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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 June 30, 2022
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
5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share APTV PRA New York Stock Exchange
2.396% Senior Notes due 2025 APTV New York Stock Exchange
1.500% Senior Notes due 2025 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
3.250% Senior Notes due 2032 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
3.100% Senior Notes due 2051 APTV New York Stock Exchange
4.150% Senior Notes due 2052 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 July 29, 2022, was 270,932,774.


APTIV PLC
INDEX 
    Page
Part I - Financial Information
Item 1.
3
4
5
6
7
8
Item 2.
Item 3.
Item 4.
Part II - Other Information
Item 1.
Item 1A.
Item 2.
Item 6.
Exhibits

2


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
  2022 2021 2022 2021
  (in millions, except per share amounts)
Net sales $ 4,057  $ 3,807  $ 8,235  $ 7,830 
Operating expenses:
Cost of sales 3,617  3,205  7,206  6,501 
Selling, general and administrative 286  266  560  521 
Amortization 38  37  75  74 
Restructuring (Note 7)
19  14  41  20 
Total operating expenses 3,960  3,522  7,882  7,116 
Operating income 97  285  353  714 
Interest expense (56) (38) (99) (78)
Other (expense) income, net (Note 16)
(25) —  (64)
Income before income taxes and equity loss 16  247  190  637 
Income tax expense (16) (28) (37) (76)
Income before equity loss —  219  153  561 
Equity loss, net of tax (72) (53) (135) (95)
Net (loss) income (72) 166  18  466 
Net (loss) income attributable to noncontrolling interest (27) (26)
Net (loss) income attributable to Aptiv (45) 163  44  458 
Mandatory convertible preferred share dividends (Note 12)
(16) (16) (32) (32)
Net (loss) income attributable to ordinary shareholders $ (61) $ 147  $ 12  $ 426 
Basic net (loss) income per share:
Basic net (loss) income per share attributable to ordinary shareholders $ (0.23) $ 0.54  $ 0.04  $ 1.58 
Weighted average number of basic shares outstanding 270.93  270.49  270.86  270.40 
Diluted net (loss) income per share (Note 12):
Diluted net (loss) income per share attributable to ordinary shareholders $ (0.23) $ 0.54  $ 0.04  $ 1.57 
Weighted average number of diluted shares outstanding 270.93  271.06  271.11  271.10 
See notes to consolidated financial statements.
3


APTIV PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
  2022 2021 2022 2021
  (in millions)
Net (loss) income $ (72) $ 166  $ 18  $ 466 
Other comprehensive (loss) income:
Currency translation adjustments (177) 43  (212) (49)
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 14)
(99) (62) (2)
Employee benefit plans adjustment, net of tax 23  30 
Other comprehensive (loss) income (271) 71  (267) (21)
Comprehensive (loss) income (343) 237  (249) 445 
Comprehensive (loss) income attributable to noncontrolling interests (21) (23)
Comprehensive (loss) income attributable to Aptiv $ (322) $ 233  $ (226) $ 437 
See notes to consolidated financial statements.
4


APTIV PLC
CONSOLIDATED BALANCE SHEETS
June 30, 2022 December 31,
2021
(Unaudited)
  (in millions)
ASSETS
Current assets:
Cash and cash equivalents $ 4,670  $ 3,139 
Accounts receivable, net of allowance for doubtful accounts of $43 million and $37 million, respectively (Note 2)
3,028  2,784 
Inventories (Note 3)
2,362  2,014 
Other current assets (Note 4)
498  499 
Total current assets 10,558  8,436 
Long-term assets:
Property, net 3,211  3,294 
Operating lease right-of-use assets 414  383 
Investments in affiliates (Note 21)
1,863  1,797 
Intangible assets, net (Note 2)
876  964 
Goodwill (Note 2)
2,392  2,511 
Other long-term assets (Note 4)
594  622 
Total long-term assets 9,350  9,571 
Total assets $ 19,908  $ 18,007 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 8)
$ 17  $
Accounts payable 2,749  2,953 
Accrued liabilities (Note 5)
1,253  1,246 
Total current liabilities 4,019  4,207 
Long-term liabilities:
Long-term debt (Note 8)
6,433  4,059 
Pension benefit obligations 421  440 
Long-term operating lease liabilities 334  304 
Other long-term liabilities (Note 5)
419  436 
Total long-term liabilities 7,607  5,239 
Total liabilities 11,626  9,446 
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized; 11,500,000 shares of 5.50% Mandatory Convertible Preferred Shares, Series A, issued and outstanding as of June 30, 2022 and December 31, 2021
—  — 
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 270,932,774 and 270,514,140 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
Additional paid-in-capital 3,949  3,939 
Retained earnings 5,089  5,077 
Accumulated other comprehensive loss (Note 13)
(942) (672)
Total Aptiv shareholders’ equity 8,099  8,347 
Noncontrolling interest 183  214 
Total shareholders’ equity 8,282  8,561 
Total liabilities and shareholders’ equity $ 19,908  $ 18,007 
See notes to consolidated financial statements.
5


