity to sustain our financial flexibility throughout the industry cycle.

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

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

Industry consolidation. Consolidation among worldwide suppliers is expected to continue as suppliers seek to achieve operating synergies and value stream efficiencies, acquire complementary technologies and build stronger customer relationships as OEMs continue to expand globally. Additionally, new entrants from outside the traditional automotive industry may seek to gain access to certain vehicle component markets, as evidenced by the acquisition of Harman International Industries, Incorporated by Samsung Electronics Co., Ltd. and the acquisition of Mobileye N.V. by Intel Corporation. We believe companies with strong balance sheets and financial discipline are in the best position to take advantage of the industry consolidation trend.

Commercializing the high-tech evolution of the automotive industry. The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions. In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience. We expect automated driving technologies will provide strong societal benefit as well as the opportunity for long-term growth for our product offerings in this space. We are focused on enabling and delivering end-to-end smart mobility solutions, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services. Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles. Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment.

We are continuing to invest in the automated driving space, and have continued to develop market-leading automated driving platform solutions such as automated driving software, key active safety sensing technologies and our Multi-Domain Controller, which fuses information from sensing systems as well as mapping and navigation data to make driving decisions. We believe we are well-aligned with industry technology trends that will result in sustainable future growth in this space, and have partnered with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies. Additionally, in 2017 we acquired nuTonomy, Inc. (“nuTonomy”) in order to further accelerate the commercialization of automated driving solutions. The acquisition of nuTonomy was the latest in a series of investments we have made to expand our position in the new mobility space, including the 2015 acquisition of automated driving software developer Ottomatika.

There has also been increasing societal demand for mobility on demand (“MoD”) services, such as car- and ride-sharing, and an increasing number of traditional automotive companies have made investments in the MoD space. We believe the increasing societal demand for MoD services will accelerate the development of autonomous driving technologies, strongly benefiting the MoD space. In 2018, we announced a partnership with Lyft, Inc. (“Lyft”) by launching a fleet of autonomous vehicles in Las Vegas which operate on Aptiv’s fully-integrated autonomous driving platform and are available to the public on the Lyft network. This partnership leverages our connected services capabilities and Lyft’s ride-hailing experience to provide valuable insights on self-driving fleet operations and management. In addition, we have entered into agreements with the Singapore Land Transport Authority and with the city of Boston to develop fully-autonomous vehicles and associated infrastructure as part of automated MoD pilots.

47

In an effort to further our leadership position in the automated driving space, in March 2020 we completed the transaction with Hyundai Motor Group to form a new joint venture focused on the design, development and commercialization of autonomous driving technologies. We expect this partnership to advance the development of production-ready autonomous driving systems for commercialization by bringing together our innovative vehicle technologies in the new mobility space with one of the world’s largest vehicle manufacturers. The joint venture anticipates it will begin testing fully driverless systems in 2020 and have a production-ready autonomous driving platform available for robotaxi providers, fleet operators and automotive manufacturers in 2022. As a result of our substantial investments and strategic partnerships, we believe we are well-aligned with industry technology trends that will result in sustainable future growth in these evolving areas.

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

Consolidated Results of Operations

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

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

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

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

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

The automotive technology and component supply industry is traditionally subject to inflationary pressures with respect to raw materials and labor which may place operational and profitability burdens on the entire supply chain. We will continue to work with our customers and suppliers to mitigate the impact of these inflationary pressures in the future. In addition, we expect commodity cost volatility, particularly related to copper and petroleum-based resin products, to have a continual impact on future earnings and/or operating cash flows. As such, we continually seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging.

48

Three Months Ended March 31, 2020 versus Three Months Ended March 31, 2019

The results of operations for the three months ended March 31, 2020 and 2019 were as follows:

	Three Months Ended March 31,
	2020			2019			Favorable/(unfavorable)
	(dollars in millions)
Net sales	$	3,226		$	3,575		$	(349)
Cost of sales	2,725			2,962			237
Gross margin	501		15.5%	613		17.1%	(112)
Selling, general and administrative	252			256			4
Amortization	36			34			(2)
Restructuring	28			26			(2)
Gain on autonomous driving joint venture	(1,434)			—			1,434
Operating income	1,619			297			1,322
Interest expense	(43)			(38)			(5)
Other (expense) income, net	(1)			16			(17)
Income before income taxes and equity income	1,575			275			1,300
Income tax expense	(10)			(33)			23
Income before equity income	1,565			242			1,323
Equity income, net of tax	2			3			(1)
Net income	1,567			245			1,322
Net (loss) income attributable to noncontrolling interest	(5)			5			(10)
Net income attributable to Aptiv	$	1,572		$	240		$	1,332

Total Net Sales

Below is a summary of our total net sales for the three months ended March 31, 2020 versus 2019.

	Three Months Ended March 31,						Variance Due To:
	2020		2019		Favorable/(unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total
	(in millions)						(in millions)
Total net sales	$	3,226	$	3,575	$	(349)	$	(279)	$	(63)	$	(7)	$	—	$	(349)

Total net sales for the three months ended March 31, 2020 decreased 10% compared to the three months ended March 31, 2019. Despite continued volume growth compared to market during the three months ended March 31, 2020, our overall volumes decreased 7% for the period, primarily due to the impacts of the COVID-19 pandemic, which also resulted in global vehicle production declines of 24% over the same period. The adverse impacts of the pandemic 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 governmental “lock-down” orders for all non-essential activities in China, Europe and North America to-date. Our total net sales was also impacted by unfavorable foreign currency impacts, primarily related to the Euro and Chinese Yuan Renminbi, and contractual price reductions.

Cost of Sales

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

Cost of sales decreased $237 million for the three months ended March 31, 2020 compared to the three months ended March 31, 2019, as summarized below. The Company’s material cost of sales was approximately 50% of net sales in both the three months ended March 31, 2020 and 2019.

49

	Three Months Ended March 31,								Variance Due To:
	2020			2019			Favorable/(unfavorable)		Volume (a)		FX		Operational performance		Other		Total
	(dollars in millions)								(in millions)
Cost of sales	$	2,725		$	2,962		$	237	$	148	$	56	$	9	$	24	$	237
Gross margin	$	501		$	613		$	(112)	$	(131)	$	(7)	$	9	$	17	$	(112)
Percentage of net sales	15.5		%	17.1		%

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

The decrease in cost of sales reflects decreased volumes, largely resulting from the impacts of the COVID-19 pandemic, and the impacts from currency exchange and operational performance improvements. Cost of sales was also impacted by the following items in Other above:

•$7 million of decreased commodity pass-through costs.

Selling, General and Administrative Expense

	Three Months Ended March 31,
	2020			2019			Favorable/ (unfavorable)
	(dollars in millions)
Selling, general and administrative expense	$	252		$	256		$	4
Percentage of net sales	7.8		%	7.2		%

Selling, general and administrative expense (“SG&A”) includes administrative expenses, information technology costs and incentive compensation related costs. SG&A increased as a percentage of net sales for the three months ended March 31, 2020 as compared to 2019, primarily due to the impacts of the COVID-19 pandemic on our overall net sales volumes. SG&A was also impacted by reduced incentive compensation costs, partially offset by increased information technology costs as compared to the prior period.

Amortization

	Three Months Ended March 31,
	2020		2019		Favorable/ (unfavorable)
	(in millions)
Amortization	$	36	$	34	$	(2)

Amortization expense reflects the non-cash charge related to definite-lived intangible assets. The increase in amortization during the three months ended March 31, 2020 compared to 2019 reflects the continued amortization of our definite-lived intangible assets, which resulted primarily from our acquisitions, over their estimated useful lives. Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of our business acquisitions, including details of the intangible assets recorded in each transaction.

Restructuring

	Three Months Ended March 31,
	2020			2019			Favorable/ (unfavorable)
	(dollars in millions)
Restructuring	$	28		$	26		$	(2)
Percentage of net sales	0.9		%	0.7		%

The Company recorded employee-related and other restructuring charges totaling approximately $28 million during the three months ended March 31, 2020, of which $11 million was recognized for programs implemented in the European region, pursuant to the Company’s ongoing overhead cost reduction strategy. None of the Company’s individual restructuring programs

50

initiated during the three months ended March 31, 2020 were material and there have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. We expect to make cash payments of approximately $80 million over the next twelve months pursuant to currently implemented restructuring programs.

The Company recorded employee-related and other restructuring charges totaling approximately $26 million during the three months ended March 31, 2019, of which $7 million was recognized for programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and reducing overhead costs in the region.

We expect to continue to incur additional restructuring expense in 2020 and beyond, primarily related to programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and to reduce global overhead costs, which includes approximately $40 million of restructuring costs within the Signal and Power Solutions segment for programs approved as of March 31, 2020. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. The Company plans to implement additional restructuring activities in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to increase investment in advanced technologies and engineering. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

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

Interest Expense

	Three Months Ended March 31,
	2020		2019		Favorable/ (unfavorable)
	(in millions)
Interest expense	$	43	$	38	$	(5)

The increase in interest expense during the three months ended March 31, 2020 compared to 2019 reflects the issuance of the 2019 Senior Notes in the first quarter of 2019, which were utilized to redeem the 3.15% Senior Notes, and increased borrowings under the Revolving Credit Facility. Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.

Other Income, Net

	Three Months Ended March 31,
	2020		2019		Favorable/ (unfavorable)
	(in millions)
Other (expense) income, net	$	(1)	$	16	$	(17)

As further discussed in Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein, during the three months ended March 31, 2019, Aptiv recorded a pre-tax unrealized gain of $19 million related to increases in fair value of its equity investments without readily determinable fair values. Also, as further discussed in Note 8. Debt to the consolidated financial statements contained herein, during the three months ended March 31, 2019, Aptiv redeemed for cash the entire $650 million aggregate principal amount outstanding of the 3.15% Senior Notes, resulting in a loss on debt extinguishment of approximately $6 million.

Income Taxes

	Three Months Ended March 31,
	2020		2019		Favorable/ (unfavorable)
	(in millions)
Income tax expense	$	10	$	33	$	23

The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative

51

amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.

The Company’s effective tax rate for the three months ended March 31, 2020 includes net discrete tax benefits of $3 million, primarily related to changes in reserves, changes in accruals for unremitted earnings and provision to return adjustments. Also included as a discrete item in the effective tax rate for the three months ended March 31, 2020 is the beneficial impact of approximately 11 points resulting from the gain on the autonomous driving joint venture. The tax expense associated with the gain was insignificant as Aptiv’s aggregate autonomous driving assets were exempt from capital gains tax in the jurisdiction from which they were sold. The aggregate autonomous driving assets had been acquired, purchased or developed in taxable transactions in prior periods and reflect changes made to the corporate entity operating structure for intellectual property following the Separation of its former Powertrain Systems segment. The effective tax rate for the three months ended March 31, 2019 includes net discrete tax benefits of $10 million, primarily related to changes in reserves and provision to return adjustments. Refer to Note 11. Income Taxes to the consolidated financial statements contained herein for additional information.

Equity Income

	Three Months Ended March 31,
	2020		2019		Favorable/ (unfavorable)
	(in millions)
Equity income, net of tax	$	2	$	3	$	(1)

Equity income, net of tax reflects the Company’s interest in the results of ongoing operations of entities accounted for as equity-method investments. Equity income remained consistent for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily attributable to the performance of our joint ventures in North America and Asia Pacific as compared to the prior period.

Results of Operations by Segment

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

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

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

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

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

The reconciliation of Adjusted Operating Income to operating income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and other transactions and deferred compensation related to acquisitions. The reconciliations of Adjusted Operating Income to net income attributable to Aptiv for the three months ended March 31, 2020 and 2019 are as follows:

52

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Adjusted operating income	$	225	$	6	$	—	$	231
Restructuring	(19)		(9)		—		(28)
Other acquisition and portfolio project costs	(7)		(7)		—		(14)
Deferred compensation related to nuTonomy acquisition	—		(4)		—		(4)
Gain on business divestitures and other transactions	—		1,434		—		1,434
Operating income	$	199	$	1,420	$	—	1,619
Interest expense							(43)
Other expense, net							(1)
Income before income taxes and equity income							1,575
Income tax expense							(10)
Equity income, net of tax							2
Net income							1,567
Net loss attributable to noncontrolling interest							(5)
Net income attributable to Aptiv							$	1,572

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Adjusted operating income	$	283	$	62	$	—	$	345
Restructuring	(19)		(7)		—		(26)
Other acquisition and portfolio project costs	(7)		(4)		—		(11)
Deferred compensation related to nuTonomy acquisition	—		(11)		—		(11)
Operating income	$	257	$	40	$	—	297
Interest expense							(38)
Other income, net							16
Income before income taxes and equity income							275
Income tax expense							(33)
Equity income, net of tax							3
Net income							245
Net income attributable to noncontrolling interest							5
Net income attributable to Aptiv							$	240

53

Net sales, gross margin as a percentage of net sales and Adjusted Operating Income by segment for the three months ended March 31, 2020 and 2019 are as follows:

Net Sales by Segment

	Three Months Ended March 31,						Variance Due To:
	2020		2019		Favorable/(unfavorable)		Volume, net of contractual price reductions		FX		Commodity pass-through		Other		Total
	(in millions)						(in millions)
Signal and Power Solutions	$	2,330	$	2,562	$	(232)	$	(173)	$	(52)	$	(7)	$	—	$	(232)
Advanced Safety and User Experience	902		1,023		(121)		(110)		(11)		—		—		(121)
Eliminations and Other	(6)		(10)		4		4		—		—		—		4
Total	$	3,226	$	3,575	$	(349)	$	(279)	$	(63)	$	(7)	$	—	$	(349)

Gross Margin Percentage by Segment

	Three Months Ended March 31,
	2020		2019
Signal and Power Solutions	18.6	%	19.5	%
Advanced Safety and User Experience	7.4	%	11.1	%
Eliminations and Other	—	%	—	%
Total	15.5	%	17.1	%

Adjusted Operating Income by Segment

	Three Months Ended March 31,						Variance Due To:
	2020		2019		Favorable/(unfavorable)		Volume, net of contractual price reductions		Operational performance		Other		Total
	(in millions)						(in millions)
Signal and Power Solutions	$	225	$	283	$	(58)	$	(83)	$	30	$	(5)	$	(58)
Advanced Safety and User Experience	6		62		(56)		(48)		(28)		20		(56)
Eliminations and Other	—		—		—		—		—		—		—
Total	$	231	$	345	$	(114)	$	(131)	$	2	$	15	$	(114)

As noted in the table above, Adjusted Operating Income for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 was impacted by volume decreases, net of contractual price reductions, including product mix, largely resulting from the impacts of the COVID-19 pandemic. The adverse impacts of the pandemic 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 governmental “lock-down” orders for all non-essential activities in China, Europe and North America to-date. Adjusted Operating Income was also impacted by operational performance improvements and the following items included within Other in the table above:

•$6 million of decreased SG&A expense, not including the impact of other acquisition and portfolio project costs, primarily as a result of decreased incentive compensation costs.

54

Liquidity and Capital Resources

COVID-19 Pandemic

Due to the unprecedented uncertainty related to the impact the COVID-19 pandemic is having on the global automotive industry and economies around the world, the Company initiated a series of precautionary actions during the first quarter of 2020 to further enhance its liquidity and financial flexibility. Among these, the Company has taken decisive actions to manage costs, capital spending and working capital to further strengthen its liquidity, including the ramping down of certain production facilities in response to customer plant closures and changes in vehicle production schedules. Additionally, as further described below, the Company drew down all remaining availability under its existing Revolving Credit Facility and suspended the payment of its cash dividend to further increase capital preservation during the pandemic. The impacts of COVID-19 are increasingly reducing visibility into when customers’ plants will be fully operational, as well as creating the potential for lower consumer demand and additional supply chain interruptions, which could adversely impact global vehicle production and the viability and financial stability of our customers and suppliers. While the Company believes it has taken prudent actions to mitigate the impacts on its business resulting from the COVID-19 pandemic and to provide sufficient liquidity to fund our global operations and capital investments, the ultimate impact of the pandemic to our business remains highly uncertain. However, we will continue to actively monitor the ongoing potential impacts of COVID-19 and will continue to seek to aggressively mitigate and minimize its impact on our business.

Overview of Capital Structure

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

As of March 31, 2020, we had cash and cash equivalents of $2.1 billion and net debt (defined as outstanding debt less cash and cash equivalents) of $4.2 billion. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of March 31, 2020. The amounts disclosed as available under the Company’s significant committed credit facilities are available without violating our existing debt covenants, which are described below.

	March 31, 2020
	(in millions)
Cash and cash equivalents	$	2,055
Revolving Credit Facility, unutilized portion (1)	—
Committed European accounts receivable factoring facility, unutilized portion (2)	98
Total available liquidity	$	2,153

(1)Availability reduced by less than $1 million in letters of credit issued under the Credit Agreement as of March 31, 2020.

(2)Based on March 31, 2020 foreign currency rates, subject to the availability of eligible accounts receivable.

We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies and the terms of the Credit Agreement. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Aptiv. As of March 31, 2020, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $2.0 billion. If additional non-U.S. cash was needed for our U.S. operations, we may be required to accrue and pay withholding if we were to distribute such funds from non-U.S. subsidiaries to the U.S.; however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue and pay such additional amounts.

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

55

Share Repurchases

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

A summary of the ordinary shares repurchased during the three months ended March 31, 2020 and 2019 is as follows:

	Three Months Ended March 31,
	2020		2019
Total number of shares repurchased	1,059,075		2,840,079
Average price paid per share	$	53.73	$	79.57
Total (in millions)	$	57	$	226

As of March 31, 2020, approximately $13 million of share repurchases remained available under the April 2016 share repurchase program. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

New Share Repurchase Program

In January 2019, the Board of Directors authorized a new share repurchase program of up to $2.0 billion of ordinary shares. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. This program will commence following the completion of the Company’s April 2016 share repurchase program described above. Although both the April 2016 and this new share repurchase program remain authorized, in order to preserve liquidity during the COVID-19 pandemic crisis, the Company does not anticipate executing further share repurchases until such time as the global economic uncertainties and business impacts resulting from the pandemic have abated.

Dividends

During the first quarter of 2020, following the payment of its first quarter dividend, the Company suspended its annual cash dividend of $0.88 per ordinary share, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic.

Acquisitions

gabocom—On November 19, 2019, Aptiv acquired 100% of the equity interests of gabo Systemtechnik GmbH (“gabocom”), a leading provider of highly-engineered cable management and protection solutions for the telecommunications industry, for total consideration of $311 million, net of cash acquired. The acquisition was accounted for as a business combination, with the operating results of gabocom included within the Company’s Signal and Power Solutions segment from the date of acquisition. The Company acquired gabocom utilizing cash on hand.

Falmat—On May 14, 2019, Aptiv acquired 100% of the equity interests of Falmat Inc. (“Falmat”), a leading manufacturer of high performance custom cable and cable assemblies for industrial applications, for total consideration of $25 million, net of cash acquired. The acquisition was accounted for as a business combination, with the operating results of Falmat included within the Company’s Signal and Power Solutions segment from the date of acquisition. The Company acquired Falmat utilizing cash on hand.

Dynawave—In March 2020, Aptiv agreed to acquire Dynawave Inc. (“Dynawave”), a specialized manufacturer of custom-engineered interconnect solutions for a wide range of industries, for total consideration of approximately $22 million. The acquisition is subject to the satisfaction of customary closing conditions and the receipt of regulatory and other approvals, and is expected to close by the third quarter of 2020. The Company expects to acquire Dynawave primarily utilizing cash on hand. Upon completion, Dynawave will become part of the Signal and Power Solutions segment.

Technology Investments—During the fourth quarter of 2019, the Company’s Advanced Safety and User Experience segment made a $6 million investment in Krono-Safe, SAS, a leading software developer of safety-critical real-time embedded systems. During the first quarter of 2019, the Company’s Advanced Safety and User Experience segment made an additional $3 million investment in Otonomo Technologies Ltd. (“Otonomo”), a connected car data marketplace developer. This investment was in addition to the Company’s $15 million investment made in the first quarter of 2017. These investments do not have readily determinable fair values and are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.

56

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

Autonomous Driving Joint Venture

On March 26, 2020, Aptiv completed the transaction with Hyundai Motor Group (“Hyundai”) to form a new joint venture focused on the design, development and commercialization of autonomous driving technologies. Under the terms of the agreement, Aptiv contributed to the joint venture autonomous driving technology, intellectual property and approximately 700 employees for a 50% ownership interest in the newly formed entity. Hyundai contributed to the joint venture approximately $1.6 billion in cash, along with vehicle engineering services, research and development resources and access to intellectual property for a 50% ownership interest in the newly formed entity. As a result, subsequent to the closing of the transaction, the newly formed joint venture is expected to fund all of its future operating expenses and investments in autonomous driving technologies for the foreseeable future. Consequently, Aptiv is no longer required to fund these investments and expenses, which approximated $180 million for the year ended December 31, 2019 prior to the joint venture formation. Upon closing of the transaction, Aptiv deconsolidated the carrying value of the associated assets and liabilities contributed to the joint venture, previously classified as held for sale, and recognized an asset of approximately $2.0 billion within Investments in affiliates in the consolidated balance sheet, based on the preliminary fair value of its investment in the newly formed joint venture. The Company recognized a pre-tax gain of approximately $1.4 billion in the consolidated statement of operations (approximately $5.63 per diluted share during the three months ended March 31, 2020), net of transaction costs of $22 million, based on the difference between the carrying value of its contribution to the joint venture and the preliminary fair value of its investment in the newly formed entity. The estimated fair value of Aptiv’s ownership interest in the newly formed joint venture was determined primarily based on third-party valuations and management estimates, generally utilizing income and market approaches. The estimated fair value is preliminary and could be revised as a result of additional information obtained or adjustments made due to the completion of independent appraisals and valuations. The effects of this transaction would not materially impact the Company’s reported results for any period presented, and the transaction did not meet the criteria to be reflected as a discontinued operation.

In connection with the closing of the transaction, Aptiv and the newly formed entity entered into various agreements to facilitate an orderly transition and to provide a framework for their relationship going forward, which included a transition services agreement. The transition services primarily involve Aptiv providing certain administrative services to the joint venture for a period of up to 24 months after the closing date. These agreements are not material to Aptiv. The Company will account for its investment in the newly formed entity prospectively using the equity method of accounting.

The Company determined that the assets and liabilities associated with Aptiv’s contribution to the joint venture, which were reported within the Advanced Safety and User Experience segment, met the held for sale criteria as of December 31, 2019. Accordingly, the held for sale assets and liabilities were reclassified in the consolidated balance sheet as of December 31, 2019 to current assets held for sale and current liabilities held for sale, respectively, as the contribution of such assets and liabilities to the joint venture was expected to occur within one year. Upon designation as held for sale, the Company ceased recording depreciation of the held for sale assets. Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for additional information.

Credit Agreement

Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains senior unsecured credit facilities currently consisting of a term loan (the “Tranche A Term Loan”) and a revolving credit facility of $2.0 billion (the “Revolving Credit Facility”). The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on August 17, 2016. The 2016 amendment extended the maturity of the Revolving Credit Facility and the Tranche A Term Loan from 2018 to 2021, increased the capacity of the Revolving Credit Facility from $1.5 billion to $2.0 billion and permitted Aptiv PLC to act as a borrower on the Revolving Credit Facility.

Beginning in the fourth quarter of 2017, Aptiv was obligated to begin making quarterly principal payments throughout the term of the Tranche A Term Loan, according to the amortization schedule in the Credit Agreement. The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion (or a greater amount based upon a formula set forth in the Credit Agreement) upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent and existing lenders.

