Aptiv (APTV) 10-K risk factor changes: FY2023 vs FY2022

Such disruptions could be caused by any one of a myriad of potential problems, such as closures of one of our or our suppliers’ plants or critical manufacturing lines due to strikes, mechanical breakdowns or failures, electrical outages, fires, [removed: explosions or] [added: explosions,] political upheaval, [added: terrorism or war, material shortages,] as well as logistical complications due to weather, global climate change, volcanic eruptions, or other natural or nuclear disasters, delayed customs processing, the spread of an infectious disease, virus or other widespread illness and more.

Due to various factors that are beyond our control, there [removed: are currently] [added: have been] global supply chain [removed: disruptions,] [added: disruptions at times during recent years,] including a worldwide semiconductor supply shortage.

The semiconductor supply [removed: shortage, due in part to increased demand across multiple industries, is impacting] [added: shortage impacted] production in automotive and other industries.

We, along with most automotive component manufacturers that use semiconductors, have [removed: been] [added: suffered interruptions in our production and were] unable to fully meet the vehicle production demands of OEMs [added: at times over the last several years] because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events [removed: in the southwestern United States,] and other extraordinary events.

Although we [removed: are working] [added: work] closely with suppliers and customers to minimize any [removed: potential adverse impacts of these events,] [added: supply disruptions,] some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs.

We will continue to actively monitor [removed: all direct and indirect potential impacts of these] [added: our global] supply chain [removed: disruptions,] and will seek to aggressively mitigate and minimize [removed: their] [added: the] impact [added: of any future disruptions] on our business.

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 [added: both] December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[removed: The direct adverse impacts of] [added: For example,] the COVID-19 pandemic [removed: on Aptiv, which primarily affected us in the first half of 2020, included] [added: caused] extended work [removed: stoppages and] [added: stoppages,] travel restrictions at our facilities and those of our customers and suppliers, decreases [added: and volatility] in consumer demand and vehicle production schedules, disruptions to our supply chain and other adverse global economic [removed: impacts, particularly those resulting from temporary governmental “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.][added: impacts.]

In [removed: 2021,] [added: 2023,] our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from [removed: the COVID-19 pandemic.][added: any public health crises.]

In addition, to the extent [removed: the factors indicated above] [added: such significant health crises may] adversely affect our business, financial condition, results of operations and cash flows, they may also have the effect of heightening many of the other risk factors in this section.

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

Global automotive vehicle production increased [removed: 5% (5%] [added: 9% (10%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from [removed: 2021] [added: 2022] to [removed: 2022,] [added: 2023,] reflecting increased vehicle production of [added: 13% in Europe,] 10% in [removed: North America, 3%] [added: China, 9%] in [removed: China] [added: North America] and [removed: 8%] [added: flat production] in South America, our smallest [removed: region, and a decrease of 1% in Europe.][added: region.]

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

As a result of changes impacting our customers, sales mix can shift which may have either favorable or unfavorable impacts on our revenues and would include shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer [removed: demand related to vehicle segment purchases and content penetration.]

If we do not continue to respond quickly and effectively to this evolutionary [removed: process] [added: process,] our results of operations could be adversely impacted.

If we are unable to deepen existing and develop additional customer relationships in the Asia Pacific region, or if we are unable to develop and introduce market-relevant advanced driver assistance or autonomous driving technologies, we may not only fail to realize expected rates of return on our existing investments, but we may incur losses on such investments and be unable to timely [removed: redeploy the invested capital to take advantage of other markets or product categories, potentially resulting in lost market share to our competitors.]

Certain of our businesses rely on relationships with collaborative partners and other third-parties for development of [removed: certain] products and potential products, and such collaborative partners or other third-parties could fail to perform sufficiently.

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 [added: 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 [removed: 39%] [added: 40%] of our total net sales for the year ended December 31, [removed: 2022.][added: 2023.]

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

[removed: Therefore, a significant decrease in demand for certain key models or group of related models sold by any of our major customers or the] ability of a manufacturer to re-source and discontinue purchasing from us, for a particular model or group of models, could have a material adverse effect on us.

[removed: Our results of operations, financial condition and cash flows could] be adversely affected if our third-party suppliers lack sufficient quality control or if there are significant changes in their financial or business condition.

Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by [removed: $73] [added: $104] million as of December 31, [removed: 2022.][added: 2023.]

Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled [removed: $344] [added: $405] million at December 31, [removed: 2022,] [added: 2023,] of which $18 million is included in accrued liabilities, [removed: $351] [added: $415] million is included in long-term liabilities and [removed: $25] [added: $28] million is included in long-term assets in our consolidated balance sheets.

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

Approximately [removed: 64%] [added: 65%] of our net revenue for the year ended December 31, [removed: 2022] [added: 2023] came from sales outside the U.S., which were primarily invoiced in currencies other than the U.S. dollar, and we expect net revenue from non-U.S. markets to continue to represent a significant portion of our net revenue.

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 64%] [added: 65%] of our net revenue came from sales outside the U.S. International operations are subject to certain risks inherent in doing business globally, including:

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

[removed: For instance,] [added: In response to] the [removed: conflict between Ukraine and Russia caused] [added: conflict,] the [removed: U.S.,] European Union [added: (“the E.U.”), the U.S.] and other nations [removed: to implement] [added: implemented] broad economic sanctions against Russia.

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, [removed: 2022] [added: 2023] and less than 1% of our net sales for the year ended December 31, [removed: 2022] [added: 2023] 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 [removed: 31%] [added: 34%] of our net sales for the year ended December 31, [removed: 2022.][added: 2023.]

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

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

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

Furthermore, if the [added: expected] benefits of an acquisition do not meet the expectations of investors or securities analysts, the market price of our ordinary shares prior to the closing of the acquisition may decline.

Our capabilities, as well as those of our customers, suppliers, partners and service providers, are crucial to [added: our] operations and [added: may] contain confidential personal information, business-related information or intellectual property.

While we continuously seek to expand and improve our information technology systems and maintain adequate disclosure controls and procedures, there can be no assurance that we can adequately anticipate all trends of the market, technology [removed: landscapes,] [added: landscapes] and threat landscapes, and there can be no assurance that such measures will prevent interruptions or security breaches that could adversely affect our business.

While we have environmental reserves of approximately [removed: $2] [added: $4] million at December 31, [removed: 2022] [added: 2023] for the cleanup of presently-known [added: environmental contamination conditions, it cannot be guaranteed that actual costs will not significantly exceed these reserves.]

Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory rates and changes in tax [removed: laws] [added: laws,] or their [removed: interpretation] [added: interpretation,] including [added: the Organisation for Economic Co-operation’s (“OECD”) Pillar Two Directive, and] changes related to tax holidays or tax incentives.

Changes in these guidelines are being contemplated at the local, national, regional (particularly in the European Union), and global levels (through organizations like the G20 and the [removed: Organisation for Economic Co-operation and Development).][added: OECD).]

Public health crises and other global health pandemics, epidemics and disease outbreaks and the measures taken in response thereto could adversely impact our business, financial condition, results of operations and cash flows.

A significant public health crisis, such as the COVID-19 pandemic, could adversely impact our business as well as those of our suppliers and customers.

Any future significant public health crisis could adversely impact the global economy, our industry and the overall demand for our products.

In addition, preventative or reactionary measures taken by governmental authorities may disrupt the ability of our employees, suppliers and other business partners to perform their respective functions and obligations relative to the conduct of our business.

Our ability to predict and respond to future changes resulting from potential health crises is uncertain as are the ultimate potential impacts on our business.

In 2022, certain of our operations in China were impacted by lockdowns imposed by governmental authorities to mitigate the spread of COVID-19, resulting in total indirect and direct adverse impacts to revenue of approximately $270 million during the year ended December 31, 2022.

The extent to which the COVID-19 pandemic or similar significant health crises will impact our business in the future is uncertain.

demand related to vehicle segment purchases and content penetration.

For example, while we have identified high voltage electrification systems as a key product market, certain of our OEM customers have recently announced delays in their electric vehicle investment strategies amidst reduced expectations for future consumer demand for these products, which could adversely impact the growth of this product market within our business.

redeploy the invested capital to take advantage of other markets or product categories, potentially resulting in lost market share to our competitors.

cash flows for portions of the years ended December 31, 2023, 2022 and 2021.

In addition, certain United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) represented employees at General Motors (“GM”), Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”) initiated labor strikes in September 2023, lasting more than six weeks in duration.

As GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2023.

Therefore, a significant decrease in demand for certain key models or group of related models sold by any of our major customers or the

Our results of operations, financial condition and cash flows could

In addition, certain UAW-represented employees at GM, Ford and Stellantis initiated labor strikes in September 2023, lasting more than six weeks in duration.

As GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2023.

For instance, the outbreak of armed conflicts in the Middle East beginning in October 2023 has created numerous uncertainties, including the risk that the conflicts spread to the broader region, and their impact on the global economy and supply chains.

In addition, the 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.

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

As a result of the conflict, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment charges of $11 million during the year ended December 31, 2023.

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

Effective January 1, 2024, the government of Mexico implemented a country-wide statutory minimum wage increase of 20%.

Additionally, the government of Mexico has indicated it may implement other labor reforms, such as a bill to shorten the work week from 48 to 40 hours.

While management has implemented measures to mitigate the impact of these labor reforms on our cost structure, we cannot predict the ultimate future impact on our business.

We face risks related to cybersecurity for both our infrastructure and products and any cybersecurity breach or failure of one or more key information technology systems, or those of third-parties with which we do business could have a material adverse impact on our business or reputation.

Additionally, some actors are using artificial intelligence technology to launch more automated, targeted and coordinated attacks which further heightens these risks.

Refer to Item 1C.

Cybersecurity of this Annual Report on Form 10-K for further information on the Company’s risk management, strategy and governance over cybersecurity matters.

interpretation of the law and assess us with additional taxes.

In addition, the recent and acute volatility among certain financial institutions in the U.S., have raised questions regarding the stability of the banking sector in the U.S. and, while such volatility has not adversely affected our operations, it has had an adverse impact on the equity and credit markets.

Any reoccurrence of these conditions has the potential to adversely impact consumer credit availability or the cost of borrowing, which in turn could adversely impact our business.

