Aptiv

 Annual 
Report
2025

STRATEGIC PROGRESS
Over the past decade, we have transformed Aptiv 
into a more diversified industrial technology company, 
offering advanced software and optimized hardware 
solutions across multiple end markets. With the 
secular trends of increasing levels of automation, 
electrification and digitalization creating common 
customer needs, Aptiv is well positioned to expand the 
product portfolio built for mission-critical applications 
in automotive into new and emerging end markets. 
We continued to advance this strategy during 2025 
through both new product innovations and new 
commercial applications of our existing portfolio of 
products.
In 2025, we progressed key elements of our 
autonomous driving capabilities. We launched our 
Gen 8 radar family, which unlocks new possibilities 
for hands-free driving, and introduced our PULSETM
Sensor, which was recognized by Frost & Sullivan with 
the 2025 Global Product Leadership Award. We also 
advanced our end-to-end AI-based ADAS platform to 
deliver safer, more humanlike autonomous driving.
We strengthened and evolved our interconnect 
portfolio through the introduction of two key 
advancements: the Modulus Connector Series, which 
harnesses our expertise in delivering flexible and 
scalable solutions at optimized costs for low earth 
orbit satellite applications; and our LiteSPEedTM
single-pair Ethernet technology, for increasingly 
connected and space-constrained mission-critical 
I am pleased to report that 2025 marked another year of strong operational execution, along with 
continued progress on our strategic initiatives. Despite a dynamic macroeconomic environment 
shaped by shifting trade policies, volatility in foreign exchange rates and commodity prices, and a
changing regulatory environment, our resilient business model enabled us to seamlessly provide
our portfolio of advanced technologies to our customers while also delivering record financial 
results for our shareholders. 
Our momentum was best reflected in the record levels of revenue, adjusted EBITDA and adjusted earnings
per share in 2025, which totaled $20.4 billion, $3.2 billion and $7.82, respectively. Strong free cash flow 
of $1.5 billion also enabled us to further strengthen our investment-grade balance sheet while returning 
capital to shareholders. 
applications in aerospace and defense, industrial 
automation and next-generation mobility. 
We also validated the applicability of our signal, power 
and data distribution solutions across end markets 
through the launch of a new solution for the energy 
storage sector. 
Partnerships and new commercial awards
We secured $27 billion in new business awards in  
2025 — our fourth consecutive year that topped  
$25 billion — validating customer confidence 
and strong demand for our portfolio of advanced 
technologies. In the automotive sector, we broadened 
our geographic diversity by securing more than $4 
billion of new business awards with local China OEMs, 
$4 billion with Asia-Pacific OEMs outside of China and 
almost $1 billion with OEMs in India. In non-automotive 
end markets, where revenues grew 8 percent in 2025, 
we booked more than $4 billion of new business awards.
During the year, we also further expanded our 
partnership ecosystem across multiple areas of our 
business. Just as we enable automotive devices to 
sense, think and act while continuously optimizing, we 
are now doing the same in robotics, as evidenced by 
new business awards and collaborations with robotics 
leaders Robust.AI and Vecna Robotics. 
We entered into more than a dozen new intelligent-
edge partnerships, including agreements with 
ServiceNow and Capgemini for edge-to-cloud 
enterprise solutions. These relationships will help us 
build on the $600 million in software and services 
revenues we generated in 2025. 
2 0 2 5  A P T I V  A N N U A L R E P O R T
2 0 2 5  A P T I V  A N N U A L R E P O R T

Product delivery 
In 2025, our customers faced challenges and 
uncertainty amid shifting global trade and regulatory 
policies, amplifying the need for high-performing 
solutions that can be delivered through a regionalized 
service model with global scale that can reduce costs. 
Our operating model, backed by a resilient global 
supply chain — executed in-region, for-region — 
proved invaluable. The end-to-end visibility provided 
by our comprehensive global supply chain digital 
twin allowed us to anticipate disruptions and keep 
our customers connected, with minimal impact to 
our operations. Our industry-leading capabilities 
are increasingly competitive differentiators across 
multiple end markets, including automotive and 
diversified industrials. 
All of this was validated by external recognition, 
including the Volkswagen Group Award in the  
Resilient Supply Chains category, General Motors 
Supplier Quality Excellence Awards for multiple 
manufacturing facilities, and Nissan’s Global  
Supplier Innovation Award.
Beyond being recognized for our operational 
performance, Aptiv was ranked among the World’s 
Best Companies and World’s Most Sustainable 
Companies by Time magazine, in addition to being 
named one of the World’s Most Ethical Companies  
by Ethisphere for the 13th consecutive year.
LOOKING AHEAD
The secular trends driving our business continue 
to accelerate. Automation, electrification and 
digitalization are creating increased demand 
for advanced software and optimized hardware 
solutions across automotive, aerospace and defense, 
telecommunications and industrial markets. With a 
product portfolio that is increasingly relevant across 
multiple end markets, we are well positioned to benefit 
from these trends.
The separation of our Electrical Distribution Systems 
business as Versigent (NYSE: VGNT) is on track for 
completion on April 1, 2026. This spin-off will result 
in two independent companies that are optimally 
positioned to pursue their respective market 
opportunities and capital allocation strategies, 
unlocking incremental value for our shareholders. 
Looking ahead, Aptiv is even better positioned to build 
on its significant and increasing exposure to attractive 
growth opportunities in multiple end markets where we 
can deliver proven solutions at scale, globally. 
I am confident in our ability to continue to execute 
flawlessly for our customers and optimistic about the 
opportunities ahead for both Aptiv and Versigent.
Thank you for your continued support and confidence.
Kevin P. Clark
Chair and Chief Executive Officer

“ OV E R  T H E  PA S T D E C A D E ,  W E  H AV E  T R A N S FO R M E D  A P T I V  I N T O 
A  M O R E  D I V E R S I F I E D  I N D U S T R I A L T E C H N O LO G Y  C O M PA N Y, 
O F F E R I N G  A DVA N C E D  S O F T WA R E  A N D  O P T I M I Z E D  H A R D WA R E 
S O L U T I O N S  AC R O S S  M U LT I P L E  E N D  M A R K E T S.”
Kevin P. Clark
Chair and Chief Executive Officer
2 0 2 5  A P T I V  A N N U A L R E P O R T

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
A
ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐
TRANS
R
ITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
.
Commission file number: 001-35346
APTIV PLC
(Exact name of registrant as specified in its charter)
Jersey
98-1824200
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identific
f ation No.)
Spitalstrasse 5, 8200 Schaffhausen, Switzerland
(Address of principal executive offices)
+41 52 580 96 00
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Ordinary Shares. $0.01 par value per share
APTV
New York Stock Exchange
1.600% Senior Notes due
d
2028
APTV
New York Stock Exchange
4.350% Senior Notes due
d
2029
APTV
New York Stock Exchange
4.650% Senior Notes due
d
2029
APTV
New York Stock Exchange
3.250% Senior Notes due
d
2032
APTV
New York Stock Exchange
5.150% Senior Notes due
d
2034
APTV
New York Stock Exchange
4.250% Senior Notes due
d
2036
APTV
New York Stock Exchange
4.400% Senior Notes due
d
2046
APTV
New York Stock Exchange
5.400% Senior Notes due
d
2049
APTV
New York Stock Exchange
3.100% Senior Notes due
d
2051
APTV
New York Stock Exchange
4.150% Senior Notes due
d
2052
APTV
New York Stock Exchange
5.750% Senior Notes due
d
2054
APTV
New York Stock Exchange
6.875% Fixed-to-Fixed Reset Rate
Junior Subor
u
dinated Notes due 2054
APTV
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defin
f ed in Rule 405 of the Securities Act. Yes ☒. No ☐.
Indicate by check mark if the registrant is not required to file
f
reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐. No ☒.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 dur
d
ing the preceding 12 months (or for such shorter period that the registrant was required to file
f
such reports), and
(2) has been subj
u ect to such filing requirements for
f
the past 90 days. Yes ☒. No ☐.
Indicate by check mark whether the registrant has submitted electronically every I
r
nteractive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
f
such shorter period that the
registrant was required to submit such files). Yes ☒. No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated file
f
r
☒
Accelerated filer
☐
Non-accelerated file
f
r
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for
f
complying with any new or revised fin
f ancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐.

Indicate by check mark whether the registrant has fil
f ed a report on and attestation to its management’s assessment of the effe
f ctiveness
of its internal control over fin
f ancial reporting under Section 404(b) of the Sarba
r
nes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting fir
f m that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing refle
f ct the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers dur
d
ing the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rul
R e 12b-2 of the Exchange Act). Yes ☐. No ☒.
The aggregate market value of the ordinary s
r
hares held by non-affi
f liates of the registrant as of June 30, 2025, the last business day of
the registrant’s most recently completed second fiscal quarter, was $14,783,719,749 (based on the closing sale price of the registrant’s
ordinary shares on that date as reported on the New York Stock Exchange).
The number of the registrant’s ordinary s
r
hares outstanding, $0.01 par value per share as of January 30, 2026, was 212,748,401.
DOCUMENTS INCORPORAT
R
ED BY REFERENCE
Portions of the registrant’s defin
f itive Proxy Statement related to the 2026 Annual General Meeting of Shareholders to be filed
subs
u
equently are incorpor
r
ated by reference into Part III of this Form 10-K.

APTIV PLC
INDEX
Page
Part I
Item 1.
Business
5
Suppl
u
ementary
Item.
Executive Officers of the Registrant
14
Item 1A.
Risk Factors
16
Item 1B.
Unresolved Staff Comments
31
Item 1C.
Cybersecurity
32
Item 2.
Properties
34
Item 3.
Legal Proceedings
34
Item 4.
Mine Safety Disclosures
34
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
35
Item 6.
[Reserved]
36
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
37
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
66
Item 8.
Financial Statements and Suppl
u
ementary Data
68
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
145
Item 9A.
Controls and Procedures
145
Item 9B.
Other Information
146
Part III
Item 10.
Directors, Executive Offic
f ers and Corporate Governance
147
Item 11.
Executive Compensation
147
Item 12.
Security Ownership of Certain Benefic
f ial Owners and Management and Related Stockholder Matters
147
Item 13.
Certain Relationships and Related Transactions and Director Independence
147
Item 14.
Principal Accounting Fees and Services
147
Part IV
Item 15.
Exhibits, Financial Statement Schedul
d es
148
3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K, including the exhibits being file
f
d as part of this report, as well as other statements made by
Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain for
f
ward-looking statements that reflect, when made, the
Company’s current views with respect to current events, certain investments and acquisitions and fin
f ancial performance. Such
forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and
business environment, which may cause the actua
t
l results of the Company to be materially different from any future results,
express or implied, by such forward-looking statements. All statements that address fut
f ur
t
e operating, financial or business
performance or the Company’s strategies or expectations are for
f
ward-looking statements. In some cases, you can identify these
statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,”
“believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors
that could cause actua
t
l results to differ materially fro
f
m these forward-looking statements include, but are not limited to, the
following: global and regional economic conditions, including conditions affe
f cting the credit market; global infla
f tionary
pressures; uncertainties created by the conflic
f
t between Ukraine and Russia, and its impacts to the European and global
economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on
global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive
sales and production; the potential disrupt
u ions in the supply of and changes in the competitive environment for raw material and
other components integral to the Company’s products, including the ongoing semiconductor supply shortage; the Company’s
ability to maintain contracts that are critical to its operations; potential changes to benefic
f ial fre
f e trade laws and regulations,
such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs
f , import quotas and
other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; fut
f ur
t
e significant public
health crises; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the
Company to attract, motivate and/o
d r retain key executives; the ability of the Company to avoid or continue to operate during a
strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the
ability of the Company to attract and retain customers. Additional fact
f
ors are discussed under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filin
f
gs with the
Securities and Exchange Commission. New risks and uncertainties arise fro
f
m time to time, and it is impossible for
f
us to predict
these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any
income from them can go down as well as up.
u
Aptiv disclaims any intention or obligation to upda
u
te or revise any for
f
ward-
looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
4

PART I
ITEM 1. BUSINESS
In December 2024, Old Aptiv (as defin
f ed below), a public limited company formed under the laws of Jersey on May 19,
2011, completed its previously announced reorganization transaction (the “Transaction,” or the “reorganization transaction”), in
which Old Aptiv establ
a ished a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is
resident for tax purpos
r
es in Switzerland. As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv
were exchanged on a one-for-one basis for
f
newly issued ordinary shares of New Aptiv. Following consummation of the
Transaction, holders of Old Aptiv shares became ordinary s
r
hareholders of New Aptiv, Old Aptiv became a wholly-owned
subs
u
idiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” The previous publicly-listed Jersey parent company,
which was an Irish tax resident, is referred to as “Old Aptiv” throughout this Annual Report on Form 10-K. New Aptiv’s
ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “APTV,” the same symbol
under which the Old Aptiv shares were previously listed. Aptiv PLC remains a public limited company incorporated under the
laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission reporting requirements.
In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings
Limited (“Aptiv Swiss Holdings”), a newly for
f
med Jersey incorpor
r
ated private limited company, and a direct, wholly-owned
subs
u
idiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old
Aptiv ceasing to exist. Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in
Aptiv Swiss Holdings, and all debts, liabi
a lities and duties of Old Aptiv became debts, liabi
a lities and duties of Aptiv Swiss
Holdings.
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 indentur
t
e to each
indentur
t
e 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 suppl
u
ement 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 suppl
u
emental indentur
t
e to each indentur
t
e 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. 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 indentur
t
es.
As a result of the Transaction described above, there were no material changes in Aptiv PLC’s operations or governance.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).
References in this Annual Report on Form 10-K, including the exhibits being file
f
d as part of this report, to “Aptiv PLC,”
“Aptiv,” the “Company,” “we,” “us” and “our” refer
f s to Old Aptiv (Aptiv PLC befor
f
e the Transaction in December 2024) and
to New Aptiv (Aptiv PLC after the Transaction in December 2024).
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 t
f
o its
shareholders (the “Separation”). The Company plans to complete the Separation by April 1, 2026, subj
u ect to customary c
r
losing
conditions. The new publicly traded Electrical Distributions Systems spin-off c
f
ompany will be named Versigent, and will trade
on the NYSE under the symbol “VGNT” fol
f lowing the distribution date.
During the year ended December 31, 2025, the Company incurred costs of appr
a
oximately $178 million related to the
Separation. These costs, which are included in selling, general and administrative expense within the consolidated statements of
operations, are primarily related to third-party profes
f
sional fee
f
s associated with planning the Separation. The Company expects
to continue to incur additional expenses related to the Separation through the completion of the transaction.
In connection with the Separation, in the fir
f st quarter of 2025, Aptiv realigned its business into three reportabl
a e operating
segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems. Prior
period amounts have been adju
d sted retrospectively to refle
f ct the change in reportabl
a e operating segments, consistent with the
current year presentation, throughout the audited consolidated financial statements contained herein.
Commencing with the first Quarterly Report on Form 10-Q of 2026, Aptiv will rename its Advanced Safety and User
Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered
Components. There is no impact to the composition of either segment.
Aptiv is a global industrial technology company foc
f
used on enabling a more automated, electrified and digitalized future.
We deliver flexible and scalabl
a e solutions that suppor
u
t our customers’ transition to an increasingly softw
f
are-defined fut
f ur
t
e. Our
5

technologies reach from sensor to cloud, including the hardware and software necessary to suppor
u
t automotive and other
industries on a global basis. Our Advanced Safety and User Experience segment provides advanced software and services,
intelligent sensors and high-performance compute platfor
f
ms; our Engineered Components Group segment provides connection
systems, high-performance interconnects, and cable management and protection solutions; and our Electrical Distribution
Systems segment provides low voltage and high voltage power, signal and data distribution.
We are one of the largest vehicle technology suppl
u
iers and our customers include the 25 largest automotive original
equipment manufact
f
ur
t
ers (“OEMs”) in the world, as well as many of the leading aerospace and defen
f
se companies and global
telecom operators. We operate 139 majo
a r manufact
f
ur
t
ing faci
f
lities and 11 major technical centers utilizing a regional service
model that enabl
a es us to effi
f ciently and effectively serve our global customers from best cost countries. We have a presence in
50 countries and have appr
a
oximately 20,700 scientists, engineers and technicians foc
f
used on developing market relevant
product solutions for our customers.
We are foc
f
used on growing and improving the profitabi
a lity of our businesses, and have implemented a strategy designed
to position the Company to deliver industry-
r
leading long-term shareholder retur
t
ns. This strategy includes disciplined investing
in our business to grow and enhance our product offer
f ings, strategically focusing our portfol
f io in high-technology, high-growth
spaces in order to meet consumer prefer
f ences and leveraging an indus
d
try-
r
leading cost struc
r
ture to expand our operating
margins.
Website Access to Company’s Reports
Aptiv’s website address is aptiv.com. 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 fur
f
nished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) are availabl
a e fre
f e of charge through ir.aptiv.com as soon as reasonabl
a y practicable
afte
f r they are electronically filed with, or fur
f
nished to, the Securities and Exchange Commission (“SEC”).
Our Company
We believe that key secular trends, including automation, electrification and digitalization, continue to transform
f
the core
mobility industry,
r
while also expanding in scope to impact a broader range of end markets, including aerospace and defen
f
se,
telecom and datacom, and diversified industrials. Consumer demand for
f
intelligent and connected solutions, as well as certain
government regulations, are helping transform markets and creating new opportunities for
f
Aptiv. We have organized our
business into three distinct segments, which enable us to develop technology solutions and manufact
f
ur
t
e highly-engineered
products that enable our customers to best address these secular trends:
•
Advanced Safet
f y a
t
nd User Expe
x
rience—This segment, which includes our Active Safet
f y, 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 platfor
f
ms, and advanced
software tools and services.
•
Engineered Components G
t
roup—This segment provides connection systems, high-performance interconnects, and
cable management and protection solutions that optimize the distribution of power, signal, and data for
f
next-
generation appl
a
ications across multiple end markets.
•
Electri
t cal Distribution Sys
S
tems—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 architectur
t
es. As described above,
the Company is pursuing a separation of the Electrical Distribution Systems business into a new, independent
publicly traded company, through a transaction expected to be treated as a tax-free spin-off t
f
o its shareholders.
Refer to Results of Operations by Segment in Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations and Note 22. Segment Reporting to the audited consolidated financial statements for
f
financial
information about
a
our business segments.
Our business is diversified across end-markets, regions, customers, vehicle platforms and products. Our customer base
includes the 25 largest automotive OEMs in the world, and in 2025, 29% of our net sales came fro
f
m the Asia Pacific region,
which we have identifie
f d as a key market likely to experience subs
u
tantial long-term growth. Our ten largest platforms in 2025
were with six diffe
f rent OEMs. 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 have establ
a ished a worldwide design and manufact
f
ur
t
ing foot
f
pr
t
int with a regional service model that enabl
a es us to
effi
f ciently and effectively serve our global customers from best cost countries. This regional model is struc
r
tured primarily to
service the North American market from Mexico, the South American market from Brazil, the European market from Eastern
Europe and North Afri
f ca, and the Asia Pacific market fro
f
m China. Our global scale and regional service model enabl
a es us to
engineer globally and execute regionally and to serve the largest OEMs, which are seeking suppliers that can serve them on a
6

worldwide basis. Our footpr
t
int also enabl
a es us to adapt to the regional design variations the global OEMs require while also
serving key growth market OEMs.
Our Industry
The automotive technology and components industry p
r
rovides critical technologies, components, systems, subs
u
ystems
and modules to OEMs for
f
the manufact
f
ur
t
e of new vehicles, as well as to the afte
f rmarket for
f
use as replacement parts for current
production and older vehicles. In addition, the industry i
r
s increasingly progressing towards softw
f
are-defined vehicles becoming
critical elements of the overall automotive ecosystem. Overall, we expect long-term growth of global vehicle sales and
production in the OEM market. In 2025, the industry e
r
xperienced flu
f ctua
t
tions in global customer sales and production
schedules, and generally increased inventory l
r
evels, primarily driven by various global uncertainties and global infla
f tionary
pressures. 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 offs
f et by
declines of 2% in North America and 1% in Europe. Demand for automotive components in the OEM market is generally a
function of the number of new vehicles produced in response to consumer demand, which is primarily driven by macro-
economic factors such as credit availabi
a lity, interest rates, fue
f
l prices, consumer confid
f ence, employment and other trends.
Although OEM demand is tied to actua
t
l vehicle production, participants in the automotive technology and components industry
r
also have the opportunity to grow through increasing product content per vehicle by fur
f
ther penetrating business with existing
customers and in existing markets, gaining new customers and increasing their presence in global markets. We believe that
evolving entrants into the global transportation indus
d
try,
r
such as mobility providers, electric vehicle developers and smart cities
will provide additional markets for our advanced technologies. We believe that, as a company with a global presence and
advanced technology, engineering, manufact
f
ur
t
ing and customer suppor
u
t capabilities, we are well-positioned to benefit
f
from
these opportunities.
We believe that continuously increasing societal demands have resulted in three key trends that serve as the basis for
f
the
next wave of technology advancement across multiple industries, including automotive. We aim to continue developing leading
edge technology focused on addressing these trends, and apply that technology toward products with sustainabl
a e margins that
enable our customers to produce distinctive market-leading products. We have identifie
f d a core portfol
f io of products that draw
on our technical strengths and align with these trends where we believe we can provide differentiation.
Automation. In the automotive industry,
r
Automation refers to safety, comfort and convenience featur
t
es. OEM
customers continue to focus on improving vehicle occupant and vulnerabl
a e road user safet
f y to meet increasingly
stringent regulatory r
r
equirements in various markets. As a result, suppl
u
iers are foc
f
used on developing technologies
aimed at protecting vehicle occupa
u
nts when a crash occurs, with advanced driver assistance systems that reduc
d
e
driver distractions, as well as automated safety featur
t
es that proactively mitigate the risk of a crash occurring, such
as lane departur
t
e warning and centering systems. These technologies have also expanded to include convenience
featur
t
es such as adaptive crui
r se control, traffi
f c jam assist, and hands-free driving, which improve both safet
f y and
convenience for end consumers.
Further, Automation extends into applications such as robots in manufact
f
ur
t
ing faci
f
lities, drones for
f
commercial and defense app
a
lications and other increasing autonomous systems across diversified industrial
applications.
Elec
l
trific
f atio
t n. In the automotive industry,
r
Electrification refers to technologies designed to reduc
d
e emissions,
improve fue
f
l economy and minimize the environmental impact of vehicles, while also suppor
u
ting increasing
electrical and electronics content such as sensors, compute and actua
t
tors. As a result, there is a need for innovations
that result in significant improvements in carbon
r
emissions and performance. We are developing key enabl
a ing
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 platfor
f
ms.
Moreover, Electrification applies well beyond the automotive industry t
r
o other increasingly electrified devices
and systems, as well as the infrastructur
t
e that supports them, such as data centers and energy storage systems.
Digital
t iz
l atio
t n. In the automotive industry,
r
Digitalization refer
f s to connectivity, softw
f
are-defined solutions, and
the abi
a lity to evolve and improve over a vehicle’s lifec
f
ycle in response to consumer demand for greater safety,
personalization, productivity and convenience featur
t
es. This shift, in tur
t
n, is driving increased demand for electrical
and electronic architectur
t
e as the foundation for this content. These technologies are designed to seamlessly
integrate vehicles into their operating environment, while providing drivers with connectivity to consumer
ecosystems, and data and insights to OEMs via over-the-air (“OTA”) technology.
7

Across multiple industries, devices and systems themselves are becoming increasingly softw
f
are-defined, with
the capabi
a lity to being continuously updated, while also leveraging artific
f ial intelligence to deliver insights,
transfor
f
m operations and unlock value.
Converge
r
nce of A
o
utom
t
atio
t n, Elect
l
ri
t fi
i cation and Digi
i ta
i liza
i
tion
We expect the trends of automation, electrification and digitalization to create growth opportunities as they drive similar
product requirements for
f
mission-critical applications across multiple industries, namely increased demand for advanced
software and optimized hardware. Intelligent, software-defin
f ed solutions, such as increasingly capable automated driving
technologies, offer significant societal benefits
f
and create long-term growth opportunities for
f
our product offerings, including
new customers such as mobility providers, telecommunications network operators and smart cities. Growth opportunities across
the automotive and other indus
d
tries will be driven by increased hardware and softw
f
are content, greater computing power and
software requirements, enhanced solutions for lifec
f
ycle management and connectivity, and continued electrification. We
believe the complexity of these systems will also require ongoing software suppor
u
t services, as they will be continuously
upgraded with new fea
f
tures and performance enhancements.
As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our
capabilities in softw
f
are-defined mobility and enabl
a e advanced smart vehicle architectur
t
e changes, we acquired Wind River
Systems, Inc. (“Wind River”) in December 2022. Wind River is a global leader in delivering softw
f
are for
f
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.
We are also continuing to develop market-leading automated driving solutions, such as automated driving softw
f
are,
sensing and perception technologies enhanced through artificial intelligence and machine learning, as well as the underlying
architectur
t
e technologies capa
a
bl
a e of supporting safet
f y-critical appl
a
ications. We believe we are well-aligned with industry
r
technology trends that will help to suppor
u
t sustainable future growth in this space and have partnered with leaders in their
respective fie
f lds to advance the pace of development and commercialization of these emerging technologies.
In March 2020, we completed a transaction with Hyundai Motor Group (“Hyundai”) to for
f
m Motional AD LLC
(“Motional”), a joint ventur
t
e foc
f
used on the design, development and commercialization of autonomous driving technologies.
Although we believe our strategic partnerships have us well-aligned with industry t
r
echnology trends in these evolving areas, the
timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subj
u ect to significant
uncertainty, which resulted in additional fundi
f
ng requirements for
f
Motional. In April 2024, Aptiv and Hyundai entered into an
agreement to restruc
r
ture Aptiv’s ownership interest in Motional and for Hyundai to provide additional fundi
f
ng to Motional,
which also eliminated any requirements for
f
additional fut
f ur
t
e fundi
f
ng from Aptiv. These transactions, which were completed in
May 2024, resulted in the reduction of our common equity interest in Motional fro
f
m 50% as of December 31, 2023 to
approximately 15%. In May 2025, Hyundai provided additional fun
f
ding to Motional, further reduc
d
ing Aptiv’s common equity
interest in Motional fro
f
m 15% as of March 31, 2025 to approximately 13% as of December 31, 2025. Refer to Note 5.
Investments in Affil
f iates to the audited consolidated financial statements contained herein for fur
f
ther information on these
transactions.
Stan
t
dardiza
i
tion of Sourcing
i
by OEMs
E
Many OEMs are continuing to develop vehicle platforms intended to increase standardization, reduce per-unit cost and
increase capital efficiency and profitabi
a lity. In addition, geopolitical tensions are also causing them to regionalize their suppl
u
y
chains. As a result, OEMs prefer
f
suppl
u
iers that have the capability to manufact
f
ur
t
e products on a global basis with
manufact
f
ur
t
ing and design flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering
and manufact
f
ur
t
ing capabilities are best positioned to benefit
f
from this trend. OEMs are also increasingly looking to their
suppl
u
iers to simplify vehicle design and assembly processes to reduc
d
e 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.
Shorter
t
Product Developm
o
ent Cycl
C
es
l
As a result of government regulations and customer preferences, OEMs are requiring suppl
u
iers to respond faster with new
designs and product innovations. While these trends are more prevalent in matur
t
e markets, certain key growth markets are
advancing rapidly towards the regulatory s
r
tandards and consumer prefer
f ences of the more matur
t
e markets. Suppliers with
strong technologies, robust global engineering and development capabilities will be best positioned to meet OEM demands for
rapi
a d innovation.
8

Products
Our organizational struc
r
ture and management reporting suppor
u
t the management of these core product lines:
Adva
d
nced Safe
a ty and Use
U
r Expe
E
rience. 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 featur
t
es and vehicle automation, as well as radar,
vision and other sensing technologies.
•
User Experience enables in-cabi
a n solutions around infotainment, driver interface and interior sensing.
•
Smart Vehicle Compute and Software consists of zone control and centralized compute platfor
f
ms, as well as edge-to-
cloud DevOps tools.
Engine
i
ered Components Group
u . 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 appl
a
ications
across multiple end markets.
Elect
l
ri
t cal Distributio
t n Sys
S
tems. 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 architectur
t
es. As described above, the Company is
pursuing a separation of the Electrical Distribution Systems business into a new, independent publicly traded company,
through a transaction expected to be treated as a tax-free spin-off t
f
o its shareholders.
Competition
The automotive technology and components industry r
r
emains extremely competitive. Furthermore, the rapidly evolving
nature of the markets in which we compete has attracted, and may continue to attract, new entrants, particularly in best cost
countries such as China and in areas of evolving vehicle technologies such as intelligent systems software, automated driving
and mobility solutions, which has attracted competitors fro
f
m outside the traditional automotive industry.
r
OEMs rigorously
evaluate suppl
u
iers on the basis of product quality, price, reliabi
a lity and timeliness of delivery,
r
product design capability,
technical expertise and development capability, new product innovation, financial viabi
a lity, appl
a
ication of lean principles,
operational fle
f xibility, customer service and overall management. In addition, our customers generally require that we
demonstrate improved efficiencies, through cost reductions and/or price improvement, on a year-over-year basis.
Our 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 Corpo
r
ration
• Harman International (a subsidiary of Samsung Electronics)
• Mobileye
• Nutanix
• Red Hat
• Valeo
Engineered Components Group................................................ • Amphenol Corporation
• Molex, LLC (a subs
u
idiary of Koch, Inc.)
• TE Connectivity plc
Electrical Distribution Systems................................................. • Furuka
r
wa Electric Co., Ltd.
• Lear Corporation
• Sumitomo Electric Indus
d
tries, Ltd.
• Yazaki Corporation
9

Customers
We sell our products and services to the majo
a r global OEMs in every region of the world. Our ten largest customers
accounted for app
a
roximately 56% of our total net sales for
f
the year ended December 31, 2025, which included appr
a
oximately
10% to an individual Global OEM.
Supply Relationships with Our Customers
We typically suppl
u
y products to our OEM customers through purchase orders, which are generally governed by general
terms and conditions establ
a ished by each OEM. Although the terms and conditions vary from customer to customer, they
typically contemplate a relationship under which our customers place orders for their requirements of specific components
suppl
u
ied for
f
particular vehicles but are not required to purchase any minimum amount of products from us. These relationships
typically extend over the life o
f
f the related vehicle. Prices are negotiated with respect to each business award, which may be
subj
u ect to adju
d stments under certain circumstances, such as commodity or foreign exchange escalation/de-escalation clauses,
significant changes in direct labor costs, for specification/design changes dur
d
ing the life o
f
f the program or for cost reduc
d
tions
achieved by us. The terms and conditions typically provide that we are subject to a warranty on the products suppl
u
ied; in most
cases, the dur
d
ation of such warranty is coterminous with the warranty offered by the OEM to the end-user of the vehicle. We
may also be obligated to share in all or a part of recall costs if the OEM recalls its vehicles for defect
f
s attributable to our
products.
Individual purchase orders are terminable for cause or non-performance and, in most cases, upon
u
our insolvency and
certain change of control events. In addition, many of our OEM customers have the option to terminate for
f
convenience on
certain programs, which permits our customers to impose pressure on pricing during the life o
f
f the vehicle program, and issue
purchase contracts for
f
less than the dur
d
ation of the vehicle program, which potentially reduces our profit
f
margins and increases
the risk of our losing future sales under those purchase contracts. We manufact
f
ur
t
e and ship based on customer release
schedules, normally provided on a weekly basis, which can vary due to cyclical automobile production or dealer inventory
r
levels.
Although customer programs typically extend to future periods, and although there is an expectation that we will suppl
u
y
certain levels of OEM production dur
d
ing such fut
f ur
t
e periods, customer agreements do not necessarily constitute firm orders.
Firm orders are generally limited to specific and authorized customer purchase order releases placed with our manufac
f
turing
and distribution centers for actua
t
l production and order ful
f fillment. Firm orders are typically fulfille
f
d as promptly as possible
from the conversion of availabl
a e raw materials, sub-
u
components and work-in-process inventory f
r
or
f
OEM orders and from
current on-hand finished goods inventory f
r
or
f
afte
f rmarket orders. 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. Generally, we seek to obtain materials in the
region in which our products are manufact
f
ur
t
ed in order to minimize transportation and other costs. The most significant raw
materials we use to manufac
f
ture our products include copper and resins. 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 subs
u
tantially from customary levels. These
changes to the produc
d
tion environment were primarily driven by the global supply chain disrupt
r
ions that impacted the
automotive industry at times during previous years. We continue to actively monitor and manage inventory l
r
evels across all
inventory t
r
ypes in order to maximize both supply continuity and the effi
f cient use of working capital. Normally we do not carry
inventories of such raw materials in excess of those reasonabl
a y required to meet our production and shipping schedules.
Commodity cost volatility, most notably related to copper, petroleum-based resin products and fue
f
l, is a challenge for us
and our industry.
r
Recently, the industry h
r
as been subj
u ected to increased pricing pressures, specifically in relation to these
commodities, which have experienced significant volatility in price. We have also been impacted globally by increased overall
inflation as a result of a variety of global trends. We are continually seeking to manage these and other material-related cost
pressures using a combination of strategies, including working with our suppl
u
iers to mitigate costs, seeking alternative product
designs and material specifications, combining our purchase requirements with our customers and/or suppl
u
iers, changing
suppl
u
iers, hedging of certain commodities and other means. In the case of copper, which primarily affe
f cts our Electrical
Distribution Systems segment, contract clauses have enabl
a ed us to pass on some of the price increases to our customers and
thereby partially offs
f et the impact of increased commodity costs on operating income for
f
the related products. Other than in the
case of copper, our overall success in passing commodity cost increases on to our customers has been limited. However, we
have negotiated, and will continue to negotiate as necessary, price increases with our customers in response to global
inflationary pressures and the aforementioned global supply chain disrupt
r
ions. We will continue our effo
f
rts 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

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 appr
a
oximately one week in December. Our European customers generally
reduce production dur
d
ing 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 Februa
r
ry 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
d
to the
launch of component production for
f
new vehicle models.
People
As of December 31, 2025, we employed appro
a
ximately 140,000 people; 30,000 salaried employees and 110,000 hourly
employees. In addition, we maintain a contingent workforce of appr
a
oximately 51,000 to accommodate fluctuations in customer
demand. We are a global company serving every majo
a r worldwide market. 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 Afri
f ca region, with our largest presence in Morocco and Serbi
r a;
•
15% in the Asia Pacific
f
region, with our largest presence in China and India; and
•
5% in South America, with our largest presence in Brazil.
As of December 31, 2025, approximately 50% of our total workfor
f
ce were women, and appr
a
oximately 25% of
management roles were held by women.
Certain of our employees are represented worldwide by numerous unions and works councils, including the International
Union of Electronic, Electrical, Salaried, Machine and Furniture Workers - Communications Workers of America, IG Metall
and the Confed
f
eracion De Trabajadores Mexicanos. We maintain collabor
a
ative and construc
r
tive labor relationships with our
employee representatives in order to fos
f
ter positive employee relations.
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.
Talent Developm
l
ent
Our people are essential to executing our strategy and sustaining long-term value creation. We invest in our talent to
create a high-performance culture where innovation thrives, and our people are empowered to think and act like owners at every
level in the organization. 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. Our direct foc
f
us on skills development contributes to organization stabi
a lity and
succession readiness, as demonstrated by approximately 55% of our management role openings being fille
f
d through internal
promotions in 2025 and improved retention for
f
management and professionals. 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.
Aptiv maintains a comprehensive suite of career, technical, and leadership development programs designed to enhance
execution for
f
today while preparing our workforce for
f
the business needs of the future. Our employees complete formal
leadership and management training using in-person, online and virtua
t
l learning opportunities to enhance their abilities. We
also leverage Aptiv Academy, our online learning management system, across the business. In 2025, adoption of Aptiv
Academy scaled to app
a
roximately 95% of our salaried population.
Culture
Aptiv’s culture is a competitive advantage to how we execute our strategy. Our culture is based on a set of distinct values
and behaviors that guide us to always do the right thing, the right way. At Aptiv, we value each individual’s perspective, and we
foster an environment of respect and inclusion. Aptiv participates in, and sponsors numerous outreach programs around the
world, which seek to promote and recrui
r t the next generation of talent into science, technology, engineering and mathematical
(STEM) fie
f lds. Leveraging our employees’ diverse backgrounds and experiences allows us to make better decisions and
suppor
u
ts stronger performance. Aptiv is continuing to drive innovation through an inclusive workfor
f
ce for all, where every
individual feel
f
s a sense of belonging within the organization.
Culture is a central pillar in our business and helps to drive consistent leadership behavior across our businesses. We
conduct regular employee feedba
d
ck 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

this survey. Aptiv achieved an engagement score of 8.0, an improvement of approximately 0.3 compared to 2024. Employee
NPS improved appr
a
oximately 12 points, positioning Aptiv among the top 25% of technology companies for
f
employee
engagement, according to industry b
r
enchmarks.
Our management team actively utilizes feedba
d
ck 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 foc
f
us and
attention. Accordingly, senior executives and leaders throughout the Company commit time, resources and attention to ensure
our culture continues to diffe
f rentiate Aptiv as a great place to work.
Health
l
and Saf
S
et
f yt
We are uncompromising in our commitment to health, safet
f y and well-being of all our employees and we treat safety
performance as a critical operational priority. Our safet
f y program is built on rigorous prevention, training, auditing and risk
mitigation in our manufac
f
turing plants, technical centers and offices. We continuously assess occupa
u
tional health and safet
f y
risks, define controls and perform internal audits for all manufact
f
ur
t
ing sites, assessing, among other things, legal compliance,
controls and key workpl
k ace safety metrics.
Our results reflect this discipline. We remain an industry l
r
eader in workpl
k ace safety, achieving a lost time inju
n ry
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 cultur
t
e and the operational resilience it
enables. Our standard safet
f y management system is aligned with ISO 45001, and we are committed to ensuring all our
manufact
f
ur
t
ing sites are ISO 45001 certifie
f d by 2026. As of December 31, 2025, 92% of our sites are certifie
f d under this
standard.
Commitment to Environmental Sustainability
Sustainabi
a lity has always been core to Aptiv’s business, values and culture. We believe this strong, foundational foc
f
us on
sustainabi
a lity makes Aptiv a partner of choice for our customers, a desirable place to work for our employees and a valued
contributor to the communities in which we operate. While a key part of our business is to design solutions that help transition
the world’s vehicles to cleaner sources of power, we are also committed to reduc
d
ing our environmental foot
f
pr
t
int throughout our
operations around the globe. We aim to reduce our environmental impact by decreasing our carbon
r
footpr
t
int, reducing waste
generated and consuming less water in our operations. Expenditures required to meet our environmental sustainability goals,
which are described below, are included in our normal budgeting process.
Decreasing
i
our Car
C
bon Footpr
t
int
Aptiv has committed to the Science-Based Targets initiative (the “SBTi”) Business Ambition for
f
1.5℃campaign. Aptiv’s
following near-term targets were validated by the SBTi in November 2023:
•
Reducing Scope 1 and 2 abs
a
olute CO2e emissions by 100% between the baseline year (2021) and 2030; and
•
Reducing Scope 3 abs
a
olute CO2e emissions by 47% between the baseline year and 2030.
To achieve these commitments, we are targeting:
•
Maintaining annual certification of all major manufact
f
ur
t
ing sites to the ISO 14001 standard;
•
Certifyi
f ng the most energy-intensive sites to the ISO 50001 certific
f ation; and
•
Sourcing 100% of electricity for operations from renewabl
a e sources by 2030.
Key to achieving these goals is our global Environmental, Health and Safet
f y and Sustainabi
a lity management system,
which helps to keep us aligned with stringent environmental, health and safet
f y regulations and provides a structur
t
e for
f
continuous improvement. This system appl
a
ies to all Aptiv sites, which means that in some countries our procedur
d
es go beyond
local regulations and requirements. This system is continuously updated to ensure that our procedur
d
es remain up to date.
Reducing
i
our Wat
W er
t
Usage and Was
W
te Generated
While our operations are not water intensive, we include water in our environmental risk management appr
a
oach. We
identify l
f
ocations where we operate that are water-scarce and take action to reduc
d
e our water consumption accordingly, while
also striving to comply with best practices in lower-risk locations. Our goal is to reduc
d
e water consumption in high-risk (water-
scarce) locations.
We are also committed to reduc
d
ing waste, with a waste recycled target (volume of recycled waste divided by total waste
volume) of 80%. We continue to strive to actively reduc
d
e and manage waste across our manufact
f
ur
t
ing operations, as well as in
our offi
f ces. 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

Addi
d tio
i
nal Sustainabili
i ty
i
Info
n
rmatio
t n
Additional infor
f
mation regarding our environmental sustainability and human capital initiatives, as well as infor
f
mation
on our progress towards our commitments, is availabl
a e in our annual Sustainability Report located on our website at
www.aptiv.com/about/sustainability. Nothing on our website, including the aforementioned Sustainability Report, shall be
deemed incorporated by reference into this Annual Report.
13

SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age (as of Februa
r
ry 1, 2026), current positions and description of business experience of each of our executive
offi
f cers are listed below. Our executive officers are elected annually by the Board of Directors and hold office until their
successors are elected and qualifie
f d or until the offic
f er’s resignation or removal. Positions noted below refle
f ct current service to
Aptiv PLC and prior service to Delphi Automotive PLC and Delphi Automotive LLP.
Kevin P. 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
offi
f cer (COO) from October 2014 to March 2015. Prior to the COO position, Mr. Clark was chief financial offic
f er and
executive vice president from February 2
r
013. He was appoi
a
nted vice president and chief fin
f ancial offi
f cer in July 2010.
Previously, Mr. Clark was a fou
f
nding partner of Liberty Lane Partners, LLC, a private-equity investment firm focused on
building and improving middle-market companies. Prior to Liberty Lane Partners, Mr. Clark served as the chief fin
f ancial
offi
f cer of Fisher-Scientific International Inc., a manufact
f
ur
t
er, distributor and service provider to the global healthcare market.
Mr. Clark served as Fisher-Scientific
f ’s chief fin
f ancial offi
f cer from the company’s initial public offe
f ring in 2001 through the
completion of its merger with Thermo Electron Corpor
r
ation in 2006. Prior to becoming chief financial officer, Mr. Clark served
as Fisher-Scientific
f ’s corporate controller and treasurer.
Varun Laroyia, 54, is Aptiv’s executive vice president and chief financial offic
f er, effec
f
tive November 2024. He joined
Aptiv from LKQ Corporation, a leading provider of alternative and specialty parts to repair and accessorize automobiles and
other vehicles, where he most recently served as senior advisor, following roles as chief executive officer, LKQ Europe from
2022 to 2023 and executive vice president and chief financial officer from 2017 to 2022. Prior to serving at LKQ, Mr. Laroyia
served as chief fin
f ancial offi
f cer, 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. B
J
razier, 59, is senior vice president and chief accounting officer of Aptiv. He was promoted to senior vice
president in April 2025, afte
f r serving as vice president and chief accounting offic
f er from February 2
r
011. 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. Brazier was employed for
f
seventeen years in
financial roles of increasing responsibility at various companies. Mr. Brazier is a Certifie
f d Public Accountant and began his
career with the international public accounting fir
f m of KPMG.
Javed Khan, 53, is executive vice president and president, Softw
f
are 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 Collabor
a
ation, and prior to his tenure at Cisco, Mr. Khan was the vice president of Enterpr
r
ise and Consumer Security
products at Symantec. He began his career as an engineer at Novell, before moving to leadership roles at Symantec.
Joseph
e
T. Liotine, 53, is executive vice president and 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. 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 appl
a
iance
business. Mr. Liotine began his career at PepsiCo, where he held several positions within sales and procurement.
Obed D. Louissa
i
int, 46, is Aptiv’s executive vice president and chief people offic
f er. 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. He joined Aptiv fro
f
m 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
& Corpor
r
ate fro
f
m 2015 to 2020. He began his IBM career in 2001 and held several human resources positions of increasing
responsibility. Befor
f
e joining IBM, Mr. Louissaint was president at Student Agencies, Inc.
Joseph
e
R. Massaro, 56, is Aptiv’s vice chair and president, Engineered Components Group, a position he has held fro
f
m
November 2024. Mr. Massaro joined the Company in October 2013 as vice president, Internal Audit, and in September 2014
was appoi
a
nted to the position of vice president, corpor
r
ate controller. In March 2016, he was named senior vice president and
chief fin
f ancial offi
f cer. In September 2020, he also assumed the role of senior vice president, business operations, and in 2024,
was elevated to vice chairman, business operations and chief financial officer. Previously, Mr. Massaro was a managing
director at Liberty Lane Partners fro
f
m 2008 to 2010. He also served as chief fin
f ancial offi
f cer of inVentiv Health Inc. from 2010
to 2013, a Liberty Lane portfol
f io company. Prior to Liberty Lane, he served in a variety of fin
f ance and operational roles at
Thermo Fisher Scientific
f
from 2002 to 2007, including senior vice president of Global Business Services where his
responsibilities included the global sourcing and infor
f
mation technology functions. Prior to the merger with Thermo Electron,
he also served as vice president and corporate controller of Fisher Scientific
f
and held several other senior fin
f ance positions.
14

Katherine H. R
H
amundo, 58, is executive vice president, chief legal offic
f er, chief compliance offi
f cer and secretary o
r
f
Aptiv. She joined Aptiv as senior vice president, chief legal offi
f cer, chief compliance officer and secretary o
r
f Aptiv in March
2021, and was elevated to executive vice president in March 2024. Prior to joining Aptiv, Ms. Ramundo was executive vice
president, chief legal offi
f cer and secretary o
r
f Howmet Aerospace Inc. (formerly Arconic Inc.), a leading global provider of
advanced engineered solutions for the aerospace and transportation industries, a role she held from November 2016 to Februa
r
ry
2021. Prior to joining Howmet Aerospace, Ms. Ramundo was executive vice president, general counsel and secretary o
r
f ANN,
A
Inc., the owner of the Ann Taylor and LOFT brands. Previously, Ms. Ramundo served as vice president, deputy general counsel
and assistant secretary o
r
f Colgate-Palmolive. Among her other positions during her 15-year tenure at Colgate, she served as
general counsel of the Europe/South Pacific
f
division, and later managed global specialty legal activities. She began her career
as a litigator, practicing at major New York-based law firms, including Cravath, Swaine & Moore and Sidley Austin.
15

ITEM 1A. RISK FACTORS
Set for
f
th below are certain risks and uncertainties that could adversely affect our results of operations or financial
condition and cause our actual results to differ materially fro
f
m those expressed in for
f
ward-looking statements made by the
Company. Also refer to the Cautionary Statement Regarding Forward-Looking Information in this Annual Report.
Risks Related to Business Environment and Economic Conditions
Disru
i
pt
u io
t ns in the suppl
p y o
l
f r
o
aw materials a
l
nd othe
t
r suppl
p ie
l s tha
t
t we and our customers use in o
i
ur products m
t
ay
adverse
r
ly affe
f ct our profi
o ta
i bilit
i
y.
t
We and our customers use a broad range of materials and suppl
u
ies, including copper and other metals, petroleum-based
resins, chemicals, electronic components and semiconductors. A significant disrupt
u ion in the suppl
u
y of these materials for
f
any
reason could decrease our production and shipping levels, which could materially increase our operating costs and materially
decrease our profit
f
margins.
We, as with other component manufact
f
ur
t
ers in the automotive industry,
r
ship products to our customers’ vehicle assembly
plants throughout the world so they are delivered on a “ju
“ st-in-time” basis in order to maintain low inventory l
r
evels. Our
suppl
u
iers also use a similar method. However, this “just-in-time” method makes the logistics supply chain in our industry v
r
ery
r
complex and very vulnerabl
a e to disrupt
u ions.
Such disrupt
r
ions could be caused by any one of a myriad of potential problems, such as closures of one of our or our
suppl
u
iers’ plants or critical manufact
f
ur
t
ing lines due to strikes, mechanical breakdowns or failures, electrical outages, fir
f es,
explosions, political upheaval, terrorism or war, material shortages, as well as logistical complications due to weather, global
climate change, volcanic erupt
r
ions, or other natural or nuclear disasters, delayed customs processing, the spread of an infectious
disease, virus or other widespread illness and more. Additionally, as we focus operations in best cost countries, the risk for such
disrupt
r
ions is heightened. The lack of any single subcomponent necessary to manufact
f
ur
t
e one of our products could for
f
ce us to
cease production, potentially for a prolonged period. Similarly, a potential quality issue could for
f
ce us to halt deliveries while
we validate the products. Even where products are ready to be shipped, or have been shipped, delays may arise before they
reach our customer. Our customers may halt or delay their production for
f
the same reason if one of their other suppl
u
iers fails to
deliver necessary components. This may cause our customers, in turn to suspend their orders, or instruc
r
t us to suspend delivery,
r
of our products, which may adversely affect our financial performance.
When we fail to make timely deliveries in accordance with our contractua
t
l obligations, we generally have to absorb our
own costs for identifyi
f ng and solving the “root cause” problem as well as expeditiously producing replacement components or
products. Generally, we must also carry the costs associated with “catching up,”
u
such as overtime and premium fre
f ight.
Additionally, if we are the cause for a customer being for
f
ced to halt production, the customer may seek to recoup all of its
losses and expenses from us. These losses and expenses could be significant and may include consequential losses such as lost
profits
f
. Any global supply chain disrupt
r
ion, however small, could potentially cause the complete shutdown of an assembly line
of one of our customers, and any such shutdown that is due
d
to causes that are within our control could expose us to material
claims of compensation. Where a customer halts production because of another supplier fai
f ling to deliver on time, there can be
no assurance we will be fully compensated, if at all.
Global supply chain disrupt
r
ions have in the past and could in the future lead to interrupt
u ions in our production, which
could impact our ability to ful
f ly meet the vehicle production demands of OEMs at times due
d
to events which are outside our
control. For example, as a result of the rapidly evolving trade policies and tariff actions, the uncertainty in the automotive
industry h
r
as increased, which could adversely affect our business and financial results. We will continue to actively monitor our
global supply chain and will seek to aggressively mitigate and minimize the impact of any fut
f ur
t
e disrupt
u ions on our business. In
addition, we are carrying critical inventory i
r
tems and key components, and we continue to procure productive, raw material and
non-critical inventory c
r
omponents in order to satisfy our customers’ vehicle production schedul
d es. 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. These changes
to the production environment were primarily driven by the global supply chain disrupt
r
ions that impacted the automotive
industry a
r
t times dur
d
ing previous years. We continue to actively monitor and manage inventory l
r
evels across all inventory t
r
ypes
in order to maximize both supply continuity and the effi
f cient use of working capital.
The cycl
c
ic
l al nature of automotive sales
l
and productio
t n can adverse
r
ly affe
f ct our business.
Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive
sales and production are highly cyclical and, in addition to general economic conditions, also depend on other factors, such as
consumer confid
f ence and consumer prefer
f ences. Lower global automotive sales would be expected to result in subs
u
tantially all
of our automotive OEM customers lowering vehicle production schedules, which has a direct impact on our earnings and cash
flows. In addition, automotive sales and production can be affe
f cted by labor
a
relations issues, regulatory r
r
equirements, trade
16

agreements, the availabi
a lity of consumer financing, inflationary pressures, interest rate volatility, supply chain disrupt
r
ions and
other fact
f
ors, including global health crises. Economic declines that result in a significant reduc
d
tion in automotive sales and
production by our customers have in the past had, and may in the fut
f ur
t
e have, an adverse effect on our business, results of
operations and fin
f ancial condition.
Our sales are also affected by inventory l
r
evels and OEMs’ production levels. We cannot predict when OEMs will decide
to increase or decrease inventory l
r
evels or whether new inventory l
r
evels will approximate historical inventory l
r
evels.
Uncertainty and other unexpected fluctuations could have a material adverse effect on our business and financial condition.
A prolonged recession and/or
/
a dow
d
nturn in g
i
lo
g bal automotive sales
l
could a
l
dverse
r
ly affe
f ct our business and cause us
to require additio
i
nal sources of fi
f
na
i
ncing to c
t
ontinue
i
our ope
o
rations, w
s
hich may n
a
ot be availa
i ble t
l
o u
t
s or be availabl
l
el
only on materially
l
diffe
i
rent terms tha
t
n what has hist
i or
t
ically
l
been availa
i ble.
l
Our sensitivity to economic cycles and any related flu
f ctua
t
tion in the businesses of our customers or potential customers
may have a material adverse effect on our financial condition, results of operations or cash flo
f ws. 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 offs
f et by declines of 2% in North America
and 1% in Europe. A prolonged downtur
t
n in or uncertainty relating to global or regional economic conditions, including as a
result of trade barriers, high inflation, component shortages, labor
a
shortages or any significant reduc
d
tion in automotive sales by
our customers, may result in the delay or cancellation of plans to purchase our products, which could have a material adverse
effe
f ct on our business, results of operations and fin
f ancial condition. 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, restructur
t
ing actions or changes in our valuation allowances against defer
f red tax assets,
which could be material to our financial condition and results of operations. Deteriorating global economic conditions and/or
deteriorating performance of our business may also have a negative impact on our market capitalization, which could also result
in impairment charges. A determination that an impairment has occurred could have a material adverse effe
f ct on our financial
results.
Any significant negative cash flo
f w or instabi
a lity in the global credit markets and global economic pressure could limit our
ability to obtain external fin
f ancing on favorable terms. There can be no assurance that we would be abl
a e to secure such
financing on terms acceptable to us, or at all.
A dro
d
p i
o
n t
i
he
t
market share and changes in p
i
roduct mix offe
f red by o
b
ur custom
t
ers c
r
an impact our revenues.
We are dependent on the continued growth, viability and fin
f ancial stability of our customers. Our customers generally are
OEMs in the automotive industry.
r
This industry i
r
s subject to rapi
a d technological change, vigorous competition, cyclical and
short product life c
f
ycles, reduced consumer demand patterns and industry c
r
onsolidation. When our customers are adversely
affe
f cted by these fac
f
tors, we may be similarly affected to the extent that our customers reduc
d
e the volume of orders for
f
our
products. As a result of changes impacting our customers, sales mix can shift w
f
hich may have either favorable or unfav
f
orable
impacts on our revenues and would include shifts
f
in regional growth, shifts
f
in OEM sales demand, as well as shifts
f
in consumer
demand related to vehicle segment purchases and content penetration. For instance, a shift in sales demand fav
f
oring a particular
OEMs’ vehicle model for
f
which we do not have a supply contract may negatively impact our revenue. A shift i
f
n regional sales
demand toward certain markets could impact the sales of our customers that have a large market share in those regions, which
in turn would be expected to impact our revenue.
The mix of vehicle offerings by our OEM customers also impacts our sales. A decrease in consumer demand for
f
specific
f
types of vehicles where we have traditionally provided significant content could have a significant effect on our business and
financial condition. For example, while we have identifie
f d high voltage electrification systems as a key product market, certain
of our OEM customers have recently announced delays in or changes to their software-defin
f ed vehicle investment strategies
amidst reduced expectations for fut
f ur
t
e consumer demand for these products, which could adversely impact the growth of this
product market within our business. Our sales of products in the regions in which our customers operate also depend on the
success of these customers in those regions.
Our business in C
i
hi
C
na
i
is subject to a
t
ggr
a
essive competit
t io
t n and is sensitive to e
t
conomic and marke
r
t conditi
i ons.
Maintaining a strong position in the Chinese market is a key component of our global growth strategy. The automotive
technology and components market in China is highly competitive, with competition fro
f
m many of the largest global
manufact
f
ur
t
ers and numerous smaller domestic manufact
f
ur
t
ers. 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 restruc
r
ture their operations in China. For example, in 2025, General Motors
(“GM”) restructur
t
ed their operations in China given 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
17

businesses or market share in China. As the size of the Chinese market continues to increase over the long-term, we anticipate
that additional competitors, both international and domestic, will seek to enter the Chinese market and that existing market
participants will act aggressively to increase their market share. Increased competition may result in price reduc
d
tions, reduc
d
ed
margins and our inability to gain or hold market share. Additionally, there have been periods of increased market volatility and
moderations in the level of economic growth in China, which resulted in periods of lower automotive production growth rates
in China than those previously experienced. Our business in China is sensitive to economic and market conditions that drive
automotive sales volumes in China and may be impacted if there are reductions in vehicle demand in China. If we are unabl
a e to
maintain our position in the Chinese market or if vehicle sales in China continue to experience minimal growth or decrease, our
business and financial results could be materially adversely affected.
We operate in the highl
g
y c
l
ompe
m
titiv
i
e autom
t
otiv
t e tech
t
nology
o
and compon
m
ent suppl
p y i
l
nd
i
ustry,
r
and are depe
e
nden
d
t on the
t
acceptance of n
o
ew product introductions for continue
i
d growth.
t
The global automotive technology and component suppl
u
y industry i
r
s highly competitive. Competition is based primarily
on price, technology, quality, delivery a
r
nd overall customer service. There can be no assurance that our products will be able to
compete successful
f ly with the products of our competitors. Furthermore, the rapi
a dly evolving natur
t
e of the markets in which we
compete has attracted, and may continue to attract, new and disrupt
u ive entrants fro
f
m outside the traditional automotive supply
industry,
r
particularly in countries such as China or in areas of evolving vehicle technologies such as automated driving
technologies and advanced software. These entrants may seek to gain access to certain vehicle technology and component
markets. Any of these new competitors may develop and introduce technologies that gain greater customer or consumer
acceptance, which could adversely affect the fut
f ur
t
e growth of the Company. Additionally, consolidation in the automotive
industry m
r
ay lead to decreased product purchases from us. As a result, our sales levels and margins could be adversely affected
by pricing pressures fro
f
m OEMs and pricing actions of competitors. These fact
f
ors led to selective resourcing of business to
competitors in the past and may also do so in the future.
In addition, any of our competitors may for
f
esee the course of market development more accurately than us, develop
products that are superior to our products, have the ability to produce similar products at a lower cost than us, adapt
a
more
quickly than us to new technologies or evolving customer requirements or develop or introduce new products or solutions
before we do, particularly related to potential transformative technologies such as autonomous driving solutions. As a result,
our products may not be able to compete successful
f ly with their products. These trends may adversely affect our sales as well as
the profit margins on our products. If we do not continue to innovate to develop or acquire new and compelling products that
capitalize upon
u
new technologies, this could have a material adverse impact on our results of operations.
If we do not respo
s
nd appropriately, t
y he
t
evolution of t
o
he
t
automotive ind
i
ustry t
r
ow
t
ards autonomous vehicles and mobilit
i
yt
on demand services could a
l
dverse
r
ly affe
f ct our business.
The automotive indus
d
try i
r
s increasingly foc
f
used on the development of advanced driver assistance technologies, with the
goal of developing and introducing a commercially-viabl
a e, fully automated driving experience. The high development cost of
active safet
f y and autonomous driving technologies may result in a higher risk of exposure to the success of new or disrupt
r
ive
technologies different than those being developed by us. There has also been an increase in consumer prefer
f ences for mobility
on demand services, such as car- and ride-sharing, as opposed to automobile ownership, which may result in a long-term
reduction in the number of vehicles per capita. These evolving areas have also attracted increased competition fro
f
m entrants
outside the traditional automotive industry.
r
If we do not continue to respond quickly and effectively to this evolutionary
process, our results of operations could be adversely impacted.
We have invested substan
t
tial resources in markets a
t
nd technologi
o es where we expe
e
ct growth and we may be unable t
l
ot
timely alte
l r our stra
t
tegi
e es should such expe
x
ctat
t io
t ns not be realized.d
Our fut
f ur
t
e growth is dependent on our making the right investments at the right time to suppor
u
t product development and
manufact
f
ur
t
ing capacity in geographic areas where we can suppor
u
t our customer base and in product areas of evolving vehicle
technologies. We have identifie
f d the Asia Pacific region, and more specifically China, as a key geographic market, and have
identifie
f d intelligent systems software, advanced driver assistance systems, autonomous driving technologies, mobility
solutions and high voltage electrification systems as key product markets. We believe these markets are likely to experience
subs
u
tantial long-term growth, and accordingly have made and expect to continue to make subs
u
tantial investments, both directly
and through participation in various partnerships and joint ventur
t
es, in numerous manufact
f
ur
t
ing operations, technical centers,
research and development activities and other infra
f structur
t
e to support anticipated growth in these areas. If we are unabl
a e to
deepen existing and develop additional customer relationships in the Asia Pacific region, or if we are unabl
a e to develop and
introduce market-relevant advanced driver assistance or autonomous driving technologies, we may not only fai
f l to realize
expected rates of retur
t
n on our existing investments, but we may incur losses on such investments and be unabl
a e to timely
redeploy the invested capi
a tal to take advantage of other markets or product categories, potentially resulting in lost market share
to our competitors. Our results will also suffer if these areas do not grow as quickly as we anticipate.
18

