Aptiv (APTV) 10-K risk factor changes: FY2022 vs FY2021

Where a customer halts production because of another supplier failing to deliver on time, [removed: it is unlikely] [added: there can be no assurance] we will be fully compensated, if at all.

We anticipate these supply chain disruptions will persist [removed: throughout 2022.][added: in 2023.]

However, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels as of December 31, [added: 2022 and] 2021.

The global spread of [removed: the COVID-19 pandemic,] [added: COVID-19,] which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets in 2020 with various [removed: direct and indirect] adverse impacts continuing [removed: throughout 2021 and into 2022.][added: to date.]

[removed: Although] [added: In 2021,] our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 [removed: pandemic in 2021, we cannot assure that this will not be the case in the future.][added: pandemic.]

The direct adverse impacts of the COVID-19 pandemic on Aptiv, which primarily affected us in the first half of 2020, included extended work stoppages and travel restrictions at our facilities and those of our customers and suppliers, decreases in consumer demand and vehicle production schedules, disruptions to our supply chain and other adverse global economic impacts, particularly those resulting from temporary governmental [removed: “lock-down”] [added: “lockdown”] orders for all non-essential activities, initially in the first quarter of 2020 in China and subsequently in Europe, North America and South America.

[removed: As a result, due] [added: Due] to the continuing uncertainties [removed: surrounding the ultimate impacts] of the COVID-19 [removed: pandemic and resulting] [added: pandemic, including] potential future governmental actions and economic impacts, it is possible that these adverse impacts could reoccur, resulting in further adverse impacts on our future operating earnings and cash flows.

In addition, automotive sales and production can be affected by labor relations issues, regulatory requirements, trade agreements, the availability of consumer financing, [added: inflationary pressures, interest rate volatility,] supply chain disruptions and other factors, including global health crises, such as the COVID-19 pandemic.

A prolonged downturn in the global or regional automotive industry, or a significant change in product mix due to consumer demand, could require us to shut down plants or result in impairment charges, restructuring actions or changes in our valuation allowances [removed: against deferred tax assets, which could be material to our financial condition and results of operations.]

The high development cost of active safety and autonomous driving technologies may result in a higher risk of exposure to the success of new or disruptive [added: technologies different than those being developed by us.]

For example, the evolving sector of automated driver assistance and autonomous driving technologies has led to [removed: evolving] guidance issued by the U.S. Department of Transportation (“DOT”) regarding best practices for the testing and deployment of automated driving systems, and outlining federal 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.

[removed: There are certain risks involved in such relationships, as our collaborative partners may not devote sufficient resources to the success of our collaborations; may be acquired by other] companies and subsequently terminate our collaborative arrangement; may compete with us; may not agree with us on key details of the collaborative relationship; or may not agree to renew existing collaborations on acceptable terms.

Our five largest customers accounted for approximately 39% of our total net sales for the year ended December 31, [removed: 2021.][added: 2022.]

For instance, the COVID-19 pandemic and the worldwide semiconductor shortage [added: have] adversely impacted the automotive industry in [removed: 2021 and 2020,] [added: recent years] resulting in reduced vehicle production schedules and sales from historical levels, which adversely impacted our financial condition, operating results and cash flows for [added: portions of] the years ended December 31, [added: 2022,] 2021 and 2020.

In addition, our customers often reserve the right to terminate their supply contracts for convenience, which enhances their [added: ability to obtain price reductions.]

In recent periods there have been significant fluctuations in the global prices of copper, petroleum-based resin [removed: products] [added: products, semiconductors] and fuel charges, which have had and may continue to have an unfavorable impact on our business, results of operations or financial condition.

Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by [removed: $38] [added: $73] million as of December 31, [removed: 2021.][added: 2022.]

Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled [removed: $423] [added: $344] million at December 31, [removed: 2021,] [added: 2022,] of which [removed: $17] [added: $18] million is included in accrued liabilities, [removed: $435] [added: $351] million is included in long-term liabilities and [removed: $29] [added: $25] million is included in long-term assets in our consolidated balance sheets.

[added: If the fair 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.

Our business is labor-intensive and [removed: utilizes] [added: we have] a number of [removed: work] [added: unions, works] councils and other represented employees.

A labor dispute involving us or one or more of our customers or suppliers or that could otherwise affect [removed: our operations could reduce our sales and harm our profitability.]

Approximately [removed: 67%] [added: 64%] of our net revenue for the year ended December 31, [removed: 2021] [added: 2022] came from sales outside the U.S., which were primarily invoiced in currencies other than the U.S. dollar, and we expect net revenue from non-U.S. markets to continue to represent a significant portion of our net revenue.

Historically, we have reduced our [added: currency] exposure by aligning our costs in the same currency as our revenues or, if that is impracticable, through financial instruments that provide offsets or limits to our exposures, which are opposite to the underlying transactions.

For the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 67%] [added: 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:

- unexpected changes in laws, regulations, [added: economic and] trade [added: sanctions, trade] or monetary or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other countries;

- difficulty of enforcing agreements, collecting receivables and protecting assets through [added: certain] non-U.S. legal systems;

- violence and civil unrest in local [removed: countries;] [added: countries, including the conflict between Ukraine] and [added: Russia; and]

[removed: For instance,] [added: In addition,] the global spread of COVID-19, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, caused certain governmental authorities worldwide to initiate [removed: “lock-down”] [added: “lockdown”] orders for all non-essential activities, which at times, included extended shutdowns of businesses in the impacted regions.

This or any further political or governmental developments or health concerns in [removed: Mexico,] China or [added: Mexico and] other countries in which we operate could result in social, economic and labor instability.

Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse [removed: affect] [added: effect] on our business and financial results.

Furthermore, management continues to monitor the volatile geopolitical environment to identify, quantify and assess threatened duties, taxes or other business restrictions which could adversely affect our business and financial [removed: results if enacted.][added: results.]

In addition, the failure to realize the expected benefits of any past or future acquisition [removed: or the failure to complete any pending acquisitions] could adversely affect our business.

For instance, [removed: the proposed] [added: our] acquisition of Wind River, [removed: which we agreed to acquire in January 2022,] is subject to numerous risks and uncertainties, which may result in the failure to realize the expected benefits of the transaction.

[removed: If we] fail to assimilate or integrate acquired companies successfully, our business, reputation and operating results could be [added: materially impacted.]

Furthermore, if the 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 [removed: proposed] acquisition may decline.

In addition, [removed: as a result of the ongoing impacts of the COVID-19 pandemic,] some of our employees [removed: are continuing to] work from home on a full-time or part-time basis, which may increase our vulnerability to cyber and other information technology risks.

[removed: While we have] environmental [removed: reserves of approximately $4 million at December 31, 2021 for the cleanup of presently-known environmental] contamination conditions, it cannot be guaranteed that actual costs will not significantly exceed these reserves.

[removed: While it is often difficult to predict the final outcome or the timing of the resolution of a tax examination, our] reserves for uncertain tax benefits reflect the outcome of tax positions that are more likely than not to occur.

Beginning late in the first quarter of 2022 and continuing into the second quarter, various regions in China, including regions where Aptiv has operations, were subjected to lockdowns imposed by governmental authorities to mitigate the spread of COVID-19.

In response, our manufacturing facilities located in these areas implemented measures designed to minimize the impacts of any shutdowns.

Despite these measures, industry-wide production interruptions adversely impacted our sales and profitability beginning at the end of the first quarter and continuing throughout much of the second quarter.

Most of the lockdowns were eased in China late in the second quarter, however many lockdowns were re-imposed and production was once again adversely impacted for portions of the fourth quarter of 2022.

Estimated total indirect and direct adverse impacts to revenue as a result of these lockdowns during 2022 was approximately $270 million.

The overall duration and impact, as well as possible reoccurrence, of these lockdowns in China or other regions, or other measures aimed at containing and mitigating the effects of the pandemic, including renewed travel bans and restrictions, quarantines, social distancing orders, “lockdown” orders and shutdowns of non-essential activities, remain uncertain and may adversely impact our results of operations and cash flows in future periods.

Other than these production interruptions in China, our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 pandemic in 2022.

Global automotive vehicle production increased 5% (5% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from 2021 to 2022, reflecting increased vehicle production of 10% in North America, 3% in China and 8% in South America, our smallest region, and a decrease of 1% in Europe.

against deferred tax assets, which could be material to our financial condition and results of operations.

There are certain risks involved in such relationships, as our collaborative partners may not devote sufficient resources to the success of our collaborations; may be acquired by other

For example, in 2022, various regions in China, including regions where Aptiv has operations, were subjected to lockdowns imposed by governmental authorities to mitigate the spread of COVID-19, which resulted in industry-wide production interruptions during portions of the year.

Estimated total indirect and direct adverse impacts to revenue as a result of these lockdowns during 2022 was approximately $270 million.

our operations could reduce our sales and harm our profitability.

For instance, the conflict between Ukraine and Russia caused the U.S., European Union and other nations to implement broad economic sanctions against Russia.

These countries may impose further 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 further sanctions imposed or actions taken by these countries, and any retaliatory measures by Russia in response, including restrictions on energy supplies from Russia 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 supply chain, including copper, aluminum, palladium and neon gases.

Disruptions in the supply and volatility in the price of these materials and other inputs produced by Ukraine or Russia, including increased logistics costs and longer transit times, could adversely impact our business and results of operations.

In addition, in July 2022, the E.U. introduced an emergency natural gas rationing plan to reduce the

use of natural gas by businesses and in public buildings in E.U. member states from August 2022 through March 2023 in order to replenish gas reserves.

Among other impacts, this may cause widespread economic disruptions during this time period, including potential shutdowns at our suppliers’ or customers’ facilities in the region.

The conflict has also increased the possibility of cyberattacks occurring, which could either directly or indirectly impact our operations.

We do not have a material physical presence in either Ukraine or Russia, with less than 1% of our workforce located in the countries as of December 31, 2022 and less than 1% of our net sales for the year ended December 31, 2022 generated from manufacturing facilities in those countries.

However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 31% of our net sales for the year ended December 31, 2022.

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, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

This includes the lockdowns in China that occurred in 2022, as discussed further above.

For example, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.

We have completed a number of acquisitions in recent years, including the acquisitions of Wind River and Intercable Automotive Solutions S.r.l.

in 2022.

If we

While we have environmental reserves of approximately $2 million at December 31, 2022 for the cleanup of presently-known

While it is often difficult to predict the final outcome or the timing of the resolution of a tax examination, our

In 2021, the pandemic continued to impact economies and communities throughout the world, including in all of the markets and regions served by Aptiv.

