10q10k10q10k.net

What changed in Aptiv's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Aptiv's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+472 added−382 removedSource: 10-K (2025-02-07) vs 10-K (2024-02-06)

Top changes in Aptiv's 2024 10-K

472 paragraphs added · 382 removed · 309 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+32 added−17 removed66 unchanged
Biggest changeWe have organized our business into two diversified segments, which enable us to develop technology solutions and manufacture highly-engineered products that enable our customers to respond to these mega-trends: • Signal and Power Solutions —This segment provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including engineered component products, connectors, wiring assemblies and harnesses, cable management, electrical centers and high voltage power and safety-critical data distribution systems.
Biggest changeWe have organized our business into two diversified segments, which enable us to develop technology solutions and manufacture highly-engineered products that enable our customers to respond to these mega-trends: • Advanced Safety and User Experience —This segment, which includes our Active Safety, User Experience and Smart Vehicle Compute and Software businesses, provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, cloud-native software platforms, application software, autonomous driving technologies and end-to-end DevOps tools. • Signal and Power Solutions —This segment, which includes our Engineered Components Group and Electrical Distribution Systems businesses, provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including engineered component products, connectors, wiring assemblies and harnesses, cable management, electrical centers and high voltage power and safety-critical data distribution systems.
Our Company We believe the automotive industry is being shaped by rapidly increasing consumer demand for new mobility solutions, advanced technologies, including software-defined vehicles, and vehicle connectivity, as well as increasing government regulation related to vehicle safety, fuel efficiency and emissions control.
Our Company We believe the automotive industry is being shaped by rapidly increasing consumer demand for new mobility solutions, advanced technologies, including software-defined vehicles, and vehicle connectivity, as well as government regulation related to vehicle safety, fuel efficiency and emissions control.
These changes to the production environment were primarily driven by the global supply chain disruptions that impacted the automotive industry at times during 2023 and previous years. We continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital.
These changes to the production environment were primarily driven by the global supply chain disruptions that impacted the automotive industry at times during previous years. We continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital.
Aptiv is committed to talent development and growing the next generation of leaders. Our established leadership programs provide our leaders with the tools to be effective today while preparing them for future challenges. Our people consistently complete formal leadership and management training to enhance their abilities.
Aptiv is committed to talent development and growing the next generation of leaders. Our established career and leadership programs provide our leaders with the tools to be effective today while preparing them for future challenges. Our people consistently complete formal leadership and management training to enhance their abilities.
Suppliers with global scale and strong design, engineering and manufacturing capabilities, are best positioned to benefit from this trend. OEMs are also increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs.
Suppliers with global scale and strong design, engineering and manufacturing capabilities, are best positioned to benefit from this trend. OEMs are also increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs and weight.
We design and manufacture vehicle components and provide electrical, electronic and active safety technology solutions to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.
We design and manufacture vehicle components and provide electrical, electronic and active safety technology to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.
As of December 31, 2023, we have not experienced any significant shortages of raw materials, however, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels.
As of December 31, 2024, we have not experienced any significant shortages of raw materials, however, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels.
Clark , 61, is chairman of Aptiv’s board of directors and chief executive officer (CEO) of the company. Mr. Clark was named president and CEO and became a member of the board in March 2015. Previously, Mr. Clark was chief operating officer (COO) from October 2014 to March 2015. Prior to the COO position, Mr.
Clark , 62, is chairman of Aptiv’s board of directors and chief executive officer (CEO) of the company. Mr. Clark was named president and CEO and became a member of the board in March 2015. Previously, Mr. Clark was chief operating officer (COO) from October 2014 to March 2015. Prior to the COO position, Mr.
Furthermore, the rapidly evolving nature of the markets in which we compete has attracted, and may continue to attract, new entrants, particularly in best cost countries such as China and 8 Table of Contents in areas of evolving vehicle technologies such as intelligent systems software, automated driving and mobility solutions, which has attracted competitors from outside the traditional automotive industry.
Furthermore, the rapidly evolving nature of the markets in which we compete has attracted, and may continue to attract, new entrants, particularly in best cost countries such as China and in areas of evolving vehicle technologies such as intelligent systems software, automated driving and mobility solutions, which has attracted competitors from outside the traditional automotive industry.
The dollar amount of such purchase order releases on hand and not processed at any point in time is not believed to be significant based upon the time frame involved. Materials We procure our raw materials from a variety of suppliers around the world.
The dollar amount of such purchase order releases on hand and not processed at any point in time is not believed to be significant based upon the time frame involved. 10 Table of Contents Materials We procure our raw materials from a variety of suppliers around the world.
Expenditures required to meet our environmental sustainability goals, which are described below, are included in our normal budgeting process. Decreasing our Carbon Footprint Aptiv has committed to the Science-Based Targets initiative (the “SBTi”) Business Ambition for 1.5℃ campaign, which requires greenhouse gas emissions to be net-zero across Aptiv’s value chain by 2050 at the latest.
Expenditures required to meet our environmental sustainability goals, which are described below, are included in our normal budgeting process. 12 Table of Contents Decreasing our Carbon Footprint Aptiv has committed to the Science-Based Targets initiative (the “SBTi”) Business Ambition for 1.5℃ campaign, which requires greenhouse gas emissions to be net-zero across Aptiv’s value chain by 2050 at the latest.
Although customer programs typically extend to future periods, and although there is an expectation that we will supply certain levels of OEM production during such future periods, customer agreements including applicable terms and conditions 9 Table of Contents do not necessarily constitute firm orders.
Although customer programs typically extend to future periods, and although there is an expectation that we will supply certain levels of OEM production during such future periods, customer agreements including applicable terms and conditions do not necessarily constitute firm orders.
We believe we are well-aligned with industry technology trends that will help to support sustainable future growth in this space and are collaborating with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.
We believe we are well-aligned with industry technology trends that will help to support sustainable future growth in this space and have partnered with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.
Our products provide the signal distribution and computing power backbone that supports increased vehicle content and electrification, reduced emissions, higher fuel economy and off-vehicle connectivity. • High quality connectors are engineered primarily for use in automotive and related markets, and also have applications in the industrial, telematics, aerospace, defense and medical sectors. • Electrical centers provide centralized electrical power and signal distribution and all of the associated circuit protection and switching devices, needed to support the optimization of the overall vehicle electrical system. • Distribution systems, including 48-volt hybrid and high voltage systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation (this product line makes up approximately 42%, 44% and 42% of our total revenue for the years ended December 31, 2023, 2022 and 2021, respectively).
Our products provide the signal distribution and computing power backbone that supports increased vehicle content and electrification, reduced emissions, higher fuel economy and off-vehicle connectivity. • Engineered Components Group consists of high quality connectors engineered primarily for use in automotive and related markets, which also have applications in the industrial, telematics, aerospace, defense and medical sectors, as well as Electrical Centers, which provide centralized electrical power and signal distribution and all of the associated circuit protection and switching devices needed to support the optimization of the overall vehicle electrical system. • Electrical Distribution Systems, including 48-volt hybrid and high voltage systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation (this product line makes up approximately 42%, 43% and 44% of our total revenue for the years ended December 31, 2024, 2023 and 2022, respectively).
Our ten largest customers accounted for approximately 54% of our total net sales for the year ended December 31, 2023, none of which individually exceeded 10%. Supply Relationships with Our Customers We typically supply products to our OEM customers through purchase orders, which are generally governed by general terms and conditions established by each OEM.
Our ten largest customers accounted for approximately 55% of our total net sales for the year ended December 31, 2024, none of which individually exceeded 10%. Supply Relationships with Our Customers We typically supply products to our OEM customers through purchase orders, which are generally governed by general terms and conditions established by each OEM.
Louissaint was president at Student Agencies, Inc. Benjamin Lyon , 44, is senior vice president and chief technology officer of Aptiv, effective December 2022.
Louissaint was president at Student Agencies, Inc. Benjamin Lyon , 45, is senior vice president and chief technology officer of Aptiv, effective December 2022.
Nothing on our website, including the aforementioned Sustainability Report, shall be deemed incorporated by reference into this Annual Report. 12 Table of Contents SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT The name, age (as of February 1, 2024), current positions and description of business experience of each of our executive officers are listed below.
Nothing on our website, including the aforementioned Sustainability Report, shall be deemed incorporated by reference into this Annual Report. 13 Table of Contents SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT The name, age (as of February 1, 2025), current positions and description of business experience of each of our executive officers are listed below.
In addition, in 2023 our products were found in 17 of the 20 top-selling vehicle models in the United States (“U.S.”), 16 of the 20 top-selling vehicle models in Europe and 12 of the 20 top-selling vehicle models in China.
In addition, in 2024 our products were found in 17 of the 20 top-selling vehicle models in the United States (“U.S.”), 17 of the 20 top-selling vehicle models in Europe and 12 of the 20 top-selling vehicle models in China.
We operate 138 major manufacturing facilities and 11 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries. We have a presence in 50 countries and have approximately 22,200 scientists, engineers and technicians focused on developing market relevant product solutions for our customers.
We operate 140 major manufacturing facilities and 11 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries. We have a presence in 49 countries and have approximately 21,200 scientists, engineers and technicians focused on developing market relevant product solutions for our customers.
For example, in the U.S., the Environmental Protection Agency (the “EPA”) proposed new rules in 2023 that could require as much as 67% of all light-duty vehicles and 46% of medium-duty vehicles sold in the U.S. by model year 2032 to be all-electric, and the California Air Resources 6 Table of Contents Board approved rules in 2022, which require that all new passenger cars and light trucks sold in California be electric vehicles or other emissions-free models by 2035.
For example, in the U.S., the Environmental Protection Agency (the “EPA”) proposed new rules in 2023 that could require as much as 67% of all light-duty vehicles and 46% of medium-duty vehicles sold in the U.S. by model year 2032 to be all-electric, and the California Air Resources Board approved rules in 2022, which require that all new passenger cars and light trucks sold in California be electric vehicles or other zero-emission models by 2035.
Societal benefits of increased vehicle automation include enhanced safety (resulting from collision avoidance and improved vehicle control), environmental improvements (a reduction in CO 2 emissions resulting from optimized driving behavior), labor cost savings and improved productivity (as a result of alternate uses for drive time).
Societal benefits of increased vehicle automation include enhanced safety (resulting from collision avoidance and improved vehicle control), environmental improvements (a reduction in CO 2 emissions resulting from optimized driving behavior), labor cost savings and improved productivity (as a result of alternate uses for drive time) and unlocking new software and data-driven services.
Standardization of Sourcing by OEMs Many OEMs have adopted global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability. As a result, OEMs select suppliers that have the capability to manufacture products on a worldwide basis as well as the flexibility to adapt to regional variations.
Standardization of Sourcing by OEMs Many OEMs are continuing to adopt global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability. As a result, OEMs are selecting suppliers that have the capability to manufacture products on a worldwide basis as well as the flexibility to adapt to regional variations.
Our standard safety management system is aligned with ISO 45001 and we are committed to ensuring all of our manufacturing sites are ISO 45001 certified by 2025. As of December 31, 2023, 80% of our sites are certified under this standard. 11 Table of Contents Commitment to Environmental Sustainability Sustainability has always been core to Aptiv’s business, values and culture.
Our standard safety management system is aligned with ISO 45001 and we are committed to ensuring all of our manufacturing sites are ISO 45001 certified by 2025. As of December 31, 2024, 85% of our sites are certified under this standard. Commitment to Environmental Sustainability Sustainability has always been core to Aptiv’s business, values and culture.
We are a leader in workplace safety as reflected in our lost time injury frequency rate of 0.120 cases per million hours worked and our lost workday case rate per 100 employees of 0.024 for the year ended December 31, 2023.
We are a leader in workplace safety as reflected in our lost time injury frequency rate of 0.132 cases per million hours worked and our lost workday case rate per 100 employees of 0.026 for the year ended December 31, 2024.
In March 2016, he was named senior vice president and chief financial officer and in September 2020, also assumed the role of senior vice president, business operations. Previously, Mr. Massaro was a managing director at Liberty Lane Partners from 2008 to 2010.
In September 2020, he also assumed the role of senior vice president, business operations, and in 2024, was elevated to vice chairman, business operations and chief financial officer. Previously, Mr. Massaro was a managing director at Liberty Lane Partners from 2008 to 2010.
This segment provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including connectors, wiring assemblies and harnesses, cable management, electrical centers and high voltage and safety-critical distribution systems.
Signal and Power Solutions . This segment provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including engineered component products, connectors, wiring assemblies and harnesses, cable management, electrical centers and high voltage and safety-critical distribution systems.
Our customer base includes the 25 largest automotive OEMs in the world, and in 2023, 28% of our net sales came from the Asia Pacific region, which we have identified as a key market likely to experience substantial long-term growth. Our ten largest platforms in 2023 5 Table of Contents were with six different OEMs.
Our customer base includes the 25 largest automotive OEMs in the world, and in 2024, 29% of our net sales came from the Asia Pacific region, which we have identified as a key market likely to experience substantial long-term growth. Our ten largest platforms in 2024 were with seven different OEMs.
This dedication to employee growth and development was demonstrated by more than half of our management role openings being filled through internal promotions in 2023. We manage succession planning as part of our monthly operating cadence and senior executive leadership succession plans are reviewed with the Board of Directors annually.
This dedication to employee growth and development was demonstrated by approximately 70% of our management role openings being filled through internal promotions in 2024. We manage succession planning as part of our monthly operating cadence and segment, technical, and senior executive leadership succession plans are reviewed with the CHRC, Innovation and Technology Committees, and our Board of Directors annually.