We may n
a
ot be able t
l
o r
t
espon
s
d quickly enough
u
to changes in r
i
egulat
l io
t ns, t
s ech
t
nology
o
and tech
t
nologi
o cal risks, a
s
nd to
develop
l
our int
i
el
t le
l ctual prope
o
rty i
t
nt
i
o c
t
ommercially v
l
iable p
l
roducts.
t
We cannot provide assurance that certain of our products will not become obsolete or that we will be able to achieve the
technological advances that may be necessary for us to remain competitive and maintain or increase our revenues in the future.
We are also subject to the risks generally associated with new product introductions and appl
a
ications, including lack of market
acceptance, delays in product development or production and fai
f lure of products to operate properly. The pace of our
development and introduction of new and improved products depends on our ability to implement improved technological
innovations in design, engineering and manufact
f
ur
t
ing, which requires extensive capital investment. Any capital expenditure
cuts in these areas that we may determine to implement in the fut
f ur
t
e to reduc
d
e costs and conserve cash could reduc
d
e our ability
to develop and implement improved technological innovations, which may materially reduce demand for
f
our products.
To compete effectively in the automotive technology and components industry,
r
we must be able to launch new products
to meet changing consumer prefer
f ences and our customers’ demand in a timely and cost-effe
f ctive manner. Our abi
a lity to
respond to competitive pressures and react quickly to other major changes in the marketpl
t ace, including the potential
introduction of disrupt
u ive technologies such as autonomous driving solutions or consumer desire for and availabi
a lity of vehicles
with advanced driver assistance technologies or which use alternative fue
f
ls is also a risk to our future financial performance.
Changes in legislative, regulatory o
r
r industry r
r
equirements or in competitive technologies may render certain of our
products obsolete or less attractive. Our abi
a lity to anticipate changes in technology and regulatory s
r
tandards and to successful
f ly
develop and introduc
d
e new and enhanced products on a timely and cost competitive basis will be a significant fact
f
or in our
ability to remain competitive and to maintain or increase our revenues. For example, the evolving sector of automated driver
assistance and autonomous driving technologies has led to guidance issued by the U.S. Department of Transportation (“DOT”)
regarding best practices for the testing and deployment of automated driving systems, and outlining fed
f
eral and state roles in the
regulation of these systems, including providing state legislatures with best practices on how to safely foster the development
and introduction of automated driving technologies onto public roads. There remains potential for
f
the continued introduc
d
tion of
new and expanded regulations in this space, including potential requirements for
f
autonomous vehicle systems to receive
approval fro
f
m the DOT or other regulatory a
r
gencies prior to commercial introduction. It is also possible that regulations in this
space may diverge among jurisdictions, leading to increased compliance costs.
We cannot provide assurance that we will be abl
a e to install and certify t
f
he equipment needed to produce products for new
product programs in time for
f
the start of production, or that the transitioning of our manufact
f
ur
t
ing faci
f
lities and resources to
full production under new product programs will not impact production rates or other operational efficiency measures at our
facilities. Development and manufact
f
ur
t
ing schedul
d es are diffi
f cult to predict, and we cannot provide assurance that our
customers will execute on schedul
d e the launch of their new product programs, for which we might suppl
u
y products. Our failure
to successful
f ly launch new products, or a fai
f lure by our customers to successful
f ly launch new programs, could adversely affect
our results.
Certai
t n o
i
f o
o
ur busine
i
sses rely o
l
n relat
l io
t nships
i
with
i
collabor
l
ativ
t e partners a
r
nd othe
t
r thi
t
rd
i
-p
d
arties for
f
developm
l
ent of
o
products a
t
nd poten
t
tial products,
t
and such colla
l borativ
t e partners o
r
r other third-par
-
ties could fail to perfor
f
m
r
suffi
u
ciently.y
We believe that for certain of our businesses, success in developing market-relevant products depends in part on our
ability to develop and maintain collabor
a
ative relationships with other companies. There are certain risks involved in such
relationships, as our collabor
a
ative partners may not devote suffi
f cient resources to the success of our collabor
a
ations; may be
acquired by other companies and subs
u
equently terminate our collabor
a
ative arrangement; may compete with us; may not agree
with us on key details of the collabor
a
ative relationship; or may not agree to renew existing collabor
a
ations on acceptabl
a e terms.
Because these and other fac
f
tors may be beyond our control, the development or commercialization of our products involved in
collabor
a
ative partnerships may be delayed or otherwise adversely affected. If we or any of our collabor
a
ative partners terminate a
collabor
a
ative 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.
Declin
l
es in the marke
r
t share or busine
i
ss of our fiv
f e lar
l
ge
r
st custom
t
ers m
r
ay adverse
r
ly impact our revenues and
profita
f
bility
i
.y
Our fiv
f e largest customers accounted for app
a
roximately 42% of our total net sales for
f
the year ended December 31, 2025.
Accordingly, our revenues may be adversely affected by decreases in any of their businesses or market share. For instance, the
worldwide semiconductor shortage adversely impacted the automotive industry i
r
n recent years resulting in reduc
d
ed vehicle
production schedul
d es and sales fro
f
m historical levels, which adversely impacted our financial condition, operating results and
cash flo
f ws for portions of the year ended December 31, 2023. In addition, certain United Automobile, Aerospace and
Agricultural Implement Workers of America (“UAW”) represented employees at GM, Ford Motor Company (“Ford”) and
Stellantis N.V. (“Stellantis”) initiated labor strikes in September 2023, lasting more than six weeks in dur
d
ation. As GM, Ford
and Stellantis are among our largest customers, these labor
a
strikes adversely impacted our financial condition, operating results
19

and cash flo
f ws for the year ended December 31, 2023. Furthermore, because our customers typically have no obligation to
purchase a specific quantity of parts, a decline in the production levels of any of our majo
a r customers, particularly with respect
to models for which we are a significant supplier, could reduc
d
e our sales and thereby adversely affect our financial condition,
operating results and cash flo
f ws.
We may n
a
ot realiz
l e sales
l
repr
e
esented by a
b
warded
d
busine
i
ss.
We estimate awarded business using certain assumptions, including projected future sales volumes. Our customers
generally do not guarantee volumes. In addition, awarded business may include business under arrangements that our customers
have the right to terminate without penalty. Therefore, our actual sales volumes, and thus the ultimate amount of revenue that
we derive from such sales, are not committed. If actua
t
l production orders from our customers are not consistent with the
projections we use in calculating the amount of our awarded business, we could realize substantially less revenue over the lifef
of these proje
o cts than the currently projected estimate.
Contin
t
ued pricing
i
pressures, OEM c
E
ost reduction initiativ
t es and the
t
ability
i
of OEMs
E
to re-source or cancel vehicle
programs may result in lower tha
t
n antic
t ipated
t
margins, or losses, which may have a signi
g
fi
i cant negat
e
iv
t e imp
i
act on our
busine
i
ss.
Cost-cutting initiatives adopted by our customers result in increased downward pressure on pricing. Our customer supply
agreements generally require step-downs in component pricing over the period of production, typically one to three percent per
year. In addition, our customers often reserve the right to terminate their suppl
u
y contracts for
f
convenience, which enhances their
ability to obtain price reductions. OEMs have also possessed significant leverage over their suppl
u
iers, including us, because the
automotive technology and component suppl
u
y industry i
r
s highly competitive, serves a limited number of customers, has a high
fixed cost base and historically has had excess capacity. Based on these factors, and the fact that our customers’ product
programs typically last a number of years and are anticipated to encompass large volumes, our customers are able to negotiate
favorable pricing. Accordingly, as a Tier I supplier, we are subject to subs
u
tantial continuing pressure from OEMs to reduc
d
e the
price of our products. For example, our customer suppl
u
y agreements generally provide for annual reduc
d
tions in pricing of our
products over the period of production. It is possible that pricing pressures beyond our expectations could intensify as OEMs
pursue restruc
r
turing and cost-cutting initiatives. If we are unabl
a e to generate suffi
f cient production cost savings in the fut
f ur
t
e to
offs
f et price reduc
d
tions, our gross margin and profit
f ability would be adversely affected. See Item 1. Suppl
u
y Relationships with
Our Customers for a detailed discussion of our suppl
u
y agreements with our customers.
Our suppl
p y a
l
gr
a
eements w
t
ith our OEM
O
custom
t
ers a
r
re generally requirements contra
t
cts,
t
and a decl
d
in
l
e in t
i
he
t
productio
t n
requirements of any o
n
f o
o
ur custom
t
ers,
r
and in p
i
articular
l
our lar
l
ge
r
st custom
t
ers,
r
could a
l
dverse
r
ly impact our revenues
and profi
o ta
i bilit
i
y.
t
We receive OEM purchase orders for
f
specific components supplied for
f
particular vehicles. In most instances our OEM
customers agree to purchase their requirements for
f
specific
f
products but are not required to purchase any minimum amount of
products from us. The contracts we have entered into with most of our customers have terms ranging from one year to the lifef
of the model (usually three to seven years, although customers often reserve the right to terminate for
f
convenience). Therefore,
a significant decrease in demand for
f
certain key models or group of related models sold by any of our majo
a r customers or the
ability of a manufac
f
turer to re-source and discontinue purchasing fro
f
m us, for a particular model or group of models, could
have a material adverse effe
f ct on us. To the extent that we do not maintain our existing level of business with our largest
customers because of a decline in their production requirements or because the contracts expire or are terminated for
convenience, we will need to attract new customers or win new business with existing customers, or our results of operations
and fin
f ancial condition will be adversely affected. See Item 1. Suppl
u
y Relationships with Our Customers for a detailed
discussion of our suppl
u
y agreements with our customers.
Our ina
i
bility
i
to effe
f ctiv
t ely m
l
anage the
t
timing, quality
l
and costs of new progr
o
am launches could adverse
r
ly affe
f ct our
fina
i
ncial perfo
r
rmance.e
In connection with the award of new business, we obligate ourselves to deliver new products and services that are subje
b ct
to our customers’ timing, performance and quality standards. The launch of production is a complex process, the success of
which depends on a wide range of factors, including: the timing and fre
f quency of design changes by our customers relative to
the start of production; product matur
t
ity and complexity; production readiness of our own, as well as our customers’ and
suppl
u
iers’ manufac
f
turing facilities; robustness of manufact
f
ur
t
ing and validation processes; launch volumes; quality and
production readiness of tooling and equipment; sufficiency of skilled employees; and initial product quality. Given the
complexity of new program launches, we may experience difficulties managing product quality, timeliness and associated costs.
Failure by us to successful
f ly launch a new product could result in commercial or litigation claims against us which could have a
material adverse effect on our profita
f
bi
a lity. Additionally, a significant product or program launch fai
f lure could adversely affect
our reputation, future business prospects with one or more customers, and/or ability to execute our strategy. In addition, new
program launches require a significant ramp up o
u
f costs; however, our sales related to these new programs generally are
dependent upon the timing and success of our customers’ introduction of new vehicles. Customer decisions on program launch
20

timing may be impacted by industry c
r
onditions, government regulations and consumer prefer
f ences, and therefor
f
e, the timing of
such launches may also be subj
u ect to change.
Adver
d
se
r
developm
l
ents affe
f ctin
t
g one or more of our suppl
p ie
l rs could h
l
arm o
r
ur profita
f
bility
i
.y
Any significant disrupt
r
ion in our suppl
u
ier relationships, particularly relationships with sole-source suppl
u
iers, could harm
our profit
f ability. Some of our suppl
u
iers may not be able to handle commodity cost volatility and/or sharpl
r y changing volumes
while still performing as we expect. To the extent our suppl
u
iers experience suppl
u
y disrupt
u ions, there is a risk for
f
delivery
delays, production delays, production issues or delivery o
r
f non-confor
f
ming products by our suppl
u
iers. Even where these risks
do not materialize, we may incur costs as we try to make contingency plans for such risks.
The dis
d contin
t
uation or loss of busine
i
ss, or lack of commercial success with respect to a particular
l
product for which
we are a sign
i
ific
f ant suppl
p ie
l r could reduce our sales
l
and harm o
r
ur profita
f
bility
i
.y
Although we receive purchase orders fro
f
m many of our customers, these purchase orders generally provide for the suppl
u
y
of a customer’s annual requirements for
f
a particular vehicle model and assembly plant, or in some cases, for
f
the supply of a
customer’s requirements for
f
the life o
f
f a particular vehicle model, rather than for the purchase of a specific quantity of products.
In addition, customers may manufact
f
ur
t
e components internally that are currently produced by outside suppl
u
iers, such as us. If
our OEM customers successful
f ly in-source products currently manufact
f
ur
t
ed by us, the discontinuation or loss of business for
f
products which we are a significant supplier could reduc
d
e our sales and harm our profita
f
bi
a lity.
Increases in c
i
osts of the mater
t
ials and other suppl
u
ie
l s tha
t
t we use in our products m
t
ay have a negativ
t e imp
i
act on our
busine
i
ss.
Significant changes in the markets where we purchase materials, components and suppl
u
ies for
f
the production of our
products may adversely affect our profita
f
bi
a lity, particularly in the event of significant increases in demand where there is not a
corresponding increase in suppl
u
y, inflation or other pricing increases. In recent periods there have been significant flu
f ctua
t
tions
in the global prices of copper, petroleum-based resin products, semiconductors and fue
f
l charges, which have had and may
continue to have an unfav
f
orable impact on our business, results of operations or financial condition. We will continue effo
f
rts to
pass some suppl
u
y and material cost increases onto our customers, although competitive and market pressures have limited our
ability to do that, particularly with U.S. OEMs, and may prevent us fro
f
m doing so in the fut
f ur
t
e, because our customers are
generally not obligated to accept price increases that we may desire to pass along to them. Even where we are abl
a e to pass price
increases through to the customer, in some cases there is a laps
a
e of time before we are abl
a e to do so. The inabi
a lity to pass on
price increases to our customers when raw material prices increase rapi
a dly or to significantly higher than historic levels could
adversely affect our operating margins and cash flo
f w, possibly resulting in lower operating income and profita
f
bi
a lity. We expect
to be continually challenged as demand for
f
our principal raw materials and other supplies, including electronic components, is
significantly impacted by demand in key growth markets, particularly in China. We cannot provide assurance that flu
f ctua
t
tions
in commodity prices will not otherwise have a material adverse effect on our financial condition or results of operations, or
cause significant flu
f ctua
t
tions in quarterly and annual results of operations.
Our hedgi
d ng
i
activiti
i es to address commodity
i
price flu
f
ctuations may not be successful
f
in offs
f ettin
t
g fut
f
ure inc
i
reases in
those costs or may r
a
educe or elimin
i
ate t
t
he
t
benefi
e ts
i
of any d
n
ec
d
reases in those costs.
In order to mitigate short-term volatility in operating results due to the aforementioned commodity price flu
f ctua
t
tions, we
hedge a portion of near-term exposure to certain raw materials used in production. The results of our hedging practice could be
positive, neutral or negative in any period depending on price changes in the hedged exposures. Our hedging activities are not
designed to mitigate long-term commodity price flu
f ctua
t
tions and, therefor
f
e, will not protect from long-term commodity price
increases. Our future hedging positions may not correlate to actua
t
l raw material costs, which could cause acceleration in the
recognition of unrealized gains and losses on hedging positions in operating results.
We may e
a
ncounter
t
manufa
u
cturing challenges.
The volume and timing of sales to our customers may vary due to: variation in demand for
f
our customers’ products; our
customers’ attempts to manage their inventory; design changes; changes in our customers’ manufact
f
ur
t
ing strategy; our
customers’ production schedules; acquisitions of or consolidations among customers; and disrupt
u ions in the supply of raw
materials or other suppl
u
ies used in our customers’ products. Due in part to these fact
f
ors, many of our customers do not commit
to long-term production schedul
d es. Our inability to forecast the level of customer orders with certainty makes it diffi
f cult to
schedule production and maximize utilization of manufact
f
ur
t
ing capacity.
We rely on third-party suppliers for components used in our products, and we rely on third-party manufact
f
ur
t
ers to
manufact
f
ur
t
e certain of our assemblies and finished products. Our results of operations, fin
f ancial condition and cash flo
f ws could
be adversely affect
f
ed if our third-party suppliers lack suffic
f ient quality control or if there are significant changes in their
financial or business condition. If our third-party manufact
f
ur
t
ers fai
f l to deliver products, parts and components of suffi
f cient
21

quality on time and at reasonabl
a e prices, we could have difficulties ful
f filling our orders, sales and profits could decline, and our
commercial reputation could be damaged.
From time to time, we have underutilized our manufact
f
ur
t
ing lines. 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 downtur
t
ns. If we are unabl
a e to improve utilization levels for
f
these manufact
f
ur
t
ing lines and
correctly manage capacity, the increased expense levels will have an adverse effect on our business, financial condition and
results of operations. In addition, some of our manufact
f
ur
t
ing lines are located in China or other countries that are subject to a
number of additional risks and uncertainties, including increasing labor
a
costs, which may result from market demand or other
factors, and political, social and economic instability.
Changes in f
i
ac
f
tors that impact the
t
determinatio
t n of o
o
ur non-U.S. pension lia
l bilitie
i
s may adverse
r
ly affe
f ct us.
Certain of our non-U.S. subs
u
idiaries sponsor defined benefit
f
pension plans, which generally provide benefits based on
negotiated amounts for
f
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. The fundi
f
ng requirements of these benefit plans, and the
related expense refle
f cted in our financial statements, are affected by several fact
f
ors that are subj
u ect to an inherent degree of
uncertainty and volatility, including governmental regulation. In addition to the defined benefit
f
pension plans, we have
retirement obligations driven by requirements in many of the countries in which we operate. These legally required plans
require payments at the time benefits are due
d
. Obligations, net of plan assets, related to these non-U.S. defined benefit
f
pension
plans and statut
t orily 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 liabi
a lities and $29 million is included in long-term assets in
our consolidated balance sheets. Key assumptions used to value these benefit obligations and the cost of providing such
benefits, fundi
f
ng requirements and expense recognition include the discount rate and the expected long-term rate of return on
pension assets. If the actual trends in these fact
f
ors are less favorable than our assumptions, this could have an adverse effect on
our results of operations and fin
f ancial condition.
We may s
a
uffe
f r fut
f
ure asset imp
i
airm
i
ent and othe
t
r restructuring
i
charge
r
s, includin
d
g write
i
downs of long-l
g iv
l ed assets,s
goodwill, or intangible assets.
We have taken, are taking, and may take future restructur
t
ing actions to realign and resize our production capacity and cost
structur
t
e to meet current and proje
o cted operational and market requirements. Charges related to these actions or any fur
f
ther
restructur
t
ing actions may have a material adverse effec
f
t on our results of operations and fin
f ancial condition. We cannot ensure
that any current or future restructur
t
ing actions will be completed as planned or achieve the desired results.
Additionally, fro
f
m time to time, we have recorded asset impairment losses relating to specific plants and operations.
Generally, we record asset impairment losses when we determine that our estimates of the future undiscounted cash flows from
f
an operation will not be sufficient to recover the carrying value of that facility’s building, fixed assets and production tooling.
For goodwill, we perform a qualitative assessment of whether it is more likely than not that a reporting unit’s value is less than
its carrying amount. If the qualitative assessment is not met, the Company then performs a quantitative assessment by
comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. If the fai
f r value of the
reporting unit is less than its carrying amount, the Company recognizes an impairment loss in an amount equal to the excess,
not to exceed the amount of goodwill allocated to the reporting unit. For example, the Company assessed changes in
circumstances that occurred dur
d
ing the third quarter of 2025 related to increased discount rates and a reduc
d
tion in for
f
ecasted
cash flo
f ws, which led the Company to conclude that, when considering the events and fact
f
ors in totality, it was more likely than
not that the estimated fai
f r value of its Wind River reporting unit within the Advanced Safety and User Experience segment
would be below its carrying value at September 30, 2025. The assessment indicated that the carrying value of this reporting unit
exceeded its estimated fai
f r value, and as a result, during the third quarter of 2025, the Company recorded a non-cash, pre-tax
goodwill impairment charge of app
a
roximately $648 million related to the Wind River reporting unit. It is possible that we could
incur additional charges in the fut
f ur
t
e 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
f
a
detailed discussion of our annual goodwill and intangible assets impairment assessment.
Empl
m oy
l
ee stri
t ke
i
s and labor-r
r elat
l ed
t
disru
i
pt
u io
t ns involving us or one or more of our customers or suppl
u
ie
l rs may
a
adverse
r
ly affe
f ct our ope
o
rations.
Our business is labor-intensive and we have a number of unions, works councils and other represented employees. A
strike or other for
f
m of significant work disrupt
u ion by our employees would likely have an adverse effect on our ability to
operate our business. A labor dispute involving us or one or more of our customers or suppliers or that could otherwise affe
f ct
our operations could reduc
d
e our sales and harm our profit
f ability. A labor
a
dispute involving another supplier to our customers
that results in a slowdown or a closure of our customers’ assembly plants where our products are included in the assembled
parts or vehicles could also adversely affect our business and harm our profita
f
bi
a lity. In addition, certain UAW-represented
employees at GM, Ford and Stellantis initiated labor strikes in September 2023, lasting more than six weeks in dur
d
ation. As
22

GM, Ford and Stellantis are among our largest customers, these labor
a
strikes adversely impacted our financial condition,
operating results and cash flo
f ws for the year ended December 31, 2023. In addition, our inability or the inabi
a lity of any of our
customers, our suppl
u
iers or our customers’ suppl
u
iers to negotiate an extension of a collective bargaining agreement upon
u
its
expiration could reduc
d
e our sales and harm our profita
f
bi
a lity. Significant increases in labor
a
costs as a result of the renegotiation
of collective bargaining agreements could also adversely affect our business and harm our profita
f
bi
a lity.
Public
l
health
l
crises and other global
l
health
l
pandemics, epidem
d
ics and dise
i
ase outbr
t
eaks and the
t
measures taken in
i
response thereto c
t
ould adverse
r
ly impact our busine
i
ss, fina
i
ncial conditio
i
n, results of operations and cash flo
f ws.
A significant public health crisis, such as the COVID-19 pandemic, could adversely impact our business as well as those
of our suppl
u
iers and customers. Any future significant public health crisis could adversely impact the global economy, our
industry a
r
nd the overall demand for our products. In addition, preventative or reactionary measures taken by governmental
authorities may disrupt
r
the abi
a lity of our employees, suppliers and other business partners to perform their respective fun
f
ctions
and obligations relative to the conduct of our business. Our abi
a lity to predict and respond to future changes resulting from
f
potential health crises is uncertain as are the ultimate potential impacts on our business. In 2023, 2024 and 2025, our
manufact
f
ur
t
ing fac
f
ilities were not impacted by prolonged shutdowns directly resulting fro
f
m any public health crises.
We are expos
e
ed to foreign c
g
urrency f
c
lu
f
ctuations as a result of our substan
t
tial global
l
operations, w
s
hich may a
a
ffe
a
ct our
fina
i
ncial results
l .
We have currency exposures related to buying, selling and fin
f ancing in currencies other than the local currencies of the
countries in which we operate. Approximately 64% of our net revenue for the year ended December 31, 2025 came from
f
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. Accordingly, significant changes in currency
exchange rates, particularly the Euro, Chinese Yuan (Renminbi) and Mexican Peso, could cause fluctuations in the reported
results of our businesses’ operations that could negatively affect our results of operations. Price increases caused by currency
exchange rate fluctuations may make our products less competitive or have an adverse effect on our margins. Currency
exchange rate fluctuations may also disrupt
u
the business of our suppl
u
iers by making their purchases of raw materials more
expensive and more difficult to finance.
Historically, we have reduc
d
ed our currency exposure by aligning our costs in the same currency as our revenues or, if that
is impracticable, through financial instrum
r
ents that provide offs
f ets or limits to our exposures, which are opposite to the
underlying transactions. However, any measures that we may implement to reduce the effe
f ct of volatile currencies and other
risks of our global operations may not be effe
f ctive.
We face risk
i
s a
k
ssociated
t
with
i
doing
i
busine
i
ss in various natio
t nal and local jurisdictio
t ns.
The majority of our manufac
f
turing and distribution faci
f
lities are in Mexico, China and other countries in Asia Pacific,
Eastern and Western Europe, South America and Northern Afri
f ca. We also purchase raw materials and other supplies fro
f
m
many different countries around the world. For the year ended December 31, 2025, approximately 64% of our net revenue came
from sales outside the U.S. International operations are subject to certain risks inherent in doing business globally, including:
•
exposure to local economic, political and labor conditions;
•
unexpected changes in laws, regulations, economic and trade sanctions, trade or monetary or fiscal policy, including
interest rates
•
for
f
eign currency exchange rates and changes in the rate of inflation in the U.S. and other countries;
•
tariffs
f , quotas, customs and other import or export restrictions and other trade barriers;
•
expropriation and nationalization;
•
diffi
f culty of enfor
f
cing agreements, collecting receivables and protecting assets through certain non-U.S. legal
systems;
•
reduc
d
ed technology, data or intellectua
t
l property protections;
•
limitations on repatriation of earnings;
•
withholding and other taxes on remittances and other payments by subs
u
idiaries;
•
investment restrictions or requirements;
•
violence and civil unrest in local countries, including the confli
f ct between Ukraine and Russia and the confli
f cts in
the Middle East; and
•
compliance with the requirements of an increasing body of applicable anti-bribery l
r
aws, including the U.S. Foreign
Corrupt
u
Practices Act, the U.K. Bribery Act and similar laws of various other countries.
Additionally, our global operations may also be adversely affected by political events, terrorist events and hostilities,
complications due to natural, nuclear or other disasters or the spread of an infect
f
ious disease, virus or other widespread illness.
23

For instance, the government of Mexico implemented country-wide statutory minimum wage increases of approximately 13%
(5% in Northern Border Zone), 12% and 20%, effective January 1, 2026, 2025 and 2024, respectively. The government of
Mexico has indicated it may implement other labor reforms, such as an initiative to shorten the work week from 48 to 40 hours,
as early as January 1, 2027, through a gradual reduction of two hours per year. Labor costs have increased significantly in
Mexico as a result of this and other labor reform initiatives, necessitating a strategic review of more cost-competitive
jurisdictions and a greater acceleration in manufact
f
ur
t
ing automation. While management has implemented measures to mitigate
the impact of these labor reforms on our cost structur
t
e, we cannot predict the ultimate future impact on our business.
Existing fre
f e trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial
duties and tariffs for qualifyi
f ng imports and exports, subject to compliance with the appl
a
icable classification and other
requirements. Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs
f ,
taxes or non-tariff barriers on imports from countries where we manufact
f
ur
t
e products, such as China and Mexico, could have a
material adverse effect on our business and fin
f ancial results. For example, beginning on April 2, 2025, the U.S. government
announced tariffs of at least 10% across imported goods from all countries, with rates even higher for
f
goods from countries
with a high trade deficit with the U.S. Subsequent to this announcement, a number of other countries announced tariffs on U.S.
goods and have negotiated or continue to negotiate trade agreements with the U.S.
While the impacts to the Company resulting fro
f
m these incremental tariffs
f
were not significant dur
d
ing 2025, the fut
f ur
t
e
impact of any announced tariffs is subj
u ect to a number of fact
f
ors, including the effective date and duration of such tariffs
f ,
changes in the amount, scope and natur
t
e of the tariffs i
f
n the future, any retaliatory responses to such actions that the target
countries may take and any mitigating actions that may become availabl
a e, and may be material to the Company. In addition, we
are continuing to work with our customers and suppl
u
iers to mitigate the impact of these incremental tariffs on our results of
operations. Despite recent trade negotiations and the potential for
f
trade agreements between the U.S. and the Mexican,
Canadian and Chinese governments, given the uncertainty regarding the scope and dur
d
ation of any new tariffs
f
and any
associated retaliatory measures, as well as the potential for
f
additional tariffs
f
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 o
f
r
other trade actions will be successful
f . Management continues to monitor the volatile geopolitical environment to identify,
f
quantify a
f
nd assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business
and fin
f ancial results.
The outbr
t
eak of armed confli
f cts in the Middle East beginning in October 2023 has also created numerous uncertainties,
including the risk that the confli
f cts spread throughout the broader region, and their impact on the global economy and suppl
u
y
chains.
Furthermore, the confli
f ct between Ukraine and Rus
R
sia, which began in Februa
r
ry 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
conflic
f
t, the European Union (“the E.U.”), the U.S. and other governments implemented broad economic sanctions against
Russia. These countries may impose fur
f
ther sanctions and take other actions as the situation continues. While the sanctions
announced to date have not had a material adverse impact on us, any fur
f
ther sanctions imposed or actions taken by these
countries, and any retaliatory measures by Russia in response, including restrictions on energy suppl
u
ies fro
f
m Rus
R
sia to
countries in the region and asset expropriations, could increase our costs, reduce our sales and earnings or otherwise have an
adverse effect on our operations.
Ukraine and Russia are significant global producers of raw materials used in our suppl
u
y chain, including copper,
aluminum, palladium and neon gases. Disrupt
u ions in the supply and volatility in the price of these materials and other inputs
produced by Ukraine or Rus
R
sia, including increased logistics costs and longer transit times, could adversely impact our business
and results of operations. The conflic
f
t has also increased the possibility of cyberattacks occurring, which could either directly or
indirectly impact our operations. Furthermore, the confli
f ct has caused our customers to analyze their and their suppliers’
continued presence in the region and fut
f ur
t
e customer production plans in the region remain uncertain.
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 manufact
f
ur
t
ing fac
f
ilities in Ukraine, and we did not generate any sales in Russia. However, the impacts of the conflic
f
t have
adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a
region which accounted for appr
a
oximately 32% of our net sales for the year ended December 31, 2025. As a result of the
conflic
f
t, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment
charges of $11 million dur
d
ing the year ended December 31, 2023. These charges were recorded within cost of sales in the
consolidated statements of operations.
24

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. Any of the impacts mentioned above
a
, among others, could adversely affect our business, business
opportunities, results of operations, fin
f ancial condition and cash flo
f ws.
Increasing our manufac
f
turing footpr
t
int in Asian markets, including China, and our business relationships with Asian
automotive manufac
f
turers are important elements of our long-term strategy. In addition, our strategy includes increasing
revenue and expanding our manufact
f
ur
t
ing foo
f
tprint in lower-cost regions. As a result, our exposure to the risks described above
may be greater in the fut
f ur
t
e. The likelihood of such occurrences and their potential impact on us vary from country to country
and are unpredictabl
a e.
If we fail to manage
a
our growth e
t
ff
e ect
f
iv
t ely o
l
r to i
t
nt
i
eg
t
rate successful
f
ly
l
any n
n
ew or future busine
i
ss ventures,
acquisitions or stra
t
tegi
e c alliance int
i
o o
t
ur busine
i
ss, our business could be materially
l
adverse
r
ly harmed. I
d
n a
I
dditio
i
n, the
failure to realiz
l e the
t
expe
x
cted
t
benefi
e ts
i
of any p
n
ast or fut
f
ure acquisi
i tio
i
n could adverse
r
ly affe
f ct our business.
We have completed a number of acquisitions in recent years, including the acquisitions of Wind River and Intercabl
a e
Automotive Solutions S.r.l. in 2022. We expect to continue to pursue business ventures, acquisitions, and strategic alliances that
leverage our technology capabilities and enhance our customer base, geographic penetration and scale to complement our
current businesses and we regularly evaluate potential opportunities, some of which could be material. While we believe that
such transactions are an integral part of our long-term strategy, there are risks and uncertainties related to these activities.
Assessing a potential growth opportunity involves extensive due diligence. However, the amount of information we can obtain
about a potential growth opportunity may be limited, and we can give no assurance that new business ventures, acquisitions,
and strategic alliances will positively affect our financial performance or will perform as planned.
Furthermore, we may not be successful
f
in fully or partially integrating companies that we acquire, including their
personnel, financial systems, distribution, operations and general operating procedur
d
es. We may also encounter challenges in
achieving appropriate internal control over fin
f ancial reporting in connection with the integration of an acquired company. If we
fail to assimilate or integrate acquired companies successful
f ly, our business, reputation and operating results could be
materially impacted. Likewise, our failure to integrate and manage acquired companies profita
f
bl
a y may lead to future
impairment of any associated goodwill and intangible asset balances. 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.
We face risk
i
s r
k
elat
l ed
t
to cyberse
r
curity
i
for both o
t
ur infr
n astructure and products a
t
nd any c
n
yb
c
erse
r
curity
i
breach or failure
of one or more key info
n
rmatio
t n tech
t
nology
o
system
t
s, or those of t
o
hi
t
rd
i
-p
d
arties with which we do b
d
usiness could have a
material adverse
r
impac
m
t on our busine
i
ss or repu
e
tation.
Our abi
a lity to keep our business operating effectively depends on the func
f
tional and effi
f cient operation of infor
f
mation
technology capabilities, both internally and externally. Our capa
a
bi
a lities, as well as those of our customers, suppl
u
iers, partners
and service providers, are cruc
r
ial to our operations and may contain confid
f ential personal infor
f
mation, business-related
information or intellectua
t
l property. These capabilities are also susceptible to interrupt
u ions (including those caused by systems
failures, cyberattacks and other natur
t
al 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
artific
f ial intelligence technology to launch more automated, targeted and coordinated attacks which further heightens these
risks. Although we have and continue to employ capabilities, processes and other security and privacy measures designed to
prevent, detect and mitigate the risk of such events, including but not limited to geographically diverse and resilient
infrastructur
t
e, third-party risk management and the implementation of proactive security and privacy measures, a significant or
large-scale interrupt
u ion of our information technology capa
a
bi
a lities could result in a confid
f entiality, integrity or availabi
a lity data
breach, and adversely affect our ability to manage and keep operations running effi
f ciently and effectively, and could result in
significant costs, regulatory i
r
nvestigations, fin
f es or litigation. Incidents that result in a wider or sustained disrupt
r
ion to our
business or products, or result in a personal data breach, could have a material adverse effect on our business, reputation,
financial condition and results of operations. In addition, some of our employees work from home on a full-time or part-time
basis, which may increase our vulnerabi
a lity to cyber and other infor
f
mation technology risks.
Some of our products, including but not limited to safet
f y-critical products, contain complex digital technologies designed
to suppor
u
t today’s increasingly connected vehicles. Although we continue to employ capabilities, processes and other security
and privacy measures designed to reduc
d
e 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. Failure of such products
to effe
f ctively protect against attacks targeted at our products can negatively affect our brand and harm our business, prospects,
customers, financial condition and operating results.
Further, engineering and maintaining security for our systems and products may require significant costs. However,
failing to properly respond to and invest in information technology and cybersecurity advancements may limit our ability to
25

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,
r
industry o
r
r other compliance requirements.
To date, we have not experienced a system fai
f lure, cyberattack or security breach that has resulted in a material
interrupt
u ion in our operations or material adverse effect on our financial condition. Our Board of Directors regularly reviews
relevant information technology and cybersecurity matters and receives periodic upda
u
tes fro
f
m infor
f
mation technology and
cybersecurity subj
u ect matter experts as part of its risk assessment procedur
d
es, including analysis of existing and emerging risks,
as well as plans and strategies to address those risks. While we continuously seek to expand and improve our information
technology systems and maintain adequate disclosure controls and procedur
d
es, there can be no assurance that we can adequately
anticipate all trends of the market, technology landscapes and threat landscapes, and there can be no assurance that such
measures will prevent interrupt
u ions or security breaches that could adversely affect our business.
Refer to Item 1C. Cybersecurity of this Annual Report on Form 10-K for
f
further infor
f
mation on the Company’s risk
management, strategy and governance over cybersecurity matters.
Risks Related to Legal, Regulatory, Tax and Accounting Matters
We may i
a
nc
i
ur material losses and costs a
t
s a result of warranty clai
l ms
i
, p
s
roduct recalls, p
s
roduct liability
i
and int
i
el
t le
l ctual
property i
t
nf
i
ri
f ng
i
ement actio
t ns that may b
a
e brought
g
agains
i
t us.
We face an inherent business risk of exposure to warranty claims and product liabi
a lity in the event that our products fail
to perform as expected and, in the case of product liabi
a lity, such failure of our products results in bodily inju
n ry and/or property
damage. The fabr
a
ication of the products we manufact
f
ur
t
e is a complex and precise process. Our customers specify quality,
performance and reliabi
a lity standards. If flaws in either the design or manufact
f
ur
t
e of our products were to occur, we could
experience a rate of fai
f lure in our products that could result in significant delays in shipment and product re-work or
replacement costs. Although we engage in extensive product quality programs and processes, these may not be sufficient to
avoid product fai
f lures, which could cause us to:
•
lose net revenue;
•
incur increased costs such as warranty expense and costs associated with customer suppor
u
t;
•
experience delays, cancellations or rescheduling of orders for
f
our products;
•
experience increased product retur
t
ns or discounts; or
•
damage our reputation,
all of which could negatively affect
f
our financial condition and results of operations.
If any of our products are or are alleged to be defect
f
ive, we may be required to participate in a recall involving such
products. Each vehicle manufac
f
turer has its own practices regarding product recalls and other product liabi
a lity actions relating
to its suppl
u
iers. 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
f
with recalls and product
liabi
a lity claims. The number of vehicles recalled globally by OEMs has increased above historical levels. These recalls can
either be initiated by the OEMs or influenced or required by regulatory a
r
gencies. Although there are differing rules and
regulations across countries governing recalls for safet
f y issues, the overall transition towards global vehicle platforms may also
contribute to increased recalls outside of the United States, as automotive components are increasingly standardized across
regions. Given the sensitivity to safety issues in the automotive industry,
r
including increased focus fro
f
m regulators and
consumers, we anticipate the number of automotive recalls may remain above historical levels in the near future. In addition,
the National Highway Traffi
f c Safet
f y Administration and other non-U.S. regulators have the authority, under certain
circumstances, to require recalls to remedy safet
f y concerns.
A recall claim brought against us, or a product liabi
a lity claim brought against us in excess of our availabl
a e insurance, may
have a material adverse effe
f ct on our business. OEMs also require their suppliers to guarantee or warrant their products and
bear the costs of repair and replacement of such products under new vehicle warranties. Depending on the terms under which
we suppl
u
y products to a vehicle manufact
f
ur
t
er, a vehicle manufac
f
turer may attempt to hold us responsible for some or all of the
repair or replacement costs of products under new vehicle warranties when the OEM asserts that the product supplied did not
perform as warranted. Although we cannot ensure that the fut
f ur
t
e costs of warranty claims by our customers will not be material,
we believe our establ
a ished reserves are adequate to cover potential warranty settlements. Our warranty reserves are based on
our best estimates of amounts necessary to settle future and existing claims. We regularly evaluate the level of these reserves
and adjust them when appr
a
opriate. However, the final amounts determined to be due related to these matters could diffe
f r
materially from our recorded estimates.
In addition, as we adopt new technology, we face an inherent risk of exposure to the claims of others that we have
allegedly violated their intellectua
t
l property rights. We cannot ensure that we will not experience any material warranty,
26

product liabi
a lity or intellectua
t
l property claim losses in the future or that we will not incur significant costs to defend such
claims.
We may b
a
e adverse
r
ly affe
f cted
t
by laws or regu
e
lations, i
s nc
i
luding
i
enviro
i
nmental, health
l
and safet
f y a
t
nd clima
l
te change,e
regu
e
lation, liti
i gat
i
io
t n or other liabilitie
i
s.
We are subject to various U.S. federal, state and local, and non-U.S., laws and regulations, including those related to
environmental, health and safet
f y, financial and other matters.
We cannot predict the subs
u
tance or impact of pending or future legislation or regulations, or the application thereof. T
f
he
introduction of new laws or regulations or changes in existing laws or regulations, or the interpretations thereof, could increase
the costs of doing business for
f
us or our customers or suppliers or restrict our actions and adversely affect our financial
condition, operating results and cash flo
f ws. For example, certain of our customers may be affe
f cted by the curtailment in the
United States of government incentives for electric and hybrid vehicles.
We are subject to laws and regulations governing, among other things:
•
the generation, storage, handling, use, transportation, disposal, cleanup, or presence of, o
f
r exposure to hazardous
materials;
•
the emission and discharge of hazardous materials into the ground, air or water;
•
climate change;
•
the incorporation of certain chemical subs
u
tances into our products, including electronic equipment; and
•
the health and safet
f y of our employees.
We are also required to obtain permits from governmental authorities for
f
certain operations. We cannot assure you that
we have been or will be at all times in complete compliance with such laws, regulations and permits. If we violate or fail to
comply with these laws, regulations or permits, we could be fin
f ed or otherwise sanctioned by regulators. We could also be held
liabl
a e for
f
any and all consequences arising out of human exposure to hazardous subs
u
tances or other environmental damage.
Certain environmental laws impose liabi
a lity, sometimes regardless of fault, for investigating or cleaning up c
u
ontamination
on or emanating fro
f
m our currently or formerly owned, leased, operated or otherwise used property, as well as for damages to
property or natur
t
al resources and for
f
personal injury a
r
rising out of such contamination. Some of these environmental laws may
also assess liabi
a lity on persons who arrange for hazardous subs
u
tances to be sent to third-party disposal or treatment facilities
when such facilities are found to be contaminated. At this time, we are involved in various stages of investigation and cleanup
related to environmental remediation matters at a number of present and for
f
mer faci
f
lities. The ultimate cost to us of site
cleanups is difficult to predict given the uncertainties regarding the extent of the required cleanup, the potential for
f
ongoing
environmental monitoring and maintenance that could be required for
f
many years, the interpr
r
etation of appl
a
icable laws and
regulations, alternative cleanup methods, and potential agreements that could be reached with governmental and third parties.
While we have environmental reserves of appr
a
oximately $4 million at December 31, 2025 for the cleanup of presently-known
environmental contamination conditions, it cannot be guaranteed that actua
t
l costs will not significantly exceed these reserves.
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. Specifically, increased public awareness and concern regarding global climate change may continue
to result in more international, regional, federal, state and local requirements, or pressure from key stakeholders, to reduc
d
e or
mitigate climate change, which could impose significant operational restrictions, costs and compliance burdens upon our
business or our products. While we have budgeted for
f
future capital and operating expenditures to maintain compliance with
environmental laws and regulations, we cannot ensure that environmental laws and regulations will not change or become more
stringent in the fut
f ur
t
e. Therefor
f
e, we cannot ensure that our costs of complying with current and fut
f ur
t
e environmental, health
and safet
f y laws and regulations, and our liabi
a lities arising from past or future releases of, o
f
r exposure to, hazardous subs
u
tances
will not adversely affect our business, results of operations or financial condition. 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
f
energy. Furthermore, if we fail to achieve our sustainabi
a lity goals and reduc
d
e our impact on the
environment, or if there becomes a public perception that we have failed to act responsibly regarding climate change and
sustainabi
a lity, we could be exposed to negative publicity, which could adversely affect our business, results of operations, cash
flows, financial condition and reputation.
27

We may i
a
dentif
t y t
f
he
t
need for additio
i
nal environmental
t
remediatio
t n or dem
d
olitio
l
n oblig
l atio
t ns relating to f
t
ac
f
ility
i
divestiture, c
e
losure and deco
d
mmissi
i
oning activ
t itie
t s.
As we sell, close and/or demolish facilities around the world, environmental investigations and assessments will need to
be performed. We may identify p
f
reviously 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.
We are inv
i
olved
l
from time to t
t
im
t
e in l
i
eg
l
al proceeding
i
s a
g
nd commercial or contra
t
ctual dis
d pu
s
tes, which could have an
adver
d
se
r
impact on our profit
f abi
t
lity
i
and consolidat
d ed
t
fina
i
ncial position.
We are involved in legal proceedings and commercial or contractual disputes that, fro
f
m time to time, are significant.
These are typically claims that arise in the normal course of business including, without limitation, commercial or contractua
t
l
disputes, including warranty claims and other disputes with customers and suppl
u
iers; intellectua
t
l property matters; personal
inju
n ry claims; environmental, health and safet
f y issues; tax matters; and employment matters.
While we believe our reserves are adequate, the final amounts required to resolve these matters could diffe
f r materially
from our recorded estimates and our results of operations could be materially affe
f cted.
For fur
f
ther information regarding our legal matters, see Item 3. Legal Proceedings. No assurance can be given that such
proceedings and claims will not have a material adverse effec
f
t on our profita
f
bi
a lity and consolidated financial position.
Developm
l
ents or assertio
t ns by us or agains
i
t us relat
l in
t
g to i
t
nt
i
el
t le
l ctual prope
o
rty r
t
ight
g
s c
t
ould materially
l
impact our
busine
i
ss.
We own significant intellectual property, including a large number of patents and trade names, and are involved in
numerous licensing arrangements. Our intellectua
t
l property plays an important role in maintaining our competitive position in a
number of the markets we serve. Developments or assertions by or against us relating to intellectua
t
l property rights could
negatively impact our business. Significant technological developments by others also could materially and adversely affe
f ct our
business and results of operations and fin
f ancial condition.
Taxi
a ng
i
authoritie
t s could challe
l nge our hist
i or
t
ical and fut
f
ure tax
t
positions.
Our fut
f ur
t
e effect
f
ive tax rates could be affected by changes in the mix of earnings in countries with differing statut
t ory
r
rates and changes in tax laws, or their interpretation, including the Organisation for
f
Economic Co-operation and Development
(“OECD”) Pillar Two Framework, and changes related to tax holidays or tax incentives. Our taxes could increase if certain tax
holidays or incentives are not renewed upon
u
expiration, or if tax rates or regimes appl
a
icable to us in such jurisdictions are
otherwise increased. Existing income tax laws, regulations and related international agreements provide guidance and direction
on the allocations of income and appl
a
icable taxing rights among the countries in which we operate. Changes in these guidelines
are being contemplated at the local, national, regional (particularly in the European Union), and global levels (through
organizations like the G20 and the OECD). Any changes, especially if made inconsistently, could have a materially adverse
impact on our financial results.
The amount of tax we pay is subj
u ect to our interpretation of applicable tax laws in the jurisdictions in which we fil
f e. We
have taken and will continue to take tax positions based on our interpretation of such tax laws. Additionally, in determining the
adequacy of our provision for income taxes, we regularly assess the likelihood of adverse outcomes resulting fro
f
m tax
examinations. While it is ofte
f n diffi
f cult to predict the final outcome or the timing of the resolution of a tax examination, our
reserves for uncertain tax benefit
f s refle
f ct the outcome of tax positions that are more likely than not to occur. 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 diffe
f rent
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 fin
f ancial condition.
Changes in t
i
ax
t
laws, t
s ax
t
rates and adverse
r
positio
t ns taken by t
b
axi
t
ng
i
authorities could impact ope
o
rating results
l .
Our tax position could be adversely impacted by changes in the tax laws, tax treaties or tax regulations or the
interpretation or enfor
f
cement thereof by any tax authority. For example, legislative action may be taken by the U.S. Congress
which, if ultimately enacted, could override tax treaties upon
u
which we rely or could broaden the circumstances under which we
would be considered a U.S. resident, which could materially and adversely affect our effe
f ctive tax rate and cash tax position.
We cannot predict the outcome of any specific legislative proposals. If proposals were enacted that had the effe
f ct of limiting our
ability to take advantage of the tax treaties between Switzerland and other jurisdictions (including the United States), we could
be subj
u ected to increased taxation. In addition, any fut
f ur
t
e amendments to the current income tax treaties between Switzerland
and other jurisdictions (including the United States) could subject us to increased taxation.
28

Our tax
t
burden
d
could i
l
nc
i
rease as a result of ongoing
i
or future tax a
a
udits
d
.
We are subject to periodic tax audits by tax authorities. Tax authorities may not agree with our interpretation of
applicable tax laws and regulations. As a result, such tax authorities may assess additional tax, interest and penalties. We
regularly assess the likely outcomes of these audits and other tax disputes to determine the appropriateness of our tax provision
and establish reserves for
f
material, known tax exposures. However, the calculation of such tax exposures involves the
application of complex tax laws and regulations in many jurisdictions. Therefore, there can be no assurance that we will
accurately predict the outcomes of any tax audit or other tax dispute or that issues raised by tax authorities will be resolved at a
financial cost that does not exceed our related reserves. As such, the actua
t
l outcomes of these disputes and other tax audits
could have a material impact on our financial results.
Our ability
i
to use def
d er
f
red tax
t
assets may b
a
e subje
b ct to limi
i
ta
i tion.
We have deferred tax assets in certain countries, and our ability to use such assets will depend on our taxabl
a e income
generation in the relevant countries. Further, subsequent changes to appl
a
icable tax laws in these jurisdictions could impact our
ability to fully benefit fro
f
m such defer
f red tax assets. Changes in our ability to use defer
f red tax assets could have a material
impact on our financial results.
Risks Related to the Change in Tax Residency
We may b
a
e subje
b ct to various Swiss
i
taxe
a
s as a result of the reorganizatio
t n tra
t
nsaction.
In December 2024, Aptiv PLC completed a reorganization transaction, as defined in Item 1. Business of this Annual
Report on Form 10-K for
f
further infor
f
mation on the Company’s reorganization transaction, in which Old Aptiv establ
a ished a
new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purpos
r
es in
Switzerland. New Aptiv will be subj
u ect to annual capital taxes and corpor
r
ate income taxes at the fed
f
eral, cantonal and
communal levels and annual capital taxes at cantonal and communal levels. The overall (federal, cantonal, communal) effe
f ctive
corporate income tax rate may vary,
r
but amount to a maximum of appr
a
oximately 15% in 2025 for companies resident in
Schaffhausen, Switzerland, depending on the amount of taxabl
a e net profit
f
and respective cantonal/communal multiplier.
However, provided that certain requirements are met, we will be entitled to a “participation relief” that can effe
f ctively eliminate
Swiss corpor
r
ate income taxation on qualifyi
f ng dividend income from subsidiaries and capital gains on the disposal of
qualifyi
f ng participations in subs
u
idiaries.
Aptiv is subj
u ect 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 Kapi
a taleinlagen”)
or, in such case of share repurchases, such payment is made via a virtua
t
l second line of trading through a third -party bank. As
part of the Separation, it is anticipated that existing qualifyi
f ng capital contribution reserves (Re
(
serven aus Kapi
a taleinlagen) will
be transfer
f red fro
f
m Aptiv to its Electrical Distribution Systems business in connection with the Separation. Aptiv received a
Swiss tax ruling confirming the creation of a material qualifyi
f ng 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 fro
f
m the Swiss
withholding tax. However, there can be no assurance that the Swiss withholding rules will not be changed in the futur
t
e, the
amount of qualifyi
f ng capital contribution reserves (Re
(
serven aus Kapi
a taleinlagen) may be depleted over time as Aptiv uses
such reserves for distributions to shareholders or share repurchases. If Aptiv is unabl
a e to make a distribution out of qualifyi
f ng
capital contribution reserves (Re
(
serven aus Kapi
a taleinlagen), it may consider making the distribution through a third-party bank
via a second line of trading if availabl
a e and if doing so would avoid the withholding tax. If it does not have qualifyi
f ng capital
contribution reserves (Re
(
serven aus Kapi
a taleinlagen) and is not able to secure an effi
f cient second virtua
t
l line of trading, then
any dividends paid by Aptiv or share repurchases by Aptiv will generally be subj
u ect to a Swiss withholding tax at a rate of 35%
which can be reduced depending on the tax residency of the dividend recipient.
Finally, Aptiv is also subj
u ect to a Swiss issuance stamp tax levied at a rate of 1% on the fair value of share issuances and
increases of our equity, other than in connection with qualifyi
f ng restructur
t
ings like the Transaction. In addition, Aptiv is subj
u ect
to certain other Swiss indirect taxes (e.g., VAT and Swiss securities transfer stamp tax).
Refer to Item 1. Business of this Annual Report on Form 10-K for
f
further infor
f
mation on the Company’s reorganization
transaction.
29

Planned Spin-off o
f
f Electrical Distribution Systems Business
We are pursu
r
ing a plan to s
t
eparate o
t
ur Elect
l
ri
t cal Distributio
t ns System
t
s business int
i
o a
t
n ind
i
ep
d
endent, p
t
ublicly t
l
ra
t
ded
company.
n
The propos
o
ed Separ
e
atio
t n is c
i
onting
i
ent upon
u
the satis
t fa
s
ctio
t n of a
o
number of c
o
onditio
i
ns, m
s
ay not be
completed on the
t
currently c
l
ontemplated tim
t
elin
l
e, or at all,
l and may not achieve the int
i
en
t
ded benefits
f
.
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 (“Versigent”), through a transaction expected to be treated as a tax-free spin-
off t
f
o its shareholders (the “Separation”). The Separation is subject to various conditions, is complex in nature, and may be
affe
f cted 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 diversifie
f d than Aptiv, with a narrower business foc
f
us and
may be more vulnerabl
a e to changing market conditions. The planned Separation is intended to qualify a
f
s a tax-free transaction
for both Swiss and U.S. fed
f
eral income tax purpos
r
es. Completion of the Separation will be contingent upon customary c
r
losing
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 fav
f
orable than anticipated. Further, our Board of Directors could decide,
either because of a fai
f lure to satisfy closing conditions or because of market or other fact
f
ors, to abandon the proposed
Separation.
We may not be able to achieve the full strategic and financial benefits
f
that we anticipate to result fro
f
m the Separation, or
such benefits may be delayed or not occur at all. The anticipated benefits of the Separation are based on a number of
assumptions, some of which may prove incorrect. We have incurred, and expect to continue to incur, significant expenses in
connection with the Separation, a significant portion of which has already been incurred or will be incurred even if the
Separation is not completed, including costs of appr
a
oximately $178 million dur
d
ing the year ended December 31, 2025.
Executing the Separation will require significant resources, time and attention fro
f
m 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 fac
f
e
additional challenges as a result of the proposed Separation, including retaining existing or attracting new business and
operational relationships, including with customers, suppl
u
iers, employees and other counterpa
r
rties; and establishing transition
service agreements and standalone readiness for
f
key fun
f
ctions. We may experience negative reactions from fin
f ancial markets if
we do not complete the Separation in a reasonabl
a e 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.
Moreover, completion of the Separation will result in independent public companies that are smaller, less diversifie
f d
companies with more limited businesses concentrated in their respective industries than Aptiv was prior to the Separation. As a
result, each company could be more vulnerabl
a e to global economic trends, geopolitical risks, demand or suppl
u
y shocks, and
changing industry o
r
r market conditions, which could have a material adverse effect on its business, financial condition, cash
flows and results of operations. Each of the separate companies will also incur ongoing costs, including costs of operating as
independent public companies, that the separated businesses will no longer be abl
a e to share.
Any of these factors could have a material adverse effec
f
t on our business, financial condition, results of operations, cash
flows or the price of our ordinary shares.
If our dis
d tributio
t n of t
o
he
t
shares of Versige
i
nt to our shareholder
d
s f
r
ai
f ls
i
to qualif
l y a
f
s tax-
t
fr
- ee for U.S
U
. f
S
ed
f
er
d
al income tax
a
purposes, c
s
ertain of our subsidiaries and our U.S
U
. s
S
hareholder
d
s c
r
ould be subject to sign
i
ific
f ant tax
t
liabilitie
i
s.
It is a condition to the distribution of the shares of Versigent to our shareholders as part of the Separation that we receive
one or more tax opinions from our tax advisors, satisfactory t
r
o our Board of Directors in its sole discretion, regarding the
qualific
f ation of the Separation as a distribution under Section 355(a)(1) of the Internal Revenue Code of 1986, as amended (the
“Code”). We do not intend to seek a rul
r ing fro
f
m the Internal Revenue Service (the “IRS”) with respect to the U.S. fed
f
eral
income tax treatment of the Separation. The opinions of our tax advisors will assume that the Separation will be completed
according to the terms of a separation and distribution agreement that we intend to enter into with Versigent prior to the
Separation (the “Separation and Distribution Agreement”) and relies on the facts as stated in the Separation and Distribution
Agreement, the Tax Matters Agreement (as defined below) and a number of other documents.
In addition, the opinions of our tax advisors will rely on certain fact
f
s, assumptions, representations, and undertakings from
Versigent and us regarding the past and fut
f ur
t
e conduct of the companies’ respective businesses and other matters and will be
subj
u ect to certain caveats. If any of these facts, assumptions, representations, or undertakings are, or become, inaccurate or
incomplete or are not otherwise satisfied, we and our shareholders may not be able to rely on the opinions of our tax advisors,
and certain of our subs
u
idiaries and our U.S. shareholders could be subject to significant tax liabi
a lities. The opinions of our tax
advisors will represent the judgment of each tax advisor, respectively, and will not be binding on the IRS or any courts, and
there can be no assurance that the IRS will not take a contrary position or that a court will not uphold such position taken by the
30

IRS. Notwithstanding the opinions of our tax advisors, the IRS could determine on audit that the Separation and/or certain
related transactions are taxable if it determines that any of these facts, assumptions, representations, or undertakings are not
correct or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of
certain significant changes in the share ownership of Versigent or us after the Separation. If the conclusions expressed in the
opinions of our tax advisors are challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences of the
Separation (including the tax consequences to certain of our subs
u
idiaries and our U.S. Holders) could be materially less
favorable.
If the Separation and/or certain related transactions were determined not to qualify f
f
or
f
non-recognition of gain or loss
under Section 355 and related provisions of the Code, each U.S. Holder who received ordinary s
r
hares of Versigent in the
Separation would be treated as having received a distribution in an amount equal to the fair market value of such ordinary
r
shares received, which would generally result in: (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro
rata share of our current or accumulated earnings and profits; (ii) a reduction in the U.S. Holder’s basis (but not below zero) in
our ordinary shares; and (iii) taxabl
a e gain fro
f
m the exchange of our ordinary shares to the extent the amount received exceeds
the sum of the U.S. Holder’s share of our earnings and profits and the U.S. Holder’s basis in our ordinary shares.
In addition, certain of our subs
u
idiaries could be subject to U.S. federal income tax if the Separation and/or certain related
transactions were determined not to qualify f
f
or
f
non-recognition under Section 355 and related provisions of the Code. These
amounts could be material, and could adversely affect our business, financial conditions, cash flo
f ws and results of operations.
We intend to enter into a tax matters agreement with Versigent, under which Versigent will make certain representations
and covenants intended to protect the tax-free treatment of the Separation and certain related transactions (the “Tax Matters
Agreement”). If, as a result of any of those representations being untrue or those covenants being breached, the Separation and/
or certain related transactions were determined not to qualify f
f
or
f
non-recognition of gain or loss under Section 355 and related
provisions of the Code, Versigent could be required by the Tax Matters Agreement to indemnify u
f
s for
f
the resulting taxes and
related expenses. However, if Versigent fails to satisfy i
f
ts indemnific
f ation obligations to us in respect of such taxes and
expenses, our business, financial condition, cash flo
f ws and results of operations could be adversely affected.
General Risk Factors
Any c
n
hanges in consumer credit
d
availa
i bility
i
or cost of borrowing
i
could a
l
dverse
r
ly affe
f ct our business.
Declines in the availability of consumer credit and increases in consumer borrowing costs have negatively impacted
global automotive sales and resulted in lower production volumes in the past. Subs
u
tantial declines in automotive sales and
production by our customers could have a material adverse effect on our business, results of operations and fin
f ancial condition.
In addition, the recent and acute volatility among certain fin
f ancial institutions in the U.S., have raised questions regarding
the stabi
a lity of the banking sector in the U.S. and, while such volatility has not adversely affected our operations, it has had an
adverse impact on the equity and credit markets. Any reoccurrence of these conditions has the potential to adversely impact
consumer credit availabi
a lity or the cost of borrowing, which in tur
t
n could adversely impact our business.
We may l
a
os
l
e or fai
f l t
i
o a
t
ttract and retain key s
e
alar
l
ied employe
o
es and management personnel.
An important aspect of our competitiveness is our ability to attract and retain key salaried employees and management
personnel. Our abi
a lity to do so is influ
f enced by a variety of factors, including the compensation we award and the competitive
market position of our overall compensation package. We may not be as successful
f
as competitors at recrui
r ting, 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
f
on our business.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We have no unresolved SEC staff c
f
omments to report.
31

ITEM 1C. CYBERSECURITY
Aptiv has a risk-based cybersecurity program, dedicated to protecting our data, products and infor
f
mation technology
systems as well as data belonging to our customers, suppl
u
iers and employees. Our ability to keep our business operating
effe
f ctively depends on the func
f
tional and effi
f cient operation of infor
f
mation technology capabilities, both internally and
externally. Our capabilities, as well as those of our customers, suppl
u
iers, partners and service providers, are cruc
r
ial to our
operations and may contain confidential personal infor
f
mation, sensitive business-related infor
f
mation or intellectua
t
l property.
These capabilities are also susceptible to interrupt
u ions (including those caused by systems failures, cyberattacks and other
natural or man-made incidents or disasters), which may be prolonged or go undetected.
Risk Management and Strategy
Our cross-functional cybersecurity teams are responsible for addressing both enterpr
r
ise and product cybersecurity risks.
These teams, which are comprised of experts both within the organization and externally, utilize a defen
f
sive cybersecurity
strategy with multiple layers of cybersecurity controls to protect our data (and data of others in our possession), systems and
products.
Enterprise and product cybersecurity are incorpor
r
ated into the Company’s overall risk management process. On a
monthly basis, the Company’s cross-functional Enterpr
r
ise Risk Management Committee meets to discuss short-term and long-
term enterprise-wide risks and necessary action plans to mitigate those risks. The Chief Infor
f
mation Security Offi
f cer (the
“CISO”) regularly presents to the Company’s Enterpr
r
ise Risk Management Committee on key cybersecurity risks, threats and
developments, as well as the Company’s strategies to mitigate those risks.
Enterprise
i
Cybersecurity
i
The Company’s Enterprise Cybersecurity team, led by the CISO, is responsible for identifyi
f ng, assessing the severity of,f
managing and remediating cybersecurity risks to the Company’s infor
f
mation technology infrastructur
t
e. Risks are identified
through vulnerabi
a lity hunting, infrastructur
t
e penetration testing, threat intelligence activities and other processes defin
f ed by the
infrastructur
t
e Governance, Risk and Compliance (“GRC”) assessment program utilized by the Company. Furthermore, this
team seeks to reduc
d
e cybersecurity risks through a number of activities, including annual cybersecurity training for the majo
a rity
of the Company’s employees, phishing tests, compliance assessments, vulnerabi
a lity and noncompliance remediation and the
implementation and maintenance of new cybersecurity technology.
Third-party service providers are also utilized by the Enterpr
r
ise Cybersecurity team to play a supporting role in incident
response, threat intelligence, firewall management, vulnerabi
a lity management and endpoint management and detection.
Aptiv is also exposed to cybersecurity risks at third-parties, such as suppliers, customers, service providers and
consultants. Third-party risk to the Company is identifie
f d through an internal third-party risk management process, which
involves analyzing third parties for cybersecurity risk at onboarding and throughout the dur
d
ation of their relationship with the
Company. For third-parties with a high cyber risk, we also utilize external firms to monitor such third-parties for threats and to
provide remediation support as needed.
Product Cybersecurity
i
The Company’s Product Cybersecurity team, led by the Product Cybersecurity Offi
f cer (“PCSO”), is responsible for
assessing and managing the Company’s cybersecurity risk as it relates to Aptiv’s product portfol
f io. Risks are identifie
f d through
threat intelligence, security testing, including penetration testing, audits and other processes defin
f ed by the Company’s product
cybersecurity GRC program. The processes by which the Product Cybersecurity team manages automotive product security
risks have been audited, assessed and certifie
f d as compliant with various applicable international regulatory s
r
tandards by
independent third-party auditors.
Governance
Enterprise
i
Cybersecurity
i
The Company’s Enterpr
r
ise Cybersecurity Security Operation’s Center (“SOC”), which is supe
u
rvised by the CISO, is
responsible for identifyi
f ng, assessing and managing the Company’s risks from cybersecurity threats, as well as for responding
to cybersecurity incidents. The SOC management team carries a diverse array of app
a
licable cybersecurity and inform
f
ation
technology credentials and generally has over twenty years of experience in cybersecurity. When an infra
f structur
t
e cybersecurity
incident occurs, the SOC initiates communications to the appr
a
opriate 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

Depending on the severity and the natur
t
e of the incident, an investigation and impact mitigation protocols may be
triggered. External experts or agencies may also be engaged in accordance with the Company’s policies and procedur
d
es. Upon
conclusion of the active investigation of an incident, the SOC is required to identify t
f
he cause of the incident, formally report to
Company leadership, and initiate changes to protect against a recurrence of the incident, among other procedur
d
es.
Tabl
a e top exercises are also held annually and are designed to practice and validate existing incident response plans, as
well as to identify t
f
he plans’ respective strengths and weaknesses. These exercises test the response capabilities of both
technical and executive level resources, including key vice presidents, senior company leaders and cross-functional capabilities,
such as with the Product Cybersecurity team as well as with the Legal, Privacy and Sales teams.
Product Cybersecurity
i
The Product Security Incident Response Team (the “PSIRT”), which is supe
u
rvised by the PCSO, is responsible for
responding to product related cybersecurity incidents, which at times involve collabor
a
ating with the Enterpr
r
ise Cybersecurity
SOC. The PSIRT team regularly analyzes vulnerabi
a lities reported by threat intelligence and public vulnerabi
a lity reporting
databa
a
ses and determines whether any of those vulnerabi
a lities are present in the Company’s products. Vulnerabi
a lities identified
are reviewed by the PCSO on a weekly basis with involvement from the Company’s legal staff a
f
s necessary. For all
vulnerabi
a lities identified, the PSIRT reviews whether adequate mitigations are already in place. In situations where adequate
mitigations are not present, the PSIRT works with the customer to address the concern which may involve adding additional
mitigations to the product.
Board of D
o
irectors Oversi
r gh
i
t
The Company’s Board of Directors (the “Board”) takes an active role in risk oversight related to cybersecurity matters,
primarily through the Audit Committee (the “AC”), which covers enterprise cybersecurity risk, and the Innovation and
Technology Committee (the “ITC”), which covers product cybersecurity risk. The Board, individually and through the AC and
ITC, regularly reviews relevant infor
f
mation technology and cybersecurity matters and receives periodic upda
u
tes fro
f
m
information technology and cybersecurity subj
u ect matter experts as part of its risk assessment procedur
d
es, including analysis of
existing and emerging risks, as well as plans and strategies to address those risks. 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 briefin
f gs based on specific requests or current events. On a regular basis, the Board also reviews the
Company’s enterpr
r
ise risk management program, within which the Company’s cybersecurity processes have been integrated, as
described above
a
.
The Board and AC regularly review the identific
f ation and management of enterprise cybersecurity risks and review
regular reports from management on system vulnerabi
a lities and security measures in effe
f ct to deter or mitigate breaches or
hacking activities. The AC also reviews our guidelines and policies with respect to risk assessment and management of our
majo
a r fin
f ancial and infor
f
mation technology risk exposures, including enterprise cybersecurity, along with the monitoring and
mitigation of identifie
f d exposures.
The Board and ITC regularly review the identific
f ation and management of product cybersecurity risks and review regular
reports from management on risks and mitigation strategies in effec
f
t to reduc
d
e product cybersecurity risk. The ITC also reviews
our guidelines and policies with respect to risk assessment and management of product security risks, including both our
approach toward a secure systems development lifecy
f
cle and product security incident response.
In 2025, we did not identify a
f
ny cybersecurity threats that have materially affe
f cted or are reasonabl
a y likely to materially
affe
f ct our business strategy, results of operations, or fin
f ancial condition. However, despite our effo
f
rts, we cannot eliminate all
risks fro
f
m cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For
more information about
a
these risks, please refer
f
to Item 1A. Risk Factors of this Annual Report on Form 10-K — “We face
risks related to cybersecurity for
f
both our infrastructur
t
e 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

ITEM 2. PROPERTIES
As of December 31, 2025, we owned or leased 139 majo
a r manufact
f
ur
t
ing sites and 11 majo
a r technical centers. A
manufact
f
ur
t
ing site may include multiple plants and may be wholly or partially owned or leased. We also have many smaller
manufact
f
ur
t
ing sites, sales offices, warehouses, engineering centers, joint ventur
t
es and other investments strategically located
throughout the world. We have a presence in 50 countries. The following tabl
a e shows the regional distribution of our majo
a r
manufact
f
ur
t
ing sites by the operating segment that uses such facilities:
North America
Europe,
Middle East
& Africa
Asia Pacific
f
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 manufac
f
turing sites, we had 11 major technical centers: four
f
in North America; two in Europe,
Middle East and Afri
f ca; and five in Asia Pacific.
Of our 139 majo
a r manufac
f
turing sites and 11 majo
a r technical centers, which include facilities owned or leased by our
consolidated subs
u
idiaries, 66 are primarily owned and 84 are primarily leased.
We frequently review our real estate portfol
f io and develop footpr
t
int strategies to support our customers’ global plans,
while at the same time suppor
u
ting our technical needs and controlling operating expenses. We believe our evolving portfol
f io
will meet current and anticipated future needs.
ITEM 3. LEGAL PROCEEDINGS
We are fro
f
m time to time subj
u ect to various actions, claims, suits, government investigations, and other proceedings
incidental to our business, including those arising out of alleged defect
f
s, alleged breaches of contracts, alleged competition and
antitrus
r
t matters, product warranties, alleged intellectua
t
l property matters, alleged personal injury c
r
laims and employment-
related and environmental matters. It is our opinion that the outcome of such matters will not have a material adverse impact on
our consolidated financial position, results of operations, or cash flo
f ws. With respect to warranty matters, although we cannot
ensure that the fut
f ur
t
e costs of warranty claims by customers will not be material, we believe our establ
a ished reserves are
adequate to cover potential warranty settlements. However, the fin
f al amounts required to resolve these matters could diffe
f r
materially from our recorded estimates.
ITEM 4. MINE SAFETY DISCLOSURES
Not appl
a
icable.
34