APTIV PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30,
  2022 2021
  (in millions)
Cash flows from operating activities:
Net income $ 18  $ 466 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 309  316 
Amortization 75  74 
Amortization of deferred debt issuance costs
Restructuring expense, net of cash paid 10  (28)
Deferred income taxes (5)
Pension and other postretirement benefit expenses 16  24 
Loss from equity method investments, net of dividends received 135  99 
Loss on modification of debt — 
Share-based compensation 46  57 
Other charges related to Ukraine/Russia conflict 54  — 
Changes in operating assets and liabilities:
Accounts receivable, net (244) 160 
Inventories (358) (501)
Other assets 29  (63)
Accounts payable (150) 23 
Accrued and other long-term liabilities (64) (53)
Other, net 27  (24)
Pension contributions (9) (12)
Net cash (used in) provided by operating activities (107) 549 
Cash flows from investing activities:
Capital expenditures (454) (261)
Proceeds from sale of property
Cost of business acquisitions and other transactions, net of cash acquired (220) (45)
Proceeds from sale of technology investments — 
Cost of technology investments (41) (1)
Settlement of derivatives (9)
Net cash used in investing activities (705) (314)
Cash flows from financing activities:
Net repayments under other short-term debt agreements (2) (12)
Net repayments under other long-term debt agreements —  (8)
Proceeds from issuance of senior notes, net of issuance costs 2,472  — 
Fees related to modification of debt agreements —  (6)
Dividend payments of consolidated affiliates to minority shareholders (8) — 
Distribution of mandatory convertible preferred share cash dividends (32) (32)
Taxes withheld and paid on employees’ restricted share awards (36) (45)
Net cash provided by (used in) financing activities 2,394  (103)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash (25) (7)
Increase in cash, cash equivalents and restricted cash 1,557  125 
Cash, cash equivalents and restricted cash at beginning of the period 3,139  2,853 
Cash, cash equivalents and restricted cash at end of the period $ 4,696  $ 2,978 
Reconciliation of cash, cash equivalents and restricted cash and cash classified as assets held for sale:
June 30,
2022 2021
(in millions)
Cash, cash equivalents and restricted cash $ 4,670  $ 2,978 
Cash classified as assets held for sale 26  — 
Total cash, cash equivalents and restricted cash $ 4,696  $ 2,978 
See notes to consolidated financial statements.
6


APTIV PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
Three Months Ended June 30,
Ordinary Shares Preferred Shares
Number of shares Amount of shares Number of shares Amount of shares Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Aptiv Shareholders’ Equity Noncontrolling Interest Total Shareholders’ Equity
2022 (in millions)
Balance at March 31, 2022 271  $ 12  $ —  $ 3,908  $ 5,150  $ (665) $ 8,396  $ 204  $ 8,600 
Net loss —  —  —  —  —  (45) —  (45) (27) (72)
Other comprehensive (loss) income —  —  —  —  —  —  (277) (277) (271)
Mandatory convertible preferred share cumulative dividends —  —  —  —  —  (16) —  (16) —  (16)
Share-based compensation
—  —  —  —  41  —  —  41  —  41 
Balance at June 30, 2022 271  $ 12  $ —  $ 3,949  $ 5,089  $ (942) $ 8,099  $ 183  $ 8,282 
2021
Balance at March 31, 2021 270  $ 12  $ —  $ 3,881  $ 4,829  $ (636) $ 8,077  $ 199  $ 8,276 
Net income —  —  —  —  —  163  —  163  166 
Other comprehensive income —  —  —  —  —  —  70  70  71 
Mandatory convertible preferred share cumulative dividends —  —  —  —  —  (16) —  (16) —  (16)
Share-based compensation
—  —  —  28  —  —  28  —  28 
Balance at June 30, 2021 271  $ 12  $ —  $ 3,909  $ 4,976  $ (566) $ 8,322  $ 203  $ 8,525 

Six Months Ended June 30,
Ordinary Shares Preferred Shares
  Number of shares Amount of shares Number of shares Amount of shares Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Aptiv Shareholders’ Equity Noncontrolling Interest Total Shareholders’ Equity
2022 (in millions)
Balance at January 1, 2022 271  $ 12  $ —  $ 3,939  $ 5,077  $ (672) $ 8,347  $ 214  $ 8,561 
Net income (loss) —  —  —  —  —  44  —  44  (26) 18 
Other comprehensive (loss) income —  —  —  —  —  —  (270) (270) (267)
Dividend payments of consolidated affiliates to minority shareholders
—  —  —  —  —  —  —  —  (8) (8)
Mandatory convertible preferred share cumulative dividends —  —  —  —  —  (32) —  (32) —  (32)
Taxes withheld on employees’ restricted share award vestings
—  —  —  —  (36) —  —  (36) —  (36)
Share-based compensation
—  —  —  —  46  —  —  46  —  46 
Balance at June 30, 2022 271  $ 12  $ —  $ 3,949  $ 5,089  $ (942) $ 8,099  $ 183  $ 8,282 
2021
Balance at January 1, 2021 270  $ 12  $ —  $ 3,897  $ 4,550  $ (545) $ 7,905  $ 195  $ 8,100 
Net income —  —  —  —  —  458  —  458  466 
Other comprehensive loss —  —  —  —  —  —  (21) (21) —  (21)
Mandatory convertible preferred share cumulative dividends —  —  —  —  —  (32) —  (32) —  (32)
Taxes withheld on employees’ restricted share award vestings
—  —  —  —  (45) —  —  (45) —  (45)
Share-based compensation
—  —  —  57  —  —  57  —  57 
Balance at June 30, 2021 271  $ 12  $ —  $ 3,909  $ 4,976  $ (566) $ 8,322  $ 203  $ 8,525 
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 (formerly known as Delphi Automotive PLC), a public limited company formed under the laws of Jersey on May 19, 2011, which completed an initial public offering on November 22, 2011, and its consolidated subsidiaries. On December 4, 2017, following the spin-off of Delphi Technologies PLC, the 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 2021 Annual Report on Form 10-K.
Nature of operations—Aptiv is a leading global technology and mobility architecture company primarily serving the automotive sector. We deliver end-to-end mobility solutions enabling our customers’ transition to more electrified, software-defined vehicles. 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.

