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What changed in Aptiv's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Aptiv's 2024 and 2025 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 2025 report.

+559 added−513 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-07)

Top changes in Aptiv's 2025 10-K

559 paragraphs added · 513 removed · 397 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

71 edited+24 added−35 removed56 unchanged
Biggest changeIn 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.
Biggest changeOur key competitors in each of our operating segments include but are not limited to: Segment Competitors Advanced Safety and User Experience • Bosch Group • Aumovio Se • Denso Corporation • Gentex Corporation • Harman International (a subsidiary of Samsung Electronics) • Mobileye • Nutanix • Red Hat • Valeo Engineered Components Group • Amphenol Corporation • Molex, LLC (a subsidiary of Koch, Inc.) • TE Connectivity plc Electrical Distribution Systems • Furukawa Electric Co., Ltd. • Lear Corporation • Sumitomo Electric Industries, Ltd. • Yazaki Corporation 9 Table of Contents Customers We sell our products and services to the major global OEMs in every region of the world.
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.
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 the Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under the Credit Agreement as the “parent entity” thereunder.
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.
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 the Credit Agreement in which New Aptiv guaranteed the obligations under the Credit Agreement.
Although we believe our strategic partnerships have us well-aligned with industry technology mega-trends in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.
Although we believe our strategic partnerships have us well-aligned with industry technology trends in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.
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.
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, 2026), current positions and description of business experience of each of our executive officers are listed below.
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.
As of December 31, 2025, 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.
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.
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.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through ir.aptiv.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).
Clark served as Fisher-Scientific’s corporate controller and treasurer. Varun Laroyia , 53, is Aptiv’s executive vice president and chief financial officer, effective November 2024.
Clark served as Fisher-Scientific’s corporate controller and treasurer. Varun Laroyia , 54, is Aptiv’s executive vice president and chief financial officer, effective November 2024.
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.
Our customer base includes the 25 largest automotive OEMs in the world, and in 2025, 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 2025 were with six different OEMs.
Our global scale and regional service model enables us to engineer globally and execute regionally to serve the largest OEMs, which are seeking suppliers that can serve them on a worldwide basis. Our footprint also enables us to adapt to the regional design variations the global OEMs require while also serving key growth market OEMs.
Our global scale and regional service model enables us to engineer globally and execute regionally and to serve the largest OEMs, which are seeking suppliers that can serve them on a 6 Table of Contents worldwide basis. Our footprint also enables us to adapt to the regional design variations the global OEMs require while also serving key growth market OEMs.
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.
Our standard safety management system is aligned with ISO 45001, and we are committed to ensuring all our manufacturing sites are ISO 45001 certified by 2026. As of December 31, 2025, 92% of our sites are certified under this standard. Commitment to Environmental Sustainability Sustainability has always been core to Aptiv’s business, values and culture.
As of December 31, 2024, approximately 50% of our total workforce were women, and approximately 25% of management roles were held by women.
As of December 31, 2025, approximately 50% of our total workforce were women, and approximately 25% of management roles were held by women.
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.
Clark , 63, is chair 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.
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.
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 do not necessarily constitute firm orders.
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.
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. 14 Table of Contents Katherine H. Ramundo , 58, is executive vice president, chief legal officer, chief compliance officer and secretary of Aptiv.
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.
Overall, we expect long-term growth of global vehicle sales and production in the OEM market. In 2025, the industry experienced fluctuations in global customer sales and production schedules, and generally increased inventory levels, primarily driven by various global uncertainties and global inflationary pressures.
As a result, suppliers are focused on developing technologies aimed at protecting vehicle occupants when a crash occurs, as well as advanced driver assistance systems that reduce driver distractions and automated safety features that proactively mitigate the risk of a crash occurring.
As a result, suppliers are focused on developing technologies aimed at protecting vehicle occupants when a crash occurs, with advanced driver assistance systems that reduce driver distractions, as well as automated safety features that proactively mitigate the risk of a crash occurring, such as lane departure warning and centering systems.
In the case of copper, which primarily affects our Signal and Power Solutions segment, contract clauses have enabled us to pass on some of the price increases to our customers and thereby partially offset the impact of increased commodity costs on operating income for the related products.
In the case of copper, which primarily affects our Electrical Distribution Systems segment, contract clauses have enabled us to pass on some of the price increases to our customers and thereby partially offset the impact of increased commodity costs on operating income for the related products.
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.
In addition, in 2025 our products were found in 18 of the 20 top-selling vehicle models in the United States (“U.S.”), 17 of the 20 top-selling vehicle models in Europe and 20 of the 20 top-selling vehicle models in China.
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.
We operate 139 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 20,700 scientists, engineers and technicians focused on developing market relevant product solutions for our customers.
We identify locations where we operate that are water-scarce and take action to reduce our water consumption accordingly, while also striving to comply with best practices in lower-risk locations. Our goal is to reduce water consumption in high-risk (water-scarce) locations by 2% per year through 2025.
We identify locations where we operate that are water-scarce and take action to reduce our water consumption accordingly, while also striving to comply with best practices in lower-risk locations. Our goal is to reduce water consumption in high-risk (water-scarce) locations.
Laroyia served as chief financial officer, Global Workplace Solutions for CBRE Group, Inc. from 2015 to 2017 and, prior to that, in a variety of roles of increasing responsibility at Johnson Controls, Gateway, General Electric and KPMG in Europe and North America. Allan J.
Laroyia served as chief financial officer, Global Workplace Solutions for CBRE Group, Inc. from 2015 to 2017 and, prior to that, in a variety of roles of increasing responsibility at Johnson Controls, Gateway, General Electric and KPMG in Europe and North America. Allan J. Brazier , 59, is senior vice president and chief accounting officer of Aptiv.
(“Wind River”) in December 2022. Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy over the air and run and manage software at the vehicle edge.
Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy OTA and run and manage software at the vehicle edge.
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.
Global automotive vehicle production increased 4% from 2024 to 2025 (1% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue), reflecting increased vehicle production of 10% in China and 1% in South America, our smallest region, partially offset by declines of 2% in North America and 1% in Europe.
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.
Our ten largest customers accounted for approximately 56% of our total net sales for the year ended December 31, 2025, which included approximately 10% to an individual Global OEM. 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.
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.
As of December 31, 2025 our workforce is distributed as follows: • 50% in North America, with our largest presence in Mexico; • 30% in the Europe, Middle East and Africa region, with our largest presence in Morocco and Serbia; • 15% in the Asia Pacific region, with our largest presence in China and India; and • 5% in South America, with our largest presence in Brazil.
Following the reorganization transaction, Aptiv Swiss Holdings replaced Old Aptiv as an obligor under the Credit Agreements, the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreements (and will act as the “parent entity” thereunder) and the indentures.
Following the reorganization transaction, Aptiv Swiss Holdings (i) replaced Old Aptiv as a guarantor of the borrowers’ obligations under the Credit Agreement, and (ii) succeeded to Old Aptiv as an obligor under the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreement (and will act as the “parent entity” thereunder) and the indentures.
Prices are negotiated with respect to each business award, which may be subject to adjustments under certain circumstances, such as commodity or foreign exchange escalation/de-escalation clauses or for cost reductions achieved by us.
Prices are negotiated with respect to each business award, which may be subject to adjustments under certain circumstances, such as commodity or foreign exchange escalation/de-escalation clauses, significant changes in direct labor costs, for specification/design changes during the life of the program or for cost reductions achieved by us.
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.
He was promoted to senior vice president in April 2025, after serving as vice president and chief accounting officer from 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.
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.
Intelligent, software-defined solutions, such as increasingly capable automated driving technologies, offer significant societal benefits and create long-term growth opportunities for our product offerings, including new customers such as mobility providers, telecommunications network operators and smart cities.
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. • Advanced Safety primarily consists of solutions that enable advanced safety features and vehicle automation, as well as radar, vision and other sensing technologies. • User Experience primarily enables in-cabin solutions around infotainment, driver interface and interior sensing solutions. • Smart Vehicle Compute and Software primarily consists of zone control and centralized computing platforms, as well as edge-to-cloud tools.
This segment provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including intelligent sensors, high-performance compute, advanced software for applications such as Advanced Driver Assistance Systems and User Experience, as well as tools and services. • Advanced Safety includes solutions that enable advanced safety features and vehicle automation, as well as radar, vision and other sensing technologies. • User Experience enables in-cabin solutions around infotainment, driver interface and interior sensing. • Smart Vehicle Compute and Software consists of zone control and centralized compute platforms, as well as edge-to-cloud DevOps tools.
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.
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.
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.
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.