We anticipate these supply chain disruptions will persist in 2023.

The extent to which the COVID-19 pandemic, including its variants, and measures taken in response thereto impact our business, financial condition, results of operations and cash flows will depend on future developments, which are highly uncertain and difficult to predict.

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, negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets in 2020 with various adverse impacts continuing to date.

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

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.

Due to the continuing uncertainties of the COVID-19 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.

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

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 operations could reduce our sales and harm our profitability.

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.

For instance, our acquisition of Wind River, is subject to numerous risks and uncertainties, which may result in the failure to realize the expected benefits of the transaction.

We expect Wind River to become a foundational element of executing our business strategy as Wind River’s industry-leading software services are complementary to our existing portfolio of software solutions, advanced compute and smart architectures and we intend to establish Wind River as the cornerstone of our software strategy.

If we are not successful in establishing Wind River in this regard, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected.

If we

Digital technologies are increasingly crucial to our products and our business.

Any significant disruptions such as disruptions caused by cyber-attacks to our information technology capabilities, or those of third parties with which we do business, could adversely impact our business.

Similarly, as mobility becomes increasingly connected, electric and autonomous, vehicles increasingly depend on the proper functioning of their software and micro-electronics.

environmental contamination conditions, it cannot be guaranteed that actual costs will not significantly exceed these reserves.

reserves for uncertain tax benefits reflect the outcome of tax positions that are more likely than not to occur.

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the year ended December 31, [removed: 2022.][added: 2023.]

Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced [added: computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles.]

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

Our [removed: 2022] [added: 2023] performance reflects increasing global vehicle production and our solid execution despite [removed: continued global supply chain disruptions and] the global inflationary [removed: environment.][added: environment and North American OEM labor strikes.]

- Generating record new business awards of approximately [removed: $32] [added: $34] billion, based on expected volumes and prices, validating our industry leading portfolio of advanced technologies tied to the accelerating megatrends in our industry

- Delivering strong revenue growth over the prior [removed: year, represented by above-market sales growth of 11%] [added: year] despite adverse impacts from the [removed: global supply chain disruptions and COVID-19 pandemic][added: North American OEM labor strikes]

- Producing [removed: $1,263 million] [added: $1.6 billion] of operating income or [removed: $1,585 million] [added: $2.1 billion] of adjusted operating income and cash flow from operations of [removed: $1.3] [added: $1.9] billion, demonstrating strong operating execution in the face of [removed: ongoing] [added: the OEM labor] disruptions and [removed: significant] [added: continuing] material 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: 24%] [added: 27%] of our hourly workforce composed of contingent employees.

We are committed to creating value for our [removed: shareholders.][added: shareholders, including through the repurchase of shares.]

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

We believe we are well-aligned with industry technology trends that will [removed: result in] [added: help to support] sustainable future growth in this [removed: space,] [added: space] and have partnered with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.

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

Motional began testing fully driverless systems in 2020 and began testing a production-ready autonomous driving platform available for robotaxi providers, meal delivery providers, fleet operators and automotive manufacturers at prototype scale in 2022, with [removed: higher volume] [added: initial] production deployments [removed: anticipated] in [removed: late 2023.][added: the fourth quarter of 2023 and commercial launch planned in the first half of 2024.]

[removed: However, there] [added: 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 guidance for automated driving systems published by the U.S. Department of Transportation.

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

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

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

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

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 [added: in the second quarter of 2022] to exit our [removed: majority] [added: 51%] owned subsidiary in [removed: Russia in the second quarter of 2022.][added: Russia.]

As a result, the Company determined that this subsidiary, which [removed: is] [added: was] reported within the Signal and Power Solutions segment, [added: initially] met the held for sale criteria as of [removed: December 31,] [added: June 30,] 2022.

Consequently, [removed: for] [added: during] 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 [removed: value, which was recorded primarily within cost of sales in the consolidated statement of operations.][added: value.]

The remaining assets and [removed: liabilities, which are] [added: liabilities were] de minimis, [added: net of the appropriate valuation allowances, and] were [removed: reclassified to] [added: presented as] other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2022.

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

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, [removed: 2022] [added: 2023] and less than 1% of our net sales for the year ended December 31, [removed: 2022] [added: 2023] 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 [removed: 31%] [added: 34%] of our net sales for the year ended December 31, [removed: 2022.][added: 2023.]

These charges were [removed: primarily] recorded within cost of sales in the statement of operations.

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

*Global supply chain disruptions.* Due to various factors that are beyond our control, there [removed: are currently] [added: have been] global supply chain [removed: disruptions,] [added: disruptions at times during recent years,] including a worldwide semiconductor supply shortage.

The semiconductor supply [removed: shortage, due in part to increased demand across multiple industries, is impacting] [added: shortage impacted] production in automotive and other industries.

We, along with most automotive component manufacturers that use semiconductors, have [removed: been] [added: suffered interruptions in our production and were] unable to fully meet the vehicle production demands of OEMs [added: at times over the last several years] because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events [removed: in the southwestern United States,] and other extraordinary events.

Although we [removed: are working] [added: work] closely with suppliers and customers to minimize any [removed: potential adverse impacts of these events,] [added: supply disruptions,] some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs.

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

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 [added: both] December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Global automotive vehicle production increased [removed: 5% (5%] [added: 9% (10%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”) from [removed: 2021] [added: 2022] to [removed: 2022,] [added: 2023,] reflecting increased vehicle production of [added: 13% in Europe,] 10% in [removed: North America, 3%] [added: China, 9%] in [removed: China] [added: North America] and [removed: 8%] [added: flat production] in South America, our smallest [removed: region, and a decrease of 1% in Europe.][added: region.]

In [removed: 2022,] [added: 2023,] global inflationary pressures [added: have, at times,] both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our profitability and this trend [removed: is expected to] [added: may] continue in [removed: 2023.][added: 2024.]

Automotive production in China experienced growth of [removed: 3%] [added: 10%] in [removed: 2022,] [added: 2023,] which follows growth of [removed: 2%] [added: 3%] in [removed: 2021.][added: 2022.]

Despite the [added: market volatility and] moderation in the level of economic growth in China, rising income levels in China and other key growth markets are expected to result in stronger growth rates in these markets over the long-term.

Our business in China remains sensitive to economic and market conditions that impact automotive sales volumes in China, and may be affected if the pace of growth slows as the Chinese market matures or if there are reductions in vehicle demand in China, [removed: as have recently been experienced] [added: such] as [removed: a result of] [added: during] the COVID-19 pandemic and related governmental [removed: lockdowns.][added: lockdowns in 2022.]

We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems [removed: to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane]

[added: to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane] departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles.

- Opportunistically paying off the outstanding principal balance of $301 million on the Tranche A Term Loan, Aptiv’s only variable rate borrowing

◦Reducing our weighted average interest rate on total borrowings to 3.15%.

◦Increasing commercial traction, including a new business award that leverages the software product offerings of Wind River Systems, Inc. (“Wind River”) integrated with Aptiv’s full system solutions to optimize advanced driver assistance systems performance.

In 2023, we repurchased $398 million of ordinary shares.

Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy over the air and run and manage software at the vehicle edge.

We are also continuing to develop market-leading automated driving solutions such as automated driving software, key active safety sensing and compute technologies capable of supporting safety-critical applications.

We believe that this strong, foundational focus on sustainability makes Aptiv a partner of choice

On September 15, 2023, several of our largest customers’ collective bargaining agreements with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”), expired and the UAW subsequently went on strike against General Motors (“GM”), Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”) in the United States (the “U.S.”), causing work stoppages at certain of these customers’ vehicle production and parts distribution facilities, which lasted approximately six weeks.

Aptiv’s estimated total indirect and direct adverse impacts of these labor strikes to revenue during the year ended December 31, 2023 were approximately $180 million.

Refer to Part I, Item 1A.

Risk Factors for further discussion of the risks related to significant disruptions at our or our customers’ manufacturing facilities.

On May 30, 2023, the Company completed the sale of its entire interest in the Russian subsidiary to JSC Samara Cables Company, the sole minority shareholder in the Russian subsidiary, for a nominal amount in exchange for all of the Company’s shares in the subsidiary.

The Company did not record any incremental gain or loss resulting from this disposition.

As a result of the conflict, the Company ceased using certain long-lived assets in Ukraine and consequently recorded non-cash impairment charges of $11 million during the year ended December 31, 2023.

While we have identified high voltage electrification systems as a key product market, certain of our OEM customers have recently announced delays in their electric vehicle investment strategies amidst reduced expectations for future consumer demand for these products.

For instance, effective January 1, 2024, the government of Mexico implemented a country-wide statutory minimum wage increase of 20%.

Additionally, the government of Mexico has indicated it may implement other labor reforms, such as a bill to shorten the work week from 48 to 40 hours.

While management has implemented measures to mitigate the impact of these labor reforms on our cost structure, we cannot predict the ultimate future impact on our business.

The outbreak of armed conflicts in the Middle East beginning in October 2023 has created numerous uncertainties, including the risk that the conflicts spread to the broader region, and their impact on the global economy and supply chains.

Our net sales were also impacted by increased sales of approximately $634 million as a result of the acquisitions of Wind River and Intercable Automotive Solutions S.r.l.

(“Intercable Automotive”) in late-2022.

For instance, the

| Restructuring | | | | | | | | | | | | | | | | | | | | | 211 | | | | | | 85 | | | | | | (126) | | |

| Total net sales | | | $ | 20,051 | | | | | $ | 17,489 | | | | | $ | 2,562 | | | | | | | | $ | 2,114 | | | | | $ | (118) | | | | | $ | (68) | | | | | $ | 634 | | | | | $ | 2,562 | |

| Cost of sales | | | $ | 16,612 | | | | | $ | 14,854 | | | | | $ | (1,758) | | | | | | | | $ | (1,263) | | | | | $ | (13) | | | | | $ | (91) | | | | | $ | (391) | | | | | $ | (1,758) | |

| Gross margin | | | $ | 3,439 | | | | | $ | 2,635 | | | | | $ | 804 | | | | | | | | $ | 851 | | | | | $ | (131) | | | | | $ | (91) | | | | | $ | 175 | | | | | $ | 804 | |

Our operational performance for the year ended December 31, 2023 includes approximately $365 million of increased costs for semiconductors and commodities, as well as approximately $110 million of decreased costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events.

