Aptiv (APTV) 10-K risk factor changes: FY2024 vs FY2023

These losses and expenses could be [removed: significant,] [added: significant] and may include consequential losses such as lost profits.

Any [removed: supply-chain] [added: global supply chain] disruption, however small, could potentially cause the complete shutdown of an assembly line of one of our customers, and any such shutdown that is due to causes that are within our control could expose us to material claims of compensation.

However, as a result of our customers’ recent production volatility and cancellations, [added: among other things,] our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

[removed: 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 [removed: 2023,] [added: 2023 and 2024,] our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from any public health crises.

Global automotive vehicle production [removed: increased 9% (10%] [added: decreased 1% (3%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from [removed: 2022] [added: 2023] to [removed: 2023,] [added: 2024,] reflecting [removed: increased] vehicle production [added: declines] of [removed: 13% in Europe, 10%] [added: 5%] in [removed: China, 9%] [added: Europe and 2%] in North [removed: America and flat] [added: America, partially offset by increased] production [added: of 4%] in [added: China and 3% in] South America, our smallest region.

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 [added: demand related to vehicle segment purchases and content penetration.]

A shift in regional sales demand toward certain markets could [removed: favorably] impact the sales of [removed: those of] our customers that have a large market share in those regions, which in turn would be expected to [removed: have a favorable] impact [removed: on] our revenue.

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 [removed: within our business.]

Our future growth is dependent on our making the right investments at the right time to support product development and manufacturing capacity in geographic areas where we can support our customer base and in product areas of evolving vehicle [removed: technologies.]

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

[removed: If we or any of our] collaborative [removed: partners terminate a collaborative] arrangement, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results.

Our five largest customers accounted for approximately 40% of our total net sales for the year ended December 31, [removed: 2023.][added: 2024.]

For instance, the worldwide semiconductor shortage adversely impacted the automotive industry in recent years resulting in reduced vehicle production schedules and sales from historical levels, which adversely impacted our financial condition, operating results and [added: cash flows for portions of the years ended December 31, 2023 and 2022.]

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

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

[added: 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.

This excess capacity means we incur increased fixed costs in our products relative to the net revenue we generate, which could have an adverse effect on our results of operations, [removed: particularly during economic downturns.]

Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by [removed: $104] [added: $75] million as of December 31, [removed: 2023.][added: 2024.]

Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled [removed: $405] [added: $362] million at December 31, [removed: 2023,] [added: 2024,] of which [removed: $18] [added: $19] million is included in accrued liabilities, [removed: $415] [added: $372] million is included in long-term liabilities and [removed: $28] [added: $29] million is included in long-term assets in our consolidated balance sheets.

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

Accordingly, significant changes in currency exchange rates, particularly the [removed: Euro and] [added: Euro,] Chinese Yuan [removed: (Renminbi),] [added: (Renminbi) and Mexican Peso,] could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately 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:

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

[removed: In addition,] [added: Furthermore,] the conflict between Ukraine and Russia, which began in February 2022, has had, and is expected to continue to have, negative economic impacts to both countries and to the European and global economies.

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: 2023] [added: 2024] and less than 1% of our net sales for the year ended December 31, [removed: 2023] [added: 2024] 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: 34%] [added: 33%] of our net sales for the year ended December 31, [removed: 2023.][added: 2024.]

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

[removed: These uncertainties] [added: Any of these factors] could have a material adverse effect on [removed: the continuity of] our [removed: business and our] [added: business, financial condition,] results of [removed: operations and financial condition.][added: operations, cash flows or the price of our ordinary shares.]

[removed: Effective] [added: For instance, effective] January 1, [removed: 2024,] [added: 2024 and January 1, 2025,] the government of Mexico implemented [removed: a] country-wide statutory minimum wage [removed: increase] [added: increases] of [removed: 20%.][added: 20% and 12%, respectively.]

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

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

While we have environmental reserves of approximately $4 million at December 31, [removed: 2023] [added: 2024] for the cleanup of presently-known 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 laws, or their interpretation, including the Organisation for Economic Co-operation’s (“OECD”) Pillar Two [removed: Directive,] [added: Framework,] and changes related to tax holidays or tax incentives.

Global supply chain disruptions could also lead to interruptions in our production, which could impact our ability to fully meet the vehicle production demands of OEMs at times due to events which are outside our control.

Our ability

within our business.

Domestic Chinese OEMs have continued to expand their market share in China, and as a result, several non-Chinese OEMs have experienced declines in revenue and market share, resulting in certain traditional OEMs taking steps to reduce or restructure their operations in China.

For example, in the second half of 2024, General Motors (“GM”) announced plans to restructure their operations in China given the recent challenges in the Chinese market.

As GM, along with other traditional OEMs, are among our largest customers, our business and financial results may be adversely affected by decreases in their businesses or market share in China.

technologies.

If we or any of our collaborative partners terminate a

particularly during economic downturns.

See Item 7.

Significant Accounting Policies and Critical Accounting Estimates for a detailed discussion of our annual goodwill and intangible assets impairment assessment.

Approximately 65% of our net revenue for the year ended December 31, 2024 came from sales

For example, in February 2025, the U.S. government imposed or threatened to impose new tariffs on imported products from Mexico, Canada and China.

The impact of these tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available.

Despite recent trade negotiations between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., Mexico, Canada, China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.

Management continues to monitor the volatile geopolitical environment to

Risks Related to the Change in Tax Residency

We may be subject to various Swiss taxes as a result of the reorganization transaction.

In December 2024, Aptiv PLC completed a reorganization transaction, as defined in Item 1.

Business of this Annual Report on Form 10-K for further information on the Company’s reorganization transaction, in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purposes in Switzerland.

New Aptiv will be subject to annual capital taxes and corporate income taxes at the federal, cantonal and communal levels.

The overall (federal, cantonal, communal) effective corporate income tax rate may vary, but amount to a maximum of approximately 15% in 2024 for companies resident in Schaffhausen, Switzerland.

Aptiv is subject to a 35% Swiss withholding tax on gross dividend payment amounts and share repurchases unless such dividend payment or share repurchase is made out of qualifying capital contribution reserves or such payment is made via a virtual second line of trading through a third party bank.

Aptiv received a Swiss tax ruling confirming the creation of a material qualifying capital contribution reserve.

Aptiv expects to pay distributions to shareholders out of such reserves, and as a result, any such distributions to shareholders would be exempt from the Swiss withholding tax.

However, there can be no assurance that the Swiss withholding rules will not be changed in the future, the amount of qualifying capital contribution reserves may be depleted over time as Aptiv uses such reserves for distributions to shareholders or share repurchases and banks may not be offering second line of trading services at the time the distribution is made.

If Aptiv is unable to make a distribution out of qualifying capital contribution reserves, it may consider making the distribution through a third party bank via a second line of trading if available and if doing so would avoid the withholding tax.

If it does not have capital reserves and is not able to secure an efficient second line of trading, then any dividends paid by Aptiv or share repurchases by Aptiv will generally be subject to a Swiss withholding tax at a rate of 35%.

Finally, Aptiv is also subject to a Swiss issuance stamp tax levied at a rate of 1% on the fair value of share issuances and increases of our equity, other than in connection with qualifying restructurings like the Transaction.

In addition, Aptiv is subject to certain other Swiss indirect taxes (e.g., VAT and Swiss securities transfer stamp tax).

Refer to Item 1.

Business of this Annual Report on Form 10-K for further information on the Company’s reorganization transaction.

Planned Spin-off of Electrical Distribution Systems Business

We are pursuing a plan to separate our Electrical Distributions Systems business into an independent, publicly traded company.

The proposed separation is contingent upon the satisfaction of a number of conditions, may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits.

On January 22, 2025, we announced our intent to pursue a separation of our Electrical Distribution Systems business through a spin-off to our shareholders.

The proposed spin-off is subject to various conditions, is complex in nature, and may be affected by unanticipated developments, credit and equity markets, or changes in market conditions.

As independent, publicly traded companies, each business will be smaller and less diversified, with a narrower business focus and may be more vulnerable to changing market conditions.

The planned separation is intended to qualify as a tax-free transaction for both Swiss and U.S. federal income tax purposes.

Completion of the spin-off will be contingent upon customary closing conditions.

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

The semiconductor supply shortage impacted production in automotive and other industries.

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

Although we work closely with suppliers and customers to minimize any supply disruptions, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs.

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

demand related to vehicle segment purchases and content penetration.

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

In particular, Motional is dependent on the success of our relationship with Hyundai, our joint venture partner.

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

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

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

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.

Our results of operations, financial condition and cash flows could

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

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

This or any further widespread public health crises in China or any other country in which we operate could result in social, economic and labor instability.

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: 2023.][added: 2024.]

We deliver end-to-end mobility [removed: solutions] [added: solutions,] enabling our customers’ transition to [added: a] more electrified, software-defined [removed: vehicles.][added: future.]

We design and manufacture vehicle components and provide electrical, electronic and active safety technology [removed: solutions] to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.

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

[removed: - Generating record] [added: *•*Generating] new business awards of approximately [removed: $34] [added: $31] billion, based on expected volumes and prices, validating our industry leading portfolio of advanced technologies tied to the accelerating megatrends in our industry

- Producing [removed: $1.6] [added: $1.8] billion of operating [removed: income] [added: income,] or [removed: $2.1] [added: $2.4] billion of adjusted operating [removed: income] [added: income,] and cash flow from operations of [removed: $1.9] [added: $2.4] billion, demonstrating strong operating execution in the face of [removed: the OEM labor disruptions and] 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: 27%] [added: 31%] of our hourly workforce composed of contingent employees.

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

[removed: We are focused on enabling and delivering end-to-end] [added: end] smart mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.

We are also continuing to develop market-leading automated driving solutions such as automated driving software, [removed: key active safety] sensing and [removed: compute] [added: perception] technologies [added: enhanced through artificial intelligence and machine learning, as well as the underlying architecture technologies] capable of supporting safety-critical applications.

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

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

Global automotive vehicle production [removed: increased 9% (10%] [added: decreased 1% (3%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”) from [removed: 2022] [added: 2023] to [removed: 2023,] [added: 2024,] reflecting [removed: increased] vehicle production [added: declines] of [removed: 13% in Europe, 10%] [added: 5%] in [removed: China, 9%] [added: Europe and 2%] in North [removed: America and flat] [added: America, partially offset by increased] production [added: of 4%] in [added: China and 3% in] South America, our smallest region.

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

[removed: In 2023, global] [added: Global] inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our [removed: profitability] [added: sales] and [removed: this trend] [added: profitability, which] may continue in [removed: 2024.][added: 2025.]

In particular, changes to international trade agreements, such as the United States-Mexico-Canada [removed: Agreement] [added: Agreement, increases in trade tariffs, import quotas and other trade restrictions] or [added: actions, including retaliatory responses to such actions, or] other political pressures could affect the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions.

Refer to Note [removed: 20.][added: 5.]

