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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________

FORM 8-K
________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 31, 2024
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Jersey001-3534698-1029562
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS 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 or Former Address, if Changed Since Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Ordinary Shares, $0.01 par value per shareAPTVNew York Stock Exchange
1.500% Senior Notes due 2025APTVNew York Stock Exchange
1.600% Senior Notes due 2028APTVNew York Stock Exchange
4.350% Senior Notes due 2029APTVNew York Stock Exchange
4.650% Senior Notes due 2029APTVNew York Stock Exchange
3.250% Senior Notes due 2032APTVNew York Stock Exchange
5.150% Senior Notes due 2034APTVNew York Stock Exchange
4.250% Senior Notes due 2036APTVNew York Stock Exchange
4.400% Senior Notes due 2046APTVNew York Stock Exchange
5.400% Senior Notes due 2049APTVNew York Stock Exchange
3.100% Senior Notes due 2051APTVNew York Stock Exchange
4.150% Senior Notes due 2052APTVNew York Stock Exchange
5.750% Senior Notes due 2054APTVNew York Stock Exchange
6.875% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2054		APTVNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. ☐
2

Item 2.02    Results of Operations and Financial Condition.
On October 31, 2024, Aptiv PLC (the “Company”) issued a press release reporting its financial results for the quarter ended September 30, 2024. A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release and teleconference visual presentation are available on the Company’s website at aptiv.com.
The information in this Item 2.02 and Item 9.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01    Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit
NumberDescription
99.1
Press Release Dated October 31, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:October 31, 2024 APTIV PLC
 
 By:/s/ Joseph R. Massaro
Joseph R. Massaro
Vice Chairman, Business Operations and Chief Financial Officer

4

EXHIBIT INDEX
Exhibit
NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Exhibit 99.1

aptivlogoa15a.jpg

Aptiv Reports Third Quarter 2024 Financial Results
Record Adjusted Earnings Per Share Reflecting Strong Operating Performance
DUBLIN - Aptiv PLC (NYSE: APTV), a global technology company focused on making the world safer, greener and more connected, today reported third quarter 2024 U.S. GAAP earnings of $1.48 per diluted share. Excluding special items, third quarter earnings totaled $1.83 per diluted share.

Third Quarter Financial Highlights Include:
•U.S. GAAP revenue of $4.9 billion, a decrease of 5%
◦Revenue decreased 6% adjusted for currency exchange and commodity movements, compared to AWM1 of (5)%
•U.S. GAAP net income of $363 million, U.S. GAAP net income margin of 7.5%; U.S. GAAP diluted earnings per share of $1.48
◦Excluding special items, diluted earnings per share of $1.83
•U.S. GAAP operating income of $503 million, U.S. GAAP operating income margin of 10.4%
◦Adjusted Operating Income of $593 million, Adjusted Operating Income margin of 12.2%; Adjusted EBITDA of $778 million, Adjusted EBITDA margin of 16.0%
•Generated $499 million of cash from operations
•Returned $2.32 billion to shareholders through share repurchases, including $2.25 billion under the $3.0 billion Accelerated Share Repurchase Program
Year-to-Date Financial Highlights Include:
•U.S. GAAP revenue of $14.8 billion, a decrease of 2%
◦Revenue decreased 2% adjusted for currency exchange and commodity movements, compared to AWM1 of (2)%
•U.S. GAAP net income of $1,519 million, U.S. GAAP net income margin of 10.3%; U.S. GAAP diluted earnings per share of $5.76
◦Excluding special items, diluted earnings per share of $4.53
•U.S. GAAP operating income of $1,363 million, U.S. GAAP operating income margin of 9.2%
◦Adjusted Operating Income of $1,743 million, Adjusted Operating Income margin of 11.8%; Adjusted EBITDA of $2,286 million, Adjusted EBITDA margin of 15.4%
•Generated $1,386 million of cash from operations
•Returned $3.35 billion to shareholders through share repurchases










1Represents global vehicle production weighted to the geographic regions in which the Company generates its revenue (“AWM”).