Growth opportunities in this space result from increased content, additional computing power and software requirements, solutions to simplify lifecycle management, enhanced connectivity systems and increased electrification and interconnects.
Growth opportunities in this space result from increased content, additional computing power and software requirements, solutions to enhance lifecycle management and connectivity, increased electrification and high-speed data interconnects.
Human Capital Resources As of December 31, 2023, we employed approximately 154,000 people; 31,000 salaried employees and 123,000 hourly employees. In addition, we maintain a contingent workforce of approximately 47,000 to accommodate fluctuations in customer demand. We are a global company serving every major worldwide market.
People As of December 31, 2024, we employed approximately 141,000 people; 31,000 salaried employees and 110,000 hourly employees. In addition, we maintain a contingent workforce of approximately 50,000 to accommodate fluctuations in customer demand. We are a global company serving every major worldwide market.
Overall, we expect long-term growth of global vehicle sales and production in the OEM market. In 2023, the industry experienced increased global customer sales and production schedules, despite various global uncertainties and global inflationary pressures.
Overall, we expect long-term growth of global vehicle sales and production in the OEM market. In 2024, the industry experienced decreased global customer sales and production schedules, and increased inventory levels, primarily driven by various global uncertainties and global inflationary pressures.
Ramundo , 56, is senior vice president, chief legal officer, chief compliance officer and secretary of Aptiv, effective March 2021. Prior to joining Aptiv, Ms. Ramundo was executive vice president, chief legal officer and secretary of Howmet Aerospace Inc.
She joined Aptiv as senior vice president, chief legal officer, chief compliance officer and secretary of Aptiv in March 2021, and was elevated to executive vice president in March 2024. Prior to joining Aptiv, Ms. Ramundo was executive vice president, chief legal officer and secretary of Howmet Aerospace Inc.
The technology content of vehicles continues to increase as consumers demand greater safety, personalization, infotainment, productivity and convenience while driving, which in turn leads to increasing demand for electrical architecture as a foundation for this content. Also with increased smart device usage in vehicles, driver distractions can be dramatically increased, which in turn results in greater risk of accidents.
The technology content of vehicles continues to increase as consumers demand greater safety, personalization, infotainment, productivity and convenience while driving, which in turn leads to increasing demand for electrical architecture as a foundation for this content.
To this end, we continually provide coaching and mentoring to our employees at all levels, as well as internal job opportunities including global rotations and stretch assignments to help our employees develop and grow their careers.
We continually strive to create and maintain an environment where innovation thrives and our employees are empowered to think and act like owners. To this end, we continually provide training, coaching and mentoring to our employees at all levels, as well as internal job opportunities including global rotations and stretch assignments to help our employees develop and grow their careers.
In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through 2024 and beyond. Based on the current regulatory environment, we believe that OEMs, including those in the U.S. and China, will be subject to requirements for even greater reductions in carbon dioxide (“CO 2 ”) emissions over the next ten years.
Based on the current regulatory environment, we believe that OEMs, including those in the U.S., the European Union (the “E.U.”) and China, will be subject to requirements for even greater reductions in carbon dioxide (“CO 2 ”) emissions over the next ten years.
Global automotive vehicle production increased 9% (10% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from 2022 to 2023, reflecting increased vehicle production of 13% in Europe, 10% in China, 9% in North America and flat production in South America, our smallest region.
Global automotive vehicle production decreased 1% (3% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from 2023 to 2024, reflecting 6 Table of Contents vehicle production declines of 5% in Europe and 2% in North America, partially offset by increased production of 4% in China and 3% in South America, our smallest region.
Refer to Results of Operations by Segment in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 22. Segment Reporting to the audited consolidated financial statements for financial information about our business segments. Our business is diversified across end-markets, regions, customers, vehicle platforms and products.
Segment Reporting to the audited consolidated financial statements for financial information about our business segments. Our business is diversified across end-markets, regions, customers, vehicle platforms and products.
Prior to the merger with Thermo Electron, he also served as vice president and corporate controller of Fisher Scientific and held several other senior finance positions. Allan J. Brazier , 57, is vice president and chief accounting officer of Aptiv, a position he has held since February 2011. Mr.
Prior to the merger with Thermo Electron, he also served as vice president and corporate controller of Fisher Scientific and held several other senior finance positions. Katherine H. Ramundo , 57, is executive vice president, chief legal officer, chief compliance officer and secretary of Aptiv.
We are also continuing to develop market-leading automated driving solutions such as automated driving software, key active safety sensing and compute technologies capable of supporting safety-critical applications.
We are also continuing to develop market-leading automated driving solutions such as automated driving software, sensing and perception technologies enhanced through artificial intelligence and machine learning, as well as the underlying architecture technologies capable of supporting safety-critical applications.
We expect automated driving technologies will provide strong societal benefit as well as the opportunity for long-term growth for our product offerings in this space, including new potential customers such as mobility providers and smart cities that require solutions to increasing urban mobility challenges.
Intelligent, software-defined solutions, such as increasingly capable automated driving technologies, will provide strong societal benefit as well as the opportunity for long-term growth for our product offerings, including new potential customers such as mobility providers, telecommunications network operators and smart cities.
As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers. Suppliers that can provide fully engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.
As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers.
Clark served as Fisher-Scientific’s corporate controller and treasurer. Joseph R. Massaro , 54, is Aptiv’s chief financial officer and senior vice president, business operations. Mr. Massaro joined the Company in October 2013 as vice president, Internal Audit, and in September 2014 was appointed to the position of vice president, corporate controller.
Massaro joined the Company in October 2013 as vice president, Internal Audit, and in September 2014 was appointed to the position of vice president, corporate controller. In March 2016, he was named senior vice president and chief financial officer.
We routinely host culture training workshops to help newly appointed managers understand Aptiv’s values and behaviors to become better leaders. Additionally, we conduct regular employee feedback surveys to ensure our employees have the opportunity to be heard and to measure engagement, which includes assessing each employee’s commitment to our company’s goals and the overall employee experience at Aptiv.
We routinely provide training to provide managers and employees with the skills and capabilities that will lead Aptiv into the future. Additionally, we conduct regular employee feedback surveys to ensure our employees have the opportunity to be heard and to measure engagement, which includes assessing each employee’s commitment to our company’s goals and the overall employee experience.
Lyon served as senior director – Special Projects Group at Apple Inc. from April 2014 to February 2021. Mr. Lyon joined Apple in 1999, and while there, held several positions of increasing responsibility. William T.
Lyon served as senior director – Special Projects Group at Apple Inc. from April 2014 to February 2021. Mr. Lyon joined Apple in 1999, and while there, held several positions of increasing responsibility. 14 Table of Contents Joseph R. Massaro , 55, is Aptiv’s vice chairman, Engineered Components Group, a position he has held from November 2024. Mr.
Connected . The third mega-trend, “Connected,” represents technologies designed to seamlessly integrate today’s highly complex vehicles into the electronic operating environment, and provide drivers with connectivity to the global information network.
We are also enabling the trend towards vehicle electrification with high voltage electrification solutions that reduce CO 2 emissions and increase fuel economy, helping to make the world greener. Connected . The third mega-trend, “Connected,” represents technologies designed to seamlessly integrate today’s highly complex vehicles into the electronic operating environment, and provide drivers with connectivity to the global information network.
She began her career as a litigator, practicing at major New York-based law firms, including Cravath, Swaine & Moore, and Sidley Austin. Sophia M. Velastegui , 48, is senior vice president and chief product officer of Aptiv, effective February 2022.
She began her career as a litigator, practicing at major New York-based law firms, including Cravath, Swaine & Moore and Sidley Austin. 15 Table of Contents
In 2021, the EPA also finalized more stringent GHG emissions standards for passenger car and light trucks for model years 2023-2026. These and other standards will require meaningful innovation as OEMs and suppliers are challenged to find ways to improve engine management, electrical power consumption, vehicle weight and integration of electric vehicles and alternative technologies.
These and other standards will require meaningful innovation as OEMs and suppliers are challenged to find ways to improve engine management, electrical power consumption, vehicle weight and integration of electric vehicles and alternative technologies. As a result, suppliers are developing innovations that result in significant improvements in fuel economy, emissions and performance for internal combustion engine vehicles.
(a subsidiary of Koch Industries, Inc.) • Sumitomo Electric Industries • TE Connectivity, Ltd. • Yazaki Corporation Advanced Safety and User Experience • Bosch Group • Continental AG • Denso Corporation • Harman International (a subsidiary of Samsung Electronics) • Hyundai Mobis • LG Electronics • Magna International • Panasonic Corporation • Valeo • Visteon Corporation • ZF Friedrichshafen AG Customers We sell our products and services to the major global OEMs in every region of the world.
In addition, our customers generally require that we demonstrate improved efficiencies, through cost reductions and/or price improvement, on a year-over-year basis. 9 Table of Contents Our key competitors in each of our operating segments include but are not limited to: Segment Competitors Signal and Power Solutions • Amphenol Corporation • Draexlmaier Group • Lear Corporation • Luxshare Precision Industry Co., Ltd. • Molex, LLC (a subsidiary of Koch, Inc.) • Sumitomo Electric Industries, Ltd. • TE Connectivity plc • Yazaki Corporation Advanced Safety and User Experience • Bosch Group • Continental AG • Denso Corporation • Harman International (a subsidiary of Samsung Electronics) • Hyundai Mobis • LG Electronics • Magna International, Inc. • Panasonic Corporation • Valeo • Visteon Corporation • ZF Friedrichshafen AG Customers We sell our products and services to the major global OEMs in every region of the world.
He began his career at Ford Motor Company in 1992. Obed D. Louissaint , 44, is senior vice president and chief people officer of Aptiv, effective January 2023. He joined Aptiv from IBM, where he was most recently senior vice president, Transformation and Culture from August 2020 through December 2022.
Louissaint , 45, is Aptiv’s executive vice president and chief people officer. He joined Aptiv as senior vice president in January 2023 and was elevated to executive vice president in March 2024. He joined Aptiv from IBM, where he was senior vice president, Transformation and Culture from August 2020 through December 2022.
Convergence of Safe, Green and Connected Solutions in New Mobility and Autonomous Driving Technologies The combination of advanced technologies being developed within these mega-trends is also contributing to increasing industry development of autonomous driving technologies, leading to a fully automated driving experience.
Convergence of Safe, Green and Connected Solutions The combination of advanced technologies being developed within these mega-trends is contributing to the digital transformation across mission-critical industries.
Leveraging our employees’ diverse backgrounds and experiences allows us to make better decisions and supports stronger performance. Our Board of Directors reviews Aptiv’s talent evolution, inclusion and diversity efforts annually, and our Compensation & Human Resources Committee reviews employee retention, attrition and pay equity on a continual basis.
Our Board of Directors reviews Aptiv’s talent strategy, and our Compensation & Human Resources Committee (“CHRC”) reviews employee retention, attrition and pay equity on a continual basis.
Brazier joined the Company in June 2005 as senior manager of technical accounting and reporting, and prior to his current role served as assistant controller of technical accounting and reporting. Prior to joining Aptiv, Mr. Brazier was employed for seventeen years in financial roles of increasing responsibility at various companies. Mr.
Brazier , 58, is vice president and chief accounting officer of Aptiv, a position he has held since February 2011. Mr. Brazier joined the Company in June 2005 as senior manager of technical accounting and reporting, and prior to his current role served as assistant controller of technical accounting and reporting. Prior to joining Aptiv, Mr.
We are developing key enabling technologies in the areas of vehicle charging and vehicle power distribution and control that are essential to the introduction of our customers’ electrified vehicle platforms. We are also enabling the trend towards vehicle electrification with high voltage electrification solutions that reduce CO 2 emissions and increase fuel economy, helping to make the world greener.
At the same time, suppliers are also developing and marketing new and alternative technologies that support electric vehicles, hybrid vehicles and fuel cell products to improve fuel economy and emissions. We are developing key enabling technologies in the areas of vehicle charging and vehicle power distribution and control that are essential to the introduction of our customers’ electrified vehicle platforms.
Our culture is based on a set of distinct values and behaviors that guide us to always do the right thing, the right way. Culture is a central pillar in our business and helps to drive consistent leadership behavior across our businesses.
Our culture is based on a set of distinct values and behaviors that guide us to always do the right thing, the right way. At Aptiv, we value each individual’s perspective and we foster an environment of respect and inclusion.
This strategy includes disciplined investing in our business to grow and enhance our product offerings, strategically focusing our portfolio in high-technology, high-growth spaces in order to meet consumer preferences and leveraging an industry-leading cost structure to expand our operating margins. Website Access to Company’s Reports Aptiv’s website address is aptiv.com .
This strategy includes disciplined investing in our business to grow and enhance our product offerings, strategically focusing our portfolio in high-technology, high-growth spaces in order to meet consumer preferences and leveraging an industry-leading cost structure to expand our operating margins. 5 Table of Contents Planned Spin-off of Electrical Distribution Systems Business On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business through a transaction expected to be treated as a tax-free spin-off to Aptiv’s shareholders.
Presley , 54, is senior vice president and chief operating officer of Aptiv, a position he has held since December 2022, and president, Signal and Power Solutions, a position he has held since September 2020. Mr. Presley joined Aptiv in January 2019 as president of the Electrical Distribution Systems business unit. Prior to joining Aptiv, he was at Lear Corporation.
Liotine , 52, is executive vice president, Electrical Distribution Systems, a position he has held since November 2024. Mr. Liotine joined Aptiv in April 2024 as president, Signal and Power Solutions. Prior to joining Aptiv, Mr.
