filings.toolsItem 1. FINANCIAL STATEMENTS
226K characters. Original on sec.gov · Markdown
Item 1. FINANCIAL STATEMENTS
APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Net sales | $ | 4,825 | $ | 4,901 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of sales | 3,905 | 4,023 | |||||||||||||||||||||
| Selling, general and administrative | 384 | 366 | |||||||||||||||||||||
| Amortization | 51 | 54 | |||||||||||||||||||||
| Restructuring (Note 7) | 37 | 39 | |||||||||||||||||||||
| Total operating expenses | 4,377 | 4,482 | |||||||||||||||||||||
| Operating income | 448 | 419 | |||||||||||||||||||||
| Interest expense | (93) | (65) | |||||||||||||||||||||
| Other income, net (Note 16) | — | 15 | |||||||||||||||||||||
| Income before income taxes and equity loss | 355 | 369 | |||||||||||||||||||||
| Income tax expense (Note 11) | (356) | (76) | |||||||||||||||||||||
| (Loss) income before equity loss | (1) | 293 | |||||||||||||||||||||
| Equity loss, net of tax | (10) | (69) | |||||||||||||||||||||
| Net (loss) income | (11) | 224 | |||||||||||||||||||||
| Net income attributable to noncontrolling interest | 1 | 6 | |||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | — | |||||||||||||||||||||
| Net (loss) income attributable to Aptiv | $ | (11) | $ | 218 | |||||||||||||||||||
| Basic net (loss) income per share: | |||||||||||||||||||||||
| Basic net (loss) income per share attributable to Aptiv | $ | (0.05) | $ | 0.79 | |||||||||||||||||||
| Weighted average number of basic shares outstanding | 230.16 | 275.19 | |||||||||||||||||||||
| Diluted net (loss) income per share: | |||||||||||||||||||||||
| Diluted net (loss) income per share attributable to Aptiv | $ | (0.05) | $ | 0.79 | |||||||||||||||||||
| Weighted average number of diluted shares outstanding | 230.16 | 275.31 |
See notes to consolidated financial statements.
APTIV PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net (loss) income | $ | (11) | $ | 224 | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Currency translation adjustments | 105 | (71) | |||||||||||||||||||||
| Net change in unrecognized gain on derivative instruments, net of tax (Note 14) | 62 | 15 | |||||||||||||||||||||
| Other comprehensive income (loss) | 167 | (56) | |||||||||||||||||||||
| Comprehensive income | 156 | 168 | |||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | 1 | 5 | |||||||||||||||||||||
| Comprehensive income (loss) attributable to redeemable noncontrolling interest | 3 | (2) | |||||||||||||||||||||
| Comprehensive income attributable to Aptiv | $ | 152 | $ | 165 |
See notes to consolidated financial statements.
APTIV PLC
CONSOLIDATED BALANCE SHEETS
| March 31, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,100 | $ | 1,573 | |||||||
| Restricted cash | 1 | 1 | |||||||||
| Accounts receivable, net of allowance for doubtful accounts of $49 million and $37 million, respectively (Note 2) | 3,549 | 3,261 | |||||||||
| Inventories (Note 3) | 2,429 | 2,320 | |||||||||
| Other current assets (Note 4) | 659 | 671 | |||||||||
| Total current assets | 7,738 | 7,826 | |||||||||
| Long-term assets: | |||||||||||
| Property, net | 3,675 | 3,698 | |||||||||
| Operating lease right-of-use assets | 507 | 495 | |||||||||
| Investments in affiliates (Note 21) | 1,431 | 1,433 | |||||||||
| Intangible assets, net (Note 2) | 2,105 | 2,140 | |||||||||
| Goodwill (Note 2) | 5,088 | 5,024 | |||||||||
| Other long-term assets (Note 4) | 2,558 | 2,842 | |||||||||
| Total long-term assets | 15,364 | 15,632 | |||||||||
| Total assets | $ | 23,102 | $ | 23,458 | |||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt (Note 8) | $ | 241 | $ | 509 | |||||||
| Accounts payable | 2,890 | 2,870 | |||||||||
| Accrued liabilities (Note 5) | 1,663 | 1,752 | |||||||||
| Total current liabilities | 4,794 | 5,131 | |||||||||
| Long-term liabilities: | |||||||||||
| Long-term debt (Note 8) | 7,646 | 7,843 | |||||||||
| Pension benefit obligations | 390 | 374 | |||||||||
| Long-term operating lease liabilities | 422 | 412 | |||||||||
| Other long-term liabilities (Note 5) | 596 | 613 | |||||||||
| Total long-term liabilities | 9,054 | 9,242 | |||||||||
| Total liabilities | 13,848 | 14,373 | |||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Redeemable noncontrolling interest (Note 2) | 95 | 92 | |||||||||
| Shareholders’ equity: | |||||||||||
| Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding | — | — | |||||||||
| Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 223,776,580 and 235,035,739 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 2 | 2 | |||||||||
| Additional paid-in-capital | 3,372 | 2,966 | |||||||||
| Retained earnings | 6,598 | 7,002 | |||||||||
| Accumulated other comprehensive loss (Note 13) | (1,011) | (1,174) | |||||||||
| Total Aptiv shareholders’ equity | 8,961 | 8,796 | |||||||||
| Noncontrolling interest | 198 | 197 | |||||||||
| Total shareholders’ equity | 9,159 | 8,993 | |||||||||
| Total liabilities, redeemable noncontrolling interest and shareholders’ equity | $ | 23,102 | $ | 23,458 |
See notes to consolidated financial statements.
APTIV PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income | $ | (11) | $ | 224 | |||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation | 191 | 176 | |||||||||
| Amortization | 51 | 54 | |||||||||
| Amortization of deferred debt issuance costs | 2 | 2 | |||||||||
| Restructuring expense, net of cash paid | (18) | (36) | |||||||||
| Deferred income taxes | 336 | 32 | |||||||||
| Pension and other postretirement benefit expenses | 11 | 12 | |||||||||
| Loss from equity method investments, net of dividends received | 10 | 76 | |||||||||
| Loss on extinguishment of debt | 3 | — | |||||||||
| Loss on sale of assets | — | 1 | |||||||||
| Share-based compensation | 32 | 27 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | (288) | (106) | |||||||||
| Inventories | (109) | (6) | |||||||||
| Other assets | (17) | 1 | |||||||||
| Accounts payable | 104 | (179) | |||||||||
| Accrued and other long-term liabilities | (42) | (29) | |||||||||
| Other, net | 23 | 2 | |||||||||
| Pension contributions | (5) | (7) | |||||||||
| Net cash provided by operating activities | 273 | 244 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (197) | (265) | |||||||||
| Proceeds from sale of property | 1 | — | |||||||||
| Cost of technology investments | (12) | (40) | |||||||||
| Settlement of derivatives | 5 | — | |||||||||
| Net cash used in investing activities | (203) | (305) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net repayments under other short-term debt agreements | (279) | (6) | |||||||||
| Repayment of term loans | (250) | — | |||||||||
| Fees related to modification of debt agreements | (5) | — | |||||||||
| Repurchase of ordinary shares | — | (600) | |||||||||
| Taxes withheld and paid on employees’ restricted share awards | (19) | (20) | |||||||||
| Net cash used in financing activities | (553) | (626) | |||||||||
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | 10 | (12) | |||||||||
| Decrease in cash, cash equivalents and restricted cash | (473) | (699) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | 1,574 | 1,640 | |||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 1,101 | $ | 941 | |||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Supplemental non-cash investing activities: | |||||||||||
| Capital expenditures included in accounts payable | $ | 139 | $ | 214 | |||||||
See notes to consolidated financial statements.