“Aptiv delivered record adjusted earnings per share this quarter, reflecting strong operating results and benefits from our recent capital allocation actions,” said Kevin Clark, chairman and chief executive officer. “Our industry-leading solutions, global capabilities and relentless focus on operational excellence continue to demonstrate our resiliency while also delivering record third quarter profitability. Our revised financial outlook reflects the impact of incremental customer schedule reductions and broader weakness in automotive production volumes. Despite near-term headwinds, we are confident in the long-term megatrends of safe, green and connected, and we are well-positioned to support our customers in this transition, while maximizing value to shareholders.”

Third Quarter 2024 Results
For the three months ended September 30, 2024, the Company reported U.S. GAAP revenue of $4.9 billion, a decrease of 5% from the prior year period. Adjusted for currency exchange and commodity movements, revenue decreased by 6% in the third quarter. This reflects declines of 7% in North America, 6% in Europe, 4% in Asia, which includes declines of 6% in China, and 12% in South America, our smallest region.
The Company reported third quarter 2024 U.S. GAAP net income of $363 million, earnings of $1.48 per diluted share and net income margin of 7.5%, compared to $1,629 million, $5.76 per diluted share and 31.9% in the prior year period. Third quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $449 million, or earnings of $1.83 per diluted share, compared to $367 million, or $1.30 per diluted share, in the prior year period.
Third quarter U.S. GAAP operating income was $503 million, compared to $446 million in the prior year period. The Company reported third quarter Adjusted Operating Income, a non-GAAP financial measure defined below, of $593 million, compared to $560 million in the prior year period. Adjusted Operating Income margin was 12.2%, compared to 11.0% in the prior year period, primarily reflecting improved operating performance, including the benefits of cost reduction initiatives. Depreciation and amortization expense totaled $241 million, an increase from $226 million in the prior year period.
Interest expense for the third quarter totaled $101 million, an increase from $75 million in the prior year period.
Tax expense in the third quarter of 2024 was $32 million, resulting in an effective tax rate of approximately 8%. Tax benefit in the third quarter of 2023 was $1,312 million, which primarily reflects a deferred tax benefit of approximately $1.4 billion recognized as a result of transactions entered into as part of a reorganization of the Company’s corporate entity structure.
The Company generated net cash flow from operating activities of $499 million in the third quarter, compared to $746 million in the prior year period.

Year-to-Date 2024 Results
For the nine months ended September 30, 2024, the Company reported U.S. GAAP revenue of $14.8 billion, a decrease of 2% from the prior year period. Adjusted for currency exchange, commodity movements and acquisitions, revenue decreased by 2% during the period. This reflects declines of 3% in Europe, 2% in North America and 11% in South America, our smallest region, partially offset by growth of 1% in Asia, which includes growth of 1% in China.
For the 2024 year-to-date period, the Company reported U.S. GAAP net income of $1,519 million, earnings of $5.76 per diluted share and net income margin of 10.3%, compared to $2,004 million, $7.17 per diluted share and

2

13.2% in the prior year period. Year-to-date Adjusted Net Income totaled $1,195 million, or $4.53 per diluted share, compared to $981 million, or $3.46 per diluted share, in the prior year period.
The Company reported U.S. GAAP operating income of $1,363 million for the nine months ended September 30, 2024, compared to $1,204 million in the prior year period. Adjusted Operating Income was $1,743 million for the nine months ended September 30, 2024, compared to $1,527 million in the prior year period. Adjusted Operating Income margin was 11.8% for the nine months ended September 30, 2024, compared to 10.1% in the prior year period, primarily reflecting improved operating performance, including the benefits of cost reduction initiatives. Depreciation and amortization expense totaled $719 million, an increase from $666 million in the prior year period.
Interest expense for the nine months ended September 30, 2024 totaled $230 million, an increase from $214 million in the prior year period.
Tax expense for the nine months ended September 30, 2024 was $159 million, resulting in an effective tax rate of approximately 9%. Tax benefit in the prior year period was $1,248 million, which primarily reflects a deferred tax benefit of approximately $1.4 billion recognized as a result of transactions entered into as part of a reorganization of the Company’s corporate entity structure.
The Company generated net cash flow from operating activities of $1,386 million in the nine months ended September 30, 2024, compared to $1,272 million in the prior year period. As of September 30, 2024, the Company had cash and cash equivalents of $1.1 billion and total available liquidity of $3.9 billion.
Reconciliations of Adjusted Revenue Growth, Adjusted Net Income, Adjusted Net Income Per Share, Adjusted Operating Income, Adjusted EBITDA and Cash Flow Before Financing, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are provided in the attached supplemental schedules.