As of December 31, 2023 our workforce is distributed as follows: • 53% in North America, with our largest presence in Mexico; • 31% in the Europe, Middle East and Africa region, with our largest presence in Morocco and Serbia; • 12% in the Asia Pacific region, with our largest presence in China and India; and • 4% in South America, with our largest presence in Brazil. 10 Table of Contents Certain of our employees are represented worldwide by numerous unions and works councils, including the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers - Communications Workers of America, IG Metall and the Confederacion De Trabajadores Mexicanos.
As of December 31, 2024 our workforce is distributed as follows: • 51% in North America, with our largest presence in Mexico; • 31% in the Europe, Middle East and Africa region, with our largest presence in Morocco and Serbia; • 14% in the Asia Pacific region, with our largest presence in China and India; and • 4% in South America, with our largest presence in Brazil.
A key accomplishment in 2023 included achieving gender pay equity among comparable roles globally. Health and Safety We prioritize the health, safety and well-being of all our employees by focusing on prevention, training, auditing and risk mitigation in our manufacturing plants, technical centers and offices.
Accordingly, senior executives and leaders throughout the Company commit time, resources and attention to ensure our culture continues to differentiate Aptiv as a great place to work. Health and Safety We prioritize the health, safety and well-being of all our employees by focusing on prevention, training, auditing and risk mitigation in our manufacturing plants, technical centers and offices.
The Company’s ordinary shares are publicly traded on the New York Stock Exchange under the symbol “APTV.” 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.
Aptiv is a global technology company focused on making the world safer, greener and more connected. We deliver end-to-end mobility solutions, enabling our customers’ transition to a more electrified, software-defined future.
Shorter Product Development Cycles As a result of government regulations and customer preferences, OEMs are requiring suppliers to respond faster with new designs and product innovations. While these trends are more prevalent in mature markets, certain key growth markets are advancing rapidly towards the regulatory standards and consumer preferences of the more mature markets.
While these trends are more prevalent in mature markets, certain key growth markets are advancing rapidly towards the regulatory standards and consumer preferences of the more mature markets. Suppliers with strong technologies, robust global engineering and development capabilities will be best positioned to meet OEM demands for rapid innovation.
Aptiv participates in, and sponsors, numerous outreach programs around the world, which seek to promote and recruit talented and diverse candidates into science, technology, engineering and mathematical (STEM) fields. As of December 31, 2023, the percentage of our global workforce represented by women was approximately 49% and the percentage of management represented by women was 26%.
Aptiv participates in, and sponsors numerous outreach programs around the world, which seek to promote and recruit the next generation of talent into science, technology, engineering and mathematical (STEM) fields. Leveraging our employees’ diverse backgrounds and experiences allows us to make better decisions and supports stronger performance.
During 2023, 90% of our salaried employees responded to these surveys and our employee net promoter score increased by 8 points as compared to the previous cycle. Our management team actively utilizes feedback at all levels of our organization to continually improve how we engage with our people and improve our operations.
Our management team actively utilizes feedback at all levels of our organization to continually improve how we engage with our people and improve our operations. We recognize that sustaining a leadership culture requires continual focus and attention.
Brazier is a Certified Public Accountant and began his career with the international public accounting firm of KPMG. Matthew M. Cole , 54, is senior vice president of Aptiv and president of Advanced Safety and User Experience, effective January 2023. He joined Aptiv from Tech Transformations, where he was president and business leader from September 2021 until January 2023.
Brazier was employed for seventeen years in financial roles of increasing responsibility at various companies. Mr. Brazier is a Certified Public Accountant and began his career with the international public accounting firm of KPMG. Javed Khan , 52, is president of Software and Advanced Safety and User Experience, a position he has held since August 2024.
These industry mega-trends, which we refer to as “Safe,” “Green” and “Connected,” are driving higher growth in products that address these trends than growth in the automotive industry overall.
More broadly, the “Safe,” “Green” and “Connected” mega-trends are expected to drive higher growth for our products than the underlying markets they serve.
Removed
ITEM 1. BUSINESS “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.
Added
BUSINESS In December 2024, Old Aptiv (as defined below), a public limited company formed under the laws of Jersey on May 19, 2011, completed its previously announced reorganization transaction (the “Transaction,” or the “reorganization transaction”), in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purposes in Switzerland.
Removed
Our products provide the signal distribution and computing power backbone that supports increased vehicle content and electrification, reduced emissions, higher fuel economy and off-vehicle connectivity. • Advanced Safety and User Experience —This segment provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, cloud-native software platforms, application software, autonomous driving technologies and end-to-end DevOps tools.
Added
As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for newly issued ordinary shares of New Aptiv.
Removed
As a result, suppliers are developing innovations that result in significant improvements in fuel economy, emissions and performance from internal combustion engines and electric vehicles. At the same time, suppliers are also developing and marketing new and alternative technologies that support electric vehicles, hybrid vehicles and fuel cell products to improve fuel economy and emissions.
Added
Following consummation of the Transaction, holders of Old Aptiv shares became ordinary shareholders of New Aptiv, Old Aptiv became a wholly-owned subsidiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” The previous publicly-listed Jersey parent company, which was an Irish tax resident, is referred to as “Old Aptiv” throughout this Annual Report on Form 10-K.
Removed
Motional began testing fully driverless systems in 2020 and began testing a production-ready autonomous driving platform available for robotaxi providers, meal delivery providers, fleet operators and automotive manufacturers at prototype scale in 7 Table of Contents 2022, with initial production deployments in the fourth quarter of 2023 and commercial launch planned in the first half of 2024.
Added
New Aptiv’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “APTV,” the same symbol under which the Old Aptiv shares were previously listed. Aptiv PLC remains a public limited company incorporated under the laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission reporting requirements.
Removed
In addition, Motional is involved in collaborative arrangements with mobility providers and with smart cities such as Boston, Las Vegas, Los Angeles and Singapore as solutions are developed for the evolving nature of the mobility industry.
Added
In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings Limited (“Aptiv Swiss Holdings”), a newly formed Jersey incorporated private limited company, and a direct, wholly-owned subsidiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old Aptiv ceasing to exist.
Removed
To guide our product strategies and investments in technology with a focus on developing advanced technologies to drive growth within the Safe, Green and Connected mega-trends, we utilize and benefit from our Technology Advisory Council, a panel of prominent global technology thought leaders.
Added
Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in Aptiv Swiss Holdings, and all debts, liabilities and duties of Old Aptiv became debts, liabilities and duties of Aptiv Swiss Holdings.
Removed
Suppliers with strong technologies, robust global engineering and development capabilities will be best positioned to meet OEM demands for rapid innovation. Products Our organizational structure and management reporting support the management of these core product lines: Signal and Power Solutions .
Added
In connection with the Transaction, New Aptiv assumed Old Aptiv’s Long-Term Incentive Plans and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to each Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under each Credit Agreement as the “parent entity” thereunder.
Removed
In addition, our customers generally require that we demonstrate improved efficiencies, through cost reductions and/or price improvement, on a year-over-year basis. Our competitors in each of our operating segments are as follows: Segment Competitors Signal and Power Solutions • Amphenol Corporation • Draexlmaier Group • Lear Corporation • Leoni AG • Molex Inc.
Added
In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to each Credit Agreement in which New Aptiv guaranteed the obligations under each Credit Agreement.

… 33 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

52 edited+24 added−10 removed180 unchanged
Biggest changeAdditionally, the government of Mexico has indicated it may implement other labor reforms, such as a bill to shorten the work week from 48 to 40 hours. While management has implemented measures to mitigate the impact of these labor reforms on our cost structure, we cannot predict the ultimate future impact on our business.
Biggest changeFor instance, effective January 1, 2024 and January 1, 2025, the government of Mexico implemented country-wide statutory minimum wage increases of 20% and 12%, respectively. Additionally, the government of Mexico has indicated it may implement other labor reforms, such as a bill to shorten the work week from 48 to 40 hours.
Any supply-chain disruption, however small, could potentially cause the complete shutdown of an assembly line of one of our customers, and any such shutdown that is due to causes that are within our control could expose us to material claims of compensation.
Any global supply chain disruption, however small, could potentially cause the complete shutdown of an assembly line of one of our customers, and any such shutdown that is due to causes that are within our control could expose us to material claims of compensation.
Furthermore, if the expected benefits of an acquisition do not meet the expectations of investors or securities analysts, the market price of our ordinary shares prior to the closing of the acquisition may decline. 23 Table of Contents We face risks related to cybersecurity for both our infrastructure and products and any cybersecurity breach or failure of one or more key information technology systems, or those of third-parties with which we do business could have a material adverse impact on our business or reputation.
Furthermore, if the expected benefits of an acquisition do not meet the expectations of investors or securities analysts, the market price of our ordinary shares prior to the closing of the acquisition may decline. 24 Table of Contents We face risks related to cybersecurity for both our infrastructure and products and any cybersecurity breach or failure of one or more key information technology systems, or those of third-parties with which we do business could have a material adverse impact on our business or reputation.
Although we engage in extensive product quality programs and processes, these may not be sufficient to avoid product failures, which could cause us to: • lose net revenue; • incur increased costs such as warranty expense and costs associated with customer support; • experience delays, cancellations or rescheduling of orders for our products; • experience increased product returns or discounts; or 24 Table of Contents • damage our reputation, all of which could negatively affect our financial condition and results of operations.
Although we engage in extensive product quality programs and processes, these may not be sufficient to avoid product failures, which could cause us to: • lose net revenue; • incur increased costs such as warranty expense and costs associated with customer support; • experience delays, cancellations or rescheduling of orders for our products; • experience increased product returns or discounts; or 25 Table of Contents • damage our reputation, all of which could negatively affect our financial condition and results of operations.
Accordingly, significant changes in currency exchange rates, particularly the Euro and Chinese Yuan (Renminbi), could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations. Price increases caused by currency exchange rate fluctuations may make our products less competitive or have an adverse effect on our margins.
Accordingly, significant changes in currency exchange rates, particularly the Euro, Chinese Yuan (Renminbi) and Mexican Peso, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations. Price increases caused by currency exchange rate fluctuations may make our products less competitive or have an adverse effect on our margins.
We also could be named as a potentially responsible party at additional sites in the future and the costs associated with such future sites may be material. 25 Table of Contents Environmental laws and regulations are complex, change frequently and have tended to become more stringent over time.
We also could be named as a potentially responsible party at additional sites in the future and the costs associated with such future sites may be material. 26 Table of Contents Environmental laws and regulations are complex, change frequently and have tended to become more stringent over time.
If we are unable to deepen existing and develop additional customer relationships in the Asia Pacific region, or if we are unable to develop and introduce market-relevant advanced driver assistance or autonomous driving technologies, we may not only fail to realize expected rates of return on our existing investments, but we may incur losses on such investments and be unable to timely 17 Table of Contents redeploy the invested capital to take advantage of other markets or product categories, potentially resulting in lost market share to our competitors.
If we are unable to deepen existing and develop additional customer relationships in the Asia Pacific region, or if we are unable to develop and introduce market-relevant advanced driver assistance or autonomous driving technologies, we may not only fail to realize expected rates of return on our existing investments, but we may incur losses on such investments and be unable to timely redeploy the invested capital to take advantage of other markets or product categories, potentially resulting in lost market share to our competitors.
In addition, the conflict between Ukraine and Russia, which began in February 2022, has had, and is expected to continue to have, negative economic impacts to both countries and to the European and global economies. In response to the conflict, the European Union (“the E.U.”), the U.S. and other nations implemented broad economic sanctions against Russia.
Furthermore, the conflict between Ukraine and Russia, which began in February 2022, has had, and is expected to continue to have, negative economic impacts to both countries and to the European and global economies. In response to the conflict, the European Union (“the E.U.”), the U.S. and other nations implemented broad economic sanctions against Russia.
Declines in the market share or business of our five largest customers may adversely impact our revenues and profitability. Our five largest customers accounted for approximately 40% of our total net sales for the year ended December 31, 2023. Accordingly, our revenues may be adversely affected by decreases in any of their businesses or market share.
Declines in the market share or business of our five largest customers may adversely impact our revenues and profitability. Our five largest customers accounted for approximately 40% of our total net sales for the year ended December 31, 2024. Accordingly, our revenues may be adversely affected by decreases in any of their businesses or market share.
Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory rates and changes in tax laws, or their interpretation, including the Organisation for Economic Co-operation’s (“OECD”) Pillar Two Directive, and changes related to tax holidays or tax incentives.
Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory rates and changes in tax laws, or their interpretation, including the Organisation for Economic Co-operation’s (“OECD”) Pillar Two Framework, and changes related to tax holidays or tax incentives.
While we believe that we have complied with all applicable tax laws, there can be no assurance that a taxing authority will not have a different 26 Table of Contents interpretation of the law and assess us with additional taxes.
While we believe that we have complied with all applicable tax laws, there can be no assurance that a taxing authority will not have a different 27 Table of Contents interpretation of the law and assess us with additional taxes.
We will continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital. 15 Table of Contents Public health crises and other global health pandemics, epidemics and disease outbreaks and the measures taken in response thereto could adversely impact our business, financial condition, results of operations and cash flows.
We will continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital. Public health crises and other global health pandemics, epidemics and disease outbreaks and the measures taken in response thereto could adversely impact our business, financial condition, results of operations and cash flows.
While we have environmental reserves of approximately $4 million at December 31, 2023 for the cleanup of presently-known environmental contamination conditions, it cannot be guaranteed that actual costs will not significantly exceed these reserves.
While we have environmental reserves of approximately $4 million at December 31, 2024 for the cleanup of presently-known environmental contamination conditions, it cannot be guaranteed that actual costs will not significantly exceed these reserves.
For example, while we have identified high voltage electrification systems as a key product market, certain of our OEM customers have recently announced delays in their electric vehicle investment strategies amidst reduced expectations for future consumer demand for these products, which could adversely impact the growth of this product market within our business.