Although vaccines have been introduced that are expected to reduce the effect of COVID-19, governmental authorities throughout the world continue to implement numerous measures aimed at containing and mitigating the effects of the pandemic, including renewed travel bans and restrictions, quarantines, social distancing orders, “lock-down” orders and shutdowns of non-essential activities.

Further, it is possible that governmental authorities within jurisdictions in which our business operates may implement vaccination mandates which could impact our workforce and operations.

Although we cannot predict the impact of vaccination mandates, any future mandates could result in increased employee attrition, which could have a material adverse effect on our business and financial condition.

During 2020 we took decisive actions to enhance our financial flexibility and minimize the impact on our business, such as the ramping down of certain production facilities in response to customer plant closures and changes in vehicle production schedules, imposing certain travel restrictions, suspending the Company’s ordinary share cash dividend and ordinary share repurchase program, issuing $2.3 billion combined of preferred and ordinary shares, extending substantially all of our existing Credit Agreement’s maturity to August 2022 (which was further extended in its entirety to 2026 during the second quarter of 2021), and actively managing costs, capital spending and working capital to further strengthen our liquidity.

However, certain direct and indirect adverse impacts of the COVID-19 pandemic persisted throughout 2021 and are expected to continue into 2022, including the worldwide semiconductor supply shortage.

In 2021, the industry experienced a minimal increase in global production schedules, which followed the unusually low 2020 production rates.

The

lack of significant growth in 2021 was primarily due to the impacts of the global supply chain disruptions, including the worldwide semiconductor supply shortage, and follows the significant decrease in vehicle production in 2020 which was driven by the adverse impacts of the COVID-19 pandemic.

As a result, 2021 global vehicle sales and production rates continue to be significantly below historic levels.

Compared to the unusually low 2020 production rates, vehicle production in 2021 increased by 2% in China, 1% in North America and 18% in South America, our smallest region, and decreased by 4% in Europe.

As a result, we have experienced and may continue to experience reductions in orders from OEM customers in certain regions.

technologies different than those being developed by us.

In addition, certain United Automobile Workers (“UAW”) represented employees at GM initiated a labor strike in September 2019, lasting approximately six weeks in duration.

As GM is one of our largest customers, this labor strike adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2019.

For example, automotive production in China experienced minimal growth of 2% in 2021, primarily due to the adverse impacts of the global supply chain disruptions impacting the industry and foreign trade uncertainties, which followed a decrease of 3% in the region in 2020.

ability to obtain price reductions.

Continuing volatility may have adverse effects on our business, results of operations or financial condition.

If the fair value of the

For instance, certain UAW represented employees at GM initiated a labor strike in September 2019, lasting approximately six weeks in duration.

As GM is one of our largest customers, this labor strike adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2019.

In addition, we have significant business in Europe and transact much of this business in the Euro currency, including sales and purchase contracts.

Although not as prevalent currently, concerns over the stability of the Euro currency and the economic outlook for many European countries, including those that do not use the Euro as their currency, persist.

Given the broad range of possible outcomes, it is difficult to fully assess the implications on our business.

Some of the potential outcomes could significantly impact our operations.

In the event of a country redenominating its currency away from the Euro, the potential impact could be material to operations.

We cannot provide assurance that fluctuations in currency exposures will not have a material adverse effect on our financial condition or results of operations, or cause significant fluctuations in quarterly and annual results of operations.

We have completed a number of acquisitions in recent years and we also expect to complete the acquisition of Wind River in mid-2022, subject to regulatory approvals and customary closing conditions.

In addition, we intend to acquire Wind River and pay other required fees and expenses in connection with the proposed acquisition utilizing cash on hand and proceeds from new indebtedness.

There can be no assurance that we will be able to execute such financing transactions on acceptable terms, in a timely manner or at all and the failure to do so could adversely impact our business and the success of the proposed acquisition.

This possibility, along with other risks and uncertainties, could result in the inability to complete the proposed transaction.

Any delay in the completion of the proposed transaction could also, among other things, result in additional transaction costs.

materially impacted.

In addition, we conduct significant business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, health and safety, tax and customs laws as well as a variety of state and local laws.

While we believe we comply with such laws, they are complex, subject to varying interpretations, and we are often engaged in litigation with government agencies regarding the application of these laws to particular circumstances.

As of December 31, 2021, the majority of claims asserted against Aptiv in Brazil relate to such litigation.

The remaining claims relate to commercial and labor litigation with private parties in Brazil.

As of December 31, 2021, claims totaling approximately $95 million (using December 31, 2021 foreign currency rates) have been asserted against Aptiv in Brazil.

As of December 31, 2021, we maintained reserves for these asserted claims of approximately $20 million (using December 31, 2021 foreign currency rates).

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the [removed: period] [added: year] ended December 31, [removed: 2021.][added: 2022.]

[removed: In January 2022,] [added: ◦Advancing our software capabilities with] the [removed: Company entered into a definitive agreement to acquire] [added: acquisition of] Wind River Systems, Inc. (“Wind River”), a global leader in delivering software for the intelligent [removed: edge, for approximately $4.3 billion.][added: edge;]

Acquisitions and Divestitures to the audited consolidated financial [removed: statements,] [added: statements] included [removed: in Item 8 for more information.][added: herein.]

We [removed: are focused on accelerating] [added: believe] the [added: Company is well-positioned for growth from increasing global vehicle production volumes, as well as the] industry’s [added: accelerating] transition to software-defined vehicles, the commercialization of active safety, autonomous driving, enhanced user experiences and connected [removed: services] [added: services,] and providing the software, advanced computing platforms and networking architecture required to do so.

[removed: ◦Generating] [added: - Generating] record new business awards of [removed: $24] [added: approximately $32] billion, based on expected volumes and prices, validating our industry leading portfolio of advanced [removed: technologies;][added: technologies tied to the accelerating megatrends in our industry]

[removed: ◦Generating $1,189] [added: - Producing $1,263] million of operating income or [removed: $1,230] [added: $1,585] million of adjusted operating income and cash flow from operations of [removed: $1.2] [added: $1.3] billion, [removed: despite supply chain] [added: demonstrating strong operating execution in the face of ongoing] disruptions and [added: significant] material [removed: inflation; and][added: cost inflation]

◦Maximizing our operational flexibility and profitability at all points in the normal automotive business cycle, by having approximately 97% of our hourly workforce based in best cost countries, and approximately [removed: 22%] [added: 24%] of our hourly workforce composed of contingent employees.

[removed: In an effort] [added: As part of our strategy] to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we [removed: entered into a definitive agreement to acquire] [added: acquired] Wind River [added: Systems, Inc. (“Wind River”)] in [removed: January] [added: December] 2022.

In March 2020, to further our leadership position in the automated driving space, we completed a transaction with Hyundai [added: Motor Group] to form Motional, [added: AD LLC (“Motional”),] a joint venture focused on the design, development and commercialization of autonomous driving technologies.

Motional began testing fully driverless systems in 2020 and [removed: anticipates it will have] [added: began testing] a production-ready autonomous driving platform available for robotaxi providers, meal delivery providers, fleet operators and automotive manufacturers [removed: to test] at prototype scale in 2022, with higher [removed: volumes available for deployment] [added: volume production deployments anticipated] in [added: late] 2023.

[added: As a result of our substantial investments] and strategic partnerships, we believe we are well-aligned with industry technology trends that will result in sustainable future growth in these evolving areas.

However, there are many risks associated with these evolving areas, including the high development costs of active safety and autonomous driving technologies, the uncertain timing of customer and consumer adoption of these technologies, increased competition from entrants outside the traditional automotive industry and evolving regulations, such as the [removed: federal] guidance for automated driving systems published by the U.S. Department of Transportation.

While we believe we are well-positioned in these markets, the high development cost of active safety and autonomous driving technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our [removed: partners.][added: partners and ultimately there can be no assurance that we will be successful in our efforts to develop these technologies.]

Collaboration with customers in our [removed: 12] [added: 11] major technical centers around the world helps us develop innovative product solutions designed to meet their needs.

[removed: Our focus] is on maximizing and optimizing manufacturing output to meet increasing production requirements with minimal additions to our fixed-cost base.

In [removed: 2021,] [added: 2022,] we continued to complete selected acquisitions and strategic investments in order to continue to leverage our technology capabilities and enhance and expand our commercialization of new mobility solutions, product offerings, customer base, geographic penetration and scale to complement our current businesses, while continuing to enhance our product offerings and competitive position in growing market segments.

[removed: Furthermore,] [added: In addition,] in [removed: December 2021,] [added: March 2022,] Aptiv [removed: agreed to invest €200] [added: invested $220] million in TTTech Auto AG, a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications.

*Accelerating an electric, zero-emissions future.* [removed: In 2021, we] [added: We are] committed to becoming carbon-neutral in our global operations by 2030 and to [removed: achieve] [added: achieving] net carbon neutrality by 2040 as we transition away from carbon-intensive energy and processes in our global operations.

We believe that this strong, foundational focus on sustainability makes Aptiv a partner [added: of choice for our customers, a desirable place to work for our employees and a valued contributor to the communities in which we operate.]

*COVID-19 pandemic.* The global spread of [removed: the COVID-19 pandemic,] [added: COVID-19,] which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets in 2020 with various [removed: direct and indirect] adverse impacts continuing [removed: throughout 2021 and into 2022.][added: to date.]

[removed: Although] [added: In 2021,] our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 [removed: pandemic in 2021, we cannot assure that this will not be the case in the future.][added: pandemic.]

The direct adverse impacts of the COVID-19 pandemic on Aptiv, which primarily affected us in the first half of 2020, included extended work stoppages and travel restrictions at our facilities and those of our customers and suppliers, decreases in consumer demand and vehicle production schedules, disruptions to our supply chain and other adverse global economic impacts, particularly those resulting from temporary governmental [removed: “lock-down”] [added: “lockdown”] orders for all non-essential activities, initially in the first quarter of 2020 in China and subsequently in Europe, North America and South America.

During the second half of 2020, many of these impacts abated, resulting in increased sales and profitability from the levels observed earlier in [removed: the year] 2020.

[removed: However, certain] [added: Certain] direct and indirect adverse impacts of the COVID-19 pandemic [added: have] persisted [removed: throughout 2021] [added: to date] and are expected to continue [removed: into 2022,] [added: in 2023,] including the worldwide semiconductor supply [removed: shortage.][added: shortage and global supply chain disruptions.]

As a result, due to the continuing uncertainties surrounding [removed: the ultimate impacts] of the COVID-19 [removed: pandemic and resulting] [added: pandemic, including] potential future governmental actions and economic impacts, it is possible that these adverse impacts could reoccur, resulting in further adverse impacts on our future operating earnings and cash flows.