APTIV PLC
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (Unaudited)
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Preferred Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Number of shares | Amount of shares | Number of shares | Amount of shares | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Aptiv Shareholders’ Equity | Noncontrolling Interest | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 92 | 235 | $ | 2 | — | $ | — | $ | 2,966 | $ | 7,002 | $ | (1,174) | $ | 8,796 | $ | 197 | $ | 8,993 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (11) | — | (11) | — | (11) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 4 | — | — | — | — | — | — | 163 | 163 | — | 163 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interest | (1) | — | — | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees’ restricted share award vestings | — | — | — | — | — | (19) | — | — | (19) | — | (19) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | (12) | — | — | — | (107) | (393) | — | (500) | — | (500) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forward contracts for share repurchases | — | — | — | — | — | 500 | — | — | 500 | — | 500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 1 | — | — | — | 32 | — | — | 32 | — | 32 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 95 | 224 | $ | 2 | — | $ | — | $ | 3,372 | $ | 6,598 | $ | (1,011) | $ | 8,961 | $ | 198 | $ | 9,159 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 99 | 279 | $ | 3 | — | $ | — | $ | 4,028 | $ | 8,162 | $ | (645) | $ | 11,548 | $ | 197 | $ | 11,745 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 218 | — | 218 | — | 218 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | (2) | — | — | — | — | — | — | (53) | (53) | (1) | (54) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | — | — | — | — | — | — | 6 | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees’ restricted share award vestings | — | — | — | — | — | (20) | — | — | (20) | — | (20) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | (7) | — | — | — | (67) | (533) | — | (600) | — | (600) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | 27 | — | — | 27 | — | 27 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | 97 | 272 | $ | 3 | — | $ | — | $ | 3,968 | $ | 7,847 | $ | (698) | $ | 11,120 | $ | 202 | $ | 11,322 |
See notes to consolidated financial statements.
APTIV PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
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 Quarterly Report on Form 10-Q. 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.
In connection with the Transaction, New Aptiv assumed Old Aptiv’s long-term incentive plans and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to the Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under the Credit Agreement as the “parent entity” thereunder. In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to the Credit Agreement in which New Aptiv guaranteed the obligations under the Credit Agreement. Following the reorganization transaction, Aptiv Swiss Holdings (i) replaced Old Aptiv as a guarantor of the borrowers’ obligations under the Credit Agreement, and (ii) succeeded to Old Aptiv as an obligor under the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreement (and will act as the “parent entity” thereunder) and the 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. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and all adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. The consolidated financial statements and notes thereto included in this report should be read in conjunction with Aptiv’s 2024 Annual Report on Form 10-K.
References in this Quarterly Report on Form 10-Q, 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. We deliver end-to-end mobility solutions enabling our customers’ transition to a more electrified, software-defined future. We design and manufacture vehicle components and provide electrical, electronic and active safety technology to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality. Aptiv operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from best cost countries.
On January 22, 2025, the Company announced its intention to pursue a separation of its Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders (the “Separation”). The Company plans to complete the Separation by March 31, 2026, subject to customary closing conditions. Refer to Note 22. Separation of Electrical Distribution Systems for additional detail.
In connection with the Separation, in the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Electrical Distribution Systems, Engineered Components Group and Advanced Safety and User Experience. Prior period amounts were adjusted retrospectively to reflect the change in reportable operating segments, consistent with the current year presentation, throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Aptiv and the subsidiaries in which Aptiv holds a controlling financial or management interest and variable interest entities of which Aptiv has determined that it is the primary beneficiary. Aptiv’s share of the earnings or losses of non-controlled affiliates, over which Aptiv exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. When Aptiv does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates without readily determinable fair value are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, while investments in publicly traded equity securities are measured at fair value based on quoted prices for identical assets on active market exchanges as of each reporting date. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values.
Intercompany transactions and balances between consolidated Aptiv businesses have been eliminated.
During the three months ended March 31, 2024, Aptiv received dividends of $7 million from its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Aptiv’s investments in publicly traded equity securities totaled $9 million and $11 million as of March 31, 2025 and December 31, 2024, respectively, and are classified within other long-term assets in the consolidated balance sheets. Aptiv’s non-publicly traded investments totaled $180 million and $167 million as of March 31, 2025 and December 31, 2024, respectively, and are classified within other long-term assets in the consolidated balance sheets. Refer to Note 21. Investments in Affiliates for further information regarding Aptiv’s investments.
In 2022, the Company acquired 85% of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”). Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15% of Intercable Automotive for cash at a contractually defined value beginning in 2026. As a result of this redemption feature, the Company recorded the redeemable noncontrolling interest at its acquisition-date fair value to temporary equity in the consolidated balance sheet. The redeemable noncontrolling interest is adjusted each reporting period for the income (loss) attributable to the noncontrolling interest, and for any measurement period adjustments necessary to record the redeemable noncontrolling interest at the higher of its redemption value, assuming it was redeemable at the reporting date, or its carrying value. Any measurement period adjustments are recorded to retained earnings, with a corresponding increase or reduction to net income attributable to Aptiv. Redeemable noncontrolling interest was $95 million and $92 million as of March 31, 2025 and December 31, 2024, respectively.
Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, redeemable noncontrolling interest, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Revenue recognition—Revenue is measured based on consideration specified in a contract with a customer. Customer contracts for production parts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. Substantially all of the Company's revenue is generated from the sale of manufactured production parts, wherein there is a single performance obligation. Transfer of control and revenue recognition for the Company’s sales of production parts generally occurs upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms. Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Refer to Note 20. Revenue for further detail of the Company’s accounting for its revenue from sales of production parts.
Customer contracts for software licenses are generally represented by a sales contract or purchase order with contract durations typically ranging from one to three years. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue from software licenses and professional software services is generally recognized at a point in time upon delivery or when the services are provided. Revenue from post delivery support and maintenance for software contracts is generally recognized over time on a ratable basis over the contract term. Certain software license contracts contain multiple performance obligations, for which the Company allocates the contract’s transaction price to each performance obligation based on the estimated relative standalone selling price of each distinct performance obligation in the contract. The standalone selling prices are generally determined based on observable inputs, such as the prices of standalone sales and historical contract pricing. Under certain of these arrangements, timing may differ between revenue recognition and billing. Refer to Note 20. Revenue for further detail of the Company’s accounting for its revenue from contracts with customers, including contract balances associated with software sales.
From time to time, Aptiv enters into pricing agreements with its customers that provide for price reductions on production parts, some of which are conditional upon achieving certain joint cost saving targets, which are accounted for as variable consideration. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment if available, or in the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order and requires estimation, the Company records consideration at the most likely amount that the Company expects to be entitled to based on historical experience and input from customer negotiations.
Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable.
Aptiv collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Aptiv reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales. Refer to Note 20. Revenue for further information.
Net (loss) income per share—Basic net (loss) income per share is computed by dividing net (loss) income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net (loss) income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net (loss) income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer to Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net (loss) income per share.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less, for which the book value approximates fair value.
Restricted cash—Restricted cash primarily includes balances on deposit at financial institutions that have issued letters of credit in favor of Aptiv and cash deposited into escrow accounts.
Accounts receivable—Aptiv enters into agreements to sell certain of its accounts receivable, primarily in Europe. Sales of receivables are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing (“ASC 860”). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Aptiv to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense.
Credit losses—Aptiv is exposed to credit losses primarily through the sale of vehicle components, software licenses and services. Aptiv assesses the creditworthiness of a counterparty by conducting ongoing credit reviews, which considers the Company’s expected billing exposure and timing for payment, as well as the counterparty’s established credit rating. When a credit rating is not available, the Company’s assessment is based on an analysis of the counterparty’s financial statements. Aptiv also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. Based on the outcome of this review, the Company establishes a credit limit for each counterparty. The Company continues to monitor its ongoing credit exposure through active review of counterparty balances against contract terms and due dates, which includes
timely account reconciliation, payment confirmation and dispute resolution. The Company may also employ collection agencies and legal counsel to pursue recovery of defaulted receivables, if necessary.
Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of March 31, 2025 and December 31, 2024, the Company reported $3,549 million and $3,261 million, respectively, of accounts receivable, net of the allowances, which includes the allowance for doubtful accounts of $49 million and $37 million, respectively. Changes in the allowance for doubtful accounts were not material for the three months ended March 31, 2025.
Inventories—As of March 31, 2025 and December 31, 2024, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. Refer to Note 3. Inventories for additional information. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues, and, generally, the net realizable value of inventory on hand in excess of one year’s supply is fully-reserved.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period as purchases are made.