- Increased incentive compensation costs of approximately $30 million; partially offset by

- $68 million of decreased commodity pass-through costs.

| | | | 2023 | | | | | | 2022 | | | | | | Favorable/ (unfavorable) | | |

In 2024, we expect to incur non-cash amortization charges of approximately $220 million.

| | | | 2023 | | | | | | 2022 | | | | | | Favorable/ (unfavorable) | | |

| Restructuring | | | $ | 211 | | | | | $ | 85 | | | | | $ | (126) | |

The Company recorded employee-related and other restructuring charges totaling approximately $211 million during the year ended December 31, 2023, of which $68 million was recognized for a program initiated in the fourth quarter of 2023 focused on global salaried headcount reduction, primarily in the North American and European regions.

We expect to recognize additional charges of approximately $75 million related to this program in 2024.

Cash payments related to this restructuring action are expected to be principally completed in 2024.

The charges recorded during the year ended December 31, 2023 also included the recognition of approximately $27 million of employee-related and other costs related to the initiation of the closure of a Western European manufacturing site within the Advanced Safety and User Experience segment pursuant to the Company’s ongoing European footprint rotation strategy.

Cash payments related to this restructuring action are expected to be principally completed in 2024.

| | | | 2023 | | | | | | 2022 | | | | | | Favorable/ (unfavorable) | | |

| | | | 2023 | | | | | | 2022 | | | | | | Favorable/ (unfavorable) | | |

computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles.

◦Advancing our software capabilities with the acquisition of Wind River Systems, Inc. (“Wind River”), a global leader in delivering software for the intelligent edge;

◦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

Wind River is a global leader in delivering software for the intelligent edge.

Previously, in 2021, we executed a strategic collaboration agreement with Wind River to develop a software toolchain for various automotive applications.

We are also continuing to invest in the automated driving space, and have continued to develop market-leading automated driving platform solutions such as automated driving software, key active safety sensing technologies and our multi-domain controller, which fuses information from sensing systems as well as mapping and navigation data to make driving decisions.

Motional brings together one of the industry’s most innovative vehicle technology providers with one of the world’s largest OEMs.

We expect this partnership to accelerate the path towards the development of production-ready autonomous driving systems for commercialization in the new mobility space.

We believe that substantial strategic value will be created from our partnership with Hyundai through our commitment to a shared mission of making driverless vehicles a safe, reliable, and accessible reality.

Furthermore, we anticipate Motional’s presence in both North America and Asia, along with the global presence of both Aptiv and Hyundai, to generate economies of scale to support the development of a complete autonomous driving platform, as well as to facilitate mobility infrastructure advancements.

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.

Our focus

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

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.

In addition, in March 2022, Aptiv invested $220 million in TTTech Auto AG, a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications.

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

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.

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

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.

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.

*COVID-19 pandemic.* 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, negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets in 2020 with various adverse impacts continuing to date.

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 “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 2020.

In 2021, our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 pandemic.

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.

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.

Certain direct and indirect adverse impacts of the COVID-19 pandemic have persisted to date and are expected to continue in 2023, including the worldwide semiconductor supply shortage and global supply chain disruptions.

As a result, due to the continuing uncertainties surrounding of the COVID-19 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 also face an inherent business risk of exposure to commodity prices risks, and have historically offset our exposure, particularly to changes in the price of various non-ferrous [removed: metals used in our manufacturing operations, through fixed price purchase agreements, commodity swaps and option contracts.]

During the year ended December 31, [removed: 2022,] [added: 2023,] the foreign currency translation adjustment [removed: loss] [added: gain] of [removed: $198] [added: $30] million was primarily due to the impact of a [removed: strengthening] [added: weakening] U.S. dollar, which [removed: increased] [added: decreased] approximately [removed: 5%] [added: 15%] in relation to the [removed: Euro] [added: Mexican Peso] and [removed: 8%] [added: 3%] in relation to the [added: Euro, partially offset by an increase of approximately 2% in relation to the] Chinese Yuan Renminbi from December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately [removed: $446] [added: $507] million and [removed: $876] [added: $446] million, respectively.

The potential change in fair value for such financial instruments from a hypothetical 10% adverse change in quoted currency exchange rates would be a gain of approximately [removed: $17] [added: $23] million and [removed: a loss of approximately $34] [added: $17] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The potential change in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be a loss of approximately [removed: $6] [added: $9] million and [removed: a gain of approximately $43] [added: $6] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The net fair value of our contracts was a liability of [removed: $35] [added: $2] million and [removed: an asset of $34] [added: $35] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by [removed: $37] [added: $43] million and [removed: $36] [added: $37] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The Credit Agreement carries an interest rate, at our option, on [removed: Tranche A Term Loan borrowings of either (a) the ABR plus 0.105% per annum, or (b) LIBOR plus 1.105% per annum, and on] Revolving Credit Facility borrowings of either (a) the ABR plus 0.06% per annum, or (b) [removed: LIBOR] [added: SOFR] plus 1.06% per annum, each of which include an adjustment resulting from the Company having met the sustainability-linked targets for the [removed: 2021] [added: 2022] calendar year.

The interest rate period with respect to the [removed: LIBOR] [added: SOFR] interest rate option can be set at one-, three-, or six-months as selected by us in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly.

We may elect to change the selected interest rate option over the term of the [removed: credit facilities] [added: Revolving Credit Facility] in accordance with the provisions of the Credit Agreement.

[removed: The applicable interest rates listed above for the Revolving Credit Facility and the Tranche A Term Loan may increase or decrease from time to time in increments of 0.01% to 0.25%, up to a maximum of 0.50% based] on changes to our corporate credit ratings or based on whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety, as further discussed in Note 11.

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

metals used in our manufacturing operations, through fixed price purchase agreements, commodity swaps and option contracts.

As of December 31, 2023, we had no floating rate debt outstanding.

The applicable interest rates listed above for the Revolving Credit Facility may increase or decrease from time to time in increments of 0.01% to 0.20%, up to a maximum of 0.40% based

As of December 31, 2022, we had approximately $309 million of floating rate debt, related to the Credit Agreement.

The table below indicates interest rate sensitivity on interest expense to floating rate debt based on amounts outstanding as of December 31, 2022.

| | | | | | | | | |

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

| | | | | | | Credit Agreement | | |

| Change in Rate | | | | | | (impact to annual interest expense, in millions) | | |

| 25 bps decrease | | | | | | \- $1 | | |

| 25 bps increase | | | | | | +$1 | | |

We operate [removed: 131] [added: 138] major manufacturing facilities and 11 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries.

We have a presence in [removed: 48] [added: 50] countries and have approximately [removed: 22,000] [added: 22,200] scientists, engineers and technicians focused on developing market relevant product solutions for our customers.

- Signal and Power Solutions—This segment provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including engineered component products, connectors, wiring assemblies and harnesses, cable management, electrical centers and [removed: hybrid] high voltage [added: power] and [removed: safety] [added: safety-critical data] distribution systems.

Our products provide the [removed: critical] signal distribution and computing power backbone that supports increased vehicle content and electrification, reduced [removed: emissions and] [added: emissions,] higher fuel [removed: economy.][added: economy and off-vehicle connectivity.]

Our customer base includes the 25 largest automotive OEMs in the world, and in [removed: 2022, 30%] [added: 2023, 28%] of our net sales came from the Asia Pacific region, [added: which we have identified as a key market likely to experience substantial long-term growth.]

In addition, in [removed: 2022] [added: 2023] our products were found in [removed: 18] [added: 17] of the 20 top-selling vehicle models in the United States (“U.S.”), [removed: in 18] [added: 16] of the 20 top-selling vehicle models in Europe and [removed: in] 12 of the 20 top-selling vehicle models in China.

In [removed: 2022,] [added: 2023,] the industry experienced increased global customer sales and production schedules, despite [removed: the ongoing adverse impacts of] [added: various] global [removed: supply chain disruptions] [added: uncertainties] and [removed: increased] global inflationary pressures.

Global automotive vehicle production increased [removed: 5% (5%] [added: 9% (10%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from [removed: 2021] [added: 2022] to [removed: 2022,] [added: 2023,] reflecting increased vehicle production of [added: 13% in Europe,] 10% in [removed: North America, 3%] [added: China, 9%] in [removed: China] [added: North America] and [removed: 8%] [added: flat production] in South America, our smallest [removed: region, and a decrease of 1% in Europe.][added: region.]

In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through [removed: 2023] [added: 2024] and beyond.

[added: Board] approved [removed: new rules,] [added: rules in 2022,] which require that all new passenger cars and light trucks sold in California be electric vehicles or other emissions-free models by 2035.

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

Convergence of Safe, Green and Connected Solutions in New Mobility and Autonomous [removed: Driving][added: Driving Technologies]

Growth opportunities in this space result from increased content, additional computing power and software requirements, [added: solutions to simplify lifecycle management,] enhanced connectivity systems and increased electrification and interconnects.

We believe the complexity of these systems will also require ongoing software support services, as these vehicle systems will be continuously upgraded with new features and performance [removed: enhancements.][added: enhancements]

We believe we are well-aligned with industry technology trends that will [removed: result in] [added: help to support] sustainable future growth in this [removed: space,] [added: space] and [removed: have partnered] [added: are collaborating] with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.

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

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

Suppliers that can provide [removed: fully-engineered] [added: fully engineered] solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.

This segment provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including connectors, wiring assemblies and harnesses, cable management, electrical centers and [removed: hybrid] high voltage and [removed: safety] [added: safety-critical] distribution systems.

- High quality connectors are engineered primarily for use in [removed: the] automotive and related markets, [removed: but] [added: and] also have applications in the industrial, telematics, aerospace, defense and medical sectors.

- Electrical centers provide centralized electrical power and signal distribution and all of the associated circuit protection and switching devices, [removed: thereby optimizing] [added: needed to support] the [added: optimization of the] overall vehicle electrical system.