PART II
ITEM 5. MARKET FOR REGISTRANT
R
’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s ordinary s
r
hares 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.
The fol
f lowing graph refle
f cts the comparative changes in the value fro
f
m 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 fut
f ur
t
e shareholder retur
t
ns.
Stock Perfor
f
mance Graph
CO
COMPARISO
SON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Ap itiv PLC (1)
S&P 500 (2)
Automo itive Peer Group (3)
/
12/
/
31/2020
1 /2/31/2021
12/3 /1/2022
12/3 /1/2023
12/3 /1/2024
12/3 /1/2025
$0
$50
$100
$150
$200
$250
*
$100 invested on December 31, 2020 in our stock or in the relevant index, including reinvestment of dividends. Fiscal year ended December 31, 2025.
(1)
Aptiv PLC
(2)
S&P 500 – Standard & Poor’s 500 Total Retur
t
n Index
(3)
Automotive Peer Group – Adient plc, American Axle & Manufact
f
ur
t
ing Holdings, Inc., Aptiv PLC, Atmus Filtration Technologies Inc., BorgWarner
Inc., Cooper-Standard Holdings Inc., Dana Incorpor
r
ated, Dorman Products, Inc., Driven Brands Holdings Inc., Faraday Future Intelligent Electric Inc.,
Ford Motor Company, Fox Factory H
r
olding Corp., Garrett Motion Inc., General Motors Company, Gentex Corporation, Gentherm Incorporated,
Genuine Parts Company, The Goodyear Tire & Rubbe
R
r Company, Holley Inc., Lear Corporation, LKQ Corpor
r
ation, Lucid Group, Inc., Monro, Inc.,
Motorcar Parts of America, Inc., PHINIA Inc., QuantumScape Corpor
r
ation, Rivian Automotive, Inc., Standard Motor Products, Inc., Strattec Security
Corporation, Tesla, Inc., Valvoline Inc., Visteon Corpor
r
ation and XPEL, Inc.
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
Company Index
December 31,
2020
December 31,
2021
December 31,
2022
December 31,
2023
December 31,
2024
December 31,
2025
35

Equity Compensation Plan Information
The table below contains infor
f
mation about
a
securities authorized for issuance under equity compensation plans. The
featur
t
es of these plans are discussed further in Note 21. Share-Based Compensation to our audited consolidated financial
statements.
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
f
Future Issuance Under
Equity Compensation Plans
(excluding securities
refle
f cted in column (a)) (c)
Equity compensation plans appr
a
oved 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 effe
f ctive 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.
(2)
The restricted stock units have no exercise price.
(3)
Remaining shares availabl
a e under the 2024 LTIP.
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.
(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 r
r
equirements.
ITEM 6. [RESERVED]
Not appl
a
icable.
36

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERAT
R
IONS
The fol
f lowing management’s discussion and analysis of fin
f ancial condition and results of operations (“MD&A”) is
intended to help you understand the business operations and fin
f ancial condition of the Company for
f
the year ended December
31, 2025. This discussion should be read in conjunction with Item 8. Financial Statements and Suppl
u
ementary Data. Our
MD&A is presented in seven sections:
•
Executive Overview
•
Consolidated Results of Operations
•
Results of Operations by Segment
•
Liquidity and Capital Resources
•
Off-Balance Sheet Arrangements
•
Significant Accounting Policies and Critical Accounting Estimates
•
Recently Issued Accounting Pronouncements
Executive Overview
Our Business
Aptiv is a global industrial technology company foc
f
used on enabling a more automated, electrified and digitalized future.
We deliver flexible and scalabl
a e solutions that suppor
u
t our customers’ transition to an increasingly softw
f
are-defined fut
f ur
t
e. Our
technologies reach from sensor to cloud, including the hardware and software necessary to suppor
u
t automotive and other
industries on a global basis. Our Advanced Safety and User Experience segment provides advanced software and services,
intelligent sensors and high-performance compute platfor
f
ms; our Engineered Components Group segment provides connection
systems, high-performance interconnects, and cable management and protection solutions; and our Electrical Distribution
Systems segment provides low voltage and high voltage power, signal and data distribution.
We are one of the largest vehicle technology suppl
u
iers and our customers include the 25 largest automotive original
equipment manufact
f
ur
t
ers (“OEMs”) in the world, as well as many of the leading aerospace and defen
f
se companies and global
telecom operators.
In December 2024, Old Aptiv (as defin
f ed below) completed its previously announced reorganization transaction (the
“Transaction,” or the “reorganization transaction”), in which Old Aptiv establ
a ished a new publicly-listed Jersey parent
company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purpos
r
es in Switzerland. As a result of the
Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for
f
newly issued
ordinary shares of New Aptiv. Following consummation of the Transaction, holders of Old Aptiv shares became ordinary
r
shareholders of New Aptiv, Old Aptiv became a wholly-owned subs
u
idiary of New Aptiv and New Aptiv was renamed “Aptiv
PLC.” The previous publicly-listed Jersey parent company, which was an Irish tax resident, is referred to as “Old Aptiv”
throughout this Annual Report on Form 10-K. New Aptiv’s ordinary shares are publicly traded on the New York Stock
Exchange (“NYSE”) under the symbol “APTV,” the same symbol under which the Old Aptiv shares were previously listed.
Aptiv PLC remains a public limited company incorporated under the laws of Jersey, and continues to be subject to U.S.
Securities and Exchange Commission reporting requirements.
In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings
Limited (“Aptiv Swiss Holdings”), a newly formed Jersey incorporated private limited company, and a direct, wholly-owned
subs
u
idiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old
Aptiv ceasing to exist. Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in
Aptiv Swiss Holdings, and all debts, liabi
a lities and duties of Old Aptiv became debts, liabi
a lities and duties of Aptiv Swiss
Holdings. As a result of the Transaction described above, there were no material changes in Aptiv PLC’s operations or
governance.
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 indentur
t
e to each
indentur
t
e 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 suppl
u
ement 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 suppl
u
emental indentur
t
e to each indentur
t
e 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. 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
37

junior notes, and New Aptiv became a guarantor under the Credit Agreement (and will act as the “parent entity” thereunder)
and the indentur
t
es.
Plan
l
ned Spi
S n-
i
off o
f
f E
o
lectri
t cal Distributio
t n Sys
S
tems Busine
i
ss
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 t
f
o its
shareholders (the “Separation”). The Company plans to complete the Separation by April 1, 2026, subj
u ect to customary c
r
losing
conditions. The new publicly traded Electrical Distributions Systems spin-off c
f
ompany will be named Versigent, and will trade
on the NYSE under the symbol “VGNT” fol
f lowing the distribution date.
During the year ended December 31, 2025, the Company incurred costs of appr
a
oximately $178 million related to the
Separation. These costs, which are included in selling, general and administrative expense within the consolidated statements of
operations, are primarily related to third-party profes
f
sional fee
f
s associated with planning the Separation. The Company expects
to continue to incur additional expenses related to the Separation through the completion of the transaction.
In connection with the Separation, in the fir
f st quarter of 2025, Aptiv realigned its business into three reportabl
a e operating
segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems. Prior
period amounts have been adju
d sted retrospectively to refle
f ct the change in reportabl
a e operating segments, consistent with the
current year presentation, throughout the audited consolidated financial statements contained herein.
Commencing with the first Quarterly Report on Form 10-Q of 2026, Aptiv will rename its Advanced Safety and User
Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered
Components. There is no impact to the composition of either segment.
Busine
i
ss Stra
t
tegy
e
We believe the Company is well-positioned to benefit
f
from key secular trends, including automation, electrification and
digitalization, that are driving transfor
f
mation in the automotive industry a
r
nd expanding in scope to impact a broader range of
end markets, including aerospace and defense, telecom and datacom, and diversified industrials. In particular, we believe
automotive industry g
r
rowth will increasingly be driven by the accelerating transition to softw
f
are-defined vehicles, the
continued commercialization of active safet
f y and adoption of autonomous driving technologies, and enhanced in-cabin
experiences and connected services, all of which require advanced software, computing platfor
f
ms and optimized hardware and
architectur
t
es to suppor
u
t them. Through our robust operating model, we have successful
f ly created a competitive cost struc
r
ture,
while investing in research and development to fur
f
ther innovate and grow our product offerings across multiple industries, and
have re-aligned our manufac
f
turing footpr
t
int into an efficient, low-cost regional service model, focused on increasing our profit
f
margins.
Our 2025 performance reflects our solid execution and cost reduction initiatives, despite the global infla
f tionary
environment and evolving geopolitical issues, including global trade impacts fro
f
m tariffs
f . Our recent fin
f ancial and business
achievements include the fol
f lowing:
•
Generating new business awards of appr
a
oximately $27 billion, based on expected volumes and prices, validating our
industry-
r
leading portfol
f io of advanced technologies tied to the secular growth drivers across industries;
◦
Driving more than 75% of new business awards in China with local OEM customers;
•
Delivering record revenue, with strong revenue growth over the prior year despite the dynamic vehicle production
environment, helped by strong growth in other industrial end markets;
•
Successful
f ly mitigating substantially all significant tariff-re
f
lated exposures during the year;
•
Generating cash flo
f w fro
f
m operations of $2.2 billion and delivering $1.2 billion of operating income (record adju
d sted
operating income of $2.5 billion), demonstrating strong operating execution in the face of continuing material and
labor
a
cost inflation;
◦
Delivering operating income margin of 5.8% (adjusted operating income margin of 12.1%), driven by strong
operating performance and cost reduction initiatives;
•
Repurchasing 22.8 million shares with a value of $1.5 billion, including incremental share deliveries under the terms
of the Company’s accelerated share repurchase program;
•
Leveraging our investment grade credit metrics to further enhance our capital struc
r
ture and increase our financial
flexibility;
◦
Opportunistically deploying capital to repurchase $300 million aggregate principal amount of certain senior
notes and repaying the outstanding principal balance of $250 million on the Term Loan A;
◦
Extending the matur
t
ity of our existing Credit Agreement to March 2030;
38

•
Commencing partnerships with leading technology companies to commercialize our intelligent edge portfol
f io,
including ServiceNow, Capgemini, Robust.AI, Vecna Robotics, Nota AI, SiMa.ai, DEEPX and others;
•
Continuing our relentless focus on cost struc
r
ture and operational optimization;
◦
Maximizing our operational fle
f xibility and profitabi
a lity at all points in the normal automotive business cycle,
by having approximately 97% of our hourly workforce based in best cost countries, and approximately 31%
of our hourly workforce composed of contingent employees; and
•
Fully preparing our Electrical Distribution Systems business for
f
separation into an independent, publicly traded
company, including post-separation strategies and growth opportunities for
f
both Aptiv and Versigent, and remaining
on-track to complete the Separation by April 1, 2026.
Our strategy is to build on these accomplishments and continue to develop and manufact
f
ur
t
e innovative, market-relevant
products for a diverse base of customers around the globe, and leverage our lean and fle
f xible cost struc
r
ture to achieve strong
and disciplined earnings growth and retur
t
ns on invested capital. Through our culture of innovation and world class engineering
capabilities, we intend to employ our rigorous, for
f
ward-looking product development process to deliver new technologies that
provide solutions to our customers. We are committed to creating value for our shareholders, including through the continued
return of capital through share repurchases. Our key strategic priorities include:
Commercializing the
t
evolution towards softw
o
are-defi
e ned compone
m
nts a
t
nd syst
y ems across multiple industries, including
automotive. We expect the trends of automation, electrific
f ation and digitalization to create growth opportunities, as they drive
similar product requirements for
f
mission-critical applications across multiple industries, namely increased demand for advanced
software and optimized hardware. Intelligent, software-defin
f ed solutions, such as increasingly capable automated driving
technologies, offer significant societal benefit
f s and create long-term growth opportunities for
f
our product offerings, including
new customers such as mobility providers, telecommunications network operators and smart cities. Growth opportuni
t
ties across
the automotive and other industries will be driven by increased hardware and softw
f
are content, greater computing power and
software requirements, enhanced solutions for lifec
f
ycle management and connectivity, and continued electrification. We
believe the complexity of these systems will also require ongoing software suppor
u
t services, as they will be continuously
upgraded with new fea
f
tures and performance enhancements.
As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our
capa
a
bi
a lities in softw
f
are-defined mobility and enabl
a e advanced smart vehicle architectur
t
e changes, we acquired Wind River
Systems, Inc. (“Wind River”) in December 2022. Wind River is a global leader in delivering softw
f
are for
f
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
r
and manage softw
f
are at the vehicle edge. As described in Note 7.
Intangible Assets and Goodwill to the audited consolidated financial statements contained herein, although the timeline has
been extended for
f
the broader transition to more ful
f ly software-defin
f ed vehicles, as evidenced by certain delays in our OEM
customers’ software-defin
f ed vehicle investment strategies, we continue to believe we are well-aligned with long-term key
industry t
r
echnology trends and continue to make investments to fur
f
ther develop and grow our product offerings in this space.
We are also continuing to develop market-leading automated driving solutions, such as automated driving softw
f
are,
sensing and perception technologies enhanced through artificial intelligence and machine learning, as well as the underlying
architectur
t
e technologies capa
a
bl
a e of supporting safet
f y-critical appl
a
ications. We believe we are well-aligned with industry
r
technology trends that will help to suppor
u
t sustainable future growth in this space and have partnered with leaders in their
respective fie
f lds to advance the pace of development and commercialization of these emerging technologies.
In March 2020, we completed a transaction with Hyundai Motor Group (“Hyundai”) to for
f
m Motional AD LLC
(“Motional”), a joint ventur
t
e foc
f
used on the design, development and commercialization of autonomous driving technologies.
Although we believe our strategic partnerships have us well-aligned with industry t
r
echnology trends in these evolving areas, the
timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subj
u ect to significant
uncertainty, which resulted in additional fundi
f
ng requirements for
f
Motional. In April 2024, Aptiv and Hyundai entered into an
agreement to restruc
r
ture Aptiv’s ownership interest in Motional and for Hyundai to provide additional fundi
f
ng to Motional,
which also eliminated any requirements for
f
additional fut
f ur
t
e fundi
f
ng from Aptiv. These transactions, which were completed in
May 2024, resulted in the reduction of our common equity interest in Motional fro
f
m 50% as of December 31, 2023 to
approximately 15%. In May 2025, Hyundai provided additional fundi
f
ng to Motional, further reduc
d
ing Aptiv’s common equity
interest in Motional fro
f
m 15% as of March 31, 2025 to approximately 13% as of December 31, 2025. The total gains recorded
as a result of these transactions were approximately $33 million ($0.15 per diluted share) and approximately $641 million
($2.50 per diluted share) dur
d
ing the years ended December 31, 2025 and 2024, respectively, within net gain on equity method
transactions in the consolidated statements of operations. Refer
f
to Note 5. Investments in Affiliates to the audited consolidated
financial statements contained herein for
f
further infor
f
mation on these transactions.
Evolving technology areas related to the trends of automation, electrification, and digitalization present numerous risks,
including high development costs, uncertainty regarding the timing of customer and consumer adoption, increased competition
39

from entrants outside our traditional industries, and evolving regulations, such as the guidance for
f
automated driving systems
published by the U.S. Department of Transportation. 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 disrupt
r
ive
technologies different than those being developed by us or our partners, and ultimately there can be no assurance that we will be
successful
f
in our effo
f
rts to develop these technologies.
Leveraging our engineering and technological capabilities. We seek to leverage our strong product portfol
f io tied to the
broader trends of automation, electrification and digitalization that are transfor
f
ming multiple industries with our global foo
f
tprint
to increase our revenues, as well as committing to substantial annual investment in research and development to maintain and
enhance our leadership in new solutions across each of our product lines.
Targeting the
t
right
i
business with t
t
he
t
right
i
customersr . We intend to be strategic in our pursuit of new business and
customers in order to achieve disciplined, above
a
-market growth. We conduct in-depth analysis of market share and product
trends by region in order to prioritize research, development and engineering spend for the customers that we believe will be
successful
f . Collabor
a
ation with customers in our 11 majo
a r technical centers around the world helps us develop innovative
product solutions designed to meet their needs. As more OEMs design vehicles for global platfor
f
ms, where the same vehicle
architectur
t
e is shared among differ
f ent regions, we are well suited to provide global design and engineering support while
manufact
f
ur
t
ing these products for a specific regional market.
Capi
a talizi
i ng on our scale, global footpr
t
int and established position in key
k
growth market
k st . We intend to generate
sustained growth by capitalizing on the breadth and scale of our operating capabilities. Our global foot
f
pr
t
int provides us
important proximity to our customers’ manufact
f
ur
t
ing faci
f
lities and allows us to serve them in every region in which they
operate. We anticipate that we will continue to build upon our extensive geographic reach to capitalize on growing automotive
markets, particularly in China. In addition, our presence in best cost countries positions us to realize incremental margin
improvements as the global balance of automotive production shifts
f
towards key growth markets.
Leveraging our lean and flexible cost stru
t
cture to del
d iver profit
f ability and cash flow. We recognize the importance of
maintaining a lean and fle
f xible cost struc
r
ture in order to deliver stable earnings and cash flo
f w in a cyclical industry.
r
Our foc
f
us
is on maximizing and optimizing manufact
f
ur
t
ing output
t
to meet increasing production requirements with minimal additions to
our fixed-cost base. Additionally, we are continuing to use a meaningful
f
amount of temporary w
r
orkers to ensure we have the
appropriate operational fle
f xibility to scale our operations so that we can maintain our profita
f
bi
a lity as industry p
r
roduction levels
increase or contract.
Adva
d
ncing and maintaining an effic
e
ient capi
a tal structure. We actively manage our capi
a tal struc
r
ture in order to maintain
an investment grade credit rating and healthy capital ratios to suppor
u
t our business and maximize shareholder value. We will
continue to make adju
d stments to our capital struc
r
ture in light of changes in economic conditions or as opportunities arise to
provide us with additional fin
f ancial flexibility to invest in our business and execute our strategic objectives going forward.
Pursuing selected acquisi
i tions and stra
t
tegi
e c investments. 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.
Accelerating an electri
t fi
i ed, s
d
ustainable fut
f ure. We are committed to becoming carbon-
r
neutral in our global operations by
2030 and to achieving net carbo
r
n neutrality by 2040 as we transition away fro
f
m carbon-
r
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. We believe that this strong, foundational foc
f
us on sustainabi
a lity makes Aptiv a partner of choice for
our customers, a desirable place to work for our employees and a valued contributor to the communities in which we operate.
Trends, U
s
nc
U
ertainties and Oppor
p
tunitie
i
s
Economic conditions. Our business is directly related to automotive sales and automotive vehicle production by our
customers. Automotive sales depend on a number of fac
f
tors, including global and regional economic conditions. 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 offs
f et by declines of 2% in North
America and 1% in Europe. Refer
f
to Note 22. Segment Reporting of the notes to the audited consolidated financial statements,
included in Item 8. Financial Statements and Supplementary Data of this Annual Report for
f
financial infor
f
mation concerning
principal geographic areas.
On September 15, 2023, several of our largest customers’ collective bargaining agreements with the International Union,
United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”), expired and the UAW
subs
u
equently went on strike against General Motors (“GM”), Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”)
in the United States (the “U.S.”), causing work stoppages at certain of these customers’ vehicle production and parts
40

distribution faci
f
lities, which lasted approximately six weeks. Aptiv’s estimated total indirect and direct adverse impacts of these
labor
a
strikes to revenue during 2023 were approximately $180 million. Refer to Part I, Item 1A. Risk Factors for
f
further
discussion of the risks related to significant disrupt
u ions at our or our customers’ manufact
f
ur
t
ing faci
f
lities.
Economic volatility or weakness in North America, Europe, China or, to a lesser extent, South America, could result in a
significant reduc
d
tion in automotive sales and production by our customers, which would have an adverse effect on our business,
results of operations and fin
f ancial condition. Global infla
f tionary pressures have, at times, both reduc
d
ed consumer demand for
automotive vehicles and increased the price of inputs to our products, which has adversely impacted our sales and profit
f ability,
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. In particular, changes to international trade agreements, such as the United
States-Mexico-Canada Agreement (the “USMCA”), increases in trade tariffs
f , import quotas and other trade restrictions or
actions, including retaliatory responses to such actions, or other political pressures have affected and could continue to affe
f ct
our operations and the operations of our OEM customers, resulting in reduc
d
ed automotive production in certain regions or shifts
f
in the mix of production to higher cost regions. Increases in interest rates could also negatively impact automotive production as
a result of increased consumer borrowing costs or reduc
d
ed credit availabi
a lity. Additionally, economic weakness may result in
shifts
f
in the mix of future automotive sales (from vehicles with more content such as luxury v
r
ehicles, truc
r
ks and sport utility
vehicles toward smaller passenger cars). While our diversifie
f d customer and geographic revenue base, along with our flexible
cost structur
t
e, have well positioned us to withstand the impact of industry d
r
owntur
t
ns and benefit
f
from industry u
r
pt
u ur
t
ns, shifts
in the mix of global automotive production to higher cost regions or to vehicles with less content could adversely impact our
profita
f
bi
a lity.
Ukra
k
ine/Ru
/
ssia conflic
f
t. The confli
f ct between Ukraine and Russia, which began in Februa
r
ry 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 confli
f ct, the European Union (the “E.U.”), the U.S. and other governments implemented broad economic
sanctions against Rus
R
sia. These countries may impose fur
f
ther sanctions and take other actions as the situa
t
tion continues.
Given the sanctions put in place by the E.U., U.S. and other governments, which restrict our ability to conduct business in
Russia, we initiated a plan in the second quarter of 2022 to exit our 51% owned subsidiary in Russia. On May 30, 2023, the
Company completed the sale of its entire interest in the Russian subs
u
idiary to JSC Samara Cables Company, the sole minority
shareholder in the Russian subs
u
idiary, for
f
a nominal amount in exchange for all of the Company’s shares in the subs
u
idiary. The
Company did not record any incremental gain or loss resulting from this disposition. Refer to Note 20. Acquisitions and
Divestitures to the audited consolidated financial statements contained herein for
f
further detail on this transaction.
Ukraine and Russia are significant global producers of raw materials used in our suppl
u
y chain, including copper,
aluminum, palladium and neon gases. Disrupt
u ions in the supply and volatility in the price of these materials and other inputs
produced by Ukraine or Rus
R
sia, including increased logistics costs and longer transit times, could adversely impact our business
and results of operations. The conflic
f
t has also increased the possibility of cyberattacks occurring, which could either directly or
indirectly impact our operations. Furthermore, the confli
f ct has caused our customers to analyze their and their suppliers’
continued presence in the region and fut
f ur
t
e customer production plans in the region remain uncertain.
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 manufact
f
ur
t
ing fac
f
ilities in Ukraine, and we did not generate any sales in Russia. However, the impacts of the conflic
f
t have
adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a
region which accounted for appr
a
oximately 32% of our net sales for the year ended December 31, 2025. As a result of the
conflic
f
t, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment
charges of $11 million dur
d
ing the year ended December 31, 2023. These charges were recorded within cost of sales in the
consolidated statements of operations.
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. Any of the impacts mentioned abo
a
ve, among others, could adversely affect our business, business
opportuni
t
ties, results of operations, fin
f ancial condition and cash flo
f ws.
Global suppl
u
y c
l
hain disrupt
u ions. Global supply chain disrupt
r
ions have in the past and could in the future lead to
interrupt
u ions 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. For example, as a result of the rapidly evolving trade policies and tariff actions, the
uncertainty in the automotive industry h
r
as increased, which could adversely affect our business and financial results. We will
continue to actively monitor our global supply chain and will seek to aggressively mitigate and minimize the impact of any
future disrupt
r
ions on our business.
In addition, we are carrying critical inventory i
r
tems and key components, and we continue to procure productive, raw
material and non-critical inventory c
r
omponents in order to satisfy o
f
ur customers’ vehicle production schedul
d es. However, as a
41

result of our customers’ recent production volatility and cancellations, among other things, our balance of productive, raw and
component material inventories has increased subs
u
tantially fro
f
m customary levels as of both December 31, 2025 and 2024.
These changes to the production environment were primarily driven by the global supply chain disrupt
r
ions that impacted the
automotive industry a
r
t times during previous years. We continue to actively monitor and manage inventory l
r
evels across all
inventory t
r
ypes in order to maximize both supply continuity and the effi
f cient use of working capital. Normally we do not carry
inventories of such raw materials in excess of those reasonabl
a y required to meet our production and shipping schedules.
Key g
e
ro
g
wth r
t
egions. We believe our strong global presence has positioned us to generate strong growth rates over the
long-term. We continue to expand our establ
a ished presence in key growth regions, positioning us to benefit fro
f
m the expected
long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs
and fur
f
ther enhancing our positions with OEMs in key growth regions to continue expanding our worldwide leadership. We
believe that our presence in best cost countries positions us to realize incremental margin improvements as the global balance of
automotive production shifts towards these key growth regions. In addition, we continue to build upon our extensive geographic
reach, enabl
a ed by our leadership in the automotive market, to capitalize on opportunities in key growth markets, including
aerospace and defen
f
se, telecom and datacom, and diversified industries.
We have a strong local presence in China, including a major manufact
f
ur
t
ing base and well-establ
a ished customer
relationships. Each of our business segments have operations and sales in China. There have been periods of increased market
volatility and moderations in the level of economic growth in China, which resulted in periods of lower automotive production
growth rates in China than those previously experienced. Automotive production in China experienced growth of 10% in 2025,
which fol
f lows growth of 4% in 2024. Despite the market volatility and moderation in the level of economic growth in China,
rising income levels in China and other key growth markets are expected to result in stronger growth rates in these markets over
the long-term.
Our business in China remains sensitive to economic and market conditions that impact automotive sales volumes in
China and may be affec
f
ted if the pace of growth slows as the Chinese market matur
t
es or if there are reductions in vehicle
demand in China. Our business in China may also be impacted by the expanding market share of domestic Chinese OEMs in
the China market, which has led to declines in revenue and market share of non-Chinese OEMs, resulting in certain traditional
OEMs taking steps to reduc
d
e or restruc
r
ture their operations in China. However, we continue to believe this market will benefit
from long-term demand for new vehicles and stringent governmental regulation driving increased vehicle content, including
accelerated demand for electrified vehicles.
Market
k
driven products. Our product offerings satisfy our customers’ needs to meet increasingly stringent government
regulations and meet consumer prefer
f ences for products that address the trends of automation, electrification and digitalization.
With our offe
f rings, we believe we are well-positioned to benefit
f
from the growing demand for
f
vehicle content and technology
related to safet
f y, electrific
f ation, high speed data, connectivity to the global infor
f
mation network and automated driving
technologies. We are benefiting from the subs
u
tantial increase in vehicle content, including advanced software and optimized
hardware required to enabl
a e systems such as automated advanced driver assistance technologies, electrical vehicle monitoring,
active safet
f y systems, lane departure warning systems, integrated vehicle cockpi
k t displays, navigation systems and technologies
that enable connected infotainment in vehicles. While we have identifie
f d electrification programs as a key market for
f
our
products, certain of our OEM customers have recently announced delays in or changes to their software-defin
f ed vehicle
investment strategies amidst reduced expectations for fut
f ur
t
e consumer demand for these products.
Global capabi
a
lities and risk
i
s
k . Many OEMs are continuing to develop vehicle platforms intended to increase
standardization, reduce per-unit cost and increase capital effi
f ciency and profitabi
a lity. In addition, geopolitical tensions are also
causing them to regionalize their supply chains. As a result, OEMs prefer
f
suppl
u
iers that have the capability to manufact
f
ur
t
e
products on a global basis with manufact
f
ur
t
ing and design flexibility to adapt to regional variations. Suppliers with global scale
and strong design, engineering and manufact
f
ur
t
ing capabilities are best positioned to benefit
f
from this trend. Our global
manufact
f
ur
t
ing foot
f
pr
t
int enabl
a es us to effi
f ciently manufact
f
ur
t
e in and suppl
u
y fro
f
m best cost countries at scale. Our regional
teams allow us to stay connected to local market requirements and more closely partner with our customers dur
d
ing all phases of
the development process, from design through production, while maintaining focus on increasing efficiency and lowering costs.
Increasing manufac
f
turing automation, footpr
t
int rotation to best cost countries, and other operational initiatives have suppor
u
ted
our commitment to continuous improvement, leveraging scale and enhancing efficiency to improve our margins.
Our operations are subject to certain risks inherent in doing business globally, including military conflic
f
ts in regions in
which we operate, changes in laws or regulations governing labor, trade, or other monetary or tax fis
f cal policy changes,
including the Organisation for
f
Economic Co-operation and Development (the “OECD”) Pillar Two Framework (the
“Framework”), tariffs
f , quotas, customs and other import or export restrictions or trade barriers.
Existing fre
f e trade laws and regulations, such as the USMCA, provide certain beneficial duties and tariffs for qualifying
imports and exports, subject to compliance with the appl
a
icable classification and other requirements. Changes in laws or
policies governing the terms of trade, and in particular increased trade restrictions, tariffs
f , taxes or non-tariff barriers on imports
42

from countries where we manufact
f
ur
t
e products, such as China and Mexico, could have a material adverse effect on our
business and financial results. For example, beginning on April 2, 2025, the U.S. government announced tariffs of at least 10%
across imported goods from all countries, with rates even higher for
f
goods from certain countries with a high trade deficit with
the U.S. Subsequent to this announcement, a number of other countries announced tariffs on U.S. goods and have negotiated or
continue to negotiate trade agreements with the U.S.
While the impacts to the Company resulting fro
f
m these incremental tariffs
f
were not significant dur
d
ing 2025, the fut
f ur
t
e
impact of any announced tariffs is subj
u ect to a number of fact
f
ors, including the effective date and duration of such tariffs
f ,
changes in the amount, scope and natur
t
e of the tariffs i
f
n the future, any retaliatory responses to such actions that the target
countries may take and any mitigating actions that may become availabl
a e, and may be material to the Company. In addition, we
are continuing to work with our customers and suppl
u
iers to mitigate the impact of these incremental tariffs on our results of
operations. Despite recent trade negotiations and the potential for
f
trade agreements between the U.S. and the Mexican,
Canadian and Chinese governments, given the uncertainty regarding the scope and dur
d
ation of any new tariffs
f
and any
associated retaliatory measures, as well as the potential for
f
additional tariffs
f
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 o
f
r
other trade actions will be successful
f . Management continues to monitor the volatile geopolitical environment to identify,
f
quantify a
f
nd assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business
and fin
f ancial results.
In addition, the government of Mexico implemented country-wide statutory minimum wage increases of approximately
13% (5% in Northern Border Zone), 12% and 20%, effective January 1, 2026, 2025 and 2024, respectively. The government of
Mexico has indicated it may implement other labor reforms, such as an initiative to shorten the work week fro
f
m 48 to 40 hours,
as early as January 1, 2027, through a gradual reduction of two hours per year. Labor costs have increased significantly in
Mexico as a result of this and other labor reform initiatives, necessitating a strategic review of more cost-competitive
jurisdictions and a greater acceleration in manufact
f
ur
t
ing automation. While management has implemented measures to mitigate
the impact of these labor reforms on our cost structur
t
e, we cannot predict the ultimate future impact on our business.
The outbr
t
eak of armed confli
f cts in the Middle East beginning in October 2023 has also created numerous uncertainties,
including the risk that the confli
f cts spread throughout the broader region, and their impact on the global economy and suppl
u
y
chains. In addition, as described above
a
, the conflic
f
t between Ukraine and Russia has also created numerous economic
uncertainties, including the potential for
f
further sanctions against Rus
R
sia, the impact on the global supply chain for raw
materials produced in each country, as well as increased logistics costs and transit times, and the actions of automotive OEMs
and suppliers as they relate to production plans in each country and within the region. We are also subje
b ct 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 outbr
t
eak of an illness. The impacts of any of these fact
f
ors mentioned
above, among others, could adversely affect our business, business opportunities, results of operations, fin
f ancial condition and
cash flo
f ws.
Product devel
d
opment. The automotive technology and components industry i
r
s highly competitive and is characterized by
rapi
a dly changing technology, evolving industry s
r
tandards and changes in customer needs. Our abi
a lity to anticipate changes in
technology and regulatory s
r
tandards and to successful
f ly develop and introduce new and enhanced products on a timely and cost
competitive basis will be a significant fact
f
or in our ability to remain competitive and to maintain or increase our revenues. To
compete effectively in the automotive technology and components industry,
r
we must be able to develop and launch new
products to meet our customers’ demands in a timely manner. With our innovative technologies and robust global engineering
and development capabilities, we are well positioned to meet the increasingly stringent vehicle manufact
f
ur
t
er demands and
consumer prefer
f ences for high-technology content in automobiles.
OEMs are increasingly looking to their suppliers to simplify v
f
ehicle design and assembly processes to reduc
d
e costs. As a
result, OEMs prefer
f
suppl
u
iers that have the capability to manufac
f
ture products on a global basis with manufact
f
ur
t
ing and design
flexibility to adapt to regional variations. 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.
Engineering, design
i
and developm
o
ent. Our history a
r
nd cultur
t
e of innovation have enabled us to develop significant
intellectua
t
l property and design and development expertise to provide advanced technology solutions that meet the demands of
our customers. We have a team of appr
a
oximately 20,700 scientists, engineers and technicians foc
f
used on developing leading
product solutions for our key markets, located at 11 majo
a r technical centers in China, Germany, India, Mexico, Poland,
Singapor
a
e and the United States. Our total investment in research and development, including engineering, was appr
a
oximately
$1.7 billion, $1.6 billion and $1.8 billion for
f
the years ended December 31, 2025, 2024 and 2023, respectively, which includes
approximately $573 million, $535 million and $492 million of co-investment by customers and government agencies. Each year
we share some engineering expenses with OEMs and government agencies which generally ranges fro
f
m 25% to 35% of
engineering expenses. This level of co-investment suppor
u
ts product development, accelerates the pace of innovation and
43

reduces the risk associated with successful
f
commercialization of technological breakthroughs. We also encourage “open
innovation” and collabor
a
ate extensively with peers in the industry,
r
government agencies and academic institutions.
In the past, suppl
u
iers ofte
f n incurred the initial cost of engineering, designing and developing automotive component parts,
and recovered their investments over time by including a cost recovery component in the price of each part based on expected
volumes. Recently, we and many other suppliers have negotiated for
f
cost recovery payments independent of volumes. This
trend reduc
d
es our economic risk.
We utilize a Technology Advisory Council, a panel of prominent global technology thought leaders, which helps us
anticipate cutting-edge technology trends and guides our product strategies and investments in technology with a foc
f
us on
developing advanced technologies to drive growth and foster innovation. This independent perspective assists Aptiv in pursuing
investments in the right technologies that create the most value for
f
all of its stakeholders. We believe that our engineering and
technical expertise, together with our emphasis on continuing research and development, allow us to use the latest technologies,
materials and processes to solve problems for
f
our customers and to bring new, innovative products to market. We believe that
continued engineering activities are critical to maintaining our pipeline of technologically advanced products. Given our strong
financial discipline, we seek to effe
f ctively manage fix
f ed costs and effi
f ciently rationalize capital spending by critically
evaluating the profit
f
potential of new and existing customer programs, including investment in innovation and technology. We
maintain our engineering activities around our focused product portfol
f io and allocate our capital and resources to those products
with distinctive technologies. We expect expenditures for
f
research and development activities, including engineering, net of co-
investment, to be app
a
roximately $1.2 billion for
f
the year ended December 31, 2026.
We maintain a large portfol
f io of approximately 11,000 patents and protective rights in the operation of our business as of
December 31, 2025. While no individual patent or group of patents, taken alone, is considered material to our business, taken in
the aggregate, these patents provide meaningful
f
protection for our products and technical innovations. Similarly, while our
trademarks are important to identify o
f
ur position in the industry,
r
we do not believe that any of these are individually material to
our business. We are actively pursuing marketing opportunities to commercialize and license our technology to both automotive
and non-automotive industries and we have selectively taken licenses fro
f
m others to support our business interests. These
activities fos
f
ter optimization of intellectua
t
l property rights.
Pricing. Cost-cutting initiatives adopted by our customers result in increased downward pressure on pricing. Our
customer suppl
u
y agreements generally require step-downs in component pricing over the periods of production and OEMs have
historically possessed significant leverage over their outside suppl
u
iers because the automotive component suppl
u
y industry i
r
s
fragmented and serves a limited number of automotive OEMs. Our profitabi
a lity depends in part on our ability to generate
sufficient production cost savings in the fut
f ur
t
e to offset price reduc
d
tions. In addition, during recent years, global economies and
our industry w
r
ere subjected to significant infla
f tionary cost pressures, and these pressures may continue in 2026. We also
continue to face additional potential impacts fro
f
m the rapi
a dly evolving trade policies and tariff actions. We continue to work
with our customers, both through price recoveries and adjustments as well as future pricing adjustments as contracts renew, to
mitigate the impact of these inflationary pressures on our results of operations.
We are foc
f
used on maintaining a low fix
f ed cost structur
t
e that provides us fle
f xibility to remain profita
f
bl
a e at all points of
the traditional vehicle industry p
r
roduction cycle. As a result, approximately 97% of our hourly workforce is located in best cost
countries. Furthermore, we have substantial operational fle
f xibility by leveraging a large workforce of contingent workers,
which represented appr
a
oximately 31% of the hourly workforce as of December 31, 2025. However, we will continue to adju
d st
our cost structur
t
e and optimize our manufact
f
ur
t
ing foot
f
pr
t
int in response to changes in the global and regional automotive
markets and in order to increase investment in advanced technologies and engineering, as evidenced by our ongoing
restructur
t
ing programs foc
f
used on reducing our global overhead costs, the continued rotation of our manufact
f
ur
t
ing foot
f
pr
t
int to
best cost locations in Europe and aligning our manufact
f
ur
t
ing capacity with the current levels of automotive production in each
region. As we continue to operate in a cyclical industry t
r
hat is impacted by movements in the global and regional economies,
we continually evaluate opportunities to fur
f
ther refine our cost structur
t
e. 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% downtur
t
n to current
product volumes.
We have a strong balance sheet with gross debt of appr
a
oximately $7.7 billion and subs
u
tantial availabl
a e liquidity of
approximately $4.4 billion consisting of cash and cash equivalents and availabl
a e fin
f ancing under our Revolving Credit Facility
and committed European accounts receivabl
a e fact
f
oring faci
f
lity (as defin
f ed below in Liquidity and Capital Resources) as of
December 31, 2025, and no significant U.S. defined benefit
f
or workforce postretirement health care benefits
f
and employer-paid
postretirement basic life i
f
nsurance benefits liabi
a lities. We intend to maintain strong financial discipline by targeting industry-
r
leading earnings growth, cash flo
f w generation and return on invested capital and to maintain sufficient liquidity to sustain our
financial fle
f xibility throughout the industry c
r
ycle.
OEM p
E
roduct recalls. The number of vehicles recalled globally by OEMs has increased above historical levels. These
recalls can either be initiated by the OEMs or influ
f enced or required by regulatory a
r
gencies. Although there are differing rules
44

and regulations across countries governing recalls for safet
f y issues, as automotive components are increasingly standardized
across regions, the level of recalls outside of the U.S. may also increase. Given the sensitivity to safety issues in the automotive
industry,
r
including increased foc
f
us from regulators and consumers, we anticipate the number of automotive recalls may remain
above historical levels in the near fut
f ur
t
e. Although we engage in extensive product quality programs and processes, it is
possible that we may be adversely affected in the fut
f ur
t
e if the pace of these recalls continues.
Effic
f
ient use of c
o
apital. The global vehicle components indus
d
try i
r
s generally capital intensive and a portion of a supplier’s
capital equipment is fre
f quently utilized for specific customer programs. Lead times for
f
procurement of capital equipment are
long and typically exceed start of production by one to two years. Substantial advantages exist for
f
suppl
u
iers that can leverage
their prior investments in capital equipment or amortize the investment over higher volume global customer programs.
Industry c
r
onsolidation and disru
i
pt
u ive new entrantst . Consolidation among worldwide OEMs and suppl
u
iers is expected to
continue as these companies seek to achieve operating synergies and value stream effi
f ciencies, acquire complementary
r
technologies and build stronger customer relationships. Additionally, the rise of advanced software and technologies in vehicles
has attracted new and disrupt
r
ive entrants fro
f
m outside the traditional automotive supply industry.
r
These entrants may seek to
gain access to certain vehicle technology and component markets. Any of these new competitors may develop and introduc
d
e
technologies that gain greater customer or consumer acceptance, which could adversely affect the fut
f ur
t
e growth of the
Company. We believe companies with strong balance sheets and financial discipline are in the best position to take advantage
of these trends.
Consolidated Results of Operations
Our total net sales during the year ended December 31, 2025 were $20.4 billion, an increase of appr
a
oximately 3%
compared to 2024. Our overall volumes increased 3%, with increased global automotive production of 4% (1% on an AWM
basis) for the year ended December 31, 2025, compared to 2024 production rates. Despite the global infla
f tionary environment,
our overall lean cost structur
t
e has enabled us to achieve strong levels of operating income, while continuing to strategically
invest in the fut
f ur
t
e.
Aptiv typically experiences flu
f ctua
t
tions in revenue due to changes in OEM production schedul
d es, vehicle sales mix and
the net of new and lost business (which we refer
f
to collectively as volume), increased prices attributable to escalation clauses in
our suppl
u
y contracts for recovery of increased commodity costs (which we refer
f
to as commodity pass-through), flu
f ctua
t
tions in
foreign currency exchange rates (which we refer
f
to as “FX”), contractua
t
l reduc
d
tions of the sales price to the OEM (which we
refer to as contractua
t
l price reductions) and engineering changes. Changes in sales mix can have either favorable or unfav
f
orable
impacts on revenue. Such changes can be the result of shifts in regional growth, shifts
f
in OEM sales demand, as well as shifts
f
in
consumer demand related to vehicle segment purchases and content penetration. For instance, a shift in sales demand fav
f
oring a
particular OEM’s vehicle model for
f
which we do not have a supply contract may negatively impact our revenue. A shift i
f
n
regional sales demand toward certain markets could fav
f
orably impact the sales of those of our customers that have a large
market share in those regions, which in turn would be expected to have a fav
f
orable impact on our revenue.
We typically experience (as described below) fluctuations in operating income due
d
to:
•
Volume, net of contractua
t
l price reductions—changes in volume offset by contractua
t
l price reductions (which
typically range from 1% to 3% of net sales) and changes in mix;
•
Operational performance—changes to costs for materials and commodities or manufact
f
ur
t
ing and engineering
variances; and
•
Other—i
r
ncluding restructur
t
ing costs and any remaining variances not included in Volume, net of contractua
t
l price
reductions or Operational performance.
The automotive technology and component suppl
u
y industry i
r
s traditionally subj
u ect to inflationary pressures with respect
to raw materials and labor which may place operational and profit
f ability burdens on the entire supply chain. For instance, the
industry h
r
as recently been subj
u ected to increased pricing pressures, specifically in relation to copper and petroleum-based resin
products, which have experienced significant volatility in price. We have also been impacted globally by increased overall
inflation as a result of a variety of global trends. For example, the rapidly evolving trade policies and tariff actions could result
in increased pricing pressures on our global supply chain, which could adversely affect our business and financial results. In
addition, we expect semiconductor supply cost and commodity cost volatility to have a continual impact on future earnings and/
or operating cash flo
f ws. Management continues to seek to mitigate both infla
f tionary pressures and our material-related cost
exposures using a number of appr
a
oaches, 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 manufac
f
turer supply contracts and hedging. We have also negotiated, and will continue to negotiate, price increases
with our customers in response to the afor
f
ementioned increased overall inflation and global supply chain disrupt
r
ions.
45

This section discusses our consolidated results of operations and results of operations by segment for
f
the years ended
December 31, 2025 versus 2024. A detailed discussion of our consolidated results of operations and results of operations by
segment for
f
the years ended December 31, 2024 versus 2023 can be found
f
under Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for
f
the year ended December
31, 2024, which was filed with the SEC on February 7
r
, 2025.
2025 versu
r
s 2024
The results of operations for the years ended December 31, 2025 and 2024 were as follows:
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(dollars in millions)
Net sales .............................................................................................................. $
20,398
$
19,713
$
685
Cost of sales ........................................................................................................
16,500
16,002
(498)
Gross margin .......................................................................................................
3,898 19.1%
3,711 18.8%
187
Selling, general and administrative................................................................
1,673
1,465
(208)
Amortization...................................................................................................
208
211
3
Restructur
t
ing..................................................................................................
185
193
8
Goodwill impairment .....................................................................................
648
—
(648)
Operating income................................................................................................
1,184
1,842
(658)
Interest expense..............................................................................................
(361)
(337)
(24)
Other income, net...........................................................................................
50
41
9
Net gain on equity method transactions.........................................................
46
605
(559)
Income before income taxes and equity loss.......................................................
919
2,151
(1,232)
Income tax expense........................................................................................
(700)
(223)
(477)
Income before equity loss ...................................................................................
219
1,928
(1,709)
Equity loss, net of tax.....................................................................................
(38)
(118)
80
Net income ..........................................................................................................
181
1,810
(1,629)
Net income attributable to noncontrolling interest..............................................
19
24
(5)
Net loss attributable to redeemable noncontrolling interest................................
(3)
(1)
(2)
Net income attributable to Aptiv......................................................................... $
165
$
1,787
$
(1,622)
Total Net
N
Sales
Below is a summary of our total net sales for
f
the years ended December 31, 2025 versus 2024.
Year Ended December 31,
Variance Due To:
2025
2024
Favorable/
(unfavor
f
able)
Volume, net of
contractual
price
reductions
FX
Commodity
pass-
through
Other
Total
(in millions)
(in millions)
Total net sales.................. $
20,398
$
19,713
$
685
$
466
$
129
$
90
$
—
$
685
Total net sales for
f
the year ended December 31, 2025 increased 3% compared to the year ended December 31, 2024. Our
volumes increased 3% for the period, which primarily reflects volume growth in North America and Asia Pacific, partially
offs
f et by volume declines in Europe, compared to increased global automotive production of 4% (1% on an AWM basis). Our
net sales also reflect the impact of contractua
t
l price reductions, net of price recoveries, of $47 million, and fav
f
orable foreign
currency impacts, primarily related to the Euro.
46

Cost of Sales
f
Cost of sales is primarily comprised of material, labor
a
, manufact
f
ur
t
ing overhead, fre
f ight, flu
f ctua
t
tions in foreign currency
exchange rates, product engineering, design and development expenses, depreciation, warranty costs and other operating
expenses. Gross margin is revenue less cost of sales and gross margin percentage is gross margin as a percentage of net sales.
Cost of sales increased $498 million for
f
the year ended December 31, 2025 compared to the year ended December 31,
2024, as summarized below. The Company’s material cost of sales was appr
a
oximately 50% of net sales for both the years ended
December 31, 2025 and 2024.
Year Ended December 31,
Variance Due To:
2025
2024
Favorable/
(unfavor
f
able)
Volume (a)
FX
Operational
perfor
f
mance
Other
Total
(dollars in millions)
(in millions)
Cost of sales .................... $16,500
$16,002
$
(498)
$
(307) $
(257) $
204
$
(138) $
(498)
Gross margin................... $ 3,898
$ 3,711
$
187
$
159
$
(128) $
204
$
(48) $
187
Percentage of net sales....
19.1 %
18.8 %
(a)
Presented net of contractua
t
l price reductions for gross margin variance.
The increase in cost of sales reflects the impacts of improved operational performance, offs
f et by increased volumes and
currency exchange. Cost of sales was also impacted by the fol
f lowing items in Other above
a
:
•
$90 million of increased commodity pass-through costs;
•
Approximately $15 million of increased depreciation; and
•
Approximately $20 million of increased warranty costs.
Selling, General and Admi
d
nist
i ra
t
tive Exp
E
ense
g,
p
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(dollars in millions)
Selling, general and administrative expense ............................................................... $
1,673
$
1,465
$
(208)
Percentage of net sales ................................................................................................
8.2 %
7.4 %
Selling, general and administrative expense (“SG&A”) primarily includes administrative expenses, infor
f
mation
technology costs, incentive compensation related costs, Separation, acquisition and project portfol
f io costs and selling and
marketing expenses. SG&A increased as a percentage of net sales for the year ended December 31, 2025 compared to 2024,
primarily due to $178 million of Separation costs, long-lived asset impairment charges of approximately $7 million and
increased incentive compensation costs recorded during the year ended December 31, 2025.
Amortization
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Amortization................................................................................................................ $
208
$
211
$
3
Amortization expense refle
f cts the non-cash charge related to definite-lived intangible assets. Amortization dur
d
ing 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. Refer
f
to Note 20. Acquisitions and Divestitures to the
audited consolidated financial statements included herein for
f
further detail of our business acquisitions, including details of the
intangible assets recorded in each transaction.
In 2026, we expect to incur non-cash amortization charges of approximately $215 million.
47

Restru
t
cturing
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(dollars in millions)
Restructur
t
ing ............................................................................................................... $
185
$
193
$
8
Percentage of net sales ................................................................................................
0.9 %
1.0 %
The Company recorded employee-related and other restruc
r
turing charges totaling appr
a
oximately $185 million during the
year ended December 31, 2025, which included the recognition of approximately $37 million within the Electrical Distribution
Systems segment for programs to downsize and close European manufact
f
ur
t
ing sites, approximately $25 million related to
workforce optimization within the Advanced Safety and User Experience segment and approximately $15 million for
f
a program
initiated in the fourth quarter of 2024 focused on global salaried workfor
f
ce optimization, primarily in the European region. We
expect to make cash payments of approximately $110 million in 2026 pursuant to currently implemented restructur
t
ing
programs.
The Company recorded employee-related and other restruc
r
turing charges totaling appr
a
oximately $193 million dur
d
ing the
year ended December 31, 2024, which refle
f cted programs to align manufact
f
ur
t
ing capacity with the current levels of automotive
production in each region, and included the recognition of appr
a
oximately $25 million and $57 million for
f
programs initiated in
the fou
f
rth quarter of 2024 and 2023, respectively, focused on global salaried workfor
f
ce optimization, primarily in the North
American and European regions.
We expect to continue to incur additional restruc
r
turing expense in 2026 and beyond, primarily related to programs
focused on reduc
d
ing global overhead costs, the continued rotation of our manufact
f
ur
t
ing foot
f
pr
t
int to best cost locations in
Europe and aligning manufac
f
turing capacity with the levels of automotive production, which includes app
a
roximately $75
million (of which appr
a
oximately $40 million relates to the Electrical Distribution Systems segment, approximately $25 million
relates to the Advanced Safety and User Experience segment and approximately $10 million relates to the Engineered
Components Group segment) for appr
a
oved programs within the next twelve months. Additionally, as we continue to operate in
a cyclical industry t
r
hat is impacted by movements in the global and regional economies, we continually evaluate opportunities
to further adjust our cost structur
t
e and optimize our manufact
f
ur
t
ing foot
f
pr
t
int. The Company plans to implement additional
restructur
t
ing activities in the future, if necessary, in order to align manufact
f
ur
t
ing capacity and other costs with prevailing
regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to
increase investment in advanced technologies and engineering. Such future restructur
t
ing actions are dependent on market
conditions, customer actions and other factors.
Refer to Note 10. Restructur
t
ing to the audited consolidated financial statements included herein for
f
additional
information.
Goodwill Impai
m
rment
p
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Goodwill impairment .................................................................................................. $
648
$
—
$
(648)
Goodwill impairment for
f
the year ended December 31, 2025 reflects a non-cash, pre-tax goodwill impairment charge of
approximately $648 million related to the Wind River reporting unit. Refer to Note 7. Intangible Assets and Goodwill to the
audited consolidated financial statements included herein for
f
additional infor
f
mation.
Interest Expe
x
nse
p
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Interest expense........................................................................................................... $
361
$
337
$
(24)
48

The increase in interest expense dur
d
ing 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 offs
f et by the redemption of the $700 million in aggregate principal amount
of 2.396% senior unsecured notes (the “2.396% Senior Notes”) due
d
2025 in September 2024, the redemption of the 2015 Euro-
denominated Senior Notes in December 2024, the ful
f l repayment of the $600 million Term Loan A in the four
f
th quarter of 2024
and fir
f st quarter of 2025 and the full repayment of our €450 million European accounts receivabl
a e fact
f
oring faci
f
lity in the fir
f st
half of 2025.
Refer to Note 11. Debt to the audited consolidated financial statements included herein for
f
additional infor
f
mation.
Othe
t
r Inc
I
ome, Net
,
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Other income, net ........................................................................................................ $
50
$
41
$
9
Other income, net for
f
the year ended December 31, 2025 includes interest income of $60 million. The Company also
recorded $26 million dur
d
ing the year ended December 31, 2025 related to the components of net periodic pension and
postretirement benefit
f
cost other than service costs, as further described in Note 12. Pension Benefits
f
to the audited
consolidated financial statements included herein.
Other income, net for
f
the year ended December 31, 2024 includes interest income of $87 million. During the year ended
December 31, 2024, the Company also recorded a loss on extinguishment of debt of $15 million in conjunction with the
repayment and termination of the Bridge Credit Agreement, the redemption of the 2.396% Senior Notes and the partial
repayment on the Term Loan A, as further discussed in Note 11. Debt to the audited consolidated financial statements included
herein. The Company also recorded $26 million dur
d
ing the year ended December 31, 2024 related to the components of net
periodic pension and postretirement benefit
f
cost other than service costs, as further described in Note 12. Pension Benefits
f
to
the audited consolidated financial statements included herein.
Refer to Note 19. Other Income, Net to the audited consolidated financial statements included herein for
f
additional
information.
Net Gain on Equity Method Transactions
q
y
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Net gain on equity method transactions ...................................................................... $
46
$
605
$
(559)
Net gain on equity method transactions for the year ended December 31, 2025 includes a gain of approximately $33
million recorded as a result of the Motional fundi
f
ng transaction completed in May 2025 and a gain of approximately $13
million fro
f
m the closing of the sale of TTTech Auto AG (“TTTech Auto”) in June 2025.
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 fundi
f
ng and ownership restructur
t
ing transactions completed in May 2024, partially
offs
f et by a non-cash, pre-tax impairment charge of appr
a
oximately $36 million related to its equity method investment in
TTTech Auto.
Refer to Note 5. Investments in Affiliates to the audited consolidated financial statements included herein for
f
additional
information.
49

Income Taxe
a
s
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Income tax expense ..................................................................................................... $
700
$
223
$
(477)
The Company’s tax rate is affected by the fac
f
t that its parent entity is a Swiss resident taxpayer, and was an Irish resident
taxpayer prior to the December 2024 reorganization transaction, the tax rates in Switzerland, Ireland and other jurisdictions in
which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income
for which no tax benefit
f
or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also
impacted by the receipt of certain tax incentives and holidays that reduc
d
e the effe
f ctive tax rate for certain subs
u
idiaries below the
statut
t ory r
r
ate.
The Company’s effective tax rate was 76% and 10% for the years ended December 31, 2025 and 2024, respectively. The
effe
f ctive tax rate for the year ended December 31, 2025 includes net discrete tax expense of appr
a
oximately $380 million
primarily related to a change in valuation allowance on the Swiss tax incentive, as described below, tax accrua
r
ls associated with
the Separation of the Electrical Distribution Systems business and the tax impact of intercompany reorganizations, partially
offs
f et by changes in other valuation allowances. Also included as a discrete item in the effe
f ctive tax rate for the year ended
December 31, 2025 is the unfav
f
orable impact of approximately 32 points resulting fro
f
m the Wind River non-cash goodwill
impairment charge, as described fur
f
ther in Note 7. Intangible Assets and Goodwill to the audited consolidated financial
statements included herein, which is non-deductible for tax purpos
r
es.
The effective tax rate for the year ended December 31, 2024 includes discrete tax benefits primarily associated with
intercompany reorganizations. Also included as a discrete item in the effe
f ctive tax rate for the year ended December 31, 2024 is
the benefic
f ial impact of approximately 4 points resulting from the Motional fundi
f
ng and ownership restructur
t
ing transactions,
as described fur
f
ther in Note 5. Investments in Affiliates to the audited consolidated financial statements included herein. There
was no tax expense associated with these gains as Aptiv’s interest in Motional is exempt fro
f
m capital gains tax in the
jurisdiction in which it is owned.
On July 4, 2025, the One Big Beautiful
f
Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes changes to
U.S. tax law that were applicable to Aptiv beginning in 2025, with additional provisions applying in subs
u
equent years. Included
in these changes are favorable adju
d stments to deduc
d
tions for interest, qualifie
f d property, and research and development
expenditures, as well as reforms to the international tax framework. The OBBBA will not have a material impact on the
Company’s consolidated financial statements.
On January 15, 2025, the OECD released Administrative Guidance (the “Guidance) on Article 9.1 of the Global Anti-
Base Erosion Model Rul
R es (the “Model Rul
R es”) which amends the Pillar Two Framework (the “Framework”) previously
adopted by the European Union (the “E.U.”) Member States on December 15, 2022. Jurisdictions that have adopted the
Framework, which generally provides for
f
a minimum effec
f
tive tax rate of 15%, as established by the OECD, may implement
and administer their domestic laws consistent with the Model Rul
R es and Guidance. The Guidance eliminates the tax basis in
certain deferred tax assets including tax credit carryforwards for purpos
r
es of the global minimum tax establ
a ished under the
Framework. As a result, the Company no longer expects to obtain significant benefit
f s fro
f
m the tax incentive granted to its Swiss
subs
u
idiary in 2023, as described below. Accordingly, the Company recognized an increase to valuation allowances of $294
million to reduc
d
e the related defer
f red tax asset dur
d
ing the year ended December 31, 2025. No other defer
f red tax assets are
impacted by the Guidance.
On December 18, 2025, the Swiss Council of States passed a motion preventing the retroactive appl
a
ication of the
OECD’s 2025 Guidance on the Model Rul
R es. While this development has no immediate impact on Aptiv’s tax position, we will
continue to monitor potential implications for the recoverabi
a lity of our Swiss defer
f red tax assets associated with our Swiss tax
incentive.
In response to the Framework, during the second half of 2023, the Company initiated changes to its corporate entity
structur
t
e, including intercompany transfer
f s of certain intellectual property to one of its subs
u
idiaries in Switzerland.
Furthermore, during the third quarter of 2023, the Company’s Swiss subs
u
idiary was granted a ten-year tax incentive, beginning
in 2024. The measurement of certain defer
f red tax assets and associated income tax benefit
f s resulting fro
f
m these transactions
was impacted by tax legislation in Switzerland enacted in the fourth quarter of 2023, which increased the statutory income tax
rate, resulting in additional defer
f red tax benefit impacts, net of valuation allowances. During the year ended December 31,
2023, the total income tax benefit
f
recorded as a result of the intercompany transfer
f s of intellectua
t
l property and tax incentive,
all as described above, combined with other related additional current year tax expense as a result of the transactions, was
approximately $2,080 million.
50

The Company has proactively responded to these tax policy changes, as described above
a
, and will continue to closely
monitor developments. Our effe
f ctive tax rate for the year ended December 31, 2025 includes an unfav
f
orable impact from the
enacted Framework.
Refer to Note 14. Income Taxes to the audited consolidated financial statements included herein for
f
additional
information.
Equity Loss
q
y
Year Ended December 31,
2025
2024
Favorable/
(unfavor
f
able)
(in millions)
Equity loss, net of tax.................................................................................................. $
38
$
118
$
80
Equity loss, net of tax reflects the Company’s interest in the results of ongoing operations of entities accounted for as
equity method investments. 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 fro
f
m 50% to
approximately 13% as a result of the Motional fundi
f
ng and ownership restructur
t
ing transactions that were completed in May
2024 and May 2025. Refer to Note 5. Investments in Affiliates to the audited consolidated financial statements included herein
for additional infor
f
mation.
Results of Operations by Segment
In connection with the Separation, as further described in Note 26. Separation of Electrical Distribution Systems to the
audited consolidated financial statements included herein, in the fir
f st quarter of 2025, Aptiv realigned its business into three
reportabl
a e operating segments:
•
Advanced Safety and User Experience, which includes platfor
f
ms and modular offe
f rings, such as intelligent sensors,
high-performance compute, and advance softw
f
are tools and services.
•
Engineered Components Group, which includes 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, which includes a full range of low voltage and high voltage power, signal and data
distribution solutions needed to deliver fully integrated, cost-optimized architectur
t
es. As described in Note 26.
Separation of Electrical Distribution Systems, the Company is pursuing a separation of the Electrical Distribution
Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a
tax-free spin-off t
f
o its shareholders.
•
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses
and income of a non-operating or strategic nature.
Prior period amounts were adjusted retrospectively to refle
f ct the change in reportabl
a e operating segments, consistent with
the current year presentation, throughout the audited consolidated financial statements contained herein.
Generally, Aptiv evaluates segment performance based on stand-alone segment net income before interest expense, other
income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructur
t
ing, Separation
costs related to the planned spin-off o
f
f the Electrical Distribution Systems business, other acquisition and portfol
f io project costs
(which includes costs incurred to integrate acquired businesses and to plan and execute product portfol
f io transfor
f
mation
actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation
expense related to acquisitions and gains (losses) on business divestitures and other transactions (“Adju
d sted Operating
Income”).
Our management utilizes Adju
d sted Operating Income as the key performance measure of segment income or loss to
evaluate segment performance, and for planning and for
f
ecasting purpos
r
es to allocate resources to the segments, as management
believes this measure is most refle
f ctive of the operational profitabi
a lity or loss of our operating segments. Segment Adjusted
Operating Income should not be considered a substitut
t e for
f
results prepared in accordance with U.S. GAAP and should not be
considered an alternative to net income attributable to Aptiv, which is the most directly comparable financial measure to
Adju
d sted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adju
d sted Operating Income, as
determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.
51

Refer to Note 22. Segment Reporting to the audited consolidated fin
f ancial statements included herein for
f
additional
information.
Net sales, gross margin as a percentage of net sales and Adjusted Operating Income by segment for the years ended
December 31, 2025 and 2024 are as fol
f lows:
Net Sal
S es by Segm
e
ent
Year Ended December 31,
Variance Due To:
2025
2024
Favorable/
(unfavor
f
able)
Volume, net of
contractual
price
reductions
FX
Commodity
Pass-
through
Other
Total
(in millions)
(in millions)
Advanced Safety and User
Experience ........................... $
5,792
$
5,791
$
1
$
(21) $
22
$
—
$
—
$
1
Engineered Components
Group ...................................
6,662
6,384
278
213
61
4
—
278
Electrical Distribution
Systems................................
8,818
8,309
509
373
52
84
—
509
Eliminations and Other............
(874)
(771)
(103)
(99)
(6)
2
—
(103)
Total.................................... $ 20,398
$ 19,713
$
685
$
466
$ 129
$
90
$
—
$
685
Gross Mar
M
gi
r n Percentage by Segm
e
ent
Year Ended December 31,
2025
2024
Advanced Safety and User Experience ................................................................................................
18.7 %
19.0 %
Engineered Components Group............................................................................................................
26.0 %
25.6 %
Electrical Distribution Systems ............................................................................................................
12.2 %
11.7 %
Total .................................................................................................................................................
19.1 %
18.8 %
Adju
d sted Operating Inc
I
ome by S
b
eg
S
me
g
nt
Year Ended December 31,
Variance Due To:
2025
2024
Favorable/
(unfavor
f
able)
Volume, net of
contractual
price
reductions
Operational
perfor
f
mance
Other
Total
(in millions)
(in millions)
Advanced Safety and User
Experience.............................. $
658
$
714
$
(56)
$
28
$
41
$
(125) $
(56)
Engineered Components Group. $
1,129
$
1,073
$
56
$
55
$
82
$
(81) $
56
Electrical Distribution Systems . $
674
$
579
$
95
$
76
$
81
$
(62) $
95
As noted in the tabl
a e above
a
, Adjusted Operating Income for the year ended December 31, 2025 as compared to the year
ended December 31, 2024 was impacted by operational performance, volume, including product mix, as well as the impacts of
contractua
t
l price reductions, net of price recoveries, of $47 million. Adju
d sted Operating Income was also impacted by the
following items included within Other in the table above:
•
$143 million of unfav
f
orable foreign currency impacts, primarily related to the Mexican Peso;
•
Approximately $75 million of increased SG&A expense, including increased incentive compensation costs, excluding
the impact of Separation costs and other acquisition and portfol
f io project costs;
•
Approximately $30 million of increased depreciation, primarily as a result of a higher fix
f ed asset base; and
•
$20 million of increased warranty costs.
52