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: 2023] [added: 2024] and less than 1% of our net sales for the year ended December 31, [removed: 2023] [added: 2024] 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: 34%] [added: 33%] of our net sales for the year ended December 31, [removed: 2023.][added: 2024.]

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

However, as a result of our customers’ recent production volatility and cancellations, [added: among other things,] our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Automotive production in China experienced growth of [removed: 10%] [added: 4%] in [removed: 2023,] [added: 2024,] which follows growth of [removed: 3%] [added: 10%] in [removed: 2022.][added: 2023.]

We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems [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.]

Our operations are subject to certain risks inherent in doing business globally, including military conflicts in regions in which we operate, [removed: unexpected] changes in laws or regulations governing labor, trade, or other monetary or tax fiscal policy changes, including the Organisation for Economic [removed: Co-operation’s] [added: Co-operation and Development] (“OECD”) Pillar Two [removed: Directive,] [added: Framework (the “Framework”),] tariffs, quotas, customs and other import or export restrictions or trade barriers.

[removed: For instance,] [added: In addition,] effective January 1, [removed: 2024,] [added: 2024 and January 1, 2025,] the government of Mexico implemented [removed: a] country-wide statutory minimum wage [removed: increase] [added: increases] of [removed: 20%.][added: 20% and 12%, respectively.]

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

We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business [removed: operations, trade or travel in response to a pandemic or widespread outbreak of an illness.]

[removed: Furthermore, existing] [added: Existing] free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.

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

We have a team of approximately [removed: 22,200] [added: 21,200] scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 11 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States.

Our total investment in research and development, including engineering, was approximately [removed: $1.8] [added: $1.6] billion, [removed: $1.5] [added: $1.8] billion and [removed: $1.4] [added: $1.5] billion for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively, which includes approximately [removed: $492] [added: $535] million, [removed: $379] [added: $492] million and [removed: $320] [added: $379] million of co-investment by customers and government agencies.

Each year we share some engineering expenses with OEMs and government agencies which generally ranges from [removed: 20%] [added: 25%] to [removed: 30%] [added: 35%] of engineering expenses.

We expect expenditures for research and development activities, including engineering, net of co-investment, to be approximately [removed: $1.2] [added: $1.1] billion for the year ended December 31, [removed: 2024.][added: 2025.]

We maintain a large portfolio of approximately [removed: 10,000] [added: 11,000] patents and protective rights in the operation of our business as of December 31, [removed: 2023.][added: 2024.]

[removed: In addition, during recent years, global economies and] our industry were subjected to significant inflationary cost pressures, and these pressures may continue in [removed: 2024.][added: 2025.]

Furthermore, we have substantial operational flexibility by leveraging a large workforce of contingent workers, which represented approximately [removed: 27%] [added: 31%] of the hourly workforce as of December 31, [removed: 2023.][added: 2024.]

Assuming constant product mix and pricing, based on our [removed: 2023] [added: 2024] results, we estimate that our EBITDA breakeven level would be reached if we experienced a 45% downturn to current product volumes.

We have a strong balance sheet with gross debt of approximately [removed: $6.2] [added: $8.5] billion and substantial available liquidity of approximately [removed: $4.1] [added: $3.6] billion consisting of cash and cash [removed: equivalents,] [added: equivalents] and available financing under our Revolving Credit Facility and committed European accounts receivable factoring facility (as defined below in Liquidity and Capital Resources) as of [added: December 31, 2024, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits liabilities.]

Our total net sales during the year ended December 31, [removed: 2023] [added: 2024] were [removed: $20.1] [added: $19.7] billion, [removed: an increase] [added: a decrease] of approximately [removed: 15%] [added: 2%] compared to [removed: 2022.][added: 2023.]

[removed: Our] [added: Despite declines in volume and the global inflationary environment, our] overall lean cost [removed: structure, along with continued growth in all regions,] [added: structure] has enabled us to achieve strong levels of operating income, while continuing to strategically invest in the future.

We are a global technology company focused on making the world safer, greener and more connected.

In December 2024, Old Aptiv (as defined below) completed its previously announced reorganization transaction (the “Transaction,” or the “reorganization transaction”), in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purposes in Switzerland.

As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for newly issued ordinary shares of New Aptiv.

Following consummation of the Transaction, holders of Old Aptiv shares became ordinary shareholders of New Aptiv, Old Aptiv became a wholly-owned subsidiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” The previous publicly-listed Jersey parent company, which was an Irish tax resident, is referred to as “Old Aptiv” throughout this Annual Report on Form 10-K.

New Aptiv’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “APTV,” the same symbol under which the Old Aptiv shares were previously listed.

Aptiv PLC remains a public limited company incorporated under the laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission reporting requirements.

In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings Limited (“Aptiv Swiss Holdings”), a newly formed Jersey incorporated private limited company, and a direct, wholly-owned subsidiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old Aptiv ceasing to exist.

Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in Aptiv Swiss Holdings, and all debts, liabilities and duties of Old Aptiv became debts, liabilities and duties of Aptiv Swiss Holdings.

As a result of the Transaction described above, there were no material changes in Aptiv PLC’s operations or governance.

In connection with the Transaction, New Aptiv assumed Old Aptiv’s Long-Term Incentive Plans and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to each Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under each Credit Agreement as the “parent entity” thereunder.

In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to each Credit Agreement in which New Aptiv guaranteed the obligations under each Credit Agreement.

Following the reorganization transaction, Aptiv Swiss Holdings replaced Old Aptiv as an obligor

under the Credit Agreements, the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreements (and will act as the “parent entity” thereunder) and the indentures.

Planned Spin-off of Electrical Distribution Systems Business

On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business through a transaction expected to be treated as a tax-free spin-off to Aptiv’s shareholders.

The Company plans to complete the separation by March 31, 2026, subject to customary closing conditions.

Our 2024 performance reflects our solid execution and cost reduction initiatives despite declines in volume and the global inflationary environment.

- Delivering strong earnings growth over the prior year despite declines in volume and the global inflationary environment

◦Delivering expanded operating income margin of 9.3%, or adjusted operating income margin of 12.0%, driven by strong operating performance and cost reduction initiatives

*•*Funding $4.1 billion in share repurchases, including $3.0 billion under the terms of the Company’s accelerated share repurchase program (“ASR”)

- Refinancing over $1.4 billion in near-term debt maturities and successfully maintaining a well-laddered debt maturity profile, providing financial flexibility and reducing short-term refinancing risks

- Restructuring our Motional AD LLC (“Motional”) joint venture ownership, reducing our common equity interest in Motional from 50% to 15%, eliminating future cash funding requirements while maintaining access to insights and market intelligence

◦Ongoing advancement in adapting advanced driver assistance systems to leverage containerized, service-based software architecture; and

◦Increasing our customer choice and regional flexibility through investments in computer vision providers StradVision, Inc. (“StradVision”) and MAXIEYE Automotive Technology (Ningbo) Co., Ltd. (“Maxieye”).

We are focused on enabling and delivering end-to-

Although we believe our strategic partnerships have us well-aligned with industry technology mega-trends in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.

In April 2024, Aptiv and Hyundai entered into an agreement to restructure Aptiv’s ownership interest in Motional and for Hyundai to provide additional funding to Motional, which also eliminated any requirements for additional future funding from Aptiv.

These transactions, which were completed in May 2024, resulted in the reduction of our common equity interest in Motional from 50% as of December 31, 2023 to approximately 15%.

The total gain recorded as a result of these transactions was approximately $641 million ($2.50 per diluted share) during the year ended December 31, 2024, within net gain on equity method transactions in the consolidated statements of operations.

Investments in Affiliates to the audited consolidated financial statements contained herein for further information on these transactions.

*Global supply chain disruptions.* Global supply chain disruptions could lead to interruptions in our production, which could impact our ability to fully meet the vehicle production demands of OEMs at times due to events which are outside our control.

Our business in China may also be impacted by the expanding market share of domestic Chinese OEMs in the China market, which has led to declines in revenue and market share of non-Chinese OEMs, resulting in certain traditional OEMs taking steps to reduce or restructure their operations in China.

For example, in February 2025, the U.S. government imposed or threatened to impose new tariffs on imported products from Mexico, Canada and China.

The impact of these tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available.

Despite recent trade negotiations between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., Mexico, Canada, China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.

operations, trade or travel in response to a pandemic or widespread outbreak of an illness.

In addition, during recent years, global economies and

Our overall volumes decreased 2%, which was driven in part by decreased global automotive production of 1% (3% on an AWM basis) for the year ended December 31, 2024, compared to 2023 production rates.

consumer demand related to vehicle segment purchases and content penetration.

| Net gain on equity method transactions | | | | | | | | | | | | | | | | | | | | | 605 | | | | | | — | | | | | | 605 | | |

We are a leading global technology and mobility architecture company primarily serving the automotive sector.

Our 2023 performance reflects increasing global vehicle production and our solid execution despite the global inflationary environment and North American OEM labor strikes.

- Delivering strong revenue growth over the prior year despite adverse impacts from the North American OEM labor strikes

- 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.

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

In addition, Motional is involved in collaborative arrangements with mobility providers and with smart cities such as Boston, Las Vegas, Los Angeles and Singapore as solutions are developed for the evolving nature of the mobility industry.

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

The remaining assets and liabilities were de minimis, net of the appropriate valuation allowances, and were presented as other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2022.

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

The semiconductor supply shortage impacted production in automotive and other industries.

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

Although we work closely with suppliers and customers to minimize any supply disruptions, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs.

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

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.

December 31, 2023, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits liabilities.

Our overall volumes increased 10%, which reflects volume growth in all regions, as well as increased global automotive production of 9% (10% on an AWM basis) for the year ended December 31, 2023, compared to 2022 production rates, which was partially offset by adverse impacts to our revenue of approximately $180 million resulting from the UAW labor strikes.

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

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

Our volumes increased 10% for the period, which reflects volume growth in all regions, as well as increased global automotive production of 9% (10% on an AWM basis), which was partially offset by adverse impacts of approximately $180 million resulting from the UAW labor strikes and unfavorable foreign currency impacts, primarily related to the Chinese Yuan Renminbi, partially offset by impacts related to the Euro.

Our total net sales also reflect the impact of favorable pricing, net of contractual price reductions, of $345 million, and net sales as a result of our acquisitions of Wind River and Intercable Automotive of $634 million, which is reflected in Other above.

| 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 costs of $418 million resulting from the operations of the businesses acquired; and

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

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

SG&A increased as a percentage of net sales for the year ended December 31, 2023 as compared to 2022, primarily due to the inclusion of costs from the operations of the business acquired, partially offset by increased sales in 2023.

The increase in amortization during the year ended December 31, 2023 compared to 2022 is primarily attributable to the acquisitions of Wind River and Intercable Automotive in the fourth quarter of 2022.