2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Aptiv and the 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 value are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, while investments in publicly traded equity securities are measured at fair value based on quoted prices for identical assets on active market exchanges as of each reporting date. 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.
Intercompany transactions and balances between consolidated Aptiv businesses have been eliminated.
During the three months ended June 30, 2021, Aptiv received a dividend of $4 million from one of its equity method investments. The dividend was recognized as a reduction to the investment and represented a return on investment in cash flows from operating activities.
Aptiv’s equity investments without readily determinable fair value totaled $65 million and $30 million as of June 30, 2022 and December 31, 2021, respectively, and are classified within other long-term assets in the consolidated balance sheets. Aptiv’s investments in publicly traded equity securities totaled $21 million and $66 million as of June 30, 2022 and December 31, 2021, respectively, and are classified within other long-term assets in the consolidated balance sheets. Refer to Note 21. Investments in Affiliates for further information regarding Aptiv’s equity investments.
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 COVID-19 pandemic, the ongoing global supply chain disruptions and the conflict between Ukraine and Russia, actual results reported in future periods may be based upon amounts that differ from those estimates.
Revenue recognition—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
8


price reductions, some of which are conditional upon achieving certain joint cost saving 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. In addition, 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.
Aptiv collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Aptiv reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales. Refer to Note 20. Revenue for further information.
Net income (loss) per share—Basic net income (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) 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 and if-converted methods. The if-converted method is used to determine if the impact of conversion of the 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) into ordinary shares is more dilutive than the MCPS dividends to net income (loss) per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. 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 (loss) 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, for which the book value approximates fair value.
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 vehicle components and services. 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. As of June 30, 2022 and December 31, 2021, the Company reported $3,028 million and $2,784 million, respectively, of accounts receivable, net of allowances, which includes the allowance for doubtful accounts of $43 million and $37 million, respectively. Changes in the allowance for doubtful accounts were not material for the six months ended June 30, 2022.
Inventories—As of June 30, 2022 and December 31, 2021, 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. Refer to Note 3. Inventories for additional information. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues, and, generally, the market value of inventory on hand in excess of one year’s supply is fully-reserved.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates
9


are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period.
Assets and liabilities held for sale—The Company considers assets to be held for sale when management, having the appropriate authority, 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 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.
Intangible assets—Intangible assets were $876 million and $964 million as of June 30, 2022 and December 31, 2021, 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 $38 million and $75 million for the three and six months ended June 30, 2022, respectively, and $37 million and $74 million for the three and six months ended June 30, 2021, 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 six months ended June 30, 2022 and 2021. Goodwill was $2,392 million and $2,511 million as of June 30, 2022 and December 31, 2021, 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
10


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. As it relates to changes in accumulated other comprehensive income (loss), the Company’s policy is to release tax effects from accumulated other comprehensive income (loss) when the underlying components affect earnings. 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 and certain early termination lease costs are recorded when contracts are terminated. 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 Stellantis N.V. (“Stellantis”), General Motors Company (“GM”) and Volkswagen Group (“VW”), Aptiv’s three largest customers, totaled approximately 28% and 27% of our total net sales for the three and six months ended June 30, 2022, respectively, and 29% and 28% of our total net sales for the three and six months ended June 30, 2021, respectively.
Percentage of Total Net Sales Accounts Receivable
Three Months Ended June 30, Six Months Ended June 30, June 30,
2022
December 31,
2021
2022 2021 2022 2021
  (in millions)
Stellantis (1) 10  % 11  % 10  % 11  % $ 348  $ 317 
GM 10  % % % % 280  208 
VW % 10  % % % 199  163 
(1)On January 16, 2021, Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot Citroën (“PSA”) merged to form a new, combined company (“Stellantis”). Net sales to FCA and PSA before the date of the merger are included in net sales to Stellantis in the table above for the six months ended June 30, 2021.
Recently adopted accounting pronouncements—In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. As permitted, the Company elected to early adopt this guidance effective in the second quarter of 2022. The adoption of this guidance resulted in insignificant incremental disclosures in the Company’s financial statements.
Aptiv adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance in the first quarter of 2022. This guidance is intended to improve the transparency of government assistance received by most business entities by requiring disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on the registrant’s financial statements. As the guidance is only applicable to annual disclosures, the Company is still evaluating the effects that the adoption of ASU 2021-10 will have on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contracts and Contract Liabilities from Contracts with Customers. This guidance requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. As permitted, the Company elected to early adopt this guidance effective January 1, 2022. As this standard is to be applied prospectively to business combinations, the impact to the Company’s consolidated financial statements will depend on various factors associated with individual business combinations that occur in future periods.