Liquidity and Capital Resources
Overview of Capi
a ta
i l Str
S ucture
Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working
capital requirements, as well as to fund debt service requirements, operational restruc
r
turing and Separation activities. Our
primary sources of liquidity are cash flo
f ws from operations, our existing cash balance, and as necessary and availabl
a e,
borrowings under credit fac
f
ilities and issuance of long-term debt and equity. To the extent we generate discretionary cash flo
f w
we may consider using this additional cash flo
f w for
f
optional prepayments of existing indebtedness, strategic acquisitions or
investments, additional share repurchases and/or general corpo
r
rate purpos
r
es. We also continually explore ways to enhance our
capital struc
r
ture.
As of December 31, 2025, we had cash and cash equivalents of $1.9 billion and net debt (defined as outstanding debt less
cash and cash equivalents) of $5.7 billion. We also have access to additional liquidity pursuant to the terms of the $2.0 billion
Revolving Credit Facility and the committed European accounts receivabl
a e fact
f
oring faci
f
lity, as described below. The fol
f lowing
tabl
a e summarizes our availabl
a e liquidity, which includes cash, cash equivalents and funds availabl
a e under our significant
committed credit fac
f
ilities, as of December 31, 2025.
December 31,
2025
(in millions)
Cash and cash equivalents...................................................................................................................................... $
1,851
Revolving Credit Facility, unutilized portion (1) ...................................................................................................
1,998
Committed European accounts receivabl
a e fact
f
oring faci
f
lity, unutilized portion (2)..............................................
529
Total availabl
a e liquidity ..................................................................................................................................... $
4,378
(1)
Availabi
a lity reduced by $2 million in letters of credit issued under the Credit Agreement as of December 31, 2025.
(2)
Based on December 31, 2025 foreign currency rates, subject to the availabi
a lity of eligible accounts receivabl
a e.
We expect existing cash, availabl
a e liquidity and cash flo
f ws from operations to continue to be sufficient to fund
f
our global
operating activities, including restructur
t
ing payments, capital expenditures, debt obligations and Separation activities. In
addition, we expect to continue to repurchase outstanding ordinary shares pursuant to our authorized ordinary share repurchase
program, as fur
f
ther described below.
We also continue to expect to be able to move funds between diffe
f rent countries to manage our global liquidity needs
without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including
dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds
f
necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subs
u
idiaries to pay
dividends or make other distributions to Aptiv. As of December 31, 2025, the Company’s cash and cash equivalents held by our
non-U.S. subs
u
idiaries totaled appr
a
oximately $1.8 billion. If additional non-U.S. cash was needed for our U.S. operations, we
may be required to accrue and pay withholding if we were to distribute such funds
f
from non-U.S. subs
u
idiaries to the U.S.;
however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue
r
and pay such additional
amounts.
Based on these factors, we believe we possess sufficient liquidity to fund our global operations and capital investments in
2026 and beyond.
Share Repu
e
rchase Programs
In July 2024, the Board of Directors authorized a share repurchase program of up to $5.0 billion of ordinary s
r
hares, which
commenced in August 2024 following completion of the Company’s $2.0 billion January 2019 share repurchase program. This
share repurchase program provides for
f
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.
As part of the Company’s share repurchase program, on August 1, 2024, the Company entered into ASR agreements with
each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv’s
ordinary shares (the “ASR Agreements”).
Under the terms of the ASR Agreements, on August 2, 2024, the Company made an aggregate payment of $3.0 billion
(the “Repurchase Price”) and received initial deliveries of appr
a
oximately 30.8 million ordinary s
r
hares with a value of $2.25
billion, which were retired immediately and recorded as a reduc
d
tion to shareholders’ equity. Aptiv incurred appr
a
oximately $4
53

million of direct costs in connection with the ASR Agreements. Given the Company’s abi
a lity to settle in shares, the remaining
$750 million prepaid forward contract was classified as a reduc
d
tion to additional paid-in capital as of December 31, 2024.
The Company initially funded the accelerated share repurchase program with cash on hand and borrowings under the
Bridge Credit Agreement. The Bridge Credit Agreement was subs
u
equently repaid and terminated during the third quarter of
2024 using proceeds fro
f
m the Term Loan A and issuance of the 2024 Senior Notes and 2024 Junior Notes, as further described
in Note 11. Debt to the audited consolidated financial statements included herein.
During the year ended December 31, 2025, upon final settlements under the ASR Agreements, Aptiv received incremental
deliveries of appr
a
oximately 17.7 million ordinary s
r
hares. All shares delivered to Aptiv under the ASR Agreements were retired
immediately. Under the ASR Agreements, the Company received total deliveries of appr
a
oximately 48.5 million ordinary shares
at an average price of $61.84 per share, based on the daily volume-weighted average price of our ordinary shares on specifie
f d
dates dur
d
ing the terms of the ASR Agreements, less a discount and subje
b ct to adju
d stments pursuant to the terms and conditions
of the ASR Agreements. During the year ended December 31, 2025, the Company also repurchased approximately 5.1 million
of our outstanding ordinary shares for $400 million in the open market.
During the year ended December 31, 2024, in addition to the initial shares received under the ASR program, we
repurchased approximately 13.6 million of our outstanding ordinary shares for $1,100 million in the open market.
During the year ended December 31, 2023, we repurchased approximately 4.7 million of our outstanding ordinary shares
for $398 million in the open market.
As of December 31, 2025, approximately $2,115 million of share repurchases remained availabl
a e under the July 2024
share repurchase program. All previously repurchased shares were retired and are reflected as a reduc
d
tion of ordinary s
r
hare
capital for
f
the par value of the shares, with the excess appl
a
ied as reduc
d
tions to additional paid-in-capital and retained earnings.
Dividends f
d
ro
f
m Equity Investme
t
ntst
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 reduc
d
tion to the investment and
represented a return on investment included in cash flo
f ws from operating activities.
Acquisitions, D
s
ivestitu
i
res and Othe
t
r Tra
T
nsactions
In April 2025, one of Aptiv’s wholly-owned subs
u
idiaries completed the sale of certain assets (net of certain liabilities) that
were previously reported within the Advanced Safety and User Experience segment for net cash proceeds of appr
a
oximately $4
million. As a result of the sale, the Company recognized a pre-tax gain of approximately $5 million dur
d
ing the year ended
December 31, 2025, within cost of sales in the consolidated statements of operations.
The Company had no other business acquisitions or divestitur
t
es during the years ended December 31, 2025 and 2024.
Höhl
H
e Ltd.d —On April 3, 2023, Aptiv acquired 100% of the equity interests of Höhle Ltd. (“Höhle”), a manufac
f
turer of
microducts, for
f
total consideration of $42 million. The results of operations of Höhle are reported within the Engineered
Components Group segment fro
f
m the date of acquisition. The Company acquired Höhle utilizing cash on hand.
Sale of I
o
nt
I erest in Maj
M ority Owned Russian Subsidiary—G
y
iven the sanctions put in place by the E.U., U.S. and other
governments, which restrict our ability to conduct business in Rus
R
sia, we initiated a plan in the second quarter of 2022 to exit
our 51% owned subsidiary in Russia. As a result, the Company determined that this subs
u
idiary, which was reported within the
Electrical Distribution Systems segment, initially met the held for sale criteria as of June 30, 2022. Consequently, dur
d
ing the
year ended December 31, 2022, the Company recorded a pre-tax charge of $51 million to impair the carrying value of the
Russian subs
u
idiary’s net assets to fair value.
On May 30, 2023, the Company completed the sale of its entire interest in the Rus
R
sian subs
u
idiary to JSC Samara Cables
Company, the sole minority shareholder in the Russian subsidiary, for
f
a nominal amount in exchange for all of the Company’s
shares in the subsidiary. As a result of this transaction, the net assets held for sale of the Russian subs
u
idiary were deconsolidated
from the Company’s consolidated financial statements and the Company did not record any incremental gain or loss resulting
from this disposition. Furthermore, losses relating to the Russian subs
u
idiary during the held for sale period were de minimis.
The for
f
mer Rus
R
sian subs
u
idiary is not considered to be a related party of the Company after deconsolidation.
Investment in Str
S adVis
V ion, Inc.—On October 20, 2025, Aptiv entered into an agreement with StradVision, Inc.
(“StradVision”), a provider of deep learning-based camera perception softw
f
are for
f
automotive appl
a
ications, to convert the
Company’s existing preferred shares in StradVision into common shares (the “Conversion”), resulting in a common equity
interest of approximately 41% in StradVision. Aptiv previously made KRW-denominated investments in StradVision totaling
approximately $40 million in the fir
f st half of 2025 and appr
a
oximately $108 million in prior years (using for
f
eign currency rates
on the date of the respective investments).
54

Prior to the Conversion, due to the Company’s redemption rights, the Company’s investment in StradVision was
classified as an availabl
a e-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in
fair value recorded in other comprehensive income. The fair value of the availabl
a e-for-sale debt security on the Conversion date
was appr
a
oximately $149 million. Following the Conversion, Aptiv began accounting for
f
its investment in StradVision under the
equity method. The investment was reclassified to investments in affiliates in the consolidated balance sheets and is included in
the Advanced Safety and User Experience segment.
Motional Joint Ven
V
ture Funding and Ownership R
i
estructuring Transactions—On April 19, 2024, Aptiv and Hyundai
Motor Group (“Hyundai”) entered into an agreement to restruc
r
ture Aptiv’s ownership interest in Motional and for Hyundai to
provide additional fundi
f
ng to Motional, each as described below. Prior to these transactions, Motional was 50% owned by each
of Aptiv and Hyundai.
As part of the agreement, on May 2, 2024, Hyundai invested $475 million in Motional in exchange for additional
common equity interests. Aptiv did not participate in this fun
f
ding round. This transaction resulted in the dilution of Aptiv’s
common equity interest in Motional fro
f
m 50% to approximately 44%, prior to the completion of any further transactions as
described below. As these units were issued at a valuation greater than the carrying value of our investment in Motional, the
Company recognized a gain of appr
a
oximately $91 million during the year ended December 31, 2024, within net gain on equity
method transactions in the consolidated statements of operations.
Also as part of the agreement, on May 16, 2024, Aptiv sold 11% of its common equity interest in Motional to Hyundai
for appr
a
oximately $448 million of cash consideration. Aptiv also exchanged appr
a
oximately 21% of its common equity in
Motional for
f
a like number of Motional preferred shares. These transactions resulted in the reduction of Aptiv’s common equity
interest in Motional fro
f
m appr
a
oximately 44% to approximately 15%. As a result of these transactions, the Company recognized
a gain of appr
a
oximately $550 million dur
d
ing the year ended December 31, 2024, within net gain on equity method transactions
in the consolidated statements of operations.
The total gain recorded as a result of the Motional fun
f
ding and ownership restructur
t
ing transactions completed in May
2024, all as described above, was approximately $641 million (approximately $2.50 per diluted share) for the year ended
December 31, 2024.
On May 30, 2025, Hyundai invested appr
a
oximately $440 million in Motional in exchange for additional common equity
interests. Aptiv did not participate in this fundi
f
ng round. This transaction resulted in the dilution of Aptiv’s common equity
interest in Motional fro
f
m appr
a
oximately 15% as of March 31, 2025 to approximately 13% as of December 31, 2025. As a result
of this transaction, the Company recognized a gain of app
a
roximately $33 million (approximately $0.15 per diluted share) dur
d
ing
the year ended December 31, 2025, within net gain on equity method transactions in the consolidated statements of operations.
Investment in TTTe
T
ch Auto AG—O
G
n March 15, 2022, Aptiv acquired appr
a
oximately 20% of the equity interests of
TTTech Auto, a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and
autonomous driving appl
a
ications, for
f
€200 million (approximately $220 million, using for
f
eign currency rates on the investment
date).
In 2024, the shareholders of TTTech Auto entered into an agreement for the sale of 100% of TTTech Auto to an unrelated
third party, and as a result, the Company determined there was an other-than-temporary i
r
mpairment to its equity method
investment in TTTech Auto in the four
f
th quarter of 2024 based on the anticipated acquisition value of TTTech Auto. During the
year ended December 31, 2024, the Company’s equity investment in TTTech Auto was written down to its estimated fai
f r value
of $147 million, resulting in a non-cash, pre-tax impairment charge of appr
a
oximately $36 million within net gain on equity
method transactions in the consolidated statements of operations.
The impairment was based on the fair value of the investment at the balance sheet date. The fair value was determined
based on the contractua
t
l sales price of TTTech Auto pursuant to the executed purchase and sale agreement. Contractua
t
l sales
prices are considered observabl
a e inputs other than quoted prices, and are therefore classified as a Level 2 measurement.
The sale of TTTech Auto closed in June 2025, resulting in net cash proceeds to Aptiv of $164 million. As a result of the
sale, the Company recognized a gain of appr
a
oximately $13 million dur
d
ing the year ended December 31, 2025, within net gain
on equity method transactions in the consolidated statements of operations, which includes accumulated currency translation
adju
d stment impacts of $6 million. Following completion of the sale, Aptiv no longer holds an equity interest in TTTech Auto
and accordingly reduc
d
ed the carrying value of the investment to zero in the consolidated balance sheet.
Technology Investme
t
ntst —During the year ended December 31, 2025, the Company sold its Valens Semiconductor Ltd.
ordinary shares for net proceeds of appr
a
oximately $6 million and its Smart Eye AB ordinary shares for net proceeds of
approximately $6 million.
In September 2024, the Company’s Advanced Safety and User Experience segment made an investment totaling
approximately 399 million Chinese Yuan Renminbi (“RMB”) (approximately $57 million, using for
f
eign currency rates on the
55

investment date) in preferred equity of MAXIEYE Automotive Technology (Ningbo) Co., Ltd. (“Maxieye”), a provider of
advanced driver-assistance systems and autonomous driving app
a
lications. Due to the Company’s redemption rights, the
Company’s investment in Maxieye is classified as an availabl
a e-for-sale debt security within other long-term assets in the
consolidated balance sheets, with changes in fai
f r value recorded in other comprehensive income. The Company also agreed to
invest an additional 171 million RMB (approximately $24 million, using December 31, 2025 foreign currency rates) in
prefer
f red 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. Investments in Affiliates to the audited consolidated financial statements included herein for
f
further
detail of the Company’s investments.
Credit
d
Agreement
Aptiv PLC and its wholly-owned subs
u
idiaries Aptiv LLC (for
f
merly known as Aptiv Corporation) and Aptiv Global
Financing Designated Activity Company (“AGF DAC”) entered into a credit agreement (the “Credit Agreement”) with, among
others, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior
unsecured credit fac
f
ility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). AGF
DAC and Aptiv LLC are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by
each of the other borrowers, Aptiv PLC and Aptiv Swiss Holdings.
The Credit Agreement was entered into in March 2011 and has been subs
u
equently amended and restated on several
occasions, most recently on March 31, 2025 (the “March 2025 amendment”). The March 2025 amendment, among other things,
(1) refin
f anced and replaced the revolver with a new five-year revolving credit facility with aggregate commitments of $2
billion, and (2) removed provisions from the June 2021 amendment for
f
sustainabi
a lity-linked rate adjustments. The Revolving
Credit Facility matur
t
es on March 31, 2030. The Credit Agreement also contains an uncommitted accordion feat
f
ur
t
e that permits
Aptiv to increase, from time to time, on customary terms and conditions, the aggregate borrowing capacity under the Credit
Agreement by up t
u
o an additional $1 billion upon
u
Aptiv’s request, the agreement of the lenders participating in the increase, and
the appr
a
oval of the Administrative Agent. Borrowings under the Credit Agreement are revolving in nature and may be made
and prepaid from time to time at Aptiv’s option without premium or penalty, in accordance with the terms and conditions of the
Credit Agreement. The March 2025 amendment also required that Aptiv pay amendment fees
f
of $5 million dur
d
ing the year
ended December 31, 2025, which are reflected as a fin
f ancing activity in the consolidated statements of cash flo
f ws.
As of December 31, 2025, Aptiv had no amounts outstanding under the Revolving Credit Facility and appr
a
oximately $2
million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduc
d
e
availabi
a lity under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base
Rate (“ABR” as defined in the Credit Agreement) or (b) SOFR plus in either case a percentage per annum as set for
f
th in the
tabl
a e below (the “Applicable Rate”). The rates under the Credit Agreement on the specified dates are set for
f
th below:
December 31, 2025
December 31, 2024
SOFR plus
ABR plus
SOFR plus
ABR plus
Revolving Credit Facility .....................................................
1.125 %
0.125 %
1.06 %
0.06 %
The Applicable Rate under the Credit Agreement, as well as the fac
f
ility fee, may increase or decrease fro
f
m time to time
based on changes in the Company’s credit ratings. Accordingly, the interest rate is subject to fluctuation dur
d
ing the term of the
Credit Agreement based on changes in the ABR, SOFR and changes in the Company’s corpor
r
ate credit ratings. The Credit
Agreement also requires that Aptiv pay certain facility fees
f
on the Revolving Credit Facility, which are also subject to
adju
d stment based on certain letter of credit issuance and fro
f
nting fees
f
.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s
subs
u
idiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition,
the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total
Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for
four full fiscal quarters fol
f lowing completion of material acquisitions, as defin
f ed in the Credit Agreement).
The Credit Agreement also contains events of default customary for fin
f ancings of this type. The Company was in
compliance with the Credit Agreement covenants as of December 31, 2025.
Term Loan A Cre
C
dit A
i
greement
On August 19, 2024, Aptiv PLC and its wholly-owned subs
u
idiaries AGF DAC and Aptiv LLC entered into a senior
unsecured term loan A credit agreement (the “Term Loan A Credit Agreement”) with, among others, JPMorgan Chase Bank,
56

N.A., as Administrative Agent, under which it maintained a senior unsecured credit faci
f
lity consisting of a term loan (the “Term
Loan A”) in aggregate principal amount of $600 million. Aptiv incurred appr
a
oximately $2 million of issuance costs in
connection with the Term Loan A.
As described above
a
, proceeds fro
f
m the Term Loan A were used to repay a portion of the loans incurred under the Bridge
Credit Agreement dur
d
ing the three months ended September 30, 2024. This transaction was accounted for as a modification of
debt in accordance with ASC Topic 470-50, Debt Modifi
i cations and Extinguish
i
mentst . Accordingly, a pro-rata portion of the
unamortized fees from the Bridge Credit Agreement in the amount of $4 million was transfer
f red to the Term Loan A and,
together with the $2 million of direct issuance costs refer
f enced above, were amortized to interest expense over the term of the
Term Loan A.
During the four
f
th quarter of 2024, the Company repaid $350 million of the outstanding principal balance on the Term
Loan A, utilizing cash on hand. During the fir
f st quarter of 2025, the Company fully repaid the remaining outstanding principal
balance of $250 million on the Term Loan A utilizing cash on hand, and recognized a loss on debt extinguishment of
approximately $2 million during the year ended December 31, 2025 within other income, net in the consolidated statements of
operations.
The Term Loan A had a maturity date of August 19, 2027. Prior to its repayment, borrowings under the Term Loan A
Credit Agreement were prepayabl
a e at Aptiv’s option without premium or penalty. No principal payment was required until the
maturity date.
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 for
f
th in the table below (the “Term Loan Applicable Rate”). The rates under the Term
Loan A Credit Agreement on the specified dates are set for
f
th below:
December 31, 2025
December 31, 2024
SOFR plus
ABR plus
SOFR plus
ABR plus
Term Loan A.........................................................................
N/A
N/A
1.250 %
0.250 %
Spin-off
o
Fina
i
ncing
Versigent Limited (“Versigent”), a wholly owned subsidiary o
r
f Aptiv, was formed in connection with the Separation as a
holding company to directly or indirectly own substantially all of the operating subsidiaries of the Electrical Distribution
Systems business and to issue debt. Cyprium Corpora
r
tion (“Cyprium U.S.”), a wholly owned U.S. subsidiary of the Company,
and Cyprium Holdings Luxembourg S.a.r.l. (“Cyprium Luxembourg”), a wholly owned Luxembourg subsidiary of the
Company, both of which will become wholly owned subsidiaries of Versigent upon
u
completion of the Separation, were also
formed for the same purpos
r
es.
Spin-off C
f
re
C
dit Agreement—I
t
n November 2025, Versigent, Cyprium U.S. and Cyprium Luxembourg entered into a credit
agreement (the “Spin-Off Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, with respect to $1.35
billion in senior secured credit faci
f
lities. The Credit Agreement consists of a senior secured fiv
f e-year $500 million term loan
facility (the “Spin-Off Term Loan A Facility”) and an $850 million fiv
f e-year senior secured revolving credit facility (the “
Spin-Off Revolving Credit Facility”) (collectively, the “Spin-Off Credit Facilities”) with the lenders party thereto and
JPMorgan Chase Bank, N.A.
The Spin-Off C
f
redit Facilities are expected to become availabl
a e to Versigent no later than the date of the Separation,
subj
u ect to the satisfaction of certain conditions customary f
r
or
f
financings of this type. Accordingly, no amounts were drawn or
availabl
a e to be drawn under the Spin-Off Credit Facilities as of December 31, 2025.
Cyprium U.S. and Cyprium Luxembourg are each borrowers under the Spin-Off Credit Agreement, under which such
borrowings would be guaranteed by Versigent and certain of its subsidiaries. Additional subsidiaries of Versigent may be added
as co-borrowers or guarantors under the Spin-Off Credit Agreement fro
f
m time to time on the terms and conditions set for
f
th in
the Spin-Off C
f
redit Agreement. The obligations of each borrower under the Spin-Off Credit Agreement will be jointly and
severally guaranteed by each other borrower and by certain of Versigent’s existing and future direct and indirect subs
u
idiaries,
subj
u ect to certain exceptions customary f
r
or
f
financings of this type. All obligations of the borrowers and the guarantors will be
secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock
in Cyprium U.S. and Cyprium Luxembourg.
57

Senior and Juni
J
or Unsecured Not
N es
t
As of December 31, 2025, the Company had the following senior and junior unsecured notes issued and outstanding:
Aggregate Principal
Amount
(in millions)
Stated Coupon
Rate
Issuance Date
Maturity Date
Interest Payment Date
$
587
1.60%
September 2016
September 2028
September 15
$
266
4.35%
March 2019
March 2029
March 15 and September 15
$
401
4.65%
September 2024
September 2029
March 13 and September 13
$
717
3.25%
Februa
r
ry 2022
March 2032
March 1 and September 1
$
516
5.15%
September 2024
September 2034
March 13 and September 13
$
880
4.25%
June 2024
June 2036
June 11
$
300
4.40%
September 2016
October 2046
April 1 and October 1
$
350
5.40%
March 2019
March 2049
March 15 and September 15
$
1,500
3.10%
November 2021
December 2051
June 1 and December 1
$
1,000
4.15%
Februa
r
ry 2022
May 2052
May 1 and November 1
$
550
5.75%
September 2024
September 2054
March 13 and September 13
$
500
6.875% (1)
September 2024
December 2054
June 15 and December 15
(1)
Represents fix
f ed-to-fixed reset rate junior subor
u
dinated unsecured notes.
In 2025, Aptiv redeemed $300 million aggregate principal amount of certain senior notes for cash consideration of $298
million, and recognized a net gain on debt extinguishment of approximately $1 million dur
d
ing the year ended December 31,
2025 within other income, net in the consolidated statements of operations.
Although the specific terms of each indentur
t
e governing each series of senior and junior notes vary, the senior indentur
t
es
contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subs
u
idiaries’) ability to incur liens, enter
into sale and leaseback transactions and merge with or into other entities. As of December 31, 2025, the Company was in
compliance with the provisions of all series of the outstanding senior and junior notes. Refer
f
to Note 11. Debt to the audited
consolidated financial statements included herein for
f
additional infor
f
mation.
Guarantor Summarize
i
d Fin
F
ancial Info
n
rmatio
t n
As further described in Note 11. Debt to the audited consolidated financial statements included herein, Aptiv LLC and
AGF DAC are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by each of the
other borrowers, Aptiv PLC and Aptiv Swiss Holdings. Old Aptiv issued the 2016 Euro-denominated Senior Notes, 2016
Senior Notes, 2019 Senior Notes and 2021 Senior Notes. In Februa
r
ry 2022, Aptiv LLC and AGF DAC were added as
guarantors on each series of outstanding senior notes previously issued by Old Aptiv. AGF DAC was added as a joint and
several co-issuer of the 2021 Senior Notes in December 2021, effe
f ctive as of the date of issuance. Old Aptiv and Aptiv LLC
jointly issued the 2022 Senior Notes, which are guaranteed by AGF DAC. In 2024, Old Aptiv and AGF DAC co-issued the
2024 Euro-denominated Senior Notes, the 2024 Senior Notes, and the 2024 Junior Notes, which are all guaranteed by Aptiv
LLC. 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. Together, Aptiv PLC, Aptiv LLC, AGF DAC and Aptiv Swiss Holdings
comprise the “Obligor Group.” All other consolidated direct and indirect subs
u
idiaries of Aptiv PLC are not subj
u ect to any
guarantee under any series of notes outstanding (the “Non-Guarantors”). The guarantees rank equally in right of payment with
all of the guarantors’ existing and fut
f ur
t
e senior indebtedness, are effectively subordinated to any of their existing and future
secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structur
t
ally subor
u
dinated to
the indebtedness of each of their existing and future subs
u
idiaries that is not a guarantor.
The below summarized financial infor
f
mation is presented on a combined basis after the elimination of intercompany
balances and transactions among the Obligor Group and equity in earnings from and investments in the Non-Guarantors. The
below summarized fin
f ancial information should be read in conjunction with the Company’s audited consolidated financial
statements included herein, as the fin
f ancial information may not necessarily be indicative of results of operations or financial
position had the subsidiaries operated as independent entities.
58

Obligor Group
Year Ended December 31, 2025
(in millions)
Net sales ................................................................................................................................................................ $
—
Gross margin......................................................................................................................................................... $
—
Operating loss ....................................................................................................................................................... $
(399)
Net loss.................................................................................................................................................................. $
(595)
Net loss attributable to Aptiv ................................................................................................................................ $
(595)
As of December 31, 2025
Current assets (1)................................................................................................................................................... $
5,827
Long-term assets (1).............................................................................................................................................. $
840
Current liabi
a lities (2)............................................................................................................................................. $
5,673
Long-term liabi
a lities (2)........................................................................................................................................ $
7,687
Noncontrolling interest.......................................................................................................................................... $
—
As of December 31, 2024
Current assets (1)................................................................................................................................................... $
6,969
Long-term assets (1).............................................................................................................................................. $
692
Current liabi
a lities (2)............................................................................................................................................. $
5,683
Long-term liabi
a lities (2)........................................................................................................................................ $
8,126
Noncontrolling interest.......................................................................................................................................... $
—
(1)
Includes current assets of $4,858 million and $6,212 million, and long-term assets of $770 million and $687 million, due from Non-Guarantors as of
December 31, 2025 and December 31, 2024, respectively.
(2)
Includes current liabi
a lities of $5,577 million and $5,481 million, and long-term liabi
a lities of $226 million and $226 million, due to Non-Guarantors as of
December 31, 2025 and December 31, 2024, respectively.
Othe
t
r Fin
F
ancing
i
Receivable fac
f
toring—A
g
ptiv maintains a €450 million European accounts receivabl
a e fac
f
toring facility that is availabl
a e on
a committed basis and allows for fact
f
oring of receivabl
a es denominated in both Euros and U.S. dollars (“USD”). This facility is
accounted for as short-term debt and borrowings are subject to the availabi
a lity of eligible accounts receivabl
a e. Collateral is not
required related to these trade accounts receivabl
a e. This facility became effective on January 1, 2021 and had an initial term of
three years, and was renewed for
f
an additional three-year term, effective November 2023, subj
u ect to Aptiv’s right to terminate
at any time with three months’ notice. Afte
f r expiration of the new three-year term, either party can terminate with three months’
notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interba
r
nk Offe
f red Rate
(“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month SOFR plus 0.68%, with borrowings under either
denomination carrying a minimum interest rate of 0.20%. As of December 31, 2025, Aptiv had no amounts outstanding under
the European accounts receivable factoring faci
f
lity. As of December 31, 2024, Aptiv had appr
a
oximately $450 million
outstanding under the European accounts receivabl
a e fac
f
toring facility. The maximum amount drawn under the European
accounts receivabl
a e fac
f
toring facility during the year ended December 31, 2025 was $450 million, primarily to manage intra-
month working capital requirements.
Finance leases and othe
t
r—A
r
s of December 31, 2025 and 2024, approximately $86 million and $64 million, respectively,
of other debt primarily issued by certain non-U.S. subs
u
idiaries and fin
f ance lease obligations were outstanding.
Letter of c
o
redit fac
f
ilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had app
a
roximately
$3 million and $4 million outstanding through other letter of credit faci
f
lities as of December 31, 2025 and 2024, respectively,
primarily to suppor
u
t arrangements and other obligations at certain of its subs
u
idiaries.
59

Contra
t
ctual Com
C
mitme
t
ntst
The fol
f lowing tabl
a e summarizes our expected cash outflows resulting fro
f
m fin
f ancial contracts and commitments as of
December 31, 2025, with amounts denominated in foreign currencies translated using foreign currency rates as of December 31,
2025. We have not included infor
f
mation on our recurring purchases of materials for
f
use in our manufact
f
ur
t
ing operations. These
amounts are generally consistent from year to year, closely reflect our levels of production, and are not long-term in nature. The
amounts below exclude the gross liabi
a lity for uncertain tax positions of $246 million as of December 31, 2025. We do not
expect a significant payment related to these obligations to be made within the next twelve months. We are not able to provide a
reasonabl
a y reliabl
a e estimate of the timing of fut
f ur
t
e payments relating to the non-current portion of obligations associated with
uncertain tax positions. For more information, refer to Note 14. Income Taxes to the audited consolidated financial statements
included herein.
Payments due by Period
Total
2026
2027 & 2028
2029 & 2030
Thereafter
(in millions)
Debt and fin
f ance lease obligations (excluding interest)......... $
7,653
$
81
$
590
$
668
$
6,314
Estimated interest costs related to debt and finance lease
obligations ..........................................................................
5,822
316
628
566
4,312
Operating lease obligations....................................................
602
160
231
108
103
Contractua
t
l commitments for
f
capital expenditures................
183
182
1
—
—
Other contractual purchase commitments, including
information technology.......................................................
662
242
249
108
63
Total................................................................................... $
14,922
$
981
$
1,699
$
1,450
$
10,792
In addition to the obligations discussed above
a
, certain of our non-U.S. subs
u
idiaries sponsor defined benefit
f
pension plans,
some of which are funded. We have minimum fun
f
ding requirements with respect to certain of our pension obligations and may
periodically elect to make discretionary contributions to the plans in suppor
u
t of risk management initiatives. We will also have
payments due with respect to our other postretirement benefit
f
obligations. We do not fund our other postretirement benefit
f
obligations and payments are made as costs are incurred by covered retirees. Refer
f
to Note 12. Pension Benefits
f
to the audited
consolidated financial statements included herein for
f
additional detail regarding our expected contributions to our pension plans
and expected distributions to participants in future periods.
Capi
a ta
i l Expe
E
nditu
d
res
Suppl
u
ier selection in the automotive industry i
r
s generally finalized several years prior to the start of production of the
vehicle. Therefor
f
e, current capital expenditures are based on customer commitments entered into previously, generally several
years ago when the customer contract was awarded. As of December 31, 2025, we had appr
a
oximately $183 million in
outstanding cancellable and non-cancellabl
a e capital commitments. Capital expenditures by operating segment and geographic
region for the periods presented were:
Year Ended December 31,
2025
2024
2023
(in millions)
Advanced Safety and User Experience ........................................................... $
157
$
201
$
207
Engineered Components Group ......................................................................
314
368
423
Electrical Distribution Systems.......................................................................
160
212
216
Other (1) ..........................................................................................................
25
49
60
Total capital expenditures........................................................................... $
656
$
830
$
906
North America................................................................................................. $
209
$
299
$
355
Europe, Middle East & Afri
f ca.........................................................................
235
295
288
Asia Pacific......................................................................................................
200
226
252
South America.................................................................................................
12
10
11
Total capital expenditures........................................................................... $
656
$
830
$
906
(1)
Other includes capital expenditures attributable to corporate administrative and suppor
u
t func
f
tions, including corporate headquarters and certain
technical centers.
60

Cash Flow
l
s
Intra-month cash flo
f w cycles vary b
r
y region, but in general we are users of cash through the fir
f st half of a typical month
and we generate cash dur
d
ing the latter half of a typical month. Due to this cycle of cash flo
f ws, we may utilize short-term
financing, including our Revolving Credit Facility and European accounts receivabl
a e fact
f
oring faci
f
lity, to manage our intra-
month working capital needs. Our cash balance typically peaks at month end.
We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan structur
t
es and
other distributions and advances to provide the funds
f
necessary to meet our global liquidity needs. 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
f
the years
ended December 31, 2025 and 2024, respectively. Cash flows provided by operating activities for
f
the year ended December 31,
2025 consisted primarily of net earnings of $181 million, increased by $1,037 million for
f
non-cash charges for depreciation,
amortization, pension costs and extinguishment of debt, $648 million for
f
non-cash goodwill impairment charges and $394
million for
f
non-cash changes in defer
f red income taxes, partially offs
f et by $233 million related to changes in operating assets
and liabi
a lities, net of restructur
t
ing and pension contributions and $46 million for
f
non-cash net gains on equity method
transactions. Cash flo
f ws provided by operating activities for
f
the year ended December 31, 2024 consisted primarily of net
earnings of $1,810 million, increased by $1,023 million for non-cash charges for
f
depreciation, amortization, pension costs and
extinguishment of debt, partially offs
f et by $605 million for
f
non-cash net gains on equity method transactions and $16 million
related to changes in operating assets and liabi
a lities, net of restruc
r
turing and pension contributions.
Investing activities—Net cash used in investing activities totaled $498 million and $507 million for
f
the years ended
December 31, 2025 and 2024, respectively. Cash flows used in investing activities for
f
the year ended December 31, 2025
primarily consisted of capital expenditures of $656 million and technology investments of $42 million, partially offse
f
t by
proceeds fro
f
m the sale of equity method investments of $164 million. Cash flows used in investing activities for
f
the year ended
December 31, 2024 primarily consisted of capital expenditures of $830 million and technology investments of $121 million,
partially offs
f et by proceeds fro
f
m the sale of equity method investments of $448 million.
Financing activities—Net cash used in financing activities totaled $1,442 million and $1,965 million for
f
the years ended
December 31, 2025 and 2024. Cash flows used in fin
f ancing activities for
f
the year ended December 31, 2025 primarily included
$462 million in repayments under short-term debt agreements, $397 million paid to repurchase ordinary s
r
hares, $296 million
for the repayment of senior notes and $250 million for
f
the repayment of the Term Loan A. Cash flo
f ws used in financing
activities for
f
the year ended December 31, 2024 primarily included $4,104 million paid to repurchase ordinary s
r
hares, $1,440
million for
f
the repayment of senior notes and $350 million for
f
the partial repayment of the Term Loan A, partially offs
f et by net
proceeds of $2,920 million received fro
f
m the issuance of senior and junior notes, net proceeds of $598 million received from
f
the issuance of the Term Loan A and $454 million for
f
borrowings under other short-term debt agreements.
Off-B
f
alance Sheet Arrangements
We do not engage in any off-balance sheet fin
f ancial arrangements that have or are reasonabl
a y likely to have a material
current or future effe
f ct on our financial condition, changes in fin
f ancial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
Signific
f ant Accounting Policies and Critical Accounting Estimates
Our significant accounting policies are described in Note 2. Significant Accounting Policies to the audited consolidated
financial statements included herein. Certain of our accounting policies require the appl
a
ication of significant judgment by
management in selecting the appropriate assumptions for calculating fin
f ancial estimates. By their natur
t
e, these judgments are
subj
u ect to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts,
our evaluation of trends in the indus
d
try,
r
information provided by our customers and information availabl
a e fro
f
m other outside
sources, as appr
a
opriate.
We consider an accounting estimate to be critical if:f
•
It requires us to make assumptions about matters that were uncertain at the time we were making the estimate, and
•
Changes in the estimate or different estimates that we could have selected would have had a material impact on our
financial condition or results of operations.
Acquisi
i tio
i
ns and Other Transactio
t ns
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

identifia
f bl
a e assets and liabi
a lities based on estimated fai
f r values. The excess of the purchase price over the amount allocated to
the assets and liabi
a lities, if any, is recorded as goodwill. The process to estimate fair value described herein is generally
applicable to other transactions, including the fai
f r value estimates used in establ
a ishing the identifia
f bl
a e assets, liabi
a lities and
goodwill recorded upon formation of Motional AD LLC (“Motional”), Aptiv’s autonomous driving joint ventur
t
e, and the
resulting equity method investment recorded on Aptiv’s balance sheet.
An acquisition may include a contingent consideration component. The fair value of the contingent consideration is
estimated as of the date of the acquisition and is recorded as part of the purchase price. This estimate is updated in fut
f ur
t
e
periods and any changes in the estimate, which are not considered an adju
d stment to the purchase price, are recorded in our
consolidated statements of operations.
An acquisition may also include a redeemable noncontrolling interest component. The fair value of the noncontrolling
interest is recorded to temporary e
r
quity in the consolidated balance sheet and is estimated as of the date of acquisition using a
Monte Carlo simulation appr
a
oach, which includes several assumptions including estimated fut
f ur
t
e profitabi
a lity, expected
volatility rate and risk-free rate. The redeemable noncontrolling interest is then adju
d sted each reporting period for
f
the income
(loss) attributable to the noncontrolling interest, and for
f
any measurement period adju
d stments necessary to record the
redeemable noncontrolling interest at the higher of its redemption value, assuming it was redeemable at the reporting date, or its
carrying value. Any measurement period adjustments are recorded to retained earnings, with a corresponding increase or
reduction to net income attributable to Aptiv.
We use all availabl
a e infor
f
mation to estimate fair values. We typically engage outside appraisal fir
f ms to assist in the fai
f r
value determination of identifia
f bl
a e intangible assets and any other significant assets or liabi
a lities. We adju
d st the preliminary
purchase price allocation, as necessary, up t
u
o one year afte
f r the acquisition closing date as we obtain more infor
f
mation
regarding asset valuations and liabi
a lities assumed.
Our purchase price allocation methodology contains uncertainties because it requires management to make assumptions
and to appl
a
y judgment to estimate the fair value of acquired assets and liabi
a lities. Management estimates the fair value of assets
and liabi
a lities based upon
u
quoted market prices, the carrying value of the acquired assets and widely accepted valuation
techniques, including discounted cash flo
f ws and market multiple analyses. Unanticipated events or circumstances may occur
which could affect the accuracy of our fair value estimates, including assumptions regarding industry e
r
conomic factors and
business strategies.
Other estimates used in determining fai
f r value include, but are not limited to, future cash flo
f ws or income related to
intangibles, market rate assumptions, actua
t
rial assumptions for benefit
f
plans and appropriate discount rates. Our estimates of
fair value are based upon
u
assumptions believed to be reasonabl
a e, but that are inherently uncertain, and therefor
f
e, may not be
realized. Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be
realized, and actua
t
l results could vary m
r
aterially.
Warranty O
t
blig
l atio
t ns and Pro
P
duct Recall Costst
Estimating warranty obligations requires us to for
f
ecast the resolution of existing claims and expected future claims on
products sold. We base our estimate on historical trends of units sold and payment amounts, combined with our current
understanding of the status of existing claims and discussions with our customers. The key factors which impact our estimates
are (1) the stated or implied warranty period; (2) OEM source; (3) OEM policy decisions regarding warranty claims; and
(4) OEMs seeking to hold suppliers responsible for product warranties. These estimates are re-evaluated on an ongoing basis.
Actual warranty obligations could diffe
f r fro
f
m the amounts estimated requiring adju
d stments to existing reserves in fut
f ur
t
e
periods. Due to the uncertainty and potential volatility of the fac
f
tors contributing to developing these estimates, changes in our
assumptions could materially affect our results of operations.
In addition to our ordinary warranty provisions with customers, we are also at risk for
f
product recall costs, which are
costs incurred when a customer or the Company recalls a product through a for
f
mal campaign soliciting retur
t
n of that product.
In addition, the National Highway Traffi
f c Safet
f y Administration (“NHTSA”) has the authority, under certain circumstances, to
require recalls to remedy safety concerns. Product recall costs typically include the cost of the product being replaced as well as
the customer’s cost of the recall, including labor
a
to remove and replace the recalled part. The Company accrue
r
s for
f
costs related
to product recalls as part of our warranty accrua
r
l at the time an obligation becomes probabl
a e and can be reasonabl
a y estimated.
Actual costs incurred could diffe
f r fro
f
m the amounts estimated, requiring adju
d stments to these reserves in future periods. It is
possible that changes in our assumptions or future product recall issues could materially affe
f ct our financial position, results of
operations or cash flo
f ws.
62

Legal
e
and Other Contin
t
gencies
We are involved fro
f
m time to time in various legal proceedings and claims, including commercial or contractua
t
l disputes,
product liabi
a lity claims, government investigations, product warranties and environmental and other matters, that arise in the
normal course of business. We routinely assess the likelihood of any adverse judgments or outcomes related to these matters, as
well as ranges of probabl
a e losses, by consulting with internal personnel involved with such matters as well as with outside legal
counsel handling such matters. We have accrue
r
d for
f
estimated losses for
f
those matters where we believe that the likelihood of a
loss has occurred, is probabl
a e and the amount of the loss is reasonabl
a y estimabl
a e. The determination of the amount of such
reserves is based on knowledge and experience with regard to past and current matters and consultation with internal personnel
involved with such matters and with outside legal counsel handling such matters. The amount of such reserves may change in
the fut
f ur
t
e due
d
to new developments or changes in circumstances. The inherent uncertainty related to the outcome of these
matters can result in amounts materially different from any provisions made with respect to their resolution. Refer to Note 13.
Commitments and Contingencies to the audited consolidated financial statements included herein for
f
additional information.
Restru
t
cturing
Accrua
r
ls have been recorded in conjunction with our restructur
t
ing actions. These accrua
r
ls include estimates primarily
related to employee termination costs, contract termination costs and other related exit costs in conjunction with workforce
reduction and programs related to the rationalization of manufac
f
turing and engineering processes. Actua
t
l costs may vary f
r
rom
f
these estimates. These accruals are reviewed on a quarterly basis and changes to restruc
r
turing actions are appr
a
opriately
recognized when identified.
Pensions
We use actua
t
rial estimates and related actua
t
rial methods to calculate our obligation and expense. We are required to
select certain actua
t
rial assumptions, which are determined based on current market conditions, historical information and
consultation with and input from our actua
t
ries and asset managers. Refer to Note 12. Pension Benefits
f
to the audited
consolidated financial statements included herein for
f
additional details. The key fact
f
ors which impact our estimates are
(1) discount rates; (2) asset return assumptions; and (3) actua
t
rial assumptions such as retirement age and mortality which are
determined as of the current year measurement date. We review our actua
t
rial assumptions on an annual basis and make
modifications to the assumptions based on current rates and trends when appropriate. Experience gains and losses, as well as
the effects of changes in actua
t
rial assumptions and plan provisions are recognized in other comprehensive income. Cumulative
actua
t
rial gains and losses in excess of 10% of the proje
o cted benefit obligation (“PBO”) for a particular plan are amortized over
the average future service period of the employees in that plan.
The principal assumptions used to determine the pension expense and the actua
t
rial value of the projected benefit
obligation for
f
the U.S. and non-U.S. pension plans were:
Assumptions used to determine benefit obligations at December 31:
Pension Benefit
f s
U.S. Plans
Non-U.S. Plans
2025
2024
2025
2024
Weighted-average discount rate ..................................................................................
4.30 %
4.90 %
6.44 %
6.23 %
Weighted-average rate of increase in compensation levels.........................................
N/A
N/A
2.84 %
2.66 %
Assumptions used to determine net expense for years ended December 31:
Pension Benefit
f s
U.S. Plans
Non-U.S. Plans
2025
2024
2023
2025
2024
2023
Weighted-average discount rate ...............................................
4.90 %
5.50 %
5.20 %
6.23 %
5.91 %
5.95 %
Weighted-average rate of increase in compensation levels......
N/A
N/A
N/A
2.66 %
2.93 %
2.82 %
Weighted-average expected long-term rate of return on plan
assets .....................................................................................
N/A
N/A
N/A
5.32 %
5.18 %
4.98 %
We select discount rates by analyzing the results of matching each plan’s projected benefit obligations with a portfol
f io of
high-quality fixed income investments rated AA or higher by Standard and Poor’s or Moody’s.
Aptiv does not have any U.S. pension assets; therefore no U.S. asset rate of retur
t
n 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

asset rate of retur
t
n of appr
a
oximately 4.50% and 8.50% for the U.K. and Mexico, respectively. We evaluated input from local
actua
t
ries and asset managers, including consideration of recent fund performance and historical returns, in developing the long-
term rate of return assumptions. The assumptions for the U.K. and Mexico are primarily conservative long-term, prospective
rates. To determine the expected return on plan assets, the market-related value of our plan assets is actua
t
l fai
f r value.
Our pension expense for
f
2026 is determined at the December 31, 2025 measurement date. For purpos
r
es of analysis, the
following tabl
a e 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
a
sensitivities refle
f ct the effect of changing one assumption at a time. It should be noted that economic factors
and conditions ofte
f n affect multiple assumptions simultaneously and the effe
f cts of changes in key assumptions are not
necessarily linear. The above sensitivities also assume no changes to the design of the pension plans and no majo
a r restruc
r
turing
programs.
Based on infor
f
mation provided by our actua
t
ries and asset managers, we believe that the assumptions used are reasonabl
a e;
however, changes in these assumptions could impact our financial position, results of operations or cash flo
f ws. Refer
f
to Note
12. Pension Benefit
f s to the audited consolidated financial statements included herein for
f
additional infor
f
mation.
Valuatio
t n of L
o
ong-Li
-
ved Assets, I
s
nt
I
an
t
gible A
l
ssets and Inv
I
estments in Affi
f lia
i
tes and Expe
x
cted
t
Useful
f
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 profit
f ability assessments of various manufactur
t
ing sites when events and circumstances warrant such a
review. If impairment indicators exist, we perform the required impairment analysis by comparing the undiscounted cash flo
f ws
expected to be generated fro
f
m the long-lived assets to the related net book values. If the net book value exceeds the
undiscounted cash flo
f ws, an impairment loss is measured and recognized. An impairment loss is measured as the diffe
f rence
between the net book value and the estimated fai
f r value of the long-lived assets. Even if an impairment charge is not required, a
reassessment of the useful
f
lives over which depreciation or amortization is being recognized may be appr
a
opriate based on our
assessment of the recoverabi
a lity of these assets. We estimate cash flo
f ws and fai
f r value through review of appraisals and using
internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments.
The key factors which impact our estimates are (1) fut
f ur
t
e production estimates; (2) customer preferences and decisions;
(3) product pricing; (4) manufac
f
turing and material cost estimates; and (5) product life /
f
business retention. Any diffe
f rences in
actua
t
l results from the estimates could result in fai
f r values diffe
f rent from the estimated fai
f r values, which could materially
impact our future results of operations and fin
f ancial condition. We believe that the proje
o ctions of anticipated future cash flo
f ws
and fai
f r value assumptions are reasonabl
a e; however, changes in assumptions underlying these estimates could affe
f ct our
valuations.
Goodwill and Int
I
an
t
gible A
l
ssets
We review goodwill for
f
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. We perform a qualitative assessment (step 0) of whether it is more likely than not that a reporting unit’s fai
f r
value is less than its carrying amount. If not, no fur
f
ther goodwill impairment testing is performed. If so, we perform the step 1
test discussed hereafte
f r. Our qualitative assessment involves significant estimates, assumptions, and judgments, including, but
not limited to, macroeconomic conditions, indus
d
try a
r
nd market conditions, fin
f ancial performance of the Company, reporting
unit specific events and changes in the Company’s share price.
If the fai
f r value of the reporting unit is greater than its carrying amount (step 1), goodwill is not considered to be
impaired. We estimate the fair value of our reporting units using a combination of a future discounted cash flo
f w valuation
model and, if possible, a comparabl
a e market transaction model. Estimating fai
f r value requires the Company to make judgments
about appropriate discount rates, growth rates, relevant comparable company earnings multiples and the amount and timing of
expected future cash flows. If the fai
f r value of the reporting unit is less than its carrying amount, the Company must record an
impairment charge based on the amount by which a reporting unit’s carrying value exceeds its estimated fai
f r value, limited to
the amount of goodwill allocated to that reporting unit.
64

As described in Note 1. General, in the first quarter of 2025 Aptiv realigned its business into three reportabl
a e operating
segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.
Concurrent with the change in reportabl
a e operating segments, the Company reassigned goodwill to the upda
u
ted reporting units
using a relative fai
f r value approach. Aptiv tested goodwill related to the impacted reporting units immediately befor
f
e and afte
f r
the reassignment and concluded no goodwill impairments existed.
As described in Note 7. Intangible Assets and Goodwill to the audited consolidated financial statements included herein,
during the third quarter of 2025, increased discount rates and a reduc
d
tion in forecasted cash flo
f ws led the Company to conclude
that, when considering the events and fact
f
ors in totality, it was more likely than not that the estimated fai
f r value of its Wind
River reporting unit within the Advanced Safety and User Experience segment would be below its carrying value at September
30, 2025. Accordingly, we performed an interim quantitative assessment for
f
goodwill impairment. As previously disclosed in
our Annual Report on Form 10-K for
f
the year ended December 31, 2024, the fai
f r value of this reporting unit was previously
determined to be in excess of its carrying value by less than 1% as of the impairment assessment date in the fourth quarter of
2024. The modifications to forecasted reporting unit cash flo
f ws were attributable to the impacts resulting fro
f
m market and
industry d
r
elays in the broader adoption of softw
f
are-defined vehicles. For example, certain of our OEM customers have recently
announced delays in their softw
f
are-defined vehicle investment strategies amidst reduced expectations for consumer demand for
f
these products. Additionally, the Company is making incremental investments to fur
f
ther develop and grow the aerospace &
defense and telecommunications businesses and product offer
f ings for the reporting unit.
The estimated fai
f r value of this reporting unit was primarily determined using discounted cash flo
f w proje
o ctions.
Significant assumptions included management’s for
f
ecasted cash flo
f ws, including estimated fut
f ur
t
e revenue growth, EBITDA
margins and the discount rate. Forecasts of future cash flo
f ws are based on management’s best estimates. The discount rate was
determined using a weighted average cost of capital adjusted for
f
risk factors specific to the reporting unit. The estimated fai
f r
value of the reporting unit was developed based on current and future market conditions and the best information availabl
a e at
the impairment assessment date.
The assessment indicated that the carrying value of this reporting unit exceeded its estimated fai
f r value, and as a result,
during the third quarter of 2025, the Company recorded a non-cash, pre-tax goodwill impairment charge of appr
a
oximately $648
million related to the Wind River reporting unit. Following the impairment, goodwill related to this reporting unit was
approximately $1,631 million.
Although we believe our estimate of fair value is reasonabl
a e based on current and fut
f ur
t
e market conditions and the best
information availabl
a e at the impairment assessment date, the reporting unit’s fut
f ur
t
e fin
f ancial performance is dependent on our
ability to execute our business plan. The estimated fai
f r value of the reporting unit is sensitive to diffe
f rences between estimated
and actua
t
l cash flo
f ws, including changes in the projected revenue and the discount rate used to evaluate the fai
f r value of the
reporting unit. Future changes in the judgments, assumptions and estimates used in our impairment testing for
f
goodwill,
including discount rates and cash flo
f w proje
o ctions, could result in significantly different estimates of the fair value. A reduc
d
tion
in the estimated fai
f r value could result in additional non-cash impairment charges in a fut
f ur
t
e period. 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. A decrease in the estimated annual EBITDA margins used in the analysis by 100 basis
points would result in the fair value of the reporting unit being approximately 4%, or $100 million, below its carrying value. 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 refle
f ct the effec
f
t of changing one assumption
at a time. It should be noted that economic factors and conditions ofte
f n affect multiple assumptions simultaneously and the
effe
f cts of changes in key assumptions are not necessarily linear.
Management performed its annual goodwill impairment test in the fourth quarter of 2025. The Company completed a
qualitative goodwill impairment assessment (step 0) and, afte
f r evaluating the results, events and circumstances of the Company,
we concluded that suffi
f cient evidence existed to assert qualitatively that it was more likely than not that the estimated fai
f r value
of all our other reporting units remained subs
u
tantially in excess of their carrying values.
We review indefinite-lived intangible assets for impairment annually or more frequently if events or changes in
circumstances indicate the assets might be impaired. Similar to the goodwill assessment described above, the Company fir
f st
performs a qualitative assessment of whether it is more likely than not that an indefinite-lived intangible asset is impaired. If
necessary, the Company then performs a quantitative impairment test by comparing the estimated fai
f r value of the asset, based
upon its forecasted cash flo
f ws, to its carrying value. Other intangible assets with definite lives are amortized over their useful
f
lives and are subj
u ect to impairment testing only if events or circumstances indicate that the asset might be impaired, as
described abov
a
e.
Income Taxe
a
s
Deferred tax assets and liabi
a lities refle
f ct temporary d
r
iffe
f rences between the amount of assets and liabi
a lities for
f
financial
and tax reporting purpos
r
es. Such amounts are adju
d sted, as appr
a
opriate, to refle
f ct changes in tax rates expected to be in effe
f ct
when the temporary d
r
iffe
f rences reverse. A valuation allowance is recorded to reduce our deferred tax assets to the amount that
65

is more likely than not to be realized. Changes in tax laws or accounting standards and methods may affect recorded deferred
taxes in fut
f ur
t
e periods.
When establ
a ishing a valuation allowance, we consider future sources of taxabl
a e income such as “future reversals of
existing taxabl
a e temporary differences, fut
f ur
t
e taxable income exclusive of reversing temporary d
r
iffe
f rences and carryforwards”
and “tax planning strategies.” A tax planning strategy is defined as “an action that: is prude
r
nt and feas
f
ible; an enterpr
r
ise
ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward fro
f
m expiring unused; and
would result in realization of defer
f red tax assets.” In the event we determine it is more likely than not that the defer
f red tax
assets will not be realized in the fut
f ur
t
e, the valuation adjustment to the deferred tax assets will be charged to earnings in the
period in which we make such a determination. The valuation of defer
f red tax assets requires judgment and accounting for
f
the
deferred tax effe
f ct of events that have been recorded in the fin
f ancial statements or in tax retur
t
ns and our future projected
profita
f
bi
a lity. Changes in our estimates, due to unfor
f
eseen events or otherwise, could have a material impact on our financial
condition and results of operations.
We calculate our current and defer
f red tax provision based on estimates and assumptions that could diffe
f r fro
f
m the actual
results reflected in income tax retur
t
ns filed in subsequent years. Adju
d stments based on filed retur
t
ns are recorded when
identifie
f d. The amount of income taxes we pay is subj
u ect to ongoing audits by federal, state and foreign tax authorities. Our
estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, fact
f
s, and
circumstances existing at that time. We use a more-likely-than-not threshold for
f
financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax retur
t
n. We record a liabi
a lity for the difference between the
benefit recognized and measured and tax position taken or expected to be taken on our tax retur
t
n. To the extent that our
assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made.
We report tax-related interest and penalties as a component of income tax expense. We do not believe there is a reasonabl
a e
likelihood that there will be a material change in the tax related balances. However, due
d
to the complexity of some of these
uncertainties, the ultimate resolution may be materially different from the current estimate. Refer
f
to Note 14. Income Taxes to
the audited consolidated financial statements included herein for
f
additional infor
f
mation.
Recently Issued Accounting Pronouncements
Refer to Note 2. Significant Accounting Policies to the audited consolidated financial statements included herein for
f
a
complete description of recent accounting standards which we have not yet been required to implement which may be
applicable to our operations. Additionally, the significant accounting standards that have been adopted during the year ended
December 31, 2025 are described.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks fro
f
m changes in currency exchange rates and certain commodity prices. In order to
manage these risks, we operate a centralized risk management program that consists of entering into a variety of derivative
contracts with the intent of mitigating our risk to fluctuations in currency exchange rates and commodity prices. We do not
enter into derivative transactions for speculative or trading purpos
r
es.
A discussion of our accounting policies for
f
derivative instruments is included in Note 2. Significant Accounting Policies
to the audited consolidated financial statements included herein and further disclosure is provided in Note 17. Derivatives and
Hedging Activities to the audited consolidated fin
f ancial statements included herein. We maintain risk management control
systems to monitor exchange and commodity risks and related hedge positions. Positions are monitored using a variety of
analytical techniques including market value and sensitivity analysis. The following analyses are based on sensitivity tests,
which assume instantaneous, parallel shifts in currency exchange rates and commodity prices. For options and instrum
r
ents with
non-linear returns, appropriate models are utilized to determine the impact of shifts
f
in rates and prices.
We have currency exposures related to buying, selling and fin
f ancing in currencies other than the local currencies in which
we operate. Historically, we have reduc
d
ed our exposure through financial instrum
r
ents (hedges) that provide offs
f ets or limits to
our exposures, which are opposite to the underlying transactions. We also face
f
an inherent business risk of exposure to
commodity prices risks, and have historically offs
f et our exposure, particularly to changes in the price of various non-fer
f rous
metals used in our manufac
f
turing operations, through fixed price purchase agreements, commodity swaps and option contracts.
We continue to manage our exposures to changes in currency rates and commodity prices using these derivative instrum
r
ents.
Cur
C
rency E
c
xc
E
hange Rate R
t
isk
Currency exposures may impact future earnings and/or operating cash flo
f ws. We have currency exposures related to
buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional
66

exposure”). We also have currency exposures related to the translation of the financial statements of our foreign subsidiaries
that use the local currency as their functional currency into U.S. dollars, the Company’s reporting currency (“translational
exposure”). The impact of translational exposure is recorded within currency translation adjustment in the consolidated
statements of comprehensive income. During the year ended December 31, 2025, the for
f
eign 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 appr
a
oximately 2% in relation to the Chinese Yuan Renminbi from December 31, 2024.
As described in Note 17. Derivatives and Hedging Activities to the audited consolidated financial statements included
herein, in order to manage certain translational exposure, we have designated the 2024 Euro-denominated Senior Notes and the
2016 Euro-denominated Senior Notes as net investment hedges of the foreign currency exposure of our investments in certain
Euro-denominated subs
u
idiaries, and had designated the 2015 Euro-denominated Senior Notes prior to being redeemed in
December 2024. We have also entered into for
f
ward contracts designated as net investment hedges of the foreign currency
exposure of our investments in certain Chinese Yuan Renminbi-denominated subs
u
idiaries. The effe
f ctive portion of the gains or
losses on instrum
r
ents designated as net investment hedges are recognized within the cumulative translation adjustment
component in the consolidated statements of comprehensive income to offset changes in the value of the net investment in these
foreign currency-denominated operations.
In some instances, we choose to reduc
d
e our transactional exposures through financial instrum
r
ents (hedges) that provide
offs
f ets or limits to our exposures. Currently, our most significant hedged currency exposures relate to the Mexican Peso,
Chinese Yuan Renminbi, Polish Zloty, British Pound and Hungarian Forint. As of December 31, 2025 and 2024 the net fair
value liabi
a lity of all financial instrum
r
ents, including hedges and underlying transactions, with exposure to currency risk was
approximately $476 million and $925 million, respectively. The potential change in fai
f r value for such fin
f ancial instruments
from a hypothetical 10% adverse change in quoted currency exchange rates would be a gain of appr
a
oximately $77 million and a
loss of approximately $21 million as of December 31, 2025 and 2024, respectively. The potential change in fair value fro
f
m a
hypothetical 10% favorable change in quoted currency exchange rates would be a loss of appr
a
oximately $27 million and $21
million as of December 31, 2025 and 2024, respectively. The impact of a 10% change in rates on fai
f r value differs from a 10%
change in the net fair value liabi
a lity due to the existence of hedges. The model assumes a parallel shift in currency exchange
rates; however, currency exchange rates rarely move in the same direction. The assumption that currency exchange rates change
in a parallel fas
f
hion may overstate the impact of changing currency exchange rates on assets and liabi
a lities denominated in
currencies other than the U.S. dollar.
Commodity
i
Price Risk
Commodity swaps/average rate for
f
ward contracts are executed to offs
f et a portion of our exposure to the potential change
in prices mainly for various non-ferrous metals used in the manufact
f
ur
t
ing of automotive components, primarily copper. 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. If the price of the commodities that are being hedged by our commodity swaps/average rate for
f
ward contracts
changed adversely or fav
f
orably by 10%, the fair value of our commodity swaps/average rate for
f
ward contracts would decrease
or increase by $44 million and $41 million as of December 31, 2025 and 2024, respectively. A 10% change in the net fair value
asset diffe
f rs from a 10% change in rates on fai
f r value due to the relative diffe
f rences between the underlying commodity prices
and the prices in place in our commodity swaps/average rate for
f
ward contracts. These amounts exclude the offsetting impact of
the price risk inherent in the physical purchase of the underlying commodities.
Interest Rate Risk
i
Our exposure to market risk associated with changes in interest rates relates primarily to our debt obligations. We do not
use interest rate swap o
a
r other derivative contracts to manage our exposure to flu
f ctua
t
tions in interest rates. As of December 31,
2025, we had no flo
f ating rate debt outstanding. 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 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 appl
a
icable lenders), but
payabl
a e no less than quarterly. We may elect to change the selected interest rate option over the term of the Revolving Credit
Facility in accordance with the provisions of the Credit Agreement. The app
a
licable interest rates listed above
a
for the Revolving
Credit Facility may increase or decrease fro
f
m time to time in increments of 0.125% to 0.20%, up t
u
o a maximum of 0.325%
based on changes to our corporate credit ratings, as fur
f
ther discussed in Note 11. Debt to the audited consolidated financial
statements included herein. Accordingly, the interest rate will flu
f ctua
t
te during the term of the Credit Agreement based on
changes in the Alternate Base Rate, SOFR, fut
f ur
t
e changes in our corporate credit ratings.
67

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of APTIV PLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of APTIV PLC (the Company) as of December 31, 2025 and
2024, the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and
shareholders’ equity and cash flo
f ws for each of the three years in the period ended December 31, 2025, and the related notes
and fin
f ancial statement schedul
d e listed in the Index at Item 15(a)(2) (collectively refer
f red to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the fin
f ancial position
of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flo
f ws for each of the three years
in the period ended December 31, 2025, in confor
f
mity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over fin
f ancial reporting as of December 31, 2025, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated Februa
r
ry 6, 2026 expressed an unqualifie
f d opinion thereon.
Basis for
f
Opinion
These fin
f ancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting fir
f m registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. fed
f
eral securities laws and the appl
a
icable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonabl
a e assurance about
a
whether the financial statements are free of material misstatement, whether due
d
to
error or fra
f ud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedur
d
es that respond to those risks. Such procedur
d
es included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the fin
f ancial statements. We believe that our audits provide a reasonabl
a e basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising fro
f
m the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subj
u ective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Uncertain Tax Positions
Descript
i ion
of the
Matter
As described in Notes 2 and 14, the Company establ
a ishes reserves for
f
uncertain tax positions for positions that
are taken on their income tax returns that might not be sustained upon
u
examination by the taxing authorities. At
December 31, 2025, the Company has recorded approximately $246 million relating to uncertain tax positions.
In determining whether an uncertain tax position exists, the Company determines, based solely on its technical
merits, whether the tax position is more likely than not to be sustained upon
u
examination, and if so, a tax benefit
is measured on a cumulative probabi
a lity basis that is more likely than not to be realized upon the ultimate
settlement. The Company identifie
f s its certain and uncertain tax positions and then evaluates the recognition and
measurement steps to determine the amount that should be recognized. The Company then evaluates uncertain
tax positions in subs
u
equent periods for recognition, de-recognition or re-measurement if changes have occurred,
or when effe
f ctive settlement or expiration of the statute of limitations occurs.
68