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 increase in interest expense during the year ended December 31, 2023 compared to 2022 includes the impacts of an increased interest rate on the Tranche A Term Loan while it was outstanding during 2023 and the issuance of $2.5 billion in aggregate principal amount of senior unsecured notes in February 2022 (the “2022 Senior Notes”).

Other expense, net for the year ended December 31, 2022 includes $61 million in transaction costs, primarily related to the acquisitions of Wind River and Intercable Automotive, as further discussed in Note 20.

During the year ended December 31, 2022, the Company also recognized interest income of $86 million, partially offset by losses of $52 million for the change in fair value of publicly traded equity securities.

The effective tax rate for the year ended December 31, 2022 was impacted by favorable changes in valuation allowances offset by changes in reserves and provision to return adjustments.

The effective tax rate was also impacted by impairments and charges related to our exit from our majority owned Russian subsidiary and other charges in Ukraine for which no tax benefit was recognized.

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

During the year ended December 31, [removed: 2023,] [added: 2024,] the foreign currency translation adjustment [removed: gain] [added: loss] of [removed: $30] [added: $282] million was primarily due to the impact of a [removed: weakening] [added: strengthening] U.S. dollar, which [removed: decreased] [added: increased] approximately [removed: 15%] [added: 18%] in relation to the Mexican [removed: Peso and 3%] [added: Peso, approximately 6%] in relation to the [removed: Euro, partially offset by an increase of] [added: Euro and] approximately [removed: 2%] [added: 1%] in relation to the Chinese Yuan Renminbi from December 31, [removed: 2022.][added: 2023.]

Derivatives and Hedging Activities to the audited consolidated financial statements included herein, in order to manage certain translational exposure, we have designated the [removed: 2015] [added: 2024] Euro-denominated Senior Notes and the 2016 Euro-denominated Senior Notes as net investment hedges of the foreign currency exposure of our investments in certain Euro-denominated [removed: subsidiaries.][added: subsidiaries, and had designated the 2015 Euro-denominated Senior Notes prior to being redeemed in December 2024.]

Currently, our most significant hedged currency exposures relate to the Mexican Peso, Chinese Yuan Renminbi, Polish Zloty, [removed: Euro] [added: British Pound] and Hungarian Forint.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately [removed: $507] [added: $925] million and [removed: $446] [added: $507] 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 [removed: gain] [added: loss] of approximately [removed: $23] [added: $21] million and [removed: $17] [added: a gain of approximately $23] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The potential change in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be a loss of approximately [removed: $9] [added: $21] million and [removed: $6] [added: $9] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The net fair value of our contracts was a liability of [removed: $2] [added: $6] million and [removed: $35] [added: $2] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by [removed: $43] [added: $41] million and [removed: $37] [added: $43] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The Credit Agreement carries an interest rate, at our option, on Revolving Credit Facility borrowings of either (a) the ABR plus 0.06% per annum, or (b) SOFR plus 1.06% per annum, [removed: each of] which [removed: include] [added: includes] an adjustment resulting from the Company having met the sustainability-linked targets for the [removed: 2022] [added: 2023] calendar year.

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

[removed: The applicable] interest rates listed above for the [removed: Revolving] [added: Term Loan A] Credit [removed: Facility] [added: Agreement] may increase or decrease from time to time in increments of [removed: 0.01%] [added: 0.125%] to [removed: 0.20%,] [added: 0.25%,] up to a maximum of [removed: 0.40%] [added: 0.50%] based [added: on changes to our corporate credit ratings.]

[added: The applicable interest rates listed above for the Revolving Credit Facility may increase or decrease from time to time in increments of 0.01% to 0.20%, up to a maximum of 0.40% based] on changes to our corporate credit ratings or based on whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety, as further discussed in Note 11.

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

As of December 31, 2024, we had approximately $250 million of floating rate debt related to the Term Loan A Credit Agreement, and no floating rate debt outstanding related to the Credit Agreement.

The Term Loan A Credit Agreement carries an interest rate, at our option, on loan borrowings of either (a) the ABR plus 0.25% per annum, or (b) SOFR plus 1.25% per annum.

The applicable

The table below indicates interest rate sensitivity on interest expense to floating rate debt based on amounts outstanding as of December 31, 2024.

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

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

| | | | | | | Term Loan A Credit Agreement | | | | | | | | |

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

| 25 bp decrease | | | | | | ‘\- $1 | | | | | | | | |

| 25 bp increase | | | | | | ‘\+ $1 | | | | | | | | |

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.

[removed: The Company’s] [added: New Aptiv’s] ordinary shares are publicly traded on the New York Stock Exchange [added: (“NYSE”)] under the symbol [removed: “APTV.”][added: “APTV,” the same symbol under which the Old Aptiv shares were previously listed.]

We deliver end-to-end mobility solutions, enabling our customers’ transition to [added: a] more electrified, software-defined [removed: vehicles.][added: future.]

We design and manufacture vehicle components and provide electrical, electronic and active safety technology [removed: solutions] to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.

We operate [removed: 138] [added: 140] major manufacturing facilities and 11 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries.

We have a presence in [removed: 50] [added: 49] countries and have approximately [removed: 22,200] [added: 21,200] scientists, engineers and technicians focused on developing market relevant product solutions for our customers.

We believe the automotive industry is being shaped by rapidly increasing consumer demand for new mobility solutions, advanced technologies, including software-defined vehicles, and vehicle connectivity, as well as [removed: increasing] government regulation related to vehicle safety, fuel efficiency and emissions control.

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

- Advanced Safety and User Experience—This [removed: segment] [added: segment, which includes our Active Safety, User Experience and Smart Vehicle Compute and Software businesses,] provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, cloud-native software platforms, application software, autonomous driving technologies and end-to-end DevOps tools.

Our customer base includes the 25 largest automotive OEMs in the world, and in [removed: 2023, 28%] [added: 2024, 29%] of our net sales came from the Asia Pacific region, which we have identified as a key market likely to experience substantial long-term growth.

In addition, in [removed: 2023] [added: 2024] our products were found in 17 of the 20 top-selling vehicle models in the United States (“U.S.”), [removed: 16] [added: 17] of the 20 top-selling vehicle models in Europe and 12 of the 20 top-selling vehicle models in China.

In [removed: 2023,] [added: 2024,] the industry experienced [removed: increased] [added: decreased] global customer sales and production schedules, [removed: despite] [added: and increased inventory levels, primarily driven by] various global uncertainties and global inflationary pressures.

Global automotive vehicle production [removed: increased 9% (10%] [added: decreased 1% (3%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue) from [removed: 2022] [added: 2023] to [removed: 2023,] [added: 2024,] reflecting [removed: increased vehicle production of 13% in Europe, 10% in China, 9% in North America and flat production in South America, our smallest region.]

In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through [removed: 2024] [added: 2025] and beyond.

Based on the current regulatory environment, we believe that OEMs, including those in the [removed: U.S.] [added: U.S., the European Union (the “E.U.”)] and China, will be subject to requirements for even greater reductions in carbon dioxide (“CO2”) emissions over the next ten years.

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

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

[removed: Also] [added: Also,] with increased smart device usage in vehicles, driver distractions can be dramatically increased, which in turn results in greater risk of [removed: accidents.]

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

The combination of advanced technologies being developed within these mega-trends is [removed: also] contributing to [removed: increasing industry development of autonomous driving technologies, leading to a fully automated driving experience.][added: the digital transformation across mission-critical industries.]

[removed: We expect] [added: Intelligent, software-defined solutions, such as increasingly capable] automated driving [removed: technologies] [added: technologies,] will provide strong societal benefit as well as the opportunity for long-term growth for our product [removed: offerings in this space,] [added: offerings,] including new potential customers such as mobility [removed: providers] [added: providers, telecommunications network operators] and smart [removed: cities that require solutions to increasing urban mobility challenges.][added: cities.]

Societal benefits of increased vehicle automation include enhanced safety (resulting from collision avoidance and improved vehicle control), environmental improvements (a reduction in CO2 emissions resulting from optimized driving behavior), labor cost savings and improved productivity (as a result of alternate uses for drive [removed: time).][added: time) and unlocking new software and data-driven services.]

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

We are also continuing to develop market-leading automated driving solutions such as automated driving software, [removed: key active safety] sensing and [removed: compute] [added: perception] technologies [added: enhanced through artificial intelligence and machine learning, as well as the underlying architecture technologies] capable of supporting safety-critical applications.

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

Many OEMs [removed: have adopted] [added: are continuing to adopt] global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability.

As a result, OEMs [removed: select] [added: are selecting] suppliers that have the capability to manufacture products on a worldwide basis as well as the flexibility to adapt to regional variations.

OEMs are also increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce [removed: costs.][added: costs and weight.]

[removed: This segment] [added: *•*Signal and Power Solutions—This segment, which includes our Engineered Components Group and Electrical Distribution Systems businesses,] provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including [added: engineered component products,] connectors, wiring assemblies and harnesses, cable management, electrical centers and high voltage [added: power] and safety-critical [added: data] distribution systems.

- [removed: High] [added: Engineered Components Group consists of high] quality connectors [removed: are] engineered primarily for use in automotive and related markets, [removed: and] [added: which] also have applications in the industrial, telematics, aerospace, defense and medical [removed: sectors.][added: sectors, as well as Electrical Centers, which provide centralized electrical power and signal distribution and all of the associated circuit protection and switching devices needed to support the optimization of the overall vehicle electrical system.]

- [added: Electrical] Distribution [removed: systems,] [added: Systems,] including 48-volt hybrid and high voltage systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation (this product line makes up approximately 42%, [removed: 44%] [added: 43%] and [removed: 42%] [added: 44%] of our total revenue for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively).

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 [added: 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.]

Our [added: key] competitors in each of our operating segments [added: include but] are [removed: as follows:][added: not limited to:]

| • [removed: Molex Inc.] [added: Molex, LLC] (a subsidiary of [removed: Koch Industries,] [added: Koch,] Inc.) | | | | | |

| • Sumitomo Electric [removed: Industries] [added: Industries, Ltd.] | | | | | |

| • Magna [removed: International] [added: International, Inc.] | | | | | |

Our ten largest customers accounted for approximately [removed: 54%] [added: 55%] of our total net sales for the year ended December 31, [removed: 2023,] [added: 2024,] none of which individually exceeded 10%.

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 [added: do not necessarily constitute firm orders.]

As of December 31, [removed: 2023,] [added: 2024,] we have not experienced any significant shortages of raw materials, however, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels.

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

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 154,000] [added: 141,000] people; 31,000 salaried employees and [removed: 123,000] [added: 110,000] hourly employees.

In December 2024, Old Aptiv (as defined below), a public limited company formed under the laws of Jersey on May 19, 2011, completed its previously announced reorganization transaction (the “Transaction,” or the “reorganization transaction”), in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purposes in Switzerland.

As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for newly issued ordinary shares of New Aptiv.