For example, while we have identified high voltage electrification systems as a key product market, certain of our OEM customers have recently announced delays in their electric vehicle investment strategies amidst reduced expectations for future consumer demand for these products, which could adversely impact the growth of this product market 17 Table of Contents within our business.
For example, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.
In addition, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.
As a result of changes impacting our customers, sales mix can shift which may have either favorable or unfavorable impacts on our revenues and would include shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer 16 Table of Contents demand related to vehicle segment purchases and content penetration.
As a result of changes impacting our customers, sales mix can shift which may have either favorable or unfavorable impacts on our revenues and would include shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer demand related to vehicle segment purchases and content penetration.
Therefore, a significant decrease in demand for certain key models or group of related models sold by any of our major customers or the 19 Table of Contents ability of a manufacturer to re-source and discontinue purchasing from us, for a particular model or group of models, could have a material adverse effect on us.
Therefore, a significant decrease in demand for certain key models or group of related models sold by any of our major customers or the ability of a manufacturer to re-source and discontinue purchasing from us, for a particular model or group of models, could have a material adverse effect on us.
Significant increases in labor costs as a result of the renegotiation of collective bargaining agreements could also adversely affect our business and harm our profitability. 21 Table of Contents We are exposed to foreign currency fluctuations as a result of our substantial global operations, which may affect our financial results.
Significant increases in labor costs as a result of the renegotiation of collective bargaining agreements could also adversely affect our business and harm our profitability. We are exposed to foreign currency fluctuations as a result of our substantial global operations, which may affect our financial results.
A shift in regional sales demand toward certain markets could favorably impact the sales of those of our customers that have a large market share in those regions, which in turn would be expected to have a favorable impact on our revenue. The mix of vehicle offerings by our OEM customers also impacts our sales.
A shift in regional sales demand toward certain markets could impact the sales of our customers that have a large market share in those regions, which in turn would be expected to impact our revenue. The mix of vehicle offerings by our OEM customers also impacts our sales.
As a result of the conflict, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment charges of $11 million during the year ended December 31, 2023. These charges were recorded within cost of sales in the statement of operations.
As a result of the conflict, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment charges of $11 million during the year ended December 31, 2023. These charges were recorded within cost of sales in the consolidated statements of operations.
If we or any of our collaborative partners terminate a collaborative arrangement, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results.
If we or any of our collaborative partners terminate a 19 Table of Contents collaborative arrangement, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results.
See Item 1. Supply Relationships with Our Customers for a detailed discussion of our supply agreements with our customers. Adverse developments affecting one or more of our suppliers could harm our profitability. Any significant disruption in our supplier relationships, particularly relationships with sole-source suppliers, could harm our profitability.
See Item 1. Supply Relationships with Our Customers for a detailed discussion of our supply agreements with our customers. 20 Table of Contents Adverse developments affecting one or more of our suppliers could harm our profitability. Any significant disruption in our supplier relationships, particularly relationships with sole-source suppliers, could harm our profitability.
This excess capacity means we incur increased fixed costs in our products relative to the net revenue we generate, which could have an adverse effect on our results of operations, particularly during economic downturns.
This excess capacity means we incur increased fixed costs in our products relative to the net revenue we generate, which could have an adverse effect on our results of operations, 21 Table of Contents particularly during economic downturns.
Our future growth is dependent on our making the right investments at the right time to support product development and manufacturing capacity in geographic areas where we can support our customer base and in product areas of evolving vehicle technologies.
Our future growth is dependent on our making the right investments at the right time to support product development and manufacturing capacity in geographic areas where we can support our customer base and in product areas of evolving vehicle 18 Table of Contents technologies.
Certain of our non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by $104 million as of December 31, 2023.
Certain of our non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by $75 million as of December 31, 2024.
For instance, the worldwide semiconductor shortage adversely impacted the automotive industry in recent years resulting in reduced vehicle production schedules and sales from historical levels, which adversely impacted our financial condition, operating results and 18 Table of Contents cash flows for portions of the years ended December 31, 2023, 2022 and 2021.
For instance, the worldwide semiconductor shortage adversely impacted the automotive industry in recent years resulting in reduced vehicle production schedules and sales from historical levels, which adversely impacted our financial condition, operating results and cash flows for portions of the years ended December 31, 2023 and 2022.
For the year ended December 31, 2023, approximately 65% of our net revenue came from sales outside the U.S.
For the year ended December 31, 2024, approximately 65% of our net revenue came from sales outside the U.S.
In addition, certain United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) represented employees at General Motors (“GM”), Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”) initiated labor strikes in September 2023, lasting more than six weeks in duration.
In addition, certain United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) represented employees at GM, Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”) initiated labor strikes in September 2023, lasting more than six weeks in duration.
However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 34% of our net sales for the year ended December 31, 2023.
However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 33% of our net sales for the year ended December 31, 2024.
Approximately 65% of our net revenue for the year ended December 31, 2023 came from sales outside the U.S., which were primarily invoiced in currencies other than the U.S. dollar, and we expect net revenue from non-U.S. markets to continue to represent a significant portion of our net revenue.
Approximately 65% of our net revenue for the year ended December 31, 2024 came from sales 22 Table of Contents outside the U.S., which were primarily invoiced in currencies other than the U.S. dollar, and we expect net revenue from non-U.S. markets to continue to represent a significant portion of our net revenue.
Our ability to predict and respond to future changes resulting from potential health crises is uncertain as are the ultimate potential impacts on our business. In 2023, our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from any public health crises.
Our ability 16 Table of Contents to predict and respond to future changes resulting from potential health crises is uncertain as are the ultimate potential impacts on our business. In 2023 and 2024, our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from any public health crises.
For instance, the outbreak of armed conflicts in the Middle East beginning in October 2023 has created numerous uncertainties, including the risk that the conflicts spread to the broader region, and their impact on the global economy and supply chains.
In addition, the outbreak of armed conflicts in the Middle East beginning in October 2023 has created numerous uncertainties, including the risk that the conflicts spread throughout the broader region, and their impact on the global economy and supply chains.
However, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, 2023 and 2022.
However, as a result of our customers’ recent production volatility and cancellations, among other things, our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, 2024 and 2023.
Competition is based primarily on price, technology, quality, delivery and overall customer service. There can be no assurance that our products will be able to compete successfully with the products of our competitors.
The global automotive technology and component supply industry is highly competitive. Competition is based primarily on price, technology, quality, delivery and overall customer service. There can be no assurance that our products will be able to compete successfully with the products of our competitors.
Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled $405 million at December 31, 2023, of which $18 million is included in accrued liabilities, $415 million is included in long-term liabilities and $28 million is included in long-term assets in our consolidated balance sheets.
Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled $362 million at December 31, 2024, of which $19 million is included in accrued liabilities, $372 million is included in long-term liabilities and $29 million is included in long-term assets in our consolidated balance sheets.
Global automotive vehicle production increased 9% (10% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from 2022 to 2023, reflecting increased vehicle production of 13% in Europe, 10% in China, 9% in North America and flat production in South America, our smallest region.
Global automotive vehicle production decreased 1% (3% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from 2023 to 2024, reflecting vehicle production declines of 5% in Europe and 2% in North America, partially offset by increased production of 4% in China and 3% in South America, our smallest region.
Our results of operations, financial condition and cash flows could 20 Table of Contents be adversely affected if our third-party suppliers lack sufficient quality control or if there are significant changes in their financial or business condition.
We rely on third-party suppliers for components used in our products, and we rely on third-party manufacturers to manufacture certain of our assemblies and finished products. Our results of operations, financial condition and cash flows could be adversely affected if our third-party suppliers lack sufficient quality control or if there are significant changes in their financial or business condition.
Furthermore, the conflict has caused our customers to analyze their and their suppliers’ continued presence in the region and future customer production plans in the region remain uncertain. 22 Table of Contents We do not have a material physical presence in either Ukraine or Russia, with less than 1% of our workforce located in the countries as of December 31, 2023 and less than 1% of our net sales for the year ended December 31, 2023 generated from manufacturing facilities in those countries.
We do not have a material physical presence in either Ukraine or Russia, with less than 1% of our workforce located in the countries as of December 31, 2024 and less than 1% of our net sales for the year ended December 31, 2024 generated from manufacturing facilities in those countries.
Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.
While management has implemented measures to mitigate the impact of these labor reforms on our cost structure, we cannot predict the ultimate future impact on our business. Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.
In addition, we are carrying critical inventory items and key components, and we continue to procure productive, raw material and non-critical inventory components in order to satisfy our customers’ vehicle production schedules.
We will continue to actively monitor our global supply chain and will seek to aggressively mitigate and minimize the impact of any future disruptions on our business. In addition, we are carrying critical inventory items and key components, and we continue to procure productive, raw material and non-critical inventory components in order to satisfy our customers’ vehicle production schedules.
Should additional taxes be assessed, this may result in a material adverse effect on our results of operations and financial condition. General Risk Factors Any changes in consumer credit availability or cost of borrowing could adversely affect our business.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows or the price of our ordinary shares. 28 Table of Contents General Risk Factors Any changes in consumer credit availability or cost of borrowing could adversely affect our business.
Our business in China is subject to aggressive competition and is sensitive to economic and market conditions. Maintaining a strong position in the Chinese market is a key component of our global growth strategy. The automotive technology and components market in China is highly competitive, with competition from many of the largest global manufacturers and numerous smaller domestic manufacturers.
The automotive technology and components market in China is highly competitive, with competition from many of the largest global manufacturers and numerous smaller domestic manufacturers.
Furthermore, management continues to monitor the volatile geopolitical environment to identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results. Increasing our manufacturing footprint in Asian markets, including China, and our business relationships with Asian automotive manufacturers are important elements of our long-term strategy.
Management continues to monitor the volatile geopolitical environment to 23 Table of Contents identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.
Where a customer halts production because of another supplier failing to deliver on time, there can be no assurance we will be fully compensated, if at all. Due to various factors that are beyond our control, there have been global supply chain disruptions at times during recent years, including a worldwide semiconductor supply shortage.
Where a customer halts production because of another supplier failing to deliver on time, there can be no assurance we will be fully compensated, if at all.
Any of the impacts mentioned above, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.
Any of the impacts mentioned above, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows. Increasing our manufacturing footprint in Asian markets, including China, and our business relationships with Asian automotive manufacturers are important elements of our long-term strategy.
A labor dispute involving us or one or more of our customers or suppliers or that could otherwise affect our operations could reduce our sales and harm our profitability.
A strike or other form of significant work disruption by our employees would likely have an adverse effect on our ability to operate our business. A labor dispute involving us or one or more of our customers or suppliers or that could otherwise affect our operations could reduce our sales and harm our profitability.
Our customers generally do not guarantee volumes. In addition, awarded business may include business under arrangements that our customers have the right to terminate without penalty. Therefore, our actual sales volumes, and thus the ultimate amount of revenue that we derive from such sales, are not committed.
Therefore, our actual sales volumes, and thus the ultimate amount of revenue that we derive from such sales, are not committed.
The conflict has also increased the possibility of cyberattacks occurring, which could either directly or indirectly impact our operations.
The conflict has also increased the possibility of cyberattacks occurring, which could either directly or indirectly impact our operations. Furthermore, the conflict has caused our customers to analyze their and their suppliers’ continued presence in the region and future customer production plans in the region remain uncertain.
If we are unable to maintain our position in the Chinese market or if vehicle sales in China continue to experience minimal growth or decrease, our business and financial results could be materially adversely affected. We may not realize sales represented by awarded business. We estimate awarded business using certain assumptions, including projected future sales volumes.
If we are unable to maintain our position in the Chinese market or if vehicle sales in China continue to experience minimal growth or decrease, our business and financial results could be materially adversely affected. We operate in the highly competitive automotive technology and component supply industry, and are dependent on the acceptance of new product introductions for continued growth.
It is possible that we could incur such charges in the future as changes in economic or operating conditions impacting the estimates and assumptions could result in additional impairment. Employee strikes and labor-related disruptions involving us or one or more of our customers or suppliers may adversely affect our operations.
It is possible that we could incur such charges in the future as changes in economic or operating conditions impacting the estimates and assumptions could result in additional impairment. See Item 7. Significant Accounting Policies and Critical Accounting Estimates for a detailed discussion of our annual goodwill and intangible assets impairment assessment.
Our sales of products in the regions in which our customers operate also depend on the success of these customers in those regions. We operate in the highly competitive automotive technology and component supply industry, and are dependent on the acceptance of new product introductions for continued growth. The global automotive technology and component supply industry is highly competitive.
Our sales of products in the regions in which our customers operate also depend on the success of these customers in those regions. Our business in China is subject to aggressive competition and is sensitive to economic and market conditions. Maintaining a strong position in the Chinese market is a key component of our global growth strategy.
Our business is labor-intensive and we have a number of unions, works councils and other represented employees. A strike or other form of significant work disruption by our employees would likely have an adverse effect on our ability to operate our business.
Employee strikes and labor-related disruptions involving us or one or more of our customers or suppliers may adversely affect our operations. Our business is labor-intensive and we have a number of unions, works councils and other represented employees.
Removed
The semiconductor supply shortage impacted production in automotive and other industries.
Added
Global supply chain disruptions could also lead to interruptions in our production, which could impact our ability to fully meet the vehicle production demands of OEMs at times due to events which are outside our control.
Removed
We, along with most automotive component manufacturers that use semiconductors, have suffered interruptions in our production and were unable to fully meet the vehicle production demands of OEMs at times over the last several years because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events and other extraordinary events.