During the first quarter of 2020, the Company drew down all remaining availability under its Revolving Credit Facility, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic. As a result, approximately $2.0 billion was outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement as of

57

March 31, 2020. The maximum amount drawn under the Revolving Credit Facility during the three months ended March 31, 2020 was $2.0 billion.

Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below:

	March 31, 2020				December 31, 2019
	LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility	1.10	%	0.10	%	1.10	%	0.10	%
Tranche A Term Loan	1.25	%	0.25	%	1.25	%	0.25	%

The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in the Company’s credit ratings. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in the Company’s corporate credit ratings. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility and certain letter of credit issuance and fronting fees.

The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by Aptiv in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). Aptiv may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of March 31, 2020, Aptiv selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of March 31, 2020, as detailed in the table below, was based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:

		Borrowings as of
		March 31, 2020		Rates effective as of
	Applicable Rate	(in millions)		March 31, 2020
Revolving Credit Facility	ABR plus 0.10%	$	150	3.35	%
Revolving Credit Facility	LIBOR plus 1.10%	$	1,850	1.88	%
Tranche A Term Loan	LIBOR plus 1.25%	$	350	2.00	%

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

The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0. The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2020.

As of March 31, 2020, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement, and the Tranche A Term Loan and the Revolving Credit Facility were set to mature on August 17, 2021. Subsequent to March 31, 2020, the Company amended and restated the Credit Agreement, extending the maturity date of substantially all of the Revolving Credit Facility and the Tranche A Term Loan from August 17, 2021 to August 17, 2022, as further described in Note 22. Subsequent Events to the consolidated financial statements contained herein.

58

Senior Unsecured Notes

As of March 31, 2020, the Company had the following senior unsecured notes issued and outstanding:

Aggregate Principal Amount (in millions)		Stated Coupon Rate	Issuance Date	Maturity Date	Interest Payment Date
$	700	4.15%	March 2014	March 2024	March 15 and September 15
780		1.50%	March 2015	March 2025	March 10
650		4.25%	November 2015	January 2026	January 15 and July 15
557		1.60%	September 2016	September 2028	September 15
300		4.35%	March 2019	March 2029	March 15 and September 15
300		4.40%	September 2016	October 2046	April 1 and October 1
350		5.40%	March 2019	March 2049	March 15 and September 15

Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of March 31, 2020, the Company was in compliance with the provisions of all series of the outstanding senior notes. Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.

Guarantor Summarized Financial Information

In March 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to simplify the financial disclosure requirements for guarantors and issuers of guaranteed securities registered under Rule 3-10 of Regulation S-X. As permitted, the Company elected to early adopt these amendments during the first quarter of 2020. Accordingly, the below summarized financial information has been provided in lieu of the condensed consolidating financial statements provided in the Company’s 2019 Annual Report on Form 10-K.

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

The below summarized financial information is presented on a combined basis after the elimination of intercompany balances and transactions among the Obligor Group and equity in earnings from and investments in the Non-Guarantors. The below summarized financial information should be read in conjunction with the Company’s consolidated financial statements contained herein, as the financial information may not necessarily be indicative of results of operations or financial position had the subsidiaries operated as independent entities.

59

	Obligor Group
Three Months Ended March 31, 2020	(in millions)
Net sales	$	—
Gross margin	$	—
Operating income	$	29
Net loss	$	(63)
Net loss attributable to Aptiv	$	(63)
As of March 31, 2020
Current assets (1)	$	2,446
Long-term assets	$	18
Current liabilities (2)	$	6,670
Long-term liabilities (2)	$	6,166
Noncontrolling interest	$	—
As of December 31, 2019
Current assets (1)	$	522
Long-term assets (1)	$	772
Current liabilities (2)	$	6,579
Long-term liabilities (2)	$	4,172
Noncontrolling interest	$	—

(1)Includes current assets of $2,446 million and $522 million as of March 31, 2020 and December 31 2019, respectively, and long-term assets of $768 million as of December 31 2019, due from Non-Guarantors.

(2)Includes current liabilities of $6,627 million and $6,409 million, and long-term liabilities of $226 million and $226 million, due to Non-Guarantors as of March 31, 2020 and December 31 2019, respectively.

Other Financing

Receivable factoring—Aptiv maintains a €300 million European accounts receivable factoring facility that is available on a committed basis. This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This program renews on a non-committed, indefinite basis unless terminated by either party. Borrowings bear interest at Euro Interbank Offered Rate (“EURIBOR”) plus 0.42% for borrowings denominated in Euros. The rate effective on amounts outstanding as of March 31, 2020 was 0.42%. As of March 31, 2020 and December 31, 2019, Aptiv had $236 million and $266 million, respectively, outstanding on the European accounts receivable factoring facility. The maximum amount drawn under the European facility during the three months ended March 31, 2020 was $253 million, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic.

Finance leases and other—As of March 31, 2020 and December 31, 2019, approximately $28 million and $33 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.

Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $2 million and $2 million outstanding through other letter of credit facilities as of March 31, 2020 and December 31, 2019, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.

Cash Flows

Intra-month cash flow cycles vary by region, but in general we are users of cash through the first half of a typical month and we generate cash during the latter half of a typical month. Due to this cycle of cash flows, we may utilize short-term financing, including our Revolving Credit Facility and European accounts receivable factoring facility, to manage our intra-month working capital needs. Our cash balance typically peaks at month end.

We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan structures and other distributions and advances, to provide the funds necessary to meet our global liquidity needs. We utilize a global cash pooling arrangement to consolidate and manage our global cash balances, which enables us to efficiently move cash into and out of a number of the countries in which we operate.

60

Operating activities—Net cash provided by operating activities totaled $161 million and $84 million for the three months ended March 31, 2020 and 2019, respectively. Cash flows provided by operating activities for the three months ended March 31, 2020 consisted primarily of net earnings of $1,567 million, increased by $190 million for non-cash charges for depreciation, amortization and pension costs, offset by $1,434 million for the non-cash gain resulting from the formation of the autonomous driving joint venture and $142 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the three months ended March 31, 2019 consisted primarily of net earnings of $245 million, increased by $189 million for non-cash charges for depreciation, amortization, pension costs and extinguishment of debt, partially offset by $368 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.

Investing activities—Net cash used in investing activities totaled $207 million for the three months ended March 31, 2020, as compared to $235 million for the three months ended March 31, 2019. The decrease in usage is primarily attributable to decreased capital expenditures of $30 million during the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.

Financing activities—Net cash provided by financing activities totaled $1,720 million for the three months ended March 31, 2020 and net cash used in financing activities totaled $99 million for the three months ended March 31, 2019. Cash flows provided by financing activities for the three months ended March 31, 2020 primarily included $1,900 million in proceeds under other long-term debt agreements, as the Company drew down all remaining availability under its existing Revolving Credit Facility in response to the COVID-19 pandemic, partially offset by $57 million paid to repurchase ordinary shares and $56 million of dividend payments. Cash flows used in financing activities for the three months ended March 31, 2019 primarily included net proceeds of $643 million received from the issuance of the 2019 Senior Notes, which were utilized to redeem $650 million of the 3.15% Senior Notes, as well as $226 million paid to repurchase ordinary shares and $57 million of dividend payments, partially offset by $234 million in proceeds under other short-term debt agreements.

Off-Balance Sheet Arrangements

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

Contingencies and Environmental Matters

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

Recently Issued Accounting Pronouncements

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

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2020.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the information concerning our exposures to market risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. As described in the Form 10-K, we have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”). We also have currency exposures related to the translation of the financial statements of our non-U.S. subsidiaries that use the local currency as their functional currency into U.S. dollars, the Company’s reporting currency (“translational exposure”). As described in Note 14. Derivatives and Hedging Activities to the unaudited consolidated financial statements included in Part I, Item 1 of this report, to manage this risk the Company designates certain qualifying instruments as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within the cumulative translation adjustment component of OCI to offset changes in the value of the net investment in these foreign currency-denominated operations.

61

ITEM 4. CONTROLS AND PROCEDURES

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

Disclosure Controls and Procedures

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

As of March 31, 2020, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, for disclosure purposes, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of March 31, 2020.

Changes in Internal Control over Financial Reporting

There were no material changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

62

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, breach of contracts, competition and antitrust matters, product warranties, intellectual property matters, personal injury claims and employment-related matters. For a description of risks related to various legal proceedings and claims, see Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2019. For a description of our outstanding material legal proceedings, see Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in this report.

ITEM 1A. RISK FACTORS

We are including the following risk factor to reflect a material development subsequent to the risk factors presented in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”). To the extent the below risk factor adversely affects our business, financial condition, results of operations and cash flows, it may also have the effect of heightening many of the other risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report. Except for the following additional risk factor, there have been no material changes in risk factors for the Company in the period covered by this report. The following risk factor should be read in conjunction with our description of risk factors in Part I, “Item 1A. Risk Factors” in our Annual Report.

The effects of a pandemic or widespread outbreak of an illness, such as the novel coronavirus (COVID-19) pandemic, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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, has negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets. Although we have taken 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 cash dividend, drawing down all remaining availability under our existing Revolving Credit Facility and actively managing costs, capital spending and working capital to further strengthen our liquidity, the ultimate impact to our business remains 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 and social activity, impose travel restrictions or other actions, the impact of the pandemic on economic activity and whether recessionary conditions will persist, 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. To date, the COVID-19 pandemic has adversely impacted our business, financial condition, results of operations and cash flows. The adverse impacts of the pandemic have 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 governmental “lock-down” orders for all non-essential activities in China, Europe and North America to-date. Our total net sales during the three months ended March 31, 2020 were $3.2 billion, a decrease of 10% compared to the same period of 2019, primarily attributable to volume decreases largely resulting from the impacts of the COVID-19 pandemic. In addition, many of our largest customers have experienced vehicle production shutdowns across their global production facilities, specifically in the North American and European regions, beginning in the first quarter of 2020 and extending into the second quarter of 2020. As a result, these or any further production shutdowns, or an extended period of global and economic disruption resulting from this pandemic and its effects could have a material adverse effect on our business, financial condition, results of operations and cash flows.

63

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

A summary of our ordinary shares repurchased during the three months ended March 31, 2020, is shown below:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3)
January 1, 2020 to January 31, 2020	11,800	$	84.93	11,800	$	2,069
February 1, 2020 to February 29, 2020	291,954	79.44		291,954	2,046
March 1, 2020 to March 31, 2020	755,321	43.31		755,321	2,013
Total	1,059,075	53.73		1,059,075

(1)	The total number of shares purchased under the plans authorized by the Board of Directors are described below.
(2)	Excluding commissions.
(3)	In January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion. This program will commence following the completion of the previously announced share repurchase program of $1.5 billion, which was approved by the Board of Directors in April 2016. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.

64

ITEM 6. EXHIBITS

Exhibit Number	Description
10.1	Restatement Agreement to Amended and Restated Credit Agreement, dated as of May 1, 2020, among Aptiv PLC, Aptiv Corporation, Aptiv Holdings US Limited, Aptiv International Holdings (UK) LLP, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the Lenders and Issuing Banks party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on May 5, 2020)
10.2	Offer letter for Mariya Trickett, dated June 20, 2018*+
22	List of Guarantor Subsidiaries*
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*
32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	Inline XBRL Instance Document# - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document#
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document#
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document#
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document#
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document#
104	Cover Page Interactive Data File# - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

# Filed electronically with the Report.

65

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APTIV PLC

/s/ Joseph R. Massaro

By: Joseph R. Massaro

Senior Vice President and

Chief Financial Officer

Dated: May 5, 2020

66

EX-10.2

Exhibit 10.2

Kevin P. Clark

President and Chief Executive Officer

June 20, 2018

Ms. Mariya Trickett

[l]

Dear Mariya:

I am pleased to formally extend this offer of employment to you as Senior Vice President and Chief Human Resource Officer, effective as of a date to be mutually agreed upon. I am sending this written offer to confirm your compensation details and to provide further background on our plans and programs.

The following provides a summary of Aptiv’s offer:

Base Salary: We are pleased to offer you an initial base salary at an annual rate of $500,000. Your base salary will be reviewed from time to time in accordance with normal Aptiv practice.

Target Annual Incentive:You are also eligible for our annual incentive plan. Your target annual incentive compensation will be 75% of your base salary, or $375,000 at the time of hire. The target has the potential to pay out in the range of 0 – 200%, depending on your individual performance and the company’s performance. For the calendar year 2018, you are guaranteed to receive the full target amount, which will be paid in February 2019.

Long Term Incentive:Your annual long-term incentive target value will be $1,175,000, delivered as an equity award granted annually in February. Your annual award will be denominated in shares: 25% in time-based Restricted Stock Units, which vest ratably over a three-year period beginning on the one-year anniversary of the grant, and 75% in Performance-Based RSUs tied to Aptiv’s performance against metrics (currently these metrics are Average Return on Net Assets, Cumulative Net Income and Relative Total Shareholder Return). The PRSUs cliff vest at the end of the third calendar year and will be distributed as soon as possible following confirmation of the company’s performance against the metrics. Your first annual long‑term incentive award will be issued in October 2018 and will vest in accordance with the standard vesting schedule. As a condition to receiving your first long-term incentive grant, you will be required to sign a confidentiality and non-interference agreement. The agreement will be provided to you for signature at the time of the grant.

Other Payments: In recognition of the forfeited equity you will leave behind with your current employer, Aptiv will provide a special one-time grant of time based RSUs in the amount of $450,000, which will vest ratably over three years in February of 2019, 2020, and 2021. This one-time grant will be issued in October 2018.

Signing Bonus:If you accept this offer, you will receive a signing bonus in the amount of $450,000. Receipt of this signing bonus is contingent upon you signing an agreement indicating that you will repay the bonus if you voluntarily leave employment with Aptiv within the first 12 months of your employment.

Benefits:In addition to the compensation elements described above, you are also eligible for our benefits package. Currently, our benefits package includes a Salaried Retirement Savings Plan

5725 Innovation Drive, Troy, Michigan USA 48098

Ms. Mariya Trickett

Page 2

June 20, 2018

(401(k)), a Supplemental Retirement Executive Savings Plan (SRESP), health care, life and disability insurance plans. Additional information on these benefits is provided in the attachments to this offer letter. You will also be eligible for 20 vacation days, pro-rated per your 2018 start date, and 5 designated time off (DTO) days per calendar year.

Other:As a section 16 officer, you will be eligible for Aptiv’s Change in Control and Officer Severance plans, and subject to the Stock Ownership Guidelines, all of which are described on the attachment entitled Aptiv Benefits.

In accordance with Aptiv policy and contingent upon your acceptance of this offer, a background verification process will be conducted. You are also responsible for completing a pre-employment drug screen. Your employment is contingent upon the results of the background verification and the drug screen. We will work with you to find a convenient screening site near your home. In addition, your employment with Aptiv is contingent upon the completion of a reference check.

If you have any questions, please contact me at [l].

To accept this offer, please sign and complete the information in the appropriate box below and send to me at the email address listed above.

On behalf of the entire senior leadership team, we look forward to welcoming you to Aptiv.

Sincerely,

Enclosures

By signing below, I am indicating my acceptance of this employment offer and acknowledgment of its contents. I understand that Aptiv may amend, modify or terminate any of its incentive, severance, retirement, insurance, or other benefit plans, policies or programs at any time. I further acknowledge and understand that my employment with Aptiv will be considered “at will,” and subject to termination at any time by Aptiv or me for any reason.

EX-22

Exhibit 22

APTIV PLC

List of Guarantor Subsidiaries

Entity Name	Jurisdiction
Aptiv Corporation*	Delaware
Aptiv Holdings US Limited	Jersey
Aptiv International Holdings (UK) LLP	England and Wales

*Entity is also a subsidiary issuer

EX-31.1

Exhibit 31.1

CERTIFICATIONS

Certification of Principal Executive Officer

I, Kevin P. Clark, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Aptiv PLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2020

/s/ Kevin P. Clark

Kevin P. Clark

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

Certification of Principal Financial Officer

I, Joseph R. Massaro, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Aptiv PLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2020

/s/ Joseph R. Massaro

Joseph R. Massaro

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of this quarterly report on Form 10-Q of Aptiv PLC (the “Company”) for the period ended March 31, 2020, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin P. Clark, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2020

/s/ Kevin P. Clark

Kevin P. Clark

President and Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of this quarterly report on Form 10-Q of Aptiv PLC (the “Company”) for the period ended March 31, 2020, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph R. Massaro, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2020

/s/ Joseph R. Massaro

Joseph R. Massaro

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Net sales	$ 3,226	$ 3,575
Operating expenses:
Cost of sales	2,725	2,962
Selling, general and administrative	252	256
Amortization	36	34
Restructuring	28	26
Gain on autonomous driving joint venture	1,434	0
Total operating expenses	1,607	3,278
Operating income	1,619	297
Interest expense	(43)	(38)
Other (expense) income, net	(1)	16
Income before income taxes and equity income	1,575	275
Income tax expense	(10)	(33)
Income before equity income	1,565	242
Equity income, net of tax	2	3
Net income	1,567	245
Net income attributable to noncontrolling interest	(5)	5
Net income attributable to Aptiv	$ 1,572	$ 240
Basic net income per share:
Basic net income per share attributable to Aptiv	$ 6.15	$ 0.93
Weighted average number of basic shares outstanding	255,510	259,080
Diluted net income per share:
Diluted net income per share attributable to Aptiv	$ 6.14	$ 0.92
Weighted average number of diluted shares outstanding	255,830	259,550

XML

Revenue Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 3,226	$ 3,575
North America
Disaggregation of Revenue [Line Items]
Net sales	1,297	1,421
Europe, Middle East & Africa
Disaggregation of Revenue [Line Items]
Net sales	1,218	1,229
Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	656	870
South America
Disaggregation of Revenue [Line Items]
Net sales	55	55
Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Net sales	(6)	(10)
Intersegment Eliminations | North America
Disaggregation of Revenue [Line Items]
Net sales	0	(1)
Intersegment Eliminations | Europe, Middle East & Africa
Disaggregation of Revenue [Line Items]
Net sales	(3)	(3)
Intersegment Eliminations | Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	(3)	(6)
Intersegment Eliminations | South America
Disaggregation of Revenue [Line Items]
Net sales	0	0
Advanced Safety and User Experience | Operating Segments
Disaggregation of Revenue [Line Items]
Net sales	902	1,023
Advanced Safety and User Experience | Operating Segments | North America
Disaggregation of Revenue [Line Items]
Net sales	292	326
Advanced Safety and User Experience | Operating Segments | Europe, Middle East & Africa
Disaggregation of Revenue [Line Items]
Net sales	443	443
Advanced Safety and User Experience | Operating Segments | Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	167	254
Advanced Safety and User Experience | Operating Segments | South America
Disaggregation of Revenue [Line Items]
Net sales	0	0
Signal and Power Solutions | Operating Segments
Disaggregation of Revenue [Line Items]
Net sales	2,330	2,562
Signal and Power Solutions | Operating Segments | North America
Disaggregation of Revenue [Line Items]
Net sales	1,005	1,096
Signal and Power Solutions | Operating Segments | Europe, Middle East & Africa
Disaggregation of Revenue [Line Items]
Net sales	778	789
Signal and Power Solutions | Operating Segments | Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	492	622
Signal and Power Solutions | Operating Segments | South America
Disaggregation of Revenue [Line Items]
Net sales	$ 55	$ 55

XML

Pension Benefits Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Non-U.S. Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 5	$ 5
Interest cost	6	7
Expected return on plan assets	(5)	(5)
Amortization of actuarial losses	4	3
Net periodic benefit cost	10	10
United States
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	0	0
Expected return on plan assets	0	0
Amortization of actuarial losses	0	0
Net periodic benefit cost	$ 0	$ 0

XML

Debt Credit Agreement (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2017
Line of Credit Facility [Line Items]
Document Period End Date	Mar. 31, 2020
Letters of Credit Outstanding, Amount	$ 2	$ 2
Amended and Restated Credit Agreement
Line of Credit Facility [Line Items]
Line of Credit Facility, Additional Borrowing Capacity	1,000
Letters of Credit Outstanding, Amount	$ 1
Amended and Restated Credit Agreement | JPMorgan Chase Bank, N.A.
Line of Credit Facility [Line Items]
Covenant Compliance, Maximum Ratio of Indebtedness to EBITDA	350.00%
Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Other Long-term Debt	$ 2,000	$ 90
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A.
Line of Credit Facility [Line Items]
Revolving Credit Facility, Maximum Borrowing Capacity	$ 2,000		$ 1,500
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.10%	1.10%
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Administrative Agents Alternate Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.10%	0.10%
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | LIBOR
Line of Credit Facility [Line Items]
Rate effective	1.88%
Other Long-term Debt	$ 1,850
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | Administrative Agents Alternate Base Rate
Line of Credit Facility [Line Items]
Rate effective	3.35%
Other Long-term Debt	$ 150
Tranche A Term Loan, Due 2021 | JPMorgan Chase Bank, N.A. | Loans Payable | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.25%	1.25%
Borrowings	$ 350
Rate effective	2.00%
Tranche A Term Loan, Due 2021 | JPMorgan Chase Bank, N.A. | Loans Payable | Administrative Agents Alternate Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.25%	0.25%

XML

Consolidated Statements Of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Document Period End Date	Mar. 31, 2020
Cash flows from operating activities:
Net income	$ 1,567	$ 245
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	144	139
Amortization	36	34
Amortization of deferred debt issuance costs	1	2
Restructuring expense, net of cash paid	(15)	(5)
Deferred income taxes	(18)	4
Pension and other postretirement benefit expenses	10	10
Income from equity method investments, net of dividends received	(2)	(3)
Loss on extinguishment of debt	0	6
Share-based compensation	(1)	15
Gain on autonomous driving joint venture	1,434	0
Changes in operating assets and liabilities:
Accounts receivable, net	260	(249)
Inventories	(77)	(49)
Other assets	12	(45)
Accounts payable	170	(53)
Accrued and other long-term liabilities	(98)	(35)
Other, net	(45)	(30)
Pension contributions	(9)	(8)
Net Cash Provided by (Used in) Operating Activities	161	84
Cash flows from investing activities:
Capital expenditures	(205)	(235)
Proceeds from sale of property / investments	2	3
Cost of business acquisitions, net of cash acquired	(5)	2
Cost of technology investments	0	(3)
Settlement of derivatives	(1)	2
Net cash used in investing activities	(207)	(235)
Cash flows from financing activities:
Net proceeds (repayments) under other short-term debt agreements	(29)	234
Net proceeds under other long-term debt agreements	1,900
Net repayments under other long-term debt agreements		(5)
Repayment of senior notes	0	(654)
Proceeds from issuance of senior notes, net of issuance costs	0	643
Payments of Ordinary Dividends, Noncontrolling Interest	6	0
Repurchase of ordinary shares	(57)	(226)
Distribution of cash dividends	(56)	(57)
Taxes withheld and paid on employees' restricted share awards	(32)	(34)
Net cash used in financing activities	1,720	(99)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	(16)	4
Increase (decrease) in cash, cash equivalents and restricted cash	1,658	(246)
Cash, cash equivalents and restricted cash at beginning of period	429	568
Cash, cash equivalents and restricted cash at end of period	$ 2,087	$ 322

XML

Share-Based Compensation Summary of Activity for LTIP RSU's (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payment, Tax Withholding, Share-based Payment Arrangement	$ 32	$ 34
PLC Long Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
LTIP Nonvested, Weighted Average Grant Date Fair Value per share	$ 88.71		$ 89.32
LTIP Grants in Period, Weighted Average Grant Date Fair Value per share	82.37
LTIP Vested in Period, Weighted Average Grant Date Fair Value per share	80.42
LTIP RSUs, Forfeitures, Weighted Average Grant Date Fair Value per share	$ 87.89
Share-based Compensation Expense	$ (1)	15
Share-based Compensation Expense, net of tax	(1)	15
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 97
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years
Payment, Tax Withholding, Share-based Payment Arrangement	$ 32	$ 34
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
LTIP Shares, Nonvested, Number	2,107		1,822
RSU's Granted	792
LTIP RSUs, Vested in Period	(468)
LTIP RSUs, Forfeited in Period	(39)

XML

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit) and Effective Tax Rate

The Company’s income tax expense and effective tax rate for the three months ended March 31, 2020 and 2019 were as follows:

	Three Months Ended March 31,
	2020			2019
	(dollars in millions)
Income tax expense	$	10		$	33
Effective tax rate	1		%	12		%

XML

Fair Value Of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Changes in Fair Value of Liabilities Measured on Recurring Basis with Unobservable Inputs

The changes in the contingent consideration liability classified as a Level 3 measurement for the three months ended March 31, 2020 were as follows:

	Contingent Consideration Liability
	(in millions)
Fair value at beginning of period	$	51
Additions	—
Payments	—
Interest accretion	—
Fair value at end of period	$	51

Fair Value, Assets Measured on Recurring Basis

As of March 31, 2020, Aptiv had no assets measured at fair value on a recurring basis and as of December 31, 2019, Aptiv had the following assets measured at fair value on a recurring basis:

	Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(in millions)
As of December 31, 2019:
Commodity derivatives	$	3	$	—	$	3	$	—
Foreign currency derivatives	35		—		35		—
Total	$	38	$	—	$	38	$	—

Fair Value, Liabilities Measured on Recurring Basis

As of March 31, 2020 and December 31, 2019, Aptiv had the following liabilities measured at fair value on a recurring basis:

	Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(in millions)
As of March 31, 2020:
Commodity derivatives	$	34	$	—	$	34	$	—
Foreign currency derivatives	78		—		78		—
Contingent consideration	51		—		—		51
Total	$	163	$	—	$	112	$	51
As of December 31, 2019:
Commodity derivatives	$	3	$	—	$	3	$	—
Foreign currency derivatives	1		—		1		—
Contingent consideration	51		—		—		51
Total	$	55	$	—	$	4	$	51

XML

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Included below are sales and operating data for Aptiv’s segments for the three months ended March 31, 2020 and 2019, as well as balance sheet data as of March 31, 2020 and December 31, 2019.