Following consummation of the Transaction, holders of Old Aptiv shares became ordinary shareholders of New Aptiv, Old Aptiv became a wholly-owned subsidiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” The previous publicly-listed Jersey parent company, which was an Irish tax resident, is referred to as “Old Aptiv” throughout this Annual Report on Form 10-K.

Aptiv PLC remains a public limited company incorporated under the laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission reporting requirements.

In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings Limited (“Aptiv Swiss Holdings”), a newly formed Jersey incorporated private limited company, and a direct, wholly-owned subsidiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old Aptiv ceasing to exist.

Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in Aptiv Swiss Holdings, and all debts, liabilities and duties of Old Aptiv became debts, liabilities and duties of Aptiv Swiss Holdings.

In connection with the Transaction, New Aptiv assumed Old Aptiv’s Long-Term Incentive Plans and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to each Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under each Credit Agreement as the “parent entity” thereunder.

In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to each Credit Agreement in which New Aptiv guaranteed the obligations under each Credit Agreement.

Following the reorganization transaction, Aptiv Swiss Holdings replaced Old Aptiv as an obligor under the Credit Agreements, the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreements (and will act as the “parent entity” thereunder) and the indentures.

As a result of the Transaction described above, there were no material changes in Aptiv PLC’s operations or governance.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

References in this Annual Report on Form 10-K, including the exhibits being filed as part of this report, to “Aptiv PLC,” “Aptiv,” the “Company,” “we,” “us” and “our” refers to Old Aptiv (Aptiv PLC before the Transaction in December 2024) and to New Aptiv (Aptiv PLC after the Transaction in December 2024).

Aptiv is a global technology company focused on making the world safer, greener and more connected.

Planned Spin-off of Electrical Distribution Systems Business

On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business through a transaction expected to be treated as a tax-free spin-off to Aptiv’s shareholders.

The Company plans to complete the separation by March 31, 2026, subject to customary closing conditions.

More broadly, the “Safe,” “Green” and “Connected” mega-trends are expected to drive higher growth for our products than the underlying markets they serve.

Our ten largest platforms in 2024 were with seven different OEMs.

vehicle production declines of 5% in Europe and 2% in North America, partially offset by increased production of 4% in China and 3% in South America, our smallest region.

In 2023, the E.U. amended regulations, which require that all new passenger cars and vans sold in the E.U. to have zero CO2 emissions by 2035.

accidents.

Although we believe our strategic partnerships have us well-aligned with industry technology mega-trends in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.

In April 2024, Aptiv and Hyundai entered into an agreement to restructure Aptiv’s ownership interest in Motional and for Hyundai to provide additional funding to Motional, which also eliminated any requirements for additional future funding from Aptiv.

These transactions, which were completed in May 2024, resulted in the reduction of our common equity interest in Motional from 50% as of December 31, 2023 to approximately 15%.

The total gain recorded as a result of these transactions was approximately $641 million ($2.50 per diluted share) during the year ended December 31, 2024, within net gain on equity method transactions in the consolidated statements of operations.

Refer to Note 5.

Investments in Affiliates to the audited consolidated financial statements contained herein for further information on these transactions.

| • Luxshare Precision Industry Co., Ltd. | | | | | |

| • TE Connectivity plc | | | | | |

People

As of December 31, 2024, approximately 50% of our total workforce were women, and approximately 25% of management roles were held by women.

Aptiv is continuing to drive innovation through an inclusive workforce for all, where every individual feels a sense of belonging within the organization.

We routinely provide training to provide managers and employees with the skills and capabilities that will lead Aptiv into the future.

In December 2024, 83% of our salaried employees responded to this survey.

Aptiv saw a higher participation rate and moved closer to the industry benchmark of 7.9 with a score of 7.7.

Aptiv’s score has been consistently in the middle range of the Technology and Manufacturing benchmarks.

He joined Aptiv from LKQ Corporation, a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles, where he most recently served as senior advisor, following roles as chief executive officer, LKQ Europe from 2022 to 2023 and executive vice president and chief financial officer from 2017 to 2022.

Prior to serving at LKQ, Mr. Laroyia served as chief financial officer, Global Workplace Solutions for CBRE Group, Inc. from 2015 to 2017 and, prior to that, in a variety of roles of increasing responsibility at Johnson Controls, Gateway, General Electric and KPMG in Europe and North America.

*Javed Khan*, 52, is president of Software and Advanced Safety and User Experience, a position he has held since August 2024.

Before joining Aptiv, he served as senior vice president and general manager of Cisco Collaboration, and prior to his tenure at Cisco, Mr. Khan was the vice president of Enterprise and Consumer Security products at Symantec.

“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC (formerly known as Delphi Automotive PLC), a public limited company formed under the laws of Jersey on May 19, 2011, which completed an initial public offering on November 22, 2011, and its consolidated subsidiaries.

Aptiv is a leading global technology and mobility architecture company primarily serving the automotive sector.

These industry mega-trends, which we refer to as “Safe,” “Green” and “Connected,” are driving higher growth in products that address these trends than growth in the automotive industry overall.

Our ten largest platforms in 2023

were with six different OEMs.

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

In 2021, the EPA also finalized more stringent GHG emissions standards for passenger car and light trucks for model years 2023-2026.

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

In addition, Motional is involved in collaborative arrangements with mobility providers and with smart cities such as Boston, Las Vegas, Los Angeles and Singapore as solutions are developed for the evolving nature of the mobility industry.

To guide our product strategies and investments in technology with a focus on developing advanced technologies to drive growth within the Safe, Green and Connected mega-trends, we utilize and benefit from our Technology Advisory Council, a panel of prominent global technology thought leaders.

- Electrical centers provide centralized electrical power and signal distribution and all of the associated circuit protection and switching devices, needed to support the optimization of the overall vehicle electrical system.

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.

| • Leoni AG | | | | | |

| • TE Connectivity, Ltd. | | | | | |

do not necessarily constitute firm orders.

Human Capital Resources

We routinely host culture training workshops to help newly appointed managers understand Aptiv’s values and behaviors to become better leaders.

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.

Diversity and Inclusion

As of December 31, 2023, the percentage of our global workforce represented by women was approximately 49% and the percentage of management represented by women was 26%.

As of December 31, 2023, the percentage of our U.S. based workforce represented by minorities was approximately 46% and the percentage of U.S. based management represented by minorities was approximately 30%.

Aptiv is committed to continuing to increase its level of diversity, specifically in middle management, senior leadership and technology roles, over the coming years.

*Matthew M.

Cole*, 54, is senior vice president of Aptiv and president of Advanced Safety and User Experience, effective January 2023.

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

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

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

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

He began his career at Ford Motor Company in 1992.

*William T.

Presley*, 54, is senior vice president and chief operating officer of Aptiv, a position he has held since December 2022, and president, Signal and Power Solutions, a position he has held since September 2020.

Mr. Presley joined Aptiv in January 2019 as president of the Electrical Distribution Systems business unit.

Prior to joining Aptiv, he was at Lear Corporation.

Mr. Presley most recently served as Lear’s vice president of the Wire Harness and Component business unit from 2018 to 2019, vice president of the Component business unit in 2017 and vice president, Global Electrical Engineering from 2013 to 2017.

He began his Lear career in 2008 and held several leadership positions of increasing responsibility.

Before joining Lear, Mr. Presley held several positions at Chrysler Corporation.

Mr. Presley also served in both the U.S. Army and the Michigan Army National Guard for a combined total of 13 years as a Field Artillery Officer.

*Sophia M.

Velastegui*, 48, is senior vice president and chief product officer of Aptiv, effective February 2022.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| [removed: 2.396%] [added: 4.650%] Senior Notes due [removed: 2025] [added: 2029] | | | | | | APTV | | | | | | New York Stock Exchange | | |

| [removed: 1.500%] [added: 5.150%] Senior Notes due [removed: 2025] [added: 2034] | | | | | | APTV | | | | | | New York Stock Exchange | | |

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $28,792,327,747] [added: $18,718,930,601] (based on the closing sale price of the registrant’s ordinary shares on that date as reported on the New York Stock Exchange).

The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of [removed: February 2, 2024,] [added: January 31, 2025,] was [removed: 279,036,041.][added: 229,446,368.]

Portions of the registrant’s definitive Proxy Statement related to the [removed: 2024] [added: 2025] 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](#i89ff989f3b91430985cf21641e23b648_16)] [added: [Business](#i741f9b039e714b09860dba755b700b9e_16)] | | | [removed: [5](#i89ff989f3b91430985cf21641e23b648_16)] [added: [5](#i741f9b039e714b09860dba755b700b9e_16)] | | |

| Supplementary Item. | | | [Executive Officers of the [removed: Registrant](#i89ff989f3b91430985cf21641e23b648_19)] [added: Registrant](#i741f9b039e714b09860dba755b700b9e_22)] | | | [removed: [13](#i89ff989f3b91430985cf21641e23b648_19)] [added: [14](#i741f9b039e714b09860dba755b700b9e_22)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i89ff989f3b91430985cf21641e23b648_22)] [added: Factors](#i741f9b039e714b09860dba755b700b9e_25)] | | | [removed: [15](#i89ff989f3b91430985cf21641e23b648_22)] [added: [16](#i741f9b039e714b09860dba755b700b9e_25)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i89ff989f3b91430985cf21641e23b648_25)] [added: Comments](#i741f9b039e714b09860dba755b700b9e_28)] | | | [removed: [27](#i89ff989f3b91430985cf21641e23b648_25)] [added: [29](#i741f9b039e714b09860dba755b700b9e_28)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i89ff989f3b91430985cf21641e23b648_43)] [added: [Cybersecurity](#i741f9b039e714b09860dba755b700b9e_31)] | | | [removed: [27](#i89ff989f3b91430985cf21641e23b648_43)] [added: [29](#i741f9b039e714b09860dba755b700b9e_31)] | | |

| Item 2. | | | [removed: [Properties](#i89ff989f3b91430985cf21641e23b648_28)] [added: [Properties](#i741f9b039e714b09860dba755b700b9e_34)] | | | [removed: [29](#i89ff989f3b91430985cf21641e23b648_28)] [added: [31](#i741f9b039e714b09860dba755b700b9e_34)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i89ff989f3b91430985cf21641e23b648_31)] [added: Proceedings](#i741f9b039e714b09860dba755b700b9e_37)] | | | [removed: [29](#i89ff989f3b91430985cf21641e23b648_31)] [added: [31](#i741f9b039e714b09860dba755b700b9e_37)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i89ff989f3b91430985cf21641e23b648_34)] [added: Disclosures](#i741f9b039e714b09860dba755b700b9e_40)] | | | [removed: [29](#i89ff989f3b91430985cf21641e23b648_34)] [added: [31](#i741f9b039e714b09860dba755b700b9e_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i89ff989f3b91430985cf21641e23b648_40)] [added: Securities](#i741f9b039e714b09860dba755b700b9e_46)] | | | [removed: [30](#i89ff989f3b91430985cf21641e23b648_40)] [added: [32](#i741f9b039e714b09860dba755b700b9e_46)] | | |