Auditing the uncertain tax positions is complex because of the judgmental natur
t
e of the tax accrua
r
ls and various
other tax return positions that might not be sustained upon
u
review by taxing authorities. The Company files tax
returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world due to
its complex global foot
f
pr
t
int. Taxing jurisdictions significant to Aptiv include China, Germany, Ireland, Mexico,
South Korea, Switzerland, the U.K. and the U.S.
How We
W
Addr
d
essed
the Mat
M ter
in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to
the recognition, measurement and the evaluation of changes in uncertain tax positions. This included testing
controls over management’s review of the tax positions, their evaluation of whether they met the measurement
threshold and then recalculating the amounts recognized based upon
u
a cumulative probabi
a lity assessment
performed by management.
Our audit procedur
d
es to test the Company’s uncertain tax positions included, among others, involvement of our
tax professionals, including transfer
f
pricing professionals. This included evaluating tax opinions and third-party
transfer
f
pricing studies obtained by the Company and assessing the Company’s correspondence with the
relevant tax authorities. We analyzed the Company’s assumptions and data used to determine the amount of tax
benefit to recognize and tested the accuracy of the calculations. Our testing also included the evaluation of the
ongoing positions and consideration of changes and the ultimate settlement and payment of certain tax matters.
Revenue Recognition
Descript
i ion
of the
Matter
As described in Notes 2 and 24, Aptiv occasionally enters into pricing agreements with its customers that
provide for price reductions, some of which are conditional upon
u
achieving certain joint cost saving targets. In
addition, from time to time, Aptiv makes payments to customers in conjunction with ongoing business. Revenue
is recognized based on the agreed-upon
u
price at the time of shipment, and sales incentives, allowances and
certain customer payments are recognized as a reduc
d
tion to revenue at the time of the commitment to provide
such incentives or make these payments. Certain other customer payments or upfro
f
nt fees are considered to be a
cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects
the payments to be recoverabl
a e. In these cases, the customer payment is capitalized and amortized to revenue
based on the transfer
f
of goods and services to the customer for which the upf
u
ro
f
nt payment relates. As of
December 31, 2025, Aptiv has recorded $54 million related to these capitalized upfro
f
nt payments.
Auditing the accounting for
f
and completeness of arrangements containing elements such as sales incentives,
allowances and customer payments, including the app
a
ropriate timing and presentation of adjustments to revenue
as well as costs to obtain a contract is judgmental due
d
to the unique facts and circumstances involved in each
revenue arrangement, as well as on-going commercial negotiations with customers.
How We
W
Addr
d
essed
the Mat
M ter
in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
review of customer contracts. This included testing controls over the Company’s process to identify a
f
nd
evaluate customer contracts that contain sales incentives, allowances and customer payments that impact
revenue recognition.
Our audit procedur
d
es to test the completeness of the Company’s identific
f ation of such contracts included,
among others, interviewing sales representatives who are responsible for negotiations with customers and
testing cash payments to customers. To test management’s assessment of customer contracts containing sales
incentives, allowances and customer payments, our procedur
d
es included, among others, selecting a sample of
customer agreements, obtaining and reviewing source documentation, including master agreements, and other
documents that were part of the agreement, and evaluating the contract terms to determine the appropriateness
of the accounting treatment.
69

Goodwill impairment — Wind River Reporting Unit
Descript
i ion
of the
Matter
As described in Notes 2 and 7, the Company tests goodwill for
f
impairment at the reporting unit level at least
annually dur
d
ing the fourth quarter, or more fre
f quently if events or changes in circumstances indicate that
goodwill might be impaired. As of December 31, 2025, the Company’s goodwill related to the Wind River
reporting unit was $1,631 million.
Auditing management’s quantitative goodwill impairment assessment for
f
the Wind River reporting unit was
complex and highly judgmental due
d
to the significant estimation required to determine the fair value of the
reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in
the revenue growth rates, EBITDA margin and discount rate, which are affected by expectations about future
market or economic conditions.
How We
W
Addr
d
essed
the Mat
M ter
in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
Company’s quantitative goodwill assessment and forecasting process, whereby the Company develops
significant assumptions that are used in its analyses. This included controls over management's review of the
valuation model and the significant assumptions used in the fai
f r value measurement discussed above
a
.
To test the estimated fai
f r value of the Company’s Wind River reporting unit, we performed audit procedures
that included, among others, assessing methodologies, testing the significant assumptions discussed above
a
used
to develop the prospective fin
f ancial information and testing the underlying data used by the Company in its
analysis. We compared the prospective fin
f ancial information developed by management to current industry a
r
nd
economic trends, historical performance, and guideline public companies in the same industry a
r
nd evaluated the
expected impacts of the Company’s operating strategies and initiatives on the significant assumptions. We
performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the
reporting unit that would result fro
f
m changes in the assumptions. We utilized internal valuation specialists to
assist in our evaluation of the assumptions and other relevant information that are most significant to the fair
value estimate of the reporting unit, such as assessing the fai
f r value methodologies applied and evaluating the
reasonabl
a eness of the discount rate selected by management as well as the calculation of the Wind River
reporting unit’s fai
f r value. Furthermore, we assessed the appropriateness of the disclosures in the consolidated
financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
Detroit, Michigan
Februa
r
ry 6, 2026
70

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of APTIV PLC
Opinion on Internal Control Over Financial Reporting
We have audited APTIV PLC’s internal control over fin
f ancial reporting as of December 31, 2025, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, APTIV PLC (the Company) maintained, in all material
respects, effe
f ctive internal control over fin
f ancial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated
statements of operations, comprehensive income, redeemabl
a e noncontrolling interest and shareholders’ equity and cash flo
f ws
for each of the three years in the period ended December 31, 2025, and the related notes and fin
f ancial statement schedul
d e listed
in the Index at Item 15(a)(2) and our report dated Februa
r
ry 6, 2026 expressed an unqualifie
f d opinion thereon.
Basis for
f
Opinion
The Company’s management is responsible for maintaining effe
f ctive internal control over fin
f ancial reporting and for its
assessment of the effe
f ctiveness of internal control over fin
f ancial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over fin
f ancial reporting based on our audit. We are a public accounting fir
f m registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. fed
f
eral securities laws and the appl
a
icable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonabl
a e assurance about
a
whether effective internal control over fin
f ancial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over fin
f ancial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedur
d
es as we considered necessary in the circumstances. We believe that our audit provides a
reasonabl
a e basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over fin
f ancial reporting is a process designed to provide reasonabl
a e assurance regarding the
reliabi
a lity of financial reporting and the preparation of fin
f ancial statements for external purpos
r
es in accordance with generally
accepted accounting principles. A company’s internal control over fin
f ancial reporting includes those policies and procedur
d
es
that (1) pertain to the maintenance of records that, in reasonabl
a e detail, accurately and fai
f rly refle
f ct the transactions and
dispositions of the assets of the company; (2) provide reasonabl
a e assurance that transactions are recorded as necessary to permit
preparation of fin
f ancial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effe
f ct on the fin
f ancial statements.
Because of its inherent limitations, internal control over fin
f ancial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to fut
f ur
t
e periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedur
d
es may deteriorate.
/s/ Ernst & Young LLP
Detroit, Michigan
Februa
r
ry 6, 2026
71

APTIV PLC
CONSOLIDATED STATEMENTS OF OPERAT
R
IONS
Year Ended December 31,
2025
2024
2023
(in millions, except per share amounts)
Net sales ...................................................................................................................... $
20,398
$
19,713
$
20,051
Operating expenses:
Cost of sales............................................................................................................
16,500
16,002
16,612
Selling, general and administrative.........................................................................
1,673
1,465
1,436
Amortization ...........................................................................................................
208
211
233
Restructur
t
ing (Note 10) ..........................................................................................
185
193
211
Goodwill impairment (Note 7)................................................................................
648
—
—
Total operating expenses.............................................................................................
19,214
17,871
18,492
Operating income ........................................................................................................
1,184
1,842
1,559
Interest expense.......................................................................................................
(361)
(337)
(285)
Other income, net (Note 19) ...................................................................................
50
41
63
Net gain on equity method transactions (Note 5) ...................................................
46
605
—
Income before income taxes and equity loss...............................................................
919
2,151
1,337
Income tax (expense) benefit..................................................................................
(700)
(223)
1,928
Income before equity loss............................................................................................
219
1,928
3,265
Equity loss, net of tax..............................................................................................
(38)
(118)
(299)
Net income ..................................................................................................................
181
1,810
2,966
Net income attributable to noncontrolling interest......................................................
19
24
28
Net loss attributable to redeemable noncontrolling interest........................................
(3)
(1)
—
Net income attributable to Aptiv.................................................................................
165
1,787
2,938
Mandatory c
r
onvertible prefer
f red share dividends (Note 15) ......................................
—
—
(29)
Net income attributable to ordinary shareholders ....................................................... $
165
$
1,787
$
2,909
Basic net income per share:
Basic net income per share attributable to ordinary shareholders .......................... $
0.75
$
6.97
$
10.50
Weighted average number of basic shares outstanding..........................................
220.00
256.38
276.92
Diluted net income per share (Note 15):
Diluted net income per share attributable to ordinary shareholders ....................... $
0.75
$
6.96
$
10.39
Weighted average number of diluted shares outstanding .......................................
220.75
256.66
282.88
See notes to consolidated financial statements.
72

APTIV PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2025
2024
2023
(in millions)
Net income .................................................................................................................. $
181
$
1,810
$
2,966
Other comprehensive income (loss):
Currency translation adju
d stments............................................................................
310
(282)
30
Net change in unrecognized gain (loss) on derivative instrum
r
ents, net of
tax (Note 17)........................................................................................................
236
(261)
133
Employee benefit
f
plans adjustment, net of tax (Note 12).......................................
(2)
11
(16)
Net change in unrealized gain (loss) on availabl
a e-for-sale debt securities, net of
tax (Note 18) ...........................................................................................................
4
(4)
—
Other comprehensive income (loss)............................................................................
548
(536)
147
Comprehensive income...............................................................................................
729
1,274
3,113
Comprehensive income attributabl
a e to noncontrolling interest..............................
21
23
26
Comprehensive income (loss) attributable to redeemable noncontrolling interest.
10
(7)
3
Comprehensive income attributable to Aptiv.............................................................. $
698
$
1,258
$
3,084
See notes to consolidated financial statements.
73

APTIV PLC
CONSOLIDATED BALANCE SHEETS
December 31,
2025
2024
(in millions)
ASSETS
Current assets:
Cash and cash equivalents............................................................................................................................... $
1,851
$
1,573
Restricted cash.................................................................................................................................................
3
1
Accounts receivabl
a e, net of allowance for
f
doubtful accounts of $45 million and $37 million, respectively
(Note 2)............................................................................................................................................................
3,477
3,261
Inventories (Note 3).........................................................................................................................................
2,561
2,320
Other current assets (Note 4)...........................................................................................................................
853
671
Total current assets....................................................................................................................................
8,745
7,826
Long-term assets:
Property, net (Note 6)......................................................................................................................................
3,774
3,698
Operating lease right-of-use assets (Note 25)..................................................................................................
501
495
Investments in affilia
f
tes (Note 5) ....................................................................................................................
1,431
1,433
Intangible assets, net (Note 7) .........................................................................................................................
2,004
2,140
Goodwill (Note 7)............................................................................................................................................
4,596
5,024
Other long-term assets (Note 4).......................................................................................................................
2,362
2,842
Total long-term assets................................................................................................................................
14,668
15,632
Total assets ................................................................................................................................................ $
23,413
$
23,458
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND
SHAREHOLDERS’ EQUITY
Current liabi
a lities:
Short-term debt (Note 11)................................................................................................................................ $
81
$
509
Accounts payable.............................................................................................................................................
3,157
2,870
Accrue
r
d liabi
a lities (Note 8) .............................................................................................................................
1,799
1,752
Total current liabi
a lities...............................................................................................................................
5,037
5,131
Long-term liabi
a lities:
Long-term debt (Note 11)................................................................................................................................
7,470
7,843
Pension benefit
f
obligations (Note 12) .............................................................................................................
430
374
Long-term operating lease liabi
a lities (Note 25)...............................................................................................
401
412
Other long-term liabi
a lities (Note 8).................................................................................................................
576
613
Total long-term liabi
a lities..........................................................................................................................
8,877
9,242
Total liabi
a lities...........................................................................................................................................
13,914
14,373
Commitments and contingencies (Note 13)
Redeemable noncontrolling interest (Note 2).......................................................................................................
102
92
Shareholders’ equity:
Prefer
f red shares, $0.01 par value per share, 50,000,000 shares authorized; none issued and outstanding as of
December 31, 2025 and 2024...............................................................................................................................
—
—
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 212,746,899 and 235,035,739
issued and outstanding as of December 31, 2025 and 2024, respectively............................................................
2
2
Additional paid-in-capital................................................................................................................................
3,619
2,966
Retained earnings ............................................................................................................................................
6,227
7,002
Accumulated other comprehensive loss (Note 16)..........................................................................................
(641)
(1,174)
Total Aptiv shareholders’ equity.....................................................................................................................
9,207
8,796
Noncontrolling interest.........................................................................................................................................
190
197
Total shareholders’ equity .........................................................................................................................
9,397
8,993
Total liabi
a lities, redeemable noncontrolling interest and shareholders’ equity............................................... $
23,413
$
23,458
See notes to consolidated financial statements.
74

APTIV PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2025
2024
2023
(in millions)
Cash flows fro
f
m operating activities:
Net income ............................................................................................................................ $
181
$
1,810
$
2,966
Adju
d stments to reconcile net income to net cash provided by operating activities:
Depreciation ....................................................................................................................
783
753
679
Amortization....................................................................................................................
208
211
233
Amortization of defer
f red debt issuance costs .................................................................
9
12
9
Restructur
t
ing expense, net of cash paid..........................................................................
(10)
(45)
83
Deferred income taxes.....................................................................................................
394
(34)
(2,164)
Pension and other postretirement benefit
f
expenses.........................................................
44
44
44
Loss from equity method investments, net of dividends received..................................
58
130
304
Loss on extinguishment of debt ......................................................................................
2
15
1
(Gain) loss on sale of assets ............................................................................................
(2)
6
2
Goodwill impairment ......................................................................................................
648
—
—
Share-based compensation..............................................................................................
139
120
115
Net gain on equity method transactions..........................................................................
(46)
(605)
—
Changes in operating assets and liabi
a lities:
Accounts receivabl
a e, net .................................................................................................
(216)
285
(112)
Inventories.......................................................................................................................
(241)
45
(20)
Other assets .....................................................................................................................
(122)
(15)
(187)
Accounts payable ............................................................................................................
251
(210)
4
Accrue
r
d and other long-term liabi
a lities...........................................................................
125
60
—
Other, net.........................................................................................................................
10
(104)
(28)
Pension contributions............................................................................................................
(30)
(32)
(33)
Net cash provided by operating activities ..................................................................................
2,185
2,446
1,896
Cash flows fro
f
m investing activities:
Capi
a tal expenditures..............................................................................................................
(656)
(830)
(906)
Proceeds fro
f
m sale of property..............................................................................................
16
6
4
Proceeds fro
f
m asset sale........................................................................................................
4
—
—
Proceeds fro
f
m business divestitures, net of cash sold...........................................................
—
—
(17)
Cost of business acquisitions and other transactions, net of cash acquired ..........................
—
—
(83)
Proceeds fro
f
m sale of technology investments .....................................................................
12
—
—
Cost of technology investments ............................................................................................
(42)
(121)
(6)
Proceeds fro
f
m the sale of equity method investments..........................................................
164
448
—
Purchase of short-term investments ......................................................................................
—
(748)
—
Redemption of short-term investments .................................................................................
—
740
—
Settlement of derivatives.......................................................................................................
4
(2)
6
Net cash used in investing activities ..........................................................................................
(498)
(507)
(1,002)
See notes to consolidated financial statements.
75

APTIV PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Year Ended December 31,
2025
2024
2023
(in millions)
Cash flows fro
f
m fin
f ancing activities:
Net (repayments) proceeds under other short-term debt agreements....................................
(462)
454
(23)
Proceeds fro
f
m term loans (net of $0, $2 and $0 issuance costs, respectively) .....................
—
598
—
Repayment of term loans.......................................................................................................
(250)
(350)
(309)
Repayment of senior notes....................................................................................................
(296)
(1,440)
—
Proceeds fro
f
m the issuance of senior and junior notes (net of $0, $30 and $0 issuance
costs and $0, $7 and $0 discount, respectively)....................................................................
—
2,920
—
Fees related to modification of debt agreements...................................................................
(5)
—
—
Proceeds fro
f
m bridge loan (net of $0, $17 and $0 issuance costs, respectively)..................
—
2,483
—
Repayment of bridge loan .....................................................................................................
—
(2,500)
—
Equity related transaction costs.............................................................................................
—
(3)
—
Contingent consideration payments ......................................................................................
—
—
(10)
Dividend payments of consolidated affi
f liates to minority shareholders...............................
(6)
—
(2)
Repurchase of ordinary s
r
hares ..............................................................................................
(397)
(4,104)
(398)
Distribution of mandatory convertible prefer
f red share cash dividends ................................
—
—
(32)
Taxes withheld and paid on employees’ restricted share awards..........................................
(26)
(23)
(33)
Net cash used in fin
f ancing activities..........................................................................................
(1,442)
(1,965)
(807)
Effe
f ct of exchange rate fluctuations on cash, cash equivalents and restricted cash...................
35
(40)
(2)
Increase (decrease) in cash, cash equivalents and restricted cash..............................................
280
(66)
85
Cash, cash equivalents and restricted cash at beginning of the year..........................................
1,574
1,640
1,555
Cash, cash equivalents and restricted cash at end of the year.................................................... $
1,854
$
1,574
$
1,640
December 31,
2025
2024
2023
(in millions)
Supplemental non-cash investing activities:
Capi
a tal expenditures included in accounts payable.................................................................... $
256
$
222
$
293
See notes to consolidated financial statements.
76

77

78

APTIV PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
General and basis of presentation—In December 2024, Old Aptiv (as defin
f ed below), a public limited company for
f
med
under the laws of Jersey on May 19, 2011, completed its previously announced reorganization transaction (the “Transaction,” or
the “reorganization transaction”), in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings
Limited (“New Aptiv”), which is resident for
f
tax purpos
r
es in Switzerland. As a result of the Transaction, all issued and
outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for
f
newly issued ordinary s
r
hares of New
Aptiv. Following consummation of the Transaction, holders of Old Aptiv shares became ordinary s
r
hareholders of New Aptiv,
Old Aptiv became a wholly-owned subs
u
idiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” The previous publicly-
listed Jersey parent company, which was an Irish tax resident, is referred to as “Old Aptiv” throughout this Annual Report on
Form 10-K. New Aptiv’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol
“APTV,” the same symbol under which the Old Aptiv shares were previously listed. Aptiv PLC remains a public limited
company incorpo
r
rated under the laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission
reporting requirements.
In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings
Limited (“Aptiv Swiss Holdings”), a newly for
f
med Jersey incorpor
r
ated private limited company, and a direct, wholly-owned
subs
u
idiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old
Aptiv ceasing to exist. Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in
Aptiv Swiss Holdings, and all debts, liabi
a lities and duties of Old Aptiv became debts, liabi
a lities and duties of Aptiv Swiss
Holdings.
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 indentur
t
e to each
indentur
t
e 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 suppl
u
ement 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 suppl
u
emental indentur
t
e to each indentur
t
e 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. 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 indentur
t
es.
The Transaction described above was accounted for as a reorganization between entities under common control. As a
result of the Transaction, there were no material changes in Aptiv PLC’s operations or governance. The consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).
References in this Annual Report on Form 10-K, including the exhibits being file
f
d as part of this report, to “Aptiv PLC,”
“Aptiv,” the “Company,” “we,” “us” and “our” refer
f s to Old Aptiv (Aptiv PLC befor
f
e the Transaction in December 2024) and
to New Aptiv (Aptiv PLC after the Transaction in December 2024).
Nature of operations—Aptiv is a global indus
d
trial technology company foc
f
used on enabling a more automated,
electrified and digitalized fut
f ur
t
e. We deliver flexible and scalabl
a e solutions that suppor
u
t our customers’ transition to an
increasingly softw
f
are-defined fut
f ur
t
e. Our technologies reach from sensor to cloud, including the hardware and software
necessary to suppor
u
t automotive and other industries on a global basis.
Aptiv is one of the largest vehicle technology suppl
u
iers and our customers include the 25 largest automotive original
equipment manufact
f
ur
t
ers (“OEMs”) in the world, as well as many of the leading aerospace and defen
f
se companies and global
telecom operators. Aptiv operates 139 majo
a r manufac
f
turing facilities and 11 majo
a r technical centers utilizing a regional service
model that enabl
a es the Company to effi
f ciently and effectively serve its global customers from best cost countries. Aptiv has a
presence in 50 countries and has approximately 20,700 scientists, engineers and technicians foc
f
used on developing market
relevant product solutions for its customers.
On January 22, 2025, we announced our intention to pursue a separation of its Electrical Distribution Systems business
into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off t
f
o its
shareholders (the “Separation”). The Company plans to complete the Separation by April 1, 2026, subj
u ect to customary c
r
losing
conditions. The new publicly traded Electrical Distributions Systems spin-off c
f
ompany will be named Versigent, and will trade
on the NYSE under the symbol “VGNT” fol
f lowing the distribution date. Refer to Note 26. Separation of Electrical Distribution
Systems for
f
additional detail.
79

In connection with the Separation, in the fir
f st quarter of 2025, Aptiv realigned its business into three reportabl
a e operating
segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems. Prior
period amounts have been adju
d sted retrospectively to refle
f ct the change in reportabl
a e operating segments, consistent with the
current year presentation, throughout the consolidated financial statements and the accompanying notes to the consolidated
financial statements.
Commencing with the first Quarterly Report on Form 10-Q of 2026, Aptiv will rename its Advanced Safety and User
Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered
Components. There is no impact to the composition of either segment.
2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Aptiv and the subs
u
idiaries in which Aptiv
holds a controlling fin
f ancial or management interest and variabl
a e interest entities of which Aptiv has determined that it is the
primary beneficiary.
r
Aptiv’s share of the earnings or losses of non-controlled affiliates, over which Aptiv exercises significant
influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method
of accounting. When Aptiv does not have the abi
a lity to exercise significant influ
f ence (generally when ownership interest is less
than 20%), investments in non-consolidated affi
f liates without readily determinable fair value are measured at cost, less
impairments, adjusted for
f
observabl
a e price changes in orderly transactions for identical or similar investments of the same
issuer, while investments in publicly traded equity securities are measured at fair value based on quoted prices for identical
assets on active market exchanges as of each reporting date. The Company monitors its investments in affiliates for
f
indicators
of other-than-temporary d
r
eclines in value on an ongoing basis. If the Company determines that such a decline has occurred, an
impairment loss is recorded, which is measured as the diffe
f rence between carrying value and estimated fai
f r value. Estimated
fair value is generally determined using an income appr
a
oach based on discounted cash flo
f ws or negotiated transaction values.
Intercompany transactions and balances between consolidated Aptiv businesses have been eliminated.
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 reduc
d
tion to the investment and
represented a return on investment included in cash flo
f ws from operating activities.
Aptiv held no investments in publicly traded equity securities as of December 31, 2025. Aptiv’s investments in publicly
traded equity securities totaled $11 million as of December 31, 2024 and are classified within other long-term assets in the
consolidated balance sheets. Aptiv’s non-publicly traded investments totaled $65 million and $167 million as of December 31,
2025 and 2024, respectively, and are classified within other long-term assets in the consolidated balance sheets. Refer to Note
5. Investments in Affiliates for
f
further infor
f
mation regarding Aptiv’s investments.
In 2022, the Company acquired 85% of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable
Automotive”). Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders
that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the
remaining 15% of Intercable Automotive for
f
cash at a contractua
t
lly defined value beginning in 2026. As a result of this
redemption feat
f
ur
t
e, the Company recorded the redeemable noncontrolling interest at its acquisition-date fair value to temporary
r
equity in the consolidated balance sheet. The redeemable noncontrolling interest is adjusted each reporting period for
f
the
income (loss) attributable to the noncontrolling interest, and for
f
any measurement period adjustments necessary to record the
redeemable noncontrolling interest at the higher of its redemption value, assuming it was redeemable at the reporting date, or its
carrying value. Any measurement period adjustments are recorded to retained earnings, with a corresponding increase or
reduction to net income attributable to Aptiv. Redeemabl
a e noncontrolling interest was $102 million and $92 million as of
December 31, 2025 and 2024, respectively.
Use of estimates—Preparation of consolidated financial statements in confor
f
mity with U.S. GAAP requires the use of
estimates and assumptions that affe
f ct amounts reported therein. Generally, matters subj
u ect to estimation and judgment include
amounts related to accounts receivable realization, inventory o
r
bsolescence, asset impairments, useful lives of intangible and
fixed assets, defer
f red tax asset valuation allowances, income taxes, pension benefit plan assumptions, accrua
r
ls related to
litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, redeemable noncontrolling
interest, worker’s compensation accrua
r
ls and healthcare accrua
r
ls. Due to the inherent uncertainty involved in making estimates,
actua
t
l results reported in fut
f ur
t
e periods may be based upon amounts that diffe
f r fro
f
m those estimates.
Revenue recognition—Revenue is measured based on consideration specified in a contract with a customer. Customer
contracts for
f
production parts generally are represented by a combination of a current purchase order and a current production
schedule issued by the customer. Subs
u
tantially all of the Company's revenue is generated fro
f
m the sale of manufact
f
ur
t
ed
production parts, wherein there is a single performance obligation. Transfer
f
of control and revenue recognition for
f
the
Company’s sales of production parts generally occurs upon shipment or delivery o
r
f the product, which is when title, ownership,
80

and risk of loss pass to the customer and is based on the appl
a
icable customer shipping terms. Revenue is measured based on the
transaction price and the quantity of parts specified in a contract with a customer. Refer to Note 24. Revenue for fur
f
ther detail
of the Company’s accounting for
f
its revenue from sales of production parts.
Customer contracts for
f
software licenses are generally represented by a sales contract or purchase order with contract
durations typically ranging from one to three years. The Company recognizes revenue when it satisfies a performance
obligation by transferring control over a product or service to a customer. Revenue from softw
f
are licenses and profes
f
sional
software services is generally recognized at a point in time upon delivery o
r
r when the services are provided. Revenue from post
delivery s
r
upport and maintenance for
f
software contracts is generally recognized over time on a ratable basis over the contract
term. Certain software license contracts contain multiple performance obligations, for
f
which the Company allocates the
contract’s transaction price to each performance obligation based on the estimated relative standalone selling price of each
distinct performance obligation in the contract. The standalone selling prices are generally determined based on observabl
a e
inputs, such as the prices of standalone sales and historical contract pricing. Under certain of these arrangements, timing may
differ between revenue recognition and billing. Refer to Note 24. Revenue for fur
f
ther detail of the Company’s accounting for
f
its
revenue from contracts with customers, including contract balances associated with software sales.
From time to time, Aptiv enters into pricing agreements with its customers that provide for price reductions on production
parts, some of which are conditional upon
u
achieving certain joint cost saving targets, which are accounted for as variabl
a e
consideration. In these instances, revenue is recognized based on the agreed-upon
u
price at the time of shipment if availabl
a e, or
in the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order and
requires estimation, the Company records consideration at the most likely amount that the Company expects to be entitled to
based on historical experience and input from customer negotiations.
Sales incentives and allowances are recognized as a reduc
d
tion to revenue at the time of the related sale. In addition, from
time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are
generally recognized as a reduc
d
tion to revenue at the time of the commitment to make these payments. However, certain other
payments to customers, or upfro
f
nt fees, meet the criteria to be considered a cost to obtain a contract as they are directly
attributable to a contract, are incremental and management expects the fees to be recoverabl
a e.
Aptiv collects and remits taxes assessed by diffe
f rent governmental authorities that are both imposed on and concurrent
with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are
not limited to, sales, use, value-added, and some excise taxes. Aptiv reports the collection of these taxes on a net basis
(excluded fro
f
m revenues). Shipping and handling fee
f
s billed to customers are included in net sales, while costs of shipping and
handling are included in cost of sales. Refer
f
to Note 24. Revenue for fur
f
ther information.
Net income per share—Basic net income per share is computed by dividing net income attributable to ordinary
shareholders by the weighted average number of ordinary s
r
hares outstanding during the period. Diluted net income per share
reflects the weighted average dilutive impact of all potentially dilutive securities fro
f
m the date of issuance and is computed
using the treasury s
r
tock and if-converted methods. Prior to the conversion of the 5.50% Mandatory Convertible Prefer
f red
Shares, Series A, $0.01 par value per share (the “MCPS”) into ordinary s
r
hares in June 2023, the if-converted method was used
to determine if the impact of the conversion of the MCPS into ordinary shares was more dilutive than the MCPS dividends to
net income per share. If so, the MCPS were assumed to have been converted at the later of the beginning of the period or the
time of issuance, and the resulting ordinary s
r
hares were included in the denominator and the MCPS dividends were added back
to the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer
f
to
Note 15. Shareholders’ Equity and Net Income Per Share for additional infor
f
mation including the calculation of basic and
diluted net income per share.
Research and development—Costs are incurred in connection with research and development programs that are
expected to contribute to fut
f ur
t
e earnings. Such costs are charged against income as incurred. Total research and development
expenses, including engineering, net of customer reimbursements, were approximately $1,129 million, $1,097 million and
$1,289 million for
f
the years ended December 31, 2025, 2024 and 2023, respectively.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with
original maturities of three months or less, for which the book value appr
a
oximates fai
f r value.
Restricted cash—Restricted cash primarily includes balances on deposit at financial institutions that have issued letters
of credit in favor of Aptiv and cash deposited into escrow accounts.
Accounts receivable—Aptiv enters into agreements to sell certain of its accounts receivabl
a e, primarily in Europe. Sales
of receivabl
a es are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 860, Transfe
s rs and Servicing (“ASC 860”). Agreements which result in true sales of the
transfer
f red receivabl
a es, as defin
f ed in ASC 860, which occur when receivabl
a es are transferred without recourse to the Company,
are excluded fro
f
m amounts reported in the consolidated balance sheets. Cash proceeds received fro
f
m such sales are included in
81

operating cash flo
f ws. Agreements that allow Aptiv to maintain effe
f ctive control over the transfer
f red receivabl
a es and which do
not qualify a
f
s a sale, as defin
f ed in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance
sheets within accounts receivabl
a e, net and short-term debt. The expenses associated with receivabl
a es factoring are recorded in
the consolidated statements of operations within interest expense.
The Company exchanges certain amounts of accounts receivabl
a e, primarily in the Asia Pacific region, for bank notes with
original maturities greater than three months. The collection of such bank notes are included in operating cash flo
f ws based on
the substance of the underlying transactions, which are operating in natur
t
e. Bank notes held by the Company with original
maturities of three months or less are classified as cash and cash equivalents within the consolidated balance sheets, and those
with original maturities of greater than three months are classified as notes receivabl
a e within other current assets. The Company
may hold such bank notes until maturity, exchange them with suppl
u
iers to settle liabi
a lities, or sell them to third-party fin
f ancial
institutions in exchange for cash.
Credit losses—Aptiv is exposed to credit losses primarily through the sale of vehicle components, software licenses and
services. Aptiv assesses the creditworthiness of a counterpa
r
rty by conducting ongoing credit reviews, which considers the
Company’s expected billing exposure and timing for
f
payment, as well as the counterpa
r
rty’s established credit rating. When a
credit rating is not availabl
a e, the Company’s assessment is based on an analysis of the counterpa
r
rty’s fin
f ancial statements.
Aptiv also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. Based on
the outcome of this review, the Company establishes a credit limit for each counterpa
r
rty. The Company continues to monitor its
ongoing credit exposure through active review of counterpa
r
rty balances against contract terms and due dates, which includes
timely account reconciliation, payment confir
f mation and dispute resolution. The Company may also employ collection agencies
and legal counsel to pursue recovery of defaulted receivabl
a es, if necessary.
Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and
reasonabl
a e and suppor
u
tabl
a e for
f
ecasts to develop the estimate of the allowance for
f
doubtful accounts in accordance with ASC
Topic 326, Financial Ins
I
truments – Cre
C
dit Losses (“ASC 326”). As of December 31, 2025 and 2024, the Company reported
$3,477 million and $3,261 million, respectively, of accounts receivable, net of the allowances, which includes the allowance for
f
doubtful
f
accounts of $45 million and $37 million, respectively. The provision for doubtful accounts was $13 million, $11
million, and $12 million for
f
the years ended December 31, 2025, 2024 and 2023, respectively. Other changes in the allowance
were not material for the year ended December 31, 2025.
Inventories—As of December 31, 2025 and 2024, inventories are stated at the lower of cost, determined on a fir
f st-in,
first-out basis, or net realizabl
a e value, including direct material costs and direct and indirect manufact
f
ur
t
ing costs. Refer
f
to Note
3. Inventories for
f
additional infor
f
mation. Obsolete inventory i
r
s identifie
f d based on analysis of inventory f
r
or
f
known
obsolescence issues, and, generally, the net realizable value of inventory o
r
n hand in excess of one year’s suppl
u
y is ful
f ly-
reserved.
From time to time, payments may be received fro
f
m suppliers. These payments from suppliers are recognized as a
reduction of the cost of the material acquired dur
d
ing the period to which the payments relate. In some instances, supplier rebates
are received in conju
n nction with or concurrent with the negotiation of future purchase agreements and these amounts are
amortized over the prospective agreement period as purchases are made.
Property—Major improvements that materially extend the useful
f
life o
f
f property are capitalized. Expenditures for
f
repairs and maintenance are charged to expense as incurred. Depreciation is determined based on a straight-line method over
the estimated useful lives of groups
u
of property. Leasehold improvements under fin
f ance leases are depreciated over the period
of the lease or the life o
f
f the property, whichever is shorter. Refer to Note 6. Property, Net and Note 25. Leases for additional
information.
Pre-production costs related to long-term supply agreements—The Company incurs pre-production engineering,
development and tooling costs related to products produced for its customers under long-term suppl
u
y agreements. Engineering,
testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are
reimbursabl
a e, as specifie
f d in a customer contract. As of December 31, 2025 and 2024, $318 million and $305 million of such
contractua
t
lly reimbursabl
a e costs were capitalized, respectively. These amounts are recorded within other current and other long-
term assets in the consolidated balance sheets, as further detailed in Note 4. Assets.
Special tools represent Aptiv-owned tools, dies, jigs and other items used in the manufact
f
ur
t
e of customer components
that will be sold under long-term suppl
u
y arrangements, the costs of which are capitalized within property, plant and equipment
if the Company has title to the assets. Special tools also include capitalized unreimbursed pre-production tooling costs related to
customer-owned tools for
f
which the customer has provided Aptiv a non-cancellabl
a e right to use the tool. Aptiv-owned special
tool balances are depreciated over the expected life o
f
f the special tool or the life o
f
f the related vehicle program, whichever is
shorter. The unreimbursed costs incurred related to customer-owned special tools that are not subj
u ect to reimbursement are
capitalized and depreciated over the expected life o
f
f the special tool or the life o
f
f the related vehicle program, whichever is
shorter. At December 31, 2025 and 2024, the special tools balance, net of accumulated depreciation, was $492 million and $489
82

million, respectively, included within property, net in the consolidated balance sheets. As of December 31, 2025 and 2024, the
Aptiv-owned special tools balance was $352 million and $361 million, respectively, and the customer-owned special tools
balance was $140 million and $128 million, respectively.
Valuation of long-lived assets—The carrying value of long-lived assets held for use, including definite-lived intangible
assets, is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset
held for use is considered impaired when the anticipated separately identifia
f bl
a e undiscounted cash flo
f ws from the asset are less
than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds
the estimated fai
f r value of the long-lived asset. Impairment losses on long-lived assets held for sale are recognized if the
carrying value of the asset is in excess of the asset’s estimated fair value, reduced for the cost to dispose of the asset. Fair value
of long-lived assets is determined primarily using the anticipated cash flo
f ws discounted at a rate commensurate with the risk
involved (an income approach), and in certain situations Aptiv’s review of appraisals (a market approach). Refer to Note 6.
Property, Net and Note 7. Intangible Assets and Goodwill for
f
additional infor
f
mation.
Leases—The Company accounts for
f
leases in accordance with FASB ASC Topic 842, Leases. The Company determines
whether an arrangement is a lease at inception. For leases where the Company is the lessee, a lease liabi
a lity and a right-of-use
asset is recognized for all leases, with the exception of short-term leases with terms of twelve months or less. The lease liabi
a lity
represents the lessee’s obligation to make lease payments arising from a lease, and is measured as the present value of the lease
payments. As the rate implicit in the lease is usually not known at lease commencement, the Company uses its incremental
borrowing rate to discount the lease obligation. The right-of-use asset represents the lessee’s right to use a specified asset for
f
the
lease term, and is measured at the lease liabi
a lity amount, adjusted for
f
lease prepayment, lease incentives received and the
Company’s initial direct costs.
The Company applies the short-term lease exception, which results in a single lease cost being allocated over the lease
term, generally on a straight-line basis, for
f
leases with a term of twelve months or less. These leases are not presented in the
consolidated balance sheets. Additionally, the Company appl
a
ies the practical expedient to not separate lease components fro
f
m
non-lease components and instead accounts for
f
both as a single lease component for all asset classes. Refer to Note 25. Leases
for additional infor
f
mation.
Intangible assets—The Company amortizes definite-lived intangible assets over their estimated useful lives. The
Company has definite-lived intangible assets related to patents and developed technology, customer relationships and trade
names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for
f
impairment
annually, or more fre
f quently when indicators of potential impairment exist, until the completion or aba
a
ndonment of the
associated research and development efforts. Upon completion of the proje
o cts, the assets will be amortized over the expected
economic life o
f
f the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the
asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible
assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods
of time over which they are expected to contribute cash flo
f ws. These indefinite-lived trade name assets are tested for
f
impairment annually, or more fre
f quently when indicators of potential impairment exist. Costs to renew or extend the term of
acquired intangible assets are recognized as expense as incurred. No intangible asset impairment charges were recorded dur
d
ing
the years ended December 31, 2025, 2024 and 2023. Refer to Note 7. Intangible Assets and Goodwill for additional
information.
Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifia
f bl
a e net assets acquired in
business combinations. The Company tests goodwill for impairment annually in the four
f
th quarter, or more fre
f quently when
indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout
the fis
f cal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components
of operating segments which constitute businesses for
f
which discrete fin
f ancial information is availabl
a e and is regularly
reviewed by segment management.
The impairment test involves fir
f st qualitatively assessing goodwill for
f
impairment. If the qualitative assessment is not
met, the Company then performs a quantitative assessment by comparing the estimated fai
f r value of each reporting unit to its
carrying value, including goodwill. Fair value refle
f cts the price a market participant would be willing to pay in a potential sale
of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has
occurred. If the carrying value of the reporting unit exceeds its estimated fai
f r value, the Company recognizes an impairment
loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit.
When a quantitative assessment is required, the estimated fair value of the Company’s reporting units is primarily
determined using discounted cash flow projections. Forecasts of fut
f ur
t
e cash flo
f ws are based on management’s best estimates.
The discount rate is determined using a weighted average cost of capital adjusted for
f
risk factors specific to the reporting unit.
Refer to Note 20. Acquisitions and Divestitures, for fur
f
ther information on the goodwill attributable to the Company’s
acquisitions.
83

Goodwill impairment—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. As described in Note 1. General, in the first quarter of
2025 Aptiv realigned its business into three reportabl
a e operating segments: Advanced Safety and User Experience, Engineered
Components Group and Electrical Distribution Systems. Concurrent with the change in reportabl
a e operating segments, the
Company reassigned goodwill to the updated reporting units using a relative fai
f r value approach. Aptiv tested goodwill related
to the impacted reporting units immediately befor
f
e and afte
f r the reassignment and concluded no goodwill impairments existed.
The Company assessed changes in circumstances that occurred dur
d
ing the third quarter of 2025 related to increased
discount rates and a reduc
d
tion in for
f
ecasted cash flo
f ws, which led the Company to conclude that, when considering the events
and fact
f
ors in totality, it was more likely than not that the estimated fai
f r value of its Wind River reporting unit within the
Advanced Safety and User Experience segment would be below its carrying value at September 30, 2025. Accordingly, we
performed an interim quantitative assessment for
f
goodwill impairment. The modifications to forecasted reporting unit cash
flows were attributable to the impacts resulting fro
f
m market and industry d
r
elays in the broader adoption of softw
f
are-defined
vehicles. For example, certain of our OEM customers have recently announced delays in their softw
f
are-defined vehicle
investment strategies amidst reduced expectations for consumer demand for
f
these products. Additionally, the Company is
making incremental investments to fur
f
ther develop and grow the aerospace & defen
f
se and telecommunications businesses and
product offerings for the reporting unit.
The estimated fai
f r value of this reporting unit was primarily determined using discounted cash flo
f w proje
o ctions.
Significant assumptions included management’s for
f
ecasted cash flo
f ws, including estimated fut
f ur
t
e revenue growth, EBITDA
margins and the discount rate. Forecasts of future cash flo
f ws are based on management’s best estimates. The discount rate was
determined using a weighted average cost of capital adjusted for
f
risk factors specific to the reporting unit. The estimated fai
f r
value of the reporting unit was developed based on current and future market conditions and the best information availabl
a e at
the impairment assessment date.
The assessment indicated that the carrying value of this reporting unit exceeded its estimated fai
f r value, and as a result,
during the third quarter of 2025, the Company recorded a non-cash, pre-tax goodwill impairment charge of appr
a
oximately $648
million related to the Wind River reporting unit. Following the impairment, goodwill related to this reporting unit was
approximately $1,631 million.
In the four
f
th quarter of 2025, the Company completed a qualitative goodwill impairment assessment and, after evaluating
the results, events and circumstances of the Company, we concluded that suffi
f cient evidence existed to assert qualitatively that
it was more likely than not that the estimated fai
f r value for our other reporting units remained in excess of their carrying values.
No goodwill impairments were recorded in 2024 or 2023. Refer to Note 7. Intangible Assets and Goodwill for additional
information.
Although we believe our estimate of fair value is reasonabl
a e based on current and fut
f ur
t
e market conditions and the best
information availabl
a e at the impairment assessment date, the reporting unit’s fut
f ur
t
e fin
f ancial performance is dependent on our
ability to execute our business plan. Future changes in the judgments, assumptions and estimates used in our impairment testing
for goodwill, including discount rates and cash flo
f w proje
o ctions, could result in significantly different estimates of the fair
value. A reduc
d
tion in the estimated fai
f r value could result in non-cash impairment charges in a fut
f ur
t
e period.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the
product based on an estimate of the amount that eventually will be required to settle such obligations. These accrua
r
ls are based
on factors such as past experience, production changes, industry d
r
evelopments and various other considerations. Costs of
product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including
labor
a
to remove and replace the recalled part, are accrue
r
d as part of our warranty accrua
r
l at the time an obligation becomes
probabl
a e and can be reasonabl
a y estimated. These estimates are adjusted fro
f
m time to time based on fact
f
s and circumstances that
impact the status of existing claims. Refer
f
to Note 9. Warranty Obligations for additional infor
f
mation.
Income taxes—Defer
f red tax assets and liabi
a lities reflect temporary d
r
iffe
f rences between the amount of assets and
liabi
a lities for fin
f ancial and tax reporting purpos
r
es. Such amounts are adju
d sted, as app
a
ropriate, to refle
f ct changes in tax rates
expected to be in effe
f ct when the temporary d
r
iffe
f rences reverse. The effect on deferred tax assets and liabi
a lities of a change in
tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce
deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more
likely than not that the defer
f red tax assets will not be realized in the fut
f ur
t
e, the valuation allowance adjustment to the defer
f red
tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining whether
an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more
likely than not to be sustained upon
u
examination, and if so, a tax benefit is measured on a cumulative probabi
a lity basis that is
more likely than not to be realized upon the ultimate settlement. In determining the provision for income taxes for fin
f ancial
statement purpos
r
es, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its
deferred tax assets, as well as its calculation of certain tax liabi
a lities. As it relates to changes in accumulated other
84

comprehensive income (loss), the Company’s policy is to release tax effects fro
f
m accumulated other comprehensive income
(loss) when the underlying components affect earnings. Refer
f
to Note 14. Income Taxes for
f
additional infor
f
mation.
Foreign currency translation—Assets and liabi
a lities of non-U.S. subs
u
idiaries that use a currency other than U.S. dollars
as their func
f
tional currency are translated to U.S. dollars at end-of-p
f
eriod currency exchange rates. The consolidated statements
of operations of non-U.S. subs
u
idiaries are translated to U.S. dollars at average-period currency exchange rates. The effect of
translation for
f
non-U.S. subs
u
idiaries is generally reported in other comprehensive income (“OCI”). The accumulated for
f
eign
currency translation adjustment related to an investment in a for
f
eign subs
u
idiary is reclassified to net income upon
u
sale or upon
complete or subs
u
tantially complete liquidation of the respective entity. The effe
f ct of remeasurement of assets and liabi
a lities of
non-U.S. subs
u
idiaries that use the U.S. dollar as their functional currency is primarily included in cost of sales. Also included in
cost of sales are gains and losses arising from transactions denominated in a currency other than the func
f
tional currency of a
particular entity. Net foreign currency transaction losses of $48 million, $1 million and $23 million were included in the
consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively.
Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers
and to lower operating costs. This includes the realignment of its existing manufact
f
ur
t
ing capacity, faci
f
lity closures, or similar
actions, either in the normal course of business or pursuant to significant restruc
r
turing programs. These actions may result in
employees receiving voluntary o
r
r involuntary e
r
mployee termination benefits
f
, which are mainly pursuant to union or other
contractua
t
l agreements or statut
t ory r
r
equirements. Voluntary t
r
ermination benefit
f s are accrue
r
d when an employee accepts the
related offer. Involuntary t
r
ermination benefit
f s are accrue
r
d upon
u
the commitment to a termination plan and when the benefit
f
arrangement is communicated to affected employees, or when liabi
a lities are determined to be probabl
a e and estimabl
a e,
depending on the existence of a substantive plan for
f
severance or termination. Contract termination costs are recorded when
contracts are terminated. All other exit costs are expensed as incurred. Refer to Note 10. Restructur
t
ing for
f
additional
information.
Customer concentrations—We sell our products and services to the majo
a r global OEMs in every region of the world.
Our ten largest customers accounted for appr
a
oximately 56%, 55% and 54% of our total net sales for
f
the years ended December
31, 2025, 2024 and 2023, respectively, which included appr
a
oximately 10% to an individual Global OEM during the year ended
December 31, 2025, and none of which individua
d
lly exceeded 10% for the years ended December 31, 2024 and 2023. During
the year ended December 31, 2025, our Electrical Distribution Systems segment recognized net sales to each of our ten largest
customers, and our Engineered Components Group segment and Advanced Safety and User Experience segment recognized net
sales to nine of our ten largest customers. During the year ended December 31, 2024, our Electrical Distribution Systems
segment and Advanced Safety and User Experience segment recognized net sales to each of our ten largest customers, and our
Engineered Components Group segment recognized net sales to nine of our ten largest customers. During the year ended
December 31, 2023, our Electrical Distribution Systems segment recognized net sales to each of our ten largest customers, our
Engineered Components Group segment recognized net sales to nine of our ten largest customers and our Advanced Safety and
User Experience segment recognized net sales to eight of our ten largest customers.
Derivative fin
f
ancial instruments—All derivative instrum
r
ents are required to be reported on the balance sheet at fair
value unless the transactions qualify a
f
nd are designated as normal purchases or sales. Changes in fai
f r value are reported
currently through earnings unless they meet hedge accounting criteria.
Exposure to flu
f ctua
t
tions in currency exchange rates and certain commodity prices are managed by entering into a variety
of forward and option contracts and swaps with various counterpa
r
rties. Such financial exposures are managed in accordance
with the policies and procedur
d
es of Aptiv. Aptiv does not enter into derivative transactions for speculative or trading purpos
r
es.
As part of the hedging program appr
a
oval process, Aptiv identifie
f s the specific fin
f ancial risk which the derivative transaction
will minimize, the appr
a
opriate hedging instrument to be used to reduce the risk and the correlation between the fin
f ancial risk
and the hedging instrum
r
ent. Purchase orders, sales contracts, letters of intent, capital planning forecasts and historical data are
used as the basis for determining the anticipated values of the transactions to be hedged. Aptiv does not enter into derivative
transactions that do not have a high correlation with the underlying financial risk. Hedge positions, as well as the correlation
between the transaction risks and the hedging instruments, are reviewed on an ongoing basis.
Foreign exchange forward contracts are accounted for as hedges of fir
f m or for
f
ecasted for
f
eign currency commitments or
foreign currency exposure of the net investment in certain for
f
eign operations to the extent they are designated and assessed as
highly effective. All for
f
eign exchange contracts are marked to market on a current basis. Commodity swaps are accounted for
as hedges of fir
f m or anticipated commodity purchase contracts to the extent they are designated and assessed as effective. All
other commodity derivative contracts that are not designated as hedges are either marked to market on a current basis or are
exempted from mark to market accounting as normal purchases. At December 31, 2025 and 2024, the Company’s exposure to
movements in interest rates was not hedged with derivative instrum
r
ents. Refer
f
to Note 17. Derivatives and Hedging Activities
and Note 18. Fair Value of Financial Instruments for
f
additional infor
f
mation.
85

Extended disability benefits—Costs associated with extended disability benefit
f s provided to inactive employees are
accrue
r
d throughout the dur
d
ation of their active employment. Workforce demographic data and historical experience are utilized
to develop proje
o ctions of time frames and related expense for
f
post-employment benefit
f s.
Workers’ compensation benefit
f s—Workers’ compensation benefit
f
accrua
r
ls are actua
t
rially determined and are subj
u ect
to the existing workers’ compensation laws that vary b
r
y location. Accrua
r
ls for workers’ compensation benefits
f
represent the
discounted future cash expenditures expected during the period between the incidents necessitating the employees to be idled
and the time when such employees return to work, are eligible for retirement or otherwise terminate their employment.
Share-based compensation—The Company’s share-based compensation arrangements primarily consist of the Aptiv
PLC Long Term Incentive Plan, as amended and restated effe
f ctive April 23, 2015 (the “PLC LTIP”), under which grants of
restricted stock units (“RSUs”) have been made in each year prior to April 2024, and the 2024 Long-Term Incentive Plan (the
“2024 LTIP”), under which grants of RSUs were made beginning in April 2024. The RSU awards include a time-based vesting
portion and a performance-based vesting portion. The performance-based vesting portion includes performance and market
conditions in addition to service conditions. The grant date fai
f r value of the RSUs is determined based on the closing price of
the Company’s ordinary s
r
hares on the date of the grant of the award, including an estimate for for
f
feitures, or a
contemporaneous valuation performed by a third-party valuation specialist with respect to awards with market conditions.
Compensation expense is recognized based upon
u
the grant date fair value of the awards applied to the Company’s best estimate
of ultimate performance against the respective targets on a straight-line basis over the requisite vesting period of the awards.
The performance conditions require management to make assumptions regarding the likelihood of achieving certain
performance goals. Changes in these performance assumptions, as well as diffe
f rences in actua
t
l results from management’s
estimates, could result in estimated or actua
t
l values diffe
f rent from previously estimated fai
f r values. Refer to Note 21. Share-
Based Compensation for
f
additional infor
f
mation.
Business combinations—The Company accounts for
f
its business combinations in accordance with the accounting
guidance in FASB ASC 805, Business Combinations. The purchase price of an acquired business is allocated to its identifia
f bl
a e
assets and liabi
a lities based on estimated fai
f r values. The excess of the purchase price over the amount allocated to the assets and
liabi
a lities, if any, is recorded as goodwill. Determining the fair values of assets acquired and liabi
a lities assumed requires
management’s judgment, the utilization of independent appraisal fir
f ms and often involves the use of significant estimates and
assumptions with respect to the timing and amount of future cash flows, market rate assumptions, actua
t
rial assumptions, and
appropriate discount rates, among other items. Refer
f
to Note 20. Acquisitions and Divestitures for
f
additional infor
f
mation.
Government incentives—From time to time, Aptiv receives government incentives in the for
f
m of cash grants and other
incentives in return for past or fut
f ur
t
e compliance with certain conditions. The Company accounts for
f
funds received from
f
government grants that are not in the for
f
m of an income tax credit, revenue from a contract with a customer or a loan, by
analogy to International Accounting Standards 20, Accounting for
f
Government Grants a
t
nd Disc
i
losure of Government
Assist
i ance. Accordingly, we recognize funds we receive from government grants in the consolidated statements of operations
when there is reasonabl
a e assurance that Aptiv will comply with the conditions associated with the grant and the grants will be
received. Recognition occurs on a systematic basis over the periods in which Aptiv recognizes, as expenses, the related costs for
which the grants are intended to defra
f y.
Aptiv is eligible to receive certain government grants because we engage in qualifyi
f ng capital investments and other
activities as defin
f ed by the relevant governmental entities awarding the grants. Typically, grant agreements require that Aptiv
complies with certain conditions, including committing to minimum levels of capital investment and maintenance of a
minimum level of headcount at the impacted manufact
f
ur
t
ing site. Aptiv generally recognizes government grants of an operating
nature as a reduc
d
tion to operating expenses (primarily cost of sales) in the consolidated statements of operations. During the
year ended December 31, 2025, government grants were recognized as reductions to operating expenses of appr
a
oximately $55
million. Government incentives that have been received, but not yet recognized as reductions to operating expenses totaled
approximately $20 million (of which $15 million was recorded within other current liabi
a lities and $5 million was recorded in
other long-term liabi
a lities) as of December 31, 2025.
Aptiv records capital-related grants as a reduction to property, plant and equipment, net in the consolidated balance sheets,
which ultimately results in a reduction to depreciation expense over the useful
f
life o
f
f the corresponding asset. Capi
a tal-related
grants reduced gross property, plant and equipment by less than $1 million dur
d
ing the year ended December 31, 2025. Amounts
recorded as due from and due to governmental entities in the consolidated balance sheets were not significant for
f
any period
presented.
Our agreements with governmental entities have an average duration of seven years and certain of these agreements
include provisions for the recapture of funding if the Company fails to comply with various aspects of the agreement.
Recently adopted accounting pronouncements—Aptiv adopted ASU 2023-05, Business Combinations - Joi
J nt Venture
Formations (Subt
S
opic 805-60): Recognition and Initial Mea
M
surement in the fir
f st quarter of 2025. The amendments in this
update require a joint ventur
t
e to initially recognize all contributions received at fai
f r value upon formation. The new guidance is
86

applicable to joint venture entities with a for
f
mation date on or after January 1, 2025 and is to be appl
a
ied prospectively. As the
Company did not have any appl
a
icable joint venture formations during 2025, there was no impact to the Company’s fin
f ancial
statements upon adoption. The adoption of this guidance will be appl
a
ied to any applicable joint venture formations that occur in
future periods.
Aptiv adopted ASU 2023-09, Income Taxe
a
s (To
(
pi
o c 740): Imp
I
rovements to Income Tax D
a
isclosures in the fir
f st quarter of
2025. The amendments in this update require public entities to disclose specific categories in the effe
f ctive tax rate
reconciliation, as well as additional infor
f
mation for
f
reconciling items that exceed a quantitative threshold. The amendments also
require all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for
specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. The adoption of this
guidance resulted in incremental disclosures in the Company’s fin
f ancial statements.
Recently issued accounting pronouncements not yet adopted—In December 2025, the FASB issued ASU 2025-12,
Codific
i
ation Imp
I
rovements.
t
The amendments in this update address changes to the Codification that clarify, correct errors and
make minor improvements, making the Codification easier to understand and appl
a
y. The new guidance will be applied
prospectively and is effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2026, and interim periods within those annual
reporting periods, with the option to appl
a
y retrospectively. Early adoption is permitted. The adoption of this guidance is not
expected to have a significant impact on Aptiv’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (To
(
pi
o c 270): Nar
N
row-Scope Impr
m
ovements. The
amendments in this update provide clarific
f ations intended to improve the consistency and usability of interim disclosure
requirements and the appl
a
icability to Topic 270. The amendments also provide additional guidance for
f
reporting material events
occurring afte
f r the most recent annual period. The new guidance will be applied prospectively and is effe
f ctive for
f
fiscal years
beginning afte
f r December 15, 2027, and interim periods within those annual reporting periods, with the option to appl
a
y
retrospectively Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on
Aptiv’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (
t
To
(
pi
o c 832): Accounting for
f
Government Grantst
Received by Business Entities. The amendments in this update establ
a ish the accounting for
f
government grants, including
guidance for
f
grants related to an asset and grants related to income. The new guidance will be applied prospectively and is
effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2028, and interim periods within those annual reporting periods, with
the option to appl
a
y retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the
adoption of this guidance will have on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topi
T
c 815): Hed
H
ge
d
Accounting
Impr
m
ovements. The amendments in this update provide targeted improvements intended to enhance alignment between risk
management activities and financial reporting, including expanded eligibility of forecasted transactions, additional fle
f xibility in
measuring hedge effe
f ctiveness and clarific
f ations related to hedging non-financial items. The new guidance will be applied
prospectively and is effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2026, and interim periods within those annual
reporting periods, with the option to appl
a
y retrospectively. Early adoption is permitted. The Company is currently evaluating
the impact that the adoption of this guidance will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topi
T
c 815) and Revenue from Contra
t
ctst
with Customers (
r
To
(
pi
o c 606): Derivatives Scope Refin
e
ements and Scope Clarification for
f
Share-Based Non
N
cash Consider
d
ation
from a Cus
C
tomer in a Revenue Contra
t
ct. The amendments in this update exclude from derivative accounting non-exchange-
traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The
amendments also provide clarific
f ation for
f
share-based payments fro
f
m a customer in a revenue contract. The new guidance will
be applied prospectively and is effective for
f
fiscal years beginning afte
f r December 15, 2026, and interim periods within those
annual reporting periods, with the option to appl
a
y retrospectively. Early adoption is permitted. The adoption of this guidance is
not expected to have a significant impact on Aptiv’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Othe
t
r—Int
I ernal-Use
U
Softw
f
are (Subt
(
opic
350-40): Tar
T
ge
r
ted Imp
I
rovements to the Accounting for
f
Internal-Use
U
Softw
f
are. The amendments in this update clarify a
f
nd
modernize the accounting for
f
costs related to internal-use software. The amendments also remove references to prescriptive and
sequential softw
f
are development stages, as well as clarify d
f
isclosure requirements for
f
capitalized software costs. The new
guidance will be applied prospectively and is effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2027, and interim periods
within those annual reporting periods, with the option to appl
a
y retrospectively. Early adoption is permitted. The adoption of this
guidance is not expected to have a significant impact on Aptiv’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Ins
I
truments—Cre
C
dit Losses (To
(
pi
o c 326): Mea
M
surement of Credit
Losses for
f
Accounts R
t
eceivable and Contra
t
ct Assets. The amendments in this update provide a practical expedient for
f
estimating credit losses for
f
current accounts receivabl
a e and current contract assets that arise fro
f
m transactions accounted for in
accordance with ASC Topic 606, Revenue from Contra
t
cts w
t
ith Customersr . The new guidance will be applied prospectively and
87

is effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2025, and interim periods within those annual reporting periods. Early
adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s consolidated
financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topi
T
c 805) and Consolidat
d ion (To
(
pi
o c 810):
Determining the
t
Accounting Acquirer in the
t
Acquisi
i tion of a
o
Variable Int
I erest Ent
E ity. The amendments in this update clarify
f
guidance for
f
identifying the accounting acquirer in business combination effected primarily by exchanging equity interests
when the legal acquiree is a variable interest entity that meets the definition of a business. The new guidance will be applied
prospectively and is effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2026 and interim periods within those annual
reporting periods. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on
Aptiv’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Re
—
por
e
ting Comprehensive Inc
I
ome—Ex
—
pe
x
nse
Disa
i
ggregation Disclosures (Subt
S
opic 220-40): Disaggregation of I
o
nc
I
ome Sta
S tement Expe
x
nses. The amendments in this update
require public entities to disclose, on an annual and interim basis, disaggregated information about
a
certain income statement
expenses, including purchases of inventory,
r
employee compensation, depreciation, intangible asset amortization and depletion,
that are included in each relevant income statement expense line item. The amendments also require qualitative descriptions of
the amounts remaining in relevant expense line items not separately disaggregated quantitatively. Certain amounts already
disclosed under existing U.S. GAAP are required to be included in the same disclosure as the other disaggregated income
statement expense line items. In addition, the amendments require disclosure of the total amount of selling expenses and, in
annual reporting periods, an entity’s defin
f ition of those expenses. The new guidance will be applied prospectively and is
effe
f ctive for
f
fiscal years beginning afte
f r December 15, 2026 and interim periods within fiscal years beginning afte
f r December
15, 2027. Early adoption is permitted. The adoption of this guidance is expected to result in incremental disclosures in the
Company’s fin
f ancial statements.
3. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, fir
f st-out basis, or net realizable value, including direct
material costs and direct and indirect manufact
f
ur
t
ing costs. A summary of inventories is shown below:
December 31,
2025
December 31,
2024
(in millions)
Productive material ..................................................................................................................... $
1,584
$
1,463
Work-in-process..........................................................................................................................
244
199
Finished goods ............................................................................................................................
733
658
Total........................................................................................................................................ $
2,561
$
2,320
88

4. ASSETS
Other current assets consisted of the following:
December 31,
2025
December 31,
2024
(in millions)
Value added tax receivabl
a e ......................................................................................................... $
175
$
184
Prepaid insurance and other expenses.........................................................................................
137
97
Reimbursabl
a e engineering costs..................................................................................................
204
181
Notes receivabl
a e..........................................................................................................................
5
6
Income and other taxes receivabl
a e..............................................................................................
107
106
Deposits to vendors.....................................................................................................................
6
4
Derivative fin
f ancial instruments (Note 17).................................................................................
133
18
Capi
a talized upfro
f
nt fees (Note 24)..............................................................................................
14
10
Contract assets (Note 24)............................................................................................................
68
65
Other ...........................................................................................................................................
4
—
Total........................................................................................................................................ $
853
$
671
Other long-term assets consisted of the following:
December 31,
2025
December 31,
2024
(in millions)
Deferred income taxes, net (Note 14)......................................................................................... $
1,828
$
2,281
Unamortized Revolving Credit Facility debt issuance costs ......................................................
6
4
Income and other taxes receivabl
a e..............................................................................................
74
47
Reimbursabl
a e engineering costs..................................................................................................
114
124
Value added tax receivabl
a e .........................................................................................................
2
2
Technology investments (Note 5)...............................................................................................
65
178
Derivative fin
f ancial instruments (Note 17).................................................................................
34
1
Capi
a talized upfro
f
nt fees (Note 24)..............................................................................................
40
43
Contract assets (Note 24)............................................................................................................
92
65
Other ...........................................................................................................................................
107
97
Total........................................................................................................................................ $
2,362
$
2,842
5. INVESTMENTS IN AFFILIATES
Equity Method Investments
As part of Aptiv’s operations, it has investments in fiv
f e non-consolidated affi
f liates accounted for under the equity method
of accounting. These affil
f iates are not publicly traded companies and are located primarily in North America, Europe and Asia
Pacific. Aptiv’s ownership percentages vary g
r
enerally from approximately 13% to 50%, with the most significant investments
being in Motional AD LLC (“Motional”) (of which Aptiv owns 13%), StradVision, Inc. (“StradVision”) (of which Aptiv owns
approximately 41%) and in Promotora de Partes Electricas Automotrices, S.A. de C.V. (of which Aptiv owns approximately
40%). The Company’s aggregate investments in affiliates was $1,431 million and $1,433 million at December 31, 2025 and
2024, respectively. Dividends of $20 million, $12 million and $5 million for
f
the years ended December 31, 2025, 2024 and
2023, respectively, have been received fro
f
m these non-consolidated affi
f liates. There were no impairment charges recorded for
f
the year ended December 31, 2025 related to these investments. During the year ended December 31, 2024, Aptiv recorded a
non-cash, pre-tax impairment charge of appr
a
oximately $36 million for
f
its non-consolidated affi
f liate TTTech Auto AG
(“TTTech Auto”), as described below, within net gain on equity method transactions in the consolidated statements of
operations. There were no impairment charges recorded for the year ended December 31, 2023 related to these investments.
89