11


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:
June 30,
2022
December 31,
2021
  (in millions)
Productive material $ 1,626  $ 1,311 
Work-in-process 168  172 
Finished goods 568  531 
Total $ 2,362  $ 2,014 


4. ASSETS
Other current assets consisted of the following:
June 30,
2022
December 31,
2021
  (in millions)
Value added tax receivable $ 183  $ 178 
Prepaid insurance and other expenses 68  63 
Reimbursable engineering costs 107  110 
Notes receivable 16 
Income and other taxes receivable 86  54 
Deposits to vendors
Derivative financial instruments (Note 14) 10  38 
Capitalized upfront fees (Note 20) 25  34 
Other — 
Total $ 498  $ 499 
Other long-term assets consisted of the following:
June 30,
2022
December 31,
2021
  (in millions)
Deferred income taxes, net $ 158  $ 159 
Unamortized Revolving Credit Facility debt issuance costs 11 
Income and other taxes receivable 30  28 
Reimbursable engineering costs 177  176 
Value added tax receivable 20 
Equity investments (Note 21) 86  96 
Derivative financial instruments (Note 14)
Capitalized upfront fees (Note 20) 50  58 
Other 75  71 
Total $ 594  $ 622 

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5. LIABILITIES
Accrued liabilities consisted of the following:
June 30,
2022
December 31,
2021
  (in millions)
Payroll-related obligations $ 310  $ 286 
Employee benefits, including current pension obligations 62  83 
Income and other taxes payable 107  157 
Warranty obligations (Note 6) 37  41 
Restructuring (Note 7) 54  42 
Customer deposits 58  83 
Derivative financial instruments (Note 14) 38  13 
Accrued interest 50  30 
MCPS dividends payable
Operating lease liabilities 96  92 
Other 438  416 
Total $ 1,253  $ 1,246 
Other long-term liabilities consisted of the following:
June 30,
2022
December 31,
2021
  (in millions)
Environmental (Note 10) $ $
Extended disability benefits
Warranty obligations (Note 6)
Restructuring (Note 7) 16  21 
Payroll-related obligations 10  11 
Accrued income taxes 145  153 
Deferred income taxes, net 144  153 
Derivative financial instruments (Note 14) 29 
Other 60  74 
Total $ 419  $ 436 

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 June 30, 2022. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of June 30, 2022 to be zero to $10 million.
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The table below summarizes the activity in the product warranty liability for the six months ended June 30, 2022:
  Warranty Obligations
  (in millions)
Accrual balance at beginning of period $ 49 
Provision for estimated warranties incurred during the period 19 
Changes in estimate for pre-existing warranties
Settlements made during the period (in cash or in kind) (22)
Foreign currency translation and other (2)
Accrual balance at end of period $ 45 

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 reducing global overhead costs and on the continued rotation of our manufacturing footprint to best cost locations in Europe. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $19 million and $41 million during the three and six months ended June 30, 2022, respectively. None of the Company's individual restructuring programs initiated during the three and six months ended June 30, 2022 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 $60 million (of which approximately $45 million relates to the Advanced Safety and User Experience segment and approximately $15 million relates to the Signal and Power Solutions segment) for programs approved as of June 30, 2022, which are primarily expected to be incurred within the next twelve months.
During the three and six months ended June 30, 2021, Aptiv recorded employee-related and other restructuring charges totaling approximately $14 million and $20 million, respectively.
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 $31 million and $48 million in the six months ended June 30, 2022 and 2021, respectively.
The following table summarizes the restructuring charges recorded for the three and six months ended June 30, 2022 and 2021 by operating segment:
  Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
  (in millions)
Signal and Power Solutions $ 13  $ 11  $ 22  $
Advanced Safety and User Experience 19  11 
Total $ 19  $ 14  $ 41  $ 20 
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The table below summarizes the activity in the restructuring liability for the six months ended June 30, 2022:
Employee Termination Benefits Liability Other Exit Costs Liability Total
  (in millions)
Accrual balance at January 1, 2022 $ 63  $ —  $ 63 
Provision for estimated expenses incurred during the period 41  —  41 
Payments made during the period (31) —  (31)
Foreign currency and other (3) —  (3)
Accrual balance at June 30, 2022 $ 70  $ —  $ 70 