| Item 6. | | | [removed: [\[Reserved](#i89ff989f3b91430985cf21641e23b648_1099511629590)[\]](#i89ff989f3b91430985cf21641e23b648_1099511629590)] [added: [\[Reserved\]](#i741f9b039e714b09860dba755b700b9e_52)] | | | [removed: [31](#i89ff989f3b91430985cf21641e23b648_1099511629590)] [added: [33](#i741f9b039e714b09860dba755b700b9e_52)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i89ff989f3b91430985cf21641e23b648_46)] [added: Operations](#i741f9b039e714b09860dba755b700b9e_55)] | | | [removed: [31](#i89ff989f3b91430985cf21641e23b648_46)] [added: [34](#i741f9b039e714b09860dba755b700b9e_55)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i89ff989f3b91430985cf21641e23b648_70)] [added: Risk](#i741f9b039e714b09860dba755b700b9e_79)] | | | [removed: [57](#i89ff989f3b91430985cf21641e23b648_70)] [added: [62](#i741f9b039e714b09860dba755b700b9e_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i89ff989f3b91430985cf21641e23b648_73)] [added: Data](#i741f9b039e714b09860dba755b700b9e_82)] | | | [removed: [60](#i89ff989f3b91430985cf21641e23b648_73)] [added: [65](#i741f9b039e714b09860dba755b700b9e_82)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i89ff989f3b91430985cf21641e23b648_196)] [added: Disclosure](#i741f9b039e714b09860dba755b700b9e_196)] | | | [removed: [127](#i89ff989f3b91430985cf21641e23b648_196)] [added: [139](#i741f9b039e714b09860dba755b700b9e_196)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i89ff989f3b91430985cf21641e23b648_199)] [added: Procedures](#i741f9b039e714b09860dba755b700b9e_199)] | | | [removed: [127](#i89ff989f3b91430985cf21641e23b648_199)] [added: [139](#i741f9b039e714b09860dba755b700b9e_199)] | | |

| Item 9B. | | | [Other [removed: Information](#i89ff989f3b91430985cf21641e23b648_202)] [added: Information](#i741f9b039e714b09860dba755b700b9e_202)] | | | [removed: [128](#i89ff989f3b91430985cf21641e23b648_202)] [added: [140](#i741f9b039e714b09860dba755b700b9e_202)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i89ff989f3b91430985cf21641e23b648_208)] [added: Governance](#i741f9b039e714b09860dba755b700b9e_208)] | | | [removed: [129](#i89ff989f3b91430985cf21641e23b648_208)] [added: [141](#i741f9b039e714b09860dba755b700b9e_208)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i89ff989f3b91430985cf21641e23b648_211)] [added: Compensation](#i741f9b039e714b09860dba755b700b9e_211)] | | | [removed: [129](#i89ff989f3b91430985cf21641e23b648_211)] [added: [141](#i741f9b039e714b09860dba755b700b9e_211)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i89ff989f3b91430985cf21641e23b648_214)] [added: Matters](#i741f9b039e714b09860dba755b700b9e_214)] | | | [removed: [129](#i89ff989f3b91430985cf21641e23b648_214)] [added: [141](#i741f9b039e714b09860dba755b700b9e_214)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i89ff989f3b91430985cf21641e23b648_217)] [added: Independence](#i741f9b039e714b09860dba755b700b9e_220)] | | | [removed: [129](#i89ff989f3b91430985cf21641e23b648_217)] [added: [141](#i741f9b039e714b09860dba755b700b9e_220)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i89ff989f3b91430985cf21641e23b648_220)] [added: Services](#i741f9b039e714b09860dba755b700b9e_223)] | | | [removed: [129](#i89ff989f3b91430985cf21641e23b648_220)] [added: [141](#i741f9b039e714b09860dba755b700b9e_223)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i89ff989f3b91430985cf21641e23b648_226)] [added: Schedules](#i741f9b039e714b09860dba755b700b9e_229)] | | | [removed: [130](#i89ff989f3b91430985cf21641e23b648_226)] [added: [142](#i741f9b039e714b09860dba755b700b9e_229)] | | |

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 created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential 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: the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions;] 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.

| Jersey | | | | | | 98-1824200 | | |

Spitalstrasse 5, 8200 Schaffhausen, Switzerland

+41 52 580 96 00

| 4.250% Senior Notes due 2036 | | | | | | APTV | | | | | | New York Stock Exchange | | |

| 5.750% Senior Notes due 2054 | | | | | | APTV | | | | | | New York Stock Exchange | | |

| 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 | | | | | | APTV | | | | | | New York Stock Exchange | | |

| Jersey | | | | | | 98-1029562 | | |

5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland

353-1-259-7013

In [removed: 2023,] [added: 2024,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

As of December 31, [removed: 2023,] [added: 2024,] we owned or leased [removed: 138] [added: 140] major manufacturing sites and 11 major technical centers.

We have a presence in [removed: 50] [added: 49] countries.

| Signal and Power Solutions | | | 46 | | | | | | [removed: 40] [added: 42] | | | | | | [removed: 36] [added: 38] | | | | | | 5 | | | | | | [removed: 127] [added: 131] | | |

| Advanced Safety and User Experience | | | 2 | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 4] [added: 3] | | | | | | — | | | | | | [removed: 11] [added: 9] | | |

Of our [removed: 138] [added: 140] major manufacturing sites and 11 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, 66 are primarily owned and [removed: 83] [added: 85] are primarily leased.

| Total | | | 48 | | | | | | 46 | | | | | | 41 | | | | | | 5 | | | | | | 140 | | |

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

The Company’s ordinary shares are publicly [removed: traded] [added: listed] on the New York Stock Exchange under the symbol “APTV.”

The following graph reflects the comparative changes in the value from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] assuming an initial investment of $100 and the reinvestment of dividends, if any in (1) our ordinary shares, (2) the S&P 500 index and (3) the Automotive Peer Group.

[removed: ][added: ]

* $100 invested on December 31, [removed: 2018] [added: 2019] in our stock or in the relevant index, including reinvestment of dividends.

Fiscal year ended December 31, [removed: 2023.][added: 2024.]

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

| Company Index | | | | | | 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] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

[removed: (3)In January 2019,] [added: In July 2024,] the Board of Directors authorized a [added: new] share repurchase program of up to [removed: $2.0] [added: $5.0] billion.

This program [removed: follows the] [added: commenced following] completion of the [removed: previously announced] [added: Company’s January 2019] share repurchase program of [removed: $1.5] [added: up to $2.0] billion, which was approved by the Board of Directors in [removed: April 2016.][added: January 2019.]

As of January 31, 2025, there was 1 shareholder of record of our ordinary shares.

| Aptiv PLC (1) | | | | | | $ | 100.00 | | | | | $ | 137.52 | | | | | $ | 174.11 | | | | | $ | 98.30 | | | | | $ | 94.70 | | | | | $ | 63.84 | |

| S&P 500 (2) | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| Automotive Peer Group (3) | | | | | | $ | 100.00 | | | | | $ | 291.17 | | | | | $ | 433.35 | | | | | $ | 183.92 | | | | | $ | 296.83 | | | | | $ | 434.04 | |

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 | | | | | | 2,908,742 | | | (1) | | | | | | $ | — | | (2) | | | | | | 8,118,910 | | | (3) | | |

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

| Total | | | | | | 2,908,742 | | | | | | | | | $ | — | | | | | | | | 8,118,910 | | | | | |

(1)Includes (a) 30,497 outstanding restricted stock units granted to our Board of Directors which were granted under the 2024 Aptiv PLC Long Term Incentive Plan, as amended and restated effective April 24, 2024 (the “2024 LTIP”) and (b) 2,878,245 outstanding time- and performance-based restricted stock units granted to our employees, of which 524,323 were granted under the 2024 LTIP and 2,353,922 were granted under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015.

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

(3)Remaining shares available under the 2024 LTIP.

There were no repurchases of equity securities during the quarter ended December 31, 2024.

On August 1, 2024, under the existing and new authorizations, the Company entered into an accelerated share repurchase program to repurchase an aggregate amount of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”).

Under the terms of the ASR Agreements, the Company made an aggregate payment of $3.0 billion (the “Repurchase Price”) and received initial deliveries of approximately 30.8 million ordinary shares in aggregate, with a value of $2.25 billion, which were retired immediately and recorded as a reduction to shareholders’ equity.

The final settlements under the ASR Agreements are scheduled to occur no later than the second quarter of 2025, and in each case may be accelerated at the option of the applicable counterparty.

As of December 31, 2024, approximately $2,515 million remained available remained available under the July 2024 program.

As of February 2, 2024, there were 2 shareholders of record of our ordinary shares.

| 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.

We have audited the accompanying consolidated balance sheets of APTIV PLC (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 6, 2024] [added: 7, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Notes 2 and 14, the Company establishes reserves for uncertain tax positions for positions that are taken on their income tax returns that might not be sustained upon examination by the taxing authorities. At December 31, [removed: 2023,] [added: 2024,] the Company has recorded approximately [removed: $222] [added: $227] 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, including those related to intercompany transfers of certain intellectual property,] [added: positions] and then evaluates the recognition and measurement steps to determine the amount that should be recognized. The Company then evaluates uncertain tax positions in subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs. | | |

| | | | 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 China, Germany, Ireland, [removed: Luxembourg,] Mexico, South Korea, 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 [removed: valuation and] tax professionals, including transfer pricing professionals. This included evaluating tax [removed: opinions, third-party valuations] [added: opinions] 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 [removed: changes, the recording of penalties and interest] [added: changes] 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 [removed: reductions,] [added: reductions on production parts,] some of which are conditional upon achieving certain joint cost saving [removed: targets.] [added: targets, which are accounted for as variable consideration.] 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 [removed: considered to be a cost to obtain a contract] [added: capitalized] 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: 2023,] [added: 2024,] Aptiv has recorded [removed: $61] [added: $53] 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 [removed: costs] [added: upfront payments] to [removed: obtain a contract] [added: customers] 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 served as the Company’s auditor since [removed: 2006][added: 2006.]