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Net sales	$	2,330	$	902	$	(6)	$	3,226
Depreciation and amortization	$	139	$	41	$	—	$	180
Adjusted operating income	$	225	$	6	$	—	$	231
Operating income (2)	$	199	$	1,420	$	—	$	1,619
Equity income (loss), net of tax	$	3	$	(1)	$	—	$	2
Net loss attributable to noncontrolling interest	$	(5)	$	—	$	—	$	(5)

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Net sales	$	2,562	$	1,023	$	(10)	$	3,575
Depreciation and amortization	$	131	$	42	$	—	$	173
Adjusted operating income	$	283	$	62	$	—	$	345
Operating income	$	257	$	40	$	—	$	297
Equity income, net of tax	$	3	$	—	$	—	$	3
Net income attributable to noncontrolling interest	$	5	$	—	$	—	$	5

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

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

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
Balance as of March 31, 2020:
Investment in affiliates (2)	$	91	$	1,999	$	—	$	2,090
Goodwill	$	2,363	$	26	$	—	$	2,389
Total segment assets (2)	$	12,444	$	6,980	$	(3,257)	$	16,167
Balance as of December 31, 2019:
Investment in affiliates	$	106	$	—	$	—	$	106
Goodwill	$	2,381	$	26	$	—	$	2,407
Total segment assets	$	12,726	$	4,988	$	(4,255)	$	13,459

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

(2)Includes $2.0 billion within Advanced Safety and User Experience for the preliminary fair value of the investment in the autonomous driving joint venture. Refer to Note 17. Acquisitions and Divestitures for additional information.

Reconciliation of Segment Adjusted OI to Consolidated Net Income

The reconciliation of Adjusted Operating Income to operating income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and other transactions and deferred compensation related to acquisitions. The reconciliations of Adjusted Operating Income to net income attributable to Aptiv for the three months ended March 31, 2020 and 2019 are as follows:

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Adjusted operating income	$	225	$	6	$	—	$	231
Restructuring	(19)		(9)		—		(28)
Other acquisition and portfolio project costs	(7)		(7)		—		(14)
Deferred compensation related to nuTonomy acquisition	—		(4)		—		(4)
Gain on business divestitures and other transactions	—		1,434		—		1,434
Operating income	$	199	$	1,420	$	—	1,619
Interest expense							(43)
Other expense, net							(1)
Income before income taxes and equity income							1,575
Income tax expense							(10)
Equity income, net of tax							2
Net income							1,567
Net loss attributable to noncontrolling interest							(5)
Net income attributable to Aptiv							$	1,572

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Adjusted operating income	$	283	$	62	$	—	$	345
Restructuring	(19)		(7)		—		(26)
Other acquisition and portfolio project costs	(7)		(4)		—		(11)
Deferred compensation related to nuTonomy acquisition	—		(11)		—		(11)
Operating income	$	257	$	40	$	—	297
Interest expense							(38)
Other income, net							16
Income before income taxes and equity income							275
Income tax expense							(33)
Equity income, net of tax							3
Net income							245
Net income attributable to noncontrolling interest							5
Net income attributable to Aptiv							$	240

XML

Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Credit Agreement Amendment

On May 1, 2020, to further enhance its liquidity and financial flexibility due to the unprecedented uncertainty related to the impact the COVID-19 pandemic is having on the global automotive industry and economies around the world, the Company amended and restated its existing Credit Agreement, comprised of a $2.0 billion Revolving Credit Facility and $350 million Tranche A Term Loan (the “Credit Agreement Amendment”). This Credit Agreement Amendment, among other things, extends the maturity date of $1,779 million principal amount of the Revolving Credit Facility and $298 million principal amount of the Tranche A Term Loan from August 17, 2021 to August 17, 2022 and increases the leverage ratio maintenance covenant until July 1, 2021, unless Aptiv elects to terminate at an earlier date (the “Covenant Relief Period”). Under the terms of the Credit Agreement Amendment, Aptiv’s consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement Amendment) will be increased from not more than 3.5 to 1.0 to not more than 4.5 to 1.0 during the Covenant Relief Period, and Aptiv will be subject to certain additional covenant restrictions during the Covenant Relief Period, including restrictions on Aptiv’s ability to execute repurchases of or pay dividends on its outstanding ordinary shares. The maturity date of the remaining portions of the Revolving Credit Facility and Tranche A Term Loan were not extended to August 17, 2022 and will consequently mature on August 17, 2021. The Credit Agreement Amendment also requires that Aptiv pay certain facility fees on the Revolving Credit Facility and certain fronting fees incremental to the existing Credit Agreement.

Loans under the Credit Agreement Amendment bear interest, at Aptiv’s option, at either (a) ABR or (b) LIBOR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rate may increase or decrease from time to time based on changes in Aptiv’s credit ratings. The Applicable Rates related to the extended principal amounts under the Credit Agreement Amendment, on the date specified, are set forth below:

	May 1, 2020
	LIBOR plus		ABR plus
Revolving Credit Facility	1.65	%	0.65	%
Tranche A Term Loan	1.75	%	0.75	%

XML

Other Income, Net

3 Months Ended

Mar. 31, 2020

Other Income and Expenses [Abstract]

Other Income, Net

OTHER INCOME, NET

Other income (expense), net included:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	3	$	3
Loss on extinguishment of debt	—		(6)
Components of net periodic benefit cost other than service cost (Note 9)	(5)		(5)
Change in fair value of equity investments (Note 17)	—		19
Other, net	1		5
Other (expense) income, net	$	(1)	$	16

As further discussed in Note 17. Acquisitions and Divestitures, during the three months ended March 31, 2019, Aptiv recorded a pre-tax unrealized gain of $19 million related to increases in fair value of its equity investments without readily determinable fair values. Also, as further discussed in Note 8. Debt, during the three months ended March 31, 2019, Aptiv redeemed for cash the entire $650 million aggregate principal amount outstanding of the 3.15% Senior Notes, resulting in a loss on debt extinguishment of approximately $6 million.

XML

Income Taxes

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

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

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

The Company’s income tax expense and effective tax rate for the three months ended March 31, 2020 and 2019 were as follows:

	Three Months Ended March 31,
	2020			2019
	(dollars in millions)
Income tax expense	$	10		$	33
Effective tax rate	1		%	12		%

The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.

The Company’s effective tax rate for the three months ended March 31, 2020 includes net discrete tax benefits of $3 million, primarily related to changes in reserves, changes in accruals for unremitted earnings and provision to return adjustments. Also included as a discrete item in the effective tax rate for the three months ended March 31, 2020 is the beneficial impact of approximately 11 points resulting from the gain on the autonomous driving joint venture. The tax expense associated with the gain was insignificant as Aptiv’s aggregate autonomous driving assets were exempt from capital gains tax in the jurisdiction from which they were sold. The aggregate autonomous driving assets had been acquired, purchased or developed in taxable transactions in prior periods and reflect changes made to the corporate entity operating structure for intellectual property following the Separation of its former Powertrain Systems segment. The effective tax rate for the three months ended March 31, 2019 includes net discrete tax benefits of $10 million, primarily related to changes in reserves and provision to return adjustments.

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

Cash paid or withheld for income taxes was $48 million and $36 million for the three months ended March 31, 2020 and 2019, respectively.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Consolidation, Policy

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

Aptiv’s equity investments totaled $101 million and $101 million as of March 31, 2020 and December 31, 2019, respectively, and are classified within other long-term assets in the consolidated balance sheets.

Use of Estimates, Policy

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

Revenue Recognition, Policy

Revenue recognition—Aptiv recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Accordingly, revenue is measured based on consideration specified in a contract with a customer. Refer to Note 20. Revenue for additional information regarding the Company’s revenue recognition policies.

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

Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by Aptiv from a customer are excluded from revenue. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.

Nature of Goods and Services

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

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

Net Income Per Share, Policy

Net income per share—Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer to Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.

Cash and Cash Equivalents, Policy

Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.

AssetsandLiabilitiesHeldforSale [Policy Text Block]

Assets and liabilities held for sale—The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.

Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheets. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts. Refer to Note 17. Acquisitions and Divestitures for further information regarding the Company's assets and liabilities held for sale.

Intangible Assets, Policy

Intangible assets—Intangible assets were $1,132 million and $1,186 million as of March 31, 2020 and December 31, 2019, respectively. Aptiv amortizes definite-lived intangible assets over their estimated useful lives. Aptiv has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $36 million and $34 million for the three months ended March 31, 2020 and 2019, respectively, which includes the impact of any intangible asset impairment charges recorded during the period.

Goodwill, Policy

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

The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit. The Company qualitatively concluded there were no goodwill impairments during the three months ended March 31, 2020 and 2019. Goodwill was $2,389 million and $2,407 million as of March 31, 2020 and December 31, 2019, respectively.

Warranty, Policy

Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations for additional information.Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Aptiv has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of March 31, 2020. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of March 31, 2020 to be zero to $20 million.

Income Tax, Policy

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

Restructuring, Policy

Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Aptiv ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.

Customer Concentations, Policy

Customer concentrations—As reflected in the table below, net sales to General Motors Company (“GM”), Volkswagen Group (“VW”) and Fiat Chrysler Automobiles N.V. (“FCA”), Aptiv’s three largest customers, totaled approximately 27% and 27% of our total net sales for the three months ended March 31, 2020 and 2019, respectively.

	Percentage of Total Net Sales				Accounts and Other Receivables
	Three Months Ended March 31,				March 31, 2020		December 31, 2019
	2020		2019
					(in millions)
GM	10	%	10	%	$	190	$	205
VW	9	%	8	%	115		135
FCA	8	%	9	%	186		207

Recently Issued Accounting Pronouncements, Policy

Recently adopted accounting pronouncements—Aptiv adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments in the first quarter of 2020 using the modified retrospective transition method. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. These amendments replace the incurred loss model with an expected loss model, which results in more timely measurement of expected credit losses. Upon adoption, Aptiv recorded a cumulative-effect adjustment of $1 million to retained earnings as of the beginning of the period of adoption. Refer to the “Credit losses” section above for further information regarding significant estimates and judgments used in estimating credit losses.

Aptiv adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment in the first quarter of 2020 on a prospective basis. This guidance simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test, which required an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Under the new guidance, an entity will record an impairment charge based on the amount by which a reporting unit’s carrying amount exceeds its estimated fair value, limited to the amount of goodwill allocated to that reporting unit. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements. Refer to the “Goodwill” section above for further information regarding the Company’s testing for goodwill impairment.

Aptiv adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement in the first quarter of 2020 on a retrospective basis to all periods presented. This guidance modifies disclosure requirements related to fair value measurements by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements. Refer to Note 15. Fair Value of Financial Instruments for further information regarding the Company’s fair value measurements.

Recently issued accounting pronouncements not yet adopted—In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This guidance clarifies the interactions between accounting for equity securities under the measurement alternative in Topic 321 and the equity method of accounting in Topic 323, as well as the accounting for certain forward contracts and purchased options to purchase securities that, upon settlement or exercise, would be accounted for under the equity method of accounting. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s financial statements.

Inventories, Policy

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

Pensions, Policy

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

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

Segment Reporting, Policy

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

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

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy

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

Accounts Receivable

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

Credit Loss, Financial Instrument

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

Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of March 31, 2020 and December 31, 2019, the Company reported $2,308 million and $2,569 million, respectively, of accounts receivable, net of the allowance for doubtful accounts of $38 million and $37 million, respectively. Changes in the allowance were not material for the three months ended March 31, 2020.

XML

Assets (Tables)

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Value added tax receivable	$	184	$	205
Prepaid insurance and other expenses	81		88
Reimbursable engineering costs	67		101
Notes receivable	10		10
Income and other taxes receivable	65		45
Deposits to vendors	5		4
Derivative financial instruments (Note 14)	—		30
Capitalized upfront fees (Note 20)	20		20
Other	—		1
Total	$	432	$	504

Schedule of Other Assets, Noncurrent

Other long-term assets consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Deferred income taxes, net	$	151	$	164
Unamortized Revolving Credit Facility debt issuance costs (Note 8)	3		3
Income and other taxes receivable	48		45
Reimbursable engineering costs	253		217
Value added tax receivable	45		59
Equity investments (Note 17)	101		101
Derivative financial instruments (Note 14)	—		8
Capitalized upfront fees (Note 20)	84		79
Other	39		43
Total	$	724	$	719

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
	(in millions)
Accounts receivable factoring	$	236	$	266
Revolving Credit Facility (Note 22)	2,000		90
4.15%, senior notes, due 2024 (net of $2 and $2 unamortized issuance costs and $1 and $1 discount, respectively)	697		697
1.50%, Euro-denominated senior notes, due 2025 (net of $2 and $3 unamortized issuance costs and $2 and $2 discount, respectively)	776		779
4.25%, senior notes, due 2026 (net of $3 and $3 unamortized issuance costs, respectively)	647		647
1.60%, Euro-denominated senior notes, due 2028 (net of $3 and $3 unamortized issuance costs, respectively)	554		556
4.35%, senior notes, due 2029 (net of $3 and $3 unamortized issuance costs, respectively)	297		297
4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $2 and $2 discount, respectively)	295		295
5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)	345		345
Tranche A Term Loan, due 2021 (net of $1 and $1 unamortized issuance costs, respectively) (Note 22)	349		359
Finance leases and other	28		33
Total debt	6,224		4,364
Less: current portion	(260)		(393)
Long-term debt	$	5,964	$	3,971

Schedule of Interest Rates

The Applicable Rates under the Credit Agreement on the specified dates are set forth below:

	March 31, 2020				December 31, 2019
	LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility	1.10	%	0.10	%	1.10	%	0.10	%
Tranche A Term Loan	1.25	%	0.25	%	1.25	%	0.25	%

Schedule of Line of Credit Facilities

As of March 31, 2020, Aptiv selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of March 31, 2020, as detailed in the table below, was based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:

		Borrowings as of
		March 31, 2020		Rates effective as of
	Applicable Rate	(in millions)		March 31, 2020
Revolving Credit Facility	ABR plus 0.10%	$	150	3.35	%
Revolving Credit Facility	LIBOR plus 1.10%	$	1,850	1.88	%
Tranche A Term Loan	LIBOR plus 1.25%	$	350	2.00	%

XML

Warranty Obligations

3 Months Ended

Mar. 31, 2020

Product Warranties Disclosures [Abstract]

Warranty Obligations

WARRANTY OBLIGATIONSExpected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Aptiv has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of March 31, 2020. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of March 31, 2020 to be zero to $20 million.

The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2020:

	Warranty Obligations
	(in millions)
Accrual balance at beginning of period	$	37
Provision for estimated warranties incurred during the period	7
Changes in estimate for pre-existing warranties	1
Settlements made during the period (in cash or in kind)	(8)
Foreign currency translation and other	(1)
Accrual balance at end of period	$	36

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

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

Aptiv’s equity investments totaled $101 million and $101 million as of March 31, 2020 and December 31, 2019, respectively, and are classified within other long-term assets in the consolidated balance sheets.

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

Revenue recognition—Aptiv recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Accordingly, revenue is measured based on consideration specified in a contract with a customer. Refer to Note 20. Revenue for additional information regarding the Company’s revenue recognition policies.

Net income per share—Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock

method by dividing net income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer to Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.

Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.

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

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

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

Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of March 31, 2020 and December 31, 2019, the Company reported $2,308 million and $2,569 million, respectively, of accounts receivable, net of the allowance for doubtful accounts of $38 million and $37 million, respectively. Changes in the allowance were not material for the three months ended March 31, 2020.

Assets and liabilities held for sale—The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.

Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheets. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts. Refer to Note 17. Acquisitions and Divestitures for further information regarding the Company's assets and liabilities held for sale.

Intangible assets—Intangible assets were $1,132 million and $1,186 million as of March 31, 2020 and December 31, 2019, respectively. Aptiv amortizes definite-lived intangible assets over their estimated useful lives. Aptiv has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over

which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $36 million and $34 million for the three months ended March 31, 2020 and 2019, respectively, which includes the impact of any intangible asset impairment charges recorded during the period.

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

The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit. The Company qualitatively concluded there were no goodwill impairments during the three months ended March 31, 2020 and 2019. Goodwill was $2,389 million and $2,407 million as of March 31, 2020 and December 31, 2019, respectively.

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

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

Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Aptiv ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.

Customer concentrations—As reflected in the table below, net sales to General Motors Company (“GM”), Volkswagen Group (“VW”) and Fiat Chrysler Automobiles N.V. (“FCA”), Aptiv’s three largest customers, totaled approximately 27% and 27% of our total net sales for the three months ended March 31, 2020 and 2019, respectively.

	Percentage of Total Net Sales				Accounts and Other Receivables
	Three Months Ended March 31,				March 31, 2020		December 31, 2019
	2020		2019
					(in millions)
GM	10	%	10	%	$	190	$	205
VW	9	%	8	%	115		135
FCA	8	%	9	%	186		207

Recently adopted accounting pronouncements—Aptiv adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments in the first quarter of 2020 using the modified retrospective transition method. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. These amendments replace the incurred loss model with an expected loss model, which results in more timely measurement of expected credit losses. Upon adoption, Aptiv recorded a cumulative-effect adjustment of $1 million to retained earnings as of the beginning of the period of adoption. Refer to the “Credit losses” section above for further information regarding significant estimates and judgments used in estimating credit losses.

Aptiv adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment in the first quarter of 2020 on a prospective basis. This guidance simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test, which required an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Under the new guidance, an entity will record an impairment charge based on the amount by which a reporting unit’s carrying amount exceeds its estimated fair value, limited to the amount of goodwill allocated to that reporting unit. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements. Refer to the “Goodwill” section above for further information regarding the Company’s testing for goodwill impairment.

Aptiv adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement in the first quarter of 2020 on a retrospective basis to all periods presented. This guidance modifies disclosure requirements related to fair value measurements by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements. Refer to Note 15. Fair Value of Financial Instruments for further information regarding the Company’s fair value measurements.

Recently issued accounting pronouncements not yet adopted—In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This guidance clarifies the interactions between accounting for equity securities under the measurement alternative in Topic 321 and the equity method of accounting in Topic 323, as well as the accounting for certain forward contracts and purchased options to purchase securities that, upon settlement or exercise, would be accounted for under the equity method of accounting. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s financial statements.