Share Repurchase Program

During the third quarter of 2024, the Company repurchased 31.7 million shares for $2.32 billion, including 30.8 million shares repurchased under the terms of the Company’s Accelerated Share Repurchase Program, with a value of $2.25 billion. Year-to-date, the Company repurchased 44.4 million shares for $3.35 billion. As of September 30, 2024, $2.52 billion remained available for future share repurchases under the existing $5.0 billion authorization. All repurchased shares were retired.

3

Full Year 2024 Outlook
The Company’s full year 2024 financial guidance is as follows:
(in millions, except per share amounts)Full Year 2024
Net sales$19,600 - $19,900
U.S. GAAP net income$1,740 - $1,840
U.S. GAAP net income margin8.9% - 9.2%
U.S. GAAP operating income$1,765 - $1,865
U.S. GAAP operating income margin9.0% - 9.4%
Adjusted EBITDA$3,025 - $3,125
Adjusted EBITDA margin15.4% - 15.7%
Adjusted operating income$2,300 - $2,400
Adjusted operating income margin11.7% - 12.1%
U.S. GAAP diluted net income per share$6.80 - $7.10
Adjusted net income per share (1)$6.00 - $6.30
Cash flow from operations$2,150
Capital expenditures$875
U.S. GAAP effective tax rate~10.6%
Adjusted effective tax rate~16.5%
(1) The Company’s full year 2024 financial guidance includes approximately $0.55 per diluted share for the anticipated equity losses to be recognized by Aptiv from the performance of the Motional autonomous driving joint venture.

Conference Call and Webcast
The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.239.9838 (U.S.) or +1.323.994.2093 (international) or through a webcast at ir.aptiv.com. The conference ID number is 1329199. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company’s website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information
This press release contains information about Aptiv’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing are non-GAAP financial measures. Adjusted Revenue Growth represents the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, 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 and other related charges, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of net sales. Adjusted EBITDA represents net income

4

before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items.
Adjusted Net Income represents net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period. Cash Flow Before Financing represents cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses.
Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes.
Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Aptiv
Aptiv is a global technology company focused on making the world safer, greener and more connected. Visit aptiv.com.

Forward-Looking Statements
This press release, as well as other statements made by Aptiv PLC (the “Company”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions 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. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; 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 and other components integral to the

5

Company’s products, including the ongoing semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; changes to tax laws; future significant public health crises; 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. 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. The Company 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.

# # #

6

APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
 (in millions, except per share amounts)
Net sales$4,854 $5,114 $14,806 $15,132 
Operating expenses:
Cost of sales3,951 4,221 12,057 12,615 
Selling, general and administrative331 360 1,102 1,055 
Amortization53 59 159 177 
Restructuring16 28 125 81 
Total operating expenses4,351 4,668 13,443 13,928 
Operating income503 446 1,363 1,204 
Interest expense(101)(75)(230)(214)
Other income, net5 26 30 36 
Gain on Motional transactions— — 641 — 
Income before income taxes and equity loss407 397 1,804 1,026 
Income tax (expense) benefit(32)1,312 (159)1,248 
Income before equity loss375 1,709 1,645 2,274 
Equity loss, net of tax(7)(72)(110)(227)
Net income368 1,637 1,535 2,047 
Net income attributable to noncontrolling interest7 8 18 15 
Net loss attributable to redeemable noncontrolling interest(2)— (2)(1)
Net income attributable to Aptiv363 1,629 1,519 2,033 
Mandatory convertible preferred share dividends— — — (29)
Net income attributable to ordinary shareholders$363 $1,629 $1,519 $2,004 
Diluted net income per share:
Diluted net income per share attributable to ordinary shareholders$1.48 $5.76 $5.76 $7.17 
Weighted average number of diluted shares outstanding245.78 283.01 263.77 283.44 