Our Chinese customers generally halt operations for one week during the months of February and October. Shut-down periods in the rest of the world generally vary by country. In addition, automotive production is traditionally reduced in the months of July, August and September due to the launch of component production for new vehicle models.
Our European customers generally reduce production during the months of July and August and for one week in December. Our Chinese customers generally halt operations for one week during the months of February and October. Shut-down periods in the rest of the world generally vary by country.
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.
Employee NPS improved approximately 12 points, positioning Aptiv among the top 25% of technology companies for employee engagement, according to industry benchmarks. 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.
We believe the complexity of these systems will also require ongoing software support services, as these vehicle systems will be continuously upgraded with new features and performance enhancements As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we acquired Wind River Systems, Inc.
As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and enable advanced smart vehicle architecture changes, we acquired Wind River Systems, Inc. (“Wind River”) in December 2022.
We believe that continuously increasing societal demands have created the three “mega-trends” that serve as the basis for the next wave of market-driven automotive technology advancement.
We believe that continuously increasing societal demands have resulted in three key trends that serve as the basis for the next wave of technology advancement across multiple industries, including automotive.
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.
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. In 2025, we continued sustaining pay equity by race in the United States and gender pay equity among comparable roles globally.
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.
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 are uncompromising in our commitment to health, safety and well-being of all our employees and we treat safety performance as a critical operational priority.
Liotine served as chief executive officer at Briggs & Stratton, and previously, he spent nearly 20 years in senior executive roles at Whirlpool Corporation, most recently as president and chief operating officer, where he led the global appliance business. Mr. Liotine began his career at PepsiCo, where he held several positions within sales and procurement. Obed D.
Liotine joined Aptiv in April 2024 as president, Signal and Power Solutions. Prior to joining Aptiv, Mr. Liotine served as chief executive officer at Briggs & Stratton, and previously, he spent nearly 20 years in senior executive roles at Whirlpool Corporation, most recently as president and chief operating officer, where he led the global appliance business. Mr.
To achieve these commitments, we are targeting: • Reducing Scope 1 and 2 absolute CO2e emissions by 100% between the baseline year (2021) and 2030; • Reducing Scope 3 absolute CO2e emissions by 47% between the baseline year and 2030, and achieving 100% reduction by 2040; • Maintaining annual certification of all major manufacturing sites to the ISO 14001 standard; • Certifying ten of the most energy-intensive sites to the ISO 50001 certification by 2025; • Sourcing 100% of electricity for operations from renewable sources by 2030; and • Delivering only carbon-neutral products by 2039, from sourcing to disposal.
To achieve these commitments, we are targeting: • Maintaining annual certification of all major manufacturing sites to the ISO 14001 standard; • Certifying the most energy-intensive sites to the ISO 50001 certification; and • Sourcing 100% of electricity for operations from renewable sources by 2030.
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.
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.
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.
We remain an industry leader in workplace safety, achieving a lost time injury frequency rate of 0.21 cases per million hours worked and our lost workday case rate per 100 employees of 0.043 for the year ended December 31, 2025. These outcomes demonstrate the strength of our safety culture and the operational resilience it enables.
We aim to continue developing leading edge technology focused on addressing these mega-trends, and apply that technology toward products with sustainable margins that enable our customers, both OEMs and others, to produce distinctive market-leading products.
We aim to continue developing leading edge technology focused on addressing these trends, and apply that technology toward products with sustainable margins that enable our customers to produce distinctive market-leading products. We have identified a core portfolio of products that draw on our technical strengths and align with these trends where we believe we can provide differentiation. Automation .
We will continue our efforts to pass market-driven commodity cost increases to our customers in an effort to mitigate all or some of the adverse earnings impacts, including by seeking to renegotiate terms as contracts with our customers expire.
We will continue our efforts to pass market-driven commodity cost increases to our customers in an effort to mitigate all or some of the adverse earnings impacts, including by seeking to renegotiate terms as contracts with our customers expire. 10 Table of Contents Seasonality In general, our business is moderately seasonal, as our primary North American customers historically reduce production during the month of July and halt operations for approximately one week in December.
Additional Sustainability Information Additional information regarding our environmental sustainability and human capital initiatives, as well as information on our progress towards our commitments, is available in our annual Sustainability Report located on our website at www.aptiv.com/about/sustainability .
We are creating packaging that uses less material and we continue to strive to increase the share of waste and excess materials we divert to recycling. 12 Table of Contents Additional Sustainability Information Additional information regarding our environmental sustainability and human capital initiatives, as well as information on our progress towards our commitments, is available in our annual Sustainability Report located on our website at www.aptiv.com/about/sustainability .
Before joining Aptiv, he served as senior vice president and general manager of Cisco Collaboration, and prior to his tenure at Cisco, Mr. Khan was the vice president of Enterprise and Consumer Security products at Symantec. He began his career as an engineer at Novell, before moving to leadership roles at Symantec. Joseph T.
Khan was the vice president of Enterprise and Consumer Security products at Symantec. He began his career as an engineer at Novell, before moving to leadership roles at Symantec. Joseph T. Liotine , 53, is executive vice president and president, Electrical Distribution Systems, a position he has held since November 2024. Mr.
We routinely assess occupational health and safety risks, define controls and perform internal audits for all manufacturing sites, assessing, among other things, legal compliance, controls and key workplace safety metrics.
Our safety program is built on rigorous prevention, training, auditing and risk mitigation in our manufacturing plants, technical centers and offices. We continuously assess occupational health and safety risks, define controls and perform internal audits for all manufacturing sites, assessing, among other things, legal compliance, controls and key workplace safety metrics. Our results reflect this discipline.
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.
We are developing key enabling technologies in the areas of vehicle charging and vehicle power distribution and control, which are essential to the introduction of our customers’ increasingly electrified vehicle platforms.
We 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.
We have organized our business into three distinct segments, which enable us to develop technology solutions and manufacture highly-engineered products that enable our customers to best address these secular trends: • Advanced Safety and User Experience —This segment, which includes our Active Safety, User Experience and Smart Vehicle Compute and Software product lines, provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including intelligent sensors, high-performance compute platforms, and advanced software tools and services. • Engineered Components Group— This segment provides connection systems, high-performance interconnects, and cable management and protection solutions that optimize the distribution of power, signal, and data for next-generation applications across multiple end markets. • Electrical Distribution Systems— This segment provides a full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures.
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.
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 .
OEMs continue to focus on improving occupant and pedestrian safety in order to meet increasingly stringent regulatory requirements in various markets.
In the automotive industry, Automation refers to safety, comfort and convenience features. OEM customers continue to focus on improving vehicle occupant and vulnerable road user safety to meet increasingly stringent regulatory requirements in various markets.
He previously served as vice president, Talent, Watson Health & Employee Experience from 2019 to 2020 and vice president, Human Resources, IBM Watson, Watson Health, Research, Technical Talent & Corporate from 2015 to 2020. He began his IBM career in 2001 and held several human resources positions of increasing responsibility. Before joining IBM, Mr.
He joined Aptiv from IBM, where he was senior vice president, Transformation and Culture from August 2020 through December 2022. He previously served as vice president, Talent, Watson Health & Employee Experience from 2019 to 2020 and vice president, Human Resources, IBM Watson, Watson Health, Research, Technical Talent & Corporate from 2015 to 2020.
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 original equipment manufacturers (“OEMs”) in the world.
We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive original equipment manufacturers (“OEMs”) in the world, as well as many of the leading aerospace and defense companies and global telecom operators.
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.
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.
Products Our organizational structure and management reporting support the management of these core product lines: Advanced Safety and User Experience .
Suppliers with strong technologies, robust global engineering and development capabilities will be best positioned to meet OEM demands for rapid innovation. 8 Table of Contents Products Our organizational structure and management reporting support the management of these core product lines: Advanced Safety and User Experience .
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.
In addition, automotive production is traditionally reduced in the months of July, August and September due to the launch of component production for new vehicle models. People As of December 31, 2025, we employed approximately 140,000 people; 30,000 salaried employees and 110,000 hourly employees. In addition, we maintain a contingent workforce of approximately 51,000 to accommodate fluctuations in customer demand.
Suppliers that can provide fully engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing. 8 Table of Contents 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.
OEMs are also increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs. Suppliers that can provide fully engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing from global suppliers.
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.
Liotine began his career at PepsiCo, where he held several positions within sales and procurement. Obed D. Louissaint , 46, 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 when he assumed responsibility for the Company’s communication function.
We also leverage Aptiv Academy, our online learning management system, across the business, using in-person, online and virtual reality learning opportunities. We continue to focus on developing great people in order to maximize organizational effectiveness. Culture Aptiv’s culture is a key advantage to how we do business.