XML

Subsequent Events (Details) - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	May 01, 2020	Mar. 31, 2020	Dec. 31, 2019
JPMorgan Chase Bank, N.A. | Amended and Restated Credit Agreement
Subsequent Event [Line Items]
Covenant Compliance, Maximum Ratio of Indebtedness to EBITDA		350.00%
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | LIBOR | Revolving Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate		1.10%	1.10%
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Administrative Agents Alternate Base Rate | Revolving Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate		0.10%	0.10%
Loans Payable | JPMorgan Chase Bank, N.A. | Tranche A Term Loan, Due 2021 | LIBOR
Subsequent Event [Line Items]
Long-term Line of Credit		$ 350
Basis spread on variable rate		1.25%	1.25%
Loans Payable | JPMorgan Chase Bank, N.A. | Tranche A Term Loan, Due 2021 | Administrative Agents Alternate Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate		0.25%	0.25%
Line of Credit | Revolving Credit Facility
Subsequent Event [Line Items]
Other Long-term Debt		$ 2,000	$ 90
Line of Credit | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | LIBOR | Revolving Credit Facility
Subsequent Event [Line Items]
Other Long-term Debt		1,850
Line of Credit | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Administrative Agents Alternate Base Rate | Revolving Credit Facility
Subsequent Event [Line Items]
Other Long-term Debt		$ 150
Subsequent Event | JPMorgan Chase Bank, N.A. | Amended and Restated Credit Agreement
Subsequent Event [Line Items]
Covenant Compliance, Maximum Ratio of Indebtedness to EBITDA	450.00%
Subsequent Event | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | LIBOR | Revolving Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate	1.65%
Subsequent Event | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Administrative Agents Alternate Base Rate | Revolving Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate	0.65%
Subsequent Event | Loans Payable | JPMorgan Chase Bank, N.A. | Tranche A Term Loan, Due 2021 | LIBOR
Subsequent Event [Line Items]
Long-term Line of Credit	$ 298
Basis spread on variable rate	1.75%
Subsequent Event | Loans Payable | JPMorgan Chase Bank, N.A. | Tranche A Term Loan, Due 2021 | Administrative Agents Alternate Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	0.75%
Subsequent Event | Line of Credit | Revolving Credit Facility
Subsequent Event [Line Items]
Other Long-term Debt	$ 1,779

XML

Leases Lease Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Lease, Cost [Abstract]
Lease Income	$ 3	$ 3
Finance Lease, Right-of-Use Asset, Amortization	1	1
Finance Lease, Interest Expense	0	0
Finance Lease Cost	1	1
Operating Lease, Cost	27	29
Short-term Lease, Cost	4	1
Variable Lease, Cost	0	1
Sublease Income	0	0
Lease, Cost	$ 32	$ 32

XML

Fair Value Of Financial Instruments Unobservable Inputs Reconciliation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Jun. 30, 2019
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Escrow Deposit	$ 32
Escrow Deposit Year 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Escrow Deposit		$ 16
Escrow Deposit Year 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Escrow Deposit	16
Fair Value, Measurements, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at beginning of period	51
Fair value at end of period	51
Contingent Consideration Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Additions	0
Payments	0
Interest accretion	0
Contingent Consideration Liability | Fair Value, Measurements, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at beginning of period	51
Fair value at end of period	$ 51

XML

Shareholders' Equity And Net Income Per Share Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share Repurchase Program [Line Items]
Document Period End Date	Mar. 31, 2020
Stock Repurchased During Period, in shares	1,059,075	2,840,079
Stock Repurchased, Average Price per Share	$ 53.73	$ 79.57
Stock Repurchased During Period, Value	$ 57	$ 226
Share Repurchase Program April 2016
Share Repurchase Program [Line Items]
Stock Repurchase Program, Authorized Amount	1,500
Stock Repurchase Program, Remaining Authorized Repurchase Amount	13
Share Repurchase Program January 2019 [Member]
Share Repurchase Program [Line Items]
Stock Repurchase Program, Authorized Amount	$ 2,000

XML

Derivatives And Hedging Activities Cash Flow Hedges (Details) lb in Thousands, € in Millions, ¥ in Millions, zł in Millions, $ in Millions, $ in Millions	12 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($) lb	Mar. 31, 2020 PLN (zł) lb	Mar. 31, 2020 CNY (¥) lb	Mar. 31, 2020 EUR (€) lb	Mar. 31, 2020 MXN ($) lb
Derivative [Line Items]
Net derivative gains (losses) included in accumulated other comprehensive income, before tax			$ (120)
Net derivative gains (losses) included in accumulated other comprehensive income, after tax			(120)
Additional Foreign Currency Forward Contracts			$ 10
Cash Flow Hedging | Copper
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount | lb			68,189	68,189	68,189	68,189	68,189
Derivative, Notional Amount			$ 160
Cash Flow Hedging | Foreign currency derivatives | Mexican Peso
Derivative [Line Items]
Derivative, Notional Amount			625				$ 14,600
Cash Flow Hedging | Foreign currency derivatives | Chinese Yuan Renminbi
Derivative [Line Items]
Derivative, Notional Amount			330		¥ 2,341
Cash Flow Hedging | Foreign currency derivatives | Polish Zloty
Derivative [Line Items]
Derivative, Notional Amount			125	zł 512
Cash Flow Hedging | Foreign currency derivatives | Euro Member Countries, Euro
Derivative [Line Items]
Derivative, Notional Amount			$ 305			€ 273
Forecast [Member] | Cost of Sales [Member]
Derivative [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ 42	$ 78

XML

Acquisitions And Divestitures Acquisition of gabocom (Details) - USD ($) $ in Millions	Nov. 19, 2019	May 14, 2019	Mar. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill			$ 2,389	$ 2,407
Falmat
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
Business Combination, Consideration Transferred		$ 25
Intangible assets		12
Other assets purchased and liabilities assumed, net		6
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net		18
Goodwill		7
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net		$ 25
Falmat | Customer Relationships [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life		9 years
gabocom
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Business Combination, Consideration Transferred	$ 311
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	25
Intangible assets	75
Other assets purchased and liabilities assumed, net	(11)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	89
Goodwill	222
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	311
gabocom | Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 66
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	9 years
gabocom | Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets	$ 9
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	15 years

XML

Restructuring Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 28	$ 26
Document Period End Date	Mar. 31, 2020
Restructuring, Cash Expenditures	$ (43)	(31)
Advanced Safety and User Experience
Restructuring Cost and Reserve [Line Items]
Restructuring	9	7
Advanced Safety and User Experience | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring	9	7
Signal and Power Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring	19	19
Restructuring and Related Cost, Expected Cost	40
Signal and Power Solutions | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring	19	19
EMEA
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 11	$ 7

XML

Assets Non Current assets (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred income taxes	$ 151	$ 164
Unamortized Revolving Credit Facility debt issuance costs	3	3
Income and other taxes receivable	48	45
Reimbursable engineering costs	253	217
Value added tax receivable	45	59
Equity investments	101	101
Derivative financial instruments	0	8
Capitalized upfront fees	84	79
Other	39	43
Total	$ 724	$ 719

XML

Subsequent Events (Tables)

3 Months Ended

May 01, 2020

Mar. 31, 2020

Subsequent Event [Line Items]

Schedule of Interest Rates

The Applicable Rates under the Credit Agreement on the specified dates are set forth below:

	March 31, 2020				December 31, 2019
	LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility	1.10	%	0.10	%	1.10	%	0.10	%
Tranche A Term Loan	1.25	%	0.25	%	1.25	%	0.25	%

Subsequent Event

Subsequent Event [Line Items]

Schedule of Interest Rates

The Applicable Rates related to the extended principal amounts under the Credit Agreement Amendment, on the date specified, are set forth below:

	May 1, 2020
	LIBOR plus		ABR plus
Revolving Credit Facility	1.65	%	0.65	%
Tranche A Term Loan	1.75	%	0.75	%

XML

Pension Benefits (Tables)

3 Months Ended

Mar. 31, 2020

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2020 and 2019:

	Non-U.S. Plans				U.S. Plans
	Three Months Ended March 31,
	2020		2019		2020		2019
	(in millions)
Service cost	$	5	$	5	$	—	$	—
Interest cost	6		7		—		—
Expected return on plan assets	(5)		(5)		—		—
Amortization of actuarial losses	4		3		—		—
Net periodic benefit cost	$	10	$	10	$	—	$	—

XML

Leases (Policies)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases, Policy

The Company has operating and finance leases for real estate, office equipment, automobiles, forklifts and certain other equipment. The Company's leases have remaining lease terms of 1 year to 30 years, some of which include options to extend the leases for up to 8 years, and some of which include options to terminate the leases within 1 year. Certain of our lease agreements include rental payments which are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is not a quoted rate and is derived by applying a spread over U.S. Treasury rates with a similar duration to the Company’s lease payments. The spread utilized is based on the Company’s credit rating and the impact of full collateralization.

Related Party Lease Agreement

In connection with the closing of the autonomous driving joint venture, as further discussed in Note 17. Acquisitions and Divestitures, Aptiv agreed to sublease certain office space to the newly formed entity with a remaining lease term of approximately 9 years. Total income under the agreement was less than $1 million during the three months ended March 31, 2020. The sublease income and Aptiv’s associated operating lease cost are recorded to cost of sales in the consolidated statement of operations. The Company believes the terms of the lease agreement have not significantly been affected by the fact the Company and the lessee are related parties.

XML

Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

Accrued Liabilities

Accrued liabilities consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Payroll-related obligations	$	218	$	226
Employee benefits, including current pension obligations	46		97
Income and other taxes payable	165		180
Warranty obligations (Note 6)	28		29
Restructuring (Note 7)	77		86
Customer deposits	38		43
Derivative financial instruments (Note 14)	72		4
Accrued interest	22		47
Deferred compensation related to nuTonomy acquisition	39		35
Operating lease liabilities (Note 21)	93		94
Other	354		314
Total	$	1,152	$	1,155

Liabilities, Noncurrent

Other long-term liabilities consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Environmental (Note 10)	$	4	$	3
Extended disability benefits	6		6
Warranty obligations (Note 6)	8		8
Restructuring (Note 7)	41		48
Payroll-related obligations	10		10
Accrued income taxes	199		199
Deferred income taxes, net	213		229
Derivative financial instruments (Note 14)	40		—
Other	100		108
Total	$	621	$	611

XML

Liabilities

3 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

Liabilities

LIABILITIES

Accrued liabilities consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Payroll-related obligations	$	218	$	226
Employee benefits, including current pension obligations	46		97
Income and other taxes payable	165		180
Warranty obligations (Note 6)	28		29
Restructuring (Note 7)	77		86
Customer deposits	38		43
Derivative financial instruments (Note 14)	72		4
Accrued interest	22		47
Deferred compensation related to nuTonomy acquisition	39		35
Operating lease liabilities (Note 21)	93		94
Other	354		314
Total	$	1,152	$	1,155

Other long-term liabilities consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Environmental (Note 10)	$	4	$	3
Extended disability benefits	6		6
Warranty obligations (Note 6)	8		8
Restructuring (Note 7)	41		48
Payroll-related obligations	10		10
Accrued income taxes	199		199
Deferred income taxes, net	213		229
Derivative financial instruments (Note 14)	40		—
Other	100		108
Total	$	621	$	611

XML

General

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

GENERAL

General and basis of presentation—“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC, a public limited company formed under the laws of Jersey on May 19, 2011 as Delphi Automotive PLC, which, through its subsidiaries, acquired certain assets of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) and completed an initial public offering on November 22, 2011. On December 4, 2017 (the “Distribution Date”), 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. To effect the Separation, the Company distributed to its shareholders one ordinary share of Delphi Technologies PLC for every three Aptiv ordinary shares outstanding as of November 22, 2017, the record date for the distribution. Following the Separation, the remaining company changed its name to Aptiv PLC and New York Stock Exchange (“NYSE”) symbol to “APTV.”

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and all adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. The consolidated financial statements and notes thereto included in this report should be read in conjunction with Aptiv’s 2019 Annual Report on Form 10-K.

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

XML

Fair Value Of Financial Instruments Fair Value of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		$ 38
Contingent consideration liability	$ 51	51
Financial and Nonfinancial Liabilities, Fair Value Disclosure	163	55
Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		3
Derivative Liability	34	3
Foreign currency derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		35
Derivative Liability	78	1
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		0
Contingent consideration liability	0	0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		0
Derivative Liability	0	0
Fair Value, Inputs, Level 1 | Foreign currency derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		0
Derivative Liability	0	0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		38
Contingent consideration liability	0	0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	112	4
Fair Value, Inputs, Level 2 | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		3
Derivative Liability	34	3
Fair Value, Inputs, Level 2 | Foreign currency derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		35
Derivative Liability	78	1
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		0
Contingent consideration liability	51	51
Financial and Nonfinancial Liabilities, Fair Value Disclosure	51	51
Fair Value, Inputs, Level 3 | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		0
Derivative Liability	0	0
Fair Value, Inputs, Level 3 | Foreign currency derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset		0
Derivative Liability	$ 0	$ 0

XML

Shareholders' Equity And Net Income Per Share Dividends (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended					12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2019
Document Period End Date	Mar. 31, 2020
Cash dividends per share	$ 0.22	$ 0.22	$ 0.22	$ 0.22	$ 0.22	$ 0.88
Payments of Cash Dividends	$ 56	$ 56	$ 56	$ 57	$ 57	$ 226

XML

Derivatives And Hedging Activities Net Investment Hedges (Details) € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)	Sep. 15, 2016 EUR (€)	Mar. 10, 2015 EUR (€)
Derivative [Line Items]
Settlement of derivatives	$ 1	$ (2)
Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	(2)	0
Net Investment Hedging | Designated as Hedging Instrument
Derivative [Line Items]
Gain (loss) on net investment hedge, net of tax	6	23
Net Investment Hedging | Designated as Hedging Instrument | Euro-Denominated Senior Notes, 1.500% Due 2025 | Senior Notes
Derivative [Line Items]
Debt instrument designated as net investment hedge | €					€ 700
Net Investment Hedging | Designated as Hedging Instrument | Euro-denominated Senior Notes, 1.600% Due 2028 | Senior Notes
Derivative [Line Items]
Debt instrument designated as net investment hedge | €				€ 500
Net Investment Hedging | Designated as Hedging Instrument | Euro-Denominated Senior Notes, 1.500% Due 2025 and Euro-Denominated Senior Notes, 1.600% Due 2028 | Senior Notes
Derivative [Line Items]
Gain (loss) on net investment hedge, net of tax	6	23
Net investment hedge gains (losses) included in accumulated other comprehensive income	(15)		$ (21)
Foreign exchange forward | China, Yuan Renminbi | Net Investment Hedging | Designated as Hedging Instrument
Derivative [Line Items]
Settlement of derivatives	$ (1)	$ (2)

XML

Acquisitions And Divestitures Acquisition of Falmat (Details) - USD ($) $ in Millions		3 Months Ended
	May 14, 2019	Mar. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Document Period End Date		Mar. 31, 2020
Goodwill		$ 2,389	$ 2,407
Falmat
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Business Combination, Consideration Transferred	$ 25
Intangible assets	12
Other assets purchased and liabilities assumed, net	6
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	18
Goodwill	7
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	$ 25
Customer Relationships [Member] | Falmat
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	9 years

XML

Leases Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Supplemental Cash Flow Information Related to Leases [Abstract]
Finance Lease, Interest Payment on Liability	$ 0	$ 0
Operating Lease, Payments	28	27
Finance Lease, Principal Payments	1	1
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	6	36
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 0	$ 0

XML

Assets Current Assets (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Value added tax receivable	$ 184	$ 205
Prepaid insurance and other expenses	81	88
Reimbursable engineering costs	67	101
Notes receivable	10	10
Income and other taxes receivable	65	45
Deposits to vendors	5	4
Derivative financial instruments	0	30
Capitalized upfront fees	20	20
Other	0	1
Total	$ 432	$ 504

XML

Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Lease Cost

The components of lease expense were as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Lease cost:
Finance lease cost:
Amortization of right-of-use assets	$	1	$	1
Interest on lease liabilities	—		—
Total finance lease cost	1		1
Operating lease cost	27		29
Short-term lease cost	4		1
Variable lease cost	—		1
Sublease income (1)	—		—
Total lease cost	$	32	$	32

(1)Sublease income excludes rental income from owned properties of $3 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other income, net.

Supplemental Cash Flow Information Related to Leases

Supplemental cash flow and other information related to leases was as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	—	$	—
Operating cash flows for operating leases	28		27
Financing cash flows for finance leases	1		1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	6	$	36
Finance leases	—		—

Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

	March 31, 2020			December 31, 2019
	(dollars in millions)
Operating leases:
Operating lease right-of-use assets	$	393		$	413
Accrued liabilities (Note 5)	$	93		$	94
Long-term operating lease liabilities	308			329
Total operating lease liabilities	$	401		$	423
Finance leases:
Property and equipment	$	30		$	30
Less: accumulated depreciation	(10)			(9)
Total property, net	$	20		$	21
Short-term debt (Note 8)	$	4		$	4
Long-term debt (Note 8)	17			18
Total finance lease liabilities	$	21		$	22
Weighted average remaining lease term:
Operating leases	6 years			6 years
Finance leases	6 years			6 years
Weighted average discount rate:
Operating leases	3.5		%	3.5		%
Finance leases	4.0		%	4.0		%

Maturities of Lease Liabilities

Maturities of lease liabilities were as follows:

	Operating Leases		Finance Leases
	(in millions)
As of March 31, 2020:
2020 (remaining as of March 31, 2020)	$	79	$	4
2021	95		5
2022	79		4
2023	59		3
2024	40		2
Thereafter	93		6
Total lease payments	445		24
Less: imputed interest	(44)		(3)
Total	$	401	$	21

XML

Warranty Obligations (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Accrual balance at beginning of period	$ 37
Provision for estimated warranties incurred during the period	7
Provision for changes in estimate for pre-existing warranties	1
Settlements made during the period (in cash or in kind)	(8)
Foreign currency translation and other	(1)
Accrual balance at end of period	36
Minimum [Member] | Product Warranty
Product Warranty Liability [Line Items]
Range of Possible Loss, Portion Not Accrued	0
Maximum [Member] | Product Warranty
Product Warranty Liability [Line Items]
Range of Possible Loss, Portion Not Accrued	$ 20

XML

Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 1,567	$ 245
Other comprehensive income (loss):
Currency translation adjustments	(131)	1
Net change in unrecognized gain (loss) on derivative instruments, net of tax (Note 14)	(153)	19
Employee benefit plans adjustment, net of tax	7	2
Other comprehensive income (loss)	(277)	22
Comprehensive income	1,290	267
Comprehensive income attributable to noncontrolling interests	(10)	6
Comprehensive income attributable to Aptiv	$ 1,300	$ 261

XML

Segment Reporting Segment Assets Data (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Equity Method Investments	$ 2,090	$ 106
Goodwill	2,389	2,407
Assets	16,167	13,459
Operating Segments | Signal and Power Solutions
Equity Method Investments	91	106
Goodwill	2,363	2,381
Assets	12,444	12,726
Operating Segments | Advanced Safety and User Experience
Equity Method Investments	1,999	0
Goodwill	26	26
Assets	6,980	4,988
Intersegment Eliminations
Equity Method Investments	0	0
Goodwill	0	0
Assets	$ (3,257)	$ (4,255)

XML

Pension Benefits Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Defined Benefit Pension Plan, Postemployment Benefit Period	5 years
Liability, Other Retirement Benefits	$ 1	$ 2

XML

Debt Outstanding (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019	Mar. 14, 2019	Sep. 20, 2016	Sep. 15, 2016	Nov. 19, 2015	Mar. 10, 2015	Mar. 03, 2014
Debt Instrument [Line Items]
Finance leases and other	$ 28	$ 33
Total debt	6,224	4,364
Less: current portion	(260)	(393)
Long-term debt	5,964	3,971
Senior Notes | Senior Notes, 3.15% Due 2020
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage						3.15%
Senior Notes | Senior Notes, 4.150% Due 2024
Debt Instrument [Line Items]
Long-term debt	697	697
Debt Instrument, Interest Rate, Stated Percentage								4.15%
Senior Notes | Euro-Denominated Senior Notes, 1.500% Due 2025
Debt Instrument [Line Items]
Long-term debt	776	779
Debt Instrument, Interest Rate, Stated Percentage							1.50%
Senior Notes | Senior Notes, 4.25% Due 2026
Debt Instrument [Line Items]
Long-term debt	647	647
Debt Instrument, Interest Rate, Stated Percentage						4.25%
Senior Notes | Euro-denominated Senior Notes, 1.600% Due 2028
Debt Instrument [Line Items]
Long-term debt	554	556
Debt Instrument, Interest Rate, Stated Percentage					1.60%
Senior Notes | Senior Notes, 4.35% Due 2029
Debt Instrument [Line Items]
Long-term debt	297	297
Debt Instrument, Interest Rate, Stated Percentage			4.35%
Senior Notes | Senior Notes, 4.400% Due 2046
Debt Instrument [Line Items]
Long-term debt	295	295
Debt Instrument, Interest Rate, Stated Percentage				4.40%
Senior Notes | Senior Notes, 5.40% Due 2049
Debt Instrument [Line Items]
Long-term debt	345	345
Debt Instrument, Interest Rate, Stated Percentage			5.40%
Loans Payable | Tranche A Term Loan, Due 2021
Debt Instrument [Line Items]
Long-term debt	349	359
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Other Long-term Debt	$ 2,000	$ 90

XML

Consolidated Statement Of Shareholders' Equity - USD ($) $ in Millions	Total	Ordinary Shares	Additional Paid in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest	Parent
Balance at Dec. 31, 2018	$ 3,670	$ 3	$ 1,639	$ 2,511	$ (694)	$ 211	$ 3,459
Balance, in shares at Dec. 31, 2018		260,000,000
Net income	245			240		5	240
Other comprehensive income (loss)	22				21	1	21
Dividends on ordinary shares	(57)		1	(58)		0	(57)
Taxes witheld on employees' restricted share award vestings	$ (34)		(34)				(34)
Repurchase of ordinary shares, in shares	(2,840,079)	(3,000,000)
Repurchase of ordinary shares	$ (226)		(15)	(211)			(226)
Share-based compensation, in shares		1,000,000
Share based compensation	15		15				15
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	0			9	(9)		0
Balance at Mar. 31, 2019	3,635	$ 3	1,606	2,491	(682)	217	3,418
Balance, in shares at Mar. 31, 2019		258,000,000
Balance at Dec. 31, 2019	4,011	$ 3	1,645	2,890	(719)	192	3,819
Balance, in shares at Dec. 31, 2019		255,000,000
Net income	1,567			1,572		(5)	1,572
Other comprehensive income (loss)	(277)				(272)	(5)	(272)
Dividends on ordinary shares	(56)		1	(57)		0	(56)
Taxes witheld on employees' restricted share award vestings	$ (33)		(33)				(33)
Repurchase of ordinary shares, in shares	(1,059,075)	(1,000,000)
Repurchase of ordinary shares	$ (57)		(6)	(51)			(57)
Share-based compensation, in shares		1,000,000
Share based compensation	(1)		(1)				(1)
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	(1)			(1)	0		(1)
Balance at Mar. 31, 2020	$ 5,153	$ 3	$ 1,606	$ 4,353	$ (991)	$ 182	$ 4,971
Balance, in shares at Mar. 31, 2020		255,000,000

XML

Share-Based Compensation Weighting for Components of Performance Based RSU Awards (Details) - PLC Long Term Incentive Plan	3 Months Ended
	Mar. 31, 2020
2015 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average return on net assets	33.00%	[1]
Cumulative net income	33.00%
Relative total shareholder return	33.00%	[2]
2016 - 2019 Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average return on net assets	50.00%	[1]
Cumulative net income	25.00%
Relative total shareholder return	25.00%	[2]

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

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

XML

Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue

Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market in the following tables for the three months ended March 31, 2020 and 2019. Information concerning geographic market reflects the manufacturing location.

For the Three Months Ended March 31, 2020:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
Geographic Market
North America	$	1,005	$	292	$	—	$	1,297
Europe, Middle East and Africa	778		443		(3)		1,218
Asia Pacific	492		167		(3)		656
South America	55		—		—		55
Total net sales	$	2,330	$	902	$	(6)	$	3,226

For the Three Months Ended March 31, 2019:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
Geographic Market
North America	$	1,096	$	326	$	(1)	$	1,421
Europe, Middle East and Africa	789		443		(3)		1,229
Asia Pacific	622		254		(6)		870
South America	55		—		—		55
Total net sales	$	2,562	$	1,023	$	(10)	$	3,575

XML

Shareholders' Equity And Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2020

Shareholders' Equity and Net Income Per Share Note [Abstract]

Schedule of Weighted Average Number of Shares

The following table illustrates net income per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted income per share:

	Three Months Ended March 31,
	2020		2019
	(in millions, except per share data)
Numerator:
Net income attributable to Aptiv	$	1,572	$	240
Denominator:
Weighted average ordinary shares outstanding, basic	255.51		259.08
Dilutive shares related to restricted stock units (“RSUs”)	0.32		0.47
Weighted average ordinary shares outstanding, including dilutive shares	255.83		259.55
Net income per share attributable to Aptiv:
Basic	$	6.15	$	0.93
Diluted	$	6.14	$	0.92
Anti-dilutive securities share impact	—		—

Schedule of Share Repurchases

A summary of the ordinary shares repurchased during the three months ended March 31, 2020 and 2019 is as follows:

	Three Months Ended March 31,
	2020		2019
Total number of shares repurchased	1,059,075		2,840,079
Average price paid per share	$	53.73	$	79.57
Total (in millions)	$	57	$	226

Schedule of Dividends Declared and Paid

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

	Dividend		Amount
	Per Share		(in millions)
2020:
First quarter	$	0.22	$	56
Total	$	0.22	$	56
2019:
Fourth quarter	$	0.22	$	56
Third quarter	0.22		56
Second quarter	0.22		57
First quarter	0.22		57
Total	$	0.88	$	226

XML

Other Income, Net (Tables)

3 Months Ended

Mar. 31, 2020

Other Income and Expenses [Abstract]

Interest and Other Income

Other income (expense), net included:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	3	$	3
Loss on extinguishment of debt	—		(6)
Components of net periodic benefit cost other than service cost (Note 9)	(5)		(5)
Change in fair value of equity investments (Note 17)	—		19
Other, net	1		5
Other (expense) income, net	$	(1)	$	16

XML

Fair Value Of Financial Instruments

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements on a Recurring Basis

Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterparties with long-term investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency

and commodity derivative instruments are determined using exchange traded prices and rates. Aptiv also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Aptiv is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.

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

As of March 31, 2020 and December 31, 2019, Aptiv was in a net derivative liability position of $112 million and a net derivative asset position of $34 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.