7

APTIV PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
2024		December 31,
2023
(Unaudited)
 (in millions)
ASSETS
Current assets:
Cash and cash equivalents$1,054 $1,640 
Short-term investments791 — 
Accounts receivable, net3,653 3,546 
Inventories2,550 2,365 
Other current assets640 696 
Total current assets8,688 8,247 
Long-term assets:
Property, net3,797 3,785 
Operating lease right-of-use assets499 540 
Investments in affiliates1,503 1,443 
Intangible assets, net2,235 2,399 
Goodwill5,170 5,151 
Other long-term assets2,874 2,862 
Total long-term assets16,078 16,180 
Total assets$24,766 $24,427 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$1,257 $9 
Accounts payable2,989 3,151 
Accrued liabilities1,558 1,648 
Total current liabilities5,804 4,808 
Long-term liabilities:
Long-term debt8,283 6,204 
Pension benefit obligations413 417 
Long-term operating lease liabilities421 453 
Other long-term liabilities647 701 
Total long-term liabilities9,764 7,775 
Total liabilities15,568 12,583 
Commitments and contingencies
Redeemable noncontrolling interest99 99 
Total Aptiv shareholders’ equity8,882 11,548 
Noncontrolling interest217 197 
Total shareholders’ equity9,099 11,745 
Total liabilities, redeemable noncontrolling interest and shareholders’ equity$24,766 $24,427 


8

APTIV PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
 20242023
 (in millions)
Cash flows from operating activities:
Net income$1,535 $2,047 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization719 666 
Restructuring expense, net of cash paid(65)4 
Deferred income taxes(1)(1,408)
Loss from equity method investments, net of dividends received120 232 
Loss on extinguishment of debt12 — 
Gain on Motional transactions(641)— 
Other, net136 125 
Changes in operating assets and liabilities:
Accounts receivable, net(107)(213)
Inventories(185)(87)
Accounts payable(39)(1)
Other, net(77)(73)
Pension contributions(21)(20)
Net cash provided by operating activities1,386 1,272 
Cash flows from investing activities:
Capital expenditures(664)(703)
Proceeds from sale of property3 3 
Proceeds from business divestitures, net of cash sold— (17)
Cost of business acquisitions and other transactions, net of cash acquired— (83)
Cost of technology investments(121)(1)
Proceeds from the sale of equity method investment448 — 
Purchase of short-term investments(748)— 
Settlement of derivatives(2)6 
Net cash used in investing activities(1,084)(795)
Cash flows from financing activities:
Increase (decrease) in other short and long-term debt, net1,036 (30)
Repayment of senior notes(700)— 
Proceeds from issuance of senior and junior notes, net of issuance costs2,920 — 
Proceeds from bridge loan, net of issuance costs2,483 — 
Repayment of bridge loan(2,500)— 
Contingent consideration payments— (10)
Repurchase of ordinary shares(4,104)(98)
Distribution of mandatory convertible preferred share cash dividends— (32)
Taxes withheld and paid on employees’ restricted share awards(23)(31)
Net cash used in financing activities(888)(201)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash— (23)
(Decrease) increase in cash, cash equivalents and restricted cash(586)253 
Cash, cash equivalents and restricted cash at beginning of the period1,640 1,555 
Cash, cash equivalents and restricted cash at end of the period$1,054 $1,808 

9

APTIV PLC
FOOTNOTES
(Unaudited)

1. Segment Summary
Three Months Ended September 30,Nine Months Ended September 30,
20242023%20242023%
(in millions)(in millions)
Net Sales
Signal and Power Solutions$3,443 $3,687 (7)%$10,442 $10,830 (4)%
Advanced Safety and User Experience1,427 1,441 (1)%4,410 4,339 2%
Eliminations and Other (a)(16)(14)(46)(37)
Net Sales$4,854 $5,114 $14,806 $15,132 
Adjusted Operating Income
Signal and Power Solutions$397 $451 (12)%$1,222 $1,217 —%
Advanced Safety and User Experience196 109 80%521 310 68%
Adjusted Operating Income$593 $560 $1,743 $1,527 
(a)
Eliminations and Other includes the elimination of inter-segment transactions.

2. Weighted Average Number of Diluted Shares Outstanding
The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to ordinary shareholders for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
 (in millions, except per share amounts)
Weighted average ordinary shares outstanding, basic245.48 282.84 263.55 275.56 
Dilutive shares related to RSUs0.30 0.17 0.22 0.13 
Weighted average MCPS Converted Shares— — — 7.75 
Weighted average ordinary shares outstanding, including dilutive shares245.78 283.01 263.77 283.44 
Net income per share attributable to ordinary shareholders:
Basic$1.48 $5.76 $5.76 $7.27 
Diluted$1.48 $5.76 $5.76 $7.17 


10

APTIV PLC
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Cash Flow Before Financing.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Three Months Ended September 30, 2024
Reported net sales % change(5)%
Less: foreign currency exchange and commodities(1)%
Adjusted revenue growth(6)%
Nine Months Ended September 30, 2024
Reported net sales % change(2)%
Less: foreign currency exchange and commodities— %
Adjusted revenue growth(2)%



11

Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales.