- Distribution systems, including [added: 48-volt] hybrid [added: and] high voltage systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation [removed: (which] [added: (this] product line makes up approximately [added: 42%,] 44% [added: and 42%] of our total revenue for the [removed: year ended December 31, 2022 and 42% for each of the] years ended December 31, [removed: 2021] [added: 2023, 2022] and [removed: 2020).][added: 2021, respectively).]

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

- [removed: The user experience portfolio] [added: User Experience] primarily enables in-cabin solutions around infotainment, driver interface and interior sensing solutions.

[removed: Furthermore, the rapidly evolving nature of the markets] in [removed: which we compete has attracted, and may continue to attract, new entrants, particularly in best cost countries such as China and in] areas of evolving vehicle technologies such as intelligent systems software, automated driving and mobility solutions, which has attracted competitors from outside the traditional automotive industry.

Although customer programs typically extend to future periods, and although there is an expectation that we will supply certain levels of OEM production during such future periods, customer agreements including applicable terms and conditions [removed: do not necessarily constitute firm orders.]

As of December 31, [removed: 2022,] [added: 2023,] we have not experienced any significant shortages of raw materials, however, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels.

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

However, [removed: in 2022,] we have negotiated, and will continue to [removed: negotiate,] [added: negotiate as necessary,] price increases with our customers in response to [added: global inflationary pressures and] the [added: aforementioned] global supply chain [removed: disruptions impacting the automotive industry.][added: disruptions.]

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 160,000] [added: 154,000] people; [removed: 32,000] [added: 31,000] salaried employees and [removed: 128,000] [added: 123,000] hourly employees.

In addition, we maintain a contingent workforce of approximately [removed: 42,000] [added: 47,000] to accommodate fluctuations in customer demand.

As of December 31, [removed: 2022] [added: 2023] our workforce is distributed as follows:

This dedication to employee growth and development was demonstrated by more than half of our management role openings being filled through internal promotions in [removed: 2022.][added: 2023.]

We manage succession planning as part of our [added: monthly] operating cadence and [removed: top] [added: senior executive] leadership succession plans are reviewed with the Board of Directors annually.

Our culture is based on a set of distinct values and behaviors that guide [removed: what we do and how we] [added: us to always] do [removed: it.][added: the right thing, the right way.]

[removed: In 2022, we hosted 16] [added: We routinely host] culture training workshops [removed: with 620 participants] to help newly appointed managers understand Aptiv’s values and behaviors to become better leaders.

Our management team actively [removed: receives] [added: utilizes] feedback at all levels [removed: in] [added: of] our organization [removed: and utilizes this feedback] to continually improve how we engage [added: with] our people and improve our operations.

At Aptiv, we value each individual’s perspective and [added: we] foster an environment of respect and inclusion.

Aptiv participates in, and sponsors, numerous outreach programs around the world, which seek to promote and recruit [removed: women] [added: talented] and diverse candidates into science, technology, engineering and mathematical (STEM) fields.

As of December 31, [removed: 2022,] [added: 2023,] the percentage of our global workforce represented by women was approximately [removed: 50%] [added: 49%] and the percentage of management represented by women was [removed: 24%.][added: 26%.]

Our ten largest platforms in 2023

were with six different OEMs.

For example, in the U.S., the Environmental Protection Agency (the “EPA”) proposed new rules in 2023 that could require as much as 67% of all light-duty vehicles and 46% of medium-duty vehicles sold in the U.S. by model year 2032 to be all-electric, and the California Air Resources

Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy over the air and run and manage software at the vehicle edge.

We are also continuing to develop market-leading automated driving solutions such as automated driving software, key active safety sensing and compute technologies capable of supporting safety-critical applications.

2022, with initial production deployments in the fourth quarter of 2023 and commercial launch planned in the first half of 2024.

Our products provide the signal distribution and computing power backbone that supports increased vehicle content and electrification, reduced emissions, higher fuel economy and off-vehicle connectivity.

- Smart Vehicle Compute and Software primarily consists of zone control and centralized computing platforms, as well as edge-to-cloud tools.

Furthermore, the rapidly evolving nature of the markets in which we compete has attracted, and may continue to attract, new entrants, particularly in best cost countries such as China and

| • Draexlmaier Group | | | | | |

| • Sumitomo Electric Industries | | | | | |

| • LG Electronics | | | | | |

Our ten largest customers accounted for approximately 54% of our total net sales for the year ended December 31, 2023, none of which individually exceeded 10%.

do not necessarily constitute firm orders.

These changes to the production environment were primarily driven by the global supply chain disruptions that impacted the automotive industry at times during 2023 and previous years.

Our people consistently complete formal leadership and management training to enhance their abilities.

Additionally, we conduct regular employee feedback surveys to ensure our employees have the opportunity to be heard and to measure engagement, which includes assessing each employee’s commitment to our company’s goals and the overall employee experience at Aptiv.

During 2023, 90% of our salaried employees responded to these surveys and our employee net promoter score increased by 8 points as compared to the previous cycle.

A key accomplishment in 2023 included achieving gender pay equity among comparable roles globally.

As of December 31, 2023, 80% of our sites are certified under this standard.

Aptiv has committed to the Science-Based Targets initiative (the “SBTi”) Business Ambition for 1.5℃ campaign, which requires greenhouse gas emissions to be net-zero across Aptiv’s value chain by 2050 at the latest.

Our target is to reach net-zero by 2040.

Aptiv’s targets were validated by the SBTi in November 2023.

- Reducing Scope 3 absolute CO2e emissions by 47% between the baseline year and 2030, and achieving 100% reduction by 2040;

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

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

Our ten largest platforms in 2022 were with seven different OEMs.

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

Wind River is a global leader in delivering software for the intelligent edge.

Previously, in 2021, we executed a strategic collaboration agreement with Wind River to develop a software toolchain for various automotive applications.

We are also continuing to invest in the automated driving space, and have continued to develop market-leading automated driving platform solutions such as automated driving software, key active safety sensing technologies and our multi-domain controller, which fuses information from sensing systems as well as mapping and navigation data to make driving decisions.

development and commercialization of autonomous driving technologies.

Motional brings together one of the industry’s most innovative vehicle technology providers with one of the world’s largest OEMs.

We expect this partnership to accelerate the path towards the development of production-ready autonomous driving systems for commercialization in the new mobility space.

We believe that substantial strategic value will be created from our partnership with Hyundai through our commitment to a shared mission of making driverless vehicles a safe, reliable and accessible reality.

Furthermore, we anticipate Motional’s presence in both North America and Asia, along with the global presence of both Aptiv and Hyundai, to generate economies of scale to support the development of a complete autonomous driving platform, as well as to facilitate mobility infrastructure advancements.

- Connectivity and security products primarily consists of solutions that provide body control, security and unlock vehicle data.

| | | | | | |

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

| • Draexlmaier Automotive | | | | | |

| • Sumitomo Corporation | | | | | |

| • Veoneer, Inc. | | | | | |

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

| Customer | | | Percentage of Net Sales | | |

| General Motors Company | | | 9% | | |

| Stellantis N.V. | | | 9% | | |

| Ford Motor Company | | | 8% | | |

| Volkswagen Group | | | 8% | | |

| Tesla, Inc. | | | 5% | | |

| Geely Automobile Holdings Limited | | | 5% | | |

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

| SAIC General Motors Corporation Limited | | | 3% | | |

| Bayerische Motoren Werke AG | | | 2% | | |

| Toyota Motor Corporation | | | 2% | | |

| Tata Motors Limited | | | 2% | | |

These changes to the production environment have been primarily driven by the worldwide semiconductor shortage.

efficient use of working capital.

In 2022, our people completed over 43,000 hours of leadership and management training.

Our Global Leadership Development Program develops business acumen and personal competencies, as well as the opportunity to learn and interact with peers from around the world.

During 2022, our employees used this system to complete approximately 421,000 individual training hours.

We have committed to becoming carbon-neutral in our global operations by 2030 and to achieve net carbon neutrality by 2040 as we transition away from carbon-intensive energy and processes in our global operations.

*Glen W.

From November 2017 to October 2019, he was also president of Aptiv’s Mobility and Services Group.

Mr. De Vos was previously vice president of Software and Services for Aptiv’s Advanced Safety and User Experience segment, located at the Company’s Silicon Valley Lab in Mountain View, California from 2016 to 2017.

Brazil Matters

Aptiv conducts 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 Aptiv believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances.

As of December 31, 2022, the majority of claims asserted against Aptiv in Brazil relate to such litigation.

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

As of December 31, 2022, claims totaling approximately $105 million (using December 31, 2022 foreign currency rates) have been asserted against Aptiv in Brazil.

As of December 31, 2022, the Company maintains accruals for these asserted claims of $5 million (using December 31, 2022 foreign currency rates).

The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters.

While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Aptiv’s results of operations could be materially affected.

The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to $40 million.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $24,055,205,443] [added: $28,792,327,747] (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 February [removed: 3, 2023,] [added: 2, 2024,] was [removed: 270,949,579.][added: 279,036,041.]