Contingent consideration—The liability for contingent consideration is estimated as of the date of the acquisition and is recorded as part of the purchase price, and is subsequently re-measured to fair value at each reporting date, based on a probability-weighted analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. The measurement of the liability for contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASC Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings or milestone achievements of the acquired businesses and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the actual or forecasted inputs utilized or in the discount rates used to determine the present value of contingent future cash flows. The Company regularly reviews these assumptions and makes adjustments to the fair value measurements as required by facts and circumstances. As of March 31, 2020, the Company has determined that all earn-out provisions have been achieved under existing agreements.

As of March 31, 2020 and December 31, 2019, the liability for contingent consideration was $51 million (of which $19 million was classified within other current liabilities and $32 million was classified within other long-term liabilities) and $51 million (of which $16 million was classified within other current liabilities and $35 million was classified within other long-term liabilities), respectively, representing the maximum required amounts to be paid under existing agreements. Adjustments to this liability for interest accretion are recognized in interest expense, and any other changes in the fair value of this liability are recognized within other income (expense), net in the consolidated statements of operations.

The changes in the contingent consideration liability classified as a Level 3 measurement for the three months ended March 31, 2020 were as follows:

	Contingent Consideration Liability
	(in millions)
Fair value at beginning of period	$	51
Additions	—
Payments	—
Interest accretion	—
Fair value at end of period	$	51

In accordance with existing agreements, the Company was required to deposit $32 million related to the contingent consideration liability into an escrow account (of which $16 million was deposited in the second quarter of 2019 and $16 million was deposited in the first quarter of 2020). Accordingly, this amount is classified as restricted cash in the consolidated balance sheets. The remaining portion of the contingent consideration liability is required to be deposited into the escrow account in the first quarter of 2021 and all amounts are anticipated to be released from the escrow account in the fourth quarter of 2021.

As of March 31, 2020, Aptiv had no assets measured at fair value on a recurring basis and as of December 31, 2019, Aptiv had the following assets measured at fair value on a recurring basis:

	Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(in millions)
As of December 31, 2019:
Commodity derivatives	$	3	$	—	$	3	$	—
Foreign currency derivatives	35		—		35		—
Total	$	38	$	—	$	38	$	—

As of March 31, 2020 and December 31, 2019, Aptiv had the following liabilities measured at fair value on a recurring basis:

	Total		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(in millions)
As of March 31, 2020:
Commodity derivatives	$	34	$	—	$	34	$	—
Foreign currency derivatives	78		—		78		—
Contingent consideration	51		—		—		51
Total	$	163	$	—	$	112	$	51
As of December 31, 2019:
Commodity derivatives	$	3	$	—	$	3	$	—
Foreign currency derivatives	1		—		1		—
Contingent consideration	51		—		—		51
Total	$	55	$	—	$	4	$	51

Non-derivative financial instruments—Aptiv’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangement, finance leases and other debt issued by Aptiv’s non-U.S. subsidiaries, the Revolving Credit Facility, the Tranche A Term Loan and all series of outstanding senior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of March 31, 2020 and December 31, 2019, total debt was recorded at $6,224 million and $4,364 million, respectively, and had estimated fair values of $6,018 million and $4,593 million, respectively. For all other financial instruments recorded at March 31, 2020 and December 31, 2019, fair value approximates book value.

Fair Value Measurements on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, Aptiv also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, assets held for sale, equity investments, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. During the three months ended March 31, 2020 and 2019, Aptiv recorded no non-cash asset impairment charges. Fair value of long-lived and intangible assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, Aptiv has determined that the fair value measurements of long-lived and intangible assets fall in Level 3 of the fair value hierarchy.

XML

Commitments And Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Ordinary Business Litigation

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

Brazil Matters

Aptiv conducts business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Aptiv believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. As of March 31, 2020, the majority of claims asserted against Aptiv in Brazil relate to such litigation. The remaining claims in Brazil relate to commercial and labor litigation with private parties. As of March 31, 2020, claims totaling approximately $105 million (using March 31, 2020 foreign currency rates) have been asserted against Aptiv in Brazil. As of March 31, 2020, the Company maintains accruals for these asserted claims of $25 million (using March 31, 2020 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Aptiv’s results of operations could be materially affected. The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to $80 million.

Environmental Matters

Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of March 31, 2020 and December 31, 2019, the undiscounted reserve for environmental investigation and remediation was approximately $4 million (which was recorded in other long-term liabilities) and $4 million (of which $1 million was recorded in accrued liabilities and $3 million was recorded in other long-term liabilities), respectively. Aptiv cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Aptiv’s results of operations could be materially affected. At March 31, 2020, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

XML

Leases Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases

LEASES

Lease Portfolio

The Company has operating and finance leases for real estate, office equipment, automobiles, forklifts and certain other equipment. The Company's leases have remaining lease terms of 1 year to 30 years, some of which include options to extend the leases for up to 8 years, and some of which include options to terminate the leases within 1 year. Certain of our lease agreements include rental payments which are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is not a quoted rate and is derived by applying a spread over U.S. Treasury rates with a similar duration to the Company’s lease payments. The spread utilized is based on the Company’s credit rating and the impact of full collateralization.

Related Party Lease Agreement

In connection with the closing of the autonomous driving joint venture, as further discussed in Note 17. Acquisitions and Divestitures, Aptiv agreed to sublease certain office space to the newly formed entity with a remaining lease term of approximately 9 years. Total income under the agreement was less than $1 million during the three months ended March 31, 2020. The sublease income and Aptiv’s associated operating lease cost are recorded to cost of sales in the consolidated statement of operations. The Company believes the terms of the lease agreement have not significantly been affected by the fact the Company and the lessee are related parties.

The components of lease expense were as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Lease cost:
Finance lease cost:
Amortization of right-of-use assets	$	1	$	1
Interest on lease liabilities	—		—
Total finance lease cost	1		1
Operating lease cost	27		29
Short-term lease cost	4		1
Variable lease cost	—		1
Sublease income (1)	—		—
Total lease cost	$	32	$	32

(1)Sublease income excludes rental income from owned properties of $3 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other income, net.

Supplemental cash flow and other information related to leases was as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	—	$	—
Operating cash flows for operating leases	28		27
Financing cash flows for finance leases	1		1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	6	$	36
Finance leases	—		—

Supplemental balance sheet information related to leases was as follows:

	March 31, 2020			December 31, 2019
	(dollars in millions)
Operating leases:
Operating lease right-of-use assets	$	393		$	413
Accrued liabilities (Note 5)	$	93		$	94
Long-term operating lease liabilities	308			329
Total operating lease liabilities	$	401		$	423
Finance leases:
Property and equipment	$	30		$	30
Less: accumulated depreciation	(10)			(9)
Total property, net	$	20		$	21
Short-term debt (Note 8)	$	4		$	4
Long-term debt (Note 8)	17			18
Total finance lease liabilities	$	21		$	22
Weighted average remaining lease term:
Operating leases	6 years			6 years
Finance leases	6 years			6 years
Weighted average discount rate:
Operating leases	3.5		%	3.5		%
Finance leases	4.0		%	4.0		%

Additionally, the Company reclassified $12 million of operating lease right-of-use assets and $13 million of operating lease liabilities as held for sale in the consolidated balance sheet as of December 31, 2019. Refer to Note 17. Acquisitions and Divestitures for further information regarding the Company's assets and liabilities held for sale.

Maturities of lease liabilities were as follows:

	Operating Leases		Finance Leases
	(in millions)
As of March 31, 2020:
2020 (remaining as of March 31, 2020)	$	79	$	4
2021	95		5
2022	79		4
2023	59		3
2024	40		2
Thereafter	93		6
Total lease payments	445		24
Less: imputed interest	(44)		(3)
Total	$	401	$	21

As of March 31, 2020, the Company has entered into additional operating leases which are not significant, primarily for real estate, that have not yet commenced.

XML

Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt

DEBT

The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
	(in millions)
Accounts receivable factoring	$	236	$	266
Revolving Credit Facility (Note 22)	2,000		90
4.15%, senior notes, due 2024 (net of $2 and $2 unamortized issuance costs and $1 and $1 discount, respectively)	697		697
1.50%, Euro-denominated senior notes, due 2025 (net of $2 and $3 unamortized issuance costs and $2 and $2 discount, respectively)	776		779
4.25%, senior notes, due 2026 (net of $3 and $3 unamortized issuance costs, respectively)	647		647
1.60%, Euro-denominated senior notes, due 2028 (net of $3 and $3 unamortized issuance costs, respectively)	554		556
4.35%, senior notes, due 2029 (net of $3 and $3 unamortized issuance costs, respectively)	297		297
4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $2 and $2 discount, respectively)	295		295
5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)	345		345
Tranche A Term Loan, due 2021 (net of $1 and $1 unamortized issuance costs, respectively) (Note 22)	349		359
Finance leases and other	28		33
Total debt	6,224		4,364
Less: current portion	(260)		(393)
Long-term debt	$	5,964	$	3,971

Credit Agreement

Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains senior unsecured credit facilities currently consisting of a term loan (the “Tranche A Term Loan”) and a revolving credit facility of $2.0 billion (the “Revolving Credit Facility”). The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on August 17, 2016. The 2016 amendment extended the maturity of the Revolving Credit Facility and the Tranche A Term Loan from 2018 to 2021, increased the capacity of the Revolving Credit Facility from $1.5 billion to $2.0 billion and permitted Aptiv PLC to act as a borrower on the Revolving Credit Facility.

Beginning in the fourth quarter of 2017, Aptiv was obligated to begin making quarterly principal payments throughout the term of the Tranche A Term Loan, according to the amortization schedule in the Credit Agreement. The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion (or a greater amount based upon a formula set forth in the Credit

Agreement) upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent and existing lenders.

During the first quarter of 2020, the Company drew down all remaining availability under its Revolving Credit Facility, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic. As a result, approximately $2.0 billion was outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement as of March 31, 2020.

Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below:

	March 31, 2020				December 31, 2019
	LIBOR plus		ABR plus		LIBOR plus		ABR plus
Revolving Credit Facility	1.10	%	0.10	%	1.10	%	0.10	%
Tranche A Term Loan	1.25	%	0.25	%	1.25	%	0.25	%

The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in the Company’s credit ratings. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in the Company’s corporate credit ratings. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility and certain letter of credit issuance and fronting fees.

The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by Aptiv in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). Aptiv may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of March 31, 2020, Aptiv selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of March 31, 2020, as detailed in the table below, was based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:

		Borrowings as of
		March 31, 2020		Rates effective as of
	Applicable Rate	(in millions)		March 31, 2020
Revolving Credit Facility	ABR plus 0.10%	$	150	3.35	%
Revolving Credit Facility	LIBOR plus 1.10%	$	1,850	1.88	%
Tranche A Term Loan	LIBOR plus 1.25%	$	350	2.00	%

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

The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0. The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2020.

As of March 31, 2020, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement, and the Tranche A Term Loan and the Revolving Credit Facility were set to mature on August 17, 2021. Subsequent to March 31, 2020, the Company amended and restated the Credit Agreement, extending the maturity date of substantially all of the Revolving Credit Facility and the Tranche A Term Loan from August 17, 2021 to August 17, 2022, as further described in Note 22. Subsequent Events.

Senior Unsecured Notes

On March 3, 2014, Aptiv Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured notes due 2024 (the “2014 Senior Notes”) in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”). The 2014 Senior Notes were priced at 99.649% of par, resulting in a yield to maturity of 4.193%. The proceeds were primarily utilized to redeem $500 million of 5.875% senior unsecured notes due 2019 and to repay a portion of the Tranche A Term Loan. Aptiv paid approximately $6 million of issuance costs in connection with the 2014 Senior Notes. Interest is payable

semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.

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

On November 19, 2015, Aptiv PLC issued $1.3 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $650 million of 3.15% senior unsecured notes due 2020 (the “3.15% Senior Notes”) and $650 million of 4.25% senior unsecured notes due 2026 (the “4.25% Senior Notes”) (collectively, the “2015 Senior Notes”). The 3.15% Senior Notes were priced at 99.784% of par, resulting in a yield to maturity of 3.197%, and the 4.25% Senior Notes were priced at 99.942% of par, resulting in a yield to maturity of 4.256%. The proceeds were primarily utilized to fund a portion of the cash consideration for the acquisition of HellermannTyton PLC and for general corporate purposes, including the payment of fees and expenses associated with the HellermannTyton PLC acquisition and the related financing transaction. Aptiv incurred approximately $8 million of issuance costs in connection with the 2015 Senior Notes. Interest on the 3.15% Senior Notes was payable semi-annually on May 19 and November 19 of each year to holders of record at the close of business on May 4 or November 4 immediately preceding the interest payment date. Interest on the 4.25% Senior Notes is payable semi-annually on January 15 and July 15 of each year to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date. In March 2019, Aptiv redeemed for cash the entire $650 million aggregate principal amount outstanding of the 3.15% Senior Notes, financed by the proceeds received from the issuance of the 2019 Senior Notes, as defined below. As a result of the redemption of the 3.15% Senior Notes, Aptiv recognized a loss on debt extinguishment of approximately $6 million during the three months ended March 31, 2019 within other expense, net in the consolidated statements of operations.

On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60% Euro-denominated senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2016 Euro-denominated Senior Notes were priced at 99.881% of par, resulting in a yield to maturity of 1.611%. The proceeds, together with proceeds from the 2016 Senior Notes described below, were utilized to redeem the $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $4 million of issuance costs in connection with the 2016 Euro-denominated Senior Notes. Interest is payable annually on September 15. The Company has designated the 2016 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.

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

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

Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of March 31, 2020, the Company was in compliance with the provisions of all series of the outstanding senior notes.

The 2014 Senior Notes issued by Aptiv Corporation are fully and unconditionally guaranteed, jointly and severally, by Aptiv PLC and by certain of Aptiv PLC’s direct and indirect subsidiaries, which are directly or indirectly 100% owned by

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

Other Financing

Receivable factoring—Aptiv maintains a €300 million European accounts receivable factoring facility that is available on a committed basis. This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This program renews on a non-committed, indefinite basis unless terminated by either party. Borrowings bear interest at Euro Interbank Offered Rate (“EURIBOR”) plus 0.42% for borrowings denominated in Euros. The rate effective on amounts outstanding as of March 31, 2020 was 0.42%. As of March 31, 2020 and December 31, 2019, Aptiv had $236 million and $266 million, respectively, outstanding on the European accounts receivable factoring facility.

Finance leases and other—As of March 31, 2020 and December 31, 2019, approximately $28 million and $33 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.

Interest—Cash paid for interest related to debt outstanding totaled $66 million and $55 million for the three months ended March 31, 2020 and 2019, respectively.

Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $2 million and $2 million outstanding through other letter of credit facilities as of March 31, 2020 and December 31, 2019, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.

XML

Inventories

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

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

	March 31, 2020		December 31, 2019
	(in millions)
Productive material	$	793	$	706
Work-in-process	107		102
Finished goods	463		478
Total	$	1,363	$	1,286

XML

Acquisitions And Divestitures

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Acquisitions and Divestitures

ACQUISITIONS AND DIVESTITURES

Acquisition of gabo Systemtechnik GmbH

On November 19, 2019, Aptiv acquired 100% of the equity interests of gabo Systemtechnik GmbH (“gabocom”), a leading provider of highly-engineered cable management and protection solutions for the telecommunications industry, for total consideration of $311 million, net of cash acquired. The results of operations of gabocom are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired gabocom utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2019. The preliminary purchase price and related allocation to the acquired net assets of gabocom based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	311
Property, plant and equipment	$	25
Intangible assets	75
Other liabilities, net	(11)
Identifiable net assets acquired	89
Goodwill resulting from purchase	222
Total purchase price allocation	$	311

Intangible assets include $66 million recognized for the fair value of customer-based assets with estimated useful lives of approximately 9 years and $9 million recognized for the fair value of the acquired trade name, which has an estimated useful life of approximately 15 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of gabocom, and is not deductible for tax purposes.

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

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

Acquisition of Falmat Inc.

On May 14, 2019, Aptiv acquired 100% of the equity interests of Falmat Inc. (“Falmat”), a leading manufacturer of high performance custom cable and cable assemblies for industrial applications, for total consideration of $25 million, net of cash acquired. The results of operations of Falmat are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired Falmat utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the second quarter of 2019. The preliminary purchase price and related allocation to the acquired net assets of Falmat based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	25
Intangible assets	$	12
Other assets, net	6
Identifiable net assets acquired	18
Goodwill resulting from purchase	7
Total purchase price allocation	$	25

Intangible assets primarily include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful lives of approximately 9 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of Falmat, and is not deductible for tax purposes.

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

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

Acquisition of Dynawave Inc.

In March 2020, Aptiv agreed to acquire Dynawave Inc. (“Dynawave”), a specialized manufacturer of custom-engineered interconnect solutions for a wide range of industries, for total consideration of approximately $22 million. The acquisition is subject to the satisfaction of customary closing conditions and the receipt of regulatory and other approvals, and is expected to close by the third quarter of 2020. The Company expects to acquire Dynawave primarily utilizing cash on hand. Upon completion, Dynawave will become part of the Signal and Power Solutions segment.

Technology Investments

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

During the fourth quarter of 2019, the Company’s Advanced Safety and User Experience segment made a $6 million investment in Krono-Safe, SAS, a leading software developer of safety-critical real-time embedded systems.

During the first quarter of 2019, the Company’s Advanced Safety and User Experience segment made an additional $3 million investment in Otonomo Technologies Ltd. (“Otonomo”), a connected car data marketplace developer. This investment was in addition to the Company’s $15 million investment made in the first quarter of 2017.

As of March 31, 2020, the Company had the following technology investments, which are classified within other long-term assets in the consolidated balance sheets:

Investment Name	Segment	Investment Date	Investment (in millions)
Krono-Safe, SAS	Advanced Safety and User Experience	Q4 2019	$	6
Affectiva, Inc.	Advanced Safety and User Experience	Q4 2018	15
Innoviz Technologies	Advanced Safety and User Experience	Q3 2017	15
LeddarTech, Inc.	Advanced Safety and User Experience	Q3 2017	10
Valens Semiconductor Ltd.	Signal and Power Solutions	Q2 2017	10
Otonomo Technologies Ltd.	Advanced Safety and User Experience	Q1 2017; Q1 2019	37
Quanergy Systems, Inc	Advanced Safety and User Experience	Q2 2015; Q1 2016	6
Other investments	Advanced Safety and User Experience	Q4 2018; Q3 2019	2
			$	101

During the three months ended March 31, 2019, the Company’s investment in Otonomo was remeasured to a fair value of $37 million, based on a subsequent round of financing observed to be for identical or similar investments of the same issuer. As a result, the Company recorded a pre-tax unrealized gain of $19 million to other income, net during the three months ended March 31, 2019.

There were no other material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to these investments. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.

Autonomous Driving Joint Venture

On March 26, 2020, Aptiv completed the transaction with Hyundai Motor Group (“Hyundai”) to form a new joint venture focused on the design, development and commercialization of autonomous driving technologies. Under the terms of the agreement, Aptiv contributed to the joint venture autonomous driving technology, intellectual property and approximately 700 employees for a 50% ownership interest in the newly formed entity. Hyundai contributed to the joint venture approximately $1.6 billion in cash, along with vehicle engineering services, research and development resources and access to intellectual property for a 50% ownership interest in the newly formed entity. As a result, subsequent to the closing of the transaction, the newly formed joint venture is expected to fund all of its future operating expenses and investments in autonomous driving technologies for the foreseeable future. Consequently, Aptiv is no longer required to fund these investments and expenses, which approximated $180 million for the year ended December 31, 2019 prior to the joint venture formation. Upon closing of the transaction, Aptiv deconsolidated the carrying value of the associated assets and liabilities contributed to the joint venture, previously classified as held for sale, and recognized an asset of approximately $2.0 billion within Investments in affiliates in the consolidated balance sheet, based on the preliminary fair value of its investment in the newly formed joint venture. The Company recognized a pre-tax gain of approximately $1.4 billion in the consolidated statement of operations (approximately $5.63 per diluted share during the three months ended March 31, 2020), net of transaction costs of $22 million, based on the difference between the carrying value of its contribution to the joint venture and the preliminary fair value of its investment in the newly formed entity. The estimated fair value of Aptiv’s ownership interest in the newly formed joint venture was determined primarily based on third-party valuations and management estimates, generally utilizing income and market approaches. The estimated fair value is preliminary and could be revised as a result of additional information obtained or adjustments made due to the completion of independent appraisals and valuations. The effects of this transaction would not materially impact the Company’s reported results for any period presented, and the transaction did not meet the criteria to be reflected as a discontinued operation.

In connection with the closing of the transaction, Aptiv and the newly formed entity entered into various agreements to facilitate an orderly transition and to provide a framework for their relationship going forward, which included a transition services agreement. The transition services primarily involve Aptiv providing certain administrative services to the joint venture for a period of up to 24 months after the closing date. These agreements are not material to Aptiv. The Company will account for its investment in the newly formed entity prospectively using the equity method of accounting.

The Company determined that the assets and liabilities associated with Aptiv’s contribution to the joint venture, which were reported within the Advanced Safety and User Experience segment, met the held for sale criteria as of December 31, 2019. Accordingly, the held for sale assets and liabilities were reclassified in the consolidated balance sheet as of December 31, 2019 to current assets held for sale and current liabilities held for sale, respectively, as the contribution of such assets and liabilities to

the joint venture was expected to occur within one year. Upon designation as held for sale, the Company ceased recording depreciation of the held for sale assets.

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. The estimated fair value less costs to sell of Aptiv’s contribution to the joint venture exceeded its carrying value as of December 31, 2019, and therefore no adjustment to these long-lived assets was necessary.

As a result of the completion of the transaction on March 26, 2020, there were no assets or liabilities held for sale as of March 31, 2020. The following table summarizes the carrying value of the major classes of assets and liabilities held for sale as of December 31, 2019:

	December 31, 2019
	(in millions)
Cash and cash equivalents	$	1
Accounts receivable, net	1
Property, net	64
Operating lease right-of-use assets	12
Intangible assets, net	126
Goodwill	318
Other assets	10
Total assets held for sale	$	532
Accounts payable	$	9
Accrued liabilities	19
Long-term operating lease liabilities	10
Other liabilities	5
Total liabilities held for sale	$	43

The pre-tax loss of Aptiv’s autonomous driving operations contributed to the joint venture on March 26, 2020, included within Aptiv’s consolidated operating results, were $41 million and $41 million for the three months ended March 31, 2020 and 2019, respectively.