Intangible assets—Intangible assets were $2,105 million and $2,140 million as of March 31, 2025 and December 31, 2024, respectively. The Company amortizes definite-lived intangible assets over their estimated useful lives. The Company has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $51 million and $54 million for the three months ended March 31, 2025 and 2024, respectively, which includes the impact of any intangible asset impairment charges recorded during the period.
Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit.
When a quantitative assessment is required, the estimated fair value of the Company’s reporting units is primarily determined using discounted cash flow projections. Significant assumptions include management’s forecasted cash flows and the discount rate. Forecasts of future cash flows are based on management’s best estimates. The discount rate is determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit.
As described in Note 1. General, in the first quarter of 2025 Aptiv realigned its business into three reportable operating segments: Electrical Distribution Systems, Engineered Components Group and Advanced Safety and User Experience. Concurrent with the change in reportable operating segments, the Company reassigned goodwill to the updated reporting units using a relative fair value approach. Aptiv tested goodwill related to the impacted reporting units immediately before and after the reassignment and concluded no goodwill impairments existed.
The Company concluded there were no goodwill impairments during the three months ended March 31, 2025 and 2024. Goodwill was $5,088 million and $5,024 million as of March 31, 2025 and December 31, 2024, respectively.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations for additional information.
Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining whether an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more likely than not to be sustained upon 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. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. As it relates to changes in accumulated other comprehensive income (loss), the Company’s policy is to release tax effects from accumulated other comprehensive income (loss) when the underlying components affect earnings. Refer to Note 11. Income Taxes for additional information.
Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.
Customer concentrations—We sell our products and services to the major global OEMs in every region of the world. Our ten largest customers accounted for approximately 55% of our total net sales for the three months ended March 31, 2025, which included approximately 11% to Ford Motor Company, and accounted for approximately 55% for the three months ended March 31, 2024, none of which individually exceeded 10%. During the three months ended March 31, 2025, our Electrical Distribution Systems segment and Advanced Safety and User Experience segment recognized net sales to each of our ten largest customers, and our Engineered Components Groups segment recognized net sales to nine of our ten largest customers. During the three months ended March 31, 2024, our Electrical Distribution Systems segment recognized net sales to each of our ten largest customers, and our Engineered Components Groups segment and Advanced Safety and User Experience segment recognized net sales to nine of our ten largest customers.
Recently adopted accounting pronouncements—Aptiv adopted ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement in the first quarter of 2025. The amendments in this update require a joint venture to initially recognize all contributions received at fair value upon formation. The new guidance is applicable to joint venture entities with a formation date on or after January 1, 2025 and is to be applied prospectively. As the Company did not have any applicable joint venture formations during the first quarter of 2025, there was no impact to the Company’s financial statements upon adoption. The adoption of this guidance will be applied to any applicable joint venture formations that occur in future periods.
Aptiv adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures in the first quarter of 2025. The amendments in this update require public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. The amendments also require all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. The adoption of this guidance is only applicable to annual disclosures and is expected to result in incremental disclosures in the Company’s financial statements.
Recently issued accounting pronouncements not yet adopted—In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, that are included in each relevant income statement expense line item. The amendments also require qualitative descriptions of the amounts remaining in relevant expense line items not separately disaggregated quantitatively. Certain amounts already disclosed under existing U.S. GAAP are required to be included in the same disclosure as the other disaggregated income statement expense line items. In addition, the amendments require disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of those expenses. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this guidance is expected to result in incremental disclosures in the Company’s financial statements.
3. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Productive material | $ | 1,532 | $ | 1,463 | |||||||
| Work-in-process | 214 | 199 | |||||||||
| Finished goods | 683 | 658 | |||||||||
| Total | $ | 2,429 | $ | 2,320 |
4. ASSETS
Other current assets consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Value added tax receivable | $ | 173 | $ | 184 | |||||||
| Prepaid insurance and other expenses | 107 | 97 | |||||||||
| Reimbursable engineering costs | 151 | 181 | |||||||||
| Notes receivable | 4 | 6 | |||||||||
| Income and other taxes receivable | 107 | 106 | |||||||||
| Deposits to vendors | 5 | 4 | |||||||||
| Derivative financial instruments (Note 14) | 26 | 18 | |||||||||
| Capitalized upfront fees (Note 20) | 12 | 10 | |||||||||
| Contract assets (Note 20) | 73 | 65 | |||||||||
| Other | 1 | — | |||||||||
| Total | $ | 659 | $ | 671 |
Other long-term assets consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Deferred income taxes, net | $ | 1,943 | $ | 2,281 | |||||||
| Unamortized Revolving Credit Facility debt issuance costs | 7 | 4 | |||||||||
| Income and other taxes receivable | 48 | 47 | |||||||||
| Reimbursable engineering costs | 152 | 124 | |||||||||
| Value added tax receivable | 2 | 2 | |||||||||
| Technology investments (Note 21) | 189 | 178 | |||||||||
| Derivative financial instruments (Note 14) | 3 | 1 | |||||||||
| Capitalized upfront fees (Note 20) | 39 | 43 | |||||||||
| Contract assets (Note 20) | 70 | 65 | |||||||||
| Other | 105 | 97 | |||||||||
| Total | $ | 2,558 | $ | 2,842 |
5. LIABILITIES
Accrued liabilities consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Payroll-related obligations | $ | 347 | $ | 344 | |||||||
| Employee benefits, including current pension obligations | 76 | 143 | |||||||||
| Income and other taxes payable | 175 | 187 | |||||||||
| Warranty obligations (Note 6) | 78 | 62 | |||||||||
| Restructuring (Note 7) | 86 | 102 | |||||||||
| Customer deposits | 124 | 132 | |||||||||
| Derivative financial instruments (Note 14) | 43 | 76 | |||||||||
| Accrued interest | 98 | 90 | |||||||||
| Contract liabilities (Note 20) | 93 | 111 | |||||||||
| Operating lease liabilities | 130 | 124 | |||||||||
| Other | 413 | 381 | |||||||||
| Total | $ | 1,663 | $ | 1,752 |
Other long-term liabilities consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Environmental | $ | 3 | $ | 3 | |||||||
| Extended disability benefits | 3 | 3 | |||||||||
| Warranty obligations (Note 6) | 27 | 12 | |||||||||
| Restructuring (Note 7) | 17 | 16 | |||||||||
| Payroll-related obligations | 10 | 9 | |||||||||
| Accrued income taxes | 146 | 165 | |||||||||
| Deferred income taxes, net | 298 | 290 | |||||||||
| Contract liabilities (Note 20) | 28 | 13 | |||||||||
| Derivative financial instruments (Note 14) | 9 | 39 | |||||||||
| Other | 55 | 63 | |||||||||
| Total | $ | 596 | $ | 613 |
6. WARRANTY OBLIGATIONS
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Aptiv has recognized a reasonable estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of March 31, 2025. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of March 31, 2025 to be zero to $40 million.
The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2025:
| Warranty Obligations | |||||
| (in millions) | |||||
| Accrual balance at beginning of period | $ | 74 | |||
| Provision for estimated warranties incurred during the period | 10 | ||||
| Changes in estimate for pre-existing warranties (1) | 32 | ||||
| Settlements | (12) | ||||
| Foreign currency translation and other | 1 | ||||
| Accrual balance at end of period | $ | 105 |
(1)In addition to amounts recorded to the product warranty liability, during the three months ended March 31, 2025, Aptiv recognized a $15 million recovery from a supplier related to a warranty matter. The current portion of supplier recoveries is recorded in accounts receivable, net and the non-current portion is recorded in other long-term assets in the consolidated balance sheets. Warranty expense, net of supplier recoveries was $27 million for the three months ended March 31, 2025.
7. RESTRUCTURING
Aptiv’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Aptiv’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
As part of the Company’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. During the three months ended
March 31, 2025, the Company recorded employee-related and other restructuring charges related to these programs totaling approximately $37 million, of which $13 million was recognized for the initiation of the closure of a European manufacturing site within the Electrical Distribution Systems segment, and $3 million was recognized for a program initiated in the fourth quarter of 2024 focused on global salaried workforce optimization, primarily in the European region. We expect to recognize additional charges of approximately $30 million related to this program through the remainder of 2025, with cash payments expected to be largely completed within the next twelve months.