Portions of the registrant’s definitive Proxy Statement related to the [removed: 2023] [added: 2024] 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](#i7d6bae1deda74d31bd62193ccc6bb909_16)] [added: [Business](#i89ff989f3b91430985cf21641e23b648_16)] | | | [removed: [5](#i7d6bae1deda74d31bd62193ccc6bb909_16)] [added: [5](#i89ff989f3b91430985cf21641e23b648_16)] | | |

| Supplementary Item. | | | [Executive Officers of the [removed: Registrant](#i7d6bae1deda74d31bd62193ccc6bb909_19)] [added: Registrant](#i89ff989f3b91430985cf21641e23b648_19)] | | | [removed: [14](#i7d6bae1deda74d31bd62193ccc6bb909_19)] [added: [13](#i89ff989f3b91430985cf21641e23b648_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7d6bae1deda74d31bd62193ccc6bb909_22)] [added: Factors](#i89ff989f3b91430985cf21641e23b648_22)] | | | [removed: [16](#i7d6bae1deda74d31bd62193ccc6bb909_22)] [added: [15](#i89ff989f3b91430985cf21641e23b648_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7d6bae1deda74d31bd62193ccc6bb909_25)] [added: Comments](#i89ff989f3b91430985cf21641e23b648_25)] | | | [removed: [28](#i7d6bae1deda74d31bd62193ccc6bb909_25)] [added: [27](#i89ff989f3b91430985cf21641e23b648_25)] | | |

| Item 2. | | | [removed: [Properties](#i7d6bae1deda74d31bd62193ccc6bb909_28)] [added: [Properties](#i89ff989f3b91430985cf21641e23b648_28)] | | | [removed: [28](#i7d6bae1deda74d31bd62193ccc6bb909_28)] [added: [29](#i89ff989f3b91430985cf21641e23b648_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7d6bae1deda74d31bd62193ccc6bb909_31)] [added: Proceedings](#i89ff989f3b91430985cf21641e23b648_31)] | | | [removed: [28](#i7d6bae1deda74d31bd62193ccc6bb909_31)] [added: [29](#i89ff989f3b91430985cf21641e23b648_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7d6bae1deda74d31bd62193ccc6bb909_34)] [added: Disclosures](#i89ff989f3b91430985cf21641e23b648_34)] | | | [removed: [29](#i7d6bae1deda74d31bd62193ccc6bb909_34)] [added: [29](#i89ff989f3b91430985cf21641e23b648_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7d6bae1deda74d31bd62193ccc6bb909_43)] [added: Securities](#i89ff989f3b91430985cf21641e23b648_40)] | | | [removed: [30](#i7d6bae1deda74d31bd62193ccc6bb909_43)] [added: [30](#i89ff989f3b91430985cf21641e23b648_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i7d6bae1deda74d31bd62193ccc6bb909_46)] [added: [\[Reserved](#i89ff989f3b91430985cf21641e23b648_1099511629590)[\]](#i89ff989f3b91430985cf21641e23b648_1099511629590)] | | | [removed: [31](#i7d6bae1deda74d31bd62193ccc6bb909_46)] [added: [31](#i89ff989f3b91430985cf21641e23b648_1099511629590)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7d6bae1deda74d31bd62193ccc6bb909_49)] [added: Operations](#i89ff989f3b91430985cf21641e23b648_46)] | | | [removed: [31](#i7d6bae1deda74d31bd62193ccc6bb909_49)] [added: [31](#i89ff989f3b91430985cf21641e23b648_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7d6bae1deda74d31bd62193ccc6bb909_76)] [added: Risk](#i89ff989f3b91430985cf21641e23b648_70)] | | | [removed: [60](#i7d6bae1deda74d31bd62193ccc6bb909_76)] [added: [57](#i89ff989f3b91430985cf21641e23b648_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7d6bae1deda74d31bd62193ccc6bb909_79)] [added: Data](#i89ff989f3b91430985cf21641e23b648_73)] | | | [removed: [62](#i7d6bae1deda74d31bd62193ccc6bb909_79)] [added: [60](#i89ff989f3b91430985cf21641e23b648_73)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i7d6bae1deda74d31bd62193ccc6bb909_220)] [added: Disclosure](#i89ff989f3b91430985cf21641e23b648_196)] | | | [removed: [133](#i7d6bae1deda74d31bd62193ccc6bb909_220)] [added: [127](#i89ff989f3b91430985cf21641e23b648_196)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7d6bae1deda74d31bd62193ccc6bb909_223)] [added: Procedures](#i89ff989f3b91430985cf21641e23b648_199)] | | | [removed: [133](#i7d6bae1deda74d31bd62193ccc6bb909_223)] [added: [127](#i89ff989f3b91430985cf21641e23b648_199)] | | |

| Item 9B. | | | [Other [removed: Information](#i7d6bae1deda74d31bd62193ccc6bb909_226)] [added: Information](#i89ff989f3b91430985cf21641e23b648_202)] | | | [removed: [133](#i7d6bae1deda74d31bd62193ccc6bb909_226)] [added: [128](#i89ff989f3b91430985cf21641e23b648_202)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7d6bae1deda74d31bd62193ccc6bb909_232)] [added: Governance](#i89ff989f3b91430985cf21641e23b648_208)] | | | [removed: [134](#i7d6bae1deda74d31bd62193ccc6bb909_232)] [added: [129](#i89ff989f3b91430985cf21641e23b648_208)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7d6bae1deda74d31bd62193ccc6bb909_235)] [added: Compensation](#i89ff989f3b91430985cf21641e23b648_211)] | | | [removed: [134](#i7d6bae1deda74d31bd62193ccc6bb909_235)] [added: [129](#i89ff989f3b91430985cf21641e23b648_211)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7d6bae1deda74d31bd62193ccc6bb909_238)] [added: Matters](#i89ff989f3b91430985cf21641e23b648_214)] | | | [removed: [134](#i7d6bae1deda74d31bd62193ccc6bb909_238)] [added: [129](#i89ff989f3b91430985cf21641e23b648_214)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i7d6bae1deda74d31bd62193ccc6bb909_241)] [added: Independence](#i89ff989f3b91430985cf21641e23b648_217)] | | | [removed: [134](#i7d6bae1deda74d31bd62193ccc6bb909_241)] [added: [129](#i89ff989f3b91430985cf21641e23b648_217)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i7d6bae1deda74d31bd62193ccc6bb909_244)] [added: Services](#i89ff989f3b91430985cf21641e23b648_220)] | | | [removed: [134](#i7d6bae1deda74d31bd62193ccc6bb909_244)] [added: [129](#i89ff989f3b91430985cf21641e23b648_220)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i7d6bae1deda74d31bd62193ccc6bb909_250)] [added: Schedules](#i89ff989f3b91430985cf21641e23b648_226)] | | | [removed: [135](#i7d6bae1deda74d31bd62193ccc6bb909_250)] [added: [130](#i89ff989f3b91430985cf21641e23b648_226)] | | |

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; global inflationary pressures; uncertainties [removed: 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; uncertainties] created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; [added: uncertainties created by the conflicts in the Middle East and their impacts on global economies;] fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential 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 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; [added: changes to tax laws; future significant public health crises;] the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/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.

| Item 1C. | | | [Cybersecurity](#i89ff989f3b91430985cf21641e23b648_43) | | | [27](#i89ff989f3b91430985cf21641e23b648_43) | | |

| 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share | | | | | | APTV PRA | | | | | | New York Stock Exchange | | |

Aptiv has a risk-based cybersecurity program, dedicated to protecting our data, products and information technology systems as well as data belonging to our customers, suppliers and employees.

Our ability to keep our business operating effectively depends on the functional and efficient operation of information technology capabilities, both internally and externally.

Our capabilities, as well as those of our customers, suppliers, partners and service providers, are crucial to our operations and may contain confidential personal information, sensitive business-related information or intellectual property.

These capabilities are also susceptible to interruptions (including those caused by systems failures, cyber-attacks and other natural or man-made incidents or disasters), which may be prolonged or go undetected.

Risk Management and Strategy

Our cross-functional cybersecurity teams are responsible for addressing both enterprise and product cybersecurity risks.

These teams, which are comprised of experts both within the organization and externally, utilize a defensive cybersecurity strategy with multiple layers of cybersecurity controls to protect our data (and data of others in our possession), systems and products.

Enterprise and product cybersecurity are incorporated into the Company’s overall risk management process.

On a monthly basis, the Company’s cross-functional Enterprise Risk Management Committee meets to discuss short-term and long-term enterprise-wide risks and necessary action plans to mitigate those risks.

The Chief Information Security Officer (the “CISO”) regularly presents to the Company’s Enterprise Risk Management Committee on key cybersecurity risks, threats and developments, as well as the Company’s strategies to mitigate those risks.

Enterprise Cybersecurity

The Company’s Enterprise Cybersecurity team, led by the Chief Information Officer (“CIO”), is responsible for identifying, assessing the severity of, managing and remediating cybersecurity risks to the Company’s information technology infrastructure.

Risks are identified through vulnerability hunting, infrastructure penetration testing, threat intelligence activities and other processes defined by the infrastructure Governance, Risk and Compliance (“GRC”) assessment program utilized by the Company.

Furthermore, this team seeks to reduce cybersecurity risks through a number of activities, including annual cybersecurity training for the majority of the Company’s employees, phishing tests, compliance assessments, vulnerability and noncompliance remediation and the implementation and maintenance of new cybersecurity technology.

Third-party service providers are also utilized by the Enterprise Cybersecurity team to play a supporting role in incident response, threat intelligence, firewall management, vulnerability management and endpoint management and detection.

Aptiv is also exposed to cybersecurity risks at third-parties, such as suppliers, customers, service providers and consultants.

Third-party risk to the Company is identified through an internal third-party risk management process, which involves analyzing third parties for cybersecurity risk at onboarding and throughout the duration of their relationship with the Company.

For third-parties with a high cyber risk, we also utilize external firms to monitor such third-parties for threats and to provide remediation support as needed.

Product Cybersecurity

The Company’s Product Cybersecurity team, led by the Chief Technology Officer (the “CTO”), is responsible for assessing and managing the Company’s cybersecurity risk as it relates to Aptiv’s product portfolio.

Risks are identified through threat intelligence, security testing, including penetration testing, audits and other processes defined by the Company’s product cybersecurity GRC program.

The processes by which the Product Cybersecurity team manages automotive product security risks have been audited, assessed and certified as compliant with various applicable international regulatory standards by independent third-party auditors.

Governance

Enterprise Cybersecurity

The Company’s Enterprise Cybersecurity Security Operation’s Center (“SOC”), which is supervised by the CIO, is responsible for identifying, assessing and managing the Company’s risks from cybersecurity threats, as well as for responding to cybersecurity incidents.

The SOC management team carries a diverse array of applicable cybersecurity and information technology credentials and generally has over twenty years of experience in cybersecurity.

When an infrastructure cybersecurity incident occurs, the SOC initiates communications to the appropriate groups within the Company, which may include various members of the Company’s management, including the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief Operating Officer.

Depending on the severity and the nature of the incident, an investigation and impact mitigation protocols may be triggered.

External experts or agencies may also be engaged in accordance with the Company’s policies and procedures.

Upon conclusion of the active investigation of an incident, the SOC is required to identify the cause of the incident, formally report to Company leadership, and initiate changes to protect against a recurrence of the incident, among other procedures.

Table top exercises are also held annually and are designed to practice and validate existing incident response plans, as well as to identify the plans’ respective strengths and weaknesses.