We also leverage Aptiv Academy, our online learning management system, across the business. In 2025, adoption of Aptiv Academy scaled to approximately 95% of our salaried population. Culture Aptiv’s culture is a competitive advantage to how we execute our strategy.
The total gain recorded as a result of these transactions was approximately $641 million ($2.50 per diluted share) during the year ended December 31, 2024, within net gain on equity method transactions in the consolidated statements of operations. Refer to Note 5. Investments in Affiliates to the audited consolidated financial statements contained herein for further information on these transactions.
In May 2025, Hyundai provided additional funding to Motional, further reducing Aptiv’s common equity interest in Motional from 15% as of March 31, 2025 to approximately 13% as of December 31, 2025. Refer to Note 5. Investments in Affiliates to the audited consolidated financial statements contained herein for further information on these transactions.
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.
Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future. We deliver flexible and scalable solutions that support our customers’ transition to an increasingly software-defined future. Our 5 Table of Contents technologies reach from sensor to cloud, including the hardware and software necessary to support automotive and other industries on a global basis.
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.
He began his IBM career in 2001 and held several human resources positions of increasing responsibility. Before joining IBM, Mr. Louissaint was president at Student Agencies, Inc. Joseph R. Massaro , 56, is Aptiv’s vice chair and president, Engineered Components Group, a position he has held from November 2024. Mr.
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.
As a result, OEMs prefer suppliers that have the capability to manufacture products on a global basis with manufacturing and design flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering and manufacturing capabilities are best positioned to benefit from this trend.
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.
Javed Khan , 53, is executive vice president and president, Software and Advanced Safety and User Experience, a position he has held since he joined Aptiv in August 2024. Before joining Aptiv, he served as senior vice president and general manager of Cisco Collaboration, and prior to his tenure at Cisco, Mr.
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.
Aptiv maintains a comprehensive suite of career, technical, and leadership development programs designed to enhance execution for today while preparing our workforce for the business needs of the future. Our employees complete formal leadership and management training using in-person, online and virtual learning opportunities to enhance their abilities.
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.
In the automotive industry, Digitalization refers to connectivity, software-defined solutions, and the ability to evolve and improve over a vehicle’s lifecycle in response to consumer demand for greater safety, personalization, productivity and convenience features. This shift, in turn, is driving increased demand for electrical and electronic architecture as the foundation for this content.
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.
We conduct regular employee feedback surveys to measure engagement, which includes assessing each employee’s commitment to our Company’s goals and the overall employee experience. In December 2025, 85% of our salaried employees responded to 11 Table of Contents this survey. Aptiv achieved an engagement score of 8.0, an improvement of approximately 0.3 compared to 2024.
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.
Standardization of Sourcing by OEMs Many OEMs are continuing to develop vehicle platforms intended to increase standardization, reduce per-unit cost and increase capital efficiency and profitability. In addition, geopolitical tensions are also causing them to regionalize their supply chains.
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.
We provide training, coaching and mentoring to our employees at all levels, as well as internal career pathways—including global rotations and stretch assignments—to build the technical and leadership capability necessary to lead for today and as our business evolves.
Removed
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.
Added
On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders (the “Separation”). The Company plans to complete the Separation by April 1, 2026, subject to customary closing conditions.
Removed
Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles.
Added
The new publicly traded Electrical Distributions Systems spin-off company will be named Versigent, and will trade on the NYSE under the symbol “VGNT” following the distribution date. During the year ended December 31, 2025, the Company incurred costs of approximately $178 million related to the Separation.
Removed
The Company plans to complete the separation by March 31, 2026, subject to customary closing conditions. Website Access to Company’s Reports Aptiv’s website address is aptiv.com .
Added
These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, are primarily related to third-party professional fees associated with planning the Separation. The Company expects to continue to incur additional expenses related to the Separation through the completion of the transaction.
Removed
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.
Added
In connection with the Separation, in the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.
Removed
More broadly, the “Safe,” “Green” and “Connected” mega-trends are expected to drive higher growth for our products than the underlying markets they serve.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe 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.
Biggest changeThese 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.
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.
It is possible that we could incur additional 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.
These capabilities are also susceptible to interruptions (including those caused by systems failures, cyber-attacks and other natural or man-made incidents or disasters), which may be prolonged or go undetected. Cyber-attacks are continually increasing in their frequency, sophistication and intensity. Additionally, some actors are using artificial intelligence technology to launch more automated, targeted and coordinated attacks which further heightens these risks.
These capabilities are also susceptible to interruptions (including those caused by systems failures, cyberattacks and other natural or man-made incidents or disasters), which may be prolonged or go undetected. Cyberattacks are continually increasing in their frequency, sophistication and intensity. Additionally, some actors are using artificial intelligence technology to launch more automated, targeted and coordinated attacks which further heightens these risks.
The planned separation is intended to qualify as a tax-free transaction for both Swiss and U.S. federal income tax purposes. Completion of the spin-off will be contingent upon customary closing conditions. These or other unanticipated developments could delay or prevent the proposed spin-off or cause the proposed spin-off to occur on terms or conditions that are less favorable than anticipated.
The planned Separation is intended to qualify as a tax-free transaction for both Swiss and U.S. federal income tax purposes. Completion of the Separation will be contingent upon customary closing conditions. These or other unanticipated developments could delay or prevent the proposed Separation or cause the proposed Separation to occur on terms or conditions that are less favorable than anticipated.
We are subject to laws and regulations governing, among other things: • the generation, storage, handling, use, transportation, presence of, or exposure to hazardous materials; • the emission and discharge of hazardous materials into the ground, air or water; • climate change; • the incorporation of certain chemical substances into our products, including electronic equipment; and • the health and safety of our employees.
We are subject to laws and regulations governing, among other things: • the generation, storage, handling, use, transportation, disposal, cleanup, or presence of, or exposure to hazardous materials; • the emission and discharge of hazardous materials into the ground, air or water; • climate change; • the incorporation of certain chemical substances into our products, including electronic equipment; and • the health and safety of our employees.
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.
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 governments implemented broad economic sanctions against Russia.
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.
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 • damage our reputation, all of which could negatively affect our financial condition and results of operations.
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 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 year ended December 31, 2023.
Certain environmental laws impose liability, sometimes regardless of fault, for investigating or cleaning up contamination on or emanating from our currently or formerly owned, leased or operated property, as well as for damages to property or natural resources and for personal injury arising out of such contamination.
Certain environmental laws impose liability, sometimes regardless of fault, for investigating or cleaning up contamination on or emanating from our currently or formerly owned, leased, operated or otherwise used property, as well as for damages to property or natural resources and for personal injury arising out of such contamination.
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.
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, 2025 and 2024.
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.
While we have environmental reserves of approximately $4 million at December 31, 2025 for the cleanup of presently-known environmental contamination conditions, it cannot be guaranteed that actual costs will not significantly exceed these reserves.
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.
The outbreak of armed conflicts in the Middle East beginning in October 2023 has also created numerous uncertainties, including the risk that the conflicts spread throughout the broader region, and their impact on the global economy and supply chains.
Further, our Board of Directors could decide, either because of a failure to satisfy closing conditions or because of market or other factors, to abandon the proposed spin-off. We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the spin-off, or such benefits may be delayed or not occur at all.
Further, our Board of Directors could decide, either because of a failure to satisfy closing conditions or because of market or other factors, to abandon the proposed Separation. We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the Separation, or such benefits may be delayed or not occur at all.
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.
Refer to Item 1. Business of this Annual Report on Form 10-K for further information on the Company’s reorganization transaction. 29 Table of Contents 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.
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.
Despite recent trade negotiations and the potential for trade agreements between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs and any associated retaliatory measures, 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.
Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results.
Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs, taxes or non-tariff barriers on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results.
For example, adoption of GHG or climate change rules in jurisdictions in which we operate facilities could require installation of emission controls, acquisition of emission credits, emission reductions, or other measures that could be costly, and could also impact utility rates and increase the amount we spend annually for energy.
For example, adoption of greenhouse gas or climate change rules in jurisdictions in which we operate facilities could require installation of emission controls, acquisition of emission credits, emission reductions, or other measures that could be costly, and could also impact utility rates and increase the amount we spend annually for energy.
If our third-party manufacturers fail to deliver products, parts and components of sufficient quality on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged. From time to time, we have underutilized our manufacturing lines.
If our third-party manufacturers fail to deliver products, parts and components of sufficient 21 Table of Contents quality on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged. From time to time, we have underutilized our manufacturing lines.
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.
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 and Development (“OECD”) Pillar Two Framework, and changes related to tax holidays or tax incentives.