We will continue to actively monitor all direct and indirect potential impacts of [removed: COVID-19,] [added: the COVID-19 pandemic,] and will seek to aggressively mitigate and minimize their impact on our business.

We anticipate these supply chain disruptions will persist [removed: throughout 2022.][added: in 2023.]

While no assurances can be made as to the ultimate outcome of these customer expectations or any other future claims, we do not [removed: currently believe a loss is probable.]

[added: However, as a] result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels as of December 31, [added: 2022 and] 2021.

Global automotive vehicle production increased [removed: 2% (flat] [added: 5% (5%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”) from [removed: 2020 to 2021, primarily due] [added: 2021] to [removed: the impacts of the global supply chain disruptions, including the worldwide semiconductor supply shortage, which followed the significant decrease in] [added: 2022, reflecting increased] vehicle production [added: of 10%] in [removed: 2020 due to the adverse impacts] [added: North America, 3% in China and 8% in South America, our smallest region, and a decrease] of [removed: the COVID-19 pandemic.][added: 1% in Europe.]

Economic volatility or weakness in North America, Europe, China [removed: or] [added: or, to a lesser extent,] South America, could result in a significant reduction in automotive sales and production by our customers, which would have an adverse effect on our business, results of operations and financial condition.

There have been periods of increased market volatility and [removed: moderations] [added: moderation] in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced.

Despite [removed: this lack of significant growth and] the 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 affected if the pace of growth slows as the Chinese market matures or if there are reductions in vehicle demand in China, as have recently been experienced as a result of the COVID-19 [removed: pandemic.][added: pandemic and related governmental lockdowns.]

We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane [removed: departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles.]

[added: Our ability to design a reliable electrical architecture that optimizes power distribution and/or] consumption is key to satisfying the OEMs’ needs to reduce emissions while continuing to meet consumer demand for increased vehicle content and technology.

Our operations are subject to certain risks inherent in doing business globally, including [added: military conflicts in regions in which we operate,] unexpected changes in laws or regulations governing trade, or other monetary or tax fiscal policy changes, including tariffs, quotas, customs and other import or export restrictions or trade barriers.

[removed: For instance,] [added: In addition,] the [removed: worldwide] [added: global] spread of the COVID-19 pandemic and variants thereof in [removed: 2020, throughout 2021 and into 2022,] [added: recent years,] has had various direct and indirect adverse impacts on our global operations, the automotive industry and economies around the world.

Although certain of the adverse impacts of the pandemic abated during the second half of 2020, other direct and indirect adverse impacts continued throughout 2021 and [removed: into] 2022, such as the overall supply chain [removed: disruptions and] [added: disruptions, including] the global semiconductor supply [removed: shortage.][added: shortage and the regional lockdowns imposed by governmental authorities in China during portions of 2022.]

These impacts continue to negatively affect the global economy and automotive industry, and we anticipate [removed: they] [added: that certain impacts] will persist [removed: throughout 2022.][added: in 2023.]

Our 2022 performance reflects increasing global vehicle production and our solid execution despite continued global supply chain disruptions and the global inflationary environment.

- Delivering strong revenue growth over the prior year, represented by above-market sales growth of 11% despite adverse impacts from the global supply chain disruptions and COVID-19 pandemic

- Enhancing our optimized full system, edge-to-cloud capabilities

◦Broadening our portfolio of high-voltage system and interconnect solutions with the acquisition of Intercable Automotive Solutions S.r.l., an industry leader in high-voltage busbars and interconnect solutions; and

◦Strengthening our portfolio of power electronics and battery management systems with new product offerings.

- Leveraging our investment grade credit metrics to successfully issue $700 million of 3-year, 2.396% senior unsecured notes, $800 million of 10-year, 3.25% senior unsecured notes and $1.0 billion of 30-year, 4.15% senior unsecured notes, which we utilized to partially fund the acquisition of Wind River

- Meeting the sustainability-linked targets for greenhouse gas emissions and workplace safety within our Credit Agreement.

Our focus

For example, in December 2022, we acquired Wind River for approximately $3.5 billion.

Furthermore, in November 2022, we acquired 85% of Intercable Automotive Solutions S.r.l.

for approximately $606 million.

As an industry leader in high voltage power distribution and interconnect technology, we expect Intercable Automotive to enhance Aptiv’s position as a leader in vehicle architecture systems.

*Ukraine/Russia conflict.* The conflict between Ukraine and Russia, which began in February 2022, has had, and is expected to continue to have, negative economic impacts to both countries and to the European and global economies.

In response to the conflict, the European Union (the “E.U.”), United States (the “U.S.”) and other nations implemented broad economic sanctions against Russia.

These countries may impose further sanctions and take other actions as the situation 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 to exit our majority owned subsidiary in Russia in the second quarter of 2022.

As a result, the Company determined that this subsidiary, which is reported within the Signal and Power Solutions segment, met the held for sale criteria as of December 31, 2022.

Consequently, for the year ended December 31, 2022, the Company recorded a pre-tax charge of $51 million to impair the carrying value of the Russian subsidiary’s net assets to fair value, which was recorded primarily within cost of sales in the consolidated statement of operations.

Approximately $25 million of these charges were attributable to the noncontrolling interest based on the noncontrolling shareholder’s economic interest.

The remaining assets and liabilities, which are de minimis, were reclassified to other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2022.

Ukraine and Russia are also significant global producers of raw materials used in our supply chain, including copper, aluminum, palladium and neon gases.

Disruptions in the supply and volatility in the price of these materials and other inputs produced by Ukraine or Russia, including increased logistics costs and longer transit times, could adversely impact our business and results of operations.

In addition, in July 2022, the E.U. introduced an emergency natural gas rationing plan to reduce the use of natural gas by businesses and in public buildings in E.U. member states from August 2022 through March 2023 in order to replenish gas reserves.

Among other impacts, this may cause widespread economic disruptions during this time period, including potential shutdowns at our suppliers’ or customers’ facilities in the region.

The conflict has also increased the possibility of cyberattacks occurring, which could either directly or indirectly impact our operations.

Furthermore, the conflict has caused our customers to analyze their continued presence in the region and future customer production plans in the region remain uncertain.

We do not have a material physical presence in either Ukraine or Russia, with less than 1% of our workforce located in the countries as of December 31, 2022 and less than 1% of our net sales for the year ended December 31, 2022 generated from manufacturing facilities in those countries.

However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 31% of our net sales for the year ended December 31, 2022.

We have incurred costs (including capital expenditures), to relocate production for certain customers out of Ukraine and to duplicate such production in other countries, which we substantially completed in the second quarter of 2022.

We have recovered substantially all of the costs related to this relocation from impacted customers as of December 31, 2022.

Aggregate costs and recoveries related to this process were not significant for the year ended December 31, 2022.

However, the Company recorded asset impairments and other related charges of approximately $8 million during the year ended December 31, 2022, primarily for long-lived assets and inventory for certain sites in Ukraine.

These charges were primarily recorded within cost of sales in the statement of operations.

Furthermore, as a result of the conflict, we estimate that the adverse impacts to revenue from Russia operations were approximately $65 million during the year ended December 31, 2022.

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, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

Beginning late in the first quarter of 2022 and continuing into the second quarter, various regions in China, including regions where Aptiv has operations, were subjected to lockdowns imposed by governmental authorities to mitigate the spread of COVID-19.

In response, our manufacturing facilities located in these areas implemented measures designed to minimize the impacts of any shutdowns.

Despite these measures, industry-wide production interruptions adversely impacted our sales and profitability beginning at the end of the first quarter and continuing throughout much of the second quarter.

Most of the lockdowns were eased in China late in the second quarter, however many lockdowns were re-imposed and production was once again adversely impacted for portions of the fourth quarter of 2022.

Proposed Acquisition of Wind River Systems, Inc.

The transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

With Aptiv and Wind River’s synergistic technologies and decades of experience delivering safety critical systems, the Company believes this acquisition will accelerate the journey to a software-defined future of the automotive industry.

We believe the Company is well-positioned for growth from increasing global vehicle production volumes, increased demand for our Safe, Green and Connected products which are being added to vehicle content and new business wins with existing and new customers.

The global supply chain disruptions currently impacting the industry, combined with the continuing uncertainties caused by the COVID-19 pandemic, created unprecedented operating challenges in 2021.

Our 2021 performance reflects our commitment to executing flawlessly for our customers despite these and other headwinds, while positioning the Company for continued outperformance as industry conditions improve.

- Enhancing our software capabilities and enabling the industry’s transition to software-defined vehicles

◦Announcing the proposed acquisition of Wind River, a global leader in delivering software for the intelligent edge, and announcing our planned investment in TTTech Auto AG, a leading provider of automotive safety-critical middleware solutions.

These actions accelerate our software strategy, broaden our portfolio of technology solutions and enable us to capitalize on opportunities requiring comprehensive software solutions.

- Leveraging our investment grade credit metrics to further enhance our capital structure and increase our financial flexibility

◦Successfully issuing $1.5 billion of 30-year, 3.10% senior unsecured notes, utilizing the proceeds to redeem our $700 million, 4.15% senior notes and our $650 million, 4.25% senior notes; and

◦Extending the maturity of our existing Credit Agreement to August 2026 in addition to being one of the first companies to integrate sustainability metrics into our financing structure.

- Generating strong results in 2021 despite the continuing impacts of the COVID-19 pandemic and global supply chain disruptions limiting global vehicle production capacity

◦Delivering sustained outperformance, with above-market sales growth of 15%, as strong demand across our portfolio continued despite the challenging operating environment;

◦Achieving 154.1% total shareholder return over the period 2019 through 2021, illustrating execution of our long-term strategy and sustainable value creation.

- Recruiting and retaining top talent from various industries, including technology

◦Advancing a culture of diversity and inclusion, improving access to opportunities while ensuring equal pay for equal work within markets; and

◦Promoting employee health and safety through our strong safety culture and consistently achieving best-in-class lost workday case rates compared with industry peers.

- Continuing to execute on our long-term Safe, Green and Connected strategy to enable a more sustainable future

◦Expanding our market relevant portfolio to address the industry’s top challenges, including high voltage electrification and active safety technologies;

◦Capturing value across the entire technology stack with the commercialization of Smart Vehicle ArchitectureTM; and

◦Announcing new carbon emissions targets to help ensure a more sustainable future which includes a commitment to become a net carbon-neutral company by 2040.

This transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

As a result of our substantial investments

In addition, in January 2022, the Company entered into a definitive agreement to acquire Wind River for approximately $4.3 billion.

The transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

The transaction is expected to close in Q1 2022, subject to regulatory approvals and customary closing conditions.

of choice for our customers, a desirable place to work for our employees and a valued contributor to the communities in which we operate.

In 2021, the pandemic continued to impact economies and communities throughout the world, including in all of the markets and regions served by Aptiv.

Although vaccines have been introduced that are expected to reduce the effect of COVID-19, governmental authorities throughout the world continue to implement numerous measures aimed at containing and mitigating the effects of the pandemic, including renewed travel bans and restrictions, quarantines, social distancing orders, “lock-down” orders and shutdowns of non-essential activities.

Further, it is possible that governmental authorities within jurisdictions in which our business operates may implement vaccination mandates which could impact our workforce and operations.

Although we cannot predict the impact of vaccination mandates, any future mandates could result in increased employee attrition, which could have a material adverse effect on our business and financial condition.

During 2020 we took decisive actions to enhance our financial flexibility and minimize the impact on our business, such as the ramping down of certain production facilities in response to customer plant closures and changes in vehicle production schedules, imposing certain travel restrictions, suspending the Company’s ordinary share cash dividend and our ordinary share repurchase program, issuing $2.3 billion combined of preferred and ordinary shares, extending substantially all of our existing Credit Agreement’s maturity to August 2022 (which was further extended in its entirety to 2026 during the second quarter of 2021), and actively managing costs, capital spending and working capital to further strengthen our liquidity.

Despite our ongoing efforts to minimize the pandemic’s direct and indirect adverse impacts, we are unable to predict the ultimate impact to our business due to a number of evolving factors, including the duration and spread of the pandemic, the impact of the pandemic on economic activity and our supply chain, consumer demand and vehicle production schedules, and the actions of governmental authorities across the globe.

However, as a

Although 2021 global vehicle sales and production rates increased slightly, they were still significantly below historic levels.

Compared to the unusually low 2020 production rates, vehicle production in 2021 increased by 2% in China, 1% in North America and 18% in South America, our smallest region, and decreased by 4% in Europe.

For example, automotive production in China experienced minimal growth of 2% in 2021, primarily due to the adverse impacts of the global supply chain disruptions impacting the industry and trade uncertainties, which follows a decrease of 3% in the region in 2020.

Our ability to design a reliable electrical architecture that optimizes power distribution and/or

Most notably in 2020, the pandemic resulted in extended work stoppages and travel restrictions at our facilities and those of our customers and suppliers, decreases in consumer demand and vehicle production schedules, disruptions to our supply chain and other adverse global economic impacts, particularly those resulting from temporary governmental “lock-down” orders for all non-essential activities, initially in the first quarter in China and subsequently in Europe, North America and South America.

During the year ended December 31, [removed: 2021,] [added: 2022,] the foreign currency translation adjustment loss of [removed: $143] [added: $198] million was primarily due to the impact of a strengthening U.S. dollar, which increased approximately [removed: 8%] [added: 5%] in relation to the Euro [added: and 8% in relation to the Chinese Yuan Renminbi] from December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately [removed: $876] [added: $446] million and [removed: $767] [added: $876] million, respectively.

The potential [removed: loss] [added: change] in fair value for such financial instruments from a hypothetical 10% adverse change in quoted currency exchange rates would be [added: a gain of] approximately [removed: $34] [added: $17] million and [removed: $25] [added: a loss of approximately $34] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The potential [removed: gain] [added: change] in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be [added: a loss of] approximately [removed: $43] [added: $6] million and [removed: $31] [added: a gain of approximately $43] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The net fair value of our contracts was [added: a liability of $35 million and] an asset of $34 million [removed: and $35 million] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by [removed: $36] [added: $37] million and [removed: $22] [added: $36] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $313] [added: $309] million of floating rate debt, related to the Credit Agreement.

The Credit Agreement carries an interest rate, at our option, on Tranche A Term Loan borrowings of either (a) the ABR plus [removed: 0.125%] [added: 0.105%] per annum, or (b) LIBOR plus [removed: 1.125%] [added: 1.105%] per annum, and on Revolving Credit Facility borrowings of either (a) the ABR plus [removed: 0.10%] [added: 0.06%] per annum, or (b) LIBOR plus [removed: 1.10%] [added: 1.06%] per [removed: annum.][added: annum, each of which include an adjustment resulting from the Company having met the sustainability-linked targets for the 2021 calendar year.]

[added: Accordingly, the interest rate will fluctuate] during the term of the Credit Agreement based on changes in the Alternate Base Rate, LIBOR, future changes in our corporate credit ratings or the sustainability-linked targets as discussed above.

The table below indicates interest rate sensitivity on interest expense to floating rate debt based on amounts outstanding as of December 31, [removed: 2021.][added: 2022.]

Accordingly, the interest rate will fluctuate

We operate [removed: 127] [added: 131] major manufacturing facilities and [removed: 12] [added: 11] major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries.

We have a presence in [removed: 46] [added: 48] countries and have approximately [removed: 18,900] [added: 22,000] scientists, engineers and technicians focused on developing market relevant product solutions for our customers.

- Advanced Safety and User Experience—This segment provides critical [removed: technologies, systems integration] [added: technologies] and [removed: advanced software development for] [added: services to enhance] vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, [removed: application] [added: cloud-native] software [removed: and] [added: platforms, application software,] autonomous driving [removed: technologies.][added: technologies and end-to-end DevOps tools.]

Our customer base includes the 25 largest automotive OEMs in the world, and in [removed: 2021, 31%] [added: 2022, 30%] of our net sales came from the Asia Pacific region, [removed: which we have identified as a key market likely to experience substantial long-term growth.]

Our ten largest platforms in [removed: 2021] [added: 2022] were with [removed: eight] [added: seven] different OEMs.

In addition, in [removed: 2021] [added: 2022] our products were found in [removed: 19] [added: 18] of the 20 top-selling vehicle models in the United States (“U.S.”), in [removed: 19] [added: 18] of the 20 top-selling vehicle models in Europe and in [removed: 14] [added: 12] of the 20 top-selling vehicle models in China.

[added: Examples of new and alternative technologies that] incorporate sophisticated detection and advanced software for collision avoidance include lane departure warning [added: and centering] systems, adaptive cruise [removed: control, gesture] control and [removed: automatic braking.][added: traffic jam assist, and driver and cabin monitoring systems.]

In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through [removed: 2022] [added: 2023] and beyond.

[removed: For example, in the U.S.,] [added: Furthermore,] the Environmental Protection Agency in December 2021 finalized more stringent GHG emissions standards for passenger car and light trucks for model years 2023-2026.

These and other standards will require meaningful innovation as OEMs and suppliers are challenged to find ways to improve engine management, electrical power consumption, vehicle weight and integration of [added: electric vehicles and] alternative [removed: technologies (e.g., electric/hybrid propulsion).][added: technologies.]

As a result, suppliers are developing innovations that result in significant improvements in fuel economy, emissions and performance from [removed: gasoline and diesel] internal combustion [removed: engines.][added: engines and electric vehicles.]

At the same time, suppliers are also developing and marketing new and alternative technologies that support [removed: hybrid vehicles,] electric [added: vehicles, hybrid] vehicles and fuel cell products to improve fuel economy and emissions.

[removed: In an effort] [added: As part of our strategy] to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we [removed: entered into a definitive agreement to acquire] [added: acquired] Wind River [added: Systems, Inc. (“Wind River”)] in [removed: January] [added: December] 2022.

In March 2020, to further our leadership position in the automated driving space, we completed a transaction with Hyundai Motor Group (“Hyundai”) to form [removed: Motional, Inc.] [added: Motional AD LLC] (“Motional”), a joint venture focused on the design, [removed: development and commercialization of autonomous driving technologies.]

Motional began testing fully driverless systems in 2020 and [removed: anticipates it will have] [added: began testing] a production-ready autonomous driving platform available for robotaxi providers, meal delivery providers, fleet operators and automotive manufacturers [removed: to test] at prototype scale in 2022, with higher [removed: volumes available for deployment] [added: volume production deployments anticipated] in [added: late] 2023.

- Distribution systems, including hybrid high voltage systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation (which product line makes up approximately [removed: 42%] [added: 44%] of our total revenue for [added: the year ended December 31, 2022 and 42% for] each of the years ended December 31, [removed: 2021, 2020] [added: 2021] and [removed: 2019).][added: 2020).]

This segment provides critical [removed: technologies, systems integration] [added: technologies] and [removed: advanced software development for] [added: services to enhance] vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, [removed: application] [added: cloud-native] software [removed: and] [added: platforms, application software,] autonomous driving [removed: technologies.][added: technologies and end-to-end DevOps tools.]

- Advanced safety primarily consists of solutions that enable active and passive safety features and vehicle automation, as well as vision, [removed: radar, LiDAR] [added: radar] and other sensing technologies.

The following table provides the percentage of net sales to our largest customers for the year ended December 31, [removed: 2021:][added: 2022:]

| Stellantis N.V. [removed: (“Stellantis”) (1)] | | | [removed: 11%] [added: 9%] | | |

| Volkswagen Group [removed: (“VW”)] | | | [removed: 9%] [added: 8%] | | |

| General Motors Company [removed: (“GM”)] | | | [removed: 8%] [added: 9%] | | |

| Ford Motor Company | | | [removed: 7%] [added: 8%] | | |

| Geely Automobile Holdings Limited | | | [removed: 4%] [added: 5%] | | |

| SAIC General Motors Corporation Limited | | | [removed: 4%] [added: 3%] | | |

| Tesla, Inc. | | | [removed: 4%] [added: 5%] | | |

As of December 31, [removed: 2021,] [added: 2022,] we have not experienced any significant shortages of raw materials, however, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels.

[added: These] changes to the production environment have been primarily driven by the worldwide semiconductor shortage.

We continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the [removed: efficient use of working capital.]

[removed: For instance in 2021,] [added: Recently,] the industry has been subjected to increased pricing pressures, specifically in relation to these commodities, which have [removed: increased significantly] [added: experienced significant volatility] in [removed: price at times during the year.][added: price.]

[removed: However, other] [added: Other] than in the case of copper, our overall success in passing commodity cost increases on to our customers has been limited.

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 155,000] [added: 160,000] people; [removed: 27,000] [added: 32,000] salaried employees and 128,000 hourly employees.

In addition, we maintain a contingent workforce of [removed: 36,000] [added: approximately 42,000] to accommodate fluctuations in customer demand.