XML

Inventories (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

A summary of inventories is shown below:

	March 31, 2020		December 31, 2019
	(in millions)
Productive material	$	793	$	706
Work-in-process	107		102
Finished goods	463		478
Total	$	1,363	$	1,286

XML

Restructuring (Tables)

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes the restructuring charges recorded for the three months ended March 31, 2020 and 2019 by operating segment:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Signal and Power Solutions	$	19	$	19
Advanced Safety and User Experience	9		7
Total	$	28	$	26

Schedule of Restructuring Reserve by Type of Cost

The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2020:

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
	(in millions)
Accrual balance at January 1, 2020	$	134	$	—	$	134
Provision for estimated expenses incurred during the period	28		—		28
Payments made during the period	(43)		—		(43)
Foreign currency and other	(1)		—		(1)
Accrual balance at March 31, 2020	$	118	$	—	$	118

XML

Liabilities Other Liabilities, Current (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Payroll-related obligations	$ 218	$ 226
Employee benefits, including current pension obligations	46	97
Income and other taxes payable	165	180
Warranty obligations	28	29
Restructuring	77	86
Customer deposits	38	43
Derivative financial instruments	72	4
Accrued interest	22	47
Deferred compensation related to nuTonomy acquisition	39	35
Operating lease liabilities	93	94
Other	354	314
Total	$ 1,152	$ 1,155

XML

Significant Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Significant Accounting Policies [Line Items]
Equity investments	$ 101		$ 101
Accounts receivable, net	2,308		2,569
Accounts Receivable, Allowance for Credit Loss, Current	38		37
Intangible assets, net (excluding goodwill)	1,132		1,186
Amortization of intangible assets	36	$ 34
Goodwill	2,389		2,407
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	(1)	$ 0
Other Long-Term Assets
Significant Accounting Policies [Line Items]
Equity investments	101		101
GM
Significant Accounting Policies [Line Items]
Accounts and Other Receivables	190		205
VW
Significant Accounting Policies [Line Items]
Accounts and Other Receivables	115		135
FCA
Significant Accounting Policies [Line Items]
Accounts and Other Receivables	$ 186		$ 207
Customer Concentration Risk | Total Net Sales | GM & VW
Significant Accounting Policies [Line Items]
Percentage of Total Net Sales	27.00%	27.00%
Customer Concentration Risk | Total Net Sales | GM
Significant Accounting Policies [Line Items]
Percentage of Total Net Sales	10.00%	10.00%
Customer Concentration Risk | Total Net Sales | VW
Significant Accounting Policies [Line Items]
Percentage of Total Net Sales	9.00%	8.00%
Customer Concentration Risk | Total Net Sales | FCA
Significant Accounting Policies [Line Items]
Percentage of Total Net Sales	8.00%	9.00%
Retained Earnings
Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ (1)	$ 9

XML

Fair Value Of Financial Instruments Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	$ (112)	$ 34
Total debt, recorded amount	6,224	4,364
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	51	51
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, fair value	6,018	4,593
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	0	0
Other Current Liabilities | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	19	16
Other Long-Term Liabilities | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	32	35
Contingent Consideration Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments	0
Contingent Consideration Liability | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	$ 51	$ 51

XML

Shareholders' Equity And Net Income Per Share Weighted Average Shares Outstanding and Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Shareholders' Equity and Net Income Per Share Note [Abstract]
Document Period End Date	Mar. 31, 2020
Numerator:
Net income attributable to Aptiv	$ 1,572	$ 240
Denominator:
Weighted average number of basic shares outstanding	255,510,000	259,080,000.00
Dilutive shares related to restricted stock units	320,000	470,000
Weighted average ordinary shares outstanding, including dilutive shares	255,830,000	259,550,000
Basic net income per share:
Basic net income per share attributable to Aptiv	$ 6.15	$ 0.93
Diluted net income per share:
Diluted net income per share attributable to Aptiv	$ 6.14	$ 0.92
Antidilutive securities share impact	0	0

XML

Changes in Accumulated Other Comprehensive Income AOCI Reclassifications (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of sales		$ 2,725	$ 2,962
Actuarial losses		(1)	16
Income tax expense		(10)	(33)
Net income		1,567	245
Net income attributable to noncontrolling interest		5	(5)
Net income attributable to Aptiv		1,572	240
Amount Reclassified from Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income attributable to Aptiv		1	(5)
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income before income taxes		4	(3)
Income tax expense		0	0
Net income		4	(3)
Net income attributable to noncontrolling interest		0	0
Net income attributable to Aptiv		4	(3)
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | Commodity derivatives
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of sales		3	2
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | Foreign currency derivatives
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of sales		(7)	1
Amount Reclassified from Accumulated Other Comprehensive Income | Pension and postretirement plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Actuarial losses	[1]	(4)	(3)
Income before income taxes		(4)	(3)
Income tax expense		1	1
Net income		(3)	(2)
Net income attributable to noncontrolling interest		0	0
Net income attributable to Aptiv		$ (3)	$ (2)

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

XML

Other Income, Net Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Feb. 14, 2013
Debt Instrument [Line Items]
Change in fair value of equity investments	$ 0	$ 19,000,000
Loss on extinguishment of debt	0	(6,000,000)
Senior Notes | Senior Notes, 5.000% Due 2023
Debt Instrument [Line Items]
Debt Instrument, Face Amount			$ 800,000,000
Not Designated as Hedging Instrument
Debt Instrument [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (2,000,000)	$ 0

XML

Acquisitions And Divestitures Technology Investments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Mar. 31, 2017
Business Acquisition [Line Items]
Payments to Acquire Interest in Joint Venture	$ 0		$ 3
Equity investments	101	$ 101
Change in fair value of equity investments	0		19
Quanergy | Advanced Safety and User Experience
Business Acquisition [Line Items]
Equity investments	6
Innoviz Technologies | Advanced Safety and User Experience
Business Acquisition [Line Items]
Equity investments	15
Leddartech | Advanced Safety and User Experience
Business Acquisition [Line Items]
Equity investments	10
Otonomo | Advanced Safety and User Experience
Business Acquisition [Line Items]
Payments to Acquire Interest in Joint Venture			$ 3	$ 15
Equity investments	37
Affectiva [Member] | Advanced Safety and User Experience
Business Acquisition [Line Items]
Equity investments	15
Valens Semiconductor | Signal and Power Solutions
Business Acquisition [Line Items]
Equity investments	10
Other [Member] | Advanced Safety and User Experience
Business Acquisition [Line Items]
Equity investments	2
Krono-Safe [Member] | Advanced Safety and User Experience
Business Acquisition [Line Items]
Payments to Acquire Interest in Joint Venture		$ 6
Equity investments	$ 6

XML

Derivatives And Hedging Activities Fair Value of Derivative Instruments in the Balance Sheet (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020		Dec. 31, 2019
Derivatives, Fair Value [Line Items]
Document Period End Date		Mar. 31, 2020
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives		$ 7		$ 46
Gross amount of recognized liability derivatives		117		11
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives		0		0
Gross amount of recognized liability derivatives		2		1
Not Designated as Hedging Instrument | Foreign currency derivatives | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives		0	[1]	0
Gross amount of recognized liability derivatives		2	[1]	1
Net amount of derivative liability presented in the Balance Sheet		(2)	[1]	(1)
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Other Current Assets
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives		0		1
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Gross amount of recognized liability derivatives		25		3
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Other Long-Term Assets
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives		0		2
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Other Long-Term Liabilities
Derivatives, Fair Value [Line Items]
Gross amount of recognized liability derivatives		9		0
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Other Current Assets
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives	[1]			35
Gross amount of recognized liability derivatives	[1]			6
Net amount of derivative asset presented in the Balance Sheet	[1]			29
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives	[1]	7
Gross amount of recognized liability derivatives	[1]	52
Net amount of derivative liability presented in the Balance Sheet	[1]	(45)
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Other Long-Term Assets
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives	[1]			8
Gross amount of recognized liability derivatives	[1]			2
Net amount of derivative asset presented in the Balance Sheet	[1]			$ 6
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Other Long-Term Liabilities
Derivatives, Fair Value [Line Items]
Gross amount of recognized asset derivatives	[1]	0
Gross amount of recognized liability derivatives	[1]	31
Net amount of derivative liability presented in the Balance Sheet	[1]	$ (31)

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

XML

Leases Maturities of Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 79
Lessee, Operating Lease, Liability, Payments, Due Year Two	95
Lessee, Operating Lease, Liability, Payments, Due Year Three	79
Lessee, Operating Lease, Liability, Payments, Due Year Four	59
Lessee, Operating Lease, Liability, Payments, Due Year Five	40
Lessee, Operating Lease, Liability, Payments, Due after Year Five	93
Lessee, Operating Lease, Liability, Payments, Due	445
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	44
Operating Lease, Liability	401	$ 423
Finance Lease, Liability, Payments, Remainder of Fiscal Year	4
Finance Lease, Liability, Payments, Due Year Two	5
Finance Lease, Liability, Payments, Due Year Three	4
Finance Lease, Liability, Payments, Due Year Four	3
Finance Lease, Liability, Payments, Due Year Five	2
Finance Lease, Liability, Payments, Due after Year Five	6
Finance Lease, Liability, Payment, Due	24
Finance Lease, Liability, Undiscounted Excess Amount	3
Finance Lease, Liability	$ 21	$ 22

XML

Derivatives And Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions

As of March 31, 2020, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:

Commodity	Quantity Hedged	Unit of Measure	Notional Amount (Approximate USD Equivalent)
	(in thousands)		(in millions)
Copper	68,189	pounds	$	160

Foreign Currency	Quantity Hedged	Unit of Measure	Notional Amount (Approximate USD Equivalent)
	(in millions)
Mexican Peso	14,600	MXN	$	625
Chinese Yuan Renminbi	2,341	RMB	330
Euro	273	EUR	305
Polish Zloty	512	PLN	125

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2020 and December 31, 2019 are as follows:

	Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
	Balance Sheet Location	March 31, 2020		Balance Sheet Location	March 31, 2020		March 31, 2020
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	Other current assets	$	—	Accrued liabilities	$	25
Foreign currency derivatives*	Accrued liabilities	7		Accrued liabilities	52		$	(45)
Commodity derivatives	Other long-term assets	—		Other long-term liabilities	9
Foreign currency derivatives*	Other long-term liabilities	—		Other long-term liabilities	31		(31)
Total derivatives designated as hedges		$	7		$	117
Derivatives not designated:
Foreign currency derivatives*	Accrued liabilities	$	—	Accrued liabilities	$	2	(2)
Total derivatives not designated as hedges		$	—		$	2

	Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
	Balance Sheet Location	December 31, 2019		Balance Sheet Location	December 31, 2019		December 31, 2019
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	Other current assets	$	1	Accrued liabilities	$	3
Foreign currency derivatives*	Other current assets	35		Other current assets	6		$	29
Commodity derivatives	Other long-term assets	2		Other long-term liabilities	—
Foreign currency derivatives*	Other long-term assets	8		Other long-term assets	2		6
Total derivatives designated as hedges		$	46		$	11
Derivatives not designated:
Foreign currency derivatives*	Accrued liabilities	$	—	Accrued liabilities	$	1	(1)
Total derivatives not designated as hedges		$	—		$	1

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

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The pre-tax effect of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three months ended March 31, 2020 and 2019 is as follows:

Three Months Ended March 31, 2020	(Loss) Gain Recognized in OCI		(Loss) Gain Reclassified from OCI into Income
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	(39)	$	(3)
Foreign currency derivatives	(111)		7
Derivatives designated as net investment hedges:
Foreign currency derivatives	1		—
Total	$	(149)	$	4

	Loss Recognized in Income
	(in millions)
Derivatives not designated:
Foreign currency derivatives	$	(2)
Total	$	(2)

Three Months Ended March 31, 2019	Gain (Loss) Recognized in OCI		Loss Reclassified from OCI into Income
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	20	$	(2)
Foreign currency derivatives	(2)		(1)
Derivatives designated as net investment hedges:
Foreign currency derivatives	(2)		—
Total	$	16	$	(3)

	Gain Recognized in Income
	(in millions)
Derivatives not designated:
Foreign currency derivatives	$	—
Total	$	—

XML

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Share-based Compensation Restricted Stock Units Performance Awards Weighting

Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:

Metric	2020 Grant	2016 - 2019 Grants
Average return on net assets (1)	33%	50%
Cumulative net income	33%	25%
Relative total shareholder return (2)	33%	25%

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

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

Schedule of Executive RSU Grants

The details of the executive grants were as follows:

Grant Date	RSUs Granted	Grant Date Fair Value		Time-Based Award Vesting Dates	Performance-Based Award Vesting Date
	(in millions)
February 2016	0.71	$	48	Annually on anniversary of grant date, 2017 - 2019	December 31, 2018
February 2017	0.80	63		Annually on anniversary of grant date, 2018 - 2020	December 31, 2019
February 2018	0.63	61		Annually on anniversary of grant date, 2019 - 2021	December 31, 2020
February 2019	0.71	62		Annually on anniversary of grant date, 2020 - 2022	December 31, 2021
February 2020	0.75	62		Annually on anniversary of grant date, 2021 - 2023	December 31, 2022

Schedule of Share-based Compensation Restricted Stock Units Award Activity

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

	RSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Nonvested, January 1, 2020	1,822	$	89.32
Granted	792	82.37
Vested	(468)	80.42
Forfeited	(39)	87.89
Nonvested, March 31, 2020	2,107	88.71

XML

Commitments And Contingencies Brazil Matters (Details) - Brazil $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Loss Contingencies [Line Items]
Brazil Loss Contingency, Claims asserted against Delphi	$ 105
Loss Contingency Accrual, at Carrying Value	25
Minimum [Member]
Loss Contingencies [Line Items]
Range of Possible Loss, Portion Not Accrued	0
Maximum [Member]
Loss Contingencies [Line Items]
Range of Possible Loss, Portion Not Accrued	$ 80

XML

Revenue Costs to Obtain a Contract (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Capitalized upfront fees	$ 104		$ 99
Capitalized upfront fees	20		20
Capitalized upfront fees	84		$ 79
Capitalized upfront fees, amortization	$ 4	$ 3

XML

Changes in Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in Accumulated Other Comprehensive Income

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three months ended March 31, 2020 and 2019 are shown below.

	Three Months Ended March 31,
	2020		2019
	(in millions)
Foreign currency translation adjustments:
Balance at beginning of period	$	(597)	$	(555)
Aggregate adjustment for the period (1)	(126)		—
Balance at end of period	(723)		(555)
Gains (losses) on derivatives:
Balance at beginning of period	13		(35)
Other comprehensive income (loss) before reclassifications (net tax effect of $0 and $0)	(149)		16
Reclassification to income (net tax effect of $0 and $0)	(4)		3
Adoption of ASU 2018-02	—		(8)
Balance at end of period	(140)		(24)
Pension and postretirement plans:
Balance at beginning of period	(135)		(104)
Other comprehensive income (loss) before reclassifications (net tax effect of $1 and $0)	4		—
Reclassification to income (net tax effect of $1 and $1)	3		2
Adoption of ASU 2018-02	—		(1)
Balance at end of period	(128)		(103)
Accumulated other comprehensive loss, end of period	$	(991)	$	(682)

(1)Includes gains of $6 million and $23 million for the three months ended March 31, 2020 and 2019, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.

Reclassifications from accumulated other comprehensive income (loss) to income for the three months ended March 31, 2020 and 2019 were as follows:

Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income Components	Three Months Ended March 31,				Affected Line Item in the Statements of Operations
	2020		2019
	(in millions)
Gains (losses) on derivatives:
Commodity derivatives	$	(3)	$	(2)	Cost of sales
Foreign currency derivatives	7		(1)		Cost of sales
	4		(3)		Income before income taxes
	—		—		Income tax expense
	4		(3)		Net income
	—		—		Net income attributable to noncontrolling interest
	$	4	$	(3)	Net income attributable to Aptiv
Pension and postretirement plans:
Actuarial losses	$	(4)	$	(3)	Other income (expense), net (1)
	(4)		(3)		Income before income taxes
	1		1		Income tax expense
	(3)		(2)		Net income
	—		—		Net income attributable to noncontrolling interest
	$	(3)	$	(2)	Net income attributable to Aptiv
Total reclassifications for the period	$	1	$	(5)

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

XML

Segment Reporting Reconciliation of Sales and Operating Data (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Net sales	$ 3,226	$ 3,575
Depreciation and amortization	180	173
Adjusted operating income	231	345
Operating income	1,619	297
Equity income, net of tax	2	3
Net income attributable to noncontrolling interest	(5)	5
Gain on autonomous driving joint venture	1,434	0
Autonomous Driving Joint Venture [Member]
Segment Reporting Information [Line Items]
Gain on autonomous driving joint venture	1,434
Advanced Safety and User Experience | Autonomous Driving Joint Venture [Member]
Segment Reporting Information [Line Items]
Gain on autonomous driving joint venture	1,400
Operating Segments | Signal and Power Solutions
Segment Reporting Information [Line Items]
Net sales	2,330	2,562
Depreciation and amortization	139	131
Adjusted operating income	225	283
Operating income	199	257
Equity income, net of tax	3	3
Net income attributable to noncontrolling interest	(5)	5
Gain on autonomous driving joint venture	0
Operating Segments | Advanced Safety and User Experience
Segment Reporting Information [Line Items]
Net sales	902	1,023
Depreciation and amortization	41	42
Adjusted operating income	6	62
Operating income	1,420	40
Equity income, net of tax	(1)	0
Net income attributable to noncontrolling interest	0	0
Gain on autonomous driving joint venture	1,434
Intersegment Eliminations
Segment Reporting Information [Line Items]
Net sales	(6)	(10)
Depreciation and amortization	0	0
Adjusted operating income	0	0
Operating income	0	0
Equity income, net of tax	0	0
Net income attributable to noncontrolling interest	0	$ 0
Gain on autonomous driving joint venture	$ 0

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares. $0.01 par value per share
Trading Symbol	APTV
Security Exchange Name	NYSE
Document Fiscal Year Focus	2020
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-35346
Entity Registrant Name	APTIV PLC
Entity Central Index Key	0001521332
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Incorporation, State or Country Code	Y9
Entity Tax Identification Number	98-1029562
Entity Address, Address Line One	5 Hanover Quay
Entity Address, Address Line Two	Grand Canal Dock
Entity Address, City or Town	Dublin
Entity Address, Postal Zip Code	D02 VY79
Entity Address, Country	IE
City Area Code	353
Country Region	1
Local Phone Number	259-7013
Entity Information, Former Legal or Registered Name	N/A
Title of 12(b) Security	Ordinary Shares. $0.01 par value per share
Trading Symbol	APTV
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		254,875,855
Euro-Denominated Senior Notes, 1.500% Due 2025
Document Information [Line Items]
Title of 12(b) Security	1.500% Senior Notes due 2025
Trading Symbol	APTV
Security Exchange Name	NYSE
Title of 12(b) Security	1.500% Senior Notes due 2025
Trading Symbol	APTV
Security Exchange Name	NYSE
Senior Notes, 4.25% Due 2026
Document Information [Line Items]
Title of 12(b) Security	4.250% Senior Notes due 2026
Trading Symbol	APTV
Security Exchange Name	NYSE
Title of 12(b) Security	4.250% Senior Notes due 2026
Trading Symbol	APTV
Security Exchange Name	NYSE
Euro-denominated Senior Notes, 1.600% Due 2028
Document Information [Line Items]
Title of 12(b) Security	1.600% Senior Notes due 2028
Trading Symbol	APTV
Security Exchange Name	NYSE
Title of 12(b) Security	1.600% Senior Notes due 2028
Trading Symbol	APTV
Security Exchange Name	NYSE
Senior Notes, 4.35% Due 2029
Document Information [Line Items]
Title of 12(b) Security	4.350% Senior Notes due 2029
Trading Symbol	APTV
Security Exchange Name	NYSE
Title of 12(b) Security	4.350% Senior Notes due 2029
Trading Symbol	APTV
Security Exchange Name	NYSE
Senior Notes, 4.400% Due 2046
Document Information [Line Items]
Title of 12(b) Security	4.400% Senior Notes due 2046
Trading Symbol	APTV
Security Exchange Name	NYSE
Title of 12(b) Security	4.400% Senior Notes due 2046
Trading Symbol	APTV
Security Exchange Name	NYSE
Senior Notes, 5.40% Due 2049
Document Information [Line Items]
Title of 12(b) Security	5.400% Senior Notes due 2049
Trading Symbol	APTV
Security Exchange Name	NYSE
Title of 12(b) Security	5.400% Senior Notes due 2049
Trading Symbol	APTV
Security Exchange Name	NYSE

XML

Debt Senior Unsecured Notes (Details) € in Millions							3 Months Ended
	Mar. 14, 2019 USD ($)	Sep. 20, 2016 USD ($)	Sep. 15, 2016 USD ($)	Nov. 19, 2015 USD ($)	Mar. 10, 2015 USD ($)	Mar. 03, 2014 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Sep. 15, 2016 EUR (€)	Mar. 10, 2015 EUR (€)	Feb. 14, 2013 USD ($)	May 17, 2011 USD ($)
Debt Instrument [Line Items]
Document Period End Date							Mar. 31, 2020
Loss on extinguishment of debt							$ 0	$ (6,000,000)
Senior Notes, 5.875% Due 2019 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued												$ 500,000,000
Debt Instrument, Interest Rate, Stated Percentage												5.875%
Senior Notes, 6.125% Due 2021 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued												$ 500,000,000
Debt Instrument, Interest Rate, Stated Percentage												6.125%
Senior Notes, 5.000% Due 2023 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued											$ 800,000,000
Debt Instrument, Interest Rate, Stated Percentage											5.00%
Senior Notes, 4.150% Due 2024 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued						$ 700,000,000
Debt Instrument, Interest Rate, Stated Percentage						4.15%
Payments of Debt Issuance Costs						$ 6,000,000
Debt Instrument, Price						99.649%
Debt Instrument, Interest Rate, Effective Percentage						4.193%
Euro-Denominated Senior Notes, 1.500% Due 2025 | Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage										1.50%
Payments of Debt Issuance Costs					$ 5,000,000
Debt Instrument, Price										99.54%
Debt Instrument, Interest Rate, Effective Percentage										1.55%
Euro-Denominated Senior Notes, 1.500% Due 2025 | Senior Notes | Designated as Hedging Instrument | Net Investment Hedging
Debt Instrument [Line Items]
Senior notes issued | €										€ 700
2015 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Senior notes issued				$ 1,300,000,000
Payments of Debt Issuance Costs				8,000,000
Senior Notes, 3.15% Due 2020 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued				$ 650,000,000
Loss on extinguishment of debt								$ (6,000,000)
Debt Instrument, Interest Rate, Stated Percentage				3.15%
Debt Instrument, Price				99.784%
Debt Instrument, Interest Rate, Effective Percentage				3.197%
Senior Notes, 4.25% Due 2026 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued				$ 650,000,000
Debt Instrument, Interest Rate, Stated Percentage				4.25%
Debt Instrument, Price				99.942%
Debt Instrument, Interest Rate, Effective Percentage				4.256%
Euro-denominated Senior Notes, 1.600% Due 2028 | Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									1.60%
Payments of Debt Issuance Costs			$ 4,000,000
Debt Instrument, Price									99.881%
Debt Instrument, Interest Rate, Effective Percentage									1.611%
Euro-denominated Senior Notes, 1.600% Due 2028 | Senior Notes | Designated as Hedging Instrument | Net Investment Hedging
Debt Instrument [Line Items]
Senior notes issued | €									€ 500
Senior Notes, 4.400% Due 2046 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued		$ 300,000,000
Debt Instrument, Interest Rate, Stated Percentage		4.40%
Payments of Debt Issuance Costs		$ 3,000,000
Debt Instrument, Price		99.454%
Debt Instrument, Interest Rate, Effective Percentage		4.433%
2019 Senior Notes [Member] | Senior Notes
Debt Instrument [Line Items]
Senior notes issued	$ 650,000,000
Payments of Debt Issuance Costs	7,000,000
Senior Notes, 4.35% Due 2029 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued	$ 300,000,000
Debt Instrument, Interest Rate, Stated Percentage	4.35%
Debt Instrument, Price	99.879%
Debt Instrument, Interest Rate, Effective Percentage	4.365%
Senior Notes, 5.40% Due 2049 | Senior Notes
Debt Instrument [Line Items]
Senior notes issued	$ 350,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.40%
Debt Instrument, Price	99.558%
Debt Instrument, Interest Rate, Effective Percentage	5.43%

XML

Restructuring Restructuring Costs by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Restructuring Cost and Reserve [Line Items]
Document Period End Date	Mar. 31, 2020
Restructuring	$ 28	$ 26
Signal and Power Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring	19	19
Advanced Safety and User Experience
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 9	$ 7

XML

Acquisitions And Divestitures Autonomous Driving Joint Venture (Details) $ / shares in Units, $ in Millions		3 Months Ended		12 Months Ended
	Mar. 26, 2020 USD ($)	Mar. 31, 2020 USD ($) $ / shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents				$ 1
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net				1
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment				64
Disposal Group, Including Discontinued Operation, Operating Lease, Right-of-Use Asset				12
Disposal Group, Including Discontinued Operation, Intangible Assets				126
Disposal Group, Including Discontinued Operation, Goodwill				318
Disposal Group, Including Discontinued Operation, Other Assets				10
Disposal Group, Including Discontinued Operation, Assets				532
Disposal Group, Including Discontinued Operation, Accounts Payable				9
Disposal Group, Including Discontinued Operation, Operating Lease, Liability, Noncurrent				10
Disposal Group, Including Discontinued Operation, Other Liabilities				5
Disposal Group, Including Discontinued Operation, Liabilities				43
Costs and Expenses		$ 1,607	$ 3,278
Equity Method Investments		2,090		106
Gain on autonomous driving joint venture		1,434	0
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current				19
Autonomous Driving Joint Venture [Member]
Business Acquisition [Line Items]
Number of Employees Contributed to Joint Venture	700
Equity Method Investment, Ownership Percentage	50.00%
Costs and Expenses				$ 180
Equity Method Investments	$ 2,000
Gain on autonomous driving joint venture		$ 1,434
Disposal Group Not Discontinued Operation Gain Loss on Disposal Net of Tax per Share | $ / shares		$ (5.63)
Business Exit Costs	$ 22
Autonomous Driving Joint Venture [Member] | Hyundai [Member]
Business Acquisition [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 1,600
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Autonomous Driving Joint Venture [Member]
Business Acquisition [Line Items]
Income (Loss) from Individually Significant Component Disposed of or Held-for-sale, Excluding Discontinued Operations, before Income Tax		$ (41)	$ (41)

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred shares, par value per share	$ 0.01	$ 0.01
Preferred shares, authorized	50,000,000	50,000,000
Preferred shares, outstanding	0	0
Ordinary shares, par value per share	$ 0.01	$ 0.01
Ordinary shares, authorized	1,200,000,000	1,200,000,000
Ordinary shares, outstanding	254,853,978	255,288,240
Accounts Receivable, Allowance for Credit Loss, Current	$ 38	$ 37

XML

Segment Reporting

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Reporting

SEGMENT REPORTING

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

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

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

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

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

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

Included below are sales and operating data for Aptiv’s segments for the three months ended March 31, 2020 and 2019, as well as balance sheet data as of March 31, 2020 and December 31, 2019.