In addition, automotive sales and production can be affected by labor relations issues, regulatory requirements, trade agreements, the availability of consumer financing, inflationary pressures, interest rate volatility, supply chain disruptions and other factors, including global health crises.
In addition, automotive sales and production can be affected by labor relations issues, regulatory requirements, trade 16 Table of Contents agreements, the availability of consumer financing, inflationary pressures, interest rate volatility, supply chain disruptions and other factors, including global health crises.
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.
If Aptiv is unable to make a distribution out of qualifying capital contribution reserves ( Reserven aus Kapitaleinlagen ), 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.
We cannot ensure that we will not experience any material warranty, product liability or intellectual property claim losses in the future or that we will not incur significant costs to defend such claims. We may be adversely affected by laws or regulations, including environmental, health and safety and climate change, regulation, litigation or other liabilities.
We cannot ensure that we will not experience any material warranty, 26 Table of Contents product liability or intellectual property claim losses in the future or that we will not incur significant costs to defend such claims. We may be adversely affected by laws or regulations, including environmental, health and safety and climate change, regulation, litigation or other liabilities.
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.
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.
Our customers generally are OEMs in the automotive industry. This industry is subject to rapid technological change, vigorous competition, cyclical and short product life cycles, reduced consumer demand patterns and industry consolidation. When our customers are adversely affected by these factors, we may be similarly affected to the extent that our customers reduce the volume of orders for our products.
This industry is subject to rapid technological change, vigorous competition, cyclical and short product life cycles, reduced consumer demand patterns and industry consolidation. When our customers are adversely affected by these factors, we may be similarly affected to the extent that our customers reduce the volume of orders for our products.
In addition, certain UAW-represented employees at GM, Ford and Stellantis initiated labor strikes in September 2023, lasting more than six weeks in duration. As GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2023.
In addition, certain UAW-represented employees at GM, Ford and Stellantis initiated labor strikes in September 2023, lasting more than six weeks in duration. As 22 Table of Contents GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2023.
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.
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.
Although we continue to employ capabilities, processes and other security and privacy measures designed to reduce risks of cyber-attacks against our products, such measures may not provide absolute security (and, in turn, privacy) and may not sufficiently mitigate all potential risks under all scenarios.
Although we continue to employ capabilities, processes and other security and privacy measures designed to reduce risks of cyberattacks against our products, such measures may not provide absolute security (and, in turn, privacy) and may not sufficiently mitigate all potential risks under all scenarios.
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.
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.
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.
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 $128 million as of December 31, 2025.
However, failing to properly respond to and invest in information technology and cybersecurity advancements may limit our ability to attract and retain customers, prevent us from offering similar products and services as those offered by our competitors or inhibit our ability to meet regulatory, industry or other compliance requirements.
However, failing to properly respond to and invest in information technology and cybersecurity advancements may limit our ability to 25 Table of Contents attract and retain customers, prevent us from offering similar products and services as those offered by our competitors or inhibit our ability to meet regulatory, industry or other compliance requirements.
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.
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 42% of our total net sales for the year ended December 31, 2025. Accordingly, our revenues may be adversely affected by decreases in any of their businesses or market share.
Our results will also suffer if these areas do not grow as quickly as we anticipate. We may not be able to respond quickly enough to changes in regulations, technology and technological risks, and to develop our intellectual property into commercially viable products.
Our results will also suffer if these areas do not grow as quickly as we anticipate. 18 Table of Contents We may not be able to respond quickly enough to changes in regulations, technology and technological risks, and to develop our intellectual property into commercially viable products.
To date, we have not experienced a system failure, cyber-attack or security breach that has resulted in a material interruption in our operations or material adverse effect on our financial condition.
To date, we have not experienced a system failure, cyberattack or security breach that has resulted in a material interruption in our operations or material adverse effect on our financial condition.
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.
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 32% of our net sales for the year ended December 31, 2025.
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.
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, 2024 and 2025, our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from any public health crises.
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.
Global automotive vehicle production increased 4% from 2024 to 2025 (1% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue), reflecting increased vehicle production of 10% in China and 1% in South America, our smallest region, partially offset by declines of 2% in North America and 1% in Europe.
As GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2023.
As GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results 19 Table of Contents and cash flows for the year ended December 31, 2023.
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.
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.
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.
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. In addition, environmental laws and regulations are complex, change frequently and generally have tended to become more stringent over time.
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.
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 (“ Reserven aus Kapitaleinlagen ”) or, in such case of share repurchases, such payment is made via a virtual second line of trading through a third -party bank.
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.
Global supply chain disruptions have in the past and could in the future 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.
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.
Approximately 64% of our net revenue for the year ended December 31, 2025 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.
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.
We do not have a material physical presence in either Russia or Ukraine, with less than 1% of our workforce located in the countries as of December 31, 2025. For the year ended December 31, 2025, less than 1% of our net sales were generated from manufacturing facilities in Ukraine, and we did not generate any sales in Russia.
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, while we have identified high voltage electrification systems as a key product market, certain of our OEM customers have recently announced delays in or changes to their software-defined 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.
The proposed spin-off is subject to various conditions, is complex in nature, and may be affected by unanticipated developments, credit and equity markets, or changes in market conditions. As independent, publicly traded companies, each business will be smaller and less diversified, with a narrower business focus and may be more vulnerable to changing market conditions.
The Separation is subject to various conditions, is complex in nature, and may be affected by unanticipated developments, credit and equity markets, or changes in market conditions. As two independent, publicly traded companies, each company will be smaller and less diversified than Aptiv, with a narrower business focus and may be more vulnerable to changing market conditions.
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.
Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled $423 million at December 31, 2025, of which $24 million is included in accrued liabilities, $428 million is included in long-term liabilities and $29 million is included in long-term assets in our consolidated balance sheets.
Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis are significant factors in our ability to remain competitive and to maintain or increase our revenues.
Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive and to maintain or increase our revenues.
For the year ended December 31, 2024, approximately 65% of our net revenue came from sales outside the U.S.
For the year ended December 31, 2025, approximately 64% of our net revenue came from sales outside the U.S.
Although we receive purchase orders from our customers, these purchase orders generally provide for the supply of a customer’s requirements for a particular vehicle model and assembly plant, rather than for the purchase of a specific quantity of products.
Although we receive purchase orders from many of our customers, these purchase orders generally provide for the supply of a customer’s annual requirements for a particular vehicle model and assembly plant, or in some cases, for the supply of a customer’s requirements for the life of a particular vehicle model, rather than for the purchase of a specific quantity of products.
We may not be as successful as competitors at recruiting, assimilating and retaining highly skilled personnel. The loss of the services of any member of senior management or a key salaried employee could have an adverse effect on our business. ITEM 1B. UNRESOLVED STAFF COMMENTS We have no unresolved SEC staff comments to report.
We may not be as successful as competitors at recruiting, assimilating and retaining highly skilled personnel. The loss of the services of any member of senior management or a key salaried employee could have an adverse effect on our business.
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.
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.
However, as suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, OEMs continue to look to their suppliers for contribution when faced with recalls and product liability claims.
However, as suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, OEMs continue to look to their suppliers for contribution when faced with recalls and product liability claims. The number of vehicles recalled globally by OEMs has increased above historical levels.
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.
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. For example, in 2025, General Motors (“GM”) restructured their operations in China given challenges in the Chinese market.
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.
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.
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.
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 ( Reserven aus Kapitaleinlagen ) may be depleted over time as Aptiv uses such reserves for distributions to shareholders or share repurchases.
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.
The overall (federal, cantonal, communal) effective corporate income tax rate may vary, but amount to a maximum of approximately 15% in 2025 for companies resident in Schaffhausen, Switzerland, depending on the amount of taxable net profit and respective cantonal/communal multiplier.
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.
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.
We continue to monitor the situation and will seek to minimize its impact to our business, while prioritizing the safety and well-being of our employees located in both countries and our compliance with applicable laws and regulations in the locations where we operate.
These charges were recorded within cost of sales in the consolidated statements of operations. 24 Table of Contents We continue to monitor the situation and will seek to minimize its impact to our business, while prioritizing the safety and well-being of our employees located in both countries and our compliance with applicable laws and regulations in the locations where we operate.
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%.
If it does not have qualifying capital contribution reserves ( Reserven aus Kapitaleinlagen ) and is not able to secure an efficient second virtual 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% which can be reduced depending on the tax residency of the dividend recipient.
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.
While the impacts to the Company resulting from these incremental tariffs were not significant during 2025, the future impact of any announced 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, and may be material to the Company.
A significant public health crisis, such as the COVID-19 pandemic, could adversely impact our business as well as those of our suppliers and customers.