We are a global company serving every major [removed: market worldwide, and our workforce as of December 31, 2021 is regionally aligned as follows:][added: worldwide market.]

- [removed: 33%] [added: 31%] in the Europe, Middle East and Africa region, with our largest presence in Morocco and Serbia;

- [removed: 10%] [added: 12%] in the Asia Pacific region, with our largest presence in [removed: China;] [added: China] and [added: India; and]

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 [removed: America] [added: America, IG Metall] and the Confederacion De Trabajadores Mexicanos.

[removed: Retention and Talent] [added: Talent] Development

Our [removed: employees] [added: people] are [removed: united across the globe in pursuit of] [added: central to] our mission of developing safer, greener and more connected [removed: solutions enabling the future of mobility.][added: solutions.]

We [removed: review and update] [added: manage] succession [removed: plans] [added: planning] as part of our operating cadence and [removed: our] top leadership succession plans are reviewed with the Board of Directors [removed: on an annual basis.][added: annually.]

The Company’s ordinary shares are publicly traded on the New York Stock Exchange under the symbol “APTV.”

which we have identified as a key market likely to experience substantial long-term growth.

In 2022, the industry experienced increased global customer sales and production schedules, despite the ongoing adverse impacts of global supply chain disruptions and increased global inflationary pressures.

Global automotive vehicle production increased 5% (5% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from 2021 to 2022, reflecting increased vehicle production of 10% in North America, 3% in China and 8% in South America, our smallest region, and a decrease of 1% in Europe.

For example, in the U.S., the California Air Resources Board

approved new rules, which require that all new passenger cars and light trucks sold in California be electric vehicles or other emissions-free models by 2035.

development and commercialization of autonomous driving technologies.

| Mercedes-Benz Group AG | | | 4% | | |

efficient use of working capital.

We have also been impacted globally by increased overall inflation as a result of a variety of global trends.

However, in 2022, we have negotiated, and will continue to negotiate, price increases with our customers in response to the global supply chain disruptions impacting the automotive industry.

Our Chinese customers generally halt operations for one week during the months of February and October.

As of December 31, 2022 our workforce is distributed as follows:

We continually strive to create and maintain an environment where innovation thrives and our employees are empowered to think and act like owners.

To this end, we continually provide coaching and mentoring to our employees at all levels, as well as internal job opportunities including global rotations and stretch assignments to help our employees develop and grow their careers.

This dedication to employee growth and development was demonstrated by more than half of our management role openings being filled through internal promotions in 2022.

Our established leadership programs provide our leaders with the tools to be effective today while preparing them for future challenges.

We continue to focus on developing great people in order to maximize organizational effectiveness.

Aptiv’s culture is a key advantage to how we do business.

Our culture is based on a set of distinct values and behaviors that guide what we do and how we do it.

Culture is a central pillar in our business and helps to drive consistent leadership behavior across our businesses.

In 2022, we hosted 16 culture training workshops with 620 participants to help newly appointed managers understand Aptiv’s values and behaviors to become better leaders.

Our management team actively receives feedback at all levels in our organization and utilizes this feedback to continually improve how we engage our people and improve our operations.

We recognize that sustaining a leadership culture requires continual focus and attention.

Accordingly, senior executives and leaders throughout the Company commit time, resources and attention to ensure our culture continues to differentiate Aptiv as a great place to work.

We prioritize the health and safety of all our employees by focusing on prevention, training, auditing and risk mitigation in our manufacturing plants, technical centers and offices.

Additional Sustainability Information

*Matthew M.

Cole*, 53, is senior vice president of Aptiv and president of Advanced Safety and User Experience, effective January 2023.

He joined Aptiv from Tech Transformations, where he was president and business leader from September 2021 until January 2023.

He previously served as senior vice president, Global Product Development at Visteon Corporation from 2014 to July 2021.

Prior to Visteon, Mr. Cole served as vice president, Product Development, Global Electronics at Johnson Controls from 2010 to 2014.

Prior to joining Johnson Controls, Mr. Cole served in a variety of positions of increasing responsibility at Visteon from 1999 to 2010.

He began his career at Ford Motor Company in 1992.

*Glen W.

De Vos*, 62, is senior vice president, transformation and special programs of Aptiv, a position he has held since December 2022.

*Obed D.

He previously served as vice president, Talent, Watson Health & Employee Experience from 2019 to 2020 and vice president, Human Resources, IBM Watson, Watson Health, Research, Technical Talent & Corporate from 2015 to 2020.

He began his IBM career in 2001 and held several human resources positions of increasing responsibility.

Before joining IBM, Mr. Louissaint was president at Student Agencies, Inc.

On December 4, 2017, following the spin-off of Delphi Technologies, the Company changed its name to Aptiv PLC and its NYSE symbol to “APTV.”

Proposed Acquisition of Wind River Systems, Inc.

In January 2022, the Company entered into a definitive agreement to acquire Wind River Systems, Inc. (“Wind River”), a global leader in delivering software for the intelligent edge, for approximately $4.3 billion.

The transaction is expected to close in mid-2022, subject to regulatory approvals and customary closing conditions.

Refer to Note 20.

Acquisitions and Divestitures to the audited consolidated financial statements, included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report for more information.

With Aptiv and Wind River’s synergistic technologies and decades of experience delivering safety critical systems, the Company believes this acquisition will accelerate the journey to a software-defined future of the automotive industry.

Our products increase vehicle connectivity, reduce driver distraction and enhance vehicle safety.

In 2021, the industry experienced a minimal increase in global production schedules which followed the unusually low 2020 production rates.

The lack of significant growth in 2021 was primarily due to the impacts of global supply chain disruptions, including the worldwide semiconductor supply shortage, and follows the significant decrease in vehicle production in 2020 which was driven by the adverse impacts of the COVID-19 pandemic.

As a result, 2021 global vehicle sales and production rates continue to be significantly below historic levels.

Compared to the unusually low 2020 production rates, vehicle production in 2021 increased by 2% in China, 1% in North America and 18% in South America, our smallest region, and decreased by 4% in Europe.

Examples of new and alternative technologies that

The transaction is expected to close in mid-2022, subject to regulatory approvals and

customary closing conditions.

As a result of our substantial investments and strategic partnerships, we believe we are well-aligned with industry technology trends that will result in sustainable future growth in these evolving areas.

| Daimler AG | | | 4% | | |

(1)On January 16, 2021, Fiat Chrysler Automobiles N.V. (“FCA”) and PSA Peugeot Citroën (“PSA”) PSA executed a merger agreement to form a new, combined company, Stellantis.

Net sales to FCA and PSA before the date of the merger are included in net sales to Stellantis in the table above for the year ended December 31, 2021.

Additionally, one of our largest customers, GM, expressly reserves a right to terminate for competitiveness on certain of our long-term supply contracts.

These

Aptiv is focused and intentional about building winning capabilities by empowering and supporting our people with their career development, establishing an inclusive culture that encourages open dialogue and feedback and attracting diverse and high-performing talent.

The engagement and retention of highly qualified and diverse talent is critical to Aptiv’s continued success.

We provide our employees internal job opportunities, global rotations and stretch assignments so they may grow their careers based on their demonstrated performance and aligned to our mission, culture and values.

Our succession plans align with our development initiatives, such as advancing diversity candidates in leadership and in engineering and manufacturing functions.

Furthermore, we recognize the importance of mentorship and the part it plays in personal and professional growth and we have several mentoring programs in effect around the globe.

We have established a process of recurring talent reviews, focused on development and execution of specific development action plans.

Based on where our managers are in their leadership career, Aptiv has established leadership programs to give them the tools to be an effective leader today and prepare them for the next challenge.

Our Leadership Development Program provides a holistic approach that develops business acumen and

Our Leadership Foundations program is designed to help newly hired or promoted managers understand the Aptiv way of leading people.

Our culture embodies distinct values and behaviors that unite Aptiv’s diverse workforce and inform how we select, promote and reward our people.

Together, we thrive in a culture of innovation and execution.

We see our business culture as a distinct advantage and look to magnify its strengths to drive operational performance and employee engagement.

Our culture and values complement our purpose and strategy by ensuring that we remain focused and diligent in delivering on our highest priority goals.

Through various manager and employee surveys, forums and targeted workshops, we continue to gather employee feedback that enables us to implement what we believe are the right actions to advance our culture and values.

We prioritize the health and safety of all our employees.

In addition, our lost workday case rate per 100 employees was 0.027 for the years ended December 31, 2021 and 2020.

Many of the safety protocol responses we implemented as a result of the COVID-19 pandemic remained in place in 2021 and are designed to make all of Aptiv’s sites safer, including extensive cleaning of our facilities, enhanced communications about safety protocols and building capacity limits, as well as daily health screenings for on-site employees and mandatory mask use when indoors as determined on a site-by-site basis.

Environmental Compliance

As of December 31, [removed: 2021,] [added: 2022,] the majority of claims asserted against Aptiv in Brazil relate to such litigation.

As of December 31, [removed: 2021,] [added: 2022,] claims totaling approximately [removed: $95] [added: $105] million (using December 31, [removed: 2021] [added: 2022] foreign currency rates) have been asserted against Aptiv in Brazil.

As of December 31, [removed: 2021,] [added: 2022,] the Company maintains accruals for these asserted claims of [removed: $20] [added: $5] million (using December 31, [removed: 2021] [added: 2022] foreign currency rates).

The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to [removed: $75] [added: $40] million.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: Dublin,] [added: 5 Hanover Quay, Grand Canal Dock, Dublin,] D02 VY79, Ireland

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $42,398,905,595] [added: $24,055,205,443] (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 shares outstanding, $0.01 par value per share as of [removed: January 28, 2022,] [added: February 3, 2023,] was [removed: 270,514,140.][added: 270,949,579.]