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Net sales	$	2,330	$	902	$	(6)	$	3,226
Depreciation and amortization	$	139	$	41	$	—	$	180
Adjusted operating income	$	225	$	6	$	—	$	231
Operating income (2)	$	199	$	1,420	$	—	$	1,619
Equity income (loss), net of tax	$	3	$	(1)	$	—	$	2
Net loss attributable to noncontrolling interest	$	(5)	$	—	$	—	$	(5)

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Net sales	$	2,562	$	1,023	$	(10)	$	3,575
Depreciation and amortization	$	131	$	42	$	—	$	173
Adjusted operating income	$	283	$	62	$	—	$	345
Operating income	$	257	$	40	$	—	$	297
Equity income, net of tax	$	3	$	—	$	—	$	3
Net income attributable to noncontrolling interest	$	5	$	—	$	—	$	5

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

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

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other (1)		Total
	(in millions)
Balance as of March 31, 2020:
Investment in affiliates (2)	$	91	$	1,999	$	—	$	2,090
Goodwill	$	2,363	$	26	$	—	$	2,389
Total segment assets (2)	$	12,444	$	6,980	$	(3,257)	$	16,167
Balance as of December 31, 2019:
Investment in affiliates	$	106	$	—	$	—	$	106
Goodwill	$	2,381	$	26	$	—	$	2,407
Total segment assets	$	12,726	$	4,988	$	(4,255)	$	13,459

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

(2)Includes $2.0 billion within Advanced Safety and User Experience for the preliminary fair value of the investment in the autonomous driving joint venture. Refer to Note 17. Acquisitions and Divestitures for additional information.

The reconciliation of Adjusted Operating Income to operating income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and other transactions and deferred compensation related to acquisitions. The reconciliations of Adjusted Operating Income to net income attributable to Aptiv for the three months ended March 31, 2020 and 2019 are as follows:

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2020:
Adjusted operating income	$	225	$	6	$	—	$	231
Restructuring	(19)		(9)		—		(28)
Other acquisition and portfolio project costs	(7)		(7)		—		(14)
Deferred compensation related to nuTonomy acquisition	—		(4)		—		(4)
Gain on business divestitures and other transactions	—		1,434		—		1,434
Operating income	$	199	$	1,420	$	—	1,619
Interest expense							(43)
Other expense, net							(1)
Income before income taxes and equity income							1,575
Income tax expense							(10)
Equity income, net of tax							2
Net income							1,567
Net loss attributable to noncontrolling interest							(5)
Net income attributable to Aptiv							$	1,572

	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
For the Three Months Ended March 31, 2019:
Adjusted operating income	$	283	$	62	$	—	$	345
Restructuring	(19)		(7)		—		(26)
Other acquisition and portfolio project costs	(7)		(4)		—		(11)
Deferred compensation related to nuTonomy acquisition	—		(11)		—		(11)
Operating income	$	257	$	40	$	—	297
Interest expense							(38)
Other income, net							16
Income before income taxes and equity income							275
Income tax expense							(33)
Equity income, net of tax							3
Net income							245
Net income attributable to noncontrolling interest							5
Net income attributable to Aptiv							$	240

XML

Shareholders' Equity And Net Income Per Share

3 Months Ended

Mar. 31, 2020

Shareholders' Equity and Net Income Per Share Note [Abstract]

Shareholders' Equity And Net Income Per Share

SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE

Net Income Per Share

Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.

Weighted Average Shares

The following table illustrates net income per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted income per share:

	Three Months Ended March 31,
	2020		2019
	(in millions, except per share data)
Numerator:
Net income attributable to Aptiv	$	1,572	$	240
Denominator:
Weighted average ordinary shares outstanding, basic	255.51		259.08
Dilutive shares related to restricted stock units (“RSUs”)	0.32		0.47
Weighted average ordinary shares outstanding, including dilutive shares	255.83		259.55
Net income per share attributable to Aptiv:
Basic	$	6.15	$	0.93
Diluted	$	6.14	$	0.92
Anti-dilutive securities share impact	—		—

Share Repurchase Programs

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

A summary of the ordinary shares repurchased during the three months ended March 31, 2020 and 2019 is as follows:

	Three Months Ended March 31,
	2020		2019
Total number of shares repurchased	1,059,075		2,840,079
Average price paid per share	$	53.73	$	79.57
Total (in millions)	$	57	$	226

As of March 31, 2020, approximately $13 million of share repurchases remained available under the April 2016 share repurchase program. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

New Share Repurchase Program

In January 2019, the Board of Directors authorized a new share repurchase program of up to $2.0 billion of ordinary shares. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. This program will commence following the completion of the Company’s April 2016 share repurchase program described above. Although both the April 2016 and this new share repurchase program remain authorized, in order to preserve liquidity during the COVID-19 pandemic crisis, the Company does not anticipate executing further share repurchases until such time as the global economic uncertainties and business impacts resulting from the pandemic have abated.

Dividends

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

	Dividend		Amount
	Per Share		(in millions)
2020:
First quarter	$	0.22	$	56
Total	$	0.22	$	56
2019:
Fourth quarter	$	0.22	$	56
Third quarter	0.22		56
Second quarter	0.22		57
First quarter	0.22		57
Total	$	0.88	$	226

During the first quarter of 2020, following the payment of its first quarter dividend, the Company suspended its annual cash dividend of $0.88 per ordinary share, primarily to provide additional liquidity and financial flexibility to mitigate the impacts on its business resulting from the uncertainty caused by the global spread of the COVID-19 pandemic.

XML

Changes in Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three months ended March 31, 2020 and 2019 are shown below.

	Three Months Ended March 31,
	2020		2019
	(in millions)
Foreign currency translation adjustments:
Balance at beginning of period	$	(597)	$	(555)
Aggregate adjustment for the period (1)	(126)		—
Balance at end of period	(723)		(555)
Gains (losses) on derivatives:
Balance at beginning of period	13		(35)
Other comprehensive income (loss) before reclassifications (net tax effect of $0 and $0)	(149)		16
Reclassification to income (net tax effect of $0 and $0)	(4)		3
Adoption of ASU 2018-02	—		(8)
Balance at end of period	(140)		(24)
Pension and postretirement plans:
Balance at beginning of period	(135)		(104)
Other comprehensive income (loss) before reclassifications (net tax effect of $1 and $0)	4		—
Reclassification to income (net tax effect of $1 and $1)	3		2
Adoption of ASU 2018-02	—		(1)
Balance at end of period	(128)		(103)
Accumulated other comprehensive loss, end of period	$	(991)	$	(682)

(1)Includes gains of $6 million and $23 million for the three months ended March 31, 2020 and 2019, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.

Reclassifications out of Accumulated Other Comprehensive Income

Reclassifications from accumulated other comprehensive income (loss) to income for the three months ended March 31, 2020 and 2019 were as follows:

Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income Components	Three Months Ended March 31,				Affected Line Item in the Statements of Operations
	2020		2019
	(in millions)
Gains (losses) on derivatives:
Commodity derivatives	$	(3)	$	(2)	Cost of sales
Foreign currency derivatives	7		(1)		Cost of sales
	4		(3)		Income before income taxes
	—		—		Income tax expense
	4		(3)		Net income
	—		—		Net income attributable to noncontrolling interest
	$	4	$	(3)	Net income attributable to Aptiv
Pension and postretirement plans:
Actuarial losses	$	(4)	$	(3)	Other income (expense), net (1)
	(4)		(3)		Income before income taxes
	1		1		Income tax expense
	(3)		(2)		Net income
	—		—		Net income attributable to noncontrolling interest
	$	(3)	$	(2)	Net income attributable to Aptiv
Total reclassifications for the period	$	1	$	(5)

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

XML

Acquisitions And Divestitures (Tables)

3 Months Ended

Mar. 31, 2020

Business Acquisition [Line Items]

Acquisitions and Divestitures

ACQUISITIONS AND DIVESTITURES

Acquisition of gabo Systemtechnik GmbH

On November 19, 2019, Aptiv acquired 100% of the equity interests of gabo Systemtechnik GmbH (“gabocom”), a leading provider of highly-engineered cable management and protection solutions for the telecommunications industry, for total consideration of $311 million, net of cash acquired. The results of operations of gabocom are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired gabocom utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2019. The preliminary purchase price and related allocation to the acquired net assets of gabocom based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	311
Property, plant and equipment	$	25
Intangible assets	75
Other liabilities, net	(11)
Identifiable net assets acquired	89
Goodwill resulting from purchase	222
Total purchase price allocation	$	311

Intangible assets include $66 million recognized for the fair value of customer-based assets with estimated useful lives of approximately 9 years and $9 million recognized for the fair value of the acquired trade name, which has an estimated useful life of approximately 15 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of gabocom, and is not deductible for tax purposes.

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

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

Acquisition of Falmat Inc.

On May 14, 2019, Aptiv acquired 100% of the equity interests of Falmat Inc. (“Falmat”), a leading manufacturer of high performance custom cable and cable assemblies for industrial applications, for total consideration of $25 million, net of cash acquired. The results of operations of Falmat are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired Falmat utilizing cash on hand.

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the second quarter of 2019. The preliminary purchase price and related allocation to the acquired net assets of Falmat based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	25
Intangible assets	$	12
Other assets, net	6
Identifiable net assets acquired	18
Goodwill resulting from purchase	7
Total purchase price allocation	$	25

Intangible assets primarily include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful lives of approximately 9 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of Falmat, and is not deductible for tax purposes.

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

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

Acquisition of Dynawave Inc.

In March 2020, Aptiv agreed to acquire Dynawave Inc. (“Dynawave”), a specialized manufacturer of custom-engineered interconnect solutions for a wide range of industries, for total consideration of approximately $22 million. The acquisition is subject to the satisfaction of customary closing conditions and the receipt of regulatory and other approvals, and is expected to close by the third quarter of 2020. The Company expects to acquire Dynawave primarily utilizing cash on hand. Upon completion, Dynawave will become part of the Signal and Power Solutions segment.

Technology Investments

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

During the fourth quarter of 2019, the Company’s Advanced Safety and User Experience segment made a $6 million investment in Krono-Safe, SAS, a leading software developer of safety-critical real-time embedded systems.

During the first quarter of 2019, the Company’s Advanced Safety and User Experience segment made an additional $3 million investment in Otonomo Technologies Ltd. (“Otonomo”), a connected car data marketplace developer. This investment was in addition to the Company’s $15 million investment made in the first quarter of 2017.

As of March 31, 2020, the Company had the following technology investments, which are classified within other long-term assets in the consolidated balance sheets:

Investment Name	Segment	Investment Date	Investment (in millions)
Krono-Safe, SAS	Advanced Safety and User Experience	Q4 2019	$	6
Affectiva, Inc.	Advanced Safety and User Experience	Q4 2018	15
Innoviz Technologies	Advanced Safety and User Experience	Q3 2017	15
LeddarTech, Inc.	Advanced Safety and User Experience	Q3 2017	10
Valens Semiconductor Ltd.	Signal and Power Solutions	Q2 2017	10
Otonomo Technologies Ltd.	Advanced Safety and User Experience	Q1 2017; Q1 2019	37
Quanergy Systems, Inc	Advanced Safety and User Experience	Q2 2015; Q1 2016	6
Other investments	Advanced Safety and User Experience	Q4 2018; Q3 2019	2
			$	101

During the three months ended March 31, 2019, the Company’s investment in Otonomo was remeasured to a fair value of $37 million, based on a subsequent round of financing observed to be for identical or similar investments of the same issuer. As a result, the Company recorded a pre-tax unrealized gain of $19 million to other income, net during the three months ended March 31, 2019.

There were no other material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to these investments. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.

Autonomous Driving Joint Venture

On March 26, 2020, Aptiv completed the transaction with Hyundai Motor Group (“Hyundai”) to form a new joint venture focused on the design, development and commercialization of autonomous driving technologies. Under the terms of the agreement, Aptiv contributed to the joint venture autonomous driving technology, intellectual property and approximately 700 employees for a 50% ownership interest in the newly formed entity. Hyundai contributed to the joint venture approximately $1.6 billion in cash, along with vehicle engineering services, research and development resources and access to intellectual property for a 50% ownership interest in the newly formed entity. As a result, subsequent to the closing of the transaction, the newly formed joint venture is expected to fund all of its future operating expenses and investments in autonomous driving technologies for the foreseeable future. Consequently, Aptiv is no longer required to fund these investments and expenses, which approximated $180 million for the year ended December 31, 2019 prior to the joint venture formation. Upon closing of the transaction, Aptiv deconsolidated the carrying value of the associated assets and liabilities contributed to the joint venture, previously classified as held for sale, and recognized an asset of approximately $2.0 billion within Investments in affiliates in the consolidated balance sheet, based on the preliminary fair value of its investment in the newly formed joint venture. The Company recognized a pre-tax gain of approximately $1.4 billion in the consolidated statement of operations (approximately $5.63 per diluted share during the three months ended March 31, 2020), net of transaction costs of $22 million, based on the difference between the carrying value of its contribution to the joint venture and the preliminary fair value of its investment in the newly formed entity. The estimated fair value of Aptiv’s ownership interest in the newly formed joint venture was determined primarily based on third-party valuations and management estimates, generally utilizing income and market approaches. The estimated fair value is preliminary and could be revised as a result of additional information obtained or adjustments made due to the completion of independent appraisals and valuations. The effects of this transaction would not materially impact the Company’s reported results for any period presented, and the transaction did not meet the criteria to be reflected as a discontinued operation.

In connection with the closing of the transaction, Aptiv and the newly formed entity entered into various agreements to facilitate an orderly transition and to provide a framework for their relationship going forward, which included a transition services agreement. The transition services primarily involve Aptiv providing certain administrative services to the joint venture for a period of up to 24 months after the closing date. These agreements are not material to Aptiv. The Company will account for its investment in the newly formed entity prospectively using the equity method of accounting.

The Company determined that the assets and liabilities associated with Aptiv’s contribution to the joint venture, which were reported within the Advanced Safety and User Experience segment, met the held for sale criteria as of December 31, 2019. Accordingly, the held for sale assets and liabilities were reclassified in the consolidated balance sheet as of December 31, 2019 to current assets held for sale and current liabilities held for sale, respectively, as the contribution of such assets and liabilities to

the joint venture was expected to occur within one year. Upon designation as held for sale, the Company ceased recording depreciation of the held for sale assets.

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. The estimated fair value less costs to sell of Aptiv’s contribution to the joint venture exceeded its carrying value as of December 31, 2019, and therefore no adjustment to these long-lived assets was necessary.

As a result of the completion of the transaction on March 26, 2020, there were no assets or liabilities held for sale as of March 31, 2020. The following table summarizes the carrying value of the major classes of assets and liabilities held for sale as of December 31, 2019:

	December 31, 2019
	(in millions)
Cash and cash equivalents	$	1
Accounts receivable, net	1
Property, net	64
Operating lease right-of-use assets	12
Intangible assets, net	126
Goodwill	318
Other assets	10
Total assets held for sale	$	532
Accounts payable	$	9
Accrued liabilities	19
Long-term operating lease liabilities	10
Other liabilities	5
Total liabilities held for sale	$	43

The pre-tax loss of Aptiv’s autonomous driving operations contributed to the joint venture on March 26, 2020, included within Aptiv’s consolidated operating results, were $41 million and $41 million for the three months ended March 31, 2020 and 2019, respectively.

Schedule of Technology Investments

As of March 31, 2020, the Company had the following technology investments, which are classified within other long-term assets in the consolidated balance sheets:

Investment Name	Segment	Investment Date	Investment (in millions)
Krono-Safe, SAS	Advanced Safety and User Experience	Q4 2019	$	6
Affectiva, Inc.	Advanced Safety and User Experience	Q4 2018	15
Innoviz Technologies	Advanced Safety and User Experience	Q3 2017	15
LeddarTech, Inc.	Advanced Safety and User Experience	Q3 2017	10
Valens Semiconductor Ltd.	Signal and Power Solutions	Q2 2017	10
Otonomo Technologies Ltd.	Advanced Safety and User Experience	Q1 2017; Q1 2019	37
Quanergy Systems, Inc	Advanced Safety and User Experience	Q2 2015; Q1 2016	6
Other investments	Advanced Safety and User Experience	Q4 2018; Q3 2019	2
			$	101

gabocom

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary purchase price and related allocation to the acquired net assets of gabocom based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	311
Property, plant and equipment	$	25
Intangible assets	75
Other liabilities, net	(11)
Identifiable net assets acquired	89
Goodwill resulting from purchase	222
Total purchase price allocation	$	311

Falmat

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary purchase price and related allocation to the acquired net assets of Falmat based on their estimated fair values is shown below (in millions):

Assets acquired and liabilities assumed

Purchase price, cash consideration, net of cash acquired	$	25
Intangible assets	$	12
Other assets, net	6
Identifiable net assets acquired	18
Goodwill resulting from purchase	7
Total purchase price allocation	$	25

Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Autonomous Driving Joint Venture [Member]

Business Acquisition [Line Items]

Schedule of Reconciliation of Major Classes of Assets and Liabilities Held for Sale, Not Discontinued Operations [Table Text Block]

The following table summarizes the carrying value of the major classes of assets and liabilities held for sale as of December 31, 2019:

	December 31, 2019
	(in millions)
Cash and cash equivalents	$	1
Accounts receivable, net	1
Property, net	64
Operating lease right-of-use assets	12
Intangible assets, net	126
Goodwill	318
Other assets	10
Total assets held for sale	$	532
Accounts payable	$	9
Accrued liabilities	19
Long-term operating lease liabilities	10
Other liabilities	5
Total liabilities held for sale	$	43

XML

Segment Reporting Reconciliation of Adjusted OI to Net Income (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Reconciliation of Segment Adjusted OI to Consolidated Net Income
Adjusted operating income	$ 231	$ 345
Restructuring	(28)	(26)
Other acquisition and portfolio project costs	(14)	(11)
Deferred compensation related to nutonomy acquisition	(4)	(11)
Operating income	1,619	297
Interest expense	(43)	(38)
Other (expense) income, net	(1)	16
Income before income taxes and equity income	1,575	275
Income tax expense	(10)	(33)
Equity income, net of tax	2	3
Net income	1,567	245
Net income attributable to noncontrolling interest	(5)	5
Net income attributable to Aptiv	1,572	240
Gain on autonomous driving joint venture	1,434	0
Signal and Power Solutions
Reconciliation of Segment Adjusted OI to Consolidated Net Income
Restructuring	(19)	(19)
Advanced Safety and User Experience
Reconciliation of Segment Adjusted OI to Consolidated Net Income
Restructuring	(9)	(7)
Operating Segments | Signal and Power Solutions
Reconciliation of Segment Adjusted OI to Consolidated Net Income
Adjusted operating income	225	283
Restructuring	(19)	(19)
Other acquisition and portfolio project costs	(7)	(7)
Deferred compensation related to nutonomy acquisition	0	0
Operating income	199	257
Equity income, net of tax	3	3
Gain on autonomous driving joint venture	0
Operating Segments | Advanced Safety and User Experience
Reconciliation of Segment Adjusted OI to Consolidated Net Income
Adjusted operating income	6	62
Restructuring	(9)	(7)
Other acquisition and portfolio project costs	(7)	(4)
Deferred compensation related to nutonomy acquisition	(4)	(11)
Operating income	1,420	40
Equity income, net of tax	(1)	0
Gain on autonomous driving joint venture	1,434
Intersegment Eliminations
Reconciliation of Segment Adjusted OI to Consolidated Net Income
Adjusted operating income	0	0
Restructuring	0	0
Other acquisition and portfolio project costs	0	0
Deferred compensation related to nutonomy acquisition	0	0
Operating income	0	0
Equity income, net of tax	0	$ 0
Gain on autonomous driving joint venture	$ 0

XML

Debt Other Financing (Details) € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2020 EUR (€)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount	$ 2			$ 2
Finance leases and other	28			33
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	66	$ 55
Accounts Receivable Factoring
Debt Instrument [Line Items]
Accounts receivable factoring borrowings	236			266
European Factoring Program | Accounts Receivable Factoring
Debt Instrument [Line Items]
Maximum Funding From Factoring Program | €			€ 300
Accounts receivable factoring borrowings	$ 236			$ 266
European Factoring Program | EURIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	0.42%
Rate effective	0.42%		0.42%

XML

Restructuring Restructuring Liability (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 134
Restructuring Charges	28	$ 26
Payments made during the period	(43)	$ (31)
Foreign currency and other	(1)
Ending Balance	118
Employee Termination Benefits Liability
Restructuring Reserve [Roll Forward]
Beginning Balance	134
Restructuring Charges	28
Payments made during the period	(43)
Foreign currency and other	(1)
Ending Balance	118
Other Exit Costs Liability
Restructuring Reserve [Roll Forward]
Beginning Balance	0
Restructuring Charges	0
Payments made during the period	0
Foreign currency and other	0
Ending Balance	$ 0