A significant public health crisis, such as the COVID-19 pandemic, could adversely impact our business as well as those of our suppliers and customers. Any future significant public health crisis could adversely impact the global economy, our industry and the overall demand for our products.
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.
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.
Any future significant public health crisis could adversely impact the global economy, our industry and the overall demand for our products. In addition, preventative or reactionary measures taken by governmental authorities may disrupt the ability of our employees, suppliers and other business partners to perform their respective functions and obligations relative to the conduct of our business.
In addition, preventative or reactionary measures taken by governmental authorities may disrupt the ability of our employees, suppliers and other business partners to perform their respective functions and obligations relative to the conduct of our business.
Following the proposed separation, the combined value of the ordinary shares of the two publicly-traded companies may not be equal to or greater than what the value of our ordinary shares would have been had the proposed separation not occurred.
We may experience negative reactions from financial markets if we do not complete the Separation in a reasonable time period. Following the proposed Separation, the combined value of the ordinary shares of the two publicly-traded companies may not be equal to or greater than what the value of our ordinary shares would have been had the proposed Separation not occurred.
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.
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 interpretation of the law and assess us with additional taxes. Should additional taxes be assessed, this may result in a material adverse effect on our results of operations and financial condition.
A prolonged economic downturn or economic uncertainty could adversely affect our business and cause us to require additional sources of financing, which may not be available. Our sensitivity to economic cycles and any related fluctuation in the businesses of our customers or potential customers may have a material adverse effect on our financial condition, results of operations or cash flows.
Our sensitivity to economic cycles and any related fluctuation in the businesses of our customers or potential customers may have a material adverse effect on our financial condition, results of operations or cash flows.
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.
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 we fail to achieve our sustainability goals and reduce our impact on the environment, or if there becomes a public perception that we have failed to act responsibly regarding climate change and sustainability, we could be exposed to negative publicity, which could adversely affect our business and reputation.
Furthermore, if we fail to achieve our sustainability goals and reduce our impact on the environment, or if there becomes a public perception that we have failed to act responsibly regarding climate change and sustainability, we could be exposed to negative publicity, which could adversely affect our business, results of operations, cash flows, financial condition and reputation. 27 Table of Contents We may identify the need for additional environmental remediation or demolition obligations relating to facility divestiture, closure and decommissioning activities.
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.
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.
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.
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.
The loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier could reduce our sales and thereby adversely affect our financial condition, operating results and cash flows.
The discontinuation or loss of business, or lack of commercial success with respect to a particular product for which we are a significant supplier could reduce our sales and harm our profitability.
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.
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 17 Table of Contents businesses or market share in China.
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.
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.
Executing the spin-off will require significant resources, time and attention from our senior management and employees, which could divert attention and resources away from other projects and the day-to-day operation of our business We may experience negative reactions from financial markets if we do not complete the spin-off in a reasonable time period.
Executing the Separation will require significant resources, time and attention from our senior management and employees, which could divert attention and resources away from other projects and the day-to-day operation of our business.
We have currency exposures related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate.
We are exposed to foreign currency fluctuations as a result of our substantial global operations, which may affect our financial results. We have currency exposures related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate.
There can be no assurance that we would be able to secure such financing on terms acceptable to us, or at all. A drop in the market share and changes in product mix offered by our customers can impact our revenues. We are dependent on the continued growth, viability and financial stability of our customers.
A drop in the market share and changes in product mix offered by our customers can impact our revenues. We are dependent on the continued growth, viability and financial stability of our customers. Our customers generally are OEMs in the automotive industry.
A prolonged downturn in the global or regional automotive industry, or a significant change in product mix due to consumer demand, could require us to shut down plants or result in impairment charges, restructuring actions or changes in our valuation allowances against deferred tax assets, which could be material to our financial condition and results of operations.
Additionally, uncertainty relating to global or regional economic conditions may have an adverse impact on our business. Any such adverse impacts could require us to shut down plants or result in impairment charges, restructuring actions or changes in our valuation allowances against deferred tax assets, which could be material to our financial condition and results of operations.
We may identify the need for additional environmental remediation or demolition obligations relating to facility divestiture, closure and decommissioning activities. As we sell, close and/or demolish facilities around the world, environmental investigations and assessments will need to be performed.
As we sell, close and/or demolish facilities around the world, environmental investigations and assessments will need to be performed. We may identify previously unknown environmental conditions or further delineate known conditions that may require us to undertake remediation or incur additional costs related to demolition or decommissioning activities. Such costs may exceed our current reserves.
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.
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. 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.
Furthermore, some of our suppliers may not be able to handle commodity cost volatility and/or sharply changing volumes while still performing as we expect. To the extent our suppliers experience supply disruptions, there is a risk for delivery delays, production delays, production issues or delivery of non-conforming products by our suppliers.
To the extent our suppliers experience supply disruptions, there is a risk for delivery delays, production delays, production issues or delivery of non-conforming products by our suppliers. Even where these risks do not materialize, we may incur costs as we try to make contingency plans for such risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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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.
Biggest changeThe 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.
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.
In 2025, 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.
Risk Factors of this Annual Report on Form 10-K — “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.”
Risk Factors of this Annual Report on Form 10-K — “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.” 33 Table of Contents
Our capabilities, as well as those of our customers, suppliers, partners and service providers, are crucial to our operations and may contain confidential personal information, sensitive business-related information or intellectual property. These capabilities are also susceptible to interruptions (including those caused by systems failures, cyber-attacks and other natural or man-made incidents or disasters), which may be prolonged or go undetected.
Our capabilities, as well as those of our customers, suppliers, partners and service providers, are crucial to our operations and may contain confidential personal information, sensitive business-related information or intellectual property. These capabilities are also susceptible to interruptions (including those caused by systems failures, cyberattacks and other natural or man-made incidents or disasters), which may be prolonged or go undetected.
When an infrastructure cybersecurity incident occurs, the SOC initiates communications to the appropriate groups within the Company, which may include various members of the Company’s management, including the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief Operating Officer. Depending on the severity and the nature of the incident, an investigation and impact mitigation protocols may be triggered.
When an infrastructure cybersecurity incident occurs, the SOC initiates communications to the appropriate groups within the Company, which may include various members of the Company’s management, including the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief Operating Officer. 32 Table of Contents Depending on the severity and the nature of the incident, an investigation and impact mitigation protocols may be triggered.
Governance Enterprise Cybersecurity The Company’s Enterprise Cybersecurity Security Operation’s Center (“SOC”), which is supervised by the CIO, is responsible for identifying, assessing and managing the Company’s risks from cybersecurity threats, as well as for responding to cybersecurity incidents.
Governance Enterprise Cybersecurity The Company’s Enterprise Cybersecurity Security Operation’s Center (“SOC”), which is supervised by the CISO, is responsible for identifying, assessing and managing the Company’s risks from cybersecurity threats, as well as for responding to cybersecurity incidents.
Product Cybersecurity The Product Security Incident Response Team (the “PSIRT”), which is supervised by the CTO, is responsible for responding to product related cybersecurity incidents, which at times involve collaborating with the Enterprise Cybersecurity SOC.
Product Cybersecurity The Product Security Incident Response Team (the “PSIRT”), which is supervised by the PCSO, is responsible for responding to product related cybersecurity incidents, which at times involve collaborating with the Enterprise Cybersecurity SOC.
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.
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. Aptiv is also exposed to cybersecurity risks at third-parties, such as suppliers, customers, service providers and consultants.
Product Cybersecurity The Company’s Product Cybersecurity team, led by the Chief Technology Officer (the “CTO”), is responsible for assessing and managing the Company’s cybersecurity risk as it relates to Aptiv’s product portfolio. Risks are identified through threat intelligence, security testing, including penetration testing, audits and other processes defined by the Company’s product cybersecurity GRC program.
Product Cybersecurity The Company’s Product Cybersecurity team, led by the Product Cybersecurity Officer (“PCSO”), is responsible for assessing and managing the Company’s cybersecurity risk as it relates to Aptiv’s product portfolio. Risks are identified through threat intelligence, security testing, including penetration testing, audits and other processes defined by the Company’s product cybersecurity GRC program.
The PSIRT team regularly analyzes vulnerabilities reported by threat intelligence and public vulnerability reporting databases and determines whether any of those vulnerabilities are present in the Company’s products. Vulnerabilities identified are reviewed by the Vice President of Product Security on a weekly basis with involvement from the CTO and the Company’s legal staff as necessary.
The PSIRT team regularly analyzes vulnerabilities reported by threat intelligence and public vulnerability reporting databases and determines whether any of those vulnerabilities are present in the Company’s products. Vulnerabilities identified are reviewed by the PCSO on a weekly basis with involvement from the Company’s legal staff as necessary.