Portions of the registrant’s definitive Proxy Statement related to the [removed: 2022] [added: 2023] Annual General Meeting of Shareholders to be filed subsequently are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_16)] [added: [Business](#i7d6bae1deda74d31bd62193ccc6bb909_16)] | | | [removed: [4](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_16)] [added: [5](#i7d6bae1deda74d31bd62193ccc6bb909_16)] | | |

| Supplementary Item. | | | [Executive Officers of the [removed: Registrant](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_19)] [added: Registrant](#i7d6bae1deda74d31bd62193ccc6bb909_19)] | | | [removed: [13](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_19)] [added: [14](#i7d6bae1deda74d31bd62193ccc6bb909_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_22)] [added: Factors](#i7d6bae1deda74d31bd62193ccc6bb909_22)] | | | [removed: [15](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_22)] [added: [16](#i7d6bae1deda74d31bd62193ccc6bb909_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_25)] [added: Comments](#i7d6bae1deda74d31bd62193ccc6bb909_25)] | | | [removed: [27](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_25)] [added: [28](#i7d6bae1deda74d31bd62193ccc6bb909_25)] | | |

| Item 2. | | | [removed: [Properties](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_28)] [added: [Properties](#i7d6bae1deda74d31bd62193ccc6bb909_28)] | | | [removed: [27](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_28)] [added: [28](#i7d6bae1deda74d31bd62193ccc6bb909_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_31)] [added: Proceedings](#i7d6bae1deda74d31bd62193ccc6bb909_31)] | | | [removed: [28](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_31)] [added: [28](#i7d6bae1deda74d31bd62193ccc6bb909_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_34)] [added: Disclosures](#i7d6bae1deda74d31bd62193ccc6bb909_34)] | | | [removed: [28](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_34)] [added: [29](#i7d6bae1deda74d31bd62193ccc6bb909_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_43)] [added: Securities](#i7d6bae1deda74d31bd62193ccc6bb909_43)] | | | [removed: [29](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_43)] [added: [30](#i7d6bae1deda74d31bd62193ccc6bb909_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_46)] [added: [\[Reserved\]](#i7d6bae1deda74d31bd62193ccc6bb909_46)] | | | [removed: [30](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_46)] [added: [31](#i7d6bae1deda74d31bd62193ccc6bb909_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_49)] [added: Operations](#i7d6bae1deda74d31bd62193ccc6bb909_49)] | | | [removed: [30](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_49)] [added: [31](#i7d6bae1deda74d31bd62193ccc6bb909_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_76)] [added: Risk](#i7d6bae1deda74d31bd62193ccc6bb909_76)] | | | [removed: [58](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_76)] [added: [60](#i7d6bae1deda74d31bd62193ccc6bb909_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_79)] [added: Data](#i7d6bae1deda74d31bd62193ccc6bb909_79)] | | | [removed: [61](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_79)] [added: [62](#i7d6bae1deda74d31bd62193ccc6bb909_79)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_229)] [added: Disclosure](#i7d6bae1deda74d31bd62193ccc6bb909_220)] | | | [removed: [126](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_229)] [added: [133](#i7d6bae1deda74d31bd62193ccc6bb909_220)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_232)] [added: Procedures](#i7d6bae1deda74d31bd62193ccc6bb909_223)] | | | [removed: [126](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_232)] [added: [133](#i7d6bae1deda74d31bd62193ccc6bb909_223)] | | |

| Item 9B. | | | [Other [removed: Information](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_235)] [added: Information](#i7d6bae1deda74d31bd62193ccc6bb909_226)] | | | [removed: [126](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_235)] [added: [133](#i7d6bae1deda74d31bd62193ccc6bb909_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_241)] [added: Governance](#i7d6bae1deda74d31bd62193ccc6bb909_232)] | | | [removed: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_241)] [added: [134](#i7d6bae1deda74d31bd62193ccc6bb909_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_244)] [added: Compensation](#i7d6bae1deda74d31bd62193ccc6bb909_235)] | | | [removed: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_244)] [added: [134](#i7d6bae1deda74d31bd62193ccc6bb909_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_247)] [added: Matters](#i7d6bae1deda74d31bd62193ccc6bb909_238)] | | | [removed: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_247)] [added: [134](#i7d6bae1deda74d31bd62193ccc6bb909_238)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_250)] [added: Independence](#i7d6bae1deda74d31bd62193ccc6bb909_241)] | | | [removed: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_250)] [added: [134](#i7d6bae1deda74d31bd62193ccc6bb909_241)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_253)] [added: Services](#i7d6bae1deda74d31bd62193ccc6bb909_244)] | | | [removed: [127](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_253)] [added: [134](#i7d6bae1deda74d31bd62193ccc6bb909_244)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_259)] [added: Schedules](#i7d6bae1deda74d31bd62193ccc6bb909_250)] | | | [removed: [128](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_259)] [added: [135](#i7d6bae1deda74d31bd62193ccc6bb909_250)] | | |

[removed: This Annual Report on Form 10-K, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance including the potential impact of the proposed acquisition of Wind River Systems, Inc.] 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 actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements.

Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; [added: global inflationary pressures;] uncertainties posed by the COVID-19 pandemic and the difficulty in predicting its future course and its impact on the global economy and the Company’s future operations; [added: uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country;] fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products, including the [removed: current] [added: ongoing] semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or 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.


| 2.396% Senior Notes due 2025 | | | | | | APTV | | | | | | New York Stock Exchange | | |

| 3.250% Senior Notes due 2032 | | | | | | APTV | | | | | | New York Stock Exchange | | |

| 4.150% Senior Notes due 2052 | | | | | | APTV | | | | | | New York Stock Exchange | | |

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 reflect 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 during the relevant recovery period pursuant to §240.10D-1(b).

This Annual Report on Form 10-K, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance.

5 Hanover Quay

Grand Canal Dock

As of December 31, [removed: 2021,] [added: 2022,] we owned or leased [removed: 127] [added: 131] major manufacturing sites and [removed: 12] [added: 11] major technical centers.

We have a presence in [removed: 46] [added: 48] countries.

| Signal and Power Solutions | | | [removed: 44] [added: 45] | | | | | | [removed: 35] [added: 37] | | | | | | [removed: 32] [added: 33] | | | | | | 5 | | | | | | [removed: 116] [added: 120] | | |

In addition to these manufacturing sites, we had [removed: 12] [added: 11] major technical centers: [removed: five] [added: four] in North America; two in Europe, Middle East and Africa; and five in Asia Pacific.

Of our [removed: 127] [added: 131] major manufacturing sites and [removed: 12] [added: 11] major technical centers, which include facilities owned or leased by our consolidated subsidiaries, [removed: 62] [added: 65] are primarily owned and 77 are primarily leased.

| Total | | | 47 | | | | | | 42 | | | | | | 37 | | | | | | 5 | | | | | | 131 | | |

| Total | | | 46 | | | | | | 40 | | | | | | 36 | | | | | | 5 | | | | | | 127 | | |

As of [removed: January 28, 2022,] [added: February 3, 2023,] there were 2 shareholders of record of our ordinary shares.

The following graph reflects the comparative changes in the value from December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021,] [added: 2022,] 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.

[removed: ][added: ]

* $100 invested on December 31, [removed: 2016] [added: 2017] in our stock or in the relevant index, including reinvestment of dividends.

Fiscal year ended December 31, [removed: 2021.][added: 2022.]

(3)Automotive Peer Group – Adient Plc, American Axle & Manufacturing Holdings Inc, Aptiv PLC, [removed: Arcimoto Inc, Blink Charging Co,] Borgwarner Inc, [removed: Canoo Inc, Carparts.Com Inc, Cooper-standard] [added: Cooper-Standard] Holdings Inc, Dana Inc, Dorman Products Inc, [removed: Driven Brands Holdings Inc, Fisker Inc,] Ford Motor Co, General Motors Co, Gentex Corp, Gentherm Inc, Genuine Parts Co, Goodyear Tire & Rubber Co, Lear Corp, Lkq Corp, [removed: Lordstown Motors Corp, Monro Inc,] Motorcar Parts Of America Inc, [removed: Quantumscape Corp, Rivian Automotive Inc, Romeo Power Inc,] Standard Motor Products Inc, Stoneridge Inc, [removed: Tenneco Inc,] Tesla Inc, Visteon [removed: Corp, XL Fleet Corp, Xpel Inc.][added: Corp]

| Company Index | | | | | | | | | | | | December 31, [removed: 2016] [added: 2017] | | | | | | December 31, [removed: 2017] [added: 2018] | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Equity compensation plans approved by security holders | | | | | | [removed: 1,717,469] [added: 1,566,458] | | | (1) | | | | | | $ | — | | (2) | | | | | | [removed: 13,358,541] [added: 12,742,596] | | | (3) | | |

(1)Includes (a) [removed: 17,589] [added: 23,387] outstanding restricted stock units granted to our Board of Directors and (b) [removed: 1,699,880] [added: 1,543,071] outstanding time- and performance-based restricted stock units granted to our employees.

There were no repurchases of equity securities during the quarter ended December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] approximately $2,013 million remained available for repurchases pursuant to these programs.

The Company’s ordinary shares are publicly traded on the New York Stock Exchange under the symbol “APTV.”

(1)Aptiv PLC

| Aptiv PLC (1) | | | | | | | | | | | | $ | 100.00 | | | | | $ | 73.29 | | | | | $ | 114.25 | | | | | $ | 157.12 | | | | | $ | 198.92 | | | | | $ | 112.31 | |

| S&P 500 (2) | | | | | | | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| Automotive Peer Group (3) | | | | | | | | | | | | 100.00 | | | | | | 76.47 | | | | | | 94.74 | | | | | | 188.76 | | | | | | 284.00 | | | | | | 141.98 | | |

| Total | | | | | | 1,566,458 | | | | | | | | | $ | — | | | | | | | | 12,742,596 | | | | | |

Our ordinary shares have been publicly traded since November 17, 2011 when our ordinary shares were listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “DLPH.” On December 4, 2017, following the spin-off of Delphi Technologies, the Company changed its name to Aptiv PLC and its NYSE symbol to “APTV.”

Historical share prices of our ordinary shares have been adjusted to reflect the separation of Delphi Technologies.