There have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. The Company expects to incur additional restructuring costs of approximately $65 million (of which approximately $30 million relates to the Engineering Components Group segment, approximately $20 million relates to the Electrical Distribution Systems segment and approximately $15 million relates to the Advanced Safety and User Experience segment) for programs approved as of March 31, 2025, which includes the amounts related to the global salaried workforce optimization program described above, and are expected to be incurred within the next twelve months.
During the three months ended March 31, 2024, Aptiv recorded employee-related and other restructuring charges totaling approximately $39 million, of which $24 million was recognized for a program initiated in the fourth quarter of 2023 focused on global salaried workforce optimization, primarily in the European region.
Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Aptiv incurred cash expenditures related to its restructuring programs of approximately $55 million and $75 million in the three months ended March 31, 2025 and 2024, respectively.
The following table summarizes the restructuring charges recorded for the three months ended March 31, 2025 and 2024 by operating segment:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Electrical Distribution Systems | $ | 16 | $ | 15 | |||||||||||||||||||
| Engineered Components Group | 15 | 7 | |||||||||||||||||||||
| Advanced Safety and User Experience | 6 | 17 | |||||||||||||||||||||
| Total | $ | 37 | $ | 39 |
The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2025:
| Employee Termination Benefits Liability | Other Exit Costs Liability | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
| Accrual balance at January 1, 2025 | $ | 118 | $ | — | $ | 118 | |||||||||||
| Provision for estimated expenses incurred during the period | 37 | — | 37 | ||||||||||||||
| Payments made during the period | (55) | — | (55) | ||||||||||||||
| Foreign currency and other | 3 | — | 3 | ||||||||||||||
| Accrual balance at March 31, 2025 | $ | 103 | $ | — | $ | 103 |
8. DEBT
The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Accounts receivable factoring | $ | 176 | $ | 450 | |||||||
| 1.60%, Euro-denominated senior notes, due 2028 (net of $1 and $1 unamortized issuance costs, respectively) | 539 | 519 | |||||||||
| 4.35%, senior notes, due 2029 (net of $1 and $1 unamortized issuance costs, respectively) | 299 | 299 | |||||||||
| 4.650%, senior notes, due 2029 (net of $5 and $5 unamortized issuance costs, respectively) | 545 | 545 | |||||||||
| 3.25%, senior notes, due 2032 (net of $5 and $5 unamortized issuance costs and $2 and $2 discount, respectively) | 793 | 793 | |||||||||
| 5.150%, senior notes, due 2034 (net of $5 and $5 unamortized issuance costs and $1 and $1 discount, respectively) | 544 | 544 | |||||||||
| 4.25%, Euro-denominated senior notes, due 2036 (net of $6 and $7 unamortized issuance costs and $2 and $2 discount, respectively) | 802 | 772 | |||||||||
| 4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $1 and $1 discount, respectively) | 296 | 296 | |||||||||
| 5.40%, senior notes, due 2049 (net of $3 and $4 unamortized issuance costs and $1 and $1 discount, respectively) | 346 | 345 | |||||||||
| 3.10%, senior notes, due 2051 (net of $15 and $15 unamortized issuance costs and $29 and $30 discount, respectively) | 1,456 | 1,455 | |||||||||
| 4.15%, senior notes, due 2052 (net of $10 and $10 unamortized issuance costs and $2 and $2 discount, respectively) | 988 | 988 | |||||||||
| 5.750%, senior notes, due 2054 (net of $6 and $6 unamortized issuance costs and $3 and $3 discount, respectively) | 541 | 541 | |||||||||
| 6.875%, fixed-to-fixed reset rate junior subordinated notes, due 2054 (net of $7 and $7 unamortized issuance costs, respectively) | 493 | 493 | |||||||||
| Term Loan A, due 2027 (net of $0 and $2 unamortized issuance costs, respectively) | — | 248 | |||||||||
| Finance leases and other | 69 | 64 | |||||||||
| Total debt | 7,887 | 8,352 | |||||||||
| Less: current portion | (241) | (509) | |||||||||
| Long-term debt | $ | 7,646 | $ | 7,843 |
Change of Tax Residency
In connection with the reorganization transaction as further described in Note 1. General, in December 2024, Old Aptiv established a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purposes in Switzerland. Following consummation of the Transaction, Old Aptiv became a wholly-owned subsidiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.” Old Aptiv merged with and into 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, Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to the Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under the Credit Agreement as the “parent entity” thereunder. In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to the Credit Agreement in which New Aptiv guaranteed the obligations under the Credit Agreement. Following the reorganization transaction, Aptiv Swiss Holdings (i) replaced Old Aptiv as a guarantor of the borrowers’ obligations under the Credit Agreement, and (ii) succeeded to Old Aptiv as an obligor under the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit Agreement (and will act as the “parent entity” thereunder) and the indentures.
Credit Agreement
Aptiv PLC and its wholly-owned subsidiaries Aptiv Corporation and Aptiv Global Financing Designated Activity Company (“AGF DAC”) entered into a credit agreement (the “Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). AGF DAC and Aptiv Corporation are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by each of the other borrowers, Aptiv PLC and Aptiv Swiss Holdings.
The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on March 31, 2025 (the “March 2025 amendment”). The March 2025 amendment, among other things, (1) refinanced and replaced the revolver with a new five-year revolving credit facility with aggregate commitments of $2 billion, and (2) removed provisions from the June 2021 amendment for sustainability-linked rate adjustments. The Revolving Credit Facility matures on March 31, 2030. The Credit Agreement also contains an uncommitted accordion feature that permits Aptiv to increase, from time to time, on customary terms and conditions, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent. Borrowings under the Credit Agreement are revolving in nature and may be made and prepaid from time to time at Aptiv’s option without premium or penalty, in accordance with the terms and conditions of the Credit Agreement. The March 2025 amendment also required that Aptiv pay amendment fees of $5 million during the three months ended March 31, 2025, which are reflected as a financing activity in the consolidated statements of cash flows.
As of March 31, 2025, Aptiv had no amounts outstanding under the Revolving Credit Facility and approximately $2 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The rates under the Credit Agreement on the specified dates are set forth below:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| SOFR plus | ABR plus | SOFR plus | ABR plus | ||||||||||||||||||||
| Revolving Credit Facility | 1.125 | % | 0.125 | % | 1.06 | % | 0.06 | % | |||||||||||||||
The Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR and changes in the Company’s corporate credit ratings. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on certain letter of credit issuance and fronting fees.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement).
The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2025.
Bridge Credit Agreement
On August 1, 2024, Aptiv PLC and certain of its subsidiaries entered into a $2.5 billion senior unsecured bridge facility under a Bridge Credit Agreement (the “Bridge Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Goldman Sachs Lending Partners LLC, as joint lead arrangers and joint bookrunners, and Goldman Sachs Lending Partners LLC, as syndication agent. The proceeds of the loans under the Bridge Credit Agreement were utilized to provide initial funding for a portion of the share repurchases under the accelerated share repurchase program, as further described in Note 12. Shareholders’ Equity and Net Income Per Share. Aptiv incurred approximately $17 million of issuance costs in connection with the Bridge Credit Agreement. The loans available under the Bridge Credit Agreement were fully drawn on August 1. The Bridge Credit Agreement was fully repaid and terminated during the third quarter of 2024 using proceeds from the Term Loan A and proceeds from the issuance of the 2024 Senior Notes and 2024 Junior Notes, as described below.
Term Loan A Credit Agreement
On August 19, 2024, Aptiv PLC and its wholly-owned subsidiaries AGF DAC and Aptiv Corporation entered into a senior unsecured term loan A credit agreement (the “Term Loan A Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as Administrative Agent, under which it maintained a senior unsecured credit facility consisting of a term loan (the “Term Loan A”) in aggregate principal amount of $600 million. Aptiv incurred approximately $2 million of issuance costs in connection with the Term Loan A.
As described above, proceeds from the Term Loan A were used to repay a portion of the loans incurred under the Bridge Credit Agreement during the three months ended September 30, 2024. This transaction was accounted for as a modification of debt in accordance with ASC Topic 470-50, Debt Modifications and Extinguishments. Accordingly, a pro-rata portion of the unamortized fees from the Bridge Credit Agreement in the amount of $4 million was transferred to the Term Loan A and, together with the $2 million of direct issuance costs referenced above, were amortized to interest expense over the term of the Term Loan A.