8. DEBT
The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of June 30, 2022 and December 31, 2021:
June 30,
2022
December 31,
2021
  (in millions)
2.396%, senior notes, due 2025 (net of $4 and $0 unamortized issuance costs, respectively) $ 696  $ — 
1.50%, Euro-denominated senior notes, due 2025 (net of $1 and $2 unamortized issuance costs and $1 and $1 discount, respectively) 734  790 
1.60%, Euro-denominated senior notes, due 2028 (net of $2 and $3 unamortized issuance costs, respectively) 523  563 
4.35%, senior notes, due 2029 (net of $2 and $2 unamortized issuance costs, respectively) 298  298 
3.25%, senior notes, due 2032 (net of $7 and $0 unamortized issuance costs and $3 and $0 discount, respectively) 790  — 
4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $1 and $1 discount, respectively) 296  296 
5.40%, senior notes, due 2049 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively) 345  345 
3.10%, senior notes, due 2051 (net of $17 and $17 unamortized issuance costs and $32 and $33 discount, respectively) 1,451  1,450 
4.15%, senior notes, due 2052 (net of $11 and $0 unamortized issuance costs and $2 and $0 discount, respectively) 987  — 
Tranche A Term Loan, due 2026 (net of $2 and $2 unamortized issuance costs, respectively) 311  311 
Finance leases and other 19  14 
Total debt 6,450  4,067 
Less: current portion (17) (8)
Long-term debt $ 6,433  $ 4,059 
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 billion (the “Revolving Credit Facility”). Subsequently, Aptiv Global Financing Limited (“AGFL”), a wholly-owned subsidiary of Aptiv PLC, executed a joinder agreement to the Credit Agreement, which allows it to act as a borrower under the Credit Agreement, and a guaranty supplement, under which AGFL guarantees the obligations under the Credit Agreement, subject to certain exceptions.
The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on June 24, 2021. The June 2021 amendment, among other things, (1) refinanced and replaced the existing term loan A and revolver with a new term loan A that matures in 2026, and a new five-year revolving credit facility with aggregate commitments of $2 billion, (2) utilized the Company’s existing sustainability-linked metrics and commitments, that, if achieved, would change the facility fee and interest rate margins as described below, and (3) established the leverage
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ratio maintenance covenant that requires the Company to maintain total net leverage (as calculated in accordance with the Credit Agreement) of less than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement) and allowed for dividends and other payments on equity. Losses on modification of debt totaled $1 million during the three months ended June 30, 2021 related to the June 2021 amendment. Aptiv paid amendment fees of $6 million during the three months ended June 30, 2021 which are reflected as a financing activity in the consolidated statements of cash flows.
The Tranche A Term Loan and the Revolving Credit Facility mature on June 24, 2026. Beginning on September 30, 2022, Aptiv is obligated to make quarterly principal payments on 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 upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent.
As of June 30, 2022, Aptiv had no amounts outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
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 June 2021 amendment also contains provisions to facilitate the replacement of the LIBOR-based rate with a Secured Overnight Financing Rate (“SOFR”) based rate upon the discontinuation or unavailability of LIBOR. The Applicable Rates under the Credit Agreement on the specified dates are set forth below:
June 30, 2022 December 31, 2021
LIBOR plus ABR plus LIBOR plus ABR plus
Revolving Credit Facility 1.10  % 0.10  % 1.10  % 0.10  %
Tranche A Term Loan 1.125  % 0.125  % 1.125  % 0.125  %
Under the June 2021 amendment, the Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings and whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety. Such adjustments may be up to 0.04% per annum on interest rate margins on the Revolving Credit Facility, 0.02% per annum on interest rate margins on the Tranche A Term Loan and up to 0.01% per annum on the facility fee. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, LIBOR, changes in the Company’s corporate credit ratings or whether the Company achieves or fails to achieve its sustainability-linked targets. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on the sustainability-linked targets as described above, and certain letter of credit issuance and fronting fees. As a result of meeting the sustainability-linked targets for the 2021 calendar year, the interest rate margins and facility fees will be reduced by the amounts specified above, effective in the third quarter of 2022.
The interest rate period with respect to LIBOR interest rate options can be set at one-, 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 June 30, 2022, Aptiv selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of June 30, 2022, 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
June 30, 2022 Rates effective as of
Applicable Rate (in millions) June 30, 2022
Tranche A Term Loan LIBOR plus 1.125% $ 313  2.8125  %
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, under the June 2021 amendment, 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 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit
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Agreement). 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 June 30, 2022.
As of June 30, 2022, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by AGFL and Aptiv PLC, subject to certain exceptions set forth in the Credit Agreement.
Senior Unsecured Notes
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 of 1933, as amended (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 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 $650 million of 3.15% senior unsecured notes due 2020. 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.
On November 23, 2021, Aptiv PLC issued $1.5 billion in aggregate principal amount of 3.10% senior unsecured notes due 2051 (the “2021 Senior Notes”) in a transaction registered under the Securities Act. The 2021 Senior Notes were priced at 97.814% of par, resulting in a yield to maturity of 3.214%. Aptiv incurred approximately $17 million of issuance costs in connection with the 2021 Senior Notes. Interest on the 2021 Senior Notes is payable semi-annually on June 1 and December 1 of each year (commencing on June 1, 2022) to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date. On December 27, 2021, Aptiv PLC entered into a supplemental indenture to add AGFL as a joint and several co-issuer of the 2021 Senior Notes effective as of the date of issuance. The proceeds from the 2021 Senior Notes were primarily utilized to redeem $700 million of 4.15% senior unsecured notes due 2024 and $650 million of 4.25% senior unsecured notes due 2026.
On February 18, 2022, Aptiv PLC and Aptiv Corporation (together, the “Issuers”) issued $2.5 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $700 million of 2.396% senior unsecured notes due 2025 (the “2.396% Senior Notes”), $800 million of 3.25% senior unsecured notes due 2032 (the “3.25% Senior Notes”) and $1.0 billion of 4.15% senior unsecured notes due 2052 (the “4.15% Senior Notes”) (collectively, the “2022 Senior Notes”). The 2022 Senior Notes are guaranteed by AGFL. The 2.396% Senior Notes were priced at 100% of par, resulting in a yield to maturity of 2.396%, the 3.25% Senior Notes were priced at 99.600% of par, resulting in a yield to maturity of 3.297%, and the 4.15% Senior Notes were priced at 99.783% of par, resulting in a yield to
17