In connection with the Board’s risk management oversight responsibility, the entire Board receives a full briefing from management annually on cybersecurity matters, as well as periodic briefings based on specific requests or current events.
In connection with the Board’s risk management oversight responsibility, the entire Board receives a full briefing from management annually on cybersecurity matters, as well as periodic briefings based on specific requests or current events. On 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.
Risks are identified through vulnerability hunting, infrastructure penetration testing, threat intelligence activities and other processes defined by the infrastructure Governance, Risk and Compliance (“GRC”) assessment program utilized by the Company.
Enterprise Cybersecurity The Company’s Enterprise Cybersecurity team, led by the CISO, is responsible for identifying, assessing the severity of, managing and remediating cybersecurity risks to the Company’s information technology infrastructure. Risks are identified through vulnerability hunting, infrastructure penetration testing, threat intelligence activities and other processes defined by the infrastructure Governance, Risk and Compliance (“GRC”) assessment program utilized by the Company.
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Enterprise Cybersecurity The Company’s Enterprise Cybersecurity team, led by the Chief Information Officer (“CIO”), is responsible for identifying, assessing the severity of, managing and remediating cybersecurity risks to the Company’s information technology infrastructure.

Item 2. Properties

Properties — owned and leased real estate

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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.
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 Advanced Safety and User Experience 2 4 3 — 9 Engineered Components Group 26 22 19 2 69 Electrical Distribution Systems 20 17 21 3 61 Total 48 43 43 5 139 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 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.
Of our 139 major manufacturing sites and 11 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, 66 are primarily owned and 84 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, 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 2. PROPERTIES As of December 31, 2025, we owned or leased 139 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

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Biggest changeITEM 3. LEGAL PROCEEDINGS We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, breach of contracts, competition and antitrust matters, product warranties, intellectual property matters, personal injury claims and employment-related matters.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, alleged breaches of contracts, alleged competition and antitrust matters, product warranties, alleged intellectual property matters, alleged personal injury claims and employment-related and environmental matters.
With 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.
With 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.
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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

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Biggest change(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.
Biggest change(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, Atmus Filtration Technologies Inc., BorgWarner Inc., Cooper-Standard Holdings Inc., Dana Incorporated, Dorman Products, Inc., Driven Brands Holdings Inc., Faraday Future Intelligent Electric Inc., Ford Motor Company, Fox Factory Holding Corp., Garrett Motion Inc., General Motors Company, Gentex Corporation, Gentherm Incorporated, Genuine Parts Company, The Goodyear Tire & Rubber Company, Holley Inc., Lear Corporation, LKQ Corporation, Lucid Group, Inc., Monro, Inc., Motorcar Parts of America, Inc., PHINIA Inc., QuantumScape Corporation, Rivian Automotive, Inc., Standard Motor Products, Inc., Strattec Security Corporation, Tesla, Inc., Valvoline Inc., Visteon Corporation and XPEL, Inc.
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.
The following graph reflects the comparative changes in the value from December 31, 2020 through December 31, 2025, 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.
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.
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 30, 2026, there was 1 shareholder of record of our ordinary shares.
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.
Stock Performance Graph * $100 invested on December 31, 2020 in our stock or in the relevant index, including reinvestment of dividends. Fiscal year ended December 31, 2025.
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.
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 4,197,662 (1) $ — (2) 6,017,405 (3) Equity compensation plans not approved by security holders — — — Total 4,197,662 $ — 6,017,405 (1) Includes (a) 39,545 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) 4,158,117 outstanding time- and performance-based restricted stock units granted to our employees, of which 2,755,853 were granted under the 2024 LTIP.
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.
Company Index December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Aptiv PLC (1) $ 100.00 $ 126.60 $ 71.48 $ 68.86 $ 46.42 $ 58.40 S&P 500 (2) $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Automotive Peer Group (3) $ 100.00 $ 148.83 $ 63.17 $ 101.94 $ 149.07 $ 170.48 35 Table of Contents Equity Compensation Plan Information The table below contains information about securities authorized for issuance under equity compensation plans.
This 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.
(2) Excluding commissions. (3) In July 2024, the Board of Directors authorized a new share repurchase program of up to $5.0 billion. This program commenced following completion of the Company’s January 2019 share repurchase program of up to $2.0 billion. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.
(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.
(2) The restricted stock units have no exercise price. (3) Remaining shares available under the 2024 LTIP.
Removed
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
Repurchase of Equity Securities A summary of our ordinary shares repurchased during the quarter ended December 31, 2025, 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, 2025 to October 31, 2025 653,958 $ 82.96 653,958 $ 2,365 November 1, 2025 to November 30, 2025 2,008,246 $ 76.98 2,008,246 $ 2,210 December 1, 2025 to December 31, 2025 1,227,747 $ 77.37 1,227,747 $ 2,115 Total 3,889,951 $ 78.11 3,889,951 (1) The total number of shares purchased under the plans authorized by the Board of Directors are described below.
Removed
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.
Removed
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

205 edited+79 added−61 removed143 unchanged
Biggest changeInterest Expense Year Ended December 31, 2024 2023 Favorable/ (unfavorable) (in millions) Interest expense $ 337 $ 285 $ (52) The increase in interest expense during the year ended December 31, 2024 compared to 2023 primarily reflects the issuance of €750 million in aggregate principal amount of 4.25% Euro-denominated senior unsecured notes due 2036 in June 2024, the proceeds of which were ultimately used to redeem the €700 million in aggregate principal amount of 1.50% Euro-denominated senior unsecured notes due 2025, the $2.5 billion senior unsecured bridge facility borrowings under a Bridge Credit Agreement (the “Bridge Credit Agreement”) entered into in August 2024, the $600 million term loan (the “Term Loan A”) issued under the senior unsecured Term Loan A Credit Agreement entered into in August 2024, the issuance of $1,650 million in aggregate principal amount of senior unsecured notes (the “2024 Senior Notes) in September 2024 and the issuance of $500 million in aggregate principal amount of junior subordinated notes (the “2024 Junior Notes”) in September 2024, partially offset by the redemption of the $700 million in aggregate principal amount of 2.396% senior unsecured notes due 2025 (the “2.396% Senior Notes”) in September 2024.
Biggest changeInterest Expense Year Ended December 31, 2025 2024 Favorable/ (unfavorable) (in millions) Interest expense $ 361 $ 337 $ (24) 48 Table of Contents The increase in interest expense during the year ended December 31, 2025 compared to 2024 primarily reflects the issuance of $1,650 million in aggregate principal amount of 2024 Senior Notes and $500 million in aggregate principal amount of 2024 Junior Notes in September 2024, partially offset by the redemption of the $700 million in aggregate principal amount of 2.396% senior unsecured notes (the “2.396% Senior Notes”) due 2025 in September 2024, the redemption of the 2015 Euro-denominated Senior Notes in December 2024, the full repayment of the $600 million Term Loan A in the fourth quarter of 2024 and first quarter of 2025 and the full repayment of our €450 million European accounts receivable factoring facility in the first half of 2025.
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.
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 the Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under the Credit Agreement as the “parent entity” thereunder.
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.
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 the Credit Agreement in which New Aptiv guaranteed the obligations under the Credit Agreement.
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.
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 (the “OECD”) Pillar Two Framework (the “Framework”), tariffs, quotas, customs and other import or export restrictions or trade barriers.
In response to the Framework, the Company initiated changes to its corporate entity structure, including intercompany transfers of certain intellectual property to one of its subsidiaries in Switzerland, during the second half of 2023. Furthermore, during the third quarter of 2023, the Company’s Swiss subsidiary was granted a ten-year tax incentive, beginning in 2024.
In response to the Framework, during the second half of 2023, the Company initiated changes to its corporate entity structure, including intercompany transfers of certain intellectual property to one of its subsidiaries in Switzerland. Furthermore, during the third quarter of 2023, the Company’s Swiss subsidiary was granted a ten-year tax incentive, beginning in 2024.
Although we believe our strategic partnerships have us well-aligned with industry technology mega-trends in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.
Although we believe our strategic partnerships have us well-aligned with industry technology trends in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.
In recent years, we continued to complete selected acquisitions and strategic investments in order to continue to leverage our technology capabilities and enhance and expand our commercialization of new mobility solutions, product offerings, customer base, geographic penetration and scale to complement our current businesses, while continuing to enhance our product offerings and competitive position in growing market segments.
In recent years, we continued to complete selected acquisitions and strategic investments in order to continue to leverage our technology capabilities and enhance and expand our commercialization of new solutions, product offerings, customer base, geographic penetration and scale to complement our current businesses, while continuing to enhance our product offerings and competitive position in growing market segments.