During the fourth quarter of 2024, the Company repaid $350 million of the outstanding principal balance on the Term Loan A, utilizing cash on hand. During the first quarter of 2025, the Company fully repaid the remaining outstanding principal balance of $250 million on the Term Loan A utilizing cash on hand, and recognized a loss on debt extinguishment of approximately $2 million during the three months ended March 31, 2025 within other income, net in the consolidated statements of operations.
The Term Loan A had a maturity date of August 19, 2027. Prior to its repayment, borrowings under the Term Loan A Credit Agreement were prepayable at Aptiv’s option without premium or penalty. No principal payment was required until the maturity date.
Loans under the Term Loan A Credit Agreement bore interest, at Aptiv’s option, at either (a) ABR or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Term Loan Applicable Rate”). The rates under the Term Loan A Credit Agreement on the specified dates are set forth below:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| SOFR plus | ABR plus | SOFR plus | ABR plus | ||||||||||||||||||||
| Term Loan A | N/A | N/A | 1.250 | % | 0.250 | % |
Senior Unsecured Notes
On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60% Euro-denominated senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2016 Euro-denominated Senior Notes were priced at 99.881% of par, resulting in a yield to maturity of 1.611%. The proceeds, together with proceeds from the 2016 Senior Notes described below, were utilized to redeem $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $4 million of issuance costs in connection with the 2016 Euro-denominated Senior Notes. Interest is payable annually on September 15. The Company has designated the 2016 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.
On September 20, 2016, Aptiv PLC issued $300 million in aggregate principal amount of 4.40% senior unsecured notes due 2046 (the “2016 Senior Notes”) in a transaction registered under the Securities Act. The 2016 Senior Notes were priced at 99.454% of par, resulting in a yield to maturity of 4.433%. The proceeds, together with proceeds from the 2016 Euro-denominated Senior Notes, were utilized to redeem $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $3 million of issuance costs in connection with the 2016 Senior Notes. Interest is payable semi-annually on April 1 and October 1 of each year to holders of record at the close of business on March 15 or September 15 immediately preceding the interest payment date.
On March 14, 2019, Aptiv PLC issued $650 million in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $300 million of 4.35% senior unsecured notes due 2029 (the “4.35% Senior Notes”) and $350 million of 5.40% senior unsecured notes due 2049 (the “5.40% Senior Notes”) (collectively, the “2019 Senior Notes”). The 4.35% Senior Notes were priced at 99.879% of par, resulting in a yield to maturity of 4.365%, and the 5.40% Senior Notes were priced at 99.558% of par, resulting in a yield to maturity of 5.430%. The proceeds were utilized to redeem $650 million of 3.15% senior unsecured notes due 2020. Aptiv incurred approximately $7 million of issuance costs in connection with the 2019 Senior Notes. Interest on the 2019 Senior Notes is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.
On November 23, 2021, Aptiv PLC issued $1.5 billion in aggregate principal amount of 3.10% senior unsecured notes due 2051 (the “2021 Senior Notes”) in a transaction registered under the Securities Act. The 2021 Senior Notes were priced at 97.814% of par, resulting in a yield to maturity of 3.214%. Aptiv incurred approximately $17 million of issuance costs in connection with the 2021 Senior Notes. Interest on the 2021 Senior Notes is payable semi-annually on June 1 and December 1 of each year (commencing on June 1, 2022) to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date. On December 27, 2021, Aptiv PLC entered into a supplemental indenture to add AGF DAC as a joint and several co-issuer of the 2021 Senior Notes effective as of the date of issuance. The proceeds from the 2021 Senior Notes were primarily utilized to redeem $700 million of 4.15% senior unsecured notes due 2024 and $650 million of 4.25% senior unsecured notes due 2026.
On February 18, 2022, Aptiv PLC and Aptiv Corporation together issued $2.5 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $700 million of 2.396% senior unsecured notes due 2025 (the “2.396% Senior Notes”), $800 million of 3.25% senior unsecured notes due 2032 (the “3.25% Senior Notes”) and $1.0 billion of 4.15% senior unsecured notes due 2052 (the “4.15% Senior Notes”) (collectively, the “2022 Senior Notes”). The 2022 Senior Notes are guaranteed by AGF DAC. The 2.396% Senior Notes were priced at 100% of par, resulting in a yield to maturity of 2.396%; the 3.25% Senior Notes were priced at 99.600% of par, resulting in a yield to maturity of 3.297%; and the 4.15% Senior Notes were priced at 99.783% of par, resulting in a yield to maturity of 4.163%. On or after February 18, 2023, the 2.396% Senior Notes may be optionally redeemed at a price equal to their principal amount plus accrued and unpaid interest thereon. The proceeds from the 2022 Senior Notes were utilized to fund a portion of the cash consideration payable in connection with the acquisition of Wind River. In September 2024, Aptiv redeemed for cash the entire $700 million aggregate principal amount outstanding of the 2.396% Senior Notes, financed by the proceeds received from the issuance of the 2024 Senior Notes and 2024 Junior Notes, as defined below.
Aptiv incurred approximately $22 million of issuance costs in connection with the 2022 Senior Notes. Interest on the 2.396% Senior Notes, 3.25% Senior Notes and 4.15% Senior Notes is payable semi-annually on February 18 and August 18 (commencing August 18, 2022), March 1 and September 1 (commencing September 1, 2022) and May 1 and November 1 (commencing May 1, 2022), respectively, of each year to holders of record at the close of business on February 3 or August 3, February 15 or August 15, April 15 or October 15, respectively, immediately preceding the interest payment date.
On June 11, 2024, Aptiv PLC and AGF DAC together issued €750 million in aggregate principal amount of 4.25% Euro-denominated senior unsecured notes due 2036 (the “2024 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2024 Euro-denominated Senior Notes were priced at 99.723% of par, resulting in a yield to maturity of 4.28%. The 2024 Euro-denominated Senior Notes are guaranteed by Aptiv Corporation. The proceeds were initially invested in short-term investments and subsequently utilized to redeem €700 million in aggregate principal amount of 1.50% Euro-denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”). Aptiv incurred approximately $7 million of issuance costs in connection with the 2024 Euro-denominated Senior Notes. Interest is payable annually on June 11. The Company has designated the 2024 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries beginning in December 2024 upon redeeming the 2015 Euro-denominated Senior Notes. Refer to Note 14. Derivatives and Hedging Activities for further information.
On September 13, 2024, Aptiv PLC and AGF DAC together issued $1.65 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $550 million of 4.650% senior unsecured notes due 2029 (the “4.650% Senior Notes”), $550 million of 5.150% senior unsecured notes due 2034 (the “5.150% Senior Notes”) and $550 million of 5.750% senior unsecured notes due 2054 (the “5.750% Senior Notes”) (collectively, the “2024 Senior Notes”). The 2024 Senior Notes are guaranteed by Aptiv Corporation. The 4.650% Senior Notes were priced at 99.912% of par, resulting in a yield to maturity of 4.670%; the 5.150% Senior Notes were priced at 99.768% of par, resulting in a yield to maturity of 5.180%; and the 5.750% Senior Notes were priced at 99.476% of par, resulting in a yield to maturity of 5.787%. The proceeds from the 2024 Senior Notes, together with the proceeds from the 2024 Junior Notes, as described below, were utilized to repay a portion of the Bridge Credit Agreement and to redeem the 2.396% Senior Notes, as described above.
Aptiv incurred approximately $16 million of issuance costs in connection with the 2024 Senior Notes. Interest on the 2024 Senior Notes is payable semi-annually on March 13 and September 13 (commencing March 13, 2025) of each year to holders of record at the close of business on February 26 or August 29, immediately preceding the interest payment date.
Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. In February 2022, Aptiv Corporation and AGF DAC were added as guarantors on each series of outstanding senior notes previously issued by Aptiv PLC. The guarantees rank equally in right of payment with all of the guarantors’ existing and future senior indebtedness, are effectively subordinated to any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally
subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor. As of March 31, 2025, the Company was in compliance with the provisions of all series of the outstanding senior notes.