(1)Aptiv PLC, adjusted for the distribution of Delphi Technologies on December 4, 2017

| Aptiv PLC (1) | | | | | | | | | | | | $ | 100.00 | | | | | $ | 152.79 | | | | | $ | 111.99 | | | | | $ | 174.56 | | | | | $ | 240.06 | | | | | $ | 303.92 | |

| S&P 500 (2) | | | | | | | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| Automotive Peer Group (3) | | | | | | | | | | | | 100.00 | | | | | | 123.82 | | | | | | 99.44 | | | | | | 122.82 | | | | | | 394.17 | | | | | | 566.59 | | |

| Total | | | | | | 1,717,469 | | | | | | | | | — | | | | | | | | | 13,358,541 | | | | | |

We have audited the accompanying consolidated balance sheets of Aptiv PLC (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, [added: redeemable noncontrolling interest and] shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity 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 financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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 February [removed: 7, 2022] [added: 8, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Notes 2 and 14, the Company establishes reserves for uncertain tax positions for positions that are taken on their income tax returns that might not be sustained upon examination by the taxing authorities. At December 31, [removed: 2021,] [added: 2022,] the Company has recorded approximately $224 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 examination, and if so, a tax benefit is measured on a cumulative probability basis that is more likely than not to be realized upon the ultimate settlement. The Company identifies 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 subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs. | | |

| *Description 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 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 price at the time of shipment, and sales incentives, allowances and certain customer payments are recognized as a reduction to revenue at the time of the commitment to provide such incentives or make these payments. Certain other customer payments or upfront 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 recoverable. In these cases, the customer payment is capitalized and amortized to revenue based on the transfer of goods and services to the customer for which the upfront payment relates. As of December 31, [removed: 2021,] [added: 2022,] Aptiv has recorded [removed: $92] [added: $78] million related to these capitalized upfront payments. Auditing the accounting for and completeness of arrangements containing elements such as sales incentives, allowances and customer payments, including the appropriate timing and presentation of adjustments to revenue as well as costs to obtain a contract is judgmental due to the unique facts and circumstances involved in each revenue arrangement, as well as on-going commercial negotiations with customers. | | |

| *How We Addressed the Matter 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 [removed: the Company’s] [added: management’s] process to identify and evaluate customer contracts that contain sales incentives, allowances and customer payments that impact revenue recognition. Our audit procedures to test the completeness of the Company’s identification of such contracts included, among others, interviewing sales representatives who are responsible for negotiations with customers and testing cash payments [added: and credit memos issued] to customers. To test management’s assessment of customer contracts containing sales incentives, allowances and customer payments, our procedures 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. | | |

We have audited Aptiv PLC’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule and our report dated February [removed: 7, 2022] [added: 8, 2023] expressed an unqualified opinion thereon.

| | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | | | | | | | | | | | | | $ | [removed: 15,618] [added: 17,489] | | | | | $ | [removed: 13,066] [added: 15,618] | | | | | $ | [removed: 14,357] [added: 13,066] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 13,182] [added: 14,854] | | | | | | [removed: 11,126] [added: 13,182] | | | | | | [removed: 11,711] [added: 11,126] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 1,075] [added: 1,138] | | | | | | [removed: 976] [added: 1,075] | | | | | | [removed: 1,076] [added: 976] | | |

| Amortization | | | | | | | | | | | | | | | [removed: 148] [added: 149] | | | | | | [removed: 144] [added: 148] | | | | | | [removed: 146] [added: 144] | | |

| Restructuring (Note 10) | | | | | | | | | | | | | | | [removed: 24] [added: 85] | | | | | | [removed: 136] [added: 24] | | | | | | [removed: 148] [added: 136] | | |

| Gain on autonomous driving joint venture (Note 20) | | | | | | | | | | | | | | | — | | | | | | [removed: (1,434)] [added: —] | | | | | | [removed: —] [added: (1,434)] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 14,429] [added: 16,226] | | | | | | [removed: 10,948] [added: 14,429] | | | | | | [removed: 13,081] [added: 10,948] | | |

| Operating income | | | | | | | | | | | | | | | [removed: 1,189] [added: 1,263] | | | | | | [removed: 2,118] [added: 1,189] | | | | | | [removed: 1,276] [added: 2,118] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (150)] [added: (219)] | | | | | | [removed: (164)] [added: (150)] | | | | | | (164) | | |

| Other [removed: (expense) income,] [added: expense,] net (Note 19) | | | | | | | | | | | | | | | [removed: (129)] [added: (54)] | | | | | | [removed: —] [added: (129)] | | | | | | [removed: 14] [added: —] | | |

| Income before income taxes and equity [removed: (loss) income] [added: loss] | | | | | | | | | | | | | | | [removed: 910] [added: 990] | | | | | | [removed: 1,954] [added: 910] | | | | | | [removed: 1,126] [added: 1,954] | | |

| Income tax expense | | | | | | | | | | | | | | | [removed: (101)] [added: (121)] | | | | | | [removed: (49)] [added: (101)] | | | | | | [removed: (132)] [added: (49)] | | |

| Income before equity [removed: (loss) income] [added: loss] | | | | | | | | | | | | | | | [removed: 809] [added: 869] | | | | | | [removed: 1,905] [added: 809] | | | | | | [removed: 994] [added: 1,905] | | |

| Equity [removed: (loss) income,] [added: loss,] net of tax | | | | | | | | | | | | | | | [removed: (200)] [added: (279)] | | | | | | [removed: (83)] [added: (200)] | | | | | | [removed: 15] [added: (83)] | | |

| Net income | | | | | | | | | | | | | | | [removed: 609] [added: 590] | | | | | | [removed: 1,822] [added: 609] | | | | | | [removed: 1,009] [added: 1,822] | | |

| Net income attributable to noncontrolling interest | | | [added: —] | | | | | | | | | [added: —] | | | [removed: 19] | | | [added: —] | | | [removed: 18] | | | [added: —] | | | [added: | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |] 19 | | | [added: | | | 19 | | |]

| Net income attributable to Aptiv | | | | | | | | | | | | | | | [removed: 590] [added: 594] | | | | | | [removed: 1,804] [added: 590] | | | | | | [removed: 990] [added: 1,804] | | |

| Mandatory convertible preferred share dividends (Note 15) | | | | | | | | | | | | | | | (63) | | | | | | [removed: (35)] [added: (63)] | | | | | | [removed: —] [added: (35)] | | |

| Net income attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 527] [added: 531] | | | | | $ | [removed: 1,769] [added: 527] | | | | | $ | [removed: 990] [added: 1,769] | |

| Basic net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 1.95] [added: 1.96] | | | | | $ | [removed: 6.72] [added: 1.95] | | | | | $ | [removed: 3.85] [added: 6.72] | |

| Weighted average number of basic shares outstanding | | | | | | | | | | | | | | | [removed: 270.46] [added: 270.90] | | | | | | [removed: 263.43] [added: 270.46] | | | | | | [removed: 256.81] [added: 263.43] | | |

| Diluted net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 1.94] [added: 1.96] | | | | | $ | [removed: 6.66] [added: 1.94] | | | | | $ | [removed: 3.85] [added: 6.66] | |

| Weighted average number of diluted shares outstanding | | | | | | | | | | | | | | | [removed: 271.22] [added: 271.18] | | | | | | [removed: 270.70] [added: 271.22] | | | | | | [removed: 257.39] [added: 270.70] | | |

| | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | | | | | | | | | | | | | | | | $ | [removed: 609] [added: 590] | | | | | $ | [removed: 1,822] [added: 609] | | | | | $ | [removed: 1,009] [added: 1,822] | |

| Currency translation adjustments | | | | | | | | | | | | | | | | | | [removed: (143)] [added: (198)] | | | | | | [removed: 154] [added: (143)] | | | | | | [removed: (45)] [added: 154] | | |

| Net change in unrecognized [removed: (loss)] gain [added: (loss)] on derivative instruments, net of tax (Note 17) | | | | | | | | | | | | | | | | | | [removed: (57)] [added: 24] | | | | | | [removed: 27] [added: (57)] | | | | | | [removed: 56] [added: 27] | | |

| Employee benefit plans adjustment, net of tax (Note 12) | | | | | | | | | | | | | | | | | | [removed: 73] [added: 59] | | | | | | [removed: (5)] [added: 73] | | | | | | [removed: (30)] [added: (5)] | | |

| Other comprehensive (loss) income | | | | | | | | | | | | | | | | | | [removed: (127)] [added: (115)] | | | | | | [removed: 176] [added: (127)] | | | | | | [removed: (19)] [added: 176] | | |

| Comprehensive income | | | | | | | | | | | | | | | | | | [removed: 482] [added: 475] | | | | | | [removed: 1,998] [added: 482] | | | | | | [removed: 990] [added: 1,998] | | |

| | | | Acquisition of Wind River - Valuation of Intangible Assets | | |

| *Description of the Matter* | | | As described in Note 20, Aptiv completed the acquisition of Wind River Systems, Inc. (“Wind River”) on December 23, 2022, for total consideration of approximately $3.5 billion. The acquisition was accounted for as a business combination and, as such, the Company measured the assets acquired and liabilities assumed at their acquisition-date fair values, including the estimated fair values of the technology-related and customer-based intangible assets of $750 million and $630 million, respectively. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Auditing the Company's valuation of technology-related and customer-based intangible assets was complex and required significant auditor judgment due to the high degree of subjectivity in evaluating certain assumptions required to estimate the fair value of these intangible assets. The fair value measurement was sensitive to underlying assumptions including discount rates, and management’s estimate of projected revenue growth rates and profit margins. These assumptions relate to the future performance of the acquired business, are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the valuation of the technology-related and customer-based intangible assets. This included testing controls over management’s review of the significant assumptions and other inputs used in the valuation of these intangible assets, and review of the valuation model. Our audit procedures to test the estimated fair value of the acquired technology-related and customer-based intangible assets included, among others, evaluating the Company's use of valuation methodologies, evaluating the prospective financial information and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We involved our valuation specialists to review the valuation model and assist in testing the significant assumptions used to value the technology-related and customer-based intangible assets. Our testing also included comparing significant management assumptions to current industry and market trends, historical results of the acquired business and to other relevant factors. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions. | | |

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Wind River Systems, Inc. or Intercable Automotive Solutions S.r.l, which are included in the 2022 consolidated financial statements of the Company and constituted 23% of total assets as of December 31, 2022 and less than 1% of net sales and net income for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Wind River Systems, Inc. or Intercable Automotive Solutions S.r.l.