Future changes in the judgments, assumptions and estimates used in our impairment testing for goodwill, including discount rates and cash flow projections, could result in significantly different estimates of the fair value. A reduction in the estimated fair value could result in non-cash impairment charges in a future period.
Future changes in the judgments, assumptions and estimates used in our impairment testing for goodwill, including discount rates and cash flow projections, could result in significantly different estimates of the fair value. A reduction in the estimated fair value could result in additional non-cash impairment charges in a future period.
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.
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 ‘ + $16 million 25 bp increase in discount rate - $1 million ‘ - $16 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.
Valuation of Long-Lived Assets, Intangible Assets and Investments in Affiliates and Expected Useful Lives We monitor our long-lived and definite-lived assets, including our investments in affiliates, the most significant of which is our investment in Motional AD LLC, for impairment indicators on an ongoing basis based on projections of anticipated future cash flows, including future profitability assessments of various manufacturing sites when events and circumstances warrant such a review.
Valuation of Long-Lived Assets, Intangible Assets and Investments in Affiliates and Expected Useful Lives We monitor our long-lived and definite-lived assets, including our investments in affiliates, the most significant of which is our investment in Motional, for impairment indicators on an ongoing basis based on projections of anticipated future cash flows, including future profitability assessments of various manufacturing sites when events and circumstances warrant such a review.
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.
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 2026. There is also potential that geopolitical factors could adversely impact the U.S. and other economies, and specifically the automotive sector.
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.
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. Refer to Note 19.
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).
Investment in TTTech Auto AG —On March 15, 2022, Aptiv acquired approximately 20% of the equity interests of 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).
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.
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 governments implemented broad economic sanctions against Russia.
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.
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, 2025. This discussion should be read in conjunction with Item 8.
We continue to expand our established presence in key growth markets, positioning us to benefit from the expected long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with the key growth market OEMs to continue expanding our worldwide leadership.
We continue to expand our established presence in key growth regions, positioning us to benefit from the expected long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with OEMs in key growth regions to continue expanding our worldwide leadership.
A 5% decrease in the estimated annual revenues used in the analysis would result in the fair value of the reporting unit being approximately 5%, or $170 million, below its carrying value. These sensitivities reflect the effect of changing one assumption at a time.
A 5% decrease in the estimated annual revenues used in the analysis would result in the fair value of the reporting unit being approximately 5%, or $140 million, below its carrying value. These sensitivities reflect the effect of changing one assumption at a time.
(“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.
(“Stellantis”) in the United States (the “U.S.”), causing work stoppages at certain of these customers’ vehicle production and parts 40 Table of Contents 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.
Together, Aptiv PLC, Aptiv Corporation, AGF DAC and Aptiv Swiss Holdings comprise the “Obligor Group.” All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to any guarantee under any series of notes outstanding (the “Non-Guarantors”).
Together, Aptiv PLC, Aptiv LLC, AGF DAC and Aptiv Swiss Holdings comprise the “Obligor Group.” All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to any guarantee under any series of notes outstanding (the “Non-Guarantors”).
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.
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 AD LLC (“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.
With these offerings, we believe we are well-positioned to benefit from the growing demand for vehicle content and technology related to safety, electrification, high speed data, connectivity to the global information network and automated driving technologies.
With our offerings, we believe we are well-positioned to benefit from the growing demand for vehicle content and technology related to safety, electrification, high speed data, connectivity to the global information network and automated driving technologies.
Loans under the Term Loan A Credit Agreement bear interest, at Aptiv’s option, at either (a) ABR or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Term Loan Applicable Rate”).
Loans under the Term Loan A Credit Agreement bore interest, at Aptiv’s option, at either (a) ABR or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Term Loan Applicable Rate”).
Goodwill and Intangible Assets We periodically review goodwill for impairment indicators. We review goodwill for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company performs the goodwill impairment review at the reporting unit level.
Goodwill and Intangible Assets We review goodwill for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company performs the goodwill impairment review at the reporting unit level.
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.
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. Income Taxes Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes.
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.
The outbreak of armed conflicts in the Middle East beginning in October 2023 has also 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, 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.
As of December 31, 2025, approximately $2,115 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.
(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.
(2) Based on December 31, 2025 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, debt obligations and Separation activities.
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.
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.
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.
Assuming constant product mix and pricing, based on our 2025 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. 36 Table of Contents 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. Advancing and maintaining an efficient capital structure.
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.
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, 2026. We maintain a large portfolio of approximately 11,000 patents and protective rights in the operation of our business as of December 31, 2025.
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.
Despite recent trade negotiations and the potential for trade agreements between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs and any associated retaliatory measures, 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.
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.
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 43 Table of Contents reduces the risk associated with successful commercialization of technological breakthroughs.
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.
Dividends from Equity Investments During the years ended December 31, 2025, 2024 and 2023, Aptiv received dividends of $20 million, $12 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.
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.
A detailed discussion of our consolidated results of operations and results of operations by segment for the years ended December 31, 2024 versus 2023 can be found under Item 7.
Acquisitions and Other Transactions In accordance with the accounting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , we allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values.
Acquisitions and Other Transactions In accordance with the accounting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , we allocate the purchase price of an acquired business to its 61 Table of Contents identifiable assets and liabilities based on estimated fair values.
Accordingly, a pro-rata portion of the unamortized fees from the Bridge Credit Agreement in the amount of $4 million was transferred to the Term Loan A and, together with the $2 million of direct issuance costs referenced above, will be amortized to interest expense over the term of the Term Loan A.
Accordingly, a pro-rata portion of the unamortized fees from the Bridge Credit Agreement in the amount of $4 million was transferred to the Term Loan A and, together with the $2 million of direct issuance costs referenced above, were amortized to interest expense over the term of the Term Loan A.
In particular, changes to international trade agreements, such as the United States-Mexico-Canada Agreement, increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions, or other political pressures could affect the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions.
In particular, changes to international trade agreements, such as the United States-Mexico-Canada Agreement (the “USMCA”), increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions, or other political pressures have affected and could continue to affect our operations and the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions.
As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we acquired Wind River in December 2022.
As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and enable advanced smart vehicle architecture changes, we acquired Wind River Systems, Inc. (“Wind River”) in December 2022.
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.
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.
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.
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.
Aptiv incurred approximately $2 million of issuance costs in connection with the Term Loan A. Proceeds from the Term Loan A were used to repay a portion of the loans incurred under the Bridge Credit Agreement during the three months ended September 30, 2024.
Aptiv incurred approximately $2 million of issuance costs in connection with the Term Loan A. As described above, proceeds from the Term Loan A were used to repay a portion of the loans incurred under the Bridge Credit Agreement during the three months ended September 30, 2024.
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.
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, 2025.
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 following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of December 31, 2025.
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.
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, 2025.
The decrease in equity losses recognized by Aptiv during the year ended December 31, 2024 compared to 2023 is primarily attributable to the decrease in Aptiv’s common equity interest in Motional from 50% to approximately 15% as a result of the Motional funding and ownership restructuring transactions that were completed in May 2024. Refer to Note 5.
The decrease in equity losses recognized by Aptiv during the year ended December 31, 2025 compared to 2024 is primarily attributable to the decrease in Aptiv’s common equity interest in Motional from 50% to approximately 13% as a result of the Motional funding and ownership restructuring transactions that were completed in May 2024 and May 2025. Refer to Note 5.
Based on these factors, we believe we possess sufficient liquidity to fund our global operations and capital investments in 2025 and beyond.
Based on these factors, we believe we possess sufficient liquidity to fund our global operations and capital investments in 2026 and beyond.
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.
In March 2020, we completed a transaction with Hyundai Motor Group (“Hyundai”) to form Motional AD LLC (“Motional”), a joint venture focused on the design, development and commercialization of autonomous driving technologies.
Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy over the air and run and manage software at the vehicle edge.
Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy over-the-air and run and manage software at the vehicle edge. As described in Note 7.
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.
We have a team of approximately 20,700 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.
Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies. Refer to Note 22. Segment Reporting to the audited consolidated financial statements included herein for additional information.
Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies. 51 Table of Contents Refer to Note 22. Segment Reporting to the audited consolidated financial statements included herein for additional information.
Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is more likely than not to be realized.
Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce our deferred tax assets to the amount that 65 Table of Contents is more likely than not to be realized.
Accelerating an electric, zero-emissions future. We are committed to becoming carbon-neutral in our global operations by 2030 and to achieving net carbon neutrality by 2040 as we transition away from carbon-intensive energy and processes in our global operations. We also continue to focus on minimizing the overall environmental impact of vehicles as a key part of our overall business strategy.