Junior Subordinated Unsecured Notes
On September 13, 2024, Aptiv PLC and AGF DAC together issued $500 million in aggregate principal amount of 6.875% fixed-to-fixed reset rate junior subordinated unsecured notes due 2054 (the “2024 Junior Notes”) in a transaction registered under the Securities Act. The 2024 Junior Notes are guaranteed by Aptiv Corporation, and are subordinate in rank to all of Aptiv’s senior indebtedness. Aptiv incurred approximately $7 million of issuance costs in connection with the 2024 Junior Notes.
The 2024 Junior Notes bear interest from and including September 13, 2024 to, but excluding, December 15, 2029, at an annual rate of 6.875%, and from and including, December 15, 2029, during each interest reset period at an annual interest rate equal to the Five-Year Treasury rate, as contractually defined in the applicable indenture, as of the most recent reset interest determination date, plus 3.385%. Interest on the 2024 Junior Notes is payable semi-annually on June 15 and December 15 (commencing June 15, 2025).
Interest payments on the 2024 Junior Notes may be deferred on one or more occasions, from time to time, for up to 20 consecutive semi-annual interest payment periods. During any optional deferral period, interest on the 2024 Junior Notes will continue to accrue at the then-applicable interest rate on the 2024 Junior Notes. In addition, during any optional deferral period, interest on the deferred interest will accrue at the then-applicable interest rate on the 2024 Junior Notes, compounded semi-annually, to the extent permitted by applicable law.
During any period in which interest payments on the 2024 Junior Notes are deferred, Aptiv may not (i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on, any shares of its capital stock; (ii) make any principal, interest or premium payments on, or repay, purchase or redeem any of its debt securities that are equal in right of payment with, or subordinated to, the 2024 Junior Notes; or (iii) make payments on any guarantees equal in right of payment with, or subordinated to, the 2024 Junior Notes, in each case subject to certain limited exceptions.
Aptiv may redeem the 2024 Junior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 Junior Notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date on any day in the period commencing on the date falling 90 days prior to the first reset date and ending on and including the first reset date and, after the first reset date, on any interest payment date. Aptiv also has the option to redeem the 2024 Junior Notes in whole, but not in part, at 102% of their principal amount, plus any accrued and unpaid interest thereon, if a rating agency makes certain changes in the equity credit criteria for securities such as the 2024 Junior Notes.
The indenture for the 2024 Junior Notes does not contain any restrictive covenants on the payments of dividends (except during the aforementioned deferral period), the making of investments, the incurrence of indebtedness or the purchase or prepayment, except, with respect to securities that rank equally with or junior to the 2024 Junior Notes in right of payment during the aforementioned deferral period, of securities by Aptiv or its subsidiaries. The guarantees on the indenture governing the 2024 Junior Notes ranks junior and subordinate in right of payment with all of the guarantors’ existing and future senior indebtedness, any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor. As of March 31, 2025, the Company was in compliance with the provisions of all of the outstanding 2024 Junior Notes.
Other Financing
Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This facility became effective on January 1, 2021 and had an initial term of three years, and was renewed for an additional three year term, effective November 2023, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the new three-year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month SOFR plus 0.68%, with borrowings under either denomination carrying a minimum interest rate of 0.20%. The effective rate on amounts outstanding as of March 31, 2025 was 3.64%. As of March 31, 2025 and December 31, 2024, Aptiv had approximately $176 million and $450 million, respectively, outstanding under the European accounts receivable factoring facility.
Finance leases and other—As of March 31, 2025 and December 31, 2024, approximately $69 million and $64 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.
Interest—Cash paid for interest related to debt outstanding totaled $83 million and $62 million for the three months ended March 31, 2025 and 2024, respectively.
Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $4 million outstanding through other letter of credit facilities as of March 31, 2025 and December 31, 2024, primarily to support arrangements and other obligations at certain of its subsidiaries.
9. PENSION BENEFITS
Certain of Aptiv’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Aptiv’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Aptiv has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Aptiv sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation prior to September 30, 2008 and were still U.S. executives of the Company on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over five years after an involuntary or voluntary separation from Aptiv. The SERP is closed to new members.
The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2025 and 2024:
| Non-U.S. Plans | U.S. Plans | ||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Service cost | $ | 5 | $ | 6 | $ | — | $ | — | |||||||||||||||
| Interest cost | 10 | 11 | — | — | |||||||||||||||||||
| Expected return on plan assets | (4) | (5) | — | — | |||||||||||||||||||
| Net periodic benefit cost | $ | 11 | $ | 12 | $ | — | $ | — | |||||||||||||||
Other postretirement benefit obligations were approximately $1 million at March 31, 2025 and December 31, 2024.
10. COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
Aptiv is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Aptiv that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Aptiv. With respect to warranty matters, although Aptiv cannot ensure that the future costs of warranty claims by customers will not be material, Aptiv believes its established reserves are adequate to cover potential warranty settlements.
Environmental Matters
Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of March 31, 2025 and December 31, 2024, the undiscounted reserve for environmental investigation and remediation recorded in other liabilities was approximately $4 million. Aptiv cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Aptiv’s results of operations could be materially affected. At March 31, 2025, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.
11. INCOME TAXES
In connection with the change of tax residency described in Note 1. General, in December 2024, Aptiv established a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purposes in Switzerland. Following consummation of the Transaction, Aptiv PLC became a wholly-owned subsidiary of New Aptiv and New Aptiv was renamed “Aptiv PLC.”
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Global economic conditions and geopolitical factors are difficult to predict and may cause fluctuations in our expected results of operations for the year, which could create volatility in our annual expected effective income tax rate. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
The Company’s income tax expense and effective tax rates for the three months ended March 31, 2025 and 2024 were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||
| Income tax expense | $ | 356 | $ | 76 | |||||||||||||||||||
| Effective tax rate | 100 | % | 21 | % |
The Company’s tax rate is affected by the fact that its parent entity was an Irish resident tax payer and became a Swiss resident tax payer in December 2024, the tax rates in Switzerland, Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.
The Company’s effective tax rate for the three months ended March 31, 2025 includes net discrete tax expense of approximately $281 million, primarily related to changes in valuation allowances, as described below, partially offset by changes in reserves. The Company’s effective tax rate for the three months ended March 31, 2024 includes net discrete tax expense of approximately $7 million, primarily related to changes in the tax benefits of vested share-based compensation and changes in accruals for unremitted earnings.
Aptiv PLC is a Swiss resident taxpayer and not a domestic corporation for U.S. federal income tax purposes. As such, it is not subject to U.S. tax on remitted foreign earnings and, as a result of its capital structure, is also generally not subject to Swiss tax on the repatriation of foreign earnings.
Cash paid or withheld for income taxes was $58 million and $67 million for the three months ended March 31, 2025 and 2024, respectively.
On December 15, 2022, the European Union (the “E.U.”) Member States formally adopted the Pillar Two Framework (the “Framework”), which generally provides for a minimum effective tax rate of 15%, as established by the Organisation for Economic Co-operation and Development (the “OECD”). Many countries have enacted legislation consistent with the Framework effective at the beginning of 2024. The OECD continues to release additional guidance on these rules. The Company has proactively responded to these tax policy changes and will continue to closely monitor developments. Our effective tax rate for the three months ended March 31, 2025 includes an unfavorable impact from the enacted Framework.
On January 15, 2025, the OECD released Administrative Guidance (the “Guidance) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rules”) which amends the Pillar Two Framework. Jurisdictions that have adopted the
Framework may implement and administer their domestic laws consistent with the Model Rules and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit carryforwards for purposes of the global minimum tax established under the Framework. As a result, the Company no longer expects to obtain significant benefits from the tax incentive granted to its Swiss subsidiary in 2023. Accordingly, the Company recognized an increase to valuation allowances of $294 million to reduce the related deferred tax asset during the three months ended March 31, 2025. No other deferred tax assets are impacted by the Guidance.
12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
Change of Tax Residency
In connection with the reorganization transaction as further described in Note 1. General, in December 2024, Old Aptiv established a new publicly-listed Jersey parent company, 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.” Old Aptiv merged with and into 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.