maturity of 4.163%. On or after February 18, 2023, the 2.396% Senior Notes may be optionally redeemed at a price equal to their principal amount plus accrued and unpaid interest thereon.
The proceeds from the 2022 Senior Notes are expected to fund a portion of the cash consideration payable in connection with the proposed acquisition of Wind River Systems, Inc. (“Wind River”). In the event that the Company does not consummate the acquisition of Wind River on or prior to July 10, 2023, or if prior to such date, the definitive agreement relating to the proposed acquisition is terminated, then the Issuers will redeem all of the 3.25% Senior Notes and 4.15% Senior Notes on the special mandatory redemption date (as defined below) at a redemption price equal to 101% of the principal amount of each of the 3.25% Senior Notes and 4.15% Senior Notes, plus accrued and unpaid interest from the date of initial issuance. The “special mandatory redemption date” means the earlier to occur of (1) July 10, 2023, if the acquisition of Wind River has not been completed on or prior to July 10, 2023, and (2) the fifth business day following the termination of the definitive agreement relating to the proposed acquisition for any reason. Refer to Note 17. Acquisitions and Divestitures for further information on this proposed acquisition.
Aptiv incurred approximately $22 million of issuance costs in connection with the 2022 Senior Notes. Interest on the 2.396% Senior Notes, 3.25% Senior Notes and 4.15% Senior Notes is payable semi-annually on February 18 and August 18 (commencing August 18, 2022), March 1 and September 1 (commencing September 1, 2022) and May 1 and November 1 (commencing May 1, 2022), respectively, of each year to holders of record at the close of business on February 3 or August 3, February 15 or August 15, April 15 or October 15, respectively, 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. In February 2022, Aptiv Corporation and AGFL were added as guarantors on each series of outstanding senior notes previously issued by Aptiv PLC. As of June 30, 2022, the Company was in compliance with the provisions of all series of the outstanding senior notes.
Other Financing
Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). 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 facility became effective on January 1, 2021 and has a term of three years, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the three year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month LIBOR plus 0.50%, with borrowings under either denomination carrying a minimum interest rate of 0.20%. As of June 30, 2022 and December 31, 2021, Aptiv had no amounts outstanding on the European accounts receivable factoring facility.
Finance leases and other—As of June 30, 2022 and December 31, 2021, approximately $19 million and $14 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 $75 million and $75 million for the six months ended June 30, 2022 and 2021, respectively.
Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $3 million and $3 million outstanding through other letter of credit facilities as of June 30, 2022 and December 31, 2021, 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 the former Delphi Corporation 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 five years after an involuntary or voluntary separation from Aptiv. The SERP is closed to new members.
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The amounts shown below reflect the defined benefit pension expense for the three and six months ended June 30, 2022 and 2021:
  Non-U.S. Plans U.S. Plans
  Three Months Ended June 30,
  2022 2021 2022 2021
  (in millions)
Service cost $ $ $ —  $ — 
Interest cost —  — 
Expected return on plan assets (5) (5) —  — 
Curtailment loss —  —  — 
Amortization of actuarial losses
Net periodic benefit cost $ $ 13  $ $
  Non-U.S. Plans U.S. Plans
  Six Months Ended June 30,
  2022 2021 2022 2021
  (in millions)
Service cost $ $ 10  $ —  $ — 
Interest cost 13  10  —  — 
Expected return on plan assets (10) (10) —  — 
Curtailment loss —  —  — 
Amortization of actuarial losses
Net periodic benefit cost $ 15  $ 23  $ $
Other postretirement benefit obligations were approximately $1 million and $1 million at June 30, 2022 and December 31, 2021, respectively.

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.
Matters Related to Global Supply Chain Disruptions
Due to various factors that are beyond our control, there are currently global supply chain disruptions, including a worldwide semiconductor supply shortage. The semiconductor supply shortage, due in part to increased demand across multiple industries, is impacting production in automotive and other industries. We anticipate these supply chain disruptions will persist throughout 2022 and likely continue into 2023. We, along with most automotive component manufacturers that use semiconductors, have been unable to fully meet the vehicle production demands of original equipment manufacturers (“OEMs”) because of events which are outside our control, including but not limited to, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events in the southwestern United States, and other extraordinary events. Although we are working closely with suppliers and customers to minimize any potential adverse impacts of these events, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs. While no assurances can be made as to the ultimate outcome of these customer expectations or any other future claims, we do not currently believe a loss is probable, and accordingly, no reserve has been made as of June 30, 2022. We will
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continue to actively monitor all direct and indirect potential impacts of these supply chain disruptions, and will seek to aggressively mitigate and minimize their impact on our business.
Brazil Matters
Aptiv conducts business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, health and safety, 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 June 30, 2022, 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 June 30, 2022, claims totaling approximately $105 million (using June 30, 2022 foreign currency rates) have been asserted against Aptiv in Brazil. As of June 30, 2022, the Company maintains accruals for these asserted claims of $20 million (using June 30, 2022 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 $85 million.
Environmental Matters
Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of June 30, 2022 and December 31, 2021, the undiscounted reserve for environmental investigation and remediation recorded in other liabilities was approximately $2 million and $4 million, 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 June 30, 2022, 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 future direct and indirect impacts of the ongoing volatile global economic conditions resulting from the COVID-19 pandemic, global supply chain disruptions and conflict between Ukraine and Russia are difficult to predict and may cause fluctuations in our expected results of operations 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.
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The Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2022 and 2021 were as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2022 2021 2022 2021
  (dollars in millions)
Income tax expense $ 16  $ 28  $ 37  $ 76 
Effective tax rate 100  % 11  % 19  % 12  %
The Company’s tax rate is affected by 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. For the three and six months ended June 30, 2022, the Company’s effective tax rate was impacted by impairments and other charges related to the Ukraine/Russia conflict for which no tax benefit was recognized.
The Company’s effective tax rate for the three and six months ended June 30, 2022 includes net discrete tax expenses of approximately $0 million and net discrete tax benefits of approximately $4 million, respectively, primarily related to net changes in accruals for unremitted earnings, provision to return adjustments and changes in reserves. The effective tax rate for the three and six months ended June 30, 2021 includes net discrete tax benefits of $3 million and $4 million, respectively, primarily related to changes in accruals for unremitted earnings, provision to return adjustments, changes in reserves and the impact of a tax rate change.
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 $121 million and $93 million for the six months ended June 30, 2022 and 2021, respectively.