Consolidated Adjusted Operating Income
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
($ in millions)
$Margin$Margin$Margin$Margin
Net income attributable to ordinary shareholders$363 7.5 %$1,629 31.9 %$1,519 10.3 %$2,004 13.2 %
Mandatory convertible preferred share dividends— — — 29 
Net income attributable to Aptiv$363 7.5 %$1,629 31.9 %$1,519 10.3 %$2,033 13.4 %
Interest expense101 75 230 214 
Other income, net(5)(26)(30)(36)
Gain on Motional transactions— — (641)— 
Income tax expense (benefit)32 (1,312)159 (1,248)
Equity loss, net of tax7 72 110 227 
Net income attributable to noncontrolling interest7 8 18 15 
Net loss attributable to redeemable noncontrolling interest(2)— (2)(1)
Operating income$503 10.4 %$446 8.7 %$1,363 9.2 %$1,204 8.0 %
Amortization53 59 159 177 
Restructuring16 28 125 81 
Other acquisition and portfolio project costs13 20 66 45 
Asset impairments3 — 17 — 
Compensation expense related to acquisitions5 7 13 20 
Adjusted operating income$593 12.2 %$560 11.0 %$1,743 11.8 %$1,527 10.1 %

12

Segment Adjusted Operating Income
(in millions)
Three Months Ended September 30, 2024Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$341 $162 $503 
Amortization31 22 53 
Restructuring13 3 16 
Other acquisition and portfolio project costs9 4 13 
Asset impairments3 — 3 
Compensation expense related to acquisitions— 5 5 
Adjusted operating income$397 $196 $593 
Depreciation and amortization (a)$170 $71 $241 
Three Months Ended September 30, 2023Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$395 $51 $446 
Amortization35 24 59 
Restructuring7 21 28 
Other acquisition and portfolio project costs14 6 20 
Compensation expense related to acquisitions— 7 7 
Adjusted operating income$451 $109 $560 
Depreciation and amortization (a)$160 $66 $226 
Nine Months Ended September 30, 2024Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$992 $371 $1,363 
Amortization93 66 159 
Restructuring89 36 125 
Other acquisition and portfolio project costs45 21 66 
Asset impairments3 14 17 
Compensation expense related to acquisitions— 13 13 
Adjusted operating income$1,222 $521 $1,743 
Depreciation and amortization (a)$493 $226 $719 
Nine Months Ended September 30, 2023Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$1,054 $150 $1,204 
Amortization107 70 177 
Restructuring22 59 81 
Other acquisition and portfolio project costs34 11 45 
Compensation expense related to acquisitions— 20 20 
Adjusted operating income$1,217 $310 $1,527 
Depreciation and amortization (a)$464 $202 $666 
(a)
Includes asset impairments.

13

Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Consolidated Adjusted EBITDA
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions)
Net income attributable to ordinary shareholders$363$1,629$1,519$2,004
Mandatory convertible preferred share dividends———29
Net income attributable to Aptiv3631,6291,5192,033
Interest expense
10175230214
Income tax expense (benefit)32(1,312)159(1,248)
Net income attributable to noncontrolling interest781815
Net loss attributable to redeemable noncontrolling interest(2)—(2)(1)
Depreciation and amortization
241226719666
EBITDA$742$626$2,643$1,679
Other income, net(5)(26)(30)(36)
Gain on Motional transactions——(641)—
Equity loss, net of tax772110227
Restructuring
162812581
Other acquisition and portfolio project costs
13206645
Compensation expense related to acquisitions571320
Adjusted EBITDA$778$727$2,286$2,016