Net (Loss) Income Per Share
Basic net (loss) income per share is computed by dividing net (loss) income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net (loss) income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net (loss) income attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the three months ended March 31, 2025, the impact of the Company’s shared-based compensation plans was anti-dilutive and an insignificant number of underlying ordinary shares were excluded from the diluted net (loss) income per share calculation. For all other periods presented, the calculation of net (loss) income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.
Weighted Average Shares
The following table illustrates net (loss) income per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted (loss) income per share:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income attributable to Aptiv | $ | (11) | $ | 218 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average ordinary shares outstanding, basic | 230.16 | 275.19 | |||||||||||||||||||||
| Dilutive shares related to restricted stock units | — | 0.12 | |||||||||||||||||||||
| Weighted average ordinary shares outstanding, including dilutive shares | 230.16 | 275.31 | |||||||||||||||||||||
| Net (loss) income per share attributable to Aptiv: | |||||||||||||||||||||||
| Basic | $ | (0.05) | $ | 0.79 | |||||||||||||||||||
| Diluted | $ | (0.05) | $ | 0.79 |
Share Repurchase Programs
In July 2024, the Board of Directors authorized a share repurchase program of up to $5.0 billion of ordinary shares, which commenced in August 2024 following completion of the Company’s $2.0 billion January 2019 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions (which may include derivative transactions, including an accelerated share repurchase program (“ASR”)), depending on share price, market conditions and other factors, as determined by the Company.
As part of the Company’s share repurchase program, on August 1, 2024, the Company entered into ASR agreements with each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”).
Under the terms of the ASR Agreements, on August 2, 2024, the Company made an aggregate payment of $3.0 billion (the “Repurchase Price”) and received initial deliveries of approximately 30.8 million ordinary shares with a value of $2.25 billion, which were retired immediately and recorded as a reduction to shareholders’ equity. Aptiv incurred approximately $4 million of direct costs in connection with the ASR Agreements. Given the Company’s ability to settle in shares, the remaining $750 million prepaid forward contract was classified as a reduction to additional paid-in capital as of December 31, 2024. The Company initially funded the accelerated share repurchase program with cash on hand and borrowings under the Bridge Credit Agreement. The Bridge Credit Agreement was subsequently repaid and terminated during the third quarter of 2024 using proceeds from the Term Loan A and issuance of the 2024 Senior Notes and 2024 Junior Notes, as further described in Note 8. Debt.
During the three months ended March 31, 2025, a portion of the ASR Agreements were settled and Aptiv received incremental deliveries of approximately 11.7 million ordinary shares. In April 2025, Aptiv received further incremental deliveries of approximately 6.0 million ordinary shares, representing the final settlement of the ASR Agreements. All shares delivered to Aptiv under the ASR Agreements were retired immediately. Under the ASR Agreements, the Company received total deliveries of approximately 48.5 million ordinary shares at an average price of $61.84 per share, based on the average daily volume-weighted average price of our ordinary shares on specified dates during the terms of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. There was no other share repurchase activity during the three months ended March 31, 2025.
During the three months ended March 31, 2024, we repurchased approximately 7.3 million of our outstanding ordinary shares for $600 million in the open market.
As of March 31, 2025, approximately $2,515 million of share repurchases remained available under the July 2024 share repurchase program. All previously repurchased shares were retired and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.
13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three months ended March 31, 2025 and 2024 are shown below:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||
| Balance at beginning of period | $ | (1,036) | $ | (761) | |||||||||||||||||||
| Aggregate adjustment for the period (1) | 101 | (68) | |||||||||||||||||||||
| Balance at end of period | (935) | (829) | |||||||||||||||||||||
| Gains (losses) on derivatives: | |||||||||||||||||||||||
| Balance at beginning of period | (121) | 140 | |||||||||||||||||||||
| Other comprehensive income before reclassifications (net tax effect of $(11) and $0) | 61 | 59 | |||||||||||||||||||||
| Reclassification to income (net tax effect of $(3) and $0) | 1 | (44) | |||||||||||||||||||||
| Balance at end of period | (59) | 155 | |||||||||||||||||||||
| Pension and postretirement plans: | |||||||||||||||||||||||
| Balance at beginning of period | (13) | (24) | |||||||||||||||||||||
| Other comprehensive income before reclassifications (nil net tax effect for all periods presented) | — | — | |||||||||||||||||||||
| Reclassification to income (nil net tax effect for all periods presented) | — | — | |||||||||||||||||||||
| Balance at end of period | (13) | (24) | |||||||||||||||||||||
| Unrealized gains (losses) on available-for-sale debt securities: | |||||||||||||||||||||||
| Balance at beginning of period | (4) | — | |||||||||||||||||||||
| Other comprehensive income before reclassifications (nil net tax effect for all periods presented) (2) | — | — | |||||||||||||||||||||
| Reclassification to income (nil net tax effect for all periods presented) | — | — | |||||||||||||||||||||
| Balance at end of period | (4) | — | |||||||||||||||||||||
| Accumulated other comprehensive loss, end of period | $ | (1,011) | $ | (698) |
(1)Includes losses of $50 million and gains of $24 million for the three months ended March 31, 2025 and 2024, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.
(2)Represents change in fair value for the Company’s investments in StradVision, Inc. (“StradVision”) and MAXIEYE Automotive Technology (Ningbo) Co., Ltd (“Maxieye”), both of which are foreign currency-denominated investments. Refer to Note 15. Fair Value of Financial Instruments for additional information.
Reclassifications from accumulated other comprehensive income (loss) to income for the three months ended March 31, 2025 and 2024 were as follows:
| Reclassification Out of Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||
| Details About Accumulated Other Comprehensive Income Components | Three Months Ended March 31, | Affected Line Item in the Statements of Operations | ||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives: | ||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | (4) | $ | (4) | Cost of sales | |||||||||||||||||||||||||||
| Foreign currency derivatives | 8 | 48 | Cost of sales | |||||||||||||||||||||||||||||
| 4 | 44 | Income before income taxes | ||||||||||||||||||||||||||||||
| (3) | — | Income tax expense | ||||||||||||||||||||||||||||||
| 1 | 44 | Net (loss) income | ||||||||||||||||||||||||||||||
| — | — | Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||
| $ | 1 | $ | 44 | Net (loss) income attributable to Aptiv | ||||||||||||||||||||||||||||
| Total reclassifications for the period | $ | 1 | $ | 44 |
.
14. DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges
Aptiv is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Aptiv aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Aptiv enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Aptiv assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.
As of March 31, 2025, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:
| Commodity | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in thousands) | (in millions) | ||||||||||||||||
| Copper | 90,639 | pounds | $ | 400 | |||||||||||||
| Foreign Currency | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in millions) | |||||||||||||||||
| Mexican Peso | 26,756 | MXN | $ | 1,320 | |||||||||||||
| Chinese Yuan Renminbi | 2,915 | RMB | $ | 400 | |||||||||||||
| Polish Zloty | 891 | PLN | $ | 230 | |||||||||||||
| Hungarian Forint | 25,658 | HUF | $ | 70 | |||||||||||||
| British Pound | 41 | GBP | $ | 55 | |||||||||||||
As of March 31, 2025, Aptiv has entered into derivative instruments to hedge cash flows extending out to March 2027.
Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net losses on cash flow
hedges included in accumulated OCI as of March 31, 2025 were $46 million (approximately $37 million, net of tax). Of this total, approximately $33 million of losses are expected to be included in cost of sales within the next 12 months and approximately $13 million of losses are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Aptiv determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.
Net Investment Hedges
The Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including foreign currency forward contracts and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries. The gains or losses on instruments designated as net investment hedges are recognized within OCI to offset changes in the value of the net investment in these foreign currency-denominated operations. Gains and losses reported in accumulated OCI are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. Cash flows from derivatives designated as net investment hedges are classified as investing activities within the consolidated statements of cash flows.
The Company has entered into a series of forward contracts, each of which have been designated as net investment hedges of the foreign currency exposure of the Company’s investments in certain Chinese Yuan Renminbi (“RMB”)-denominated subsidiaries. During the three months ended March 31, 2025 and 2024, the Company received $5 million and less than $1 million, respectively, at settlement related to forward contracts that matured during the respective period. In March 2025, the Company entered into forward contracts with a total notional amount of 700 million RMB (approximately $100 million, using foreign currency rates on the trade date), which mature in September 2025. Refer to the tables below for details of the fair value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of operations and consolidated statements of comprehensive income related to these derivative instruments.