We have audited APTIV PLC’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, APTIV PLC (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 6, 2024] [added: 7, 2025] expressed an unqualified opinion thereon.

| | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | | | | | | | | | | | | | $ | [removed: 20,051] [added: 19,713] | | | | | $ | [removed: 17,489] [added: 20,051] | | | | | $ | [removed: 15,618] [added: 17,489] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 16,612] [added: 16,002] | | | | | | [removed: 14,854] [added: 16,612] | | | | | | [removed: 13,182] [added: 14,854] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 1,436] [added: 1,465] | | | | | | [removed: 1,138] [added: 1,436] | | | | | | [removed: 1,075] [added: 1,138] | | |

| Amortization | | | | | | | | | | | | | | | [removed: 233] [added: 211] | | | | | | [removed: 149] [added: 233] | | | | | | [removed: 148] [added: 149] | | |

| Restructuring (Note 10) | | | | | | | | | | | | | | | [removed: 211] [added: 193] | | | | | | [removed: 85] [added: 211] | | | | | | [removed: 24] [added: 85] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 18,492] [added: 17,871] | | | | | | [removed: 16,226] [added: 18,492] | | | | | | [removed: 14,429] [added: 16,226] | | |

| Operating income | | | | | | | | | | | | | | | [removed: 1,559] [added: 1,842] | | | | | | [removed: 1,263] [added: 1,559] | | | | | | [removed: 1,189] [added: 1,263] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (285)] [added: (337)] | | | | | | [removed: (219)] [added: (285)] | | | | | | [removed: (150)] [added: (219)] | | |

| Other income (expense), net (Note 19) | | | | | | | | | | | | | | | [removed: 63] [added: 41] | | | | | | [removed: (54)] [added: 63] | | | | | | [removed: (129)] [added: (54)] | | |

| Income before income taxes and equity loss | | | | | | | | | | | | | | | [removed: 1,337] [added: 2,151] | | | | | | [removed: 990] [added: 1,337] | | | | | | [removed: 910] [added: 990] | | |

| Income tax [removed: benefit] (expense) [added: benefit] | | | | | | | | | | | | | | | [removed: 1,928] [added: (223)] | | | | | | [removed: (121)] [added: 1,928] | | | | | | [removed: (101)] [added: (121)] | | |

| Income before equity loss | | | | | | | | | | | | | | | [removed: 3,265] [added: 1,928] | | | | | | [removed: 869] [added: 3,265] | | | | | | [removed: 809] [added: 869] | | |

| Equity loss, net of tax | | | | | | | | | | | | | | | [removed: (299)] [added: (118)] | | | | | | [removed: (279)] [added: (299)] | | | | | | [removed: (200)] [added: (279)] | | |

| Net income | | | | | | | | | | | | | | | [removed: 2,966] [added: 1,810] | | | | | | [removed: 590] [added: 2,966] | | | | | | [removed: 609] [added: 590] | | |

| Net income (loss) attributable to noncontrolling interest | | | | | | | | | | | | | | | [removed: 28] [added: 24] | | | | | | [removed: (3)] [added: 28] | | | | | | [removed: 19] [added: (3)] | | |

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

| Net income attributable to Aptiv | | | | | | | | | | | | | | | [removed: 2,938] [added: 1,787] | | | | | | [removed: 594] [added: 2,938] | | | | | | [removed: 590] [added: 594] | | |

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

| Net income attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 2,909] [added: 1,787] | | | | | $ | [removed: 531] [added: 2,909] | | | | | $ | [removed: 527] [added: 531] | |

| Basic net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 10.50] [added: 6.97] | | | | | $ | [removed: 1.96] [added: 10.50] | | | | | $ | [removed: 1.95] [added: 1.96] | |

| Weighted average number of basic shares outstanding | | | | | | | | | | | | | | | [removed: 276.92] [added: 256.38] | | | | | | [removed: 270.90] [added: 276.92] | | | | | | [removed: 270.46] [added: 270.90] | | |

| Diluted net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 10.39] [added: 6.96] | | | | | $ | [removed: 1.96] [added: 10.39] | | | | | $ | [removed: 1.94] [added: 1.96] | |

| Weighted average number of diluted shares outstanding | | | | | | | | | | | | | | | [removed: 282.88] [added: 256.66] | | | | | | [removed: 271.18] [added: 282.88] | | | | | | [removed: 271.22] [added: 271.18] | | |

| | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income | | | | | | | | | | | | | | | | | | $ | [removed: 2,966] [added: 1,810] | | | | | $ | [removed: 590] [added: 2,966] | | | | | $ | [removed: 609] [added: 590] | |

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

| Currency translation adjustments | | | | | | | | | | | | | | | | | | [removed: 30] [added: (282)] | | | | | | [removed: (198)] [added: 30] | | | | | | [removed: (143)] [added: (198)] | | |

| Net change in unrecognized [removed: gain] (loss) [added: gain] on derivative instruments, net of tax (Note 17) | | | | | | | | | | | | | | | | | | [removed: 133] [added: (261)] | | | | | | [removed: 24] [added: 133] | | | | | | [removed: (57)] [added: 24] | | |

| | | | Goodwill impairment — Wind River Reporting Unit | | |

| *Description of the Matter* | | | As described in Notes 2 and 7, the Company tests goodwill for impairment at the reporting unit level at least annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. As of December 31, 2024, the Company’s goodwill related to the Wind River reporting unit was $2,279 million. Auditing management’s quantitative goodwill impairment assessment for the Wind River reporting unit was complex and required significant auditor judgment due to the degree of estimation required by management to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the revenue growth rates and discount rate, which are affected by expectations about future market and economic 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 Company’s annual goodwill assessment. This included controls over management's review of the valuation model and the significant assumptions used in the fair value measurement discussed above. To test the estimated fair value of the Company’s Wind River reporting unit, we performed audit procedures that included, among others, assessing methodologies, testing the significant assumptions discussed above used to develop the prospective financial information and testing the underlying data used by the Company in its analysis. We compared the prospective financial information developed by management to current industry and economic trends, historical performance, guideline public companies in the same industry, and other relevant information. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We utilized internal valuation specialists to assist in our evaluation of the methodologies used and certain assumptions most significant to the fair value estimate of the reporting unit, such as assessing the reasonableness of the discount rate selected by management and the calculation of the Wind River reporting unit’s fair value. Furthermore, we assessed the appropriateness of the disclosures in the consolidated financial statements. | | |

February 7, 2025

| Net gain on equity method transactions (Note 5) | | | | | | | | | | | | | | | 605 | | | | | | — | | | | | | — | | |

| Net change in unrealized loss on available-for-sale debt securities, net of tax (Note 18) | | | | | | | | | | | | | | | | | | (4) | | | | | | — | | | | | | — | | |

| Restricted cash | | | 1 | | | | | | — | | |

| Net gain on equity method transactions | | | (605) | | | | | | — | | | | | | — | | |

| Proceeds from the sale of equity method investment | | | 448 | | | | | | — | | | | | | — | | |

| Purchase of short-term investments | | | (748) | | | | | | — | | | | | | — | | |

| Redemption of short-term investments | | | 740 | | | | | | — | | | | | | — | | |

| See notes to consolidated financial statements. | | | | | | | | | | | | | | | | | |

| APTIV PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | | | | | | | | | | | | | | | | | |

| Proceeds from term loans (net of $2, $0 and $0 issuance costs, respectively) | | | 598 | | | | | | — | | | | | | — | | |

| Repayment of term loans | | | (350) | | | | | | (309) | | | | | | (4) | | |

| Proceeds from bridge loan (net of $17, $0 and $0 issuance costs, respectively) | | | 2,483 | | | | | | — | | | | | | — | | |

| Repayment of bridge loan | | | (2,500) | | | | | | — | | | | | | — | | |

| Equity related transaction costs | | | (3) | | | | | | — | | | | | | — | | |

| Supplemental non-cash investing activities: | | | | | | | | | | | | | | | | | |

| Capital expenditures included in accounts payable | | | $ | 222 | | | | | $ | 293 | | | | | $ | 300 | |

| Balance at January 1, 2024 | | | $ | 99 | | | | | | | | 279 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 4,028 | | | | | $ | 8,162 | | | | | $ | (645) | | | | | $ | 11,548 | | | | | $ | 197 | | | | | $ | 11,745 | |

| Dividend payments of consolidated affiliates to minority shareholders | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (23) | | | | | | (23) | | |

| Repurchase of ordinary shares | | | — | | | | | | | | | (45) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (406) | | | | | | (2,947) | | | | | | — | | | | | | (3,354) | | | | | | — | | | | | | (3,354) | | |

| Forward contracts for share repurchases | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (750) | | | | | | — | | | | | | — | | | | | | (750) | | | | | | — | | | | | | (750) | | |

| Equity related transaction costs | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | (3) | | |

| Balance at December 31, 2024 | | | $ | 92 | | | | | | | | 235 | | | | | | $ | 2 | | | | | — | | | | | | $ | — | | | | | $ | 2,966 | | | | | $ | 7,002 | | | | | $ | (1,174) | | | | | $ | 8,796 | | | | | $ | 197 | | | | | $ | 8,993 | |

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

General and basis of presentation—In December 2024, Old Aptiv (as defined below), a public limited company formed under the laws of Jersey on May 19, 2011, completed its previously announced reorganization transaction (the “Transaction,” or the “reorganization transaction”), in which Old Aptiv established a new publicly-listed Jersey parent company, Aptiv Holdings Limited (“New Aptiv”), which is resident for tax purposes in Switzerland.

As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for newly issued ordinary shares of New Aptiv.

Following consummation of the Transaction, holders of Old Aptiv shares became ordinary shareholders of New Aptiv, Old Aptiv became a wholly-owned subsidiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” The previous publicly-listed Jersey parent company, which was an Irish tax resident, is referred to as “Old Aptiv” throughout this Annual Report on Form 10-K.

Aptiv PLC remains a public limited company incorporated under the laws of Jersey, and continues to be subject to U.S. Securities and Exchange Commission reporting requirements.

In December 2024, following the completion of the Transaction, Old Aptiv merged with and into Aptiv Swiss Holdings Limited (“Aptiv Swiss Holdings”), a newly formed Jersey incorporated private limited company, and a direct, wholly-owned subsidiary of New Aptiv, with Aptiv Swiss Holdings surviving as a direct, wholly owned subsidiary of New Aptiv, and Old Aptiv ceasing to exist.

Except as otherwise noted, all property, rights, privileges, powers and franchises of Old Aptiv vested in Aptiv Swiss Holdings, and all debts, liabilities and duties of Old Aptiv became debts, liabilities and duties of Aptiv Swiss Holdings.

In connection with the Transaction, New Aptiv assumed Old Aptiv’s Long-Term Incentive Plans and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to each Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under each Credit Agreement as the “parent entity” thereunder.

In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to each Credit Agreement in which New Aptiv guaranteed the obligations under each Credit Agreement.

Following the reorganization transaction, Aptiv Swiss Holdings replaced Old Aptiv as an obligor under the Credit Agreements, the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreements (and will act as the “parent entity” thereunder) and the indentures.

The Transaction described above was accounted for as a reorganization between entities under common control.

As a result of the Transaction, there were no material changes in Aptiv PLC’s operations or governance.

References in this Annual Report on Form 10-K, including the exhibits being filed as part of this report, to “Aptiv PLC,” “Aptiv,” the “Company,” “we,” “us” and “our” refers to Old Aptiv (Aptiv PLC before the Transaction in December 2024) and to New Aptiv (Aptiv PLC after the Transaction in December 2024).