These exercises test the response capabilities of both technical and executive level resources, including key vice presidents, senior company leaders and cross-functional capabilities, such as with the Product Cybersecurity team as well as with the Legal, Privacy and Sales teams.

Product Cybersecurity

The Product Security Incident Response Team (the “PSIRT”), which is supervised by the CTO, is responsible for responding to product related cybersecurity incidents, which at times involve collaborating with the Enterprise Cybersecurity SOC.

The PSIRT team regularly analyzes vulnerabilities reported by threat intelligence and public vulnerability reporting databases and determines whether any of those vulnerabilities are present in the Company’s products.

Vulnerabilities identified are reviewed by the Vice President of Product Security on a weekly basis with involvement from the CTO and the Company’s legal staff as necessary.

For all vulnerabilities identified, the PSIRT reviews whether adequate mitigations are already in place.

In situations where adequate mitigations are not present, the PSIRT works with the customer to address the concern which may involve adding additional mitigations to the product.

Board of Directors Oversight

The Company’s Board of Directors (the “Board”) takes an active role in risk oversight related to cybersecurity matters, primarily through the Audit Committee (the “AC”), which covers enterprise cybersecurity risk, and the Innovation and Technology Committee (the “ITC”), which covers product cybersecurity risk.

As of December 31, [removed: 2022,] [added: 2023,] we owned or leased [removed: 131] [added: 138] major manufacturing sites and 11 major technical centers.

We have a presence in [removed: 48] [added: 50] countries.

| Signal and Power Solutions | | | [removed: 45] [added: 46] | | | | | | [removed: 37] [added: 40] | | | | | | [removed: 33] [added: 36] | | | | | | 5 | | | | | | [removed: 120] [added: 127] | | |

Of our [removed: 131] [added: 138] major manufacturing sites and 11 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, [removed: 65] [added: 66] are primarily owned and [removed: 77] [added: 83] are primarily leased.

| Total | | | 48 | | | | | | 45 | | | | | | 40 | | | | | | 5 | | | | | | 138 | | |

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

As of February [removed: 3, 2023,] [added: 2, 2024,] there were 2 shareholders of record of our ordinary shares.

The following graph reflects the comparative changes in the value from December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] assuming an initial investment of $100 and the reinvestment of dividends, if any in (1) our ordinary shares, (2) the S&P 500 index and (3) the Automotive Peer Group.

[removed: ][added: ]

* $100 invested on December 31, [removed: 2017] [added: 2018] in our stock or in the relevant index, including reinvestment of dividends.

Fiscal year ended December 31, [removed: 2022.][added: 2023.]

(3)Automotive Peer Group – Adient Plc, American Axle & Manufacturing Holdings Inc, Aptiv PLC, [added: Blink Charging Co,] Borgwarner Inc, [added: CarParts.com Inc,] Cooper-Standard Holdings Inc, Dana Inc, Dorman Products Inc, [added: Driven Brands Holdings Inc, Fisker Inc,] Ford Motor Co, General Motors Co, Gentex Corp, Gentherm Inc, Genuine Parts Co, Goodyear Tire & Rubber Co, [added: Holley Inc, Luminar Technologies Inc, Lucid Group Inc,] Lear Corp, Lkq Corp, [removed: Motorcar Parts Of America] [added: Monro] Inc, [added: PHINIA Inc, QuantumScape Corporation, Rivian Automotive Inc, SES AI Corporation,] Standard Motor Products Inc, Stoneridge Inc, Tesla Inc, Visteon [removed: Corp][added: Corp, XPEL Inc]

| Company Index | | | | | | [removed: | | | | | |] 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] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

[removed: In] [added: (3)In] January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion.

This program [removed: will commence following] [added: follows] the completion of the previously announced share repurchase program of $1.5 billion, which was approved by the Board of Directors in April 2016.

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

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

| Aptiv PLC (1) | | | | | | $ | 100.00 | | | | | $ | 155.88 | | | | | $ | 214.37 | | | | | $ | 271.39 | | | | | $ | 153.23 | | | | | $ | 147.62 | |

| S&P 500 (2) | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| Automotive Peer Group (3) | | | | | | $ | 100.00 | | | | | $ | 124.13 | | | | | $ | 361.12 | | | | | $ | 537.91 | | | | | $ | 228.29 | | | | | $ | 368.44 | |

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

Information as of December 31, 2023 regarding the Company’s ordinary shares that may be issued under all of its equity compensation plans is incorporated by reference to the Company’s Proxy Statement under the heading “Equity Compensation Plan Information.”

A summary of our ordinary shares repurchased during the quarter ended December 31, 2023, is shown below:

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

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

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share (2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3) | | |

| October 1, 2023 to October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,915 | |

| November 1, 2023 to November 30, 2023 | | | | | | 3,828,784 | | | | | | $ | 78.34 | | | | | 3,828,784 | | | | | | $ | 1,615 | |

| December 1, 2023 to December 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,615 | |

| Total | | | | | | 3,828,784 | | | | | | $ | 78.34 | | | | | 3,828,784 | | | | | | | | |

(1)The total number of shares purchased under the plans authorized by the Board of Directors are described below.

(2)Excluding commissions.

The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.

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

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

| 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 | | |

The table below contains information about securities authorized for issuance under equity compensation plans.

The features of these plans are discussed further in Note 21.

Share-Based Compensation to our audited consolidated financial statements.

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

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

| Plan Category | | | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | | | | | |

| Equity compensation plans approved by security holders | | | | | | 1,566,458 | | | (1) | | | | | | $ | — | | (2) | | | | | | 12,742,596 | | | (3) | | |

| Equity compensation plans not approved by security holders | | | | | | — | | | | | | | | | — | | | | | | | | | — | | | | | |

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

(1)Includes (a) 23,387 outstanding restricted stock units granted to our Board of Directors and (b) 1,543,071 outstanding time- and performance-based restricted stock units granted to our employees.

All grants were made under the Aptiv PLC Long Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”).

Includes accrued dividend equivalents.

(2)The restricted stock units have no exercise price.

(3)Remaining shares available under the PLC LTIP.

There were no repurchases of equity securities during the quarter ended December 31, 2022.

As of December 31, 2022, approximately $2,013 million remained available for repurchases pursuant to these programs.

We have audited the accompanying consolidated balance sheets of [removed: Aptiv] [added: APTIV] PLC (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 8, 2023] [added: 6, 2024] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the [removed: consolidated] financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

| *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: 2022,] [added: 2023,] the Company has recorded approximately [removed: $224] [added: $222] 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 [removed: positions] [added: positions, including those related to intercompany transfers of certain intellectual property,] 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. | | |

| | | | Auditing the uncertain tax positions is complex because of the judgmental nature of the tax accruals and various other tax return positions that might not be sustained upon review by taxing authorities. The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world due to its complex global footprint. Taxing jurisdictions significant to Aptiv include [removed: Barbados,] China, Germany, Ireland, Luxembourg, Mexico, South Korea, [added: Switzerland,] the U.K. and the U.S. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the recognition, measurement and the evaluation of changes in uncertain tax positions. This included testing controls over management’s review of the tax positions, their evaluation of whether they met the measurement threshold and then recalculating the amounts recognized based upon a cumulative probability assessment performed by management. Our audit procedures to test the Company’s uncertain tax positions included, among others, involvement of our [added: valuation and] tax professionals, including transfer pricing professionals. This included evaluating tax [removed: opinions] [added: opinions, third-party valuations] and third-party transfer pricing studies obtained by the Company and assessing the Company’s correspondence with the relevant tax authorities. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. Our testing also included the evaluation of the ongoing positions and consideration of changes, the recording of penalties and interest and the ultimate settlement and payment of certain tax matters. | | |

| *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: 2022,] [added: 2023,] Aptiv has recorded [removed: $78] [added: $61] 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. | | |

We have audited [removed: Aptiv] [added: APTIV] PLC’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: Aptiv] [added: APTIV] PLC (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022 and 2021,] [added: 2023] and [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule [added: listed in the Index at Item 15(a)(2)] and our report dated February [removed: 8, 2023] [added: 6, 2024] expressed an unqualified opinion thereon.

| | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | | | | | | | | | | | | | $ | [removed: 17,489] [added: 20,051] | | | | | $ | [removed: 15,618] [added: 17,489] | | | | | $ | [removed: 13,066] [added: 15,618] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 14,854] [added: 16,612] | | | | | | [removed: 13,182] [added: 14,854] | | | | | | [removed: 11,126] [added: 13,182] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 1,138] [added: 1,436] | | | | | | [removed: 1,075] [added: 1,138] | | | | | | [removed: 976] [added: 1,075] | | |

| Amortization | | | | | | | | | | | | | | | [removed: 149] [added: 233] | | | | | | [removed: 148] [added: 149] | | | | | | [removed: 144] [added: 148] | | |

| Restructuring (Note 10) | | | [removed: | | | | | | | | | | | | 85 | | | | | | 24] [added: 25] | | | | | | [removed: 136] [added: 18] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 16,226] [added: 18,492] | | | | | | [removed: 14,429] [added: 16,226] | | | | | | [removed: 10,948] [added: 14,429] | | |

| Operating income | | | | | | | | | | | | | | | [removed: 1,263] [added: 1,559] | | | | | | [removed: 1,189] [added: 1,263] | | | | | | [removed: 2,118] [added: 1,189] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (219)] [added: (285)] | | | | | | [removed: (150)] [added: (219)] | | | | | | [removed: (164)] [added: (150)] | | |

| Other [removed: expense,] [added: income (expense),] net (Note 19) | | | | | | | | | | | | | | | [removed: (54)] [added: 63] | | | | | | [removed: (129)] [added: (54)] | | | | | | [removed: —] [added: (129)] | | |

| Income before income taxes and equity loss | | | | | | | | | | | | | | | [removed: 990] [added: 1,337] | | | | | | [removed: 910] [added: 990] | | | | | | [removed: 1,954] [added: 910] | | |

| Income tax [removed: expense] [added: benefit (expense)] | | | | | | | | | | | | | | | [removed: (121)] [added: 1,928] | | | | | | [removed: (101)] [added: (121)] | | | | | | [removed: (49)] [added: (101)] | | |