The fol
f lowing is a summary of the combined fin
f ancial information of significant affiliates accounted for under the equity
method as of December 31, 2025 and 2024 and for
f
the years ended December 31, 2025, 2024 and 2023:
December 31,
2025
2024
(in millions)
Current assets.............................................................................................................................. $
749
$
727
Non-current assets.......................................................................................................................
2,414
2,432
Total assets ............................................................................................................................. $
3,163
$
3,159
Current liabi
a lities......................................................................................................................... $
199
$
235
Non-current liabi
a lities .................................................................................................................
80
73
Shareholders’ equity ...................................................................................................................
2,884
2,851
Total liabi
a lities and shareholders’ equity................................................................................ $
3,163
$
3,159
Year Ended December 31,
2025
2024
2023
(in millions)
Net sales .......................................................................................................... $
858
$
974
$
813
Gross loss ........................................................................................................ $
(132) $
(136) $
(327)
Net loss............................................................................................................ $
(307) $
(397) $
(624)
A summary of transactions with affi
f liates is shown below:
Year Ended December 31,
2025
2024
2023
(in millions)
Sales to affiliates ............................................................................................. $
7
$
15
$
15
Purchases fro
f
m affiliates ................................................................................. $
12
$
8
$
15
A summary of amounts recorded in the Company’s consolidated balance sheets related to its affi
f liates is shown below:
December 31,
2025
2024
(in millions)
Receivabl
a es due from affiliates................................................................................................... $
1
$
—
Payabl
a es due to affi
f liates............................................................................................................. $
2
$
13
Investment in Str
S adVis
V ion, Inc.
On October 20, 2025, Aptiv entered into an agreement with StradVision, a provider of deep learning-based camera
perception softw
f
are for
f
automotive appl
a
ications, to convert the Company’s existing preferred shares in StradVision into
common shares (the “Conversion”), resulting in a common equity interest of approximately 41% in StradVision. Aptiv
previously made KRW-denominated investments in StradVision totaling appr
a
oximately $40 million in the first half of 2025 and
approximately $108 million in prior years (using for
f
eign currency rates on the date of the respective investments).
Prior to the Conversion, due to the Company’s redemption rights, the Company’s investment in StradVision was
classified as an availabl
a e-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in
fair value recorded in other comprehensive income. The fair value of the availabl
a e-for-sale debt security on the Conversion date
was appr
a
oximately $149 million. Following the Conversion, Aptiv began accounting for
f
its investment in StradVision under the
equity method.
90

The investment was reclassified to investments in affiliates in the consolidated balance sheets and is included in the
Advanced Safety and User Experience segment. As of December 31, 2025, the carrying value of the Company’s investment in
StradVision was approximately $143 million. As of December 31, 2025, the diffe
f rence between the amount at which the
Company’s investment is carried and the amount of the Company’s share of the underlying equity in net assets of StradVision
was appr
a
oximately $137 million. The basis difference is primarily attributable to equity method goodwill associated with the
investment, which is not amortized, and amortizing intangible assets associated with the investment.
Motional Joint Ven
V
ture Funding and Ownership Restru
t
cturing Tra
T
nsactions
On April 19, 2024, Aptiv and Hyundai Motor Group (“Hyundai”) entered into an agreement to restruc
r
ture Aptiv’s
ownership interest in Motional and for Hyundai to provide additional fundi
f
ng to Motional, each as described below. Prior to
these transactions, Motional was 50% owned by each of Aptiv and Hyundai.
As part of the agreement, on May 2, 2024, Hyundai invested $475 million in Motional in exchange for additional
common equity interests. Aptiv did not participate in this fun
f
ding round. This transaction resulted in the dilution of Aptiv’s
common equity interest in Motional fro
f
m 50% to approximately 44%, prior to the completion of any further transactions as
described below. As these units were issued at a valuation greater than the carrying value of our investment in Motional, the
Company recognized a gain of app
a
roximately $91 million during the year ended December 31, 2024, within net gain on equity
method transactions in the consolidated statements of operations.
Also as part of the agreement, on May 16, 2024, Aptiv sold 11% of its common equity interest in Motional to Hyundai
for appr
a
oximately $448 million of cash consideration. Aptiv also exchanged appr
a
oximately 21% of its common equity in
Motional for
f
a like number of Motional prefer
f red shares. These transactions resulted in the reduction of Aptiv’s common equity
interest in Motional fro
f
m appr
a
oximately 44% to approximately 15%. As a result of these transactions, the Company recognized
a gain of appr
a
oximately $550 million dur
d
ing the year ended December 31, 2024, within net gain on equity method transactions
in the consolidated statements of operations.
The total gain recorded as a result of the Motional fun
f
ding and ownership restructur
t
ing transactions completed in May
2024, all as described above
a
, was approximately $641 million (approximately $2.50 per diluted share) for the year ended
December 31, 2024.
On May 30, 2025, Hyundai invested approximately $440 million in Motional in exchange for additional common equity
interests. Aptiv did not participate in this fundi
f
ng round. This transaction resulted in the dilution of Aptiv’s common equity
interest in Motional fro
f
m appr
a
oximately 15% as of March 31, 2025 to approximately 13% as of December 31, 2025. As a result
of this transaction, the Company recognized a gain of appr
a
oximately $33 million (approximately $0.15 per diluted share) dur
d
ing
the year ended December 31, 2025, within net gain on equity method transactions in the consolidated statements of operations.
As of December 31, 2025, the carrying values of the Company’s common equity and preferred equity investments in
Motional were $246 million and $899 million, respectively. As of December 31, 2024, the carrying values of the Company’s
common equity and prefer
f red equity investments in Motional were $256 million and $899 million, respectively. These
investments are recorded within investment in affi
f liates in the consolidated balance sheets and included in the Advanced Safety
and User Experience segment. The Company's preferred equity investment in Motional was initially measured at fair value, and
subs
u
equently accounted for under the measurement alternative in accordance with ASC Topic 321, Investments – Equity
Securities, as it does not have a readily determinable fair value.
Investment in TTTe
T
ch Auto AG
On March 15, 2022, Aptiv acquired app
a
roximately 20% of the equity interests of TTTech Auto AG (“TTTech Auto”), a
leading provider of safet
f y-critical middleware solutions for advanced driver-assistance systems and autonomous driving
applications, for
f
€200 million (approximately $220 million, using for
f
eign currency rates on the investment date).
In 2024, the shareholders of TTTech Auto entered into an agreement for the sale of 100% of TTTech Auto to an unrelated
third party, and as a result, the Company determined there was an other-than-temporary i
r
mpairment to its equity method
investment in TTTech Auto in the four
f
th quarter of 2024 based on the anticipated acquisition value of TTTech Auto. During the
year ended December 31, 2024, the Company’s equity investment in TTTech Auto was written down to its estimated fai
f r value
of $147 million, resulting in a non-cash, pre-tax impairment charge of app
a
roximately $36 million within net gain on equity
method transactions in the consolidated statements of operations.
91

The impairment was based on the fair value of the investment at the balance sheet date. The fair value was determined
based on the contractua
t
l sales price of TTTech Auto pursuant to the executed purchase and sale agreement. Contractua
t
l sales
prices are considered observabl
a e inputs other than quoted prices, and are therefore classified as a Level 2 measurement.
The sale of TTTech Auto closed in June 2025, resulting in net cash proceeds to Aptiv of $164 million. As a result of the
sale, the Company recognized a gain of app
a
roximately $13 million dur
d
ing the year ended December 31, 2025, within net gain
on equity method transactions in the consolidated statements of operations, which includes accumulated currency translation
adju
d stment impacts of $6 million. Following completion of the sale, Aptiv no longer holds an equity interest in TTTech Auto
and accordingly reduc
d
ed the carrying value of the investment to zero in the consolidated balance sheet. As of December 31,
2024, the carrying value of the Company’s investment in TTTech Auto was $147 million, which was included in the Advanced
Safety and User Experience segment. As of December 31, 2024, the diffe
f rence between the amount at which the Company’s
investment was carried and the amount of the Company’s share of the underlying equity in net assets of TTTech Auto was
approximately $111 million. The basis difference was primarily attributable to equity method goodwill associated with the
investment, which was not amortized.
Technology Investments
The Company has made technology investments in certain non-consolidated affi
f liates for
f
which Aptiv does not have the
ability to exercise significant influ
f ence (generally when ownership interest is less than 20%) as described in Note 2. Significant
Accounting Policies. Equity investments in non-consolidated affi
f liates without readily determinable fair values are measured at
cost, less impairments, adjusted for
f
observabl
a e price changes in orderly transactions for identical or similar investments of the
same issuer. Investments in availabl
a e-for-sale debt securities are measured at fair value based on significant inputs that are not
observable in the market. Equity investments in publicly traded equity securities are measured at fair value based on quoted
prices for identical assets on active market exchanges.
The fol
f lowing is a summary of technology investments, which are classified within other long-term assets in the
consolidated balance sheets, as of December 31, 2025 and 2024:
December 31,
Investment Name
Segment
2025
2024
(in millions)
Publicly traded equity securities:
Smart Eye AB ...........................................
Advanced Safety and User Experience
$
—
$
5
Valens Semiconductor Ltd. .......................
Engineered Components Group
—
6
Total publicly traded equity securities ..............................................................................
—
11
Non-publicly traded investments:
StradVision, Inc.........................................
Advanced Safety and User Experience
—
106
MAXIEYE Automotive Technology
(Ningbo) Co., Ltd. .....................................
Advanced Safety and User Experience
57
55
Other investments......................................
Various
8
6
Total non-publicly traded investments..............................................................................
65
167
Total technology investments ........................................................................................ $
65
$
178
During the year ended December 31, 2025, the Company sold its Valens Semiconductor Ltd. ordinary s
r
hares for
f
net
proceeds of appr
a
oximately $6 million and its Smart Eye AB ordinary shares for net proceeds of approximately $6 million.
92

In September 2024, the Company’s Advanced Safety and User Experience segment made an investment totaling
approximately 399 million Chinese Yuan Renminbi (“RMB”) (approximately $57 million, using for
f
eign currency rates on the
investment date) in preferred equity of MAXIEYE Automotive Technology (Ningbo) Co., Ltd. (“Maxieye”), a provider of
advanced driver-assistance systems and autonomous driving appl
a
ications. Due to the Company’s redemption rights, the
Company’s investment in Maxieye is classified as an availabl
a e-for-sale debt security within other long-term assets in the
consolidated balance sheets, with changes in fai
f r value recorded in other comprehensive income. The Company also agreed to
invest an additional 171 million RMB (appr
a
oximately $24 million, using December 31, 2025 foreign currency rates) in
prefer
f red 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. As of December 31, 2025, the Company’s investment
in Maxieye was recorded at $57 million. Refer to Note 18. Fair Value of Financial Instruments for
f
additional infor
f
mation.
The Company evaluated the measurement guidance for
f
equity securities without a readily determinable fair value and
performed a qualitative assessment of various impairment indicators and concluded that one of its equity investments was
impaired. As a result, the Company recognized an impairment loss of $18 million dur
d
ing the year ended December 31, 2023,
within other income, net in the consolidated statements of operations. The impairment recorded was equal to the difference
between the fai
f r value of Aptiv’s ownership interest in the investment and its carrying amount.
There were no other material transactions, events or changes in circumstances requiring an impairment or an observabl
a e
price change adju
d stment to our investments without readily determinable fair value. The Company continues to monitor these
investments to identify p
f
otential transactions which may indicate an impairment or an observabl
a e price change requiring an
adju
d stment to its carrying value.
6. PROPERTY, NET
Property, net consisted of:f
Estimated Useful
Lives
December 31,
2025
2024
(Years)
(in millions)
Land.................................................................................................................
—
$
79
$
74
Land and leasehold improvements..................................................................
3-20
250
234
Buildings .........................................................................................................
40
841
768
Machinery,
r
equipment and tooling..................................................................
3-20
6,739
6,137
Furniture and office equipment .......................................................................
3-10
1,151
1,052
Construc
r
tion in progress..................................................................................
—
396
343
Total............................................................................................................
9,456
8,608
Less: accumulated depreciation.......................................................................
(5,682)
(4,910)
Total property, net.......................................................................................
$
3,774
$
3,698
For the years ended December 31, 2025, 2024 and 2023, Aptiv recorded non-cash asset impairment charges of $16
million (of which $9 million was recorded in cost of sales and $7 million was recorded in selling, general and administrative
expense), $8 million in cost of sales and $8 million in cost of sales, respectively, related to the abandonment of certain fixed
assets and declines in the fai
f r values of certain fixed assets.
As of December 31, 2025, 2024 and 2023, capital expenditures recorded in accounts payable totaled $256 million, $222
million and $293 million, respectively.
93

7. INTANGIBLE ASSETS AND GOODWILL
The changes in the carrying amount of intangible assets and goodwill were as follows as of December 31, 2025 and 2024.
See Note 20. Acquisitions and Divestitures for
f
a fur
f
ther description of the goodwill and intangible assets resulting from
f
Aptiv’s
acquisitions.
As of December 31, 2025
As of December 31, 2024
Estimated
Useful
f
Lives
Gross
Carrying
Amount
Accumulated
Amortization
and
Impairments (1)
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
and
Impairments
Net
Carrying
Amount
(Years)
(in millions)
(in millions)
Amortized intangible assets:
Patents and developed technology..
3-16
$
1,580
$
816
$
764
$
1,531
$
724
$
807
Customer relationships ...................
7-22
2,009
1,060
949
1,931
888
1,043
Trade names....................................
15-20
210
85
125
204
72
132
Total..............................................
3,799
1,961
1,838
3,666
1,684
1,982
Unamortized intangible assets:
In-process research and
development....................................
—
4
—
4
4
—
4
Trade names....................................
—
162
—
162
154
—
154
Goodwill.........................................
—
5,244
648
4,596
5,024
—
5,024
Total..............................................
$
9,209
$
2,609
$
6,600
$
8,848
$
1,684
$
7,164
(1)
Includes accumulated goodwill impairments attributable to the Company’s Wind River reporting unit.
Estimated amortization expense for
f
the years ending December 31, 2026 through 2030 is presented below:
Year Ending December 31,
2026
2027
2028
2029
2030
(in millions)
Estimated amortization expense......................... $
215
$
205
$
170
$
115
$
110
A roll-forward of the gross carrying amounts of intangible assets for the years ended December 31, 2025 and 2024 is
presented below:
2025
2024
(in millions)
Balance at January 1 ................................................................................................................... $
8,848
$
9,036
Foreign currency translation and other.....................................................................................
361
(188)
Balance at December 31 ............................................................................................................. $
9,209
$
8,848
A roll-forward of the accumulated amortization and impairments for the years ended December 31, 2025 and 2024 is
presented below:
2025
2024
(in millions)
Balance at January 1 ................................................................................................................... $
1,684
$
1,486
Amortization.............................................................................................................................
208
211
Impairment (1)..........................................................................................................................
648
—
Foreign currency translation and other.....................................................................................
69
(13)
Balance at December 31 ............................................................................................................. $
2,609
$
1,684
(1)
Represents goodwill impairment charge attributable to the Company’s Wind River reporting unit. See disclosures below for
f
a description of the
impairment charge.
94

The Company assessed changes in circumstances that occurred dur
d
ing the third quarter of 2025 related to increased
discount rates and a reduc
d
tion in for
f
ecasted cash flo
f ws, which led the Company to conclude that, when considering the events
and fact
f
ors in totality, it was more likely than not that the estimated fai
f r value of its Wind River reporting unit within the
Advanced Safety and User Experience segment would be below its carrying value at September 30, 2025. Accordingly, we
performed an interim quantitative assessment for
f
goodwill impairment. The modifications to forecasted reporting unit cash
flows were attributable to the impacts resulting fro
f
m market and industry d
r
elays in the broader adoption of softw
f
are-defined
vehicles. For example, certain of our OEM customers have recently announced delays in their softw
f
are-defined vehicle
investment strategies amidst reduced expectations for consumer demand for these products. Additionally, the Company is
making incremental investments to fur
f
ther develop and grow the aerospace & defen
f
se and telecommunications businesses and
product offerings for the reporting unit.
The estimated fai
f r value of this reporting unit was primarily determined using discounted cash flo
f w proje
o ctions.
Significant assumptions included management’s for
f
ecasted cash flo
f ws, including estimated fut
f ur
t
e revenue growth, EBITDA
margins and the discount rate. Forecasts of future cash flo
f ws are based on management’s best estimates. The discount rate was
determined using a weighted average cost of capital adju
d sted for risk fact
f
ors specific to the reporting unit. The estimated fai
f r
value of the reporting unit was developed based on current and future market conditions and the best information availabl
a e at
the impairment assessment date.
The assessment indicated that the carrying value of this reporting unit exceeded its estimated fai
f r value, and as a result,
during the third quarter of 2025, the Company recorded a non-cash, pre-tax goodwill impairment charge of appr
a
oximately $648
million related to the Wind River reporting unit. Following the impairment, goodwill related to this reporting unit was
approximately $1,631 million. The Company concluded there were no other goodwill impairments for the year ended
December 31, 2025. No goodwill impairments were recorded in 2024 or 2023.
A roll-forward of the carrying amount of goodwill, by operating segment, for the years ended December 31, 2025 and
2024 is presented below:
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
(in millions)
Balance at January 1, 2024................................................... $
2,326
$
2,237
$
588
$
5,151
Foreign currency translation and other..............................
—
(127)
—
(127)
Balance at December 31, 2024............................................. $
2,326
$
2,110
$
588
$
5,024
Foreign currency translation and other..............................
1
219
—
220
Impairment (1)...................................................................
(648)
—
—
(648)
Balance at December 31, 2025............................................. $
1,679
$
2,329
$
588
$
4,596
(1)
Represents goodwill impairment charge attributable to the Company’s Wind River reporting unit.
95

8. LIABILITIES
Accrue
r
d liabi
a lities consisted of the following:
December 31,
2025
December 31,
2024
(in millions)
Payroll-related obligations.......................................................................................................... $
393
$
344
Employee benefit
f s, including current pension obligations.........................................................
154
143
Income and other taxes payable..................................................................................................
240
187
Warranty obligations (Note 9) ....................................................................................................
103
62
Restructur
t
ing (Note 10) ..............................................................................................................
108
102
Customer deposits.......................................................................................................................
90
132
Derivative fin
f ancial instrum
r
ents (Note 17).................................................................................
1
76
Accrue
r
d interest ..........................................................................................................................
80
90
Contract liabi
a lities (Note 24).......................................................................................................
84
111
Operating lease liabi
a lities (Note 25) ...........................................................................................
142
124
Other ...........................................................................................................................................
404
381
Total........................................................................................................................................ $
1,799
$
1,752
Other long-term liabilities consisted of the following:
December 31,
2025
December 31,
2024
(in millions)
Environmental (Note 13) ............................................................................................................ $
2
$
3
Extended disability benefits........................................................................................................
3
3
Warranty obligations (Note 9) ....................................................................................................
19
12
Restructur
t
ing (Note 10) ..............................................................................................................
14
16
Payroll-related obligations..........................................................................................................
12
9
Accrue
r
d income taxes.................................................................................................................
203
165
Deferred income taxes, net (Note 14).........................................................................................
260
290
Contract liabi
a lities (Note 24).......................................................................................................
6
13
Derivative fin
f ancial instrum
r
ents (Note 17).................................................................................
—
39
Other ...........................................................................................................................................
57
63
Total........................................................................................................................................ $
576
$
613
9. WARRANTY OBLIGATIONS
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an
estimate of the amount that eventually will be required to settle such obligations. These accrua
r
ls are based on factors such as
past experience, production changes, industry d
r
evelopments and various other considerations. The estimated costs related to
product recalls based on a formal campaign soliciting retur
t
n of that product are accrue
r
d at the time an obligation becomes
probabl
a e and can be reasonabl
a y estimated. These estimates are adjusted fro
f
m time to time based on fact
f
s and circumstances that
impact the status of existing claims. Aptiv has recognized a reasonable estimate for
f
its total aggregate warranty reserves,
including product recall costs, across all of its operating segments as of December 31, 2025. The Company estimates the
reasonabl
a y possible amount to ultimately resolve all matters in excess of the recorded reserves as of December 31, 2025 to be
zero to $35 million.
96

The table below summarizes the activity in the product warranty liabi
a lity for the years ended December 31, 2025 and
2024:
Year Ended December 31,
2025
2024
(in millions)
Accrua
r
l balance at beginning of year.......................................................................................... $
74
$
61
Provision for
f
estimated warranties incurred dur
d
ing the year..................................................
44
33
Changes in estimate for
f
pre-existing warranties (1)...............................................................
64
38
Settlements .............................................................................................................................
(62)
(57)
Foreign currency translation and other...................................................................................
2
(1)
Accrua
r
l balance at end of year.................................................................................................... $
122
$
74
(1)
In addition to amounts recorded to the product warranty liabi
a lity, dur
d
ing the year ended December 31, 2025, Aptiv recognized a $15 million recovery
from a suppl
u
ier related to a warranty matter. The current portion of supplier recoveries is recorded in accounts receivabl
a e, net and the non-current portion
is recorded in other long-term assets in the consolidated balance sheets. Warranty expense, net of supplier recoveries was $93 million for
f
the year ended
December 31, 2025.
10. RESTRUCTURING
Aptiv’s restructur
t
ing activities are undertaken as necessary to implement management’s strategy, streamline operations,
take advantage of available capacity and resources, and ultimately achieve net cost reduc
d
tions. These activities generally relate
to the realignment of existing manufact
f
ur
t
ing capacity and closure of faci
f
lities and other exit or disposal activities, as it relates to
executing Aptiv’s strategy, either in the normal course of business or pursuant to significant restruc
r
turing programs.
As part of the Company’s continued efforts to optimize its cost struc
r
ture, it has undertaken several restruc
r
turing programs
which include workforce reduc
d
tions as well as plant closures. These programs are primarily focused on reduc
d
ing global
overhead costs, the continued rotation of our manufact
f
ur
t
ing foot
f
pr
t
int to best cost locations in Europe and aligning our
manufact
f
ur
t
ing capacity with the current levels of automotive production in each region. During the year ended December 31,
2025, the Company recorded employee-related and other restruc
r
turing charges related to these programs totaling app
a
roximately
$185 million, which included the recognition of appr
a
oximately $37 million within the Electrical Distribution Systems segment
for programs to downsize and close European manufact
f
ur
t
ing sites, approximately $25 million related to workforce optimization
within the Advanced Safety and User Experience segment and approximately $15 million for a program initiated in the fourth
quarter of 2024 focused on global salaried workfor
f
ce optimization, primarily in the European region.
There have been no changes in previously initiated programs that have resulted (or are expected to result) in a material
change to our restructur
t
ing costs. The Company expects to incur additional restruc
r
turing costs of appr
a
oximately $75 million (of
which app
a
roximately $40 million relates to the Electrical Distribution Systems segment, approximately $25 million relates to
the Advanced Safety and User Experience segment and approximately $10 million relates to the Engineered Components
Group segment) for appr
a
oved programs within the next twelve months.
During the year ended December 31, 2024, Aptiv recorded employee-related and other restruc
r
turing charges totaling
approximately $193 million, which refle
f cted programs to align manufact
f
ur
t
ing capacity with the current levels of automotive
production in each region, and included the recognition of appr
a
oximately $25 million and $57 million for
f
programs initiated in
the four
f
th quarter of 2024 and 2023, respectively, focused on global salaried workfor
f
ce optimization, primarily in the North
American and European regions.
During the year ended December 31, 2023, Aptiv recorded employee-related and other restruc
r
turing charges totaling
approximately $211 million, which included the recognition of approximately $68 million for
f
a program initiated in the fourth
quarter of 2023 focused on global salaried workfor
f
ce optimization, primarily in the North American and European regions, and
approximately $27 million of employee-related and other costs in connection with the initiation of the closure of a Western
European manufact
f
ur
t
ing site within the Advanced Safety and User Experience segment pursuant to the Company’s ongoing
European footpr
t
int rotation strategy.
Restructur
t
ing charges for employee separation and termination benefits
f
are paid either over the severance period or in a
lump sum in accordance with either statut
t ory r
r
equirements or individual agreements. Aptiv incurred cash expenditures related
to its restructur
t
ing programs of appr
a
oximately $195 million, $238 million and $128 million in the years ended December 31,
2025, 2024 and 2023, respectively.
97

The fol
f lowing tabl
a e summarizes the restruc
r
turing charges recorded for the years ended December 31, 2025, 2024 and
2023 by operating segment:
Year Ended December 31,
2025
2024
2023
(in millions)
Advanced Safety and User Experience ........................................................... $
58
$
53
$
129
Engineered Components Group ......................................................................
41
39
34
Electrical Distribution Systems.......................................................................
86
101
48
Total............................................................................................................ $
185
$
193
$
211
The table below summarizes the activity in the restruc
r
turing liabi
a lity for the years ended December 31, 2025 and 2024:
Employee
Termination
Benefits Liability
Other Exit
Costs Liability
Total
(in millions)
Accrua
r
l balance at January 1, 2024................................................................. $
167
$
—
$
167
Provision for
f
estimated expenses incurred dur
d
ing the year.........................
193
—
193
Payments made during the year ..................................................................
(238)
—
(238)
Foreign currency and other .........................................................................
(4)
—
(4)
Accrua
r
l balance at December 31, 2024 ........................................................... $
118
$
—
$
118
Provision for estimated expenses incurred dur
d
ing the year......................... $
185
$
—
$
185
Payments made during the year ..................................................................
(195)
—
(195)
Foreign currency and other .........................................................................
14
—
14
Accrua
r
l balance at December 31, 2025 ........................................................... $
122
$
—
$
122
98

11. DEBT
The fol
f lowing is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of December 31,
2025 and 2024:
December 31,
2025
2024
(in millions)
Accounts receivabl
a e fac
f
toring..................................................................................................... $
—
$
450
1.60%, Euro-denominated senior notes, due
d
2028 (net of $1 and $1 unamortized issuance
costs, respectively)......................................................................................................................
586
519
4.35%, senior notes, due
d
2029 (net of $1 and $1 unamortized issuance costs, respectively).....
265
299
4.65%, senior notes, due
d
2029 (net of $3 and $5 unamortized issuance costs, respectively).....
398
545
3.25%, senior notes, due
d
2032 (net of $4 and $5 unamortized issuance costs and $2 and $2
discount, respectively) ................................................................................................................
711
793
5.15%, senior notes, due
d
2034 (net of $4 and $5 unamortized issuance costs and $1 and $1
discount, respectively) ................................................................................................................
511
544
4.25%, Euro-denominated senior notes, due
d
2036 (net of $6 and $7 unamortized issuance
costs and $2 and $2 discount, respectively)................................................................................
872
772
4.40%, senior notes, due
d
2046 (net of $3 and $3 unamortized issuance costs and $1 and $1
discount, respectively) ................................................................................................................
296
296
5.40%, senior notes, due
d
2049 (net of $3 and $4 unamortized issuance costs and $1 and $1
discount, respectively) ................................................................................................................
346
345
3.10%, senior notes, due
d
2051 (net of $15 and $15 unamortized issuance costs and $28 and
$30 discount, respectively) .........................................................................................................
1,457
1,455
4.15%, senior notes, due
d
2052 (net of $10 and $10 unamortized issuance costs and $2 and $2
discount, respectively) ................................................................................................................
988
988
5.75%, senior notes, due
d
2054 (net of $6 and $6 unamortized issuance costs and $3 and $3
discount, respectively) ................................................................................................................
541
541
6.875%, fix
f ed-to-fixed reset rate junior subor
u
dinated notes, due
d
2054 (net of $6 and $7
unamortized issuance costs, respectively) ..................................................................................
494
493
Term Loan A, due 2027 (net of $0 and $2 unamortized issuance costs, respectively)...............
—
248
Finance leases and other .............................................................................................................
86
64
Total debt................................................................................................................................
7,551
8,352
Less: current portion ...................................................................................................................
(81)
(509)
Long-term debt....................................................................................................................... $
7,470
$
7,843
The principal maturities of debt, at nominal value, are as fol
f lows:
Debt and
Finance Lease
Obligations
(in millions)
2026 ........................................................................................................................................................................ $
81
2027 ........................................................................................................................................................................
2
2028 ........................................................................................................................................................................
588
2029 ........................................................................................................................................................................
668
2030 ........................................................................................................................................................................
—
Thereafte
f r................................................................................................................................................................
6,314
Total ................................................................................................................................................................... $
7,653
Change of Tax Residency
In connection with the reorganization transaction as further described in Note 1. General, in December 2024, Old Aptiv
establ
a ished a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purpos
r
es in Switzerland.
Following consummation of the Transaction, Old Aptiv became a wholly-owned subs
u
idiary of New Aptiv and New Aptiv was
99

renamed “Aptiv PLC.” Old Aptiv merged with and into Aptiv Swiss Holdings, a newly for
f
med Jersey incorpor
r
ated private
limited company, and a direct, wholly-owned subs
u
idiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly
owned subsidiary of New Aptiv, and Old Aptiv ceasing to exist. Except as otherwise noted, all property, rights, privileges,
powers and franchises of Old Aptiv vested in Aptiv Swiss Holdings, and all debts, liabi
a lities and duties of Old Aptiv became
debts, liabi
a lities and duties of Aptiv Swiss Holdings.
In connection with the Transaction, Aptiv Swiss Holdings (i) entered into a supplemental indentur
t
e to each indentur
t
e 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 suppl
u
ement 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
suppl
u
emental indentur
t
e to each indentur
t
e 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.
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
indentur
t
es.
Credit Agreement
Aptiv PLC and its wholly-owned subs
u
idiaries Aptiv LLC (for
f
merly known as Aptiv Corporation) and Aptiv Global
Financing Designated Activity Company (“AGF DAC”) entered into a credit agreement (the “Credit Agreement”) with, among
others, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior
unsecured credit fac
f
ility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). AGF
DAC and Aptiv LLC are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by
each of the other borrowers, Aptiv PLC and Aptiv Swiss Holdings.
The Credit Agreement was entered into in March 2011 and has been subs
u
equently amended and restated on several
occasions, most recently on March 31, 2025 (the “March 2025 amendment”). The March 2025 amendment, among other things,
(1) refin
f anced and replaced the revolver with a new five-year revolving credit facility with aggregate commitments of $2
billion, and (2) removed provisions from the June 2021 amendment for
f
sustainabi
a lity-linked rate adjustments. The Revolving
Credit Facility matur
t
es on March 31, 2030. The Credit Agreement also contains an uncommitted accordion feat
f
ur
t
e that permits
Aptiv to increase, from time to time, on customary terms and conditions, the aggregate borrowing capacity under the Credit
Agreement by up t
u
o an additional $1 billion upon
u
Aptiv’s request, the agreement of the lenders participating in the increase, and
the appr
a
oval of the Administrative Agent. Borrowings under the Credit Agreement are revolving in nature and may be made
and prepaid from time to time at Aptiv’s option without premium or penalty, in accordance with the terms and conditions of the
Credit Agreement. The March 2025 amendment also required that Aptiv pay amendment fees
f
of $5 million dur
d
ing the year
ended December 31, 2025, which are reflected as a fin
f ancing activity in the consolidated statements of cash flo
f ws.
As of December 31, 2025, Aptiv had no amounts outstanding under the Revolving Credit Facility and appr
a
oximately $2
million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduc
d
e
availabi
a lity under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base
Rate (“ABR” as defined in the Credit Agreement) or (b) SOFR plus in either case a percentage per annum as set for
f
th in the
tabl
a e below (the “Applicable Rate”). The rates under the Credit Agreement on the specified dates are set for
f
th below:
December 31, 2025
December 31, 2024
SOFR plus
ABR plus
SOFR plus
ABR plus
Revolving Credit Facility .....................................................
1.125 %
0.125 %
1.06 %
0.06 %
The Applicable Rate under the Credit Agreement, as well as the fac
f
ility fee, may increase or decrease fro
f
m time to time
based on changes in the Company’s credit ratings. Accordingly, the interest rate is subject to fluctuation dur
d
ing the term of the
Credit Agreement based on changes in the ABR, SOFR and changes in the Company’s corpor
r
ate credit ratings. The Credit
Agreement also requires that Aptiv pay certain facility fees
f
on the Revolving Credit Facility, which are also subject to
adju
d stment based on certain letter of credit issuance and fro
f
nting fees
f
.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s
subs
u
idiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition,
the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total
Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for
four full fiscal quarters fol
f lowing completion of material acquisitions, as defin
f ed in the Credit Agreement).
100

The Credit Agreement also contains events of default customary for fin
f ancings of this type. The Company was in
compliance with the Credit Agreement covenants as of December 31, 2025.
Bridge Credit Agreement
On August 1, 2024, Aptiv PLC and certain of its subs
u
idiaries entered into a $2.5 billion senior unsecured bridge faci
f
lity
under a Bridge Credit Agreement (the “Bridge Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent,
JPMorgan Chase Bank, N.A. and Goldman Sachs Lending Partners LLC, as joint lead arrangers and joint bookrunne
r
rs, and
Goldman Sachs Lending Partners LLC, as syndication agent. The proceeds of the loans under the Bridge Credit Agreement
were utilized to provide initial fun
f
ding for a portion of the share repurchases under the accelerated share repurchase program, as
further described in Note 15. Shareholders’ Equity and Net Income Per Share. Aptiv incurred appr
a
oximately $17 million of
issuance costs in connection with the Bridge Credit Agreement. The loans availabl
a e under the Bridge Credit Agreement were
fully drawn on August 1. The Bridge Credit Agreement was fully repaid and terminated during the third quarter of 2024 using
proceeds fro
f
m the Term Loan A and proceeds fro
f
m the issuance of the 2024 Senior Notes and 2024 Junior Notes, as described
below. As a result of the repayment of the Bridge Credit Agreement, Aptiv recognized a loss on debt extinguishment of
approximately $11 million during the year ended December 31, 2024, within other income, net in the consolidated statements
of operations.
Term Loan A Credit Agreement
On August 19, 2024, Aptiv PLC and its wholly-owned subs
u
idiaries AGF DAC and Aptiv LLC entered into a senior
unsecured term loan A credit agreement (the “Term Loan A Credit Agreement”) with, among others, JPMorgan Chase Bank,
N.A., as Administrative Agent, under which it maintained a senior unsecured credit faci
f
lity consisting of a term loan (the “Term
Loan A”) in aggregate principal amount of $600 million. Aptiv incurred app
a
roximately $2 million of issuance costs in
connection with the Term Loan A.
As described above
a
, proceeds fro
f
m the Term Loan A were used to repay a portion of the loans incurred under the Bridge
Credit Agreement dur
d
ing the three months ended September 30, 2024. This transaction was accounted for as a modification of
debt in accordance with ASC Topic 470-50, Debt Modifi
i cations and Extinguish
i
mentst . Accordingly, a pro-rata portion of the
unamortized fees from the Bridge Credit Agreement in the amount of $4 million was transfer
f red to the Term Loan A and,
together with the $2 million of direct issuance costs refer
f enced above, were amortized to interest expense over the term of the
Term Loan A.
During the four
f
th quarter of 2024, the Company repaid $350 million of the outstanding principal balance on the Term
Loan A, utilizing cash on hand. During the fir
f st quarter of 2025, the Company fully repaid the remaining outstanding principal
balance of $250 million on the Term Loan A utilizing cash on hand, and recognized a loss on debt extinguishment of
approximately $2 million during the year ended December 31, 2025 within other income, net in the consolidated statements of
operations.
The Term Loan A had a maturity date of August 19, 2027. Prior to its repayment, borrowings under the Term Loan A
Credit Agreement were prepayabl
a e at Aptiv’s option without premium or penalty. No principal payment was required until the
maturity date.
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 for
f
th in the table below (the “Term Loan Applicable Rate”). The rates under the Term
Loan A Credit Agreement on the specified dates are set for
f
th below:
December 31, 2025
December 31, 2024
SOFR plus
ABR plus
SOFR plus
ABR plus
Term Loan A.........................................................................
N/A
N/A
1.250 %
0.250 %
Senior Unsecured Notes
On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60% Euro-denominated
senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities
Act. The 2016 Euro-denominated Senior Notes were priced at 99.881% of par, resulting in a yield to matur
t
ity of 1.611%. The
proceeds, together with proceeds fro
f
m the 2016 Senior Notes described below, were utilized to redeem $800 million of 5.00%
senior unsecured notes due 2023. Aptiv incurred appr
a
oximately $4 million of issuance costs in connection with the 2016 Euro-
denominated Senior Notes. Interest is payabl
a e annually on September 15. The Company has designated the 2016 Euro-
denominated Senior Notes as a net investment hedge of the for
f
eign currency exposure of its investments in certain Euro-
denominated wholly-owned subs
u
idiaries. Refer
f
to Note 17. Derivatives and Hedging Activities for
f
further infor
f
mation.
101

On September 20, 2016, Aptiv PLC issued $300 million in aggregate principal amount of 4.40% senior unsecured notes
due 2046 (the “2016 Senior Notes”) in a transaction registered under the Securities Act. The 2016 Senior Notes were priced at
99.454% of par, resulting in a yield to matur
t
ity of 4.433%. The proceeds, together with proceeds fro
f
m the 2016 Euro-
denominated Senior Notes, were utilized to redeem $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred
approximately $3 million of issuance costs in connection with the 2016 Senior Notes. Interest is payabl
a e semi-annually on April
1 and October 1 of each year to holders of record at the close of business on March 15 or September 15 immediately preceding
the interest payment date.
On March 14, 2019, Aptiv PLC issued $650 million in aggregate principal amount of senior unsecured notes in a
transaction registered under the Securities Act, comprised of $300 million of 4.35% senior unsecured notes due 2029 (the
“4.35% Senior Notes”) and $350 million of 5.40% senior unsecured notes due 2049 (the “5.40% Senior Notes”) (collectively,
the “2019 Senior Notes”). The 4.35% Senior Notes were priced at 99.879% of par, resulting in a yield to matur
t
ity of 4.365%,
and the 5.40% Senior Notes were priced at 99.558% of par, resulting in a yield to matur
t
ity of 5.430%. The proceeds were
utilized to redeem $650 million of 3.15% senior unsecured notes due 2020. Aptiv incurred appr
a
oximately $7 million of issuance
costs in connection with the 2019 Senior Notes. Interest on the 2019 Senior Notes is payable semi-annually on March 15 and
September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the
interest payment date.
On November 23, 2021, Aptiv PLC issued $1.5 billion in aggregate principal amount of 3.10% senior unsecured notes
due 2051 (the “2021 Senior Notes”) in a transaction registered under the Securities Act. The 2021 Senior Notes were priced at
97.814% of par, resulting in a yield to maturity of 3.214%. Aptiv incurred appr
a
oximately $17 million of issuance costs in
connection with the 2021 Senior Notes. Interest on the 2021 Senior Notes is payable semi-annually on June 1 and December 1
of each year (commencing on June 1, 2022) to holders of record at the close of business on May 15 or November 15
immediately preceding the interest payment date. On December 27, 2021, Aptiv PLC entered into a suppl
u
emental indentur
t
e to
add AGF DAC as a joint and several co-issuer of the 2021 Senior Notes effective as of the date of issuance. The proceeds from
f
the 2021 Senior Notes were primarily utilized to redeem $700 million of 4.15% senior unsecured notes due 2024 and $650
million of 4.25% senior unsecured notes due 2026.
On Februa
r
ry 18, 2022, Aptiv PLC and Aptiv LLC together issued $2.5 billion in aggregate principal amount of senior
unsecured notes in a transaction registered under the Securities Act, comprised of $700 million of 2.396% senior unsecured
notes due
d
2025 (the “2.396% Senior Notes”), $800 million of 3.25% senior unsecured notes due 2032 (the “3.25% Senior
Notes”) and $1.0 billion of 4.15% senior unsecured notes due 2052 (the “4.15% Senior Notes”) (collectively, the “2022 Senior
Notes”). The 2022 Senior Notes are guaranteed by AGF DAC. The 2.396% Senior Notes were priced at 100% of par, resulting
in a yield to maturity of 2.396%; the 3.25% Senior Notes were priced at 99.600% of par, resulting in a yield to maturity of
3.297%; and the 4.15% Senior Notes were priced at 99.783% of par, resulting in a yield to matur
t
ity of 4.163%. On or after
Februa
r
ry 18, 2023, the 2.396% Senior Notes may be optionally redeemed at a price equal to their principal amount plus accrue
r
d
and unpaid interest thereon. The proceeds fro
f
m the 2022 Senior Notes were utilized to fund a portion of the cash consideration
payabl
a e in connection with the acquisition of Wind River. In September 2024, Aptiv redeemed for cash the entire $700 million
aggregate principal amount outstanding of the 2.396% Senior Notes, financed by the proceeds received fro
f
m the issuance of the
2024 Senior Notes and 2024 Junior Notes, as defined below. As a result of the redemption of the 2.396% Senior Notes, Aptiv
recognized a loss on debt extinguishment of approximately $1 million dur
d
ing the year ended December 31, 2024, within other
income, net in the consolidated statements of operations.
Aptiv incurred appr
a
oximately $22 million of issuance costs in connection with the 2022 Senior Notes. Interest on the
2.396% Senior Notes, 3.25% Senior Notes and 4.15% Senior Notes is payable semi-annually on Februa
r
ry 18 and August 18
(commencing August 18, 2022), March 1 and September 1 (commencing September 1, 2022) and May 1 and November 1
(commencing May 1, 2022), respectively, of each year to holders of record at the close of business on February 3 o
r
r August 3,
Februa
r
ry 15 or August 15, April 15 or October 15, respectively, immediately preceding the interest payment date.
On June 11, 2024, Aptiv PLC and AGF DAC together issued €750 million in aggregate principal amount of 4.25% Euro-
denominated senior unsecured notes due 2036 (the “2024 Euro-denominated Senior Notes”) in a transaction registered under
the Securities Act. The 2024 Euro-denominated Senior Notes were priced at 99.723% of par, resulting in a yield to matur
t
ity of
4.28%. The 2024 Euro-denominated Senior Notes are guaranteed by Aptiv LLC. The proceeds were initially invested in short-
term investments and subs
u
equently utilized to redeem €700 million in aggregate principal amount of 1.50% Euro-denominated
senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”). Aptiv incurred appr
a
oximately $7 million of
issuance costs in connection with the 2024 Euro-denominated Senior Notes. Interest is payabl
a e annually on June 11. The
Company has designated the 2024 Euro-denominated Senior Notes as a net investment hedge of the for
f
eign currency exposure
of its investments in certain Euro-denominated wholly-owned subs
u
idiaries beginning in December 2024 upon redeeming the
2015 Euro-denominated Senior Notes. Refer to Note 17. Derivatives and Hedging Activities for
f
further infor
f
mation.
On September 13, 2024, Aptiv PLC and AGF DAC together issued $1.65 billion in aggregate principal amount of senior
unsecured notes in a transaction registered under the Securities Act, comprised of $550 million of 4.650% senior unsecured
102

notes due 2029 (the “4.650% Senior Notes”), $550 million of 5.150% senior unsecured notes due 2034 (the “5.150% Senior
Notes”) and $550 million of 5.750% senior unsecured notes due 2054 (the “5.750% Senior Notes”) (collectively, the “2024
Senior Notes”). The 2024 Senior Notes are guaranteed by Aptiv LLC. The 4.650% Senior Notes were priced at 99.912% of par,
resulting in a yield to matur
t
ity of 4.670%; the 5.150% Senior Notes were priced at 99.768% of par, resulting in a yield to
maturity of 5.180%; and the 5.750% Senior Notes were priced at 99.476% of par, resulting in a yield to matur
t
ity of 5.787%.
The proceeds from the 2024 Senior Notes, together with the proceeds fro
f
m the 2024 Junior Notes, as described below, were
utilized to repay a portion of the Bridge Credit Agreement and to redeem the 2.396% Senior Notes, as described abo
a
ve.
Aptiv incurred appr
a
oximately $16 million of issuance costs in connection with the 2024 Senior Notes. Interest on the
2024 Senior Notes is payabl
a e semi-annually on March 13 and September 13 (commencing March 13, 2025) of each year to
holders of record at the close of business on February 2
r
6 or August 29, immediately preceding the interest payment date.
In the second half of 2025, Aptiv partially redeemed for
f
cash certain senior notes and recognized a net gain on debt
extinguishment of approximately $1 million dur
d
ing the year ended December 31, 2025 within other income, net in the
consolidated statements of operations. The below table summarizes the partial redemptions for the year ended December 31,
2025:
Year Ended December 31, 2025
Aggregate
Principal Amount
Total Repurchase
Amount (1)
(dollars in millions)
4.35%, senior notes, due
d
2029................................................................................................. $
34
$
34
4.650%, senior notes, due
d
2029...............................................................................................
149
153
3.25%, senior notes, due
d
2032.................................................................................................
83
76
5.150%, senior notes, due
d
2034...............................................................................................
34
35
Total redemptions ............................................................................................................... $
300
$
298
(1)
Includes accrue
r
d interest of app
a
roximately $2 million for
f
the year ended December 31, 2025.
Although the specific terms of each indentur
t
e governing each series of senior notes vary, the indentur
t
es contain certain
restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subs
u
idiaries’) ability to incur liens, enter into sale and
leaseback transactions and merge with or into other entities. In Februa
r
ry 2022, Aptiv LLC and AGF DAC were added as
guarantors on each series of outstanding senior notes previously issued by Aptiv PLC. The guarantees rank equally in right of
payment with all of the guarantors’ existing and future senior indebtedness, are effectively subordinated to any of their existing
and fut
f ur
t
e secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structur
t
ally
subor
u
dinated to the indebtedness of each of their existing and future subs
u
idiaries that is not a guarantor. As of December 31,
2025, the Company was in compliance with the provisions of all series of the outstanding senior notes.
Junior Subordinated Unsecured Notes
On September 13, 2024, Aptiv PLC and AGF DAC together issued $500 million in aggregate principal amount of 6.875%
fixed-to-fixed reset rate junior subor
u
dinated unsecured notes due 2054 (the “2024 Junior Notes”) in a transaction registered
under the Securities Act. The 2024 Junior Notes are guaranteed by Aptiv LLC, and are subordinate in rank to all of Aptiv’s
senior indebtedness. Aptiv incurred approximately $7 million of issuance costs in connection with the 2024 Junior Notes.
The 2024 Junior Notes bear interest fro
f
m and including September 13, 2024 to, but excluding, December 15, 2029, at an
annual rate of 6.875%, and from and including, December 15, 2029, during each interest reset period at an annual interest rate
equal to the Five-Year Treasury r
r
ate, as contractua
t
lly defined in the applicable indentur
t
e, as of the most recent reset interest
determination date, plus 3.385%. Interest on the 2024 Junior Notes is payable semi-annually on June 15 and December 15
(commencing June 15, 2025).
Interest payments on the 2024 Junior Notes may be deferred on one or more occasions, fro
f
m time to time, for
f
up to 20
consecutive semi-annual interest payment periods. During any optional defer
f ral period, interest on the 2024 Junior Notes will
continue to accrue at the then-appl
a
icable interest rate on the 2024 Junior Notes. In addition, during any optional defer
f ral period,
interest on the defer
f red interest will accrue
r
at the then-applicable interest rate on the 2024 Junior Notes, compounded semi-
annually, to the extent permitted by applicable law.
During any period in which interest payments on the 2024 Junior Notes are deferred, Aptiv may not (i) declare or pay any
dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on, any shares of its capital stock; (ii)
make any principal, interest or premium payments on, or repay, purchase or redeem any of its debt securities that are equal in
right of payment with, or subor
u
dinated to, the 2024 Junior Notes; or (iii) make payments on any guarantees equal in right of
payment with, or subor
u
dinated to, the 2024 Junior Notes, in each case subject to certain limited exceptions.
103

Aptiv may redeem the 2024 Junior Notes in whole or in part, at a redemption price equal to 100% of the principal amount
of the 2024 Junior Notes being redeemed, plus any accrue
r
d and unpaid interest to, but excluding, the redemption date on any
day in the period commencing on the date falling 90 days prior to the fir
f st reset date and ending on and including the fir
f st reset
date and, afte
f r the first reset date, on any interest payment date. Aptiv also has the option to redeem the 2024 Junior Notes in
whole, but not in part, at 102% of their principal amount, plus any accrue
r
d and unpaid interest thereon, if a rating agency makes
certain changes in the equity credit criteria for
f
securities such as the 2024 Junior Notes.
The indentur
t
e for
f
the 2024 Junior Notes does not contain any restrictive covenants on the payments of dividends (except
during the afor
f
ementioned defer
f ral period), the making of investments, the incurrence of indebtedness or the purchase or
prepayment, except, with respect to securities that rank equally with or junior to the 2024 Junior Notes in right of payment
during the afor
f
ementioned defer
f ral period, of securities by Aptiv or its subs
u
idiaries. The guarantees on the indenture
t
governing
the 2024 Junior Notes ranks junior and subordinate in right of payment with all of the guarantors’ existing and future senior
indebtedness, any of their existing and fut
f ur
t
e secured indebtedness to the extent of the value of the collateral securing such
indebtedness and are structur
t
ally subor
u
dinated to the indebtedness of each of their existing and future subs
u
idiaries that is not a
guarantor. As of December 31, 2025, the Company was in compliance with the provisions of all of the outstanding 2024 Junior
Notes.
Spin-off F
f
inancing
Versigent Limited (“Versigent”), a wholly owned subsidiary of Aptiv, was formed in connection with the Separation as a
holding company to directly or indirectly own substantially all of the operating subsidiaries of the Electrical Distribution
Systems business and to issue debt. Cyprium Corpo
r
ration (“Cyprium U.S.”), a wholly owned U.S. subsidiary of the Company,
and Cyprium Holdings Luxembourg S.a.r.l. (“Cyprium Luxembourg”), a wholly owned Luxembourg subsidiary of the
Company, both of which will become wholly owned subsidiaries of Versigent upon
u
completion of the Separation, were also
formed for the same purpos
r
es.
Spin-off C
f
re
C
dit Agreement
In November 2025, Versigent, Cyprium U.S. and Cyprium Luxembourg entered into a credit agreement (the “Spin-Off
Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, with respect to $1.35 billion in senior secured
credit facilities. The Credit Agreement consists of a senior secured five-year $500 million term loan faci
f
lity (the “Spin-Offf
Term Loan A Facility”) and an $850 million fiv
f e-year senior secured revolving credit facility (the “ Spin-Off R
f
evolving Credit
Facility”) (collectively, the “Spin-Off Credit Facilities”) with the lenders party thereto and JPMorgan Chase Bank, N.A.
The Spin-Off C
f
redit Facilities are expected to become availabl
a e to Versigent no later than the date of the Separation,
subj
u ect to the satisfaction of certain conditions customary f
r
or
f
financings of this type. Accordingly, no amounts were drawn or
availabl
a e to be drawn under the Spin-Off Credit Facilities as of December 31, 2025.
Cyprium U.S. and Cyprium Luxembourg are each borrowers under the Spin-Off Credit Agreement, under which such
borrowings would be guaranteed by Versigent and certain of its subsidiaries. Additional subsidiaries of Versigent may be added
as co-borrowers or guarantors under the Spin-Off Credit Agreement fro
f
m time to time on the terms and conditions set for
f
th in
the Spin-Off C
f
redit Agreement. The obligations of each borrower under the Spin-Off Credit Agreement will be jointly and
severally guaranteed by each other borrower and by certain of Versigent’s existing and future direct and indirect subs
u
idiaries,
subj
u ect to certain exceptions customary f
r
or
f
financings of this type. All obligations of the borrowers and the guarantors will be
secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock
in Cyprium U.S. and Cyprium Luxembourg.
Other Financing
Receivable fac
f
toring—A
g
ptiv maintains a €450 million European accounts receivabl
a e fac
f
toring facility that is availabl
a e on
a committed basis and allows for fact
f
oring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility is
accounted for as short-term debt and borrowings are subje
b ct to the availabi
a lity of eligible accounts receivabl
a e. Collateral is not
required related to these trade accounts receivabl
a e. This facility became effective on January 1, 2021 and had an initial term of
three years, and was renewed for
f
an additional three-year term, effective November 2023, subj
u ect to Aptiv’s right to terminate
at any time with three months’ notice. Afte
f r expiration of the new three-year term, either party can terminate with three months’
notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interba
r
nk Offe
f red Rate
(“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month SOFR plus 0.68%, with borrowings under either
denomination carrying a minimum interest rate of 0.20%. As of December 31, 2025, Aptiv had no amounts outstanding under
the European accounts receivable factoring faci
f
lity. As of December 31, 2024, Aptiv had appr
a
oximately $450 million
outstanding under the European accounts receivabl
a e fac
f
toring facility.
Finance leases and othe
t
r—A
r
s of December 31, 2025 and 2024, approximately $86 million and $64 million, respectively,
of other debt primarily issued by certain non-U.S. subs
u
idiaries and fin
f ance lease obligations were outstanding.
104

Interest—C
t
ash paid for
f
interest related to debt outstanding totaled $363 million, $286 million and $275 million for the
years ended December 31, 2025, 2024 and 2023, respectively.
Letter of c
o
redit fac
f
ilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had appr
a
oximately
$3 million and $4 million outstanding through other letter of credit faci
f
lities as of December 31, 2025 and 2024, respectively,
primarily to suppor
u
t arrangements and other obligations at certain of its subs
u
idiaries.
12. PENSION BENEFITS
Certain of Aptiv’s non-U.S. subs
u
idiaries sponsor defined benefit
f
pension plans, which generally provide benefits based
on negotiated amounts for
f
each year of service. Aptiv’s primary non-U.S. plans are located in France, Germany, Mexico,
Portuga
t
l and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Aptiv has defin
f ed
benefit plans in South Korea and Turkey for
f
which amounts are payabl
a e to employees immediately upon
u
separation. The
obligations for these plans are recorded over the requisite service period.
Aptiv sponsors a Suppl
u
emental Executive Retirement Program (“SERP”) for those employees who were U.S. executives
of the for
f
mer Delphi Corporation prior to September 30, 2008 and were still U.S. executives of the Company on October 7,
2009, the effective date of the program. This program is unfunde
f
d. Executives receive benefits over fiv
f e years after an
involuntary o
r
r voluntary s
r
eparation fro
f
m Aptiv. The SERP is closed to new members.
Funded Status
The amounts shown below reflect the change in the U.S. defin
f ed benefit pension obligations during 2025 and 2024.
Year Ended December 31,
2025
2024
(in millions)
Benefit obligation at beginning of year....................................................................................... $
1
$
2
Benefits paid...........................................................................................................................
—
(1)
Benefit obligation at end of year................................................................................................. $
1
$
1
Change in plan assets:
Fair value of plan assets at beginning of year ........................................................................ $
—
$
—
Aptiv contributions............................................................................................................
—
1
Benefits paid......................................................................................................................
—
(1)
Fair value of plan assets at end of year................................................................................... $
—
$
—
Underfunde
f
d status................................................................................................................. $
(1) $
(1)
Amounts recognized in the consolidated balance sheets consist of:
Long-term liabi
a lities............................................................................................................... $
(1) $
(1)
Total .................................................................................................................................. $
(1) $
(1)
Amounts recognized in accumulated other comprehensive loss consist of (pre-tax):
Actuarial loss.......................................................................................................................... $
2
$
2
Total .................................................................................................................................. $
2
$
2
105

The amounts shown below reflect the change in the non-U.S. defined benefit
f
pension obligations during 2025 and 2024.
Year Ended December 31,
2025
2024
(in millions)
Benefit obligation at beginning of year....................................................................................... $
661
$
746
Service cost.............................................................................................................................
18
18
Interest cost.............................................................................................................................
40
39
Actuarial loss (gain) ...............................................................................................................
7
(25)
Benefits paid...........................................................................................................................
(44)
(50)
Exchange rate movements and other......................................................................................
66
(67)
Benefit obligation at end of year................................................................................................. $
748
$
661
Change in plan assets:
Fair value of plan assets at beginning of year ........................................................................ $
299
$
341
Actual return on plan assets ..............................................................................................
21
6
Aptiv contributions............................................................................................................
30
31
Benefits paid......................................................................................................................
(44)
(50)
Exchange rate movements and other.................................................................................
19
(29)
Fair value of plan assets at end of year................................................................................... $
325
$
299
Underfunded status................................................................................................................. $
(423) $
(362)
Amounts recognized in the consolidated balance sheets consist of:
Long-term assets..................................................................................................................... $
29
$
29
Current liabi
a lities....................................................................................................................
(24)
(19)
Long-term liabi
a lities...............................................................................................................
(428)
(372)
Total .................................................................................................................................. $
(423) $
(362)
Amounts recognized in accumulated other comprehensive loss consist of (pre-tax):
Actuarial loss.......................................................................................................................... $
30
$
25
Total .................................................................................................................................. $
30
$
25
The benefit
f
obligations were impacted by actuarial losses of $7 million and gains of $25 million dur
d
ing the years ended
December 31, 2025 and 2024, respectively, primarily due to changes in the discount rates used to measure the benefit
obligation.
106

The proje
o cted benefit obligation (“PBO”), accumulated benefit
f
obligation (“ABO”), and fair value of plan assets for
pension plans with accumulated benefit obligations in excess of plan assets and with plan assets in excess of accumulated
benefit obligations are as fol
f lows:
U.S. Plans
Non-U.S. Plans
2025
2024
2025
2024
(in millions)
Plans with ABO in Excess of Plan Assets
PBO...................................................................................... $
1
$
1
$
496
$
465
ABO..................................................................................... $
1
$
1
$
428
$
417
Fair value of plan assets at end of year................................ $
—
$
—
$
52
$
77
Plans with Plan Assets in Excess of ABO
PBO...................................................................................... $
—
$
—
$
252
$
196
ABO..................................................................................... $
—
$
—
$
237
$
186
Fair value of plan assets at end of year................................ $
—
$
—
$
273
$
222
Total
PBO...................................................................................... $
1
$
1
$
748
$
661
ABO..................................................................................... $
1
$
1
$
665
$
603
Fair value of plan assets at end of year................................ $
—
$
—
$
325
$
299
Benefit costs presented below were determined based on actua
t
rial methods and included the following:
U.S. Plans
Year Ended December 31,
2025
2024
2023
(in millions)
Amortization of actua
t
rial losses...................................................................... $
1
$
1
$
1
Net periodic benefit
f
cost............................................................................. $
1
$
1
$
1
Non-U.S. Plans
Year Ended December 31,
2025
2024
2023
(in millions)
Service cost...................................................................................................... $
18
$
18
$
16
Interest cost......................................................................................................
40
39
39
Expected return on plan assets ........................................................................
(16)
(17)
(15)
Settlement loss.................................................................................................
—
2
2
Curtailment gain..............................................................................................
(1)
—
—
Amortization of actua
t
rial losses......................................................................
2
1
1
Net periodic benefit
f
cost............................................................................. $
43
$
43
$
43
Other postretirement benefit
f
obligations were approximately $1 million at December 31, 2025 and 2024.
Experience gains and losses, as well as the effects of changes in actua
t
rial assumptions and plan provisions are recognized
in other comprehensive income. Cumulative actua
t
rial gains and losses in excess of 10% of the PBO for a particular plan are
amortized over the average fut
f ur
t
e service period of the employees in that plan.
107

The principal assumptions used to determine the pension expense and the actua
t
rial value of the projected benefit
obligation for
f
the U.S. and non-U.S. pension plans were:
Assumptions used to determine benefit obligations at December 31:
Pension Benefit
f s
U.S. Plans
Non-U.S. Plans
2025
2024
2025
2024
Weighted-average discount rate...................................................................
4.30 %
4.90 %
6.44 %
6.23 %
Weighted-average rate of increase in compensation levels.........................
N/A
N/A
2.84 %
2.66 %
Assumptions used to determine net expense for years ended December 31:
Pension Benefit
f s
U.S. Plans
Non-U.S. Plans
2025
2024
2023
2025
2024
2023
Weighted-average discount rate .......................
4.90 %
5.50 %
5.20 %
6.23 %
5.91 %
5.95 %
Weighted-average rate of increase in
compensation levels......................................
N/A
N/A
N/A
2.66 %
2.93 %
2.82 %
Weighted-average expected long-term rate of
return on plan assets......................................
N/A
N/A
N/A
5.32 %
5.18 %
4.98 %
Aptiv selects discount rates by analyzing the results of matching each plan’s projected benefit obligations with a portfol
f io
of high-quality fixed income investments rated AA or higher by Standard and Poor’s or Moody’s.
Aptiv does not have any U.S. pension assets; therefore no U.S. asset rate of retur
t
n calculation was necessary. The primary
funded non-U.S. plans are in the U.K. and Mexico. For the determination of 2025 expense, Aptiv assumed a long-term expected
asset rate of retur
t
n of appr
a
oximately 4.50% and 8.50% for the U.K. and Mexico, respectively. Aptiv evaluated input from local
actuaries and asset managers, including consideration of recent fund performance and historical returns, in developing the long-
term rate of return assumptions. The assumptions for the U.K. and Mexico are primarily conservative long-term, prospective
rates. To determine the expected return on plan assets, the market-related value of our plan assets is actua
t
l fai
f r value.
Aptiv’s pension expense for 2026 is determined at the 2025 year end measurement date. For purpos
r
es of analysis, the
following tabl
a e highlights the sensitivity of the Company’ 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
a
sensitivities refle
f ct the effect of changing one assumption at a time. It should be noted that economic factors
and conditions ofte
f n affect multiple assumptions simultaneously and the effe
f cts of changes in key assumptions are not
necessarily linear. The above sensitivities also assume no changes to the design of the pension plans and no majo
a r restruc
r
turing
programs.
108

Pension Funding
The fol
f lowing benefit payments, which refle
f ct expected future service, as appropriate, are expected to be paid:
Projected Pension Benefit
f
Payments
U.S. Plans
Non-U.S. Plans
(in millions)
2026 .................................................................................................................................... $
—
$
61
2027 .................................................................................................................................... $
1
$
55
2028 .................................................................................................................................... $
—
$
58
2029 .................................................................................................................................... $
—
$
60
2030 .................................................................................................................................... $
—
$
67
2031 – 2035 ........................................................................................................................ $
—
$
315
Aptiv anticipates making pension contributions and benefit
f
payments of approximately $25 million in 2026.
Aptiv sponsors defin
f ed contribution plans for certain hourly and salaried employees. Expense related to the contributions
for these plans was $38 million, $38 million, and $42 million for
f
the years ended December 31, 2025, 2024 and 2023,
respectively.
Plan Assets
Certain pension plans sponsored by Aptiv invest in a diversified portfol
f io consisting of an array of asset classes that
attempts to maximize retur
t
ns while minimizing volatility. These asset classes include developed market equities, emerging
market equities, private equity, global high quality and high yield fixed income, real estate and abs
a
olute retur
t
n strategies.
The fai
f r values of Aptiv’s pension plan assets weighted-average asset allocations at December 31, 2025 and 2024, by
asset category,
r
are as fol
f lows:
Fair Value Measurements at December 31, 2025
Asset Category
Total
Quoted Prices in
Active Markets for
f
Identical Assets
(Level 1)
Signific
f ant
Observable Inputs
(Level 2)
Signific
f ant
Unobservable Inputs
(Level 3)
(in millions)
Cash, cash equivalents and repurchase
agreements (1)............................................
$
(34) $
8
$
(42) $
—
Time deposits .............................................
33
—
33
—
Bond mutual funds .....................................
194
135
59
—
Real estate trus
r
t fun
f
ds.................................
14
—
—
14
Private debt funds
f
.......................................
17
—
—
17
Insurance contracts.....................................
1
—
—
1
Debt securities............................................
58
58
—
—
Equity securities.........................................
42
42
—
—
Total.......................................................
$
325
$
243
$
50
$
32
(1)
Level 2 includes repurchase agreements of $47 million within non-U.S. plans.
109

Fair Value Measurements at December 31, 2024
Asset Category
Total
Quoted Prices in
Active Markets for
f
Identical Assets
(Level 1)
Signific
f ant
Observable Inputs
(Level 2)
Signific
f ant
Unobservable Inputs
(Level 3)
(in millions)
Cash, cash equivalents and repurchase
agreements (1)............................................
$
(55) $
4
$
(59) $
—
Time deposits .............................................
31
—
31
—
Equity mutual funds ...................................
20
—
20
—
Bond mutual funds .....................................
180
124
56
—
Real estate trus
r
t fun
f
ds.................................
19
—
—
19
Private debt fun
f
ds.......................................
19
—
—
19
Insurance contracts.....................................
1
—
—
1
Debt securities............................................
49
49
—
—
Equity securities.........................................
35
35
—
—
Total.......................................................
$
299
$
212
$
48
$
39
(1)
Level 2 includes repurchase agreements of $64 million within non-U.S. plans.
Following is a description of the valuation methodologies used for pension assets measured at fair value.
Repur
e
chase agreementst —Due to the short-term nature of repurchase agreements, fai
f r value is estimated as the
outstanding balance of the obligation.
Time depos
e
itst —The fair value of fix
f ed-matur
t
ity certificates of deposit was estimated using the rates offe
f red for
f
deposits
of similar remaining maturities.
Equity mutual funds—The fair value of the equity mutual funds is determined by the indirect quoted market prices on
regulated financial exchanges of the underlying investments included in the fund.
Bond mutual funds—The fair value of the bond mutual funds is determined by the indirect quoted market prices on
regulated financial exchanges of the underlying investments included in the fund.
Real estate—The fair value of real estate properties is estimated using an annual appr
a
aisal provided by the administrator
of the property investment. Management believes this is an app
a
ropriate methodology to obtain the fair value of these assets.
Private deb
d
t funds
f
—The fair value of the private debt fun
f
ds is determined by the fund
f
administrator based on availabl
a e
market quotes on the subject securities or an income appr
a
oach valuation in order to estimate fair value. Management believes
this is an appropriate methodology to obtain the fair value of these assets.
Insurance contracts—The insurance contracts are invested in a fun
f
d with guaranteed minimum retur
t
ns. The fair values of
these contracts are based on the net asset value underlying the contracts.
Debt securities—The fair value of debt securities is determined by direct quoted market prices on regulated financial
exchanges.
Equity securities—The fair value of equity securities is determined by direct quoted market prices on regulated financial
exchanges.
110