Nature of operations—Aptiv is a global technology company focused on making the world safer, greener and more connected.

| | | | | | |

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

February 6, 2024

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

| Net repayments under other long-term debt agreements | | | (309) | | | | | | (4) | | | | | | (8) | | |

| Fees related to modification of debt agreements | | | — | | | | | | — | | | | | | (6) | | |

| Mandatory convertible preferred share cumulative dividends | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (63) | | | | | | — | | | | | | (63) | | | | | | — | | | | | | (63) | | |

| Balance at January 1, 2021 | | | $ | — | | | | | | | | 270 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,897 | | | | | $ | 4,550 | | | | | $ | (545) | | | | | $ | 7,905 | | | | | $ | 195 | | | | | $ | 8,100 | |

| Balance at December 31, 2021 | | | $ | — | | | | | | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,939 | | | | | $ | 5,077 | | | | | $ | (672) | | | | | $ | 8,347 | | | | | $ | 214 | | | | | $ | 8,561 | |

General and basis of presentation—“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC (formerly known as Delphi Automotive PLC), a public limited company formed under the laws of Jersey on May 19, 2011, which completed an initial public offering on November 22, 2011, and its consolidated subsidiaries.

Nature of operations—Aptiv is a leading global technology and mobility architecture company primarily serving the automotive sector.

In these instances, revenue is recognized based on the agreed-upon price at the time of shipment.

Bank notes held by the Company with original

the estimated fair value of the long-lived asset.

Therefore, a quantitative impairment assessment was not necessary.

There were no net foreign currency transaction gains or losses for the year ended December 31, 2021.

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 amendments in this update are intended to improve the transparency of supplier finance programs by requiring a buyer in a supplier finance program to disclose sufficient information about the program to allow a user of the financial statements to understand the program’s nature, key terms, outstanding balances and activity during the period.

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

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

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.

The Company also holds technology investments in publicly traded equity securities.

| Total equity investments without readily determinable fair values | | | | | | | | | | | | | | | | | | | | | 51 | | | | | | 67 | | |

(1)LeddarTech, Inc. experienced a change in measurement basis due to an underlying transaction during the year ended December 31, 2023.

The value of the LeddarTech investment following this change was de minimis.

See below for further details on this transaction.

In December 2023, LeddarTech, Inc. (“LeddarTech”) merged with a publicly traded special purpose acquisition company (“SPAC”) and shares of LeddarTech began trading on the NYSE under the symbol LDTC.

As part of the SPAC merger, our preferred shares in LeddarTech were converted into LeddarTech ordinary shares.

Following this conversion, the Company will measure the fair value of the LeddarTech investment on a recurring basis, with changes in fair value recorded to other income (expense), net.

In October 2023, Otonomo Technologies Ltd. (“Otonomo”) merged with Urgent.ly, Inc. (“Urgently”) and Aptiv’s Otonomo ordinary shares were converted into Urgently ordinary shares.

Upon completion of the merger, shares of Urgently began trading on the Nasdaq Stock Market LLC under the symbol ULY.

This investment was in addition to the Company’s investment of 50 billion KRW (approximately $40 million, using foreign currency rates on the investment date) in May 2022.

Acquisitions and Divestitures.

| Balance at January 1, 2022 | | | $ | 2,475 | | | | | | | | | | | $ | 36 | | | | | $ | 2,511 | |

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023] [added: 2024] 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 [removed: 2023,] [added: 2024,] 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 [removed: Securities] [added: Securities/Dollar Value] to be Purchased or Sold | | |

| Benjamin Lyon *Senior Vice President and Chief Technology Officer* | | | | | | Adoption | | | | | | [removed: 12/11/2023] [added: 12/5/2024] | | | | | | [removed: 3/15/2024] [added: 3/21/2025] | | | | | | Sale of [removed: 37,257] [added: up to 14,568] ordinary shares | | |

During the fourth quarter of [removed: 2023,] [added: 2024,] 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).

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: 2024] [added: 2025] 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 Company has adopted a code of ethics, the Code of [removed: Ethical Business] Conduct, which applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and all other employees and non-employee directors of the Company.

The Code of [removed: Ethical Business] Conduct is posted on the Company’s website (aptiv.com).

The Code of [removed: Ethical Business] Conduct, Corporate Governance Guidelines and charters are also available in print to any shareholder who submits a request to: Corporate Secretary, Aptiv PLC, [removed: 5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland.][added: Spitalstrasse 5, 8200 Schaffhausen, Switzerland.]

The information called for by Item 12, as to security ownership of certain beneficial owners, directors and management, [removed: 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, 2024 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: [60](#i89ff989f3b91430985cf21641e23b648_76)] [added: [65](#i741f9b039e714b09860dba755b700b9e_85)] | | |

| — Consolidated Statements of Operations for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [63](#i89ff989f3b91430985cf21641e23b648_85)] [added: [69](#i741f9b039e714b09860dba755b700b9e_94)] | | |

| — Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [64](#i89ff989f3b91430985cf21641e23b648_88)] [added: [70](#i741f9b039e714b09860dba755b700b9e_97)] | | |

| — Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [65](#i89ff989f3b91430985cf21641e23b648_91)] [added: [71](#i741f9b039e714b09860dba755b700b9e_100)] | | |

| — Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [66](#i89ff989f3b91430985cf21641e23b648_97)] [added: [72](#i741f9b039e714b09860dba755b700b9e_106)] | | |

| — Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [68](#i89ff989f3b91430985cf21641e23b648_100)] [added: [74](#i741f9b039e714b09860dba755b700b9e_109)] | | |

| — Notes to Consolidated Financial Statements | | | [removed: [70](#i89ff989f3b91430985cf21641e23b648_103)] [added: [76](#i741f9b039e714b09860dba755b700b9e_112)] | | |

| Allowance for doubtful accounts | | | $ | [removed: 40] [added: 52] | | | | | $ | [removed: 22] [added: 11] | | | | | $ | (24) | | | | | $ | [removed: (1)] [added: (2)] | | | | | $ | 37 | |

(a)Additions Charged to Costs and Expenses and Deductions are [removed: primarily] [added: partially] related to [added: changes in] taxable losses [removed: for which] [added: during] the [added: year with no impact on the effective] tax [removed: benefit has been reserved.][added: rate.]

| Exhibit Number | | | | | | Description | | | [added: | | | Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | |]

| 4.1 | | | | | | [Senior Notes Indenture, dated as of March 10, 2015, among Aptiv PLC, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex41.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.1 | | | | | |] March 10, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex41.htm)] [added: 2015] | | | [added: | | | | | |]

| 4.2 | | | | | | [First Supplemental Indenture, dated as of March 10, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex42.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.2 | | | | | |] March 10, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515084163/d882571dex42.htm)] [added: 2015] | | | [added: | | | | | |]

| 4.3 | | | | | | [Second Supplemental Indenture, dated as of November 19, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312515381451/d91146dex42.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.2 | | | | | |] November 19, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1521332/000119312515381451/d91146dex42.htm)] [added: 2015] | | | [added: | | | | | |]

| 4.4 | | | | | | [Third Supplemental Indenture, dated as of September 15, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312516710280/d254409dex42.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.2 | | | | | |] September 15, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/1521332/000119312516710280/d254409dex42.htm)] [added: 2016] | | | [added: | | | | | |]

| 4.5 | | | | | | [Fourth Supplemental Indenture, dated as of September 20, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312516714143/d220965dex42.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.2 | | | | | |] September 20, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/1521332/000119312516714143/d220965dex42.htm)] [added: 2016] | | | [added: | | | | | |]

| 4.6 | | | | | | [Fifth Supplemental Indenture, dated as of March 14, 2019, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312519074877/d629490dex42.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.2 | | | | | |] March 14, [removed: 2019)](https://www.sec.gov/Archives/edgar/data/1521332/000119312519074877/d629490dex42.htm)] [added: 2019] | | | [added: | | | | | |]

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

| 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)[(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)] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000013/aptv2022ex48.htm)] | | | [added: | | | 10-K | | | | | | 4.8 | | | | | | February 8, 2023 | | | | | | | | |]

| [removed: 4.9] [added: 4.19] | | | [added: *] | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934*](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000011/aptv2023ex49.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex419.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.10] [added: 4.9] | | | | | | [Eighth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312522046121/d254063dex42.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.2 | | | | | |] February 18, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1521332/000119312522046121/d254063dex42.htm)] [added: 2022] | | | [added: | | | | | |]

| [removed: 4.11] [added: 4.10] | | | | | | [Ninth Supplemental Indenture, dated as of February 18, 2022, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating [removed: Agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312522046121/d254063dex43.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 4.3 | | | | | |] February 18, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1521332/000119312522046121/d254063dex43.htm)] [added: 2022] | | | [added: | | | | | |]

| 10.1 | | | | | | [Third Amended and Restated Credit Agreement, dated as of June 24, 2021, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party [removed: thereto (incorporated by reference to Exhibit 1.1 to the Current Report on Form] [added: thereto](https://www.sec.gov/Archives/edgar/data/1521332/000119312521200328/d139692dex11.htm) | | | | | |] 8-K [removed: of the Company filed with the SEC on] [added: | | | | | | 1.1 | | | | | |] June 25, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1521332/000119312521200328/d139692dex11.htm))] [added: 2021] | | | [added: | | | | | |]

| 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 [removed: 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)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex101.htm)] | | | [added: | | | 10-Q | | | | | | 10.1 | | | | | | May 4, 2023 | | | | | | | | |]

| 10.3 | | | [added: +] | | | [Aptiv PLC Executive Severance Plan, effective February 1, [removed: 2017(6)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex102.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex102.htm)] | | | [added: | | | 10-K | | | | | | 10.2 | | | | | | February 6, 2017 | | | | | | | | |]

| 10.4 | | | [added: +] | | | [Aptiv PLC Executive Change in Control Severance Plan, effective February 1, [removed: 2017(6)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex103.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1521332/000152133217000013/dlph2016ex103.htm)] | | | [added: | | | 10-K | | | | | | 10.3 | | | | | | February 6, 2017 | | | | | | | | |]

| 10.5 | | | [added: +] | | | [Aptiv Corporation Supplemental Executive Retirement [removed: Program(1)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1013.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1013.htm)] | | | [added: | | | S-1 | | | | | | 10.13 | | | | | | June 30, 2011 | | | | | | | | |]

| 10.6 | | | [added: +] | | | [Aptiv Corporation Salaried Retirement Equalization Savings [removed: Program(1)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1014.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1014.htm)] | | | [added: | | | S-1 | | | | | | 10.14 | | | | | | June 30, 2011 | | | | | | | | |]

| 10.7 | | | [added: +] | | | [Offer letter for Kevin P. Clark, dated June 10, [removed: 2010(1)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1022.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/1521332/000119312511179081/dex1022.htm)] | | | [added: | | | S-1 | | | | | | 10.22 | | | | | | June 30, 2011 | | | | | | | | |]