14

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions, except per share amounts)
Net income attributable to ordinary shareholders$363 $1,629 $1,519 $2,004 
Mandatory convertible preferred share dividends (a)— — — 29 
Net income attributable to Aptiv363 1,629 1,519 2,033 
Adjusting items:
Amortization53 59 159 177 
Restructuring
16 28 125 81 
Other acquisition and portfolio project costs
13 20 66 45 
Asset impairments3 — 17 — 
Compensation expense related to acquisitions5 7 13 20 
Debt extinguishment costs
12 — 12 — 
Costs associated with acquisitions and other transactions— — — 4 
Impairment of equity investments without readily determinable fair value— — — 18 
Loss on change in fair value of publicly traded equity securities5 — 3 6 
Gain on Motional transactions— — (641)— 
Tax impact of intercompany transfers of intellectual property and other related transactions (b)— (1,359)— (1,359)
Tax impact of adjusting items (c)(21)(17)(78)(44)
Adjusted net income attributable to Aptiv$449 $367 $1,195 $981 
Weighted average number of diluted shares outstanding (a)245.78 283.01 263.77 283.44 
Diluted net income per share attributable to ordinary shareholders$1.48 $5.76 $5.76 $7.17 
Adjusted net income per share$1.83 $1.30 $4.53 $3.46 
(a)
On June 15, 2023, each outstanding share of the Company’s 5.50% Mandatory Convertible Preferred Shares (the “MCPS”) converted into 1.0754 ordinary shares of the Company. For purposes of calculating Adjusted Net Income Per Share, the Company has excluded the impact of the MCPS dividends for the nine months ended September 30, 2023 and assumed the “if converted” method of share dilution as the assumed conversion of the MCPS into ordinary shares on a weighted average basis was more dilutive to net income per share than the impact of the MCPS dividends (method already applied for U.S. GAAP purposes of calculating the weighted average number of diluted shares outstanding).
(b)
In response to the OECD’s Pillar Two Directive, the Company initiated changes to its corporate entity structure, including intercompany transfers of certain intellectual property to one of its subsidiaries in Switzerland during the third quarter of 2023. Furthermore, during the third quarter, the Company’s Swiss subsidiary was granted a ten year tax incentive, beginning in 2024. This adjustment represents the total income tax benefits recorded as a result of these transactions during the three and nine months ended September 30, 2023.
(c)Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.

15

Cash Flow Before Financing: Cash Flow Before Financing is presented as a supplemental measure of the Company’s liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Cash Flow Before Financing is defined as cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses. Not all companies use identical calculations of Cash Flow Before Financing, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Cash Flow Before Financing does not reflect cash used to service debt, pay dividends or repurchase shares and, therefore, does not necessarily reflect funds available for investment or other discretionary uses.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions)
Cash flows from operating activities:
Net income$368 $1,637 $1,535 $2,047 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization241 226 719 666 
Restructuring expense, net of cash paid(31)4 (65)4 
Working capital(170)72 (331)(301)
Pension contributions(8)(6)(21)(20)
Increase in deferred income tax assets from intercompany transfers of intellectual property and other related transactions— (1,359)— (1,359)
Gain on Motional transactions— — (641)— 
Other, net99 172 190 235 
Net cash provided by operating activities499 746 1,386 1,272 
Cash flows from investing activities:
Capital expenditures(173)(212)(664)(703)
Proceeds from business divestitures, net of cash sold— — — (17)
Cost of business acquisitions and other transactions, net of cash acquired— — — (83)
Cost of technology investments
(81)— (121)(1)
Proceeds from the sale of equity method investment— — 448 — 
Purchase of short-term investments— — (748)— 
Settlement of derivatives(2)7 (2)6 
Other, net1 — 3 3 
Net cash used in investing activities
(255)(205)(1,084)(795)
Adjusting items:
Adjustment for cost of business acquisitions and other transactions, net of cash acquired— — — 83 
Adjustment for cost of significant technology investments81 — 121 — 
Adjustment for proceeds from sale of equity method investment— — (448)— 
Cash flow before financing$325 $541 $(25)$560 