Added
Domestic Chinese OEMs have continued to expand their market share in China, and as a result, several non-Chinese OEMs have experienced declines in revenue and market share, resulting in certain traditional OEMs taking steps to reduce or restructure their operations in China.
Removed
Although we work closely with suppliers and customers to minimize any supply disruptions, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs.
Added
For example, in the second half of 2024, General Motors (“GM”) announced plans to restructure their operations in China given the recent challenges in the Chinese market. As GM, along with other traditional OEMs, are among our largest customers, our business and financial results may be adversely affected by decreases in their businesses or market share in China.
Removed
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. We will continue to actively monitor our global supply chain and will seek to aggressively mitigate and minimize the impact of any future disruptions on our business.
Added
We may not realize sales represented by awarded business. We estimate awarded business using certain assumptions, including projected future sales volumes. Our customers generally do not guarantee volumes. In addition, awarded business may include business under arrangements that our customers have the right to terminate without penalty.
Removed
In particular, Motional is dependent on the success of our relationship with Hyundai, our joint venture partner.
Added
For example, in February 2025, the U.S. government imposed or threatened to impose new tariffs on imported products from Mexico, Canada and China.
Removed
For example, in 2022, various regions in China, including regions where Aptiv has operations, were subjected to lockdowns imposed by governmental authorities to mitigate the spread of COVID-19, which resulted in industry-wide production interruptions during portions of the year. Estimated total indirect and direct adverse impacts to revenue as a result of these lockdowns during 2022 was approximately $270 million.
Added
The impact of these tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available.
Removed
We rely on third-party suppliers for components used in our products, and we rely on third-party manufacturers to manufacture certain of our assemblies and finished products.
Added
Despite recent trade negotiations between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., Mexico, Canada, China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.
Removed
In addition, the global spread of COVID-19, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, caused certain governmental authorities worldwide to initiate “lockdown” orders for all non-essential activities, which at times, included extended shutdowns of businesses in the impacted regions.
Added
Should additional taxes be assessed, this may result in a material adverse effect on our results of operations and financial condition. Risks Related to the Change in Tax Residency We may be subject to various Swiss taxes as a result of the reorganization transaction. In December 2024, Aptiv PLC completed a reorganization transaction, as defined in Item 1.
Removed
This includes the lockdowns in China that occurred in 2022, as discussed further above. This or any further widespread public health crises in China or any other country in which we operate could result in social, economic and labor instability.
Added
Business of this Annual Report on Form 10-K for further information on the Company’s reorganization transaction, in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purposes in Switzerland. New Aptiv will be subject to annual capital taxes and corporate income taxes at the federal, cantonal and communal levels.
Removed
These uncertainties could have a material adverse effect on the continuity of our business and our results of operations and financial condition. Effective January 1, 2024, the government of Mexico implemented a country-wide statutory minimum wage increase of 20%.
Added
The overall (federal, cantonal, communal) effective corporate income tax rate may vary, but amount to a maximum of approximately 15% in 2024 for companies resident in Schaffhausen, Switzerland.
Added
Aptiv is subject to a 35% Swiss withholding tax on gross dividend payment amounts and share repurchases unless such dividend payment or share repurchase is made out of qualifying capital contribution reserves or such payment is made via a virtual second line of trading through a third party bank.
Added
Aptiv received a Swiss tax ruling confirming the creation of a material qualifying capital contribution reserve. Aptiv expects to pay distributions to shareholders out of such reserves, and as a result, any such distributions to shareholders would be exempt from the Swiss withholding tax.
Added
However, there can be no assurance that the Swiss withholding rules will not be changed in the future, the amount of qualifying capital contribution reserves may be depleted over time as Aptiv uses such reserves for distributions to shareholders or share repurchases and banks may not be offering second line of trading services at the time the distribution is made.
Added
If Aptiv is unable to make a distribution out of qualifying capital contribution reserves, it may consider making the distribution through a third party bank via a second line of trading if available and if doing so would avoid the withholding tax.
Added
If it does not have capital reserves and is not able to secure an efficient second line of trading, then any dividends paid by Aptiv or share repurchases by Aptiv will generally be subject to a Swiss withholding tax at a rate of 35%.
Added
Finally, Aptiv is also subject to a Swiss issuance stamp tax levied at a rate of 1% on the fair value of share issuances and increases of our equity, other than in connection with qualifying restructurings like the Transaction. In addition, Aptiv is subject to certain other Swiss indirect taxes (e.g., VAT and Swiss securities transfer stamp tax).
Added
Refer to Item 1. Business of this Annual Report on Form 10-K for further information on the Company’s reorganization transaction. Planned Spin-off of Electrical Distribution Systems Business We are pursuing a plan to separate our Electrical Distributions Systems business into an independent, publicly traded company.
Added
The proposed separation is contingent upon the satisfaction of a number of conditions, may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits. On January 22, 2025, we announced our intent to pursue a separation of our Electrical Distribution Systems business through a spin-off to our shareholders.

… 6 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed28 unchanged
Biggest changeOn a regular basis, the Board also reviews the Company’s enterprise risk management program, within which the Company’s cybersecurity processes have been integrated, as described above. 28 Table of Contents The Board and AC regularly review the identification and management of enterprise cybersecurity risks and review regular reports from management on system vulnerabilities and security measures in effect to deter or mitigate breaches or hacking activities.
Biggest changeOn a regular basis, the Board also reviews the Company’s enterprise risk management program, within which the Company’s cybersecurity processes have been integrated, as described above. 30 Table of Contents The Board and AC regularly review the identification and management of enterprise cybersecurity risks and review regular reports from management on system vulnerabilities and security measures in effect to deter or mitigate breaches or hacking activities.
Third-party service providers are also utilized by the Enterprise Cybersecurity team to play a supporting role in incident response, threat intelligence, firewall management, vulnerability management and endpoint management and detection. 27 Table of Contents Aptiv is also exposed to cybersecurity risks at third-parties, such as suppliers, customers, service providers and consultants.
Third-party service providers are also utilized by the Enterprise Cybersecurity team to play a supporting role in incident response, threat intelligence, firewall management, vulnerability management and endpoint management and detection. 29 Table of Contents Aptiv is also exposed to cybersecurity risks at third-parties, such as suppliers, customers, service providers and consultants.
In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed1 unchanged
Biggest changeThe following table shows the regional distribution of our major manufacturing sites by the operating segment that uses such facilities: North America Europe, Middle East & Africa Asia Pacific South America Total Signal and Power Solutions 46 40 36 5 127 Advanced Safety and User Experience 2 5 4 — 11 Total 48 45 40 5 138 In addition to these manufacturing sites, we had 11 major technical centers: four in North America; two in Europe, Middle East and Africa; and five in Asia Pacific.
Biggest changeThe following table shows the regional distribution of our major manufacturing sites by the operating segment that uses such facilities: North America Europe, Middle East & Africa Asia Pacific South America Total Signal and Power Solutions 46 42 38 5 131 Advanced Safety and User Experience 2 4 3 — 9 Total 48 46 41 5 140 In addition to these manufacturing sites, we had 11 major technical centers: four in North America; two in Europe, Middle East and Africa; and five in Asia Pacific.
Of our 138 major manufacturing sites and 11 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, 66 are primarily owned and 83 are primarily leased. We frequently review our real estate portfolio and develop footprint strategies to support our customers’ global plans, while at the same time supporting our technical needs and controlling operating expenses.
Of our 140 major manufacturing sites and 11 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, 66 are primarily owned and 85 are primarily leased. We frequently review our real estate portfolio and develop footprint strategies to support our customers’ global plans, while at the same time supporting our technical needs and controlling operating expenses.
ITEM 2. PROPERTIES As of December 31, 2023, we owned or leased 138 major manufacturing sites and 11 major technical centers. A manufacturing site may include multiple plants and may be wholly or partially owned or leased. We also have many smaller manufacturing sites, sales offices, warehouses, engineering centers, joint ventures and other investments strategically located throughout the world.
ITEM 2. PROPERTIES As of December 31, 2024, we owned or leased 140 major manufacturing sites and 11 major technical centers. A manufacturing site may include multiple plants and may be wholly or partially owned or leased. We also have many smaller manufacturing sites, sales offices, warehouses, engineering centers, joint ventures and other investments strategically located throughout the world.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−0 removed2 unchanged
Biggest changeWith respect to warranty matters, although we cannot ensure that the future costs of warranty claims by customers will not be material, we believe our established reserves are adequate to cover potential warranty settlements. However, the final amounts required to resolve these matters could differ materially from our recorded estimates.
Biggest changeWith respect to warranty matters, although we cannot ensure that the future costs of warranty claims by customers will not be material, we believe our established reserves are adequate to cover potential warranty settlements. However, the final amounts required to resolve these matters could differ materially from our recorded estimates. ITEM 4.
Added
MINE SAFETY DISCLOSURES Not applicable. 31 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+8 added−2 removed0 unchanged
Biggest change(2) Excluding commissions. (3) In January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion. This program follows the completion of the previously announced share repurchase program of $1.5 billion, which was approved by the Board of Directors in April 2016.
Biggest changeThis program commenced following completion of the Company’s January 2019 share repurchase program of up to $2.0 billion, which was approved by the Board of Directors in January 2019.
The following graph reflects the comparative changes in the value from December 31, 2018 through December 31, 2023, assuming an initial investment of $100 and the reinvestment of dividends, if any in (1) our ordinary shares, (2) the S&P 500 index and (3) the Automotive Peer Group. Historical performance may not be indicative of future shareholder returns.
The following graph reflects the comparative changes in the value from December 31, 2019 through December 31, 2024, assuming an initial investment of $100 and the reinvestment of dividends, if any in (1) our ordinary shares, (2) the S&P 500 index and (3) the Automotive Peer Group. Historical performance may not be indicative of future shareholder returns.
Stock Performance Graph * $100 invested on December 31, 2018 in our stock or in the relevant index, including reinvestment of dividends. Fiscal year ended December 31, 2023.
Stock Performance Graph * $100 invested on December 31, 2019 in our stock or in the relevant index, including reinvestment of dividends. Fiscal year ended December 31, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s ordinary shares are publicly traded on the New York Stock Exchange under the symbol “APTV.” As of February 2, 2024, there were 2 shareholders of record of our ordinary shares.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s ordinary shares are publicly listed on the New York Stock Exchange under the symbol “APTV.” As of January 31, 2025, there was 1 shareholder of record of our ordinary shares.
Removed
(1) Aptiv PLC (2) S&P 500 – Standard & Poor’s 500 Total Return Index (3) Automotive Peer Group – Adient Plc, American Axle & Manufacturing Holdings Inc, Aptiv PLC, Blink Charging Co, Borgwarner Inc, CarParts.com Inc, Cooper-Standard Holdings Inc, Dana Inc, Dorman Products Inc, Driven Brands Holdings Inc, Fisker Inc, Ford Motor Co, General Motors Co, Gentex Corp, Gentherm Inc, Genuine Parts Co, Goodyear Tire & Rubber Co, Holley Inc, Luminar Technologies Inc, Lucid Group Inc, Lear Corp, Lkq Corp, Monro Inc, PHINIA Inc, QuantumScape Corporation, Rivian Automotive Inc, SES AI Corporation, Standard Motor Products Inc, Stoneridge Inc, Tesla Inc, Visteon Corp, XPEL Inc Company Index December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 Aptiv PLC (1) $ 100.00 $ 155.88 $ 214.37 $ 271.39 $ 153.23 $ 147.62 S&P 500 (2) $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21 Automotive Peer Group (3) $ 100.00 $ 124.13 $ 361.12 $ 537.91 $ 228.29 $ 368.44 30 Table of Contents Equity Compensation Plan Information Information as of December 31, 2023 regarding the Company’s ordinary shares that may be issued under all of its equity compensation plans is incorporated by reference to the Company’s Proxy Statement under the heading “Equity Compensation Plan Information.” Repurchase of Equity Securities A summary of our ordinary shares repurchased during the quarter ended December 31, 2023, is shown below: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3) October 1, 2023 to October 31, 2023 — $ — — $ 1,915 November 1, 2023 to November 30, 2023 3,828,784 $ 78.34 3,828,784 $ 1,615 December 1, 2023 to December 31, 2023 — $ — — $ 1,615 Total 3,828,784 $ 78.34 3,828,784 (1) The total number of shares purchased under the plans authorized by the Board of Directors are described below.
Added
(1) Aptiv PLC (2) S&P 500 – Standard & Poor’s 500 Total Return Index (3) Automotive Peer Group – Adient plc, American Axle & Manufacturing Holdings, Inc., Aptiv PLC, Blink Charging Co., BorgWarner Inc., Canoo Inc., Cooper-Standard Holdings Inc., Dana Incorporated, Dorman Products, Inc., Driven Brands Holdings Inc., Ford Motor Company, Fox Factory Holding Corp., General Motors Company, Gentex Corporation, Gentherm Incorporated, Genuine Parts Company, Holley Inc., Lear Corporation, LKQ Corporation, Lucid Group, Inc., Luminar Technologies, Inc., Monro, Inc., PHINIA Inc., QuantumScape Corporation, Rivian Automotive, Inc., SES AI Corporation, Standard Motor Products, Inc., Stoneridge, Inc., Tesla, Inc., The Goodyear Tire & Rubber Company, Valvoline Inc.,Visteon Corporation, and XPEL, Inc.
Removed
The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements. ITEM 6. [RESERVED] Not applicable.
Added
Company Index December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Aptiv PLC (1) $ 100.00 $ 137.52 $ 174.11 $ 98.30 $ 94.70 $ 63.84 S&P 500 (2) $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Automotive Peer Group (3) $ 100.00 $ 291.17 $ 433.35 $ 183.92 $ 296.83 $ 434.04 32 Table of Contents Equity Compensation Plan Information The table below contains information about securities authorized for issuance under equity compensation plans.