The Company has designated the €750 million 2024 Euro-denominated Senior Notes and the €500 million 2016 Euro-denominated Senior Notes as net investment hedges of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries, and had designated the €700 million 2015 Euro-denominated Senior Notes prior to being redeemed in the fourth quarter of 2024, as more fully described in Note 8. Debt. Due to changes in the value of the Euro-denominated debt instruments designated as net investment hedges, during the three months ended March 31, 2025 and 2024, $50 million of losses and $24 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. Included in accumulated OCI related to these net investment hedges were cumulative gains of $25 million and $75 million as of March 31, 2025 and December 31, 2024, respectively.
Derivatives Not Designated as Hedges
In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other income, net and cost of sales in the consolidated statements of operations.
Fair Value of Derivative Instruments in the Balance Sheet
The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2025 and December 31, 2024 are as follows:
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | March 31, 2025 | Balance Sheet Location | March 31, 2025 | March 31, 2025 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | 20 | Accrued liabilities | $ | — | |||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | 9 | Other current assets | 3 | $ | 6 | |||||||||||||||||||||||
| Foreign currency derivatives* | Accrued liabilities | 8 | Accrued liabilities | 50 | (42) | ||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | 2 | Other long-term liabilities | 1 | |||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term assets | 1 | Other long-term assets | — | 1 | ||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term liabilities | 2 | Other long-term liabilities | 10 | (8) | ||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | 42 | $ | 64 | |||||||||||||||||||||||||
| Derivatives not designated: | |||||||||||||||||||||||||||||
| Foreign currency derivatives* | Accrued liabilities | $ | — | Accrued liabilities | $ | 1 | (1) | ||||||||||||||||||||||
| Total derivatives not designated as hedges | $ | — | $ | 1 |
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | December 31, 2024 | Balance Sheet Location | December 31, 2024 | December 31, 2024 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | 5 | Accrued liabilities | $ | 5 | |||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | 10 | Other current assets | 3 | $ | 7 | |||||||||||||||||||||||
| Foreign currency derivatives* | Accrued liabilities | 10 | Accrued liabilities | 80 | (70) | ||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | 1 | Other long-term liabilities | 7 | |||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term liabilities | 3 | Other long-term liabilities | 35 | (32) | ||||||||||||||||||||||||
| Derivatives designated as net investment hedges: | |||||||||||||||||||||||||||||
| Foreign currency derivatives | Other current assets | 5 | Accrued liabilities | — | |||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | 34 | $ | 130 | |||||||||||||||||||||||||
| Derivatives not designated: | |||||||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | $ | 1 | Other current assets | $ | — | 1 | ||||||||||||||||||||||
| Foreign currency derivatives* | Accrued liabilities | — | Accrued liabilities | 1 | (1) | ||||||||||||||||||||||||
| Total derivatives not designated as hedges | $ | 1 | $ | 1 |
- Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Aptiv’s derivative financial instruments were in a net liability position as of March 31, 2025 and December 31, 2024.
Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income
The pre-tax effects of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three months ended March 31, 2025 and 2024 are as follows:
| Three Months Ended March 31, 2025 | Gain (Loss) Recognized in OCI | Gain (Loss) Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | 32 | $ | 4 | |||||||
| Foreign currency derivatives | 41 | (8) | |||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | (1) | — | |||||||||
| Total | $ | 72 | $ | (4) |
| Gain Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | 1 | |||
| Total | $ | 1 |
| Three Months Ended March 31, 2024 | Gain Recognized in OCI | (Loss) Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | 16 | $ | (4) | |||||||
| Foreign currency derivatives | 41 | 48 | |||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | 2 | — | |||||||||
| Total | $ | 59 | $ | 44 |
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | (3) | |||
| Total | $ | (3) |
The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other income, net in the consolidated statements of operations for the three months ended March 31, 2025 and 2024, respectively.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements on a Recurring Basis
Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterparties with long-term investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency
and commodity derivative instruments are determined using exchange traded prices and rates. Aptiv also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Aptiv is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Aptiv uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Aptiv generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of March 31, 2025 and December 31, 2024, Aptiv was in a net derivative liability position of $23 million and $96 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.
Publicly traded equity securities—All publicly traded equity securities are reported at fair value as of each reporting date. The measurement of the asset is based on quoted prices for identical assets on active market exchanges. Gains and losses from changes in the fair value of these securities are recorded within other income, net on the consolidated statements of operations.
Available-for-sale debt securities—Investments in available-for-sale debt securities are reported at fair value with changes in the fair value recorded in other comprehensive income. Changes in the fair value of available-for-sale debt securities impact earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized.
As further described in Note 21. Investments in Affiliates, the Company owns investments in Maxieye and StradVision, which are classified as available-for-sale debt securities due to the Company’s redemption rights, and are included within other long-term assets in the consolidated balance sheets. The fair value measurements of these investments are based on significant inputs that are not observable in the market, and are therefore classified as a Level 3 measurement.
The below table summarizes the cost, cumulative unrealized gains, cumulative unrealized losses and estimated fair value of Aptiv’s debt securities as of March 31, 2025 and December 31, 2024:
| Cost basis | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of March 31, 2025 | |||||||||||||||||||||||
| Available-for-sale debt securities | $ | 176 | $ | 8 | $ | (12) | $ | 172 | |||||||||||||||
| Total debt securities | $ | 176 | $ | 8 | $ | (12) | $ | 172 | |||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||
| Available-for-sale debt securities | $ | 165 | $ | 8 | $ | (12) | $ | 161 | |||||||||||||||
| Total debt securities | $ | 165 | $ | 8 | $ | (12) | $ | 161 |
The change in fair value of available-for-sale debt securities classified as a Level 3 measurement for the three months ended March 31, 2025 and 2024 are as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Fair value at beginning of period | $ | 161 | $ | — | |||||||
| Additions | 11 | 84 | |||||||||
| Fair value at end of period | $ | 172 | $ | 84 |
There were no impairment charges related to these investments during the three months ended March 31, 2025 and 2024.
As of March 31, 2025 and December 31, 2024, Aptiv had the following assets measured at fair value on a recurring basis:
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of March 31, 2025: | |||||||||||||||||||||||
| Commodity derivatives | $ | 22 | $ | — | $ | 22 | $ | — | |||||||||||||||
| Foreign currency derivatives | 7 | — | 7 | — | |||||||||||||||||||
| Publicly traded equity securities | 9 | 9 | — | — | |||||||||||||||||||
| Available-for-sale debt securities | 172 | — | — | 172 | |||||||||||||||||||
| Total | $ | 210 | $ | 9 | $ | 29 | $ | 172 | |||||||||||||||
| As of December 31, 2024: | |||||||||||||||||||||||
| Commodity derivatives | $ | 6 | $ | — | $ | 6 | $ | — | |||||||||||||||
| Foreign currency derivatives | 13 | — | 13 | — | |||||||||||||||||||
| Publicly traded equity securities | 11 | 11 | — | — | |||||||||||||||||||
| Available-for-sale debt securities | 161 | — | — | 161 | |||||||||||||||||||
| Total | $ | 191 | $ | 11 | $ | 19 | $ | 161 |
As of March 31, 2025 and December 31, 2024, Aptiv had the following liabilities measured at fair value on a recurring basis:
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of March 31, 2025: | |||||||||||||||||||||||
| Commodity derivatives | $ | 1 | $ | — | $ | 1 | $ | — | |||||||||||||||
| Foreign currency derivatives | 51 | — | 51 | — | |||||||||||||||||||
| Total | $ | 52 | $ | — | $ | 52 | $ | — | |||||||||||||||
| As of December 31, 2024: | |||||||||||||||||||||||
| Commodity derivatives | $ | 12 | $ | — | $ | 12 | $ | — | |||||||||||||||
| Foreign currency derivatives | 103 | — | 103 | — | |||||||||||||||||||
| Total | $ | 115 | $ | — | $ | 115 | $ | — |
Non-derivative financial instruments—Aptiv’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangement, finance