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
Real Estate
Trust Fund
Insurance
Contracts
Private Lending
Funds
(in millions)
Beginning balance at January 1, 2024............................................................. $
28
$
3
$
24
Actual return on plan assets:
Relating to assets still held at the reporting date....................................
(1)
—
(5)
Purchases, sales and settlements .................................................................
(7)
—
—
Foreign currency translation and other........................................................
(1)
(2)
—
Ending balance at December 31, 2024 ............................................................ $
19
$
1
$
19
Actual return on plan assets:
Relating to assets still held at the reporting date.................................... $
4
$
—
$
—
Purchases, sales and settlements .................................................................
(11)
—
(3)
Foreign currency translation and other........................................................
2
—
1
Ending balance at December 31, 2025 ............................................................ $
14
$
1
$
17
13. COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
Aptiv is from time to time subj
u ect to various legal actions and claims incidental to its business, including those arising out
of alleged defect
f
s, alleged breaches of contracts, product warranties, intellectua
t
l property matters, and employment-related
matters. It is the opinion of Aptiv that the outcome of such matters will not have a material adverse impact on the consolidated
financial position, results of operations, or cash flo
f ws of Aptiv. With respect to warranty matters, although Aptiv cannot ensure
that the fut
f ur
t
e costs of warranty claims by customers will not be material, Aptiv believes its establ
a ished reserves are adequate to
cover potential warranty settlements.
Environmental Matters
Aptiv is subj
u ect to the requirements of U.S. fed
f
eral, state, local and non-U.S. environmental, health and safet
f y laws and
regulations. As of December 31, 2025 and 2024, the undiscounted reserve for
f
environmental investigation and remediation
recorded in other liabi
a lities was approximately $4 million. Aptiv cannot ensure that environmental requirements will not change
or become more stringent over time or that its eventual environmental remediation costs and liabi
a lities will not exceed the
amount of its current reserves. In the event that such liabi
a lities were to significantly exceed the amounts recorded, Aptiv’s
results of operations could be materially affe
f cted. At December 31, 2025, the diffe
f rence between the recorded liabi
a lities and the
reasonabl
a y possible range of potential loss was not material.
14. INCOME TAXES
In connection with the change of tax residency described in Note 1. General, in December 2024, Aptiv establ
a ished a new
publicly-listed Jersey parent company, New Aptiv, which is resident for tax purpos
r
es in Switzerland. Following consummation
of the Transaction, Aptiv PLC became a wholly-owned subs
u
idiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.”
Income before income taxes and equity income for U.S. and non-U.S. operations are as fol
f lows:
Year Ended December 31,
2025
2024
2023
(in millions)
U.S. (loss) income ................................................................................................. $
(635) $
(78) $
(162)
Non-U.S. income...................................................................................................
1,554
2,229
1,499
Income before income taxes and equity loss...................................................... $
919
$
2,151
$
1,337
111

The provision (benefit
f ) for
f
income taxes is comprised of:f
Year Ended December 31,
2025
2024
2023
(in millions)
Current income tax expense (benefit):
U.S. federal......................................................................................................... $
10
$
(25) $
25
Non-U.S..............................................................................................................
290
277
208
U.S. state and local .............................................................................................
6
5
3
Total current......................................................................................................
306
257
236
Deferred income tax expense (benefit), net:
U.S. federal.........................................................................................................
(37)
(67)
(62)
Non-U.S..............................................................................................................
435
35
(2,091)
U.S. state and local .............................................................................................
(4)
(2)
(11)
Total defer
f red....................................................................................................
394
(34)
(2,164)
Total income tax provision (benefit)
f
.............................................................. $
700
$
223
$
(1,928)
Cash paid or withheld for income taxes by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the
year ended December 31, 2025 was:
Year Ended
December 31,
2025
(in millions)
Swiss fed
f
eral ............................................................................................................................................................. $
—
Swiss cantonal...........................................................................................................................................................
2
Foreign:
China ....................................................................................................................................................................
74
Mexico..................................................................................................................................................................
51
India......................................................................................................................................................................
21
Ireland ..................................................................................................................................................................
19
South Korea..........................................................................................................................................................
17
Other (1)...............................................................................................................................................................
71
Cash paid or withheld ............................................................................................................................................... $
255
(1)
Includes jurisdictions below the threshold for
f
the period presented.
Cash paid or withheld for income taxes for the years ended December 31, 2024 and 2023 was $249 million and $307
million, respectively.
The Company is a Swiss resident taxpayer as of December 31, 2024. Prior to December 2024, the Company was an Irish
resident taxpayer. As further described in Note 2. Significant Accounting Policies, the Company has elected to prospectively
adopt the guidance in ASU 2023-09. The fol
f lowing tabl
a e is a reconciliation of the Swiss fed
f
eral statut
t ory t
r
ax rate to the
Company’s effective rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:
Swiss fed
f
eral statutory tax rate.................................................................................................... $
72
8 %
State and local income taxes (1) ...................................................................................................
396
43 %
Foreign tax effects
Brazil
Statut
t ory r
r
ate diffe
f rence.........................................................................................................
10
1 %
Other ......................................................................................................................................
1
— %
Year Ended December 31,
2025
(in millions)
Amount
Percent
112

China
Withholding taxes..................................................................................................................
58
6 %
Statut
t ory r
r
ate diffe
f rence.........................................................................................................
26
3 %
R&D super-deduction............................................................................................................
(18)
(2)%
Valuation allowance adju
d stments ..........................................................................................
(9)
(1)%
Other ......................................................................................................................................
1
— %
France
Valuation allowance adju
d stments ..........................................................................................
(19)
(2)%
Other ......................................................................................................................................
14
2 %
Germany
Valuation allowance adju
d stments ..........................................................................................
(25)
(3)%
State and local taxes...............................................................................................................
(21)
(2)%
Separation taxes .....................................................................................................................
11
1 %
India
Statut
t ory r
r
ate diffe
f rence.........................................................................................................
11
1 %
Other ......................................................................................................................................
3
— %
Ireland
Statut
t ory r
r
ate diffe
f rence.........................................................................................................
(15)
(2)%
Other ......................................................................................................................................
(8)
(1)%
Korea...........................................................................................................................................
9
1 %
Luxembourg
Intercompany reorganizations................................................................................................
(408)
(45)%
Valuation allowance adju
d stments ..........................................................................................
398
43 %
Separation taxes .....................................................................................................................
25
3 %
Other ......................................................................................................................................
(4)
— %
Mexico
Statut
t ory r
r
ate diffe
f rence.........................................................................................................
34
4 %
Separation taxes .....................................................................................................................
15
2 %
Foreign exchange impacts......................................................................................................
(11)
(1)%
Withholding taxes..................................................................................................................
9
1 %
Other ......................................................................................................................................
(7)
(1)%
Poland
R&D super-deduc
d
tion............................................................................................................
(43)
(5)%
Valuation allowance adju
d stments ..........................................................................................
35
4 %
Loss utilization.......................................................................................................................
10
1 %
Other ......................................................................................................................................
1
— %
United States
Non-deductible impairment ...................................................................................................
136
15 %
Statut
t ory r
r
ate diffe
f rence.........................................................................................................
(84)
(9)%
Tax credits..............................................................................................................................
(9)
(1)%
Others.....................................................................................................................................
(2)
— %
All other foreign jurisdictions.....................................................................................................
49
6 %
Effe
f ct of changes in tax laws.........................................................................................................
—
— %
Effe
f ct of cross-border taxes..........................................................................................................
1
— %
Tax credits......................................................................................................................................
—
— %
Changes in valuation allowances..................................................................................................
362
39 %
Year Ended December 31,
2025
(in millions)
Amount
Percent
113

Non-taxable or non-deductible items...........................................................................................
—
— %
Changes in unrecognized tax benefit
f s..........................................................................................
9
1 %
Other adjustments
Intercompany reorganizations ....................................................................................................
(321)
(35)%
Other ...........................................................................................................................................
8
1 %
Effe
f ctive tax rate............................................................................................................................ $
700
76 %
Year Ended December 31,
2025
(in millions)
Amount
Percent
(1)
Comprised of income taxes in the canton of Schaffh
f
ausen, primarily related to valuation allowances.
The fol
f lowing tabl
a e is a reconciliation of the notional U.S. fed
f
eral income tax rate to the Company’s effective rate for
f
the
years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09:
Year Ended December 31,
2024
2023
(in millions)
Notional U.S. fed
f
eral income taxes at statut
t ory r
r
ate....................................................................... $
452
$
281
Income taxed at other rates..............................................................................................................
(236)
(131)
Change in valuation allowance........................................................................................................
(12)
1
Other change in tax reserves............................................................................................................
16
(7)
Intercompany reorganizations .........................................................................................................
(27)
(2,082)
Withholding taxes............................................................................................................................
62
57
Tax credits .......................................................................................................................................
(32)
(19)
Change in tax law............................................................................................................................
—
(17)
Other adjustments............................................................................................................................
—
(11)
Total income tax expense (benefit)............................................................................................. $
223
$
(1,928)
Effe
f ctive tax rate..............................................................................................................................
10 %
(144)%
The Company’s tax rate is affected by the fac
f
t that its parent entity is a Swiss resident taxpayer, and was an Irish resident
taxpayer prior to the December 2024 reorganization transaction, the tax rates in Switzerland, Ireland and other jurisdictions in
which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income
for which no tax benefit
f
or expense was recognized due to a valuation allowance. Included in the non-U.S. income taxed at
other rates are tax incentives obtained in various non-U.S. countries, primarily various incentives in Morocco and the High and
New Technology Enterprise (“HNTE”) status in China, which totaled $33 million in 2025, $27 million in 2024 and $23 million
in 2023, as well as tax benefit
f
for income earned, and no tax benefit for
f
losses incurred, in jurisdictions where a valuation
allowance has been recorded. The Company currently benefits from tax holidays in various non-U.S. jurisdictions with
expiration dates from 2026 through 2044. The income tax benefits attributable to these tax holidays are approximately $4
million ($0.02 per share) in 2025, $5 million ($0.02 per share) in 2024 and $7 million ($0.03 per share) in 2023.
The effective tax rate for the year ended December 31, 2025 includes net discrete tax expense of appr
a
oximately $380
million primarily related to a change in valuation allowance on the Swiss tax incentive, as described below, tax accrua
r
ls
associated with the Separation of the Electrical Distribution Systems business and the tax impact of intercompany
reorganizations, partially offs
f et by changes in other valuation allowances. Also included as a discrete item in the effe
f ctive tax
rate for the year ended December 31, 2025 is the unfav
f
orable impact of approximately 32 points resulting fro
f
m the Wind River
non-cash goodwill impairment charge, as described fur
f
ther in Note 7. Intangible Assets and Goodwill, which is non-deductible
for tax purpos
r
es.
The effective tax rate for the year ended December 31, 2024 includes discrete tax benefits primarily associated with
intercompany reorganizations. Also included as a discrete item in the effe
f ctive tax rate for the year ended December 31, 2024 is
the benefic
f ial impact of approximately 4 points resulting from the Motional fundi
f
ng and ownership restructur
t
ing transactions,
as described fur
f
ther in Note 5. Investments in Affiliates. There was no tax expense associated with these gains as Aptiv’s
interest in Motional is exempt fro
f
m capital gains tax in the jurisdiction in which it is owned.
114

The effective tax rate for the year ended December 31, 2023 was primarily impacted by the Company’s transfers of
intellectua
t
l property, as described below.
On July 4, 2025, the One Big Beautiful
f
Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes changes to
U.S. tax law that were applicable to Aptiv beginning in 2025, with additional provisions applying in subs
u
equent years. Included
in these changes are fav
f
orable adju
d stments to deduc
d
tions for interest, qualifie
f d property, and research and development
expenditures, as well as reforms to the international tax framework. The OBBBA will not have a material impact on the
Company’s consolidated financial statements.
On January 15, 2025, the Organisation for
f
Economic Co-operation and Development (the “OECD”) released
Administrative Guidance (the “Guidance) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rul
R es”)
which amends the Pillar Two Framework (the “Framework”) previously adopted by the European Union (the “E.U.”) Member
States on December 15, 2022. Jurisdictions that have adopted the Framework, which generally provides for
f
a minimum
effe
f ctive tax rate of 15%, as established by the OECD, may implement and administer their domestic laws consistent with the
Model Rul
R es and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit
carryforwards for purpos
r
es of the global minimum tax establ
a ished under the Framework. As a result, the Company no longer
expects to obtain significant benefits
f
from the tax incentive granted to its Swiss subsidiary in 2023, as described below.
Accordingly, the Company recognized an increase to valuation allowances of $294 million to reduc
d
e the related defer
f red tax
asset dur
d
ing the year ended December 31, 2025. No other defer
f red tax assets are impacted by the Guidance. The Company has
proactively responded to these tax policy changes and will continue to closely monitor developments. Our effe
f ctive tax rate for
the year ended December 31, 2025 includes an unfav
f
orable impact from the enacted Framework.
On December 18, 2025, the Swiss Council of States passed a motion preventing the retroactive appl
a
ication of the
OECD’s 2025 Guidance on the Model Rul
R es. While this development has no immediate impact on Aptiv’s tax position, we will
continue to monitor potential implications for the recoverabi
a lity of our Swiss defer
f red tax assets associated with our Swiss tax
incentive.
The Tax Cuts and Jobs Act, which was enacted in the U.S. in 2017, created a provision known as Global Intangible Low-
Taxed Income (“GILTI”) that imposes a tax on certain earnings of foreign subsidiaries. U.S. GAAP allows companies to make
an accounting policy election to either recognize deferred taxes for temporary b
r
asis differences expected to reverse as GILTI in
future years or to provide for the tax expense related to GILTI in the year the tax is incurred. We have elected to account for
GILTI in the year the tax is incurred.
As described above
a
, certain of the Company’s Chinese subs
u
idiaries benefit fro
f
m a reduced corporate income tax rate as a
result of their HNTE status. Aptiv regularly subm
u
its appl
a
ications to reapply for
f
HNTE status as they expire. The Company
believes each of the appl
a
icable entities will continue to renew HNTE status going forward and has refle
f cted this in calculating
total income tax expense.
Intellectual Property Transfer
In response to the Framework, the Company initiated changes to its corporate entity structur
t
e, including intercompany
transfer
f s of certain intellectua
t
l property to one of its subsidiaries in Switzerland, during the second half of 2023.
The Company transfer
f red certain intellectual property dur
d
ing the year ended December 31, 2023 between wholly-owned
legal entities in diffe
f rent tax jurisdictions. These transfer
f s were intercompany transactions. Consequently, the resulting gains on
these transfers were eliminated for
f
purpos
r
es of the consolidated financial statements. However, certain of these transfers
resulted in a gain that is subj
u ect to income tax in the local jurisdiction, which was offs
f et with the utilization of existing net
operating loss carryforwards. A portion of the net operating loss carryforwards were previously reduced by deferred tax
liabi
a lities from recapturabl
a e deduc
d
tions, which were eliminated as part of the intercompany transactions, while the remaining
net operating loss carryforwards were largely offset by a valuation allowance. Consequently, dur
d
ing the year ended December
31, 2023, the Company recognized a net deferred tax expense of appr
a
oximately $55 million, which is comprised of deferred tax
benefits of approximately $2,075 million related to the release of valuation allowances as a result of the transfer
f s and deferred
tax expense of appr
a
oximately $2,130 million to refle
f ct utilization of the loss carryforwards.
As a result of the intellectua
t
l property transfers during the year ended December 31, 2023, the Company’s Swiss
subs
u
idiary, which received the intellectua
t
l property, recognized a step-up i
u
n tax basis on the fair value of the transfer
f red
intellectua
t
l property. This resulted in the creation of a temporary d
r
iffe
f rence between the book basis and tax basis of the
specified intellectua
t
l property. Consequently, the Company recorded a defer
f red tax benefit of appr
a
oximately $1,820 million
during the year ended December 31, 2023, which was increased from the amounts disclosed as of September 30, 2023,
primarily as a result of additional intellectua
t
l property transfers in the four
f
th quarter of 2023.
115

Furthermore, the Company’s Swiss subs
u
idiary was granted a ten-year tax incentive, beginning in 2024. A defer
f red tax
benefit of appr
a
oximately $330 million, net of a valuation allowance, was recorded during the year ended December 31, 2023 to
reflect the estimated fut
f ur
t
e reduc
d
tions in tax associated with the incentive. This amount was increased from the amount
disclosed as of September 30, 2023, primarily as a result of changes in the estimated utilization of the tax incentive fro
f
m the
additional transfers of intellectual property in the fourth quarter of 2023.
The total income tax benefit
f
recorded as a result of the intercompany transfer
f s of intellectua
t
l property and negotiated tax
incentive, all as described above, combined with related additional current year tax expense as a result of the transactions, was
approximately $2,080 million dur
d
ing the year ended December 31, 2023.
The measurement of certain deferred tax assets, as described above, and associated income tax benefits
f
resulting from
f
these transactions was impacted by tax legislation in Switzerland enacted in the four
f
th quarter of 2023, which increased the
statut
t ory i
r
ncome tax rate, resulting in additional defer
f red tax benefit impacts of appr
a
oximately $365 million, net of valuation
allowances (which are refle
f cted in the amounts abo
a
ve), during the three months ended December 31, 2023, from the amounts
disclosed as of September 30, 2023.
Deferred Income Taxes
The Company accounts for
f
income taxes and the related accounts under the liabi
a lity method. Deferred income tax assets
and liabi
a lities refle
f ct the impact of temporary differences between amounts of assets and liabi
a lities for
f
financial reporting
purpos
r
es and the bases of such assets and liabi
a lities as measured by tax laws. Significant components of the deferred tax assets
and liabi
a lities are as follows:
December 31,
2025
2024
(in millions)
Deferred tax assets:
Pension............................................................................................................................................ $
80
$
61
Employee benefit
f s...........................................................................................................................
56
57
Net operating loss carryforwards....................................................................................................
1,654
578
Warranty and other liabi
a lities..........................................................................................................
72
72
Operating lease liabi
a lities................................................................................................................
120
109
Capi
a talized R&D.............................................................................................................................
129
110
Tax credit carryforwards.................................................................................................................
1,607
1,605
Intangibles.......................................................................................................................................
1,481
1,634
Other ...............................................................................................................................................
152
175
Total gross deferred tax assets........................................................................................................
5,351
4,401
Less: valuation allowances .............................................................................................................
(3,065)
(1,704)
Total defer
f red tax assets (1) ......................................................................................................... $
2,286
$
2,697
Deferred tax liabilities:
Fixed assets..................................................................................................................................... $
9
$
27
Tax on unremitted profits of certain for
f
eign subs
u
idiaries...............................................................
130
82
Intangibles.......................................................................................................................................
470
496
Operating lease right-of-use assets .................................................................................................
109
101
Total gross deferred tax liabilities................................................................................................
718
706
Net defer
f red tax assets................................................................................................................ $
1,568
$
1,991
(1)
Refle
f cts gross amount before jurisdictional netting of defer
f red tax assets and liabi
a lities.
116

Deferred tax assets and liabi
a lities are classified as long-term in the consolidated balance sheets. Net defer
f red tax assets
and liabi
a lities are included in the consolidated balance sheets as fol
f lows:
December 31,
2025
2024
(in millions)
Long-term assets............................................................................................................................. $
1,828
$
2,281
Long-term liabi
a lities........................................................................................................................
(260)
(290)
Total defer
f red tax asset ................................................................................................................ $
1,568
$
1,991
The net deferred tax asset of $1,568 million as of December 31, 2025 is primarily comprised of defer
f red tax asset amounts
in Switzerland, Mexico, Germany, Brazil, China and Ireland, partially offs
f et by deferred tax liabi
a lities primarily in Italy, the
U.S. and Singapor
a
e.
Net Operating Loss and Tax Credit Carryforwards
As of December 31, 2025, the Company has gross deferred tax assets of approximately $1,644 million for
f
non-U.S. net
operating loss (“NOL”) carryforwards with recorded valuation allowances of $1,469 million. These NOLs are availabl
a e to
offs
f et future taxabl
a e income and realization is dependent on generating suffi
f cient taxable income prior to expiration of the loss
carryforwards. The NOLs primarily relate to Switzerland, Luxembourg and Poland. The NOL carryforwards have expiration
dates ranging from one year to an indefinite period.
Deferred tax assets include $1,607 million and $1,605 million of tax credit carryforwards with recorded valuation
allowances of $1,558 million and $1,267 million at December 31, 2025 and 2024, respectively. The tax credits are primarily
related to Switzerland and the U.S. These tax credit carryforwards expire at various times fro
f
m 2026 through 2045.
Cumulative Undistributed Foreign Earnings
No income taxes have been provided on indefinitely reinvested earnings of certain foreign subsidiaries at December 31,
2025.
Taxes of $130 million have been accrue
r
d on undistributed earnings that are not indefinitely reinvested and are primarily
related to China, Honduras, Mexico and Morocco. There are no other material liabi
a lities for
f
income taxes on the undistributed
earnings of foreign subsidiaries, as the Company has concluded that either such earnings should not give rise to additional
income tax liabi
a lities as a result of the distribution of such earnings or are indefin
f itely reinvested. If in the future these
indefinitely reinvested earnings were to be repatriated to Switzerland, additional tax provisions would be required. It is not
practicable to determine the unrecognized deferred tax liabi
a lity on these temporary d
r
iffe
f rences.
Uncertain Tax Positions
The Company recognizes tax benefit
f s only for
f
tax positions that are more likely than not to be sustained upon
u
examination
by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of
being realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that
do not meet these recognition and measurement standards.
A reconciliation of the gross change in the unrecognized tax benefits
f
balance, excluding interest and penalties is as
follows:
Year Ended December 31,
2025
2024
2023
(in millions)
Balance at beginning of year................................................................................. $
227
$
222
$
224
Additions related to current year ........................................................................
11
3
4
Additions related to prior years ..........................................................................
64
14
11
Reductions related to prior years........................................................................
(39)
(9)
(12)
Reductions due to expirations of statut
t e of limitations.......................................
(9)
(1)
(2)
Settlements..........................................................................................................
(8)
(2)
(3)
Balance at end of year ........................................................................................... $
246
$
227
$
222
117

A portion of the Company’s unrecognized tax benefit
f s would, if recognized, reduc
d
e its effe
f ctive tax rate. The remaining
unrecognized tax benefit
f s relate to tax positions that, if recognized, would result in an offsetting change in valuation allowance
and for
f
which only the timing of the benefit
f
is uncertain. Recognition of these tax benefits
f
would reduc
d
e the Company’s
effe
f ctive tax rate only through a reduc
d
tion of accrue
r
d interest and penalties. As of December 31, 2025 and 2024, the amounts of
unrecognized tax benefit
f
that would reduc
d
e the Company’s effective tax rate were $220 million and $196 million, respectively.
For 2025 and 2024, respectively, $100 million and $92 million of reserves for uncertain tax positions would be offset by the
write-off of a related deferred tax asset or income tax receivable, if recognized.
The Company recognizes interest and penalties relating to unrecognized tax benefits
f
as part of income tax expense. Total
accrue
r
d liabi
a lities for
f
interest and penalties were $54 million and $31 million at December 31, 2025 and 2024, respectively.
Total interest and penalties recognized as part of income tax expense were expenses of $21 million, $6 million and $1 million
for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the
world. Taxing jurisdictions significant to Aptiv include China, Germany, Ireland, Mexico, South Korea, Switzerland, the U.K.
and the U.S. Open tax years related to these taxing jurisdictions remain subj
u ect to examination and could result in additional tax
liabi
a lities. In general, the Company’s affiliates are no longer subject to income tax examinations by foreign tax authorities for
years befor
f
e 2002. It is reasonabl
a y possible that audit settlements, the conclusion of current examinations or the expiration of
the statute of limitations in several jurisdictions could impact the Company’s unrecognized tax benefits
f
.
Pledged Assets
As of December 31, 2025, we had no assets pledged as collateral against income taxes payable. As of December 31, 2024,
we had pledged the assets of certain of our entities in Korea as collateral against approximately $18 million of income taxes
payabl
a e.
15. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
Change of Tax Residency
In connection with the reorganization transaction as fur
f
ther described in Note 1. General, in December 2024, Old Aptiv
establ
a ished a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purpos
r
es in Switzerland. As a
result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for
f
newly issued ordinary shares of New Aptiv. Following consummation of the Transaction, holders of Old Aptiv shares became
ordinary shareholders of New Aptiv, Old Aptiv became a wholly-owned subs
u
idiary of New Aptiv and New Aptiv was renamed
“Aptiv PLC.” Old Aptiv merged with and into Aptiv Swiss Holdings, a newly for
f
med Jersey incorpor
r
ated private limited
company, and a direct, wholly-owned subs
u
idiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned
subs
u
idiary of New Aptiv, and Old Aptiv ceasing to exist.
Conversion of the MCPS
On June 15, 2023, (the “Mandatory Conversion Date”), each outstanding share of the Company’s 5.50% Mandatory
Convertible Prefer
f red Shares, Series A, $0.01 par value per share (the “MCPS”) converted into 1.0754 ordinary shares of the
Company. In aggregate, the MCPS converted into approximately 12.37 million ordinary s
r
hares of the company, pursuant to the
Statement of Rights governing the MCPS. The number of the Company’s ordinary s
r
hares issued upon conversion was
determined based on the volume-weighted average price per share of the Company’s ordinary s
r
hares over the 20 consecutive
trading day period beginning on, and including, the 21st schedul
d ed trading day immediately befor
f
e the Mandatory Conversion
Date.
Prior to their conversion, holders of the MCPS were entitled to receive, when and if declared by the Company’s Board of
Directors, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share (equivalent to $5.50
annually per share), payabl
a e in cash or, subj
u ect to certain limitations, by delivery o
r
f the Company’s ordinary s
r
hares or any
combination of cash and the Company’s ordinary shares, at the Company’s election. Dividends on the MCPS were payable
quarterly on March 15, June 15, September 15 and December 15 of each year (commencing on September 15, 2020 to, and
including June 15, 2023), to the holders of record of the MCPS as they appe
a
ar on the Company’s share register at the close of
business on the immediately preceding March 1, June 1, September 1 and December 1, respectively.
Net Income Per Share
Basic net income per share is computed by dividing net income attributable to ordinary shareholders by the weighted
average number of ordinary s
r
hares outstanding during the period. Diluted net income per share reflects the weighted average
dilutive impact of all potentially dilutive securities fro
f
m the date of issuance and is computed using the treasury s
r
tock and if-
118

converted methods. Prior to the conversion of the MCPS into ordinary shares in June 2023, the if-converted method was used to
determine if the impact of the conversion of the MCPS into ordinary shares was more dilutive than the MCPS dividends to net
income per share. If so, the MCPS were assumed to have been converted at the later of the beginning of the period or the time
of issuance, and the resulting ordinary s
r
hares were included in the denominator and the MCPS dividends were added back to
the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the year
ended December 31, 2023, the calculation of net income per share includes the dilutive impacts of the MCPS under the if-f
converted method. For all periods presented, the calculation of net income per share also contemplates the dilutive impacts, if
any, of the Company’s share-based compensation plans. Refer
f
to Note 21. Share-Based Compensation for
f
additional
information.
Weight
g ed Average Shares
The fol
f lowing tabl
a e illustrates net income per share attributable to ordinary shareholders and the weighted average shares
outstanding used in calculating basic and diluted income per share:
Year Ended December 31,
2025
2024
2023
(in millions, except per share data)
Numerator, basic:
Net income attributable to ordinary shareholders............................................. $
165
$
1,787
$
2,909
Numerator, diluted:
Net income attributable to Aptiv....................................................................... $
165
$
1,787
$
2,938
Denominator:
Weighted average ordinary s
r
hares outstanding, basic......................................
220.00
256.38
276.92
Dilutive shares related to RSUs........................................................................
0.75
0.28
0.17
Weighted average MCPS converted shares (1) ................................................
—
—
5.79
Weighted average ordinary s
r
hares outstanding, including dilutive shares.......
220.75
256.66
282.88
Net income per share attributable to ordinary shareholders:
Basic.................................................................................................................. $
0.75
$
6.97
$
10.50
Diluted............................................................................................................... $
0.75
$
6.96
$
10.39
(1)
For purpos
r
es of calculating net income per share under the if-c
f onverted method, the Company has excluded the impact of the MCPS dividends for the
year ended December 31, 2023, as the assumed conversion of the MCPS into ordinary shares on a weighted average basis was more dilutive to net income
per share than the impact of the MCPS dividends.
Share Repurchase Programs
In July 2024, the Board of Directors authorized a share repurchase program of up to $5.0 billion of ordinary s
r
hares, which
commenced in August 2024 following completion of the Company’s $2.0 billion January 2019 share repurchase program. This
share repurchase program provides for
f
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.
As part of the Company’s share repurchase program, on August 1, 2024, the Company entered into ASR agreements with
each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv’s
ordinary shares (the “ASR Agreements”).
Under the terms of the ASR Agreements, on August 2, 2024, the Company made an aggregate payment of $3.0 billion
(the “Repurchase Price”) and received initial deliveries of appr
a
oximately 30.8 million ordinary s
r
hares with a value of $2.25
billion, which were retired immediately and recorded as a reduc
d
tion to shareholders’ equity. Aptiv incurred appr
a
oximately $4
million of direct costs in connection with the ASR Agreements. Given the Company’s abi
a lity to settle in shares, the remaining
$750 million prepaid forward contract was classified as a reduc
d
tion to additional paid-in capital as of December 31, 2024. The
Company initially funded the accelerated share repurchase program with cash on hand and borrowings under the Bridge Credit
Agreement. The Bridge Credit Agreement was subs
u
equently repaid and terminated during the third quarter of 2024 using
proceeds fro
f
m the Term Loan A and issuance of the 2024 Senior Notes and 2024 Junior Notes, as further described in Note 11.
Debt.
During the year ended December 31, 2025, upon final settlements under the ASR Agreements, Aptiv received incremental
deliveries of appr
a
oximately 17.7 million ordinary s
r
hares. All shares delivered to Aptiv under the ASR Agreements were retired
immediately. Under the ASR Agreements, the Company received total deliveries of appr
a
oximately 48.5 million ordinary s
r
hares
119

at an average price of $61.84 per share, based on the daily volume-weighted average price of our ordinary shares on specifie
f d
dates dur
d
ing the terms of the ASR Agreements, less a discount and subject to adju
d stments pursuant to the terms and conditions
of the ASR Agreements. During the year ended December 31, 2025, the Company also repurchased approximately 5.1 million
of our outstanding ordinary shares for $400 million in the open market.
During the year ended December 31, 2024, in addition to the initial shares received under the ASR program, we
repurchased approximately 13.6 million of our outstanding ordinary shares for $1,100 million in the open market. During the
year ended December 31, 2023, we repurchased approximately 4.7 million of our outstanding ordinary shares for $398 million
in the open market.
As of December 31, 2025, approximately $2,115 million of share repurchases remained availabl
a e under the July 2024
share repurchase program. All previously repurchased shares were retired and are reflected as a reduc
d
tion of ordinary s
r
hare
capital for
f
the par value of the shares, with the excess appl
a
ied as reduc
d
tions to additional paid-in-capital and retained earnings.
Preferred
f
Dividends
During the year ended December 31, 2023, the Board of Directors declared and paid quarterly cash dividends of
approximately $1.375 per MCPS for
f
a total of $32 million dur
d
ing the year.
16. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) are shown below.
Year Ended December 31,
2025
2024
2023
(in millions)
Foreign currency translation adju
d
stments:
Balance at beginning of year....................................................................... $
(1,036) $
(761) $
(790)
Aggregate adjustment for
f
the year (1) ........................................................
295
(275)
29
Balance at end of year.................................................................................
(741)
(1,036)
(761)
Gains (losses) on derivatives:
Balance at beginning of year....................................................................... $
(121) $
140
$
7
Other comprehensive income (loss) before reclassifications (net tax
effe
f ct of $(51), $19 and $(1) ).................................................................
253
(124)
253
Reclassification to income (net tax effe
f ct of $3, $1 and $(7)) ................
(17)
(137)
(120)
Balance at end of year.................................................................................
115
(121)
140
Pension and postretirement plans:
Balance at beginning of year....................................................................... $
(13) $
(24) $
(8)
Other comprehensive (loss) income before reclassifications (net tax
effe
f ct of $2, $(5) and $10) ......................................................................
(4)
8
(19)
Reclassification to income (net tax effe
f ct of $0, $(1) and $(1))..............
2
3
3
Balance at end of year.................................................................................
(15)
(13)
(24)
Unrealized gains (losses) on available-for-sale debt securities:
Balance at beginning of period ................................................................... $
(4) $
—
$
—
Other comprehensive income (loss) before reclassifications (net tax
effe
f ct of $1, $0 and $0) (2)......................................................................
4
(4)
—
Balance at end of period..........................................................................
—
(4)
—
Accumulated other comprehensive loss, end of year ................................. $
(641) $
(1,174) $
(645)
(1)
Includes $168 million of losses, $77 million of gains and $39 million of losses for
f
the years ended December 31, 2025, 2024 and 2023, respectively,
related to non-derivative net investment hedges. Refer to Note 17. Derivatives and Hedging Activities for
f
further description of these hedges. Includes
$6 million of accumulated currency translation adjustment gains reclassified to net income as a result of the sale of the Company’s investment in
TTTech Auto during the year ended December 31, 2025. Refer to Note 5. Investments in Affiliates for
f
further description of this transaction.
(2)
Represents change in fair value for
f
the Company’s investments in StradVision, prior to the Conversion in October 2025, and Maxieye, both of which
are for
f
eign currency-denominated investments. Refer to Note 5. Investments in Affilia
f
tes and Note 18. Fair Value of Financial Instruments for
f
additional infor
f
mation.
120

Reclassifications from accumulated other comprehensive income (loss) to income were as follows:
Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other
Comprehensive Income Components
Year Ended December 31,
Affe
f cted Line Item in the Statement of Operations
2025
2024
2023
(in millions)
Foreign currency translation
adju
d
stments:
Liquidation of for
f
eign subs
u
idiary (1)
$
6
$
—
$
—
Net gain on equity method transactions
6
—
—
Income before income taxes
—
—
—
Income tax (expense) benefit
6
—
—
Net income
—
—
—
Net income attributable to noncontrolling interest
$
6
$
—
$
—
Net income attributable to Aptiv
Gains (losses) on derivatives:
Commodity derivatives.....................
$
32
$
16
$
(28) Cost of sales
Foreign currency derivatives.............
(12)
122
141
Cost of sales
20
138
113
Income before income taxes
(3)
(1)
7
Income tax (expense) benefit
17
137
120
Net income
—
—
—
Net income attributable to noncontrolling interest
$
17
$
137
$
120
Net income attributable to Aptiv
Pension and postretirement plans:
Actuarial loss.....................................
$
(3) $
(2) $
(2) Other income, net (2)
Settlement loss ..................................
—
(2)
(2) Other income, net (2)
Curtailment gain................................
1
—
—
Other income, net (2)
(2)
(4)
(4) Income befor
f
e income taxes
—
1
1
Income tax (expense) benefit
(2)
(3)
(3) Net income
—
—
—
Net income attributable to noncontrolling interest
$
(2) $
(3) $
(3) Net income attributable to Aptiv
Total reclassifications for
f
the year
$
21
$
134
$
117
(1)
Represents accumulated currency translation adjustment gains reclassified to net income as a result of the sale of the Company’s investment in TTTech
Auto during the year ended December 31, 2025.
(2)
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 12. Pension Benefits
f
for additional details).
17. DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges
Aptiv is exposed to market risk, such as flu
f ctua
t
tions in foreign currency exchange rates, commodity prices and changes
in interest rates, which may result in cash flo
f w risks. To manage the volatility relating to these exposures, Aptiv aggregates the
exposures on a consolidated basis to take advantage of natur
t
al offs
f ets. For exposures that are not offs
f et within its operations,
Aptiv enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing
derivative fin
f ancial instruments for
f
speculative purpos
r
es, and designation of derivative instrum
r
ents is performed on a
transaction basis to suppor
u
t hedge accounting. The changes in fai
f r value of these hedging instruments are offs
f et in part or in
whole by corresponding changes in the fair value or cash flo
f ws of the underlying exposures being hedged. Aptiv assesses the
initial and ongoing effe
f ctiveness of its hedging relationships in accordance with its documented policy.
121

As of December 31, 2025, the Company had the following outstanding notional amounts related to commodity and
foreign currency for
f
ward and option contracts designated as cash flo
f w hedges that were entered into to hedge forecasted
exposures:
Commodity
Quantity
Hedged
Unit of
Measure
Notional Amount
(Approximate
USD Equivalent)
(in thousands)
(in millions)
Copper......................................................................................................................
77,871
pounds
$
415
Foreign Currency
Quantity
Hedged
Unit of
Measure
Notional Amount
(Approximate
USD Equivalent)
(in millions)
Mexican Peso...........................................................................................................
30,257
MXN
$
X
1,680
Chinese Yuan Renminbi..........................................................................................
2,510
RMB
$
360
Polish Zloty..............................................................................................................
924
PLN
$
255
Hungarian Forint......................................................................................................
26,032
HUF
$
80
British Pound ...........................................................................................................
70
GBP
$
95
As of December 31, 2025, Aptiv has entered into derivative instruments to hedge cash flo
f ws extending out to December
2027.
Gains and losses on derivatives qualifyi
f ng as cash flo
f w hedges are recorded in accumulated OCI, to the extent that
hedges are effe
f ctive, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will
fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net gains on cash flow
hedges included in accumulated OCI as of December 31, 2025 were $164 million (approximately $139 million, net of tax). Of
this total, approximately $125 million of gains are expected to be included in cost of sales within the next 12 months and
approximately $39 million of gains are expected to be included in cost of sales in subs
u
equent periods. Cash flo
f w hedges are
discontinued when Aptiv determines it is no longer probabl
a e that the originally forecasted transactions will occur. Cash flows
from derivatives used to manage commodity and for
f
eign exchange risks designated as cash flo
f w hedges are classified as
operating activities within the consolidated statements of cash flo
f ws.
Net Investment Hedges
The Company is also exposed to the risk that adverse changes in for
f
eign currency exchange rates could impact its net
investment in non-U.S. subs
u
idiaries. To manage this risk, the Company designates certain qualifyi
f ng derivative and non-
derivative instrum
r
ents, including foreign currency for
f
ward contracts and foreign currency-denominated debt, as net investment
hedges of certain non-U.S. subs
u
idiaries. The gains or losses on instrum
r
ents designated as net investment hedges are recognized
within OCI to offse
f
t changes in the value of the net investment in these for
f
eign currency-denominated operations. Gains and
losses reported in accumulated OCI are reclassified to earnings only when the related currency translation adjustments are
required to be reclassified, usually upon sale or liquidation of the investment. Cash flo
f ws from derivatives designated as net
investment hedges are classified as investing activities within the consolidated statements of cash flo
f ws.
The Company has entered into a series of for
f
ward contracts, each of which have been designated as net investment
hedges of the foreign currency exposure of the Company’s investments in certain RMB-denominated subs
u
idiaries. During the
years ended December 31, 2025, 2024 and 2023, the Company received $4 million, paid $2 million and received $6 million,
respectively, at settlement related to these series of forward contracts which matured throughout each respective year. In
September 2025, the Company entered into for
f
ward contracts with a total notional amount of 700 million RMB (appr
a
oximately
$100 million, using for
f
eign currency rates on the trade date), which matur
t
e in March 2026. Refer to the tabl
a es below for
f
details
of the fai
f r value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of
operations and consolidated statements of comprehensive income related to these derivative instrum
r
ents.
The Company has designated the €750 million 2024 Euro-denominated Senior Notes and the €500 million 2016 Euro-
denominated Senior Notes as net investment hedges of the foreign currency exposure of its investments in certain Euro-
denominated subs
u
idiaries, and had designated the €700 million 2015 Euro-denominated Senior Notes prior to being redeemed
in the fou
f
rth quarter of 2024, as more fully described in Note 11. Debt. Due to changes in the value of the Euro-denominated
debt instruments designated as net investment hedges, during the years ended December 31, 2025 and 2024, $168 million of
losses and $77 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI.
Included in accumulated OCI related to these net investment hedges were cumulative losses of $93 million as of December 31,
2025 and gains of $75 million as of December 31, 2024.
122

Derivatives Not Designated as Hedges
In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as
hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other income, net and
cost of sales in the consolidated statements of operations.
Fair Value of Derivative Instruments in the Balance Sheet
The fai
f r value of derivative financial instrum
r
ents recorded in the consolidated balance sheets as of December 31, 2025
and 2024 are as fol
f lows:
Asset Derivatives
Liability Derivatives
Net Amounts of
Assets and
(Liabilities)
Presented in the
Balance Sheet
Balance Sheet Location
December 31,
2025
Balance Sheet Location
December 31,
2025
December 31,
2025
(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives.............. Other current assets
$
63
Accrue
r
d liabi
a lities
$
—
Foreign currency derivatives* ... Other current assets
75
Other current assets
7
$
68
Commodity derivatives.............. Other long-term assets
22
Other long-term
liabilities
—
Foreign currency derivatives* ... Other long-term assets
14
Other long-term assets
2
12
Derivatives designated as net investment hedges:
Foreign currency derivatives ..... Other current assets
—
Accrue
r
d liabi
a lities
1
Total derivatives designated as hedges........................
$
174
$
10
Derivatives not designated:
Foreign currency derivatives* ... Other current assets
$
2
Other current assets
$
—
2
Total derivatives not designated as hedges..................
$
2
$
—
123

Asset Derivatives
Liability Derivatives
Net Amounts of
Assets and
(Liabilities)
Presented in the
Balance Sheet
Balance Sheet Location
December 31,
2024
Balance Sheet Location
December 31,
2024
December 31,
2024
(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives.............. Other current assets
$
5
Accrue
r
d liabi
a lities
$
5
Foreign currency derivatives* ... Other current assets
10
Other current assets
3
$
7
Foreign currency derivatives* ... Accrue
r
d liabi
a lities
10
Accrue
r
d liabi
a lities
80
(70)
Commodity derivatives.............. Other long-term assets
1
Other long-term
liabilities
7
Foreign currency derivatives* ...
Other long-term
liabilities
3
Other long-term
liabilities
35
(32)
Derivatives designated as net investment hedges:
Foreign currency derivatives ..... Other current assets
5
Accrue
r
d liabi
a lities
—
Total derivatives designated as hedges........................
$
34
$
130
Derivatives not designated:
Foreign currency derivatives* ... Other current assets
$
1
Other current assets
$
—
1
Foreign currency derivatives* ... Accrue
r
d liabi
a lities
—
Accrued liabilities
1
(1)
Total derivatives not designated as hedges..................
$
1
$
1
* Derivative instrum
r
ents within this category a
r
re subj
u ect to master netting arrangements and are presented on a net basis in the consolidated balance sheets in
accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fai
f r value of Aptiv’s derivative fin
f ancial instruments were in a net asset position as of December 31, 2025 and a net
liabi
a lity position as of December 31, 2024.
Effe
f ct of Derivatives on the Statements of Operations and Statements of Comprehensive Income
The pre-tax effe
f cts of derivative fin
f ancial instruments in the consolidated statements of operations and consolidated
statements of comprehensive income for
f
the years ended December 31, 2025, 2024 and 2023 are as fol
f lows:
Year Ended December 31, 2025
,
Gain (Loss)
Recognized in OCI
Gain (Loss)
Reclassified from OCI
into Income
(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives............................................................................................... $
124
$
32
Foreign currency derivatives.......................................................................................
183
(12)
Derivatives designated as net investment hedges:
Foreign currency derivatives.......................................................................................
(3)
—
Total........................................................................................................................ $
304
$
20
Loss Recognized
in Income
(in millions)
Derivatives not designated:
Foreign currency derivatives.......................................................................................................................... $
(3)
Total ........................................................................................................................................................... $
(3)
124

Year Ended December 31, 2024
,
Gain (Loss)
Recognized in OCI
Gain Reclassified from
OCI into Income
(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives............................................................................................... $
11
$
16
Foreign currency derivatives.......................................................................................
(160)
122
Derivatives designated as net investment hedges:
Foreign currency derivatives.......................................................................................
6
—
Total........................................................................................................................ $
(143) $
138
Loss Recognized
in Income
(in millions)
Derivatives not designated:
Foreign currency derivatives.......................................................................................................................... $
(5)
Total ........................................................................................................................................................... $
(5)
Year Ended December 31, 2023
,
Gain Recognized in
OCI
(Loss) Gain
Reclassified from OCI
into Income
(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives............................................................................................... $
5
$
(28)
Foreign currency derivatives.......................................................................................
244
141
Derivatives designated as net investment hedges:
Foreign currency derivatives.......................................................................................
5
—
Total........................................................................................................................ $
254
$
113
Loss Recognized
in Income
(in millions)
Derivatives not designated:
Foreign currency derivatives.......................................................................................................................... $
(3)
Total ........................................................................................................................................................... $
(3)
The gain or loss recognized in income for designated and non-designated derivative instrum
r
ents was recorded to cost of
sales and other income, net in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023.
18. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is defin
f ed as the exchange price that would be received to sell an asset or paid to transfer
f
a liabi
a lity (an exit
price) in the principal or most advantageous market for the asset or liabi
a lity in an orderly transaction between market
participants on the measurement date. Fair value measurements are based on one or more of the fol
f lowing three valuation
techniques:
Market
k —T
t
his appr
a
oach uses prices and other relevant information generated by market transactions involving identical or
comparable assets or liabi
a lities.
Income—This appr
a
oach uses valuation techniques to convert future amounts to a single present value amount based on
current market expectations.
Cost—T
t
his appr
a
oach is based on the amount that would be required to replace the service capacity of an asset
(replacement cost).
Aptiv uses the fol
f lowing fair value hierarchy prescribed by U.S. GAAP, which prioritizes the inputs used to measure fai
f r
value as fol
f lows:
125

Level 1—Unadjusted quoted prices in active markets for
f
identical assets or liabi
a lities.
Level 2—Observabl
a e inputs other than Level 1 prices, such as quoted prices for similar assets or liabi
a lities; quoted prices
in markets that are not active; or other inputs that are observabl
a e or can be corroborated by observabl
a e market data for
f
subs
u
tantially the ful
f l term of the assets or liabi
a lities.
Level 3—Unobservabl
a e inputs that are suppor
u
ted by little or no market activity and that are significant to the fair value of
the assets or liabilities.
Typically, assets and liabi
a lities are considered to be fair valued on a recurring basis if fai
f r value is measured regularly.
However, if the fai
f r value measurement of an instrum
r
ent does not necessarily result in a change in the amount recorded on the
consolidated balance sheets, assets and liabi
a lities are considered to be fair valued on a nonrecurring basis. This generally occurs
when accounting guidance requires assets and liabi
a lities to be recorded at the lower of cost or fair value, or assessed for
f
impairment.
Fair Value Measurements on a Recurring Basis
Derivative instruments—All derivative instrum
r
ents are required to be reported on the balance sheet at fair value unless
the transactions qualify a
f
nd are designated as normal purchases or sales. Changes in fai
f r value are reported currently through
earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterpa
r
rties with long-term
investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on
valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of for
f
eign currency
and commodity derivative instrum
r
ents are determined using exchange traded prices and rates. Aptiv also considers the risk of
non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fai
f r
value of derivative instrum
r
ents. The non-performance risk adju
d stment reflects the credit default spread (“CDS”) app
a
lied to the
net commodity by counterpa
r
rty and foreign currency exposures by counterpa
r
rty. When Aptiv is in a net derivative asset
position, the counterpa
r
rty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability
position, estimates of peer companies’ CDS rates are appl
a
ied to the net derivative liabi
a lity position.
In certain instances where market data is not availabl
a e, Aptiv uses management judgment to develop assumptions that are
used to determine fai
f r value. This could include situations of market illiquidity for a particular currency or commodity or where
observable market data may be limited. In those situa
t
tions, Aptiv generally surveys investment banks and/or brokers and
utilizes the surveyed prices and rates in estimating fai
f r value.
As of December 31, 2025 and 2024, Aptiv was in a net derivative asset position of $166 million and a net derivative
liabi
a lity position of $96 million, respectively, and no significant adjustments were recorded for nonperformance risk based on
the appl
a
ication of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were
to counterpa
r
rties with investment grade credit ratings. Refer
f
to Note 17. Derivatives and Hedging Activities for
f
further
information regarding derivatives.
Publicly traded
d
equity securities—All publicly traded equity securities are reported at fai
f r value as of each reporting date.
The measurement of the asset is based on quoted prices for identical assets on active market exchanges. Gains and losses fro
f
m
changes in the fair value of these securities are recorded within other income, net on the consolidated statements of operations.
Available-fo
- r-sale debt securities—Investments in available-for-sale debt securities are reported at fai
f r value with changes
in the fai
f r value recorded in other comprehensive income. Changes in the fai
f r value of availabl
a e-for-sale debt securities impact
earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized.
As further described in Note 5. Investments in Affiliates, the Company owns an investment in Maxieye, which is
classified as an availabl
a e-for-sale debt security due to the Company’s redemption rights. As of December 31, 2025, the carrying
value of this investment was $57 million, and is included within other long-term assets in the consolidated balance sheet. The
fair value measurements of this investment is based on significant inputs that are not observabl
a e in the market, and is therefor
f
e
classified as a Level 3 measurement. As fur
f
ther described in Note 5. Investments in Affiliates, in October 2025, the Company
converted its existing prefer
f red shares in StradVision into common shares (the “Conversion”). Prior to the Conversion, the
Company classified its investment in StradVision as an available-for-sale debt security due to the Company’s redemption
rights. The fai
f r value measurement of this investment prior to the Conversion was based on significant inputs that were not
observable in the market, and was therefor
f
e classified as a Level 3 measurement.
126

Refer to Note 5. Investments in Affiliates for fur
f
ther information regarding these investments.
The below tabl
a e summarizes the cost, cumulative unrealized gains and losses, which includes the accumulated currency
translation adjustments for
f
StradVision prior to the Conversion, as described above
a
, and the estimated fai
f r value of Aptiv’s debt
securities held as of December 31, 2025 and 2024:
Cost basis
Gross unrealized
gains
Gross unrealized
losses
Estimated fair value
(in millions)
As of December 31, 2025
Availabl
a e-for-sale debt securities.................... $
57
$
20
$
(19) $
58
Total debt securities.................................... $
57
$
20
$
(19) $
58
As of December 31, 2024
Availabl
a e-for-sale debt securities.................... $
165
$
8
$
(12) $
161
Total debt securities.................................... $
165
$
8
$
(12) $
161
The change in fair value of availabl
a e-for-sale debt securities classified as a Level 3 measurement for
f
the years ended
December 31, 2025 and 2024 are as fol
f lows:
Year Ended December 31,
2025
2024
(in millions)
Fair value at beginning of period................................................................................................ $
161
$
—
Additions................................................................................................................................
40
165
Measurement adjustments......................................................................................................
5
(4)
Conversion to equity method investment (1).........................................................................
(148)
—
Fair value at end of period.......................................................................................................... $
58
$
161
(1)
In October 2025, the Company converted its existing preferred shares in StradVision into common shares (the “Conversion”). The cost basis and fai
f r
value of the Company’s investment in StradVision on the Conversion date were appr
a
oximately $148 million and $149 million, respectively. Following the
Conversion, Aptiv began accounting for
f
its investment in StradVision under the equity method. Refer to Note 5. Investment in Affi
f liates for
f
additional
information.
There were no impairment charges related to these investments dur
d
ing the years ended December 31, 2025 and 2024.
As of December 31, 2025 and 2024, Aptiv had the following assets measured at fair value on a recurring basis:
Total
Quoted Prices in
Active Markets
Level 1
Signific
f ant Other
Observable Inputs
Level 2
Signific
f ant
Unobservable Inputs
Level 3
(in millions)
As of December 31, 2025
Commodity derivatives................................... $
85
$
—
$
85
$
—
Foreign currency derivatives...........................
82
—
82
—
Availabl
a e-for-sale debt securities....................
58
—
—
58
Total............................................................ $
225
$
—
$
167
$
58
As of December 31, 2024
Commodity derivatives................................... $
6
$
—
$
6
$
—
Foreign currency derivatives...........................
13
—
13
—
Publ
u icly traded equity securities .....................
11
11
—
—
Availabl
a e-for-sale debt securities....................
161
—
—
161
Total............................................................ $
191
$
11
$
19
$
161
127

As of December 31, 2025 and 2024, Aptiv had the following liabi
a lities measured at fair value on a recurring basis:
Total
Quoted Prices in
Active Markets
Level 1
Signific
f ant Other
Observable Inputs
Level 2
Signific
f ant
Unobservable Inputs
Level 3
(in millions)
As of December 31, 2025
Foreign currency derivatives........................... $
1
$
—
$
1
$
—
Total............................................................ $
1
$
—
$
1
$
—
As of December 31, 2024
Commodity derivatives................................... $
12
$
—
$
12
$
—
Foreign currency derivatives...........................
103
—
103
—
Total............................................................ $
115
$
—
$
115
$
—
Non-derivative financial instruments—Aptiv’s non-derivative fin
f ancial instruments include cash and cash equivalents,
accounts and notes receivabl
a e, accounts payable, as well as debt, which consists of its accounts receivabl
a e fac
f
toring
arrangement, fin
f ance leases and other debt issued by Aptiv’s non-U.S. subs
u
idiaries, the Revolving Credit Facility, the Term
Loan A and all series of outstanding senior and junior notes. The fair value of debt is based on quoted market prices for
instruments with public market data or significant other observabl
a e inputs for
f
instruments without a quoted public market price
(Level 2). As of December 31, 2025 and 2024, total debt was recorded at $7,551 million and $8,352 million, respectively, and
had estimated fai
f r values of $6,700 million and $7,125 million, respectively. For all other fin
f ancial instruments recorded as of
December 31, 2025 and 2024, fair value appr
a
oximates book value.
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fai
f r value on a recurring basis, Aptiv also has items in its balance sheet that are
measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not
included in the tabl
a es above. Financial and nonfin
f ancial assets and liabi
a lities that are measured at fair value on a nonrecurring
basis include long-lived assets, assets and liabi
a lities held for
f
sale, intangible assets, equity investments without readily
determinable fair values and liabi
a lities for
f
exit or disposal activities measured at fai
f r value upon initial recognition. During the
year ended December 31, 2025, Aptiv recorded non-cash long-lived asset impairment charges of $9 million within cost of sales
and $7 million within selling, general and administrative expense, primarily related to the declines in the fai
f r value of certain
fixed assets in connection with the consolidation of certain business operations and a planned site exit.
During the year ended December 31, 2024, Aptiv recorded non-cash long-lived asset impairment charges of $14 million
within cost of sales related to operating lease right-of-use assets that will no longer be in use during the remaining lease terms
and $8 million within cost of sales related to the declines in the fair value of certain fixed assets in connection with planned site
exits. In addition, Aptiv recorded a non-cash long-lived asset impairment charge of $36 million within net gain on equity
method transactions related to its equity method investment in TTTech Auto, as fur
f
ther discussed in Note 5. Investments in
Affi
f liates.
During the year ended December 31, 2023, Aptiv recorded non-cash long-lived asset impairment charges of $11 million
within cost of sales primarily related to an operating lease right-of-use asset in Ukraine that will no longer be in use during the
remaining lease term, $7 million within cost of sales related to the aba
a
ndonment of certain fixed assets and declines in the fai
f r
values of certain fixed assets, and additional non-cash asset impairment charges of $18 million within other income, net related
to its equity investments without readily determinable fair value.
Fair value of long-lived and other assets is determined primarily using the anticipated cash flo
f ws discounted at a rate
commensurate with the risk involved and a review of appr
a
aisals or other market indicators and management estimates. As such,
Aptiv has determined that the fai
f r value measurements of long-lived and other assets principally fall in Level 3 of the fai
f r value
hierarchy. The fai
f r value of the Company’s investment in TTTech Auto was determined based on the contractua
t
l sales price
pursuant to the executed purchase and sale agreement, as further discussed in Note 5. Investments in Affiliates. As such, Aptiv
has determined that the fai
f r value measurement of TTTech Auto falls in Level 2 of the fai
f r value hierarchy.
128

19. OTHER INCOME, NET
Other income, net included:
Year Ended December 31,
2025
2024
2023
(in millions)
Interest income ................................................................................................ $
60
$
87
$
111
Loss on extinguishment of debt (Note 11) ......................................................
(2)
(15)
(1)
Components of net periodic benefit
f
cost other than service cost....................
(26)
(26)
(28)
Costs associated with acquisitions and other transactions ..............................
—
—
(4)
Impairment of equity investments without readily determinable fair value
(Note 5)............................................................................................................
—
—
(18)
Gain (loss) on change in fair value of publicly traded equity securities .........
2
(3)
(6)
Other, net.........................................................................................................
16
(2)
9
Other income, net........................................................................................ $
50
$
41
$
63
As further discussed in Note 11. Debt, dur
d
ing the year ended December 31, 2024, Aptiv repaid $350 million on the Term
Loan A, redeemed the entire $700 million in aggregate principal amount outstanding of 2.396% senior unsecured notes due
2025 and repaid the Bridge Credit Agreement, resulting in losses on debt extinguishment totaling appr
a
oximately $15 million.
As further described in Note 5. Investments in Affiliates, dur
d
ing the year ended December 31, 2023, Aptiv recorded an
impairment loss of $18 million in its equity investments without readily determinable fair values.
20. ACQUISITIONS AND DIVESTITURES
In April 2025, one of Aptiv’s wholly-owned subs
u
idiaries completed the sale of certain assets (net of certain liabilities) that
were previously reported within the Advanced Safety and User Experience segment for
f
net cash proceeds of app
a
roximately $4
million. As a result of the sale, the Company recognized a pre-tax gain of approximately $5 million dur
d
ing the year ended
December 31, 2025, within cost of sales in the consolidated statements of operations.
The Company had no other business acquisitions or divestitur
t
es during the years ended December 31, 2025 and 2024.
Acquisition of Höhle Ltd.
On April 3, 2023, Aptiv acquired 100% of the equity interests of Höhle Ltd. (“Höhle”), a manufact
f
ur
t
er of microducts, for
f
total consideration of $42 million. The results of operations of Höhle are reported within the Engineered Components Group
segment fro
f
m the date of acquisition. The Company acquired Höhle utilizing cash on hand.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary
basis using information availabl
a e, in the second quarter of 2023. Adju
d stments recorded from the amounts disclosed as of June
30, 2023 included minor adju
d stments to various assets acquired and liabi
a lities assumed. The fin
f al purchase price and related
allocation to the acquired net assets of Höhle based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration, net of cash acquired....................................................................................... $
42
Intangible assets...................................................................................................................................................... $
11
Other assets, net......................................................................................................................................................
4
Identifia
f bl
a e net assets acquired ..........................................................................................................................
15
Goodwill resulting fro
f
m purchase..........................................................................................................................
27
Total purchase price allocation .......................................................................................................................... $
42
129

Intangible assets include amounts recognized for the fair value of customer-based assets, which will be amortized over
their estimated useful lives, which range from two to seven years. The estimated fai
f r value of these assets was based on third-
party valuations and management’s estimates, generally utilizing income and market appr
a
oaches. Goodwill recognized in this
transaction is primarily attributable to synergies expected to arise after the acquisition and is not deductible for tax purpos
r
es.
The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period
presented, and as a result no pro for
f
ma financial statements were presented.
Sale of Interest in Majo
a
rity Owned Russian Subsidiary
Given the sanctions put in place by the E.U., U.S. and other governments, which restrict our ability to conduct business in
Russia, we initiated a plan in the second quarter of 2022 to exit our 51% owned subsidiary in Russia. As a result, the Company
determined that this subs
u
idiary, which was reported within the Electrical Distribution Systems segment, initially met the held
for sale criteria as of June 30, 2022. Consequently, dur
d
ing the year ended December 31, 2022, the Company recorded a pre-tax
charge of $51 million to impair the carrying value of the Rus
R
sian subs
u
idiary’s net assets to fair value.
On May 30, 2023, the Company completed the sale of its entire interest in the Rus
R
sian subs
u
idiary to JSC Samara Cables
Company, the sole minority shareholder in the Russian subsidiary, for
f
a nominal amount in exchange for all of the Company’s
shares in the subsidiary. As a result of this transaction, the net assets held for sale of the Russian subs
u
idiary were deconsolidated
from the Company’s consolidated financial statements and the Company did not record any incremental gain or loss resulting
from this disposition. Furthermore, losses relating to the Russian subs
u
idiary during the held for sale period were de minimis.
The for
f
mer Rus
R
sian subs
u
idiary is not considered to be a related party of the Company after deconsolidation.
21. SHARE-BASED COMPENSATION
Long-Term Incentive Plan
The Aptiv PLC 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was approved by the Company’s shareholders
in April 2024, allows for the grant of awards of up t
u
o 9,880,000 ordinary shares for long-term compensation. Prior to April
2024, the Company issued awards for long-term compensation under the Aptiv PLC Long-Term Incentive Plan, as amended
and restated effective April 23, 2015 (the “PLC LTIP”). The Company’s long-term incentive plans were designed to align the
interests of management and shareholders. The awards can be in the for
f
m of shares, options, stock appreciation rights, restricted
stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors
of the Company. The Company has awarded annual long-term grants of RSUs under its long-term incentive plans in order to
align management compensation with Aptiv’s overall business strategy. All of the RSUs granted under both the 2024 LTIP and
PLC LTIP are eligible to receive dividend equivalents for
f
any dividend paid fro
f
m the grant date through the vesting date. When
applicable, dividend equivalents are paid out in ordinary shares upon vesting of the underlying RSUs. In addition, the Company
has competitive and market-appr
a
opriate ownership requirements for
f
its directors and offi
f cers.
In connection with the reorganization transaction as fur
f
ther described in Note 1. General, in December 2024, Old Aptiv
establ
a ished a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purpos
r
es in Switzerland. As a
result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for
f
newly issued ordinary shares of New Aptiv. In connection with the Transaction, New Aptiv assumed Old Aptiv’s long-term
incentive plans.
Board of D
o
irector Awards
d
Aptiv has granted RSUs to the Board of Directors as detailed in the tabl
a e below:
Grant Date
RSUs granted
Grant Date Fair
Value (1)
Vesting Date
Shares Issued
Upon Vesting
Fair Value of
Shares at Issuance
Shares Withheld to
Cover Withholding
Taxes
(dollars in millions)
April 2025 ....
38,590
$
2
April 2026
N/A
N/A
N/A
April 2024 ....
30,497
$
2
April 2025
29,199
$
2
1,298
April 2023 ....
20,584
$
2
April 2024
18,272
$
1
2,312
(1)
Determined based on the closing price of the Company’s ordinary s
r
hares on the date of the grant.
130