Added
The features of these plans are discussed further in Note 21. Share-Based Compensation to our audited consolidated financial statements.
Added
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 2,908,742 (1) $ — (2) 8,118,910 (3) Equity compensation plans not approved by security holders — — — Total 2,908,742 $ — 8,118,910 (1) Includes (a) 30,497 outstanding restricted stock units granted to our Board of Directors which were granted under the 2024 Aptiv PLC Long Term Incentive Plan, as amended and restated effective April 24, 2024 (the “2024 LTIP”) and (b) 2,878,245 outstanding time- and performance-based restricted stock units granted to our employees, of which 524,323 were granted under the 2024 LTIP and 2,353,922 were granted under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015.
Added
(2) The restricted stock units have no exercise price. (3) Remaining shares available under the 2024 LTIP. Repurchase of Equity Securities There were no repurchases of equity securities during the quarter ended December 31, 2024. In July 2024, the Board of Directors authorized a new share repurchase program of up to $5.0 billion.
Added
On August 1, 2024, under the existing and new authorizations, the Company entered into an accelerated share repurchase program to repurchase an aggregate amount of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”).
Added
Under the terms of the ASR Agreements, the Company made an aggregate payment of $3.0 billion (the “Repurchase Price”) and received initial deliveries of approximately 30.8 million ordinary shares in aggregate, with a value of $2.25 billion, which were retired immediately and recorded as a reduction to shareholders’ equity.
Added
The final settlements under the ASR Agreements are scheduled to occur no later than the second quarter of 2025, and in each case may be accelerated at the option of the applicable counterparty. As of December 31, 2024, approximately $2,515 million remained available remained available under the July 2024 program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

167 edited+94 added−44 removed148 unchanged
Biggest changeOur recent financial and business achievements include the following: • Generating record new business awards of approximately $34 billion, based on expected volumes and prices, validating our industry leading portfolio of advanced technologies tied to the accelerating megatrends in our industry • Delivering strong revenue growth over the prior year despite adverse impacts from the North American OEM labor strikes • Producing $1.6 billion of operating income or $2.1 billion of adjusted operating income and cash flow from operations of $1.9 billion, demonstrating strong operating execution in the face of the OEM labor disruptions and continuing material cost inflation • Opportunistically paying off the outstanding principal balance of $301 million on the Tranche A Term Loan, Aptiv’s only variable rate borrowing ◦ Reducing our weighted average interest rate on total borrowings to 3.15%. • Continuing our relentless focus on cost structure and operational optimization ◦ Maximizing our operational flexibility and profitability at all points in the normal automotive business cycle, by having approximately 97% of our hourly workforce based in best cost countries, and approximately 27% of our hourly workforce composed of contingent employees. • Enhancing our optimized full system, edge-to-cloud capabilities ◦ Increasing commercial traction, including a new business award that leverages the software product offerings of Wind River Systems, Inc.
Biggest changeOur recent financial and business achievements include the following: • Generating new business awards of approximately $31 billion, based on expected volumes and prices, validating our industry leading portfolio of advanced technologies tied to the accelerating megatrends in our industry • Delivering strong earnings growth over the prior year despite declines in volume and the global inflationary environment • Producing $1.8 billion of operating income, or $2.4 billion of adjusted operating income, and cash flow from operations of $2.4 billion, demonstrating strong operating execution in the face of continuing material cost inflation ◦ Delivering expanded operating income margin of 9.3%, or adjusted operating income margin of 12.0%, driven by strong operating performance and cost reduction initiatives • Funding $4.1 billion in share repurchases, including $3.0 billion under the terms of the Company’s accelerated share repurchase program (“ASR”) • Refinancing over $1.4 billion in near-term debt maturities and successfully maintaining a well-laddered debt maturity profile, providing financial flexibility and reducing short-term refinancing risks • Restructuring our Motional AD LLC (“Motional”) joint venture ownership, reducing our common equity interest in Motional from 50% to 15%, eliminating future cash funding requirements while maintaining access to insights and market intelligence • Continuing our relentless focus on cost structure and operational optimization ◦ Maximizing our operational flexibility and profitability at all points in the normal automotive business cycle, by having approximately 97% of our hourly workforce based in best cost countries, and approximately 31% of our hourly workforce composed of contingent employees. • Enhancing our optimized full system, edge-to-cloud capabilities ◦ Ongoing advancement in adapting advanced driver assistance systems to leverage containerized, service-based software architecture; and ◦ Increasing our customer choice and regional flexibility through investments in computer vision providers StradVision, Inc.
As a result, the Company determined that this subsidiary, which was reported within the Signal and Power Solutions segment, initially met the held for sale criteria as of June 30, 2022.
As a result, the Company determined that this subsidiary, which was reported within the Signal and Power Solutions segment, initially met the held for sale criteria as of June 30, 2022.
Investment in TTTech Auto AG —On March 15, 2022, Aptiv acquired approximately 20% of the equity interests of TTTech Auto AG (“TTTech Auto”), a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications, for €200 million (approximately $220 million, using foreign currency rates on the investment date).
Investment in TTTech Auto —On March 15, 2022, Aptiv acquired approximately 20% of the equity interests of TTTech Auto AG (“TTTech Auto”), a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications, for €200 million (approximately $220 million, using foreign currency rates on the investment date).
Cash flows provided by operating activities for the year ended December 31, 2023 consisted primarily of net earnings of $2,966 million, increased by $956 million for non-cash charges for depreciation, amortization and pension costs, partially offset by $2,164 million related to non-cash changes in deferred income taxes, primarily resulting from the tax benefit associated with the intercompany transfers of certain intellectual property, and $293 million related to operating assets and liabilities, net of restructuring and pension contributions.
Cash flows provided by operating activities for the year ended December 31, 2023 consisted primarily of net earnings of $2,966 million, increased by $956 million for non-cash charges for depreciation, amortization and pension costs, partially offset by $2,164 million related to non-cash changes in deferred income taxes, primarily resulting from the tax benefit associated with the intercompany transfers of certain intellectual property, and $293 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.
Effective from the date of the April 2023 amendment, all interest rate benchmarks within the Credit Agreement that were previously based on the London Interbank Offered Rate (“LIBOR”) were transitioned to a rate based on the Secured Overnight Financing Rate (“SOFR”).
Effective from the date of the April 2023 amendment, all interest rate benchmarks within the Credit Agreement that were previously based on the London Interbank Offered Rate were transitioned to a rate based on the Secured Overnight Financing Rate (“SOFR”).
Other intangible assets with definite lives are amortized over their useful 56 Table of Contents lives and are subject to impairment testing only if events or circumstances indicate that the asset might be impaired, as described above. Income Taxes Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes.
Other intangible assets with definite lives are amortized over their useful lives and are subject to impairment testing only if events or circumstances indicate that the asset might be impaired, as described above. 61 Table of Contents Income Taxes Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes.
We have also negotiated, and will continue to negotiate, price increases with our customers in response to the aforementioned increased overall inflation and global supply chain disruptions. This section discusses our consolidated results of operations and results of operations by segment for the years ended December 31, 2023 versus 2022.
We have also negotiated, and will continue to negotiate, price increases with our customers in response to the aforementioned increased overall inflation and global supply chain disruptions. This section discusses our consolidated results of operations and results of operations by segment for the years ended December 31, 2024 versus 2023.
The Company also recorded $28 million during the year ended December 31, 2023 related to the components of net periodic pension and postretirement benefit cost other than service costs, as further described in Note 12. Pension Benefits to the audited consolidated financial statements included herein.
The Company also recorded $28 million during the year ended December 31, 2023 related to the components of net periodic pension and postretirement benefit cost other than service costs, as further described in Note 12. Pension Benefits to the audited consolidated financial statements included herein. Refer to Note 19.
We have a team of approximately 22,200 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 11 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States.
We have a team of approximately 21,200 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 11 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the year ended December 31, 2023. This discussion should be read in conjunction with Item 8.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the year ended December 31, 2024. This discussion should be read in conjunction with Item 8.
For purposes of analysis, the following table highlights the sensitivity of our pension obligations and expense attributable to changes in key assumptions: Change in Assumption Impact on Pension Expense Impact on PBO 25 basis point (“bp”) decrease in discount rate Less than + $1 million ‘ + $18 million 25 bp increase in discount rate Less than + $1 million ‘ - $17 million 25 bp decrease in long-term expected return on assets ‘ + $1 million — 25 bp increase in long-term expected return on assets ‘ - $1 million — The above sensitivities reflect the effect of changing one assumption at a time.
For purposes of analysis, the following table highlights the sensitivity of our pension obligations and expense attributable to changes in key assumptions: Change in Assumption Impact on Pension Expense Impact on PBO 25 basis point (“bp”) decrease in discount rate Less than + $1 million ‘ + $15 million 25 bp increase in discount rate Less than + $1 million ‘ - $15 million 25 bp decrease in long-term expected return on assets ‘ + $1 million — 25 bp increase in long-term expected return on assets ‘ - $1 million — The above sensitivities reflect the effect of changing one assumption at a time.
Our product offerings satisfy the OEMs’ needs to meet increasingly stringent government regulations and meet consumer preferences for products that address the mega-trends of Safe, Green and Connected, leading to increased content per vehicle, greater profitability and higher margins.
Market driven products . Our product offerings satisfy the OEMs’ needs to meet increasingly stringent government regulations and meet consumer preferences for products that address the mega-trends of Safe, Green and Connected, leading to increased content per vehicle, greater profitability and higher margins.
If the fair value of the reporting unit is less than its carrying amount, an entity must record an impairment charge based on the amount by which a reporting unit’s carrying value exceeds its estimated fair value, limited to the amount of goodwill allocated to that reporting unit.
If the fair value of the reporting unit is less than its carrying amount, the Company must record an impairment charge based on the amount by which a reporting unit’s carrying value exceeds its estimated fair value, limited to the amount of goodwill allocated to that reporting unit.
The Company achieved the sustainability-linked targets for the 2022 calendar year, and the interest rate margins and facility fees were reduced from the Applicable Rates, by the amounts specified above, effective in the third quarter of 2023.
The Company achieved the sustainability-linked targets for the 2023 calendar year, and the interest rate margins and facility fees were reduced from the Applicable Rates, by the amounts specified above, effective in the third quarter of 2024.
For example, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.
In addition, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.
Intercable Automotive —On November 30, 2022, Aptiv acquired 85% of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”), a manufacturer of high-voltage busbars and interconnect solutions, for total consideration of $609 million. The results of operations of Intercable Automotive are reported within the Signal and Power Solutions segment from the date of acquisition.
Intercable Automotive —On November 30, 2022, Aptiv acquired 85% of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”), a manufacturer of high-voltage busbars and interconnect solutions, for total consideration of $609 million. The results of operations of Intercable Automotive are reported within the Signal and Power 50 Table of Contents Solutions segment from the date of acquisition.
Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. Warranty Obligations and Product Recall Costs Estimating warranty obligations requires us to forecast the resolution of existing claims and expected future claims on products sold.
Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. 58 Table of Contents Warranty Obligations and Product Recall Costs Estimating warranty obligations requires us to forecast the resolution of existing claims and expected future claims on products sold.
Assuming constant product mix and pricing, based on our 2023 results, we estimate that our EBITDA breakeven level would be reached if we experienced a 45% downturn to current product volumes.
Assuming constant product mix and pricing, based on our 2024 results, we estimate that our EBITDA breakeven level would be reached if we experienced a 45% downturn to current product volumes.
Additionally, we are continuing to use a meaningful amount of temporary workers to ensure we have the appropriate operational flexibility to scale our operations so that we can maintain our profitability as industry production levels increase or contract. Advancing and maintaining an efficient capital structure.
Additionally, we are continuing to use a meaningful amount of temporary workers to ensure we have the appropriate operational flexibility to scale our operations so that we can maintain our profitability as industry production levels increase or contract. 36 Table of Contents Advancing and maintaining an efficient capital structure.
In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total 49 Table of Contents 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 Agreement).
In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement).
A detailed discussion of our consolidated results of operations and results of operations by segment for the years ended December 31, 2022 versus 2021 can be found under Item 7.
A detailed discussion of our consolidated results of operations and results of operations by segment for the years ended December 31, 2023 versus 2022 can be found under Item 7.
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, creating the software and hardware foundation for vehicle features and functionality.
We deliver end-to-end mobility solutions, enabling our customers’ transition to a more electrified, software-defined future. We design and manufacture vehicle components and provide electrical, electronic and active safety technology to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.
(“Stellantis”) in the United States (the “U.S.”), causing work stoppages at certain of these customers’ vehicle production and parts distribution facilities, which lasted approximately six weeks. Aptiv’s estimated total indirect and direct adverse impacts of these labor strikes to revenue during the year ended December 31, 2023 were approximately $180 million. Refer to Part I, Item 1A.
(“Stellantis”) in the United States (the “U.S.”), causing work stoppages at certain of these customers’ vehicle production and parts distribution facilities, which lasted approximately six weeks. Aptiv’s estimated total indirect and direct adverse impacts of these labor strikes to revenue during 2023 were approximately $180 million. Refer to Part I, Item 1A.
As a result of the conflict, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment charges of $11 million during the year ended December 31, 2023. These charges were recorded within cost of sales in the statement of operations.
As a result of the conflict, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment charges of $11 million during the year ended December 31, 2023. These charges were recorded within cost of sales in the consolidated statements of operations.
The determination of the amount of such 54 Table of Contents reserves is based on knowledge and experience with regard to past and current matters and consultation with internal personnel involved with such matters and with outside legal counsel handling such matters. The amount of such reserves may change in the future due to new developments or changes in circumstances.
