Item 1.01. Entry into a Material Definitive Agreement

Pursuant to the previously announced offering of $1,500,000,000 aggregate principal amount of 3.100% Senior Notes due 2051 (the "Notes") to be issued by Aptiv PLC (the "Issuer"), the Issuer, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent, entered into a sixth supplemental indenture, dated as of November 23, 2021 (the "Supplemental Indenture") to the Senior Notes Indenture dated as of March 10, 2015 (as previously amended, supplemented or otherwise modified from time to time, the "Base Indenture" and together with the Supplemental Indenture, the "Indenture"), providing for the issuance of the Notes.

The Notes will bear interest at a fixed rate of 3.100% per annum, and interest will be payable on June 1 and December of each year, beginning June 1, 2022 until the maturity date of December 1, 2051. The Issuer may redeem the Notes at such times and at the redemption prices as provided for in the Indenture. The Indenture also contains certain covenants as set forth in the Indenture and requires the Issuer to offer to repurchase the Notes upon certain change of control events.

The description of the Indenture contained herein is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture (including the form of Notes) which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.




Item 8.01 Other Events.

On November 9, 2021, the Issuer entered into an underwriting agreement (the "Underwriting Agreement"), by and between the Issuer and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto (the "Underwriters"), pursuant to which the Issuer agreed to issue and sell to the Underwriters $1.5 billion aggregate principal amount of the Notes. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-258499) filed by the Issuer. Opinions of counsel for the Issuer are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



  1.1        Underwriting Agreement, dated as of November 9, 2021 by and between
           Aptiv PLC and the underwriters named therein.

  4.1        Senior Notes Indenture, dated as of March 10, 2015, among Aptiv PLC,
           the guarantors named therein, Wilmington Trust, National Association,
           as Trustee and Deutsche Bank Trust Company Americas, as Registrar,
           Paying Agent and Authenticating Agent (incorporated by reference to the
           Current Report on Form 8-K filed on March 10, 2015).

  4.2        Sixth Supplemental Indenture, dated as of November 23, 2021, among
           Aptiv PLC, Wilmington Trust, National Association, as Trustee, and
           Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and
           Authenticating Agent.

  5.1        Opinion of Davis Polk & Wardwell LLP with respect to the Notes.

  5.2        Opinion of Carey Olsen Jersey LLP with respect to certain matters of
           Jersey law.

  23.1       Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

  23.2       Consent of Carey Olsen Jersey LLP (included in Exhibit 5.2).

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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