XML

Share-Based Compensation Long Term Incentive Plan (Details) - USD ($) $ in Millions						1 Months Ended					3 Months Ended
	Apr. 23, 2020	Apr. 22, 2020	Apr. 25, 2019	Apr. 24, 2019	Apr. 26, 2018	Feb. 29, 2020	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2017	Feb. 29, 2016	Mar. 31, 2020	Mar. 31, 2019	Apr. 23, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Document Period End Date											Mar. 31, 2020
PLC Long Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum Shares Available for Grant under PLC LTIP													25,665,448
PLC Long Term Incentive Plan | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-Based Awards Payout % Range											0.00%
PLC Long Term Incentive Plan | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-Based Awards Payout % Range											200.00%
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted											792,000
Grant Date Fair Value						$ 62	$ 62	$ 61	$ 63	$ 48
Time-Based Awards % Granted For Officers											25.00%
Time-Based Awards % Granted For Executives											50.00%
Performance-Based Awards % Granted For Officers											75.00%
Performance-Based Awards % Granted For Executives											50.00%
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted			20,765		22,676
Grant Date Fair Value			$ 2		$ 2
RSU's Issued in Period, Gross				23,999
Fair Value of RSUs Vested in Period				$ 2
RSU's, Used to Pay Witholding Taxes				(3,228)
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | 2015 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted						750,000
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | 2016 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted										710,000
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | 2017 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted									800,000
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | 2018 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted								630,000
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | 2019 Grant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted							710,000
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | Time-Based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Issued in Period, Gross						468,240	529,812
Fair Value of RSUs Vested in Period						$ 37	$ 44
RSU's, Used to Pay Witholding Taxes						181,495	203,839
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | Performance-Based | 2016 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Issued in Period, Gross												493,674
Fair Value of RSUs Vested in Period												$ 41
RSU's, Used to Pay Witholding Taxes												199,547
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Executives | Performance-Based | 2017 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Issued in Period, Gross											580,390
Fair Value of RSUs Vested in Period											$ 45
RSU's, Used to Pay Witholding Taxes											243,080
Subsequent Event | PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's Granted	48,745
Grant Date Fair Value	$ 3
RSU's Issued in Period, Gross		23,816
Fair Value of RSUs Vested in Period		$ 1
RSU's, Used to Pay Witholding Taxes		(2,041)

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 2,055	$ 412
Restricted cash	32	16
Accounts receivable, net	2,308	2,569
Inventories (Note 3)	1,363	1,286
Other current assets (Note 4)	432	504
Assets held for sale (Note 17)	0	532
Total current assets	6,190	5,319
Long-term assets:
Property, net	3,249	3,309
Operating lease right-of-use assets (Note 22)	393	413
Investments in affiliates	2,090	106
Intangible assets, net (Note 2)	1,132	1,186
Goodwill (Note 2)	2,389	2,407
Other long-term assets (Note 4)	724	719
Total long-term assets	9,977	8,140
Total assets	16,167	13,459
Current liabilities:
Short-term debt (Note 8)	260	393
Accounts payable	2,243	2,463
Accrued liabilities (Note 5)	1,152	1,155
Liabilities held for sale (Note 17)	0	43
Total current liabilities	3,655	4,054
Long-term liabilities:
Long-term debt (Note 8)	5,964	3,971
Pension benefit obligations	466	483
Long-term operating lease liabilities (Note 22)	308	329
Other long-term liabilities (Note 5)	621	611
Total long-term liabilities	7,359	5,394
Total liabilities	11,014	9,448
Commitments and contingencies (Note 10)
Shareholders' equity:
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding	0	0
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 254,853,978 and 255,288,240 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	3	3
Additional paid-in capital	1,606	1,645
Retained earnings	4,353	2,890
Accumulated other comprehensive loss (Note 13)	(991)	(719)
Total Aptiv shareholders' equity	4,971	3,819
Noncontrolling interest	182	192
Total shareholders' equity	5,153	4,011
Total liabilities and shareholders' equity	$ 16,167	$ 13,459

XML

Commitments And Contingencies Environmental Matters (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Environmental Exit Cost [Line Items]
Accrual for Environmental Loss Contingencies	$ 4	$ 4
Accrued Environmental Loss Contingencies, Noncurrent	$ 4	3
Accrued Liabilities
Environmental Exit Cost [Line Items]
Accrued Environmental Loss Contingencies, Current		1
Other Long-Term Liabilities
Environmental Exit Cost [Line Items]
Accrued Environmental Loss Contingencies, Noncurrent		$ 3

XML

Leases Lease - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	6 years		6 years
Finance Lease, Weighted Average Remaining Lease Term	6 years		6 years
Lease Income	$ 3	$ 3
Lessee, Operating and Finance Leases, Renewal Term	8 years
Lessee, Operating and Finance Leases, Options to Terminate Leases	1 year
Autonomous Driving Joint Venture [Member]
Lessee, Lease, Description [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	9 years
Lease Income	$ 1
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee Operating and Finance Leases Remaining Lease Term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee Operating and Finance Leases Remaining Lease Term	30 years

XML

Restructuring

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring

RESTRUCTURING

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

As part of Aptiv’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and on reducing global overhead costs. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $28 million during the three months ended March 31, 2020, of which $11 million was recognized for programs implemented in the European region, pursuant to the Company’s ongoing overhead cost reduction strategy. None of the Company’s individual restructuring programs initiated during the three months ended March 31, 2020 were material and there have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. The Company expects to incur additional restructuring costs of approximately $40 million within the Signal and Power Solutions segment for programs approved as of March 31, 2020, which are primarily expected to be incurred within the next twelve months.

During the three months ended March 31, 2019, Aptiv recorded employee-related and other restructuring charges totaling approximately $26 million, of which $7 million was recognized for programs focused on the continued rotation of our manufacturing footprint to best cost locations in Europe and reducing overhead costs in the region.

Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Aptiv incurred cash expenditures related to its restructuring programs of approximately $43 million and $31 million in the three months ended March 31, 2020 and 2019, respectively.

The following table summarizes the restructuring charges recorded for the three months ended March 31, 2020 and 2019 by operating segment:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Signal and Power Solutions	$	19	$	19
Advanced Safety and User Experience	9		7
Total	$	28	$	26

The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2020:

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
	(in millions)
Accrual balance at January 1, 2020	$	134	$	—	$	134
Provision for estimated expenses incurred during the period	28		—		28
Payments made during the period	(43)		—		(43)
Foreign currency and other	(1)		—		(1)
Accrual balance at March 31, 2020	$	118	$	—	$	118

XML

Revenue Revenue

3 Months Ended

Mar. 31, 2020

Revenue [Abstract]

Revenue

REVENUE

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

Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by Aptiv from a customer are excluded from revenue. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.

Nature of Goods and Services

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

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

Disaggregation of Revenue

Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market in the following tables for the three months ended March 31, 2020 and 2019. Information concerning geographic market reflects the manufacturing location.

For the Three Months Ended March 31, 2020:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
Geographic Market
North America	$	1,005	$	292	$	—	$	1,297
Europe, Middle East and Africa	778		443		(3)		1,218
Asia Pacific	492		167		(3)		656
South America	55		—		—		55
Total net sales	$	2,330	$	902	$	(6)	$	3,226

For the Three Months Ended March 31, 2019:	Signal and Power Solutions		Advanced Safety and User Experience		Eliminations and Other		Total
	(in millions)
Geographic Market
North America	$	1,096	$	326	$	(1)	$	1,421
Europe, Middle East and Africa	789		443		(3)		1,229
Asia Pacific	622		254		(6)		870
South America	55		—		—		55
Total net sales	$	2,562	$	1,023	$	(10)	$	3,575

Contract Balances

Consistent with the recognition of production parts revenue at a point in time as title transfers to the customer, Aptiv has no contract assets or contract liabilities balances as of March 31, 2020 or December 31, 2019.

Outstanding Performance Obligations

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

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

Costs to Obtain a Contract

From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of March 31, 2020 and December 31, 2019, Aptiv has recorded $104 million (of which $20 million was classified within other current assets and $84 million was classified within other long-term assets) and $99 million (of which $20 million was classified within other current assets and $79 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.

Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three to five years. There have been no impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $4 million and $3 million for the three months ended March 31, 2020 and 2019, respectively.

XML

Derivatives And Hedging Activities

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

DERIVATIVES AND HEDGING ACTIVITIES

Cash Flow Hedges

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

As of March 31, 2020, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:

Commodity	Quantity Hedged	Unit of Measure	Notional Amount (Approximate USD Equivalent)
	(in thousands)		(in millions)
Copper	68,189	pounds	$	160

Foreign Currency	Quantity Hedged	Unit of Measure	Notional Amount (Approximate USD Equivalent)
	(in millions)
Mexican Peso	14,600	MXN	$	625
Chinese Yuan Renminbi	2,341	RMB	330
Euro	273	EUR	305
Polish Zloty	512	PLN	125

The Company had additional foreign currency forward contracts designated as cash flow hedges with notional amounts that individually amounted to less than $10 million. As of March 31, 2020, Aptiv has entered into derivative instruments to hedge cash flows extending out to March 2022.

Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net losses on cash flow hedges included in accumulated OCI as of March 31, 2020 were $120 million (approximately $120 million, net of tax). Of this total, approximately $78 million of losses are expected to be included in cost of sales within the next 12 months and approximately $42 million of losses are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Aptiv determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.

Net Investment Hedges

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

Since 2016, the Company has entered into a series of forward contracts, each of which have been designated as net investment hedges of the foreign currency exposure of the Company’s investments in certain Chinese Yuan Renminbi (“RMB”)-denominated subsidiaries. During the three months ended March 31, 2020 and 2019, the Company received $1 million and paid $2 million, respectively, at settlement related to these series of forward contracts which matured throughout each respective period. Refer to the tables below for details of the fair value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of operations and consolidated statements of comprehensive income related to these derivative instruments.

The Company has designated the €700 million 2015 Euro-denominated Senior Notes and the €500 million 2016 Euro-denominated Senior Notes, as more fully described in Note 8. Debt, as net investment hedges of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to changes in the value of the Euro-denominated debt instruments designated as net investment hedges, during the three months ended March 31, 2020 and 2019, $6 million and $23 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. Cumulative losses included in accumulated OCI related to these net investment hedges were $15 million as of March 31, 2020 and $21 million as of December 31, 2019.

Derivatives Not Designated as Hedges

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

Fair Value of Derivative Instruments in the Balance Sheet

The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2020 and December 31, 2019 are as follows:

	Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
	Balance Sheet Location	March 31, 2020		Balance Sheet Location	March 31, 2020		March 31, 2020
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	Other current assets	$	—	Accrued liabilities	$	25
Foreign currency derivatives*	Accrued liabilities	7		Accrued liabilities	52		$	(45)
Commodity derivatives	Other long-term assets	—		Other long-term liabilities	9
Foreign currency derivatives*	Other long-term liabilities	—		Other long-term liabilities	31		(31)
Total derivatives designated as hedges		$	7		$	117
Derivatives not designated:
Foreign currency derivatives*	Accrued liabilities	$	—	Accrued liabilities	$	2	(2)
Total derivatives not designated as hedges		$	—		$	2

	Asset Derivatives			Liability Derivatives			Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
	Balance Sheet Location	December 31, 2019		Balance Sheet Location	December 31, 2019		December 31, 2019
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	Other current assets	$	1	Accrued liabilities	$	3
Foreign currency derivatives*	Other current assets	35		Other current assets	6		$	29
Commodity derivatives	Other long-term assets	2		Other long-term liabilities	—
Foreign currency derivatives*	Other long-term assets	8		Other long-term assets	2		6
Total derivatives designated as hedges		$	46		$	11
Derivatives not designated:
Foreign currency derivatives*	Accrued liabilities	$	—	Accrued liabilities	$	1	(1)
Total derivatives not designated as hedges		$	—		$	1

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

The fair value of Aptiv’s derivative financial instruments was in a net liability position as of March 31, 2020 and a net asset position as of December 31, 2019.

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

The pre-tax effect of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three months ended March 31, 2020 and 2019 is as follows:

Three Months Ended March 31, 2020	(Loss) Gain Recognized in OCI		(Loss) Gain Reclassified from OCI into Income
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	(39)	$	(3)
Foreign currency derivatives	(111)		7
Derivatives designated as net investment hedges:
Foreign currency derivatives	1		—
Total	$	(149)	$	4

	Loss Recognized in Income
	(in millions)
Derivatives not designated:
Foreign currency derivatives	$	(2)
Total	$	(2)

Three Months Ended March 31, 2019	Gain (Loss) Recognized in OCI		Loss Reclassified from OCI into Income
	(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives	$	20	$	(2)
Foreign currency derivatives	(2)		(1)
Derivatives designated as net investment hedges:
Foreign currency derivatives	(2)		—
Total	$	16	$	(3)

	Gain Recognized in Income
	(in millions)
Derivatives not designated:
Foreign currency derivatives	$	—
Total	$	—

The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other income (expense), net in the consolidated statements of operations for the three months ended March 31, 2020 and 2019, respectively.

XML

Assets

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Assets

ASSETS

Other current assets consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Value added tax receivable	$	184	$	205
Prepaid insurance and other expenses	81		88
Reimbursable engineering costs	67		101
Notes receivable	10		10
Income and other taxes receivable	65		45
Deposits to vendors	5		4
Derivative financial instruments (Note 14)	—		30
Capitalized upfront fees (Note 20)	20		20
Other	—		1
Total	$	432	$	504

Other long-term assets consisted of the following:

	March 31, 2020		December 31, 2019
	(in millions)
Deferred income taxes, net	$	151	$	164
Unamortized Revolving Credit Facility debt issuance costs (Note 8)	3		3
Income and other taxes receivable	48		45
Reimbursable engineering costs	253		217
Value added tax receivable	45		59
Equity investments (Note 17)	101		101
Derivative financial instruments (Note 14)	—		8
Capitalized upfront fees (Note 20)	84		79
Other	39		43
Total	$	724	$	719

XML

Share-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

SHARE-BASED COMPENSATION

Long-Term Incentive Plan

The Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”), allows for the grant of awards of up to 25,665,448 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under the PLC LTIP in each year from 2012 to 2020 in order to align management compensation with Aptiv’s overall business strategy. The Company has competitive and market-appropriate ownership requirements. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs. Historical amounts disclosed within this note include amounts attributable to the Company’s discontinued operations, unless otherwise noted, and for activity prior to December 4, 2017 represent awards based on shares of Delphi Automotive PLC.

Board of Director Awards

On April 26, 2018, Aptiv granted 22,676 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on April 26, 2018. The RSUs vested on April 24, 2019, and 23,999 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $2 million. 3,228 ordinary shares were withheld to cover withholding taxes.

On April 25, 2019, Aptiv granted 20,765 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on April 25, 2019. The RSUs vested on April 22, 2020, and 23,816 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $1 million. 2,041 ordinary shares were withheld to cover withholding taxes.

On April 23, 2020, Aptiv granted 48,745 RSUs to the Board of Directors at a grant date fair value of approximately $3 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on April 23, 2020. The RSUs will vest on April 29, 2021, the day before the 2021 Annual General Meeting of Shareholders.

Executive Awards

Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 25% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:

Metric	2020 Grant	2016 - 2019 Grants
Average return on net assets (1)	33%	50%
Cumulative net income	33%	25%
Relative total shareholder return (2)	33%	25%

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

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

The details of the executive grants were as follows:

Grant Date	RSUs Granted	Grant Date Fair Value		Time-Based Award Vesting Dates	Performance-Based Award Vesting Date
	(in millions)
February 2016	0.71	$	48	Annually on anniversary of grant date, 2017 - 2019	December 31, 2018
February 2017	0.80	63		Annually on anniversary of grant date, 2018 - 2020	December 31, 2019
February 2018	0.63	61		Annually on anniversary of grant date, 2019 - 2021	December 31, 2020
February 2019	0.71	62		Annually on anniversary of grant date, 2020 - 2022	December 31, 2021
February 2020	0.75	62		Annually on anniversary of grant date, 2021 - 2023	December 31, 2022

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

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

In February 2019, under the time-based vesting terms of the outstanding awards, 529,812 ordinary shares were issued to Aptiv employees at a fair value of approximately $44 million, of which 203,839 ordinary shares were withheld to cover withholding taxes. The performance-based RSUs associated with the 2016 grant, and applicable continuity awards, vested at the completion of a three-year performance period on December 31, 2018, and in the first quarter of 2019, 493,674 ordinary shares were issued to employees at a fair value of approximately $41 million, of which 199,547 ordinary shares were withheld to cover withholding taxes.

In February 2020, under the time-based vesting terms of the outstanding awards, 468,240 ordinary shares were issued to Aptiv employees at a fair value of approximately $37 million, of which 181,495 ordinary shares were withheld to cover

withholding taxes. The performance-based RSUs associated with the 2017 grant vested at the completion of a three-year performance period on December 31, 2019, and in the first quarter of 2020, 580,390 ordinary shares were issued to employees at a fair value of approximately $45 million, of which 243,080 ordinary shares were withheld to cover withholding taxes.

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

	RSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Nonvested, January 1, 2020	1,822	$	89.32
Granted	792	82.37
Vested	(468)	80.42
Forfeited	(39)	87.89
Nonvested, March 31, 2020	2,107	88.71

During the three months ended March 31, 2020 and 2019, Aptiv recognized a benefit from share based compensation of $1 million ($1 million, net of tax) and share based compensation expense of $15 million ($15 million, net of tax), respectively, based on the Company’s best estimate of ultimate performance against the respective targets. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of March 31, 2020, unrecognized compensation expense on a pre-tax basis of approximately $97 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the three months ended March 31, 2020 and 2019, approximately $32 million and $34 million, respectively, of cash was paid and reflected as a financing activity in the statements of cash flows related to the tax withholding for vested RSUs.

XML

Pension Benefits

3 Months Ended

Mar. 31, 2020

Retirement Benefits [Abstract]

Pension Benefits

PENSION BENEFITS

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

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

The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2020 and 2019:

	Non-U.S. Plans				U.S. Plans
	Three Months Ended March 31,
	2020		2019		2020		2019
	(in millions)
Service cost	$	5	$	5	$	—	$	—
Interest cost	6		7		—		—
Expected return on plan assets	(5)		(5)		—		—
Amortization of actuarial losses	4		3		—		—
Net periodic benefit cost	$	10	$	10	$	—	$	—

Other postretirement benefit obligations were approximately $1 million and $2 million at March 31, 2020 and December 31, 2019, respectively.

XML

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Revenue by Major Customers by Reporting Segments

Customer concentrations—As reflected in the table below, net sales to General Motors Company (“GM”), Volkswagen Group (“VW”) and Fiat Chrysler Automobiles N.V. (“FCA”), Aptiv’s three largest customers, totaled approximately 27% and 27% of our total net sales for the three months ended March 31, 2020 and 2019, respectively.

	Percentage of Total Net Sales				Accounts and Other Receivables
	Three Months Ended March 31,				March 31, 2020		December 31, 2019
	2020		2019
					(in millions)
GM	10	%	10	%	$	190	$	205
VW	9	%	8	%	115		135
FCA	8	%	9	%	186		207

XML

Warranty Obligations (Tables)

3 Months Ended

Mar. 31, 2020

Product Warranties Disclosures [Abstract]

Schedule of Product Warranty Liability

The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2020:

	Warranty Obligations
	(in millions)
Accrual balance at beginning of period	$	37
Provision for estimated warranties incurred during the period	7
Changes in estimate for pre-existing warranties	1
Settlements made during the period (in cash or in kind)	(8)
Foreign currency translation and other	(1)
Accrual balance at end of period	$	36

XML

Liabilities Other Liabilities, Non Current (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Environmental	$ 4	$ 3
Extended disability benefits	6	6
Warranty obligations	8	8
Restructuring	41	48
Payroll-related obligations	10	10
Accrued income taxes	199	199
Deferred income taxes, net	213	229
Derivative financial instruments	40	0
Other	100	108
Total	$ 621	$ 611

XML

Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Productive material	$ 793	$ 706
Work-in-process	107	102
Finished goods	463	478
Total	$ 1,363	$ 1,286

XML

Acquisitions And Divestitures Acquisition of Dynawave (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Dynawave
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 22

XML

Leases Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Supplemental Balance Sheet Information Related to Leases [Abstract]
Disposal Group, Including Discontinued Operation, Operating Lease, Right-of-Use Asset		$ 12
Operating Lease, Right-of-Use Asset	$ 393	413
Operating lease liabilities	93	94
Operating Lease, Liability, Noncurrent	308	329
Operating Lease, Liability	401	423
Property, Plant and Equipment, Gross	30	30
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(10)	(9)
Finance Lease, Right-of-Use Asset	20	21
Finance Lease, Liability, Current	4	4
Finance Lease, Liability, Noncurrent	17	18
Finance Lease, Liability	$ 21	$ 22
Operating Lease, Weighted Average Remaining Lease Term	6 years	6 years
Operating Lease, Weighted Average Discount Rate, Percent	3.50%	3.50%
Finance Lease, Weighted Average Discount Rate, Percent	4.00%	4.00%
Disposal Group, Including Discontinued Operation, Operating Lease, Liability		$ 13

XML

Derivatives And Hedging Activities Derivatives Not Designated as Hedges (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Derivative [Line Items]
Settlement of derivatives	$ 1	$ (2)
Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (2)	$ 0

XML

Derivatives And Hedging Activities Effect of Derivative Instruments in Consolidated Statement of Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	$ (149)	$ 16
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion	4	(3)
Designated as Hedging Instrument | Cash Flow Hedging | Commodity derivatives
Derivative Instruments, Gain (Loss) [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	(39)	20
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion	(3)	(2)
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency derivatives
Derivative Instruments, Gain (Loss) [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	(111)	(2)
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion	7	(1)
Designated as Hedging Instrument | Net Investment Hedging | Foreign currency derivatives
Derivative Instruments, Gain (Loss) [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	1	(2)
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion	0	0
Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss) on Derivative, Net	(2)	0
Not Designated as Hedging Instrument | Foreign currency derivatives
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (2)	$ 0

XML

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Examination [Line Items]
Document Period End Date	Mar. 31, 2020
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ (1)	$ 0
Income tax expense	$ 10	$ 33
Effective tax rate	1.00%	12.00%
Income Tax Expense (Benefit) associated with discrete items	$ (3)	$ (10)
Cash taxes paid	$ 48	$ 36

XML

Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), beginning of period		$ (719)
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification		(1)	$ 0
Accumulated other comprehensive income (loss), end of period		(991)	(682)
Designated as Hedging Instrument | Net Investment Hedging
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Gain (loss) on net investment hedge, net of tax		6	23
Foreign currency translation adjustments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), beginning of period		(597)	(555)
Aggregate adjustment for the period (1)	[1]	(126)	0
Accumulated other comprehensive income (loss), end of period		(723)	(555)
Unrealized gains (losses) on derivatives
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), beginning of period		13	(35)
Other comprehensive income (loss) before reclassifications (net of tax effect)		(149)	16
Reclassification to income (net of tax effect)		(4)	3
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification		0	(8)
Accumulated other comprehensive income (loss), end of period		(140)	(24)
Net tax effect of Other comprehensive income before reclassifications		0	0
Net tax effect of Reclassification Adjustment from AOCI on Derivatives		0	0
Pension and postretirement plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), beginning of period		(135)	(104)
Other comprehensive income (loss) before reclassifications (net of tax effect)		4	0
Reclassification to income (net of tax effect)		3	2
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification		0	(1)
Accumulated other comprehensive income (loss), end of period		(128)	(103)
Net tax effect of Other comprehensive income before reclassifications		1	1
Net tax effect of Reclassification Adjustment from AOCI, Pension and Other Postretirement Plans		$ 1	$ 1

[1] Includes gains of $6 million and $23 million for the three months ended March 31, 2020 and 2019, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.

XML

Other Income, Net Table (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest income	$ 3	$ 3
Loss on extinguishment of debt	0	(6)
Components of net periodic benefit cost other than service cost (Note 9)	(5)	(5)
Change in fair value of equity investments	0	19
Other, net	1	5
Other (expense) income, net	$ (1)	$ 16