The determination of the amount of such reserves is based on knowledge and experience with regard to past and current matters and consultation with internal personnel involved with such matters and with outside legal counsel handling such matters. The amount of such reserves may change in the future due to new developments or changes in circumstances.
We are focused on enabling and delivering end-to-end smart mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.
We are focused on enabling and delivering end-to- 35 Table of Contents end smart mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.
We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business operations, trade or travel in response to a pandemic or widespread outbreak of an illness.
We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business 39 Table of Contents operations, trade or travel in response to a pandemic or widespread outbreak of an illness.
Changes in sales mix can have either favorable or unfavorable impacts on revenue. Such changes can be the result of shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer demand related to vehicle segment purchases and content penetration.
Changes in sales mix can have either favorable or unfavorable impacts on revenue. Such changes can be the result of shifts in regional growth, shifts in OEM sales demand, as well as shifts in 41 Table of Contents consumer demand related to vehicle segment purchases and content penetration.
Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment. 31 Table of Contents We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive OEMs in the world.
Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment. We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive OEMs in the world.
We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems 35 Table of Contents to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles.
We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles.
The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of December 31, 2023.
The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of December 31, 2024.
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 December 31, 2023.
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 December 31, 2024.
In addition, we expect to continue to repurchase outstanding ordinary shares pursuant to our authorized ordinary share repurchase program, as further described below. 46 Table of Contents We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies.
In addition, we expect to continue to repurchase outstanding ordinary shares pursuant to our authorized ordinary share repurchase program, as further described below. We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies.
(2) Based on December 31, 2023 foreign currency rates, subject to the availability of eligible accounts receivable. We expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments and capital expenditures.
(2) Based on December 31, 2024 foreign currency rates, subject to the availability of eligible accounts receivable. We expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments, capital expenditures and debt obligations.
The Company acquired Wind River utilizing cash on hand, which included proceeds from the 2022 Senior Notes. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $43 million, which were recorded within other expense, net in the statement of operations in the fourth quarter of 2022.
The Company acquired Wind River utilizing cash on hand, which included proceeds from the 2022 Senior Notes. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $43 million, which were recorded within other income (expense), net in the consolidated statements of operations in the fourth quarter of 2022.
The outbreak of armed conflicts in the Middle East beginning in October 2023 has created numerous uncertainties, including the risk that the conflicts spread to the broader region, and their impact on the global economy and supply chains.
Furthermore, the outbreak of armed conflicts in the Middle East beginning in October 2023 has created numerous uncertainties, including the risk that the conflicts spread throughout the broader region, and their impact on the global economy and supply chains.
As of December 31, 2023, we had cash and cash equivalents of $1.6 billion and net debt (defined as outstanding debt less cash and cash equivalents) of $4.6 billion. We also have access to additional liquidity pursuant to the terms of the $2.0 billion Revolving Credit Facility and the committed European accounts receivable factoring facility, as described below.
As of December 31, 2024, we had cash and cash equivalents of $1.6 billion and net debt (defined as outstanding debt less cash and cash equivalents) of $6.8 billion. We also have access to additional liquidity pursuant to the terms of the $2.0 billion Revolving Credit Facility and the committed European accounts receivable factoring facility, as described below.
Based on these factors, we believe we possess sufficient liquidity to fund our global operations and capital investments in 2024 and beyond.
Based on these factors, we believe we possess sufficient liquidity to fund our global operations and capital investments in 2025 and beyond.
Dividends from Equity Investments During the years ended December 31, 2023, 2022 and 2021, Aptiv received dividends of $5 million, $5 million and $6 million, respectively, from its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Dividends from Equity Investments During the years ended December 31, 2024, 2023 and 2022, Aptiv received dividends of $12 million, $5 million and $5 million, respectively, from its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Each year we share some engineering expenses with OEMs and government agencies which generally ranges from 20% to 30% of engineering expenses. This level of co-investment supports product development, accelerates the pace of innovation and reduces the risk associated with successful commercialization of technological breakthroughs.
Each year we share some engineering expenses with OEMs and government agencies which generally ranges from 25% to 35% of engineering expenses. This level of co-investment supports product development, accelerates the pace of innovation and reduces the risk associated with successful commercialization of technological breakthroughs.
The Company acquired its interest in Intercable Automotive utilizing cash on hand. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $10 million, which were recorded within other expense, net in the statement of operations in the fourth quarter of 2022.
The Company acquired its interest in Intercable Automotive utilizing cash on hand. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $10 million, which were recorded within other income (expense), net in the consolidated statements of operations in the fourth quarter of 2022.
Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be 43 Table of Contents considered an alternative to net income attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP.
Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP.
We utilize a global cash pooling arrangement to consolidate and manage our global cash balances, which enables us to efficiently move cash into and out of a number of the countries in which we operate. Operating activities —Net cash provided by operating activities totaled $1,896 million and $1,263 million for the years ended December 31, 2023 and 2022, respectively.
We utilize a global cash pooling arrangement to consolidate and manage our global cash balances, which enables us to efficiently move cash into and out of a number of the countries in which we operate. Operating activities —Net cash provided by operating activities totaled $2,446 million and $1,896 million for the years ended December 31, 2024 and 2023, respectively.
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 a senior 48 Table of Contents unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”).
Credit Agreement Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”).
However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 34% of our net sales for the year ended December 31, 2023.
However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 33% of our net sales for the year ended December 31, 2024.
Additionally, the significant accounting standards that have been adopted during the year ended December 31, 2023 are described.
Additionally, the significant accounting standards that have been adopted during the year ended December 31, 2024 are described.
We expect expenditures for research and development activities, including engineering, net of co-investment, to be approximately $1.2 billion for the year ended December 31, 2024. We maintain a large portfolio of approximately 10,000 patents and protective rights in the operation of our business as of December 31, 2023.
We expect expenditures for research and development activities, including engineering, net of co-investment, to be approximately $1.1 billion for the year ended December 31, 2025. We maintain a large portfolio of approximately 11,000 patents and protective rights in the operation of our business as of December 31, 2024.
In 2023, global inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our profitability and this trend may continue in 2024. There is also potential that geopolitical factors could adversely impact the U.S. and other economies, and specifically the automotive sector.
Global inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our sales and profitability, which may continue in 2025. There is also potential that geopolitical factors could adversely impact the U.S. and other economies, and specifically the automotive sector.
The total income tax benefit recorded as a result of the intercompany transfers of intellectual property and tax incentive, all as described above, combined with related additional current year tax expense as a result of the transactions, was approximately $2,080 million during the year ended December 31, 2023. Refer to Note 14.
During the year ended December 31, 2023, the total income tax benefit recorded as a result of the intercompany transfers of intellectual property and tax incentive, all as described above, combined with other related additional current year tax expense as a result of the transactions, was approximately $2,080 million.
Furthermore, we have substantial operational flexibility by leveraging a large workforce of contingent workers, which represented approximately 27% of the hourly workforce as of December 31, 2023.
Furthermore, we have substantial operational flexibility by leveraging a large workforce of contingent workers, which represented approximately 31% of the hourly workforce as of December 31, 2024.
There have been periods of increased market volatility and moderation in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced. Automotive production in China experienced growth of 10% in 2023, which follows growth of 3% in 2022.
There have been periods of increased market volatility and moderation in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced. Automotive production in China experienced growth of 4% in 2024, which follows growth of 10% in 2023.
The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate. The Company’s effective tax rate was (144)% and 12% for the years ended December 31, 2023 and 2022, respectively.
The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate. The Company’s effective tax rate was 10% and (144)% for the years ended December 31, 2024 and 2023, respectively.
Business Strategy We believe the Company is well-positioned for growth from increasing global vehicle production volumes, as well as the industry’s accelerating transition to software-defined vehicles, the commercialization of active safety, the adoption of autonomous driving technologies, enhanced user experiences and connected services, and providing the software, advanced computing platforms and networking architecture required to do so.
Business Strategy We believe the Company is well-positioned for growth from the industry’s accelerating transition to software-defined vehicles, the commercialization of active safety, the adoption of autonomous driving technologies, enhanced user experiences and connected services, and providing the software, advanced computing platforms and networking architecture required to do so.
No amounts were drawn on the Revolving Credit Facility during the year ended December 31, 2023.
No amounts were drawn on the Revolving Credit Facility during the year ended December 31, 2024.
Plans 2023 2022 2021 2023 2022 2021 Weighted-average discount rate 5.20 % 1.90 % 1.20 % 5.95 % 3.09 % 2.21 % Weighted-average rate of increase in compensation levels N/A N/A N/A 2.82 % 2.47 % 3.64 % Weighted-average expected long-term rate of return on plan assets N/A N/A N/A 4.98 % 4.46 % 4.29 % We select discount rates by analyzing the results of matching each plan’s projected benefit obligations with a portfolio of high-quality fixed income investments rated AA or higher by Standard and Poor’s or Moody’s.
Plans 2024 2023 2022 2024 2023 2022 Weighted-average discount rate 5.50 % 5.20 % 1.90 % 5.91 % 5.95 % 3.09 % Weighted-average rate of increase in compensation levels N/A N/A N/A 2.93 % 2.82 % 2.47 % Weighted-average expected long-term rate of return on plan assets N/A N/A N/A 5.18 % 4.98 % 4.46 % We select discount rates by analyzing the results of matching each plan’s projected benefit obligations with a portfolio of high-quality fixed income investments rated AA or higher by Standard and Poor’s or Moody’s.
Aptiv does not have any U.S. pension assets; therefore no U.S. asset rate of return calculation was necessary. The primary funded non-U.S. plans are in the U.K. and Mexico. For the determination of 2023 expense, we assumed a long-term expected asset rate of return of approximately 4.25% and 7.50% for the U.K. and Mexico, respectively.
Aptiv does not have any U.S. pension assets; therefore no U.S. asset rate of return calculation was necessary. The primary funded non-U.S. plans are in the U.K. and Mexico. For the determination of 2024 expense, we assumed a long-term expected asset rate of return of approximately 4.50% and 8.00% for the U.K. and Mexico, respectively.
In March 2020, we completed a transaction with Hyundai Motor Group to form Motional, AD LLC (“Motional”), a joint venture focused on the design, development and commercialization of autonomous driving technologies.
In March 2020, we completed a transaction with Hyundai Motor Group (“Hyundai”) to form Motional, a joint venture focused on the design, development and commercialization of autonomous driving technologies.
Such future restructuring actions are dependent on market conditions, customer actions and other factors. 41 Table of Contents Refer to Note 10. Restructuring to the audited consolidated financial statements included herein for additional information.
Such future restructuring actions are dependent on market conditions, customer actions and other factors. Refer to Note 10. Restructuring to the audited consolidated financial statements included herein for additional information.
Our operations are subject to certain risks inherent in doing business globally, including military conflicts in regions in which we operate, unexpected changes in laws or regulations governing labor, trade, or other monetary or tax fiscal policy changes, including the Organisation for Economic Co-operation’s (“OECD”) Pillar Two Directive, tariffs, quotas, customs and other import or export restrictions or trade barriers.
Our operations are subject to certain risks inherent in doing business globally, including military conflicts in regions in which we operate, changes in laws or regulations governing labor, trade, or other monetary or tax fiscal policy changes, including the Organisation for Economic Co-operation and Development (“OECD”) Pillar Two Framework (the “Framework”), tariffs, quotas, customs and other import or export restrictions or trade barriers.
The fair value of the noncontrolling interest is recorded to temporary equity in the consolidated balance sheet and is estimated as of the date of acquisition using a Monte Carlo simulation approach, which includes several assumptions including estimated future profitability, expected volatility rate and risk free rate.
An acquisition may also include a redeemable noncontrolling interest component. The fair value of the noncontrolling interest is recorded to temporary equity in the consolidated balance sheet and is estimated as of the date of acquisition using a Monte Carlo simulation approach, which includes several assumptions including estimated future profitability, expected volatility rate and risk free rate.
As of December 31, 2022, the Company also maintained a senior unsecured credit facility in the form of a term loan (the “Tranche A Term Loan”). On October 27, 2023, the Company fully repaid the outstanding principal balance of $301 million on the Tranche A Term Loan, utilizing cash on hand.
Previously, the Company also maintained a senior unsecured credit facility in the form of a term loan (the “Tranche A Term Loan”). On October 27, 2023, the Company fully repaid the outstanding principal balance of $301 million on the Tranche A Term Loan, utilizing cash on hand.
Our total investment in research and development, including engineering, was approximately $1.8 billion, $1.5 billion and $1.4 billion for the years ended December 31, 2023, 2022 and 2021, respectively, which includes approximately $492 million, $379 million and $320 million of co-investment by customers and government agencies.
Our total investment in research and development, including engineering, was approximately $1.6 billion, $1.8 billion and $1.5 billion for the years ended December 31, 2024, 2023 and 2022, respectively, which includes approximately $535 million, $492 million and $379 million of co-investment by customers and government agencies.
Our profitability depends in part on our ability to generate sufficient production cost savings in the future to offset price reductions. In addition, during recent years, global economies and our industry were subjected to significant inflationary cost pressures, and these pressures may continue in 2024.
Our profitability depends in part on our ability to generate sufficient production cost savings in the future to offset price reductions. In addition, during recent years, global economies and 40 Table of Contents our industry were subjected to significant inflationary cost pressures, and these pressures may continue in 2025.
As of December 31, 2023, loans under the Credit Agreement bore interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”).
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) SOFR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”).
However, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, 2023 and 2022.
However, as a result of our customers’ recent production volatility and cancellations, among other things, our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, 2024 and 2023.