Executive Awards
d
Aptiv has made annual grants of RSUs to its executives in Februa
r
ry of each year beginning in 2012. These awards include
a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-
based RSUs, which make up 4
u
0% of the awards for
f
Aptiv’s offic
f ers and 50% for Aptiv’s other executives, vest ratably over
three years beginning on the fir
f st anniversary o
r
f the grant date. The performance-based RSUs, which make up 6
u
0% of the
awards for Aptiv’s offi
f cers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if
certain targets are met. Each executive will receive between 0% and 240% (200% prior to 2025) of his or her target
performance-based award based on the Company’s performance against established company-wide performance metrics, which
are:
Metric
2025
Grant
2021 - 2024
Grants
Average retur
t
n on invested capi
a tal (1) .......................................................................................
70%
N/A
Software and adjacent market revenue.......................................................................................
30%
N/A
Relative total shareholder retur
t
n (2)...........................................................................................
(3)
33%
Average retur
t
n on net assets (4).................................................................................................
N/A
33%
Cumulative net income...............................................................................................................
N/A
33%
(1)
Average return on invested capital is measured by tax-affe
f cted operating income divided by average invested capital. Average invested capital is
measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.
(2)
Relative total shareholder retur
t
n is measured by comparing the average closing price per share of the Company’s ordinary s
r
hares for
f
the specified
trading days in December of the performance period to the average closing price per share of the Company’s ordinary s
r
hares for
f
the specified trading
days in December of the year preceding the grant, including dividends, and assessed against a comparabl
a e measure of competitor and peer group
companies.
(3)
The performance-based RSUs granted in 2025 are subject to a performance modifier based on relative total shareholder retur
t
n, whereby the ultimate
payout level of the performance-based RSUs may be adju
d sted upwards by 20% if relative total shareholder retur
t
n is in the upper quartile against a
comparable measure of competitor and peer group companies or downwards by 20% if in the bottom quartile for the specified trading days of the
performance period as defined abo
a
ve. There will be no adju
d stment if relative total shareholder retur
t
n is in the middle quartiles.
(4)
Average return on net assets is measured by tax-affe
f cted operating income divided by average net working capital plus average net property, plant and
equipment for
f
each calendar year during the respective performance period.
The details of the annual executive grants were as follows:
Grant Date
RSUs
Granted
Grant Date
Fair Value
Time-Based Award Vesting Dates
Perfor
f
mance-Based
Award Vesting Date
(in millions)
Februa
r
ry 2021 ........
0.44
$
72
Annually on anniversary of grant date, 2022 - 2024
December 31, 2023
Februa
r
ry 2022 ........
0.59
$
80
Annually on anniversary o
r
f grant date, 2023 - 2025
December 31, 2024
Februa
r
ry 2023 ........
0.79
$
99
Annually on anniversary o
r
f grant date, 2024 - 2026
December 31, 2025
Februa
r
ry 2024 ........
1.12
$
94
Annually on anniversary o
r
f grant date, 2025 - 2027
December 31, 2026
Februa
r
ry 2025 ........
1.88
$
130
Annually on anniversary o
r
f grant date, 2026 - 2028
December 31, 2027
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the
Company’s ordinary s
r
hares on the date of the grant of the award, including an estimate for for
f
feitures, and a contemporaneous
valuation performed by a third-party valuation specialist with respect to the portion of the awards subj
u ect to relative total
shareholder retur
t
n.
Any new executives hired afte
f r the annual executive RSU grant date may be eligible to participate in the 2024 LTIP. The
Company has also granted additional awards to employees in certain periods under both the PLC LTIP and 2024 LTIP. Any
off-c
f
ycle grants made to new hires or other employees are valued at their grant date fai
f r value based on the closing price of the
Company’s ordinary s
r
hares on the date of such grant.
131

The details of shares issued for vested annual executive grants are as fol
f lows:
Time-Based Awards
Perfor
f
mance-Based Awards
Vesting Date
Ordinary Shares
Issued Upon
Vesting
Fair Value of
Shares at Issuance
Ordinary Shares
Withheld to Cover
Withholding Taxes
Ordinary Shares
Issued Upon
Vesting
Fair Value of
Shares at Issuance
Ordinary Shares
Withheld to Cover
Withholding Taxes
(dollars in millions)
Q1 2025.......
554,363
$
36
224,317
138,010
$
9
58,518
Q1 2024.......
461,052
$
36
188,897
151,245
$
12
65,910
Q1 2023.......
286,337
$
33
116,753
315,664
$
37
138,036
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
RSUs
Weighted Average
Grant Date Fair Value
(in thousands)
Nonvested, January 1, 2023..........................................................................................
1,247
$
136.61
Granted.....................................................................................................................
1,545
$
117.09
Vested.......................................................................................................................
(549) $
135.17
Forfeited...................................................................................................................
(247) $
119.13
Nonvested, December 31, 2023....................................................................................
1,996
$
124.06
Granted.....................................................................................................................
1,972
$
77.95
Vested.......................................................................................................................
(714) $
123.39
Forfeited...................................................................................................................
(484) $
114.99
Nonvested, December 31, 2024....................................................................................
2,770
$
92.98
Granted.....................................................................................................................
2,608
$
73.66
Vested.......................................................................................................................
(1,236) $
98.06
Forfeited...................................................................................................................
(405) $
81.10
Nonvested, December 31, 2025....................................................................................
3,737
$
79.10
As of December 31, 2025, there were appr
a
oximately 450,000 Aptiv performance-based RSUs, with a weighted average
grant date fai
f r value of $133.15, that were vested but not yet distributed.
Aptiv recognized share-based compensation expense of $132 million ($118 million, net of tax), $112 million ($96
million, net of tax) and $107 million ($90 million net of tax) based on the Company’s best estimate of ultimate performance
against the respective targets during the years ended December 31, 2025, 2024 and 2023, respectively. Aptiv will continue to
recognize compensation expense, based on the grant date fai
f r value of the awards appl
a
ied to the Company’s best estimate of
ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fai
f r
value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of December 31,
2025, unrecognized compensation expense on a pre-tax basis of approximately $178 million is anticipated to be recognized
over a weighted average period of approximately two years. For the years ended December 31, 2025, 2024 and 2023,
respectively, approximately $26 million, $23 million and $33 million of cash was paid and refle
f cted as a fin
f ancing activity in
the consolidated statements of cash flo
f ws related to the tax withholding for vested RSUs.
Subsidiary Awards
During 2023, certain employees of Wind River were granted stock options in Westerly, LLC (a subs
u
idiary of the
Company and parent company of Wind River) (the “Subs
u
idiary Awards”). These Subsidiary Awards vest ratably over a three-
year period subj
u ect to continuing employment. Subs
u
idiary Awards become exercisable upon vesting.
132

A summary of the status of the Company’s non-vested Subs
u
idiary Awards is provided below:
Subsidiary Award
Stock Options
Weighted Average
Grant Date Fair Value
(in thousands)
Nonvested, January 1, 2023..........................................................................................
—
$
—
Granted.....................................................................................................................
8,102
$
3.66
Vested.......................................................................................................................
(2,305) $
3.69
Forfeited...................................................................................................................
(731) $
3.69
Nonvested, December 31, 2023....................................................................................
5,066
$
3.65
Granted.....................................................................................................................
1,780
$
3.19
Vested.......................................................................................................................
(1,898) $
3.65
Forfeited...................................................................................................................
(1,535) $
3.66
Nonvested, December 31, 2024....................................................................................
3,413
$
3.41
Granted.....................................................................................................................
527
$
3.20
Vested.......................................................................................................................
(2,082) $
3.47
Forfeited...................................................................................................................
(588) $
3.43
Nonvested, December 31, 2025....................................................................................
1,270
$
3.21
The fol
f lowing summarizes the weighted average inputs used in the Black-Scholes model to value the Subsidiary Awards
granted dur
d
ing the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025
2024
2023
Expected volatility (1) .....................................................................................
35.22 %
35.16 %
42.99 %
Expected term..................................................................................................
3.5 years
3.5 years
3.5 years
Expected dividends.......................................................................................... $
—
$
—
$
—
Risk-free interest rate.......................................................................................
3.99 %
4.05 %
4.41 %
(1)
Expected volatility was primarily based on the historical volatility of a group of comparable publicly traded entities as determined by the Company.
Aptiv recognized share-based compensation expense related to these Subsidiary Awards of $7 million, $8 million and $8
million dur
d
ing the years ended December 31, 2025, 2024 and 2023, respectively. Aptiv will continue to recognize
compensation expense based on the grant date fai
f r value of the Subsidiary Awards over the requisite service period. As of
December 31, 2025, unrecognized compensation expense on a pre-tax basis related to unvested Subs
u
idiary Awards of
approximately $3 million is anticipated to be recognized over a period of approximately one year.
22. SEGMENT REPORTING
In connection with the Separation, as further described in Note 26. Separation of Electrical Distribution Systems, in the
first quarter of 2025, Aptiv realigned its business into three reportabl
a e operating segments: Advanced Safety and User
Experience, Engineered Components Group and Electrical Distribution Systems. Prior period amounts have been adju
d sted
retrospectively to refle
f ct the change in reportabl
a e operating segments, consistent with the current year presentation, throughout
the consolidated financial statements and the accompanying notes to the consolidated financial statements.
Aptiv operates its core business along the fol
f lowing operating segments, which are grouped on the basis of similar
product, market and operating fact
f
ors:
•
Advanced Safety and User Experience, which includes platfor
f
ms and modular offe
f rings, such as intelligent sensors,
high-performance compute, and advance software tools and services.
•
Engineered Components Group, which includes 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.
133

•
Electrical Distribution Systems, which includes a full range of low voltage and high voltage power, signal and data
distribution solutions needed to deliver fully integrated, cost-optimized architectur
t
es. As described in Note 26.
Separation of Electrical Distribution Systems, the Company is pursuing a separation of the Electrical Distribution
Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a
tax-free spin-off t
f
o its shareholders.
•
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses
and income of a non-operating or strategic nature.
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies,
except that the disaggregated financial results for the segments have been prepared using a management approach, which is
consistent with the basis and manner in which management internally disaggregates financial infor
f
mation for
f
which Aptiv’s
chief operating decision maker (“CODM”), who is the Company’s chair and chief executive offic
f er, regularly reviews fin
f ancial
results to assess performance of, a
f
nd make internal operating decisions about allocating resources to, the segments.
Generally, Aptiv evaluates segment performance based on stand-alone segment net income before interest expense, other
income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructur
t
ing, Separation
costs related to the planned spin-off o
f
f the Electrical Distribution Systems business, other acquisition and portfol
f io project costs
(which includes costs incurred to integrate acquired businesses and to plan and execute product portfol
f io transfor
f
mation
actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation
expense related to acquisitions and gains (losses) on business divestitures and other transactions (“Adju
d sted Operating
Income”).
Aptiv’s management, including the CODM, utilizes Adjusted Operating Income as the key performance measure of
segment income or loss to evaluate segment performance, and for planning and for
f
ecasting purpos
r
es to allocate resources to the
segments, as management believes this measure is most refle
f ctive of the operational profitabi
a lity or loss of Aptiv’s operating
segments. The CODM regularly evaluates budget-to-actua
t
l and period-over-period variances for this metric when making
decisions about the allocation of operating and capital resources to each segment. The CODM also uses Adju
d sted Operating
Income in evaluating the operating performance of each segment and as part of determining the compensation of the segment
managers and certain other employees.
Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S.
GAAP and should not be considered an alternative to net income attributable to Aptiv, which is the most directly comparable
financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adju
d sted Operating
Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other
companies.
Included below are sales, significant expenses and operating data for Aptiv’s segments for the years ended December 31,
2025, 2024 and 2023, as well as balance sheet data as of December 31, 2025 and 2024.
134

Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other (1)
Total
(in millions)
For the Year Ended December 31, 2025:
Sales fro
f
m external customers ...................... $
5,771
$
5,813
$
8,814
$
—
$
20,398
Intersegment revenues.............................
21
849
4
(874)
—
Net sales........................................................ $
5,792
$
6,662
$
8,818
$
(874) $
20,398
Cost of sales.............................................
(4,709)
(4,927)
(7,738)
874
(16,500)
Selling, general and administrative .........
(453)
(621)
(599)
—
(1,673)
Other segment items (2) ..........................
28
15
193
—
236
Segment adjusted operating income ............. $
658
$
1,129
$
674
$
—
$
2,461
Depreciation and amortization...................... $
300
$
447
$
244
$
—
$
991
Goodwill impairment..................................... $
648
$
—
$
—
$
—
$
648
Net gain on equity method transactions......... $
46
$
—
$
—
$
—
$
46
Equity (loss) income, net of tax..................... $
(51) $
—
$
13
$
—
$
(38)
Net income attributabl
a e to noncontrolling
interest ....................................................... $
—
$
—
$
19
$
—
$
19
Net loss attributable to redeemable
noncontrolling interest............................... $
—
$
(3) $
—
$
—
$
(3)
Capi
a tal expenditures...................................... $
157
$
314
$
160
$
25
$
656
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other (1)
Total
(in millions)
For the Year Ended December 31, 2024:
Sales fro
f
m external customers ...................... $
5,785
$
5,621
$
8,307
$
—
$
19,713
Intersegment revenues.............................
6
763
2
(771)
—
Net sales........................................................ $
5,791
$
6,384
$
8,309
$
(771) $
19,713
Cost of sales.............................................
(4,691)
(4,747)
(7,335)
771
(16,002)
Selling, general and administrative .........
(445)
(595)
(425)
—
(1,465)
Other segment items (2) ..........................
59
31
30
—
120
Segment adjusted operating income ............. $
714
$
1,073
$
579
$
—
$
2,366
Depreciation and amortization...................... $
300
$
429
$
235
$
—
$
964
Net gain on equity method transactions......... $
605
$
—
$
—
$
—
$
605
Equity (loss) income, net of tax..................... $
(140) $
—
$
22
$
—
$
(118)
Net income attributable to noncontrolling
interest ....................................................... $
—
$
—
$
24
$
—
$
24
Net loss attributable to redeemable
noncontrolling interest............................... $
—
$
(1) $
—
$
—
$
(1)
Capi
a tal expenditures...................................... $
201
$
368
$
212
$
49
$
830
135

Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other (1)
Total
(in millions)
For the Year Ended December 31, 2023:
Sales fro
f
m external customers ...................... $
5,695
$
5,527
$
8,829
$
—
$
20,051
Intersegment revenues.............................
—
888
3
(891)
—
Net sales........................................................ $
5,695
$
6,415
$
8,832
$
(891) $
20,051
Cost of sales.............................................
(4,843)
(4,859)
(7,801)
891
(16,612)
Selling, general and administrative .........
(450)
(579)
(407)
—
(1,436)
Other segment items (2) ..........................
49
32
43
—
124
Segment adjusted operating income ............. $
451
$
1,009
$
667
$
—
$
2,127
Depreciation and amortization...................... $
274
$
404
$
234
$
—
$
912
Equity (loss) income, net of tax .................... $
(312) $
—
$
13
$
—
$
(299)
Net income attributable to noncontrolling
interest ....................................................... $
—
$
—
$
28
$
—
$
28
Capi
a tal expenditures...................................... $
207
$
423
$
216
$
60
$
906
(1)
Eliminations and Other includes the elimination of inter-segment transactions. Capital expenditures amounts are attributable to corporate administrative
and support func
f
tions, including corporate headquarters and certain technical centers.
(2)
Other segment items represent costs that are not included in Adjusted operating income, such as other acquisitions and portfol
f io project costs, goodwill
and other asset impairments, compensation expense related to acquisitions and Separation costs, as described above in the defin
f ition of Adjusted
operating income.
136

The reconciliations of Segment Adjusted Operating Income to net income attributable to Aptiv for the years ended
December 31, 2025, 2024 and 2023 are as fol
f lows:
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
(in millions)
For the Year Ended December 31, 2025:
Segment adjusted operating income..................................... $
658
$
1,129
$
674
$
2,461
Amortization ...................................................................
(89)
(118)
(1)
(208)
Restructur
t
ing...................................................................
(58)
(41)
(86)
(185)
Separation costs...............................................................
—
—
(178)
(178)
Other acquisition and portfol
f io project costs..................
(14)
(7)
(9)
(30)
Asset impairments...........................................................
(2)
(8)
(6)
(16)
Goodwill impairment......................................................
(648)
—
—
(648)
Compensation expense related to acquisitions................
(17)
—
—
(17)
Gain on asset sale............................................................
5
—
—
5
Operating income .................................................................
1,184
Interest expense....................................................................
(361)
Other income, net .................................................................
50
Net gain on equity method transactions ...............................
46
Income before income taxes and equity loss........................
919
Income tax expense ..............................................................
(700)
Equity loss, net of tax...........................................................
(38)
Net income ...........................................................................
181
Net income attributabl
a e to noncontrolling interest...............
19
Net loss attributable to redeemable noncontrolling interest.
(3)
Net income attributable to Aptiv..........................................
$
165
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
(in millions)
For the Year Ended December 31, 2024:
Segment adjusted operating income..................................... $
714
$
1,073
$
579
$
2,366
Amortization ...................................................................
(89)
(120)
(2)
(211)
Restructur
t
ing...................................................................
(53)
(39)
(101)
(193)
Other acquisition and portfol
f io project costs..................
(27)
(23)
(30)
(80)
Asset impairments...........................................................
(14)
(8)
—
(22)
Compensation expense related to acquisitions................
(18)
—
—
(18)
Operating income .................................................................
1,842
Interest expense....................................................................
(337)
Other income, net .................................................................
41
Net gain on equity method transactions ...............................
605
Income before income taxes and equity loss........................
2,151
Income tax expense ..............................................................
(223)
Equity loss, net of tax...........................................................
(118)
Net income ...........................................................................
1,810
Net income attributable to noncontrolling interest...............
24
Net loss attributable to redeemable noncontrolling interest.
(1)
Net income attributable to Aptiv..........................................
$
1,787
137

Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
(in millions)
For the Year Ended December 31, 2023:
Segment adjusted operating income..................................... $
451
$
1,009
$
667
$
2,127
Amortization ...................................................................
(93)
(128)
(12)
(233)
Restructur
t
ing...................................................................
(129)
(34)
(48)
(211)
Other acquisition and portfol
f io project costs..................
(20)
(30)
(30)
(80)
Asset impairments...........................................................
(3)
(2)
(13)
(18)
Compensation expense related to acquisitions................
(26)
—
—
(26)
Operating income .................................................................
1,559
Interest expense....................................................................
(285)
Other income, net .................................................................
63
Income before income taxes and equity loss........................
1,337
Income tax benefit
f ................................................................
1,928
Equity loss, net of tax...........................................................
(299)
Net income ...........................................................................
2,966
Net income attributable to noncontrolling interest...............
28
Net income attributable to Aptiv..........................................
$
2,938
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other (1)
Total
(in millions)
Balance as of December 31, 2025:
Investment in affi
f liates ...................................... $
1,288
$
—
$
143
$
—
$
1,431
Goodwill............................................................ $
1,679
$
2,329
$
588
$
—
$
4,596
Total segment assets.......................................... $
9,213
$
10,236
$
5,575
$
(1,611) $
23,413
Balance as of December 31, 2024:
Investment in affi
f liates ...................................... $
1,301
$
—
$
132
$
—
$
1,433
Goodwill............................................................ $
2,326
$
2,110
$
588
$
—
$
5,024
Total segment assets.......................................... $
9,585
$
9,707
$
5,019
$
(853) $
23,458
(1)
Eliminations and Other includes corpor
r
ate assets and the elimination of inter-segment transactions.
138

Information concerning principal geographic areas is set for
f
th below. Net sales reflects the manufact
f
ur
t
ing location and is
for the years ended December 31, 2025, 2024 and 2023. Long-lived assets is as of December 31, 2025, 2024 and 2023.
Year Ended December 31, 2025
Year Ended December 31, 2024
Year Ended December 31, 2023
Net Sales
Long-Lived
Assets (1)
Net Sales
Long-Lived
Assets (1)
Net Sales
Long-Lived
Assets (1)
(in millions)
United States (2)................................... $
7,361
$
1,062
$
6,934
$
1,167
$
7,021
$
1,204
Other North America............................
207
379
207
375
174
378
Europe, Middle East & Afri
f ca (3) ........
6,566
1,693
6,489
1,538
6,738
1,576
Asia Pacific (4).....................................
5,872
1,079
5,722
1,060
5,697
1,104
South America......................................
392
62
361
53
421
63
Total ................................................. $
20,398
$
4,275
$
19,713
$
4,193
$
20,051
$
4,325
(1)
Includes property, plant and equipment, net of accumulated depreciation and operating lease right-of-use assets.
(2)
Includes net sales and machinery,
r
equipment and tooling that relate to the Company’s maquiladora operations located in Mexico. These assets are
utilized to produce products sold to customers located in the U.S.
(3)
Includes Aptiv’s country of domicile, Jersey. The Company had no sales or long-lived assets in Jersey in any period. The largest portion of net sales in
the Europe, Middle East & Afri
f ca region was $1,639 million, $1,632 million and $1,701 million in Germany for the years ended December 31, 2025,
2024 and 2023, respectively.
(4)
Net sales and long-lived assets in Asia Pacific are primarily attributable to China.
23. FOURTH QUARTER DATA (UNAUDITED)
The fol
f lowing is a condensed summary o
r
f the Company’s unaudited results of operations for the three months ended
December 31, 2025 and 2024.
Three Months Ended December 31,
2025
2024
(in millions, except per share
amounts)
Net sales ...................................................................................................................................... $
5,153
$
4,907
Cost of sales ................................................................................................................................
4,190
3,945
Gross margin............................................................................................................................. $
963
$
962
Operating income (1) .................................................................................................................. $
425
$
479
Net income (2)............................................................................................................................. $
147
$
275
Net income attributable to Aptiv................................................................................................. $
138
$
268
Basic net income per share:
Basic net income per share attributable to ordinary shareholders............................................ $
0.64
$
1.14
Weighted average number of basic shares outstanding............................................................
214.89
235.04
Diluted net income per share:
Diluted net income per share attributable to ordinary shareholders......................................... $
0.64
$
1.14
Weighted average number of diluted shares outstanding.........................................................
216.14
235.46
(1)
In the fourth quarter of 2025, Aptiv recorded restructur
t
ing charges totaling $36 million. In the four
f
th quarter of 2024, Aptiv recorded restructur
t
ing
charges totaling $68 million, of which $25 million was recognized for a program initiated in the fourth quarter of 2024 focused on global salaried
workforce optimization. Refer to Note 10. Restructur
t
ing for
f
additional infor
f
mation.
(2)
In the fourth quarter of 2024, Aptiv recorded a non-cash long-lived asset impairment charge of appr
a
oximately $36 million related to its equity method
investment in TTTech Auto, as fur
f
ther discussed in Note 5. Investments in Affiliates.
139

24. REVENUE
Refer to Note 2. Significant Accounting Policies for
f
a complete description of the Company’s revenue recognition
accounting policy.
Nature of Goods and Services
The principal activity from which the Company generates its revenue is the manufact
f
ur
t
ing of production parts for OEM
customers. Aptiv recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation
is satisfied when customers obtain control of the product upon
u
title transfer
f
and not as the product is manufact
f
ur
t
ed or
developed.
Although production parts are highly customized with no alternative use, Aptiv does not have an enforceable right to
payment as customers have the right to cancel a product program without a notific
f ation period. The amount of revenue
recognized is based on the purchase order price and adju
d sted for revenue allocated to variable consideration (i.e., estimated
rebates and price discounts), as app
a
licable. Customers typically pay for production parts based on customary business practices
with payment terms averaging 60 days.
The Company also generates revenue from the sale of softw
f
are licenses, post delivery s
r
upport and maintenance and
profes
f
sional softw
f
are services. The Company generally recognizes revenue for softw
f
are licenses and profes
f
sional softw
f
are
services at a point in time upon
u
delivery o
r
r when the services are provided. Revenue from post delivery s
r
upport and
maintenance for
f
software contracts is generally recognized over time on a ratable basis over the contract term. Under certain of
these arrangements, timing may differ between revenue recognition and billing.
Disaggregation of Revenue
Revenue generated fro
f
m Aptiv’s operating segments is disaggregated by primary geographic market and by core product
line in the following tabl
a es for the years ended December 31, 2025, 2024 and 2023. Information concerning geographic market
reflects the manufac
f
turing location.
Revenue by geographic market for
f
the years ended December 31, 2025, 2024 and 2023 is as follows:
For the Year Ended December 31, 2025:
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other
Total
(in millions)
Geographic Market
North America............................................ $
2,269
$
2,094
$
3,566
$
(361) $
7,568
Europe, Middle East and Afri
f ca.................
2,554
2,141
2,079
(208)
6,566
Asia Pacific ................................................
969
2,291
2,897
(285)
5,872
South America............................................
—
136
276
(20)
392
Total net sales....................................... $
5,792
$
6,662
$
8,818
$
(874) $
20,398
For the Year Ended December 31, 2024:
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other
Total
(in millions)
Geographic Market
North America............................................ $
2,050
$
2,094
$
3,318
$
(321) $
7,141
Europe, Middle East and Afri
f ca.................
2,655
2,025
1,977
(168)
6,489
Asia Pacific ................................................
1,086
2,118
2,782
(264)
5,722
South America............................................
—
147
232
(18)
361
Total net sales....................................... $
5,791
$
6,384
$
8,309
$
(771) $
19,713
140

For the Year Ended December 31, 2023:
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Eliminations
and Other
Total
(in millions)
Geographic Market
North America............................................ $
1,860
$
2,094
$
3,601
$
(360) $
7,195
Europe, Middle East and Afri
f ca.................
2,713
2,084
2,112
(171)
6,738
Asia Pacific ................................................
1,122
2,049
2,866
(340)
5,697
South America............................................
—
188
253
(20)
421
Total net sales....................................... $
5,695
$
6,415
$
8,832
$
(891) $
20,051
Revenue by core product line for
f
the years ended December 31, 2025, 2024 and 2023 is as follows:
Year Ended December 31,
2025
2024
2023
(in millions)
Active Safet
f y .................................................................................................. $
3,049
$
2,932
$
2,522
Smart Vehicle Compute and Software ...........................................................
562
506
506
User Experience and Other .............................................................................
2,243
2,412
2,723
Eliminations.....................................................................................................
(62)
(59)
(56)
Advanced Safety and User Experience ......................................................
5,792
5,791
5,695
Engineered Components Group ......................................................................
6,662
6,384
6,415
Electrical Distribution Systems.......................................................................
8,818
8,309
8,832
Eliminations.....................................................................................................
(874)
(771)
(891)
Total net sales............................................................................................. $
20,398
$
19,713
$
20,051
Contract Balances
Contract liabi
a lities solely consist of defer
f red revenue. As of December 31, 2025 and 2024, the balance of contract
liabi
a lities was $90 million (of which $84 million was recorded in other current liabi
a lities and $6 million was recorded in other
long-term liabi
a lities) and $124 million (of which $111 million was recorded in other current liabi
a lities and $13 million was
recorded in other long-term liabilities), respectively. The decrease in the contract liabi
a lities balance was primarily driven by
$106 million of revenues recognized during the year ended December 31, 2025 that were included in the contract liability
balance as of December 31, 2024, partially offs
f et by cash payments received or due
d
in advance of the performance obligation
being satisfied.
Contract assets are primarily comprised of unbilled receivables, which consist of amounts related to the Company’s
unconditional right to consideration for
f
completed performance obligations that have not been invoiced. As of December 31,
2025 and 2024, the balance of contract assets was $160 million (of which $68 million was recorded in other current assets and
$92 million was recorded in other long-term assets) and $130 million (of which $65 million was recorded in other current assets
and $65 million was recorded in other long-term assets), respectively.
Remaining Perfor
f
mance Obligations
For production parts, customer contracts generally are represented by a combination of a current purchase order and a
current production schedul
d e issued by the customer. There are no contracts for
f
production parts outstanding beyond one year.
Aptiv does not enter into fix
f ed long-term suppl
u
y agreements.
As permitted, Aptiv does not disclose information about
a
remaining performance obligations that have original expected
durations of one year or less for production parts.
141

Customer contracts for
f
sales of softw
f
are and related services are generally represented by a sales contract or purchase
order with contract durations typically ranging from one to three years. Remaining performance obligations include contract
liabi
a lities and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the
remaining performance obligation is based on the standalone selling price. The value of the transaction price allocated to
remaining performance obligations under softw
f
are and related service contracts as of December 31, 2025 was appr
a
oximately
$172 million. The Company expects to recognize approximately 65% of remaining performance obligations as revenue in the
next twelve months, and the remainder thereafte
f r.
Payments to Customers
From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to
customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However,
certain other payments to customers, or upf
u
ro
f
nt fees, are capitalized as they are directly attributable to a contract, are
incremental and management expects the fees to be recoverabl
a e. As of December 31, 2025 and 2024, Aptiv has recorded $54
million (of which $14 million was classified within other current assets and $40 million was classified within other long-term
assets) and $53 million (of which $10 million was classified within other current assets and $43 million was classified within
other long-term assets), respectively, related to these capitalized upf
u
ro
f
nt fees.
Capi
a talized upfro
f
nt fees are amortized to revenue based on the transfer
f
of goods and services to the customer for
f
which
the upf
u
ro
f
nt fees relate, which typically range from three to five years. There have been no impairment losses in relation to the
costs capitalized. The amount of amortization to net sales was $10 million, $17 million and $27 million for
f
the years ended
December 31, 2025, 2024 and 2023, respectively.
25. LEASES
Lease Portfolio
The Company has operating and finance leases for real estate, offic
f e equipment, automobiles, forklifts
f
and certain other
equipment. The Company's leases have remaining lease terms of one year to 25 years, some of which include options to extend
the leases for up t
u
o ten years, and some of which include options to terminate the leases within one year. Certain of our lease
agreements include rental payments which are adju
d sted periodically for infla
f tion. Our lease agreements do not contain any
material residual value guarantees or material restrictive covenants. When availabl
a e, we use the rate implicit in the lease to
discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate.
Therefor
f
e, we must estimate our incremental borrowing rate to discount the lease payments based on information available at
lease commencement. The incremental borrowing rate is not a quoted rate and is primarily derived by appl
a
ying a spread over
U.S. Treasury r
r
ates with a similar dur
d
ation to the Company’s lease payments. The spread utilized is based on the Company’s
credit rating and the impact of ful
f l collateralization.
Related Party Lease Agreement
Aptiv subl
u eases certain offi
f ce space to Motional, our autonomous driving joint ventur
t
e, which has a remaining lease term
of approximately three years as of December 31, 2025. Total income under the agreement was $2 million, $3 million and $4
million dur
d
ing the years ended December 31, 2025, 2024 and 2023, respectively. The sublease income and Aptiv’s associated
operating lease cost are recorded to cost of sales in the consolidated statements of operations. The Company believes the terms
of the lease agreement have not significantly been affe
f cted by the fact
f
the Company and the lessee are related parties.
142

The components of lease expense were as fol
f lows:
Year Ended December 31,
2025
2024
2023
(in millions)
Lease cost:
Finance lease cost:
Amortization of right-of-use assets............................................................. $
4
$
4
$
5
Interest on lease liabi
a lities...........................................................................
—
1
1
Total fin
f ance lease cost....................................................................................
4
5
6
Operating lease cost.........................................................................................
157
150
142
Short-term lease cost........................................................................................
22
9
17
Variable lease cost...........................................................................................
10
22
3
Subl
u ease income (1).........................................................................................
(3)
(3)
(5)
Total lease cost............................................................................................ $
190
$
183
$
163
(1)
Sublease income excludes rental income fro
f
m owned properties of $9 million, $9 million and $8 million for
f
the years ended December 31, 2025, 2024
and 2023, respectively, which is included in other income, net.
There were no impairments of lease assets during the year ended December 31, 2025. During the year ended December
31, 2024, the Company recorded impairment charges of $14 million related to operating lease right-of-use assets that will no
longer be in use during the remaining lease terms, which was recorded within cost of sales in the consolidated statements of
operations. During the year ended December 31, 2023, the Company recorded an impairment charge of $10 million related to
an operating lease right-of-use asset in Ukraine that will no longer be in use during the remaining lease term, which was
recorded within cost of sales in the consolidated statements of operations.
Suppl
u
emental cash flo
f w and other infor
f
mation related to leases was as follows:
Year Ended December 31,
2025
2024
2023
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flo
f ws for fin
f ance leases........................................................... $
—
$
1
$
1
Operating cash flo
f ws for operating leases ....................................................... $
152
$
143
$
134
Financing cash flo
f ws for fin
f ance leases........................................................... $
4
$
5
$
5
Right-of-use assets obtained in exchange for
f
lease obligations:
Operating leases............................................................................................... $
86
$
54
$
94
Finance leases .................................................................................................. $
1
$
2
$
1
143

Suppl
u
emental balance sheet infor
f
mation related to leases was as fol
f lows:
December 31,
2025
2024
(dollars in millions)
Operating leases:
Operating lease right-of-use assets.............................................................................................. $
501
$
495
Accrue
r
d liabi
a lities (Note 8) ......................................................................................................... $
142
$
124
Long-term operating lease liabi
a lities ...........................................................................................
401
412
Total operating lease liabi
a lities ............................................................................................... $
543
$
536
Finance leases:
Property and equipment............................................................................................................... $
28
$
25
Less: accumulated depreciation...................................................................................................
(22)
(18)
Total property, net................................................................................................................... $
6
$
7
Short-term debt (Note 11)............................................................................................................ $
4
$
4
Long-term debt (Note 11)............................................................................................................
4
5
Total fin
f ance lease liabi
a lities................................................................................................... $
8
$
9
Weighted average remaining lease term:
Operating leases...........................................................................................................................
5 years
6 years
Finance leases..............................................................................................................................
2 years
3 years
Weighted average discount rate:
Operating leases...........................................................................................................................
4.00 %
4.50 %
Finance leases..............................................................................................................................
4.25 %
4.50 %
Maturities of lease liabi
a lities were as follows:
Operating
Leases
Finance
Leases
(in millions)
As of December 31, 2025
2026............................................................................................................................................. $
160
$
4
2027.............................................................................................................................................
133
2
2028.............................................................................................................................................
98
1
2029.............................................................................................................................................
61
1
2030.............................................................................................................................................
47
—
Thereafter ....................................................................................................................................
103
—
Total lease payments...............................................................................................................
602
8
Less: imputed interest..................................................................................................................
(59)
—
Total........................................................................................................................................ $
543
$
8
As of December 31, 2025, the Company has entered into additional operating leases, primarily for real estate, that have
not yet commenced of approximately $50 million. These operating leases are anticipated to commence primarily in 2026 with
lease terms of four to ten years.
144

26. SEPARATION OF ELECTRICAL DISTRIBUTION SYSTEMS
On January 22, 2025, the Company announced its intention to pursue a separation of its 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, subj
u ect to customary
r
closing conditions. The new publicly traded Electrical Distributions Systems spin-off c
f
ompany will be named Versigent, and
will trade on the NYSE under the symbol “VGNT” fol
f lowing the distribution date.
As described in Note 11. Debt, in November 2025 Versigent, the holding company for
f
med in connection with the
Separation, entered into the Spin-Off Credit Agreement, which will provide a senior secured fiv
f e-year $500 million term loan
facility and a $850 million fiv
f e-year senior secured revolving credit facility in connection with the Separation. The Spin-Offf
Credit Facilities are expected to become availabl
a e to Versigent no later than the date of the Separation, subj
u ect to the
satisfaction of certain conditions customary f
r
or
f
financings of this type.
During the year ended December 31, 2025, the Company incurred costs of appr
a
oximately $178 million related to the
Separation. These costs, which are included in selling, general and administrative expense within the consolidated statements of
operations, were primarily related to third-party profes
f
sional fee
f
s associated with planning the Separation. The Company
expects to continue to incur additional expenses related to the Separation through the completion of the transaction.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management of the Company, under the supe
u
rvision and with the participation of the Chief Executive Officer and the
Chief Financial Offi
f cer, carried out an evaluation of the effe
f ctiveness of the design and operation of the Company’s disclosure
controls and procedur
d
es as of December 31, 2025. As defined in Rul
R e 13a-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”), disclosure controls and procedur
d
es are controls and procedur
d
es designed to provide reasonabl
a e assurance that
information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized
and reported on a timely basis, and that such information is accumulated and communicated to management, including the
Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. The Company’s disclosure controls and procedures include components of the Company’s internal control over
financial reporting. Based upon
u
this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the
Company’s disclosure controls and procedur
d
es were effe
f ctive as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over fin
f ancial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the Company. Under the supe
u
rvision of the Chief Executive
Offi
f cer and Chief Financial Officer, management conducted an evaluation of the effe
f ctiveness of the Company’s internal
control over fin
f ancial reporting as of December 31, 2025 based on the framework set for
f
th by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework (2013).” Based on that
evaluation, management has concluded that the Company’s internal control over fin
f ancial reporting was effe
f ctive as of
December 31, 2025.
Ernst & Young LLP has issued an attestation report which is included herein as the Report of Independent Registered
Publ
u ic Accounting Firm under the section headed Financial Statements and Suppl
u
ementary Data for the year ended December
31, 2025.
Changes in Internal Control Over Financial Reporting
There were no material changes in the Company’s internal control over fin
f ancial reporting, identifie
f d in connection with
management’s evaluation of internal control over fin
f ancial reporting, that occurred dur
d
ing the quarter and year ended December
31, 2025 that have materially affe
f cted, or are reasonabl
a y likely to materially affe
f ct, the Company’s internal control over
financial reporting.
145

ITEM 9B. OTHER INFORMATION
Securities Trading Plans of Executive Offi
f cers and Directors
Transactions in our securities by our executive offic
f ers and directors are required to be made in accordance with our
insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal
securities laws that prohibit trading while in possession of material nonpublic information. Our insider trading policy permits
our executive officers and directors to enter into trading plans in accordance with Rule 10b5-1.
The fol
f lowing tabl
a e describes contracts, instructions or written plans for
f
the sale or purchase of our securities adopted by
our executive officers and directors during the fourth quarter of 2025, each of which is intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c), refer
f red to as Rul
R e 10b5-1 trading plans.
Name and Title
Action
Date of Adoption of
Rule 10b5-1
Trading Plan
Scheduled
Expiration Date of
Rule 10b5-1
Trading Plan (1)
Aggregate Number of Securities/Dollar Value
to be Purchased or Sold
Allan J. Brazier
Senior Vice Presiden
d
t and
Chief A
e
ccounting Off
O ic
f er
Adoption
11/5/2025
5/15/2026
Sale of up to 10,229 ordinary shares
(1)
In each case, a trading plan may also expire on such earlier dates as all transactions under the trading plan are completed.
During the four
f
th quarter of 2025, no executive offic
f er or director of the Company adopted, modified or terminated any
non-Rule 10b5-1 trading arrangement (as defin
f ed in Item 408(c) of Regulation S-K).
146

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORAT
R
E GOVERNANCE
The infor
f
mation called for
f
by Item 10, as to the audit committee and the audit committee fin
f ancial expert, is incorpor
r
ated
by reference to the Company’s Defin
f itive Proxy Statement to be file
f
d with the SEC pursuant to Regulation 14A in connection
with the Company’s 2026 Annual General Meeting of Shareholders (the “Proxy Statement”) under the headings “Board
Practices” and “Board Committees.” The infor
f
mation called for by Item 10, as to executive offic
f ers, is set for
f
th under Executive
Offi
f cers of the Registrant in the Supplementary Item in Part I of this Annual Report on Form 10-K. The infor
f
mation called for
f
by Item 10, as to directors, is incorporated by reference to the Company’s Proxy Statement under the headings “Election of
Directors” and “Board Practices.”
The Company has adopted a code of ethics, the Code of Conduct, which appl
a
ies to its principal executive officer,
principal fin
f ancial officer, principal accounting offic
f er or controller, or persons performing similar func
f
tions, and all other
employees and non-employee directors of the Company. The Code of Conduct is posted on the Company’s website (aptiv.com).
The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver
from, a provision of the code of ethics that appl
a
ies to the Company’s principal executive officer, principal financial offic
f er,
principal accounting officer or controller, or persons performing similar func
f
tions, by posting such infor
f
mation on the
Company’s website, at the address specified above.
The Company’s Corpor
r
ate Governance Guidelines and charters for
f
each Committee of its Board of Directors are also
availabl
a e on the Company’s website. The Code of Conduct, Corporate Governance Guidelines and charters are also availabl
a e in
print to any shareholder who subm
u
its a request to: Corpor
r
ate Secretary, Aptiv PLC, Spitalstrasse 5, 8200 Schaffhausen,
Switzerland.
Information on the Company’s website is not deemed to be incorporated by reference into this Annual Report on
Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The infor
f
mation called for by Item 11 is incorpo
r
rated by refer
f ence to the Company’s Proxy Statement under the headings
“Director Compensation,” “Compensation Discussion and Analysis” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The infor
f
mation called for
f
by Item 12, as to security ownership of certain beneficial owners, directors and management,
is incorporated by reference to the Company’s Proxy Statement under the headings “Ownership of Certain Benefic
f ial Owners”
and “Security Ownership of Management.”
Information as of December 31, 2025 about the Company’s ordinary s
r
hares that may be issued under all of its equity
compensation plans is set for
f
th in Part II Item 5 of this Annual Report on Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANS
R
ACTIONS AND DIRECTOR INDEPENDENCE
The infor
f
mation called for
f
by Item 13, as to director independence, is incorporated by reference to the Company’s Proxy
Statement under the heading “Board Practices.” The infor
f
mation called for
f
by Item 13, as to related person transactions, is
incorporated by reference to the Company’s Proxy Statement under the heading “Relationships and Related Party
Transactions.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The infor
f
mation called for by Item 14 is incorpo
r
rated by refer
f ence to the Company’s Proxy Statement under the heading
“Independent Registered Publ
u ic Accounting Firm’s Fees.”
147

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are fil
f ed as part of this Form 10-K.
(1) Financial Statements:
Page No.
— Reports of Independent Registered Publ
u ic Accounting Firm (PCAOB ID: 42)
68
— Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
72
— Consolidated Statements of Comprehensive Income for
f
the Years Ended December 31, 2025, 2024 and 2023
73
— Consolidated Balance Sheets as of December 31, 2025 and 2024
74
— Consolidated Statements of Cash Flows for
f
the Years Ended December 31, 2025, 2024 and 2023
75
— Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the Years
Ended December 31, 2025, 2024 and 2023
77
— Notes to Consolidated Financial Statements
79
(2) Financial Statement Schedul
d e:
SCHEDULE II—VALUATION AND
A
QUALIFYING ACCOUNTS AND
A
RESERVES
Additions
Balance at
Beginning
of Period
Charged to Costs
and Expenses
Deductions
Other Activity
Balance at
End of Period
(in millions)
December 31, 2025:
Allowance for
f
doubtful accounts ........... $
37
$
13
$
(10) $
5
$
45
Tax valuation allowance (a)................... $
1,704
$
1,422
$
(106) $
45
$
3,065
December 31, 2024:
Allowance for
f
doubtful accounts ........... $
52
$
11
$
(24) $
(2) $
37
Tax valuation allowance (a)................... $
3,032
$
70
$
(1,382) $
(16) $
1,704
December 31, 2023:
Allowance for
f
doubtful accounts ........... $
52
$
12
$
(12) $
—
$
52
Tax valuation allowance (a)................... $
756
$
2,264
$
(2) $
14
$
3,032
(a)
Additions Charged to Costs and Expenses and Deduc
d
tions are partially related to changes in taxable losses dur
d
ing the year with no impact on the
effe
f ctive tax rate.
The other schedules have been omitted because they are not applicable, not required or the information to be set forth
therein is included in the Consolidated Financial Statements or notes thereto.
148

(3) Exhibits: (including those incorpor
r
ated by reference)
Incorporated by Reference
Exhibit
Number
Description
Form
Exhibit
Filing Date
3.1
Memorandum and Articles of Association of Aptiv PLC
8-K
3.1
December 18, 2024
4.1
Senior Notes Indentur
t
e, dated as of March 10, 2015, among Aptiv PLC,
Wilmington Trus
r
t, National Association, as Trus
r
tee and Deutsche Bank
Trus
r
t Company Americas, as Registrar, Paying Agent and
Authenticating Agent
8-K
4.1
March 10, 2015
4.2
First Suppl
u
emental Indenture, dated as of March 10, 2015, among Aptiv
PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee and Deutsche Bank Trus
r
t Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
March 10, 2015
4.3
Second Suppl
u
emental Indenture, dated as of November 19, 2015, among
Aptiv PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee and Deutsche Bank Trus
r
t Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
November 19, 2015
4.4
Third Suppl
u
emental Indentur
t
e, dated as of September 15, 2016, among
Aptiv PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee and Deutsche Bank Trus
r
t Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
September 15, 2016
4.5
Fourth Suppl
u
emental Indentur
t
e, dated as of September 20, 2016, among
Aptiv PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee and Deutsche Bank Trus
r
t Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
September 20, 2016
4.6
Fiftf h Supplemental Indenture, dated as of March 14, 2019, among Aptiv
PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee, and Deutsche Bank Trust Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
March 14, 2019
4.7
Sixth Supplemental Indenture, dated as of November 23, 2021, among
Aptiv PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee, and Deutsche Bank Trust Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
November 23, 2021
4.8
Seventh Supplemental Indenture, dated as of December 27, 2021,
among Aptiv PLC, Aptiv Global Financing Limited, the guarantors
named therein, Wilmington Trus
r
t, National Association, as Trus
r
tee, and
Deutsche Bank Trus
r
t Company Americas, as Registrar, Paying Agent
and Authenticating Agent
10-K
4.8
Februa
r
ry 8, 2023
4.9
Eighth Supplemental Indentur
t
e, dated as of February 1
r
8, 2022, among
Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited,
Wilmington Trus
r
t, National Association, as Trus
r
tee, and Deutsche Bank
Trus
r
t Company Americas, as Registrar, Paying Agent and
Authenticating Agent
8-K
4.2
Februa
r
ry 18, 2022
4.10
Ninth Supplemental Indenture, dated as of Februa
r
ry 18, 2022, among
Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited,
Wilmington Trus
r
t, National Association, as Trus
r
tee, and Deutsche Bank
Trus
r
t Company Americas, as Registrar, Paying Agent and
Authenticating Agent
8-K
4.3
Februa
r
ry 18, 2022
4.11
Tenth Supplemental Indenture, dated as of June 11, 2024, among Aptiv
PLC, Aptiv Global Financing Designated Activity Company, Aptiv
Corporation, Wilmington Trus
r
t, National Association, as Trus
r
tee, and
Deutsche Bank Trus
r
t Company Americas, as Registrar, Paying Agent
and Authenticating Agent
8-K
4.2
June 11, 2024
4.12
Eleventh Suppl
u
emental Indentur
t
e, dated as of September 13, 2024,
among Aptiv PLC, Aptiv Global Financing Designated Activity
Company, Aptiv Corporation, Wilmington Trus
r
t, National Association,
as Trus
r
tee, and Deutsche Bank Trust Company Americas, as Registrar,
Paying Agent and Authenticating Agent, with respect to the Senior
Notes
8-K
4.3
September 13, 2024
4.13
Twelfth Supplemental Indentur
t
e, dated as of December 17, 2024,
among Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), as
issuer, Aptiv Corporation, Aptiv Global Financing Designated Activity
Company, Aptiv PLC (formerly known as Aptiv Holdings Limited),
Wilmington Trus
r
t, National Association, as the Trustee and Deutsche
Bank Trus
r
t Company Americas, as Registrar, Paying Agent and
Authenticating Agent, with respect to the Senior Notes
8-K
4.1
December 18, 2024
149

4.14
Thirteenth Suppl
u
emental Indentur
t
e, dated as of December 19, 2024,
among Aptiv Swiss Holdings Limited, as successor issuer, Aptiv
Corporation, Aptiv Global Financing Designated Activity Company,
Aptiv PLC (formerly known as Aptiv Holdings Limited), Wilmington
Trus
r
t, National Association, as the Trustee and Deutsche Bank Trust
Company Americas, as Registrar, Paying Agent and Authenticating
Agent, with respect to the Senior Notes
8-K
4.1
December 19, 2024
4.15
Subor
u
dinated Notes Indentur
t
e, dated as of September 13, 2024, among
Aptiv PLC, the guarantors named therein, Wilmington Trus
r
t, National
Association, as Trus
r
tee and Deutsche Bank Trus
r
t Company Americas,
as Registrar, Paying Agent and Authenticating Agent
8-K
4.2
September 13, 2024
4.16
First Supplemental Indenture, dated as of September 13, 2024, among
Aptiv PLC, Aptiv Global Financing Designated Activity Company,
Aptiv Corporation, Wilmington Trus
r
t, National Association, as Trus
r
tee,
and Deutsche Bank Trust Company Americas, as Registrar, Paying
Agent and Authenticating Agent, with respect to the Subordinated Notes
8-K
4.4
September 13, 2024
4.17
Second Suppl
u
emental Indenture, dates as of December 17, 2024, among
Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), as issuer,
Aptiv Global Financing Designated Activity Company, Aptiv
Corporation, Aptiv PLC (formerly known as Aptiv Holdings Limited),
Wilmington Trus
r
t, National Association, as Trus
r
tee, Deutsche Bank
Trus
r
t Company Americas, as Registrar, Paying Agent and
Authenticating Agent, with respect to the Subordinated Notes
8-K
4.2
December 18, 2024
4.18
Third Supplemental Indentur
t
e, dates as of December 19, 2024, among
Aptiv Swiss Holdings Limited, as successor issuer, Aptiv Global
Financing Designated Activity Company, Aptiv Corpor
r
ation, Aptiv
PLC (formerly known as Aptiv Holdings Limited), Wilmington Trus
r
t,
National Association, as Trus
r
tee, Deutsche Bank Trus
r
t Company
Americas, as Registrar, Paying Agent and Authenticating Agent, with
respect to the Subordinated Notes
8-K
4.2
December 19, 2024
4.19
*
Description of Securities Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
10.1
Third Amended and Restated Credit Agreement, dated as of June 24,
2021, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing
Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and
the lenders party thereto
8-K
1.1
June 25, 2021
10.2
Amendment No. 1, dated as of April 19, 2023, to the Third Amended
and Restated Credit Agreement, dated as of June 24, 2021, among Aptiv
PLC, Aptiv Corporation, Aptiv Global Financing Limited and
JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders
party thereto
10-Q
10.1
May 4, 2023
10.3
+
Aptiv PLC Executive Severance Plan, effective February 1
r
, 2017
10-K
10.2
Februa
r
ry 6, 2017
10.4
+
Aptiv PLC Executive Change in Control Severance Plan, effective
Februa
r
ry 1, 2017
10-K
10.3
Februa
r
ry 6, 2017
10.5
+
Aptiv Corporation Supplemental Executive Retirement Program
S-1
10.13
June 30, 2011
10.6
+
Aptiv Corporation Salaried Retirement Equalization Savings Program
S-1
10.14
June 30, 2011
10.7
+
Offer letter for
f
Kevin P. Clark, dated June 10, 2010
S-1
10.22
June 30, 2011
10.8
+
Offer letter for
f
Joseph R. Massaro, dated September 13, 2013
10-Q
10.1
August 3, 2016
10.9
+
Letter Agreement, dated October 29, 2012, between the Company and
Kevin P. Clark
10-Q
10.2
November 1, 2012
10.10
+
Aptiv PLC Long-Term Incentive Plan, as amended and restated
DEF 14A
Appendix B
March 9, 2015
10.11
+
Aptiv PLC Annual Incentive Plan (as Amended and Restated Effe
f ctive
January 1, 2021)
10-Q
10.1
August 5, 2021
10.12
+
Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC
Long-Term Incentive Plan, as amended and restated, effective 2022
10-Q
10.1
May 5, 2022
10.13
+
Form of Officer Performance-Based RSU Award pursuant to the Aptiv
PLC Long-Term Incentive Plan, as amended and restated, effective
2022
10-Q
10.2
May 5, 2022
10.14
+
Aptiv PLC 2024 Long-Term Incentive Plan
DEF 14A
Appendix B
March 11, 2024
10.15
Master Confir
f mation - Accelerated Stock Repurchase Transaction(s)
dated August 1, 2024 by and between Aptiv PLC and Goldman Sachs
International
8-K
10.1
August 2, 2024
10.16
Master Confir
f mation - Accelerated Stock Repurchase Transaction(s)
dated August 1, 2024 by and between Aptiv PLC and JPMorgan Chase
Bank, N.A.
8-K
10.2
August 2, 2024
10.17
Master Confir
f mation - Accelerated Stock Repurchase Transaction(s)
dated December 17, 2024 by and between New Aptiv and Goldman
Sachs International
8-K
10.1
December 18, 2024
150

10.18
Master Confir
f mation - Accelerated Stock Repurchase Transaction(s)
dated December 17, 2024 by and between New Aptiv and JPMorgan
Chase Bank, N.A.
8-K
10.2
December 18, 2024
10.19
Term Credit Agreement dated August 19, 2024, by and among Aptiv
PLC and certain of its subs
u
idiaries, JPMorgan Chase Bank N.A., as
Administrative Agent, and the lenders party thereto
8-K
10.1
August 20, 2024
10.20
+
Form of Officer Performance-Based RSU Award pursuant to the Aptiv
PLC Long-Term Incentive Plan, effe
f ctive 2024
10-Q
10.4
October 31, 2024
10.21
+
Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC
Long-Term Incentive Plan, effe
f ctive 2024
10-Q
10.5
October 31, 2024
10.22
+
Form of Non-Employee Director RSU Award Agreement pursuant to
Aptiv PLC Long Term Incentive Plan, effe
f ctive 2024
10-Q
10.6
October 31, 2024
10.23
+
Offer letter for
f
Katherine H. Ramundo, dated December 12, 2020
10-Q
10.4
May 5, 2022
10.24
+
Offer letter for
f
Obed D. Louissaint, dated October 20, 2022
10-Q
10.2
May 2, 2024
10.25
+
Offer letter for
f
Javed Kha
K
n, dated June 26, 2024
10-Q
10.1
May 1, 2025
10.26
+
Offer letter for
f
Varun Laroyia, dated November 1, 2024
10-Q
10.2
May 1, 2025
10.27
+
Offer letter for
f
Joseph T. Liotine, dated April 5, 2024
10-Q
10.3
May 1, 2025
10.28
+
Form of Officer Performance-Based RSU Award pursuant to the Aptiv
PLC Long-Term Incentive Plan, effe
f ctive 2025
10-Q
10.4
May 1, 2025
10.29
Amended and Restated Credit Agreement, dated as of March 31, 2025,
among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited
and JPMorgan Chase Bank, N.A., as Administrative Agent, and the
lenders party thereto
8-K
10.1
March 31, 2025
19
*
Insider Trading Policies and Procedur
d
es
21.1
*
Subsidiaries of the Registrant
22
*
List of Guarantor Subs
u
idiaries
23.1
*
Consent of Ernst & Young LLP
31.1
*
Rul
R e 13a-14(a)/15d-14(a) Certific
f ation of Principal Executive Offic
f er
31.2
*
Rul
R e 13a-14(a)/15d-14(a) Certific
f ation of Principal Financial Officer
32.1
*
Certific
f ation by Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarba
r
nes-Oxley
Act of 2002
32.2
*
Certific
f ation by Chief Financial Offic
f er pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarba
r
nes-Oxley
Act of 2002
97
Policy Relating to Recovery of Erroneously Awarded Compensation
10-K
97
February 6
r
, 2024
101.INS
#
Inline XBRL Instance Document - The instance document does not
appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document
101.SCH
#
Inline XBRL Taxonomy Extension Schema Document
101.CAL
#
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
#
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
#
Inline XBRL Taxonomy Extension Labe
a
l Linkbase Document
101.PRE
#
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
#
Cover Page Interactive Data File - The cover page interactive data file
f
does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
# Filed electronically with the Report.
151

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto dul
d y authorized.
APTIV PLC
/s/ Varun
r
Laroyia
By: Varun
r
Laroyia
Executive Vice President and Chief
Financial Offic
f er
Dated: Februa
r
ry 6, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 6, 2026,
by the fol
f lowing persons on behalf of the registrant and in the capacities indicated:
Signature
Title
/s/ Kevin P. Clark
Chair and Chief Executive Offi
f cer
(Principal Executive Offi
f cer)
Kevin P. Clark
/s/ Varun
r
Laroyia
Executive Vice President and Chief Financial Offi
f cer
(Principal Financial Officer)
Varun Laroyia
/s/ Allan J. Brazier
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Allan J. Brazier
/s/ Håkan Agnevall
Director
Håkan Agnevall
/s/ Nancy E. Cooper
Director
Nancy E. Cooper
/s/ Joseph L. Hooley
Director
Joseph L. Hooley
/s/ Vasumati P. Jakkal
Director
Vasumati P. Jakkal
/s/ Merit E. Janow
Director
Merit E. Janow
/s/ Sean O. Mahoney
Director
Sean O. Mahoney
152

/s/ Paul M. Meister
Director
Paul M. Meister
/s/ Robert K. Ortbe
t
rg
Director
Robert K. Ortberg
/s/ Colin J. Parris
Director
Colin J. Parris
/s/ Ana G. Pinczuk
Director
Ana G. Pinczuk
153

[THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit 31.1
CERTIFICATIONS
Certific
f ation of Principal Executive Officer
I, Kevin P. Clark, certify that:
1.
I have reviewed this annual report on Form 10-K of Aptiv PLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact
f
or omit to state a material
fact necessary t
r
o make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial infor
f
mation included in this report, fairly present
in all material respects the financial condition, results of operations and cash flo
f ws of the registrant as of, and for
f
, the
periods presented in this report;
4.
The registrant’s other certifyi
f ng offi
f cer and I are responsible for establishing and maintaining disclosure controls and
procedur
d
es (as defin
f ed in Exchange Act Rul
R es 13a-15(e) and 15d-15(e)) and internal control over fin
f ancial reporting
(as defin
f ed in Exchange Act Rul
R es 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedur
d
es, or caused such disclosure controls and procedur
d
es to be
designed under our supe
u
rvision, to ensure that material information relating to the registrant, including its
consolidated subs
u
idiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b.
Designed such internal control over fin
f ancial reporting, or caused such internal control over fin
f ancial
reporting to be designed under our supe
u
rvision, to provide reasonabl
a e assurance regarding the reliabi
a lity of
financial reporting and the preparation of fin
f ancial statements for external purpos
r
es in accordance with
generally accepted accounting principles;
c.
Evaluated the effe
f ctiveness of the registrant’s disclosure controls and procedur
d
es and presented in this report
our conclusions about the effec
f
tiveness of the disclosure controls and procedur
d
es, as of the end of the period
covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over fin
f ancial reporting that occurred
during the registrant’s most recent fis
f cal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affe
f cted, or is reasonabl
a y likely to materially affe
f ct, the registrant’s internal control
over fin
f ancial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s abi
a lity to record, process,
summarize and report fin
f ancial information; and
b.
Any fra
f ud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over fin
f ancial reporting.
Date: February 6
r
, 2026
/s/ Kevin P. Clark
Kevin P. Clark
Chair and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATIONS
Certific
f ation of Principal Financial Offic
f er
I, Varun Laroyia, certify that:
1.
I have reviewed this annual report on Form 10-K of Aptiv PLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact
f
or omit to state a material
fact necessary t
r
o make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial infor
f
mation included in this report, fairly present
in all material respects the financial condition, results of operations and cash flo
f ws of the registrant as of, and for
f
, the
periods presented in this report;
4.
The registrant’s other certifyi
f ng offi
f cer and I are responsible for establishing and maintaining disclosure controls and
procedur
d
es (as defin
f ed in Exchange Act Rul
R es 13a-15(e) and 15d-15(e)) and internal control over fin
f ancial reporting
(as defin
f ed in Exchange Act Rul
R es 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedur
d
es, or caused such disclosure controls and procedur
d
es to be
designed under our supe
u
rvision, to ensure that material information relating to the registrant, including its
consolidated subs
u
idiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b.
Designed such internal control over fin
f ancial reporting, or caused such internal control over fin
f ancial
reporting to be designed under our supe
u
rvision, to provide reasonabl
a e assurance regarding the reliabi
a lity of
financial reporting and the preparation of fin
f ancial statements for external purpos
r
es in accordance with
generally accepted accounting principles;
c.
Evaluated the effe
f ctiveness of the registrant’s disclosure controls and procedur
d
es and presented in this report
our conclusions about the effec
f
tiveness of the disclosure controls and procedur
d
es, as of the end of the period
covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over fin
f ancial reporting that occurred
during the registrant’s most recent fis
f cal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affe
f cted, or is reasonabl
a y likely to materially affe
f ct, the registrant’s internal control
over fin
f ancial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s abi
a lity to record, process,
summarize and report fin
f ancial information; and
b.
Any fra
f ud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over fin
f ancial reporting.
Date: February 6
r
, 2026
/s/ Varun
r
Laroyia
Varun Laroyia
Executive Vice President and Chief Financial Offi
f cer
(Principal Financial Officer)

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this annual report on Form 10-K of Aptiv PLC (the “Company”) for
f
the period ended
December 31, 2025, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin P. Clark, Chief
Executive Officer, certify,
f
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarba
r
nes-Oxley Act
of 2002 to the best of my knowledge, that:
1.
The Report ful
f ly complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The infor
f
mation contained in the Report fai
f rly presents, in all material respects, the fin
f ancial condition and results of
operations of the Company.
Date: February 6
r
, 2026
/s/ Kevin P. Clark
Kevin P. Clark
Chair and Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by
the Company and fur
f
nished to the Securities and Exchange Commission or its staff u
f
pon
u
request.

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this annual report on Form 10-K of Aptiv PLC (the “Company”) for
f
the period ended
December 31, 2025, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Varun Laroyia, Chief
Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarba
r
nes-Oxley Act of
2002 to the best of my knowledge, that:
1.
The Report ful
f ly complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The infor
f
mation contained in the Report fai
f rly presents, in all material respects, the fin
f ancial condition and results of
operations of the Company.
Date: February 6
r
, 2026
/s/ Varun
r
Laroyia
Varun Laroyia
Executive Vice President and Chief Financial Offi
f cer
(Principal Financial Officer)
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by
the Company and fur
f
nished to the Securities and Exchange Commission or its staff u
f
pon
u
request.

[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK]

[PAGE INTENTIONALLY LEFT BLANK]

OUR LEADERSHIP
as of March 1, 2026
COMPANY AND INVESTOR INFORMATION
ANNUAL MEETING
Aptiv’s Annual Meeting of 
Shareholders will be held on
April 29, 2026 at 9:00 a.m. 
local time in Shanghai at the
company’s offices at No. 300
Yuanguo Rd., Anting, Jiading
District, Shanghai, China.
GLOBAL HEADQUARTERS
Spitalstrasse 5, 8200
Schaffhausen, Switzerland
INDEPENDENT AUDITORS
Ernst & Young LLP
STOCK EXCHANGE
The company’s ordinary shares
are traded on the New York
Stock Exchange under the 
ticker symbol APTV.
SHAREHOLDER SERVICES
Information about change of
address, ownership transfer or
other shareholder matters can 
be obtained from:
Regular Mail Delivery:
Computershare Investor 
Services
PO BOX 43006
Providence, RI 02940-3006 
Overnight Delivery:
Computershare Investor 
Services
150 Royall St., Suite 101
Canton, MA 02021
Shareholder Services:
(877) 373-6374
Investor Centre™ portal:
www.computershare.com/
investor
INVESTOR RELATIONS 
CONTACT
Copies of the Annual Report,
Forms 10-K and 10-Q, and
other Aptiv publications are 
available via Aptiv’s website
at ir.aptiv.com, or contact:
Aptiv Investor Relations
125 Park Ave., Suite 1535
New York, NY 10017
Email: ir@aptiv.com
COMPANY CERTIFICATIONS
Aptiv has filed as exhibits to its
Annual Report on Form 10-K for
the fiscal year ended December
31, 2025, as well as the Chief
Executive Officer and Chief
Financial Officer certificates 
required by Section 302 of the
Sarbanes-Oxley Act of 2002.
@aptiv
BOARD OF DIRECTORS
KEVIN P. CLARK
Chair and Chief Executive 
Officer
PAUL M. MEISTER
Partner, Novalis LifeSciences, 
and Co-Founder and Chief
Executive Officer, Liberty Lane 
Partners LLC
HÅKAN AGNEVALL
President and Chief Executive 
Officer, Wärtsilä Corp.
NANCY E. COOPER
Former Executive Vice 
President and Chief Financial
Officer, CA Technologies
JOSEPH L. (JAY) HOOLEY
Former Chairman and Chief
Executive Officer, State Street 
Corp.
VASUMATI P. (VASU) JAKKAL
Corporate Vice President,
Security, Compliance, Identity &
Privacy, Microsoft Corp.
MERIT E. JANOW
Professor and Dean Emerita, 
School of International and
Public Affairs, Columbia
University
SEAN O. MAHONEY
Private Investor
ROBERT K. (KELLY)
ORTBERG
President and Chief Executive 
Officer, The Boeing Company
COLIN J. PARRIS
Former Senior Vice President 
and Chief Technology Officer,
GE Digital
ANA G. PINCZUK
President of Product & 
Technology, SentinelOne, Inc.
SENIOR LEADERSHIP
KEVIN P. CLARK
Chair and Chief Executive 
Officer
JOSEPHINE M. ARCHER
Senior Vice President,
Global Sales
MATTHEW M. COLE
President, Advanced Safety and 
User Experience
BETSY M. FRANK 
Vice President, Investor 
Relations
MICHAEL GASSEN
Senior Vice President and
President, Europe, Middle East
and Africa
JOSE CARLOS JIMENEZ
President, Connection Systems
JAVED A. KHAN
Executive Vice President and 
President, Software and 
Advanced Safety and User
Experience
VARUN LAROYIA
Executive Vice President and 
Chief Financial Officer
JOSEPH T. LIOTINE
Executive Vice President and 
President, Electrical Distribution 
Systems
OBED D. LOUISSAINT
Executive Vice President and 
Chief People Officer
JOSEPH R. MASSARO
Vice Chair and President,
Engineered Components Group
MATTHEW P. PETERSON
Senior Vice President and
Chief Information Officer
KATHERINE H. RAMUNDO
Executive Vice President, Chief 
Legal Officer, Chief Compliance
Officer and Secretary
LISA R. SCALZO
Senior Vice President and
Chief Communications Officer
ANANT A. THAKER
Senior Vice President and Chief
Strategy Officer
SIMON X. YANG
President, China and
Asia Pacific
2 0 2 5  A P T I V  A N N U A L R E P O R T
2 0 2 5  A P T I V  A N N U A L R E P O R T