Accelerating an electrified, sustainable future. We are committed to becoming carbon-neutral in our global operations by 2030 and to achieving net carbon neutrality by 2040 as we transition away from carbon-intensive energy and processes in our global operations. We also continue to focus on minimizing the overall environmental impact of vehicles as a key part of our overall business strategy.
This share repurchase program provides for share purchases in the open market or in privately negotiated transactions (which may 49 Table of Contents include derivative transactions, including an accelerated share repurchase program (“ASR”)), depending on share price, market conditions and other factors, as determined by the Company.
This share repurchase program provides for share purchases in the open market or in privately negotiated transactions (which may include derivative transactions, including an accelerated share repurchase program (“ASR”)), depending on share price, market conditions and other factors, as determined by the Company.
The Company also agreed to invest an additional 171 million RMB (approximately $24 million, using December 31, 2024 foreign currency rates) in preferred equity of Maxieye, contingent on the achievement of certain technical milestones, which have not yet been met as of December 31, 2024, and the satisfaction of customary closing conditions.
The Company also agreed to invest an additional 171 million RMB (approximately $24 million, using December 31, 2025 foreign currency rates) in preferred equity of Maxieye, contingent on the achievement of certain technical milestones, which have not yet been met as of December 31, 2025, and the satisfaction of customary closing conditions. Refer to Note 5.
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.
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 $2,185 million and $2,446 million for the years ended December 31, 2025 and 2024, respectively.
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.
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. 45 Table of Contents This section discusses our consolidated results of operations and results of operations by segment for the years ended December 31, 2025 versus 2024.
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.
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 32% of our net sales for the year ended December 31, 2025.
Additionally, the significant accounting standards that have been adopted during the year ended December 31, 2024 are described.
Additionally, the significant accounting standards that have been adopted during the year ended December 31, 2025 are described.
While we believe we are well-positioned in these markets, the high development cost of active safety and autonomous driving technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our partners and ultimately there can be no assurance that we will be successful in our efforts to develop these technologies.
While we believe we are well-positioned across our markets, the high development cost of various technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our partners, and ultimately there can be no assurance that we will be successful in our efforts to develop these technologies.
The Company completed a qualitative goodwill impairment assessment (step 0) and, after evaluating the results, events and circumstances of the Company, we concluded that sufficient evidence existed to assert qualitatively that it was more likely than not that the estimated fair value of all but our Wind River reporting unit remained substantially in excess of their carrying values.
The Company completed a qualitative goodwill impairment assessment (step 0) and, after evaluating the results, events and circumstances of the Company, we concluded that sufficient evidence existed to assert qualitatively that it was more likely than not that the estimated fair value of all our other reporting units remained substantially in excess of their carrying values.
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.
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 76% and 10% for the years ended December 31, 2025 and 2024, respectively.
In December 2024, with respect to each series of outstanding senior and junior notes previously issued by Old Aptiv, Aptiv Swiss Holdings succeeded to Old Aptiv as obligor, and Aptiv PLC was added as a guarantor.
In December 2024, in connection with the merger of Old Aptiv with and into Aptiv Swiss Holdings, with respect to each series of outstanding senior and junior notes previously issued by Old Aptiv, Aptiv Swiss Holdings succeeded to Old Aptiv as obligor, and Aptiv PLC was added as a guarantor.
Aptiv incurred approximately $4 million of direct costs in connection with the ASR Agreements. Given the Company’s ability to settle in shares, as described below, the remaining $750 million prepaid forward contract was classified as a reduction to additional paid-in capital as of December 31, 2024.
Aptiv incurred approximately $4 53 Table of Contents million of direct costs in connection with the ASR Agreements. Given the Company’s ability to settle in shares, the remaining $750 million prepaid forward contract was classified as a reduction to additional paid-in capital as of December 31, 2024.
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.
As of December 31, 2025, 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. Guarantor Summarized Financial Information As further described in Note 11.
Global supply chain disruptions could 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.
Global supply chain disruptions have in the past and could in the future 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.
The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent.
The Credit Agreement also contains an uncommitted accordion feature that permits Aptiv to increase, from time to time, on customary terms and conditions, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent.
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.
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 2025 expense, we assumed a long-term expected 63 Table of Contents asset rate of return of approximately 4.50% and 8.50% for the U.K. and Mexico, respectively.
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.
We have a strong balance sheet with gross debt of approximately $7.7 billion and substantial available liquidity of approximately $4.4 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, 2025, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits liabilities.
As such, we continually seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging.
Management continues to seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging.
Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive.
Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive and to maintain or increase our revenues.
For example, an increase in the discount rate assumption by 50 basis points would result in the fair value of the reporting unit being approximately 7%, or $230 million, below its carrying value.
For example, an increase in the discount rate assumption by 50 basis points would result in the fair value of the reporting unit being approximately 6%, or $160 million, below its carrying value.
Amortization Year Ended December 31, 2024 2023 Favorable/ (unfavorable) (in millions) Amortization $ 211 $ 233 $ 22 Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the years ended December 31, 2024 and 2023 reflects the continued amortization of our definite-lived intangible assets, which resulted primarily from our acquisitions, over their estimated useful lives.
Amortization Year Ended December 31, 2025 2024 Favorable/ (unfavorable) (in millions) Amortization $ 208 $ 211 $ 3 Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the years ended December 31, 2025 and 2024 reflects the continued amortization of our definite-lived intangible assets, which resulted primarily from our acquisitions, over their estimated useful lives.
Finance leases and other —As of December 31, 2024 and 2023, approximately $64 million and $21 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.
Finance leases and other —As of December 31, 2025 and 2024, approximately $86 million and $64 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.
Our pension expense for 2025 is determined at the December 31, 2024 measurement date.
Our pension expense for 2026 is determined at the December 31, 2025 measurement date.
Net Gain on Equity Method Transactions Year Ended December 31, 2024 2023 Favorable/ (unfavorable) (in millions) Net gain on equity method transactions $ 605 $ — $ 605 Net gain on equity method transactions includes a gain of approximately $641 million recorded as a result of the Motional funding and ownership restructuring transactions completed in May 2024, partially offset by a non-cash, pre-tax impairment charge of approximately $36 million related to its equity method investment in TTTech Auto AG.
Net gain on equity method transactions for the year ended December 31, 2024 includes a gain of approximately $641 million recorded as a result of the Motional funding and ownership restructuring transactions completed in May 2024, partially offset by a non-cash, pre-tax impairment charge of approximately $36 million related to its equity method investment in TTTech Auto.
Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results.
Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs, taxes or non-tariff barriers on imports 42 Table of Contents from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results.
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.
The Company also recorded $26 million during the year ended December 31, 2025 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.
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.
However, as a 41 Table of Contents 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, 2025 and 2024.
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, “AWM”) 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.
Global automotive vehicle production increased 4% from 2024 to 2025 (1% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue), reflecting increased vehicle production of 10% in China and 1% in South America, our smallest region, partially offset by declines of 2% in North America and 1% in Europe.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+0 added−4 removed17 unchanged
Biggest changeThe 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.
Biggest changeThe applicable interest rates listed above for the Revolving Credit Facility may increase or decrease from time to time in increments of 0.125% to 0.20%, up to a maximum of 0.325% based on changes to our corporate credit ratings, as further discussed in Note 11. Debt to the audited consolidated financial statements included herein.
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”).
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 66 Table of Contents 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 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.
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.
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.
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 $44 million and $41 million as of December 31, 2025 and 2024, 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.
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 $77 million and a loss of approximately $21 million as of December 31, 2025 and 2024, 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.
As of December 31, 2025 and 2024 the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately $476 million and $925 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 $21 million and $9 million as of December 31, 2024 and 2023, respectively.
The potential change in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be a loss of approximately $27 million and $21 million as of December 31, 2025 and 2024, respectively.
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.
The Credit Agreement carries an interest rate, at our option, on Revolving Credit Facility borrowings of either (a) the ABR plus 0.125% per annum, or (b) SOFR plus 1.125% per annum.
The net fair value of our contracts was a liability of $6 million and $2 million as of December 31, 2024 and 2023, respectively.
The net fair value of our contracts was an asset of $85 million and a liability of $6 million as of December 31, 2025 and 2024, 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.
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, 2025, we had no floating rate debt outstanding.
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.
During the year ended December 31, 2025, the foreign currency translation adjustment gains of $310 million was primarily due to the impact of a weakening U.S. dollar, which decreased approximately 13% in relation to the Euro and approximately 2% in relation to the Chinese Yuan Renminbi from December 31, 2024. As described in Note 17.
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.
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. 67 Table of Contents
Removed
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.
Removed
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.
Removed
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.
Removed
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