The Company also recorded $15 million during the year ended December 31, 2022 related to the components of net periodic pension and postretirement benefit cost other than service costs, as further described in Note 12. Pension Benefits to the audited consolidated financial statements included herein. Refer to Note 19.
Debt to the audited consolidated financial statements included herein. The Company also recorded $26 million during the year ended December 31, 2024 related to the components of net periodic pension and postretirement benefit cost other than service costs, as further described in Note 12. Pension Benefits to the audited consolidated financial statements included herein.
Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR (after the April 2023 amendment), LIBOR (before the April 2023 amendment), changes in the Company’s corporate credit ratings or whether the Company achieves or fails to achieve its sustainability-linked targets.
Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR, changes in the Company’s corporate credit ratings or whether the Company achieves or fails to achieve its sustainability-linked targets.
We have a strong balance sheet with gross debt of approximately $6.2 billion and substantial available liquidity of approximately $4.1 billion consisting of cash and cash equivalents, and available financing under our Revolving Credit Facility and committed European accounts receivable factoring facility (as defined below in Liquidity and Capital Resources) as of 37 Table of Contents December 31, 2023, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits liabilities.
We have a strong balance sheet with gross debt of approximately $8.5 billion and substantial available liquidity of approximately $3.6 billion consisting of cash and cash equivalents and available financing under our Revolving Credit Facility and committed European accounts receivable factoring facility (as defined below in Liquidity and Capital Resources) as of December 31, 2024, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits liabilities.
Income Taxes Year Ended December 31, 2023 2022 Favorable/ (unfavorable) (in millions) Income tax (benefit) expense $ (1,928) $ 121 $ 2,049 The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance.
Income Taxes Year Ended December 31, 2024 2023 Favorable/ (unfavorable) (in millions) Income tax expense (benefit) $ 223 $ (1,928) $ (2,151) The Company’s tax rate is affected by the fact that its parent entity is a Swiss resident taxpayer, and was an Irish resident taxpayer prior to the December 2024 reorganization transaction, the tax rates in Switzerland, 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.
As of December 31, 2023, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $1.6 billion.
As of December 31, 2024, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $1.5 billion.
Acquisitions and Divestitures to the audited consolidated financial statements included herein for further detail of our business acquisitions, including details of the intangible assets recorded in each transaction. In 2024, we expect to incur non-cash amortization charges of approximately $220 million.
Refer to Note 20. Acquisitions and Divestitures to the audited consolidated financial statements included herein for further detail of our business acquisitions, including details of the intangible assets recorded in each transaction. In 2025, we expect to incur non-cash amortization charges of approximately $210 million.
As of December 31, 2023, the Company was in compliance with the provisions of all series of the outstanding senior notes. Refer to Note 11. Debt to the audited consolidated financial statements included herein for additional information. Guarantor Summarized Financial Information As further described in Note 11.
As of December 31, 2024, the Company was in compliance with the provisions of all series of the outstanding senior and junior notes. Refer to Note 11. Debt to the audited consolidated financial statements included herein for additional information. 54 Table of Contents Guarantor Summarized Financial Information As further described in Note 11.
We expect to continue to incur additional restructuring expense in 2024 and beyond, primarily related to programs focused on reducing global overhead costs and on the continued rotation of our manufacturing footprint to best cost locations in Europe, which includes approximately $80 million (of which approximately $40 million relates to the Signal and Power Solutions segment and approximately $40 million relates to the Advanced Safety and User Experience segment) for programs approved as of December 31, 2023, which includes $75 million related to the global salaried headcount reduction program described above and which are expected to be incurred within the next twelve months.
We expect to continue to incur additional restructuring expense in 2025 and beyond, primarily related to programs focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning manufacturing capacity with the levels of automotive production, which includes approximately $55 million (of which approximately $40 million relates to the Signal and Power Solutions segment and approximately $15 million relates to the Advanced Safety and User Experience segment) for programs approved as of December 31, 2024, inclusive of $35 million related to the global salaried headcount reduction program described above, and are expected to be incurred within the next twelve months.
As of December 31, 2023, approximately $1,615 million of share repurchases remained available under the January 2019 share repurchase program. 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.
As of December 31, 2024, approximately $2,515 million of share repurchases remained available under the July 2024 share repurchase program. 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.
The rates under the Credit Agreement on the specified dates are set forth below: December 31, 2023 December 31, 2022 SOFR plus ABR plus LIBOR plus ABR plus Revolving Credit Facility 1.06 % 0.06 % 1.06 % 0.06 % Tranche A Term Loan N/A N/A 1.105 % 0.105 % 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.
The rates under the Credit Agreement on the specified dates are set forth below: December 31, 2024 December 31, 2023 SOFR plus ABR plus SOFR plus ABR plus Revolving Credit Facility 1.06 % 0.06 % 1.06 % 0.06 % 52 Table of Contents 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.
A summary of the ordinary shares repurchased during the year ended December 31, 2023 is as follows: Total number of shares repurchased 4,701,558 Average price paid per share $ 84.59 Total (in millions) $ 398 There were no shares repurchased during the years ended December 31, 2022 and 2021.
A summary of the ordinary shares repurchased during the years ended December 31, 2024 and 2023 is as follows: Year Ended December 31, 2024 2023 Total number of shares repurchased 44,431,332 4,701,558 Average price paid per share $ 75.40 $ 84.59 Total (in millions) $ 3,350 $ 398 There were no shares repurchased during the year ended December 31, 2022.
As of December 31, 2023, 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.
As of December 31, 2024, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by AGF DAC, Aptiv PLC and Aptiv Swiss Holdings, subject to certain exceptions set forth in the Credit Agreement.
Investing activities —Net cash used in investing activities totaled $1,002 million and $5,182 million for the years ended December 31, 2023 and 2022, respectively.
Investing activities —Net cash used in investing activities totaled $507 million and $1,002 million for the years ended December 31, 2024 and 2023, respectively.
Our key strategic priorities include: Commercializing the high-tech evolution of the automotive industry . The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions. In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience.
The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions. In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience.
The process to estimate fair value described herein is generally applicable to other transactions, including the fair value estimates used in establishing the identifiable assets, liabilities and 53 Table of Contents goodwill recorded upon formation of Motional, Aptiv’s autonomous driving joint venture, and the resulting equity method investment recorded on Aptiv’s balance sheet.
The process to estimate fair value described herein is generally applicable to other transactions, including the fair value estimates used in establishing the identifiable assets, liabilities and goodwill recorded upon formation of Motional, Aptiv’s autonomous driving joint venture, and the resulting equity method investment recorded on Aptiv’s balance sheet. An acquisition may include a contingent consideration component.

… 225 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

15 edited+4 added−0 removed14 unchanged
Biggest changeAs described in Note 17. Derivatives and Hedging Activities to the audited consolidated financial statements included herein, in order to manage certain translational exposure, we have designated the 2015 Euro-denominated Senior Notes and the 2016 Euro-denominated Senior Notes as net investment hedges of the foreign currency exposure of our investments in certain Euro-denominated subsidiaries.
Biggest changeDerivatives and Hedging Activities to the audited consolidated financial statements included herein, in order to manage certain translational exposure, we have designated the 2024 Euro-denominated Senior Notes and the 2016 Euro-denominated Senior Notes as net investment hedges of the foreign currency exposure of our investments in certain Euro-denominated subsidiaries, and had designated the 2015 Euro-denominated Senior Notes prior to being redeemed in December 2024.
The applicable interest rates listed above for the Revolving Credit Facility may increase or decrease from time to time in increments of 0.01% to 0.20%, up to a maximum of 0.40% based 58 Table of Contents on changes to our corporate credit ratings or based on whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety, as further discussed in Note 11.
The applicable interest rates listed above for the Revolving Credit Facility may increase or decrease from time to time in increments of 0.01% to 0.20%, up to a maximum of 0.40% based on changes to our corporate credit ratings or based on whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety, as further discussed in Note 11.
We also face an inherent business risk of exposure to commodity prices risks, and have historically offset our exposure, particularly to changes in the price of various non-ferrous 57 Table of Contents metals used in our manufacturing operations, through fixed price purchase agreements, commodity swaps and option contracts.
We also face an inherent business risk of exposure to commodity prices risks, and have historically offset our exposure, particularly to changes in the price of various non-ferrous metals used in our manufacturing operations, through fixed price purchase agreements, commodity swaps and option contracts.
In some instances, we choose to reduce our transactional exposures through financial instruments (hedges) that provide offsets or limits to our exposures. Currently, our most significant hedged currency exposures relate to the Mexican Peso, Chinese Yuan Renminbi, Polish Zloty, Euro and Hungarian Forint.
In some instances, we choose to reduce our transactional exposures through financial instruments (hedges) that provide offsets or limits to our exposures. Currently, our most significant hedged currency exposures relate to the Mexican Peso, Chinese Yuan Renminbi, Polish Zloty, British Pound and Hungarian Forint.
We continue to manage our exposures to changes in currency rates and commodity prices using these derivative instruments. Currency Exchange Rate Risk Currency exposures may impact future earnings and/or operating cash flows. We have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”).
We continue to manage our exposures to changes in currency rates and commodity prices using these derivative instruments. 62 Table of Contents Currency Exchange Rate Risk Currency exposures may impact future earnings and/or operating cash flows. We have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”).
The interest rate period with respect to the SOFR interest rate option can be set at one-, three-, or six-months as selected by us in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly.
The interest rate period with respect to the SOFR interest rate option can be set at one-, three-, or six-months as selected by us in accordance with the terms of the Term Loan A Credit Agreement and the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly.
If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by $43 million and $37 million as of December 31, 2023 and 2022, respectively.
If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by $41 million and $43 million as of December 31, 2024 and 2023, respectively.
The Credit Agreement carries an interest rate, at our option, on Revolving Credit Facility borrowings of either (a) the ABR plus 0.06% per annum, or (b) SOFR plus 1.06% per annum, each of which include an adjustment resulting from the Company having met the sustainability-linked targets for the 2022 calendar year.
The Credit Agreement carries an interest rate, at our option, on Revolving Credit Facility borrowings of either (a) the ABR plus 0.06% per annum, or (b) SOFR plus 1.06% per annum, which includes an adjustment resulting from the Company having met the sustainability-linked targets for the 2023 calendar year.
As of December 31, 2023 and 2022 the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately $507 million and $446 million, respectively.
As of December 31, 2024 and 2023 the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately $925 million and $507 million, respectively.
The potential change in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be a loss of approximately $9 million and $6 million as of December 31, 2023 and 2022, respectively.
The potential change in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be a loss of approximately $21 million and $9 million as of December 31, 2024 and 2023, respectively.
The potential change in fair value for such financial instruments from a hypothetical 10% adverse change in quoted currency exchange rates would be a gain of approximately $23 million and $17 million as of December 31, 2023 and 2022, respectively.
The potential change in fair value for such financial instruments from a hypothetical 10% adverse change in quoted currency exchange rates would be a loss of approximately $21 million and a gain of approximately $23 million as of December 31, 2024 and 2023, respectively.
Debt to the audited consolidated financial statements included herein. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the Alternate Base Rate, SOFR, future changes in our corporate credit ratings or the sustainability-linked targets as discussed above. 59 Table of Contents
Debt to the audited consolidated financial statements included herein. Accordingly, the interest rate will fluctuate during the term of the Term Loan A Credit Agreement and the Credit Agreement based on changes in the Alternate Base Rate, SOFR, future changes in our corporate credit ratings or the sustainability-linked targets as discussed above.
The net fair value of our contracts was a liability of $2 million and $35 million as of December 31, 2023 and 2022, respectively.
The net fair value of our contracts was a liability of $6 million and $2 million as of December 31, 2024 and 2023, respectively.
Interest Rate Risk Our exposure to market risk associated with changes in interest rates relates primarily to our debt obligations. We do not use interest rate swap or other derivative contracts to manage our exposure to fluctuations in interest rates. As of December 31, 2023, we had no floating rate debt outstanding.
Interest Rate Risk Our exposure to market risk associated with changes in interest rates relates primarily to our debt obligations. We do not use interest rate swap or other derivative contracts to manage our exposure to fluctuations in interest rates.
During the year ended December 31, 2023, the foreign currency translation adjustment gain of $30 million was primarily due to the impact of a weakening U.S. dollar, which decreased approximately 15% in relation to the Mexican Peso and 3% in relation to the Euro, partially offset by an increase of approximately 2% in relation to the Chinese Yuan Renminbi from December 31, 2022.
During the year ended December 31, 2024, the foreign currency translation adjustment loss of $282 million was primarily due to the impact of a strengthening U.S. dollar, which increased approximately 18% in relation to the Mexican Peso, approximately 6% in relation to the Euro and approximately 1% in relation to the Chinese Yuan Renminbi from December 31, 2023.
Added
As of December 31, 2024, we had approximately $250 million of floating rate debt related to the Term Loan A Credit Agreement, and no floating rate debt outstanding related to the Credit Agreement.
Added
The Term Loan A Credit Agreement carries an interest rate, at our option, on loan borrowings of either (a) the ABR plus 0.25% per annum, or (b) SOFR plus 1.25% per annum.
Added
The applicable 63 Table of Contents interest rates listed above for the Term Loan A Credit Agreement may increase or decrease from time to time in increments of 0.125% to 0.25%, up to a maximum of 0.50% based on changes to our corporate credit ratings.
Added
The table below indicates interest rate sensitivity on interest expense to floating rate debt based on amounts outstanding as of December 31, 2024. Term Loan A Credit Agreement Change in Rate (impact to annual interest expense, in millions) 25 bp decrease ‘ - $1 25 bp increase ‘ + $1 64 Table of Contents

Other APTV 10-K year-over-year comparisons