February 8, 2023

| Net loss attributable to redeemable noncontrolling interest | | | | | | | | | | | | | | | (1) | | | | | | — | | | | | | — | | |

| Comprehensive income attributable to redeemable noncontrolling interest | | | | | | | | | | | | | | | | | | 1 | | | | | | — | | | | | | — | | |

| Redeemable noncontrolling interest (Note 2) | | | 96 | | | | | | — | | |

| Other charges related to Ukraine/Russia conflict | | | 54 | | | | | | — | | | | | | — | | |

| Reconciliation of cash, cash equivalents and restricted cash and cash classified as assets held for sale: | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents and restricted cash | | | $ | 1,531 | | | | | $ | 3,139 | | | | | $ | 2,853 | |

| Cash classified as assets held for sale | | | 24 | | | | | | — | | | | | | — | | |

| Total cash, cash equivalents and restricted cash | | | $ | 1,555 | | | | | $ | 3,139 | | | | | $ | 2,853 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2022 | | | $ | — | | | | | | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,939 | | | | | $ | 5,077 | | | | | $ | (672) | | | | | $ | 8,347 | | | | | $ | 214 | | | | | $ | 8,561 | |

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| Net loss attributable to noncontrolling interest | | | (1) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | (3) | | |

| Other comprehensive income attributable to noncontrolling interest | | | 2 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 2 | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquired redeemable noncontrolling interest (Note 20) | | | 95 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2022 | | | $ | 96 | | | | | | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,989 | | | | | $ | 5,608 | | | | | $ | (791) | | | | | $ | 8,809 | | | | | $ | 189 | | | | | $ | 8,998 | |

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February 7, 2022

February 7, 2022

| Restricted cash | | | — | | | | | | 32 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Balance at January 1, 2019 | | | 260 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 1,639 | | | | | $ | 2,511 | | | | | $ | (694) | | | | | $ | 3,459 | | | | | $ | 211 | | | | | $ | 3,670 | |

| Dividends on ordinary shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | (229) | | | | | | — | | | | | | (226) | | | | | | — | | | | | | (226) | | |

| Repurchase of ordinary shares | | | (5) | | | | | | — | | | | | | — | | | | | | — | | | | | | (29) | | | | | | (391) | | | | | | — | | | | | | (420) | | | | | | — | | | | | | (420) | | |

| Adjustment for recently adopted accounting pronouncements | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | | | (9) | | | | | | — | | | | | | — | | | | | | — | | |

| Balance at December 31, 2019 | | | 255 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 1,645 | | | | | $ | 2,890 | | | | | $ | (719) | | | | | $ | 3,819 | | | | | $ | 192 | | | | | $ | 4,011 | |

On December 4, 2017, following the spin-off of Delphi Technologies, the Company changed its name to Aptiv PLC and its NYSE symbol to “APTV.”

price reductions, some of which are conditional upon achieving certain joint cost saving targets.

Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis.

Restricted cash—Restricted cash includes balances on deposit at financial institutions that have issued letters of credit in favor of Aptiv and cash deposited into escrow accounts.

Fair Value of Financial Instruments for further information regarding amounts previously deposited into an escrow account.

reconciliation, payment confirmation and dispute resolution.

The right-of-use asset represents the lessee’s right to use a specified asset for the

In determining the provision for income taxes for financial

Environmental liabilities—Environmental remediation liabilities are recognized when a loss is probable and can be reasonably estimated.

Such liabilities generally are not subject to insurance coverage.

The cost of each environmental remediation is estimated by engineering, financial, and legal specialists based on current law and considers the estimated cost of investigation and remediation required and the likelihood that, where applicable, other responsible parties will be able to fulfill their commitments.

The process of estimating environmental remediation liabilities is complex and dependent primarily on the nature and extent of historical information and physical data relating to a contaminated site, the complexity of the site, the uncertainty as to what remediation and technology will be required, and the outcome of discussions with regulatory agencies and, if applicable, other responsible parties at multi-party sites.

In future periods, new laws or regulations, advances in remediation technologies and additional information about the ultimate remediation methodology to be used could significantly change estimates by Aptiv.

Commitments and Contingencies for additional information.

Asset retirement obligations—Asset retirement obligations are recognized in accordance with FASB ASC 410, *Asset Retirement and Environmental Obligations*.

Conditional retirement obligations have been identified primarily related to asbestos abatement at certain sites.

To a lesser extent, conditional retirement obligations also exist at certain sites related to the removal of storage tanks and disposal costs.

Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2021.][added: 2022.]

Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on the framework set forth 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 financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Ernst & Young LLP has issued an attestation report which is included herein as the Report of Independent Registered Public Accounting Firm under the section headed Financial Statements and Supplementary Data for the year ended December 31, [removed: 2021.][added: 2022.]

There were no material changes in the Company’s internal control over financial reporting, identified in connection with management’s evaluation of internal control over financial reporting, that occurred during the quarter and year ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Due to the timing of each respective acquisition during the fourth quarter of 2022, the Company has excluded the acquired operations of Wind River Systems, Inc. (“Wind River”) and Intercable Automotive S.r.l.

(“Intercable Automotive”) from its assessment of the effectiveness of the Company’s internal controls over financial reporting.

Wind River and Intercable Automotive represented approximately 23% of the Company’s assets as of December 31, 2022 and less than 1% of net sales and net income for the year ended December 31, 2022.

The Company is integrating Wind River and Intercable Automotive into the Company’s operations, compliance programs and internal control processes.

Specifically, as permitted by SEC rules and regulations, the Company has excluded Wind River and Intercable Automotive from management’s evaluation of internal controls over financial reporting as of December 31, 2022.

The information called for by Item 10, as to the audit committee and the audit committee financial expert, is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company’s [removed: 2022] [added: 2023] Annual General Meeting of Shareholders (the “Proxy Statement”) under the headings “Board Practices” and “Board Committees.” The information called for by Item 10, as to executive officers, is set forth under Executive Officers of the Registrant in the Supplementary Item in Part I of this Annual Report on Form 10-K.

Information as of December 31, [removed: 2021] [added: 2022] about the Company’s ordinary shares that may be issued under all of its equity compensation plans is set forth in Part II Item 5 of this Annual Report on Form 10-K.

| — Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [61](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_82)] [added: [62](#i7d6bae1deda74d31bd62193ccc6bb909_82)] | | |

| — Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [64](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_85)] [added: [67](#i7d6bae1deda74d31bd62193ccc6bb909_85)] | | |

| — Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [65](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_88)] [added: [68](#i7d6bae1deda74d31bd62193ccc6bb909_88)] | | |

| — Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [66](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_91)] [added: [69](#i7d6bae1deda74d31bd62193ccc6bb909_91)] | | |

| — Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [67](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_97)] [added: [70](#i7d6bae1deda74d31bd62193ccc6bb909_97)] | | |

| — Consolidated Statements of [added: Redeemable Noncontrolling Interest and] Shareholders’ Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [68](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_103)] [added: [72](#i7d6bae1deda74d31bd62193ccc6bb909_103)] | | |

| — Notes to Consolidated Financial Statements | | | [removed: [70](#i5ec3aabfaa534f9c8fa2d2a5b7677d19_106)] [added: [74](#i7d6bae1deda74d31bd62193ccc6bb909_106)] | | |

| Allowance for doubtful accounts | | | $ | [removed: 38] [added: 37] | | | | | $ | [removed: 9] [added: 27] | | | | | $ | [removed: (10)] [added: (12)] | | | | | $ | — | | | | | $ | [removed: 37] [added: 52] | |

| 4.7 | | | | | | [Sixth Supplemental Indenture, dated as of November 23, 2021, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC [removed: on](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm) [November](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm) [](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[23](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[21](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)[)](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)] [added: on November 23, 2021)](https://www.sec.gov/Archives/edgar/data/1521332/000095010321018243/dp162045_ex0402.htm)] | | |

| 4.8 | | | | | | [Seventh Supplemental Indenture, dated as of December [removed: 2](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)[7](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)[,] [added: 27,] 2021, among Aptiv [removed: PLC,](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm) [Ap](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)[tiv] [added: PLC, Aptiv] Global Financing [removed: Limited,](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm) [the] [added: Limited, the] guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex48.htm)] [added: Agent*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex48.htm)] | | |

| 4.9 | | | | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex49.htm)] [added: 1934*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex49.htm)] | | |

| 10.10 | | | | | | [Aptiv PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63)[’](http://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63)[s] Proxy Statement dated March 9, 2015)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63) | | |

| 10.13 | | | | | | [Form of Allocation Letter for Executives, effective [removed: 2019(](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)[8](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)] [added: 2019(8)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)] | | |

| 10.14 | | | | | | [Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, [removed: 2021)(1](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)] [added: 2021)(](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)[9](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)] | | |

| [removed: 10.15] [added: 10.17] | | | | | | [Offer letter for [removed: Mariya Trickett,] [added: Katherine H. Ramundo,] dated [removed: June 20, 2018 (](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)[9](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133220000031/aptvq12020ex102.htm)] [added: December 12, 2020(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex104.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex211.htm)] [added: Registrant*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex211.htm)] | | |

| 22 | | | | | | [List of Guarantor [removed: Subsidiaries*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptvq42021ex22.htm)] [added: Subsidiaries*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptvq42022ex22.htm)] | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex231.htm)] [added: LLP*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex231.htm)] | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive [removed: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex311.htm)] [added: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex311.htm)] | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial [removed: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex312.htm)] [added: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex312.htm)] | | |

| 32.1 | | | | | | [Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex321.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex321.htm)] | | |

| 32.2 | | | | | | [Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000010/aptv2021ex322.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex322.htm)] | | |

[removed: (9)] [added: (10)] Filed with Form 10-Q for the period ended March 31, [removed: 2020] [added: 2022] on May 5, [removed: 2020] [added: 2022] and incorporated herein by reference.

[removed: (10)] [added: (9)] Filed with Form 10-Q for the period ended June 30, 2021 on August 5, 2021 and incorporated herein by reference.

Dated: February [removed: 7, 2022][added: 8, 2023]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February [removed: 7, 2022,] [added: 8, 2023,] by the following persons on behalf of the registrant and in the capacities indicated:

| /s/ Kevin P. Clark | | | | | | [removed: President,] [added: Chairman and] Chief Executive Officer [removed: and Director] (Principal Executive Officer) | | |

| December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 766 | | | | | $ | 57 | | | | | $ | (83) | | | | | $ | 16 | | | | | $ | 756 | |

| 4.10 | | | | | | [Eighth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on February 18, 2022)](https://www.sec.gov/Archives/edgar/data/1521332/000119312522046121/d254063dex42.htm) | | |

| 4.11 | | | | | | [Ninth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of the Company filed with the SEC on February 18, 2022)](https://www.sec.gov/Archives/edgar/data/1521332/000119312522046121/d254063dex43.htm) | | |

| 10.15 | | | | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex101.htm) | | |

| 10.16 | | | | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex102.htm) | | |

| 10.18 | | | | | | [Offer letter for William T. Presley, dated December 15, 2022*+](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm) | | |

| 23.2 | | | | | | [Consent of Ernst & Young LLP, Independent Auditors of Motional AD LLC , dated February 7, 2023*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex232.htm) | | |

| 99.1 | | | | | | [Audited Consolidated Financial Statements of Motional AD LLC as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/ex991motional2022report.htm) | | |

| December 31, 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 1,178 | | | | | $ | 35 | | | | | $ | (137) | | | | | $ | (1) | | | | | $ | 1,075 | |

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| /s/ Rajiv L. Gupta | | | | | | Chairman of the Board of Directors | | |

| Rajiv L. Gupta | | | | | | | | |

| /s/ Nicholas M. Donofrio | | | | | | Director | | |

| Nicholas M. Donofrio | | | | | | | | |