| 10.8 | | | [added: +] | | | [Offer letter for Joseph R. Massaro, dated September 13, [removed: 2013(5)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133216000115/dlphq22016ex101.htm)] [added: 2013](https://www.sec.gov/Archives/edgar/data/1521332/000152133216000115/dlphq22016ex101.htm)] | | | [added: | | | 10-Q | | | | | | 10.1 | | | | | | August 3, 2016 | | | | | | | | |]

| 10.9 | | | [added: +] | | | [Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive [removed: 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)] [added: Plan, effective 2023](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)] | | | [added: | | | 10-Q | | | | | | 10.1 | | | | | | August 3, 2023 | | | | | | | | |]

| 10.10 | | | [added: +] | | | [Letter Agreement, dated October 29, 2012, between the Company and Kevin P. [removed: Clark(2)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133212000042/dlphq32012ex102.htm)] [added: Clark](https://www.sec.gov/Archives/edgar/data/1521332/000152133212000042/dlphq32012ex102.htm)] | | | [added: | | | 10-Q | | | | | | 10.2 | | | | | | November 1, 2012 | | | | | | | | |]

| 10.11 | | | [added: +] | | | [Aptiv PLC Long-Term Incentive Plan, as amended and [removed: restated (incorporated by reference to the Company’s Proxy Statement dated] [added: restated](https://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63) | | | | | | DEF 14A | | | | | | Appendix B | | | | | |] March 9, [removed: 2015)+](http://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63)] [added: 2015] | | | [added: | | | | | |]

| [removed: 10.12] [added: 10.14] | | | [added: +] | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective [removed: 2016(4)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133216000102/dlphq12016ex101.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex102.htm)] | | | [added: | | | 10-Q | | | | | | 10.2 | | | | | | May 5, 2022 | | | | | | | | |]

| 10.13 | | | [added: +] | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and [removed: restated(3)+](http://www.sec.gov/Archives/edgar/data/1521332/000152133215000034/dlphq12015ex104.htm)] [added: restated, effective 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex101.htm)] | | | [added: | | | 10-Q | | | | | | 10.1 | | | | | | May 5, 2022 | | | | | | | | |]

| [removed: 10.15] [added: 10.12] | | | [added: +] | | | [Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, [removed: 2021)(8)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm)] | | | [added: | | | 10-Q | | | | | | 10.1 | | | | | | August 5, 2021 | | | | | | | | |]

| [removed: 10.16] [added: 10.22] | | | [added: +] | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, [removed: as amended and restated,] effective [removed: 2022(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex101.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex105.htm)] | | | [added: | | | 10-Q | | | | | | 10.5 | | | | | | October 31, 2024 | | | | | | | | |]

| [removed: 10.17] [added: 10.21] | | | [added: +] | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, [removed: as amended and restated,] effective [removed: 2022(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex102.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex104.htm)] | | | [added: | | | 10-Q | | | | | | 10.4 | | | | | | October 31, 2024 | | | | | | | | |]

| [removed: 10.18] [added: 10.24] | | | [added: +] | | | [Offer letter for Katherine H. Ramundo, dated December 12, [removed: 2020(9)+](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex104.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex104.htm)] | | | [added: | | | 10-Q | | | | | | 10.4 | | | | | | May 5, 2022 | | | | | | | | |]

| [removed: 10.19] [added: 10.25] | | | [added: +] | | | [Offer letter for [removed: William T. Presley,] [added: Benjamin Lyon,] dated [removed: December 15, 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)] [added: November 21, 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm)] | | | [added: | | | 10-Q | | | | | | 10.2 | | | | | | May 4, 2023 | | | | | | | | |]

| [removed: 10.20] [added: 10.26] | | | [added: +] | | | [Offer letter for [removed: Benjamin Lyon,] [added: Obed D. Louissaint,] dated [removed: 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)] [added: October 20, 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000038/aptvq12024ex102.htm)] | | | [added: | | | 10-Q | | | | | | 10.2 | | | | | | May 2, 2024 | | | | | | | | |]

| December 31, 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 3,032 | | | | | $ | 70 | | | | | $ | (1,382) | | | | | $ | (16) | | | | | $ | 1,704 | |

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| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| 3.1 | | | | | | [Memorandum and Articles of Association of Aptiv PLC](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex31.htm) | | | | | | 8-K | | | | | | 3.1 | | | | | | December 18, 2024 | | | | | | | | |

| 4.11 | | | | | | [Tenth Supplemental Indenture, dated as of June 11, 2024, among Aptiv PLC, Aptiv Global Financing Designated Activity Company, Aptiv Corporation, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312524159239/d840561dex42.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | June 11, 2024 | | | | | | | | |

| 4.12 | | | | | | [Eleventh Supplemental Indenture, dated as of September 13, 2024, among Aptiv PLC, Aptiv Global Financing Designated Activity Company, Aptiv Corporation, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, with respect to the Senior Notes](https://www.sec.gov/Archives/edgar/data/1521332/000119312524218903/d603190dex43.htm) | | | | | | 8-K | | | | | | 4.3 | | | | | | September 13, 2024 | | | | | | | | |

| 4.13 | | | | | | [Twelfth Supplemental Indenture, dated as of December 17, 2024, among Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), as issuer, Aptiv Corporation, Aptiv Global Financing Designated Activity Company, Aptiv PLC (formerly known as Aptiv Holdings Limited), Wilmington Trust, National Association, as the Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, with respect to the Senior Notes](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | December 18, 2024 | | | | | | | | |

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| 4.14 | | | | | | [Thirteenth Supplemental Indenture, dated as of December 19, 2024, among Aptiv Swiss Holdings Limited, as successor issuer, Aptiv Corporation, Aptiv Global Financing Designated Activity Company, Aptiv PLC (formerly known as Aptiv Holdings Limited), Wilmington Trust, National Association, as the Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, with respect to the Senior Notes](https://www.sec.gov/Archives/edgar/data/1521332/000119312524282021/d904504dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | December 19, 2024 | | | | | | | | |

| 4.15 | | | | | | [Subordinated Notes Indenture, dated as of September 13, 2024, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent](https://www.sec.gov/Archives/edgar/data/1521332/000119312524218903/d603190dex42.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | September 13, 2024 | | | | | | | | |

| 4.16 | | | | | | [First Supplemental Indenture, dated as of September 13, 2024, among Aptiv PLC, Aptiv Global Financing Designated Activity Company, Aptiv Corporation, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, with respect to the Subordinated Notes](https://www.sec.gov/Archives/edgar/data/1521332/000119312524218903/d603190dex44.htm) | | | | | | 8-K | | | | | | 4.4 | | | | | | September 13, 2024 | | | | | | | | |

| 4.17 | | | | | | [Second Supplemental Indenture, dates as of December 17, 2024, among Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), as issuer, Aptiv Global Financing Designated Activity Company, Aptiv Corporation, Aptiv PLC (formerly known as Aptiv Holdings Limited), Wilmington Trust, National Association, as Trustee, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, with respect to the Subordinated Notes](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex42.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | December 18, 2024 | | | | | | | | |

| 4.18 | | | | | | [Third Supplemental Indenture, dates as of December 19, 2024, among Aptiv Swiss Holdings Limited, as successor issuer, Aptiv Global Financing Designated Activity Company, Aptiv Corporation, Aptiv PLC (formerly known as Aptiv Holdings Limited), Wilmington Trust, National Association, as Trustee, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, with respect to the Subordinated Notes](https://www.sec.gov/Archives/edgar/data/1521332/000119312524282021/d904504dex42.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | December 19, 2024 | | | | | | | | |

| 10.15 | | | + | | | [Aptiv PLC 2024 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1521332/000119312524064797/d743164ddef14a.htm#toc743164_84) | | | | | | DEF 14A | | | | | | Appendix B | | | | | | March 11, 2024 | | | | | | | | |

| 10.16 | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated August 1, 2024 by and between Aptiv PLC and Goldman Sachs International](https://www.sec.gov/Archives/edgar/data/1521332/000119312524192916/d874968dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | August 2, 2024 | | | | | | | | |

| 10.17 | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated August 1, 2024 by and between Aptiv PLC and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1521332/000119312524192916/d874968dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | August 2, 2024 | | | | | | | | |

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

| 10.18 | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated December 17, 2024 by and between New Aptiv and Goldman Sachs International](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | December 18, 2024 | | | | | | | | |

| 10.19 | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated December 17, 2024 by and between New Aptiv and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | December 18, 2024 | | | | | | | | |

| 10.20 | | | | | | [Term Credit Agreement dated August 19, 2024, by and among Aptiv PLC and certain of its subsidiaries, JPMorgan Chase Bank N.A., as Administrative Agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/1521332/000119312524203660/d841819dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | August 20, 2024 | | | | | | | | |

| 10.23 | | | + | | | [Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive Plan, effective 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex106.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | October 31, 2024 | | | | | | | | |

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| | | | | | | /s/ Varun Laroyia | | |

| | | | | | | By: Varun Laroyia | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 7, 2025, by the following persons on behalf of the registrant and in the capacities indicated:

| Varun Laroyia | | | | | | | | |

| /s/ Vasumati P. Jakkal | | | | | | Director | | |

| Vasumati P. Jakkal | | | | | | | | |

| December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 832 | | | | | $ | 25 | | | | | $ | (78) | | | | | $ | (13) | | | | | $ | 766 | |

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.

| | | | | | | | | |

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

| 3.1 | | | | | | [Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on December 7, 2017)](http://www.sec.gov/Archives/edgar/data/1521332/000119312517363912/d453817dex31.htm) | | |

| 3.2 | | | | | | [Statement Of Rights of the 5.50% Series A Mandatory Convertible Preferred Shares Of Aptiv PLC, effective June 12, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 12, 2020)](https://www.sec.gov/Archives/edgar/data/1521332/000119312520167693/d942001dex31.htm) | | |

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

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

(1) Filed with the Registration Statement on Form S-1 (File No. 333-174493) on June 30, 2011 and incorporated herein by reference.

(2) Filed with Form 10-Q for the period ended September 30, 2012 on November 1, 2012 and incorporated herein by reference.

(3) Filed with Form 10-Q for the period ended March 31, 2015 on April 30, 2015 and incorporated herein by reference.

(4) Filed with Form 10-Q for the period ended March 31, 2016 on May 4, 2016 and incorporated herein by reference.

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

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

(7) Filed with Form 10-Q for the period ended March 31, 2019 on May 2, 2019 and incorporated herein by reference.

(8) Filed with Form 10-Q for the period ended June 30, 2021 on August 5, 2021 and incorporated herein by reference.

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

(10) Filed with Form 10-Q for the period ended March 31, 2023 on May 4, 2023 and incorporated herein by reference.

(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.

| | | | | | | /s/ Joseph R. Massaro | | |

| | | | | | | By: Joseph R. Massaro | | |

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.

| Joseph R. Massaro | | | | | | | | |

| /s/ Richard L. Clemmer | | | | | | Director | | |

| Richard L. Clemmer | | | | | | | | |