| Income before equity loss | | | | | | | | | | | | | | | [removed: 869] [added: 3,265] | | | | | | [removed: 809] [added: 869] | | | | | | [removed: 1,905] [added: 809] | | |

| Equity loss, net of tax | | | | | | | | | | | | | | | [removed: (279)] [added: (299)] | | | | | | [removed: (200)] [added: (279)] | | | | | | [removed: (83)] [added: (200)] | | |

| Net income | | | | | | | | | | | | | | | [removed: 590] [added: 2,966] | | | | | | [removed: 609] [added: 590] | | | | | | [removed: 1,822] [added: 609] | | |

| Net [removed: (loss)] income [added: (loss)] attributable to noncontrolling interest | | | | | | | | | | | | | | | [removed: (3)] [added: 28] | | | | | | [removed: 19] [added: (3)] | | | | | | [removed: 18] [added: 19] | | |

| Net loss attributable to redeemable noncontrolling interest | | | | | | | | | | | | | | | [removed: (1)] [added: —] | | | | | | [removed: —] [added: (1)] | | | | | | — | | |

| Net income attributable to Aptiv | | | | | | | | | | | | | | | [removed: 594] [added: 2,938] | | | | | | [removed: 590] [added: 594] | | | | | | [removed: 1,804] [added: 590] | | |

| Mandatory convertible preferred share dividends (Note 15) | | | | | | | | | | | | | | | [removed: (63)] [added: (29)] | | | | | | (63) | | | | | | [removed: (35)] [added: (63)] | | |

| Net income attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 531] [added: 2,909] | | | | | $ | [removed: 527] [added: 531] | | | | | $ | [removed: 1,769] [added: 527] | |

| Basic net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 1.96] [added: 10.50] | | | | | $ | [removed: 1.95] [added: 1.96] | | | | | $ | [removed: 6.72] [added: 1.95] | |

| Weighted average number of basic shares outstanding | | | | | | | | | | | | | | | [removed: 270.90] [added: 276.92] | | | | | | [removed: 270.46] [added: 270.90] | | | | | | [removed: 263.43] [added: 270.46] | | |

| Diluted net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 1.96] [added: 10.39] | | | | | $ | [removed: 1.94] [added: 1.96] | | | | | $ | [removed: 6.66] [added: 1.94] | |

| Weighted average number of diluted shares outstanding | | | | | | | | | | | | | | | [removed: 271.18] [added: 282.88] | | | | | | [removed: 271.22] [added: 271.18] | | | | | | [removed: 270.70] [added: 271.22] | | |

| | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income | | | | | | | | | | | | | | | | | | $ | [removed: 590] [added: 2,966] | | | | | $ | [removed: 609] [added: 590] | | | | | $ | [removed: 1,822] [added: 609] | |

| Other comprehensive [removed: (loss) income:] [added: income (loss):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Currency translation adjustments | | | | | | | | | | | | | | | | | | [removed: (198)] [added: 30] | | | | | | [removed: (143)] [added: (198)] | | | | | | [removed: 154] [added: (143)] | | |

| Net change in unrecognized gain (loss) on derivative instruments, net of tax (Note 17) | | | | | | | | | | | | | | | | | | [removed: 24] [added: 133] | | | | | | [removed: (57)] [added: 24] | | | | | | [removed: 27] [added: (57)] | | |

February 6, 2024

| Proceeds from business divestitures, net of cash sold | | | (17) | | | | | | — | | | | | | — | | |

| Balance at January 1, 2023 | | | $ | 96 | | | | | | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,989 | | | | | $ | 5,608 | | | | | $ | (791) | | | | | $ | 8,809 | | | | | $ | 189 | | | | | $ | 8,998 | |

| Balance at December 31, 2023 | | | $ | 99 | | | | | | | | 279 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 4,028 | | | | | $ | 8,162 | | | | | $ | (645) | | | | | $ | 11,548 | | | | | $ | 197 | | | | | $ | 11,745 | |

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(“Intercable Automotive”).

Redeemable noncontrolling interest was $99 million and $96 million as of December 31, 2023 and 2022, respectively.

Revenue from software licenses and professional software services is generally recognized at a point in time upon delivery or when the services are provided.

the estimated fair value of the long-lived asset.

Customer concentrations—We sell our products and services to the major global OEMs in every region of the world.

Our ten largest customers accounted for approximately 54% of our total net sales for the year ended December 31, 2023, none of which individually exceeded 10%, approximately 55% for the year ended December 31, 2022, none of which individually exceeded 10% and approximately 55% for the year ended December 31, 2021, which included approximately 11% to Stellantis N.V. (“Stellantis”).

During each period presented, our Signal and Power Solutions segment recognized net sales to each of our ten largest customers and our Advanced Safety and User Experience segment recognized net sales to eight of our ten largest customers.

Government incentives that have been received, but not yet recognized as reductions to operating expenses totaled approximately $15 million ($10 million of which was recorded within other current liabilities and $5 million was recorded in other long-term liabilities) as of December 31, 2023.

Recently adopted accounting pronouncements—Aptiv adopted Accounting Standards Update (“ASU”) 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting* and ASU 2022-06, *Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848*, in the second quarter of 2023.

ASU 2020-04 provides optional expedients and exceptions, if certain criteria are met, for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform.

ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 and is effective immediately.

The Company elected to apply the contract modifications accounting optional expedient, under which the reporting entity accounts for changes made to debt agreements solely for the replacement of a discontinued reference rate as being not substantial and thus a continuation of the existing contract, to contract amendments within the scope of ASU 2020-04 that were effective in the second quarter of 2023, which did not have a significant impact on Aptiv’s consolidated financial statements.

Aptiv adopted ASU 2022-04, *Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*, in the first quarter of 2023, except for the amendment on rollforward information, which is to be applied prospectively and is effective for fiscal years beginning after December 15, 2023.

The adoption of this guidance did not have an impact on Aptiv’s consolidated financial statements.

Recently issued accounting pronouncements not yet adopted—In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.

The amendments in this update require public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold.

The amendments also require all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures.

The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

The amendments in this update require public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and which are included within each reported measure of segment profit or loss as well as disclosure of other segment items and a description of their composition.

The amendments also require public entities to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The new guidance will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, *Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement*.

The amendments in this update require a joint venture to initially recognize all contributions received at fair value upon formation.

The new guidance is applicable to joint venture entities with a formation date on or after January 1, 2025 and is to be applied prospectively.

Early adoption is permitted.

As such, separate audited financial statements of Motional are required to be filed as an amendment to this Annual Report on Form 10-K, within 90 days of December 31, 2023.

Accordingly, Motional’s financial statements as of and for the three years ended December 31, 2023 will be filed via an amendment to this Annual Report on Form 10-K on or before March 30, 2024.

| | | | 2023 | | | | | | 2022 | | |

| | | | 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. | | |

February 8, 2023

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.

| Gain on autonomous driving joint venture (Note 20) | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (1,434) | | |

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

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

| Gain on autonomous driving joint venture, net | | | — | | | | | | — | | | | | | (1,434) | | |

| Proceeds from the public offering of ordinary shares, net of issuance costs | | | — | | | | | | — | | | | | | 1,115 | | |

| Proceeds from the public offering of preferred shares, net of issuance costs | | | — | | | | | | — | | | | | | 1,115 | | |

| Distribution of ordinary share cash dividends | | | — | | | | | | — | | | | | | (56) | | |

| 2020 | | | | | | | | | | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2020 | | | $ | — | | | | | | | | 255 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 1,645 | | | | | $ | 2,890 | | | | | $ | (719) | | | | | $ | 3,819 | | | | | $ | 192 | | | | | $ | 4,011 | |

| Issuance of ordinary shares | | | — | | | | | | | | | 15 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,115 | | | | | | — | | | | | | — | | | | | | 1,115 | | | | | | — | | | | | | 1,115 | | |

| Issuance of mandatory convertible preferred shares | | | — | | | | | | | | | — | | | | | | — | | | | | | 12 | | | | | | — | | | | | | 1,115 | | | | | | — | | | | | | — | | | | | | 1,115 | | | | | | — | | | | | | 1,115 | | |

| Adjustment for recently adopted accounting pronouncements | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |

| Balance at December 31, 2020 | | | $ | — | | | | | | | | 270 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,897 | | | | | $ | 4,550 | | | | | $ | (545) | | | | | $ | 7,905 | | | | | $ | 195 | | | | | $ | 8,100 | |

Refer to Note 20.

carrying value of the asset is in excess of the asset’s estimated fair value, reduced for the cost to dispose of the asset.

Net foreign currency transaction losses of $20 million were included in the consolidated statements of operations for the year ended December 31, 2020.

Customer concentrations—As reflected in the table below, net sales to General Motors (“GM”), Stellantis N.V. (“Stellantis”), Ford Motor Company (“Ford”) and Volkswagen Group (“VW”), Aptiv’s four largest customers, totaled approximately 34%, 35% and 38% of our total net sales for the years ended December 31, 2022, 2021 and 2020, respectively.

Both of Aptiv’s operating segments recognized net sales to these customers during each period presented.

| | | | Percentage of Total Net Sales | | | | | | | | | | | | | | | | | | | | | Accounts Receivable | | | | | | | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | |

| GM | | | 9 | | % | | | | 8 | | % | | | | 9 | | % | | | | | | | $ | 231 | | | | | $ | 208 | |

| Stellantis (1) | | | 9 | | % | | | | 11 | | % | | | | 12 | | % | | | | | | | 325 | | | | | | 317 | | |

| Ford | | | 8 | | % | | | | 7 | | % | | | | 7 | | % | | | | | | | 250 | | | | | | 220 | | |

| VW | | | 8 | | % | | | | 9 | | % | | | | 10 | | % | | | | | | | 186 | | | | | | 163 | | |

(1)On January 16, 2021, Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot Citroën (“PSA”) merged to form 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 years ended December 31, 2021 and 2020.

Recently adopted accounting pronouncements—In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, *Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*.

The amendments in this update clarify the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

As permitted, the Company elected to early adopt this guidance effective in the second quarter of 2022.

The adoption of this guidance resulted in incremental disclosures in the Company’s financial statements.

Aptiv adopted ASU 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance* in the first quarter of 2022.