12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
2020 Public Equity Offering
In June 2020, the Company completed the underwritten public offering of approximately 15.1 million ordinary shares at a price of $75.91 per share, resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million. Simultaneously, the Company completed the underwritten public offering of 11.5 million 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) with a liquidation preference of $100 per share (the “MCPS Offering”), resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million.
Each share of MCPS will mandatorily convert on the mandatory conversion date of June 15, 2023, into between 1.0754 and 1.3173 shares of the Company’s ordinary shares, subject to customary anti-dilution adjustments, and further adjustment if there are any accumulated and unpaid MCPS dividends at the conversion date. The number of the Company’s ordinary shares issuable upon conversion will be determined based on the volume-weighted average price per share of the Company’s ordinary shares over the 20 consecutive trading day period beginning on, and including the 21st scheduled trading day immediately before June 15, 2023. Subject to certain exceptions, at any time prior to June 15, 2023, holders of the MCPS may elect to convert each share into 1.0754 ordinary shares, subject to further anti-dilution adjustments. In the event of a fundamental change, the MCPS will convert at the fundamental change rates specified in the statement of rights, and the holders of the MCPS would be entitled to a fundamental change make-whole dividend.
Holders of the MCPS will be entitled to receive, when and if declared by the Company’s Board of Directors, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share (equivalent to $5.50 annually per share), payable in cash or, subject to certain limitations, by delivery of the Company’s ordinary shares or any combination of cash and the Company’s ordinary shares, at the Company’s election. If declared, dividends on the MCPS will be payable quarterly on March 15, June 15, September 15 and December 15 of each year (commencing on September 15, 2020 to, and including June 15, 2023), to the holders of record of the MCPS as they appear on the Company’s share register at the close of business on the immediately preceding March 1, June 1, September 1 or December 1, respectively.
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Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) 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 and if-converted methods. The if-converted method is used to determine if the impact of the conversion of the MCPS into ordinary shares is more dilutive than the MCPS dividends to net income (loss) per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the three and six months ended June 30, 2022, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such 12.37 million and 12.37 million ordinary shares underlying the MCPS, respectively, were excluded from the diluted net income (loss) per share calculation. For the three and six months ended June 30, 2021, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such 12.37 million and 12.37 million ordinary shares underlying the MCPS, respectively, were excluded from the diluted net income (loss) per share calculation. For the three months ended June 30, 2022, the impact of the Company’s shared-based compensation plans was anti-dilutive and an insignificant number of underlying ordinary shares were excluded from the diluted net income (loss) per share calculation. For all other periods presented, the calculation of net income (loss) per share also 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 (loss) per share attributable to ordinary shareholders and the weighted average shares outstanding used in calculating basic and diluted income (loss) per share:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
  (in millions, except per share data)
Numerator:
Net (loss) income attributable to ordinary shareholders $ (61) $ 147  $ 12  $ 426 
Denominator:
Weighted average ordinary shares outstanding, basic 270.93  270.49  270.86  270.40 
Dilutive shares related to restricted stock units —  0.57  0.25  0.70 
Weighted average ordinary shares outstanding, including dilutive shares 270.93  271.06  271.11  271.10 
Net (loss) income per share attributable to ordinary shareholders:
Basic $ (0.23) $ 0.54  $ 0.04  $ 1.58 
Diluted $ (0.23) $ 0.54  $ 0.04  $ 1.57 
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.
There were no shares repurchased during the three and six months ended June 30, 2022 and 2021.
As of June 30, 2022, approximately $13 million of share repurchases remained available under the April 2016 share repurchase program, which is in addition to the share repurchase program of up to $2.0 billion that was previously announced in January 2019. This program, which will commence following the completion of the April 2016 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. All previously 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.
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Preferred Dividends
The Company has declared and paid cash dividends per preferred share during the periods presented as follows:
Dividend Amount
Per Share (in millions)
2022:
Second quarter $ 1.375  $ 16 
First quarter 1.375  16 
Total $ 2.750  $ 32 
2021:
Fourth quarter $ 1.375  $ 16 
Third quarter 1.375  15 
Second quarter 1.375  16 
First quarter 1.375  16 
Total $ 5.500  $ 63 

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 and six months ended June 30, 2022 and 2021 are shown below:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(in millions)
Foreign currency translation adjustments:
Balance at beginning of period
$ (620) $ (536) $ (588) $ (445)
Aggregate adjustment for the period (1)
(183) 42  (215) (49)
Balance at end of period
(803) (494) (803) (494)
Gains (losses) on derivatives:
Balance at beginning of period
20  33  (17) 40 
Other comprehensive income before reclassifications (nil net tax effect for all periods presented) (87) 25  (39) 37 
Reclassification to income (nil net tax effect for all periods presented) (12) (20) (23) (39)
Balance at end of period (79) 38  (79) 38 
Pension and postretirement plans:
Balance at beginning of period (65) (133) (67) (140)
Other comprehensive income before reclassifications (net tax effect of ($2), $1, ($3), and ($1)) 15  18 
Reclassification to income (net tax effect of ($1), ($1), ($3) and ($2)) 12 
Balance at end of period (60) (110) (60) (110)
Accumulated other comprehensive loss, end of period $ (942) $ (566) $ (942) $ (566)
(1)Includes gains of $68 million and $97 million for the three and six months ended June 30, 2022, and losses of $19 million and gains of $44 million for the three and six months ended June 30, 2021, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.