16

Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company’s financial guidance to the most comparable forward-looking GAAP measure is as follows:
Estimated Full Year
2024 (a)
($ in millions)
Adjusted Operating Income$Margin (b)
Net income attributable to Aptiv$1,790 9.1 %
Interest expense335 
Other income, net(45)
Gain on Motional transactions(640)
Income tax expense230 
Equity loss, net of tax125 
Net income attributable to noncontrolling interest (c)20 
Operating income$1,815 9.2 %
Amortization210 
Restructuring210 
Other acquisition and portfolio project costs70 
Asset impairments20 
Compensation expense related to acquisitions25 
Adjusted operating income$2,350 11.9 %
Adjusted EBITDA
Net income attributable to Aptiv$1,790 9.1 %
Interest expense335 
Income tax expense230 
Net income attributable to noncontrolling interest (c)20 
Depreciation and amortization955 
EBITDA$3,330 16.9 %
Other income, net(45)
Gain on Motional transactions(640)
Equity loss, net of tax125 
Restructuring210 
Other acquisition and portfolio project costs70 
Compensation expense related to acquisitions25 
Adjusted EBITDA$3,075 15.6 %

(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.
(b)Represents net income attributable to Aptiv, operating income, Adjusted Operating Income, EBITDA and Adjusted EBITDA, respectively, as a percentage of estimated net sales.
(c)
Includes portion attributable to redeemable noncontrolling interest.

17

Estimated Full Year
2024 (a)
Adjusted Net Income Per Share($ and shares in millions, except per share amounts)
Net income attributable to Aptiv$1,790 
Adjusting items:
Amortization210 
Restructuring210 
Other acquisition and portfolio project costs70 
Asset impairments20 
Compensation expense related to acquisitions25 
Loss on change in fair value of publicly traded equity securities5 
Debt extinguishment costs10 
Gain on Motional transactions(640)
Tax impact of adjusting items(115)
Adjusted net income attributable to Aptiv$1,585 
Weighted average number of diluted shares outstanding256.70 
Diluted net income per share attributable to Aptiv$6.95 
Adjusted net income per share$6.15 

(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.



Investor Contact:
Jane Wu
+1.617.603.7941
jane.wu@aptiv.com


18
v3.24.3
Document and Entity Information
Oct. 31, 2024
Document Information [Line Items]  
Title of 12(b) Security Ordinary Shares, $0.01 par value per share
Trading Symbol APTV
Security Exchange Name NYSE
Entity Address, Address Line Two Grand Canal Dock
Document Type 8-K
Document Period End Date Oct. 31, 2024
Entity Registrant Name Aptiv PLC
Entity Central Index Key 0001521332
Amendment Flag false
Entity Incorporation, State or Country Code Y9
Entity File Number 001-35346
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares, $0.01 par value per share
Trading Symbol APTV
Security Exchange Name NYSE
Entity Emerging Growth Company false
Euro-Denominated Senior Notes, 1.500% Due 2025 [Member]  
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
Euro-denominated Senior Notes, 1.600% Due 2028 [Member]  
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 [Member]  
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, 3.250% Due 2032  
Document Information [Line Items]  
Title of 12(b) Security 3.250% Senior Notes due 2032
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 3.250% Senior Notes due 2032
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 4.400% Due 2046 [Member]  
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 [Member]  
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
Senior Notes, 3.100% Due 2051  
Document Information [Line Items]  
Title of 12(b) Security 3.100% Senior Notes due 2051
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 3.100% Senior Notes due 2051
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 4.150% Due 2052  
Document Information [Line Items]  
Title of 12(b) Security 4.150% Senior Notes due 2052
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 4.150% Senior Notes due 2052
Trading Symbol APTV
Security Exchange Name NYSE
Euro-Denominated Senior Notes, 4.250% Due 2036  
Document Information [Line Items]  
Title of 12(b) Security 4.250% Senior Notes due 2036
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 4.250% Senior Notes due 2036
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 4.650% Due 2029  
Document Information [Line Items]  
Title of 12(b) Security 4.650% Senior Notes due 2029
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 4.650% Senior Notes due 2029
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 5.150% Due 2034  
Document Information [Line Items]  
Title of 12(b) Security 5.150% Senior Notes due 2034
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 5.150% Senior Notes due 2034
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 5.750% Due 2054  
Document Information [Line Items]  
Title of 12(b) Security 5.750% Senior Notes due 2054
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 5.750% Senior Notes due 2054
Trading Symbol APTV
Security Exchange Name NYSE
Fixed-to-Fixed Reset Rate Junior Notes, 6.875% due 2054  
Document Information [Line Items]  
Title of 12(b) Security 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054
Trading Symbol APTV
Security Exchange Name NYSE
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