This guidance is intended to improve the transparency of government assistance received by most business entities by requiring disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on the registrant’s financial statements.

The adoption of this guidance resulted in insignificant incremental disclosures in the Company’s financial statements.

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022] [added: 2023] 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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022] [added: 2023] 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.

Securities Trading Plans of Executive Officers and Directors

Transactions in our securities by our executive officers and directors are required to be made in accordance with our insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information.

Our insider trading policy permits our executive officers and directors to enter into trading plans in accordance with Rule 10b5-1.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our executive officers and directors during the fourth quarter of 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.

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

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

| Name and Title | | | | | | Action | | | | | | Date of Adoption of Rule 10b5-1 Trading Plan | | | | | | Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1) | | | | | | Aggregate Number of Securities to be Purchased or Sold | | |

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

| Benjamin Lyon *Senior Vice President and Chief Technology Officer* | | | | | | Adoption | | | | | | 12/11/2023 | | | | | | 3/15/2024 | | | | | | Sale of 37,257 ordinary shares | | |

(1)In each case, a trading plan may also expire on such earlier dates as all transactions under the trading plan are completed.

During the fourth quarter of 2023, no executive officer or director of the Company adopted, modified or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

None.

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: 2023] [added: 2024] 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.

The information called for by Item 12, as to security ownership of certain beneficial owners, directors and management, [added: and information as of December 31, 2023 about the Company’s ordinary shares that may be issued under all of its equity compensation plans] is incorporated by reference to the Company’s Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management.”

Information as of December 31, 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: [62](#i7d6bae1deda74d31bd62193ccc6bb909_82)] [added: [60](#i89ff989f3b91430985cf21641e23b648_76)] | | |

| — Consolidated Statements of Operations for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [67](#i7d6bae1deda74d31bd62193ccc6bb909_85)] [added: [63](#i89ff989f3b91430985cf21641e23b648_85)] | | |

| — Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [68](#i7d6bae1deda74d31bd62193ccc6bb909_88)] [added: [64](#i89ff989f3b91430985cf21641e23b648_88)] | | |

| — Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [69](#i7d6bae1deda74d31bd62193ccc6bb909_91)] [added: [65](#i89ff989f3b91430985cf21641e23b648_91)] | | |

| — Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [70](#i7d6bae1deda74d31bd62193ccc6bb909_97)] [added: [66](#i89ff989f3b91430985cf21641e23b648_97)] | | |

| — Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [72](#i7d6bae1deda74d31bd62193ccc6bb909_103)] [added: [68](#i89ff989f3b91430985cf21641e23b648_100)] | | |

| — Notes to Consolidated Financial Statements | | | [removed: [74](#i7d6bae1deda74d31bd62193ccc6bb909_106)] [added: [70](#i89ff989f3b91430985cf21641e23b648_103)] | | |

| Allowance for doubtful accounts | | | $ | [removed: 37] [added: 52] | | | | | $ | [removed: 39] [added: 12] | | | | | $ | [removed: (39)] [added: (12)] | | | | | $ | [removed: 3] [added: —] | | | | | $ | [removed: 40] [added: 52] | |

| 4.8 | | | | | | [Seventh Supplemental Indenture, dated as of December 27, 2021, among Aptiv PLC, Aptiv Global Financing 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/1521332/000152133223000013/aptv2022ex48.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex48.htm)[(1](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex48.htm)[2](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex48.htm)[)](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/1521332/000152133223000013/aptv2022ex49.htm)] [added: 1934*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex49.htm)] | | |

| [removed: 10.2] [added: 10.3] | | | | | | [Aptiv PLC Executive Severance Plan, effective February 1, [removed: 2017(7)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex102.htm)] [added: 2017(6)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex102.htm)] | | |

| [removed: 10.3] [added: 10.4] | | | | | | [Aptiv PLC Executive Change in Control Severance Plan, effective February 1, [removed: 2017(7)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex103.htm)] [added: 2017(6)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex103.htm)] | | |

| [removed: 10.4] [added: 10.5] | | | | | | [Aptiv Corporation Supplemental Executive Retirement Program(1)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1013.htm) | | |

| [removed: 10.5] [added: 10.6] | | | | | | [Aptiv Corporation Salaried Retirement Equalization Savings Program(1)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1014.htm) | | |

| [removed: 10.6] [added: 10.7] | | | | | | [Offer letter for Kevin P. Clark, dated June 10, 2010(1)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1022.htm) | | |

| [removed: 10.7] [added: 10.8] | | | | | | [Offer letter for Joseph R. Massaro, dated September 13, [removed: 2013(6)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133216000115/dlphq22016ex101.htm)] [added: 2013(5)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133216000115/dlphq22016ex101.htm)] | | |

| [removed: 10.8] [added: 10.9] | | | | | | [Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive [removed: Plan, as amended(2)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133212000021/dlphex101.htm)] [added: Plan,](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm) [effective 2023](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)[(](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)[)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)] | | |

| [removed: 10.9] [added: 10.10] | | | | | | [Letter Agreement, dated October 29, 2012, between the Company and Kevin P. [removed: Clark(3)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133212000042/dlphq32012ex102.htm)] [added: Clark(2)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133212000042/dlphq32012ex102.htm)] | | |

| [removed: 10.10] [added: 10.11] | | | | | | [Aptiv PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the [removed: 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] [added: Company’s] Proxy Statement dated March 9, 2015)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63) | | |

| [removed: 10.11] [added: 10.12] | | | | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective [removed: 2016(5)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133216000102/dlphq12016ex101.htm)] [added: 2016(4)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133216000102/dlphq12016ex101.htm)] | | |

| [removed: 10.12] [added: 10.13] | | | | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and [removed: restated(4)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133215000034/dlphq12015ex104.htm)] [added: restated(3)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133215000034/dlphq12015ex104.htm)] | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Form of Allocation Letter for Executives, effective [removed: 2019(8)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)] [added: 2019(7)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133219000025/aptvq12019ex101.htm)] | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, [removed: 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)] [added: 2021)(8)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)] | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective [removed: 2022(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex101.htm)] [added: 2022(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex101.htm)] | | |

| [removed: 10.16] [added: 10.17] | | | | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective [removed: 2022(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex102.htm)] [added: 2022(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex102.htm)] | | |

| [removed: 10.17] [added: 10.18] | | | | | | [Offer letter for Katherine H. Ramundo, dated December 12, [removed: 2020(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex104.htm)] [added: 2020(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex104.htm)] | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Offer letter for William T. Presley, dated December 15, [removed: 2022*+](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm)[(1](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm)[2](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm)[)](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm)[+](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex1018.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex211.htm)] [added: Registrant*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex211.htm)] | | |

| 22 | | | | | | [List of Guarantor [removed: Subsidiaries*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptvq42022ex22.htm)] [added: Subsidiaries*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptvq42023ex22.htm)] | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex231.htm)] [added: LLP*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex231.htm)] | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive [removed: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex311.htm)] [added: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex311.htm)] | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial [removed: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex312.htm)] [added: Officer*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex312.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/1521332/000152133223000013/aptv2022ex321.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex321.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/1521332/000152133223000013/aptv2022ex322.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex322.htm)] | | |

(2) Filed with Form 10-Q for the period ended [removed: June] [added: September] 30, 2012 on [removed: July 31,] [added: November 1,] 2012 and incorporated herein by reference.

(3) Filed with Form 10-Q for the period ended [removed: September 30, 2012] [added: March 31, 2015] on [removed: November 1, 2012] [added: April 30, 2015] and incorporated herein by reference.

(4) Filed with Form 10-Q for the period ended March 31, [removed: 2015] [added: 2016] on [removed: April 30, 2015] [added: May 4, 2016] and incorporated herein by reference.

[removed: (5)] [added: (7)] Filed with Form 10-Q for the period ended March 31, [removed: 2016] [added: 2019] on May [removed: 4, 2016] [added: 2, 2019] and incorporated herein by reference.

[removed: (6)] [added: (5)] Filed with Form 10-Q for the period ended June 30, 2016 on August 3, 2016 and incorporated herein by reference.

[removed: (7)] [added: (6)] Filed with Form 10-K for the year ended December 31, 2016 on February 6, 2017 and incorporated herein by reference.

| December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 756 | | | | | $ | 2,264 | | | | | $ | (2) | | | | | $ | 14 | | | | | $ | 3,032 | |

Motional AD LLC (“Motional”) was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended December 31, 2023.

As such, separate audited financial statements of Motional are required to be filed as an amendment to this Annual Report on Form 10-K, within 90 days of December 31, 2023.

Accordingly, Motional’s financial statements as of and for the three years ended December 31, 2023 will be filed via an amendment to this Annual Report on Form 10-K on or before March 30, 2024.

| 10.2 | | | | | | [Amendment No. 1, dated as of April 19, 2023, to the Third Amended and Restated Credit Agreement, dated as of June 24, 2021, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto(1](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex101.htm)[)](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex101.htm) | | |

| 10.20 | | | | | | [Offer letter for Benjamin Lyon, dated November 21, 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm)[(1](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm)[0](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm)[)](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm)[+](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm) | | |

| 10.21 | | | | | | [Offer letter for Sophia M. Velastegui, dated December 16, 2021(10)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex103.htm) | | |

| 19 | | | | | | [Insider Trading Policies and Procedures*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex19.htm) | | |

| 24.1 | | | | | | [Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)](#i89ff989f3b91430985cf21641e23b648_1099511629697)[*](#i89ff989f3b91430985cf21641e23b648_1099511629697) | | |

| 97 | | | | | | [Policy Relating to Recovery of Erroneously Awarded Compensation*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex97.htm) | | |

(11) Filed with Form 10-Q for the period ended June 30, 2023 on August 3, 2023 and incorporated herein by reference.

(12) Filed with Form 10-K for the year ended December 31, 2022 on February 8, 2023 and incorporated herein by reference.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin P.

Clark, Joseph R.

Massaro and Katherine R.

Ramundo, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of February 6, 2024.

| | | | | | | | | |

| | | | | | | | | |

| December 31, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 1,075 | | | | | $ | 84 | | | | | $ | (333) | | | | | $ | 6 | | | | | $ | 832 | |

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

| 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) | | |

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