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Reclassifications from accumulated other comprehensive income (loss) to income for the three and six months ended June 30, 2022 and 2021 were as follows:
Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income Components Three Months Ended June 30, Six Months Ended June 30, Affected Line Item in the Statements of Operations
2022 2021 2022 2021
(in millions)
Gains (losses) on derivatives:
Commodity derivatives $ $ 20  $ 20  $ 39  Cost of sales
Foreign currency derivatives —  —  Cost of sales
12  20  23  39  Income before income taxes
—  —  —  —  Income tax expense
12  20  23  39  Net (loss) income
—  —  —  —  Net (loss) income attributable to noncontrolling interest
$ 12  $ 20  $ 23  $ 39  Net (loss) income attributable to Aptiv
Pension and postretirement plans:
Actuarial losses $ (2) $ (4) $ (4) $ (9) Other (expense) income, net (1)
Curtailment loss —  (5) —  (5) Other (expense) income, net (1)
(2) (9) (4) (14) Income before income taxes
Income tax expense
(1) (8) (1) (12) Net (loss) income
—  —  —  —  Net (loss) income attributable to noncontrolling interest
$ (1) $ (8) $ (1) $ (12) Net (loss) income attributable to Aptiv
Total reclassifications for the period $ 11  $ 12  $ 22  $ 27 
(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.
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As of June 30, 2022, 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 129,297  pounds $ 530 
Foreign Currency Quantity Hedged Unit of Measure Notional Amount
(Approximate USD Equivalent)
  (in millions)
Mexican Peso 15,586  MXN $ 775 
Chinese Yuan Renminbi 3,154  RMB 470 
Euro 155  EUR 165 
Polish Zloty 633  PLN 140 
Hungarian Forint 22,457  HUF 60 
As of June 30, 2022, Aptiv has entered into derivative instruments to hedge cash flows extending out to June 2024.
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 June 30, 2022 were $43 million (approximately $43 million, net of tax). Of this total, approximately $26 million of losses are expected to be included in cost of sales within the next 12 months and approximately $17 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.
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 six months ended June 30, 2022 and 2021, the Company received $4 million and paid $9 million, respectively, at settlement related to this series of forward contracts which matured during the period. In June 2022, the Company entered into forward contracts with a total notional amount of 640 million RMB (approximately $95 million, using June 30, 2022 foreign currency rates), which mature in September 2022. 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 and six months ended June 30, 2022, $68 million and $97 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. During the three and six months ended June 30, 2021, $19 million of losses and $44 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. Included in accumulated OCI related to these net investment hedges were cumulative gains of $60 million and losses of $37 million as of June 30, 2022 and December 31, 2021, respectively.
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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 June 30, 2022 and December 31, 2021 are as follows:
  Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
  Balance Sheet Location June 30,
2022
Balance Sheet Location June 30,
2022
June 30,
2022
  (in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives Other current assets $ —  Accrued liabilities $ 32 
Foreign currency derivatives* Other current assets 15  Other current assets $ 10 
Foreign currency derivatives* Accrued liabilities 14  Accrued liabilities 20  (6)
Commodity derivatives Other long-term assets —  Other long-term liabilities 26 
Foreign currency derivatives* Other long-term assets Other long-term assets
Foreign currency derivatives* Other long-term liabilities Other long-term liabilities (3)
Total derivatives designated as hedges $ 38  $ 89 
  Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
  Balance Sheet Location December 31,
2021
Balance Sheet Location December 31,
2021
December 31,
2021
  (in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives Other current assets $ 27  Accrued liabilities $ — 
Foreign currency derivatives* Other current assets 15  Other current assets $
Foreign currency derivatives* Accrued liabilities Accrued liabilities 16  (11)
Commodity derivatives Other long-term assets Other long-term liabilities — 
Foreign currency derivatives* Other long-term assets Other long-term assets
Foreign currency derivatives* Other long-term liabilities Other long-term liabilities (7)
Derivatives designated as net investment hedges:
Foreign currency derivatives Other current assets —  Accrued liabilities
Total derivatives designated as hedges $ 52  $ 35 
Derivatives not designated:
Commodity derivatives Other current assets $ Accrued liabilities $ — 
Foreign currency derivatives* Accrued liabilities —  Accrued liabilities (1)
Total derivatives not designated as hedges $ $
*    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.
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The fair value of Aptiv’s derivative financial instruments was in a net liability position as of June 30, 2022 and a net asset position as of December 31, 2021.
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 and six months ended June 30, 2022 and 2021 is as follows:

Three Months Ended June 30, 2022 (Loss) Gain Recognized in OCI Gain Reclassified from OCI into Income
  (in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives $ (99) $
Foreign currency derivatives
Derivatives designated as net investment hedges:
Foreign currency derivatives — 
Total $ (87) $ 12 
  Loss Recognized in Income
(in millions)
Derivatives not designated:
Foreign currency derivatives $ (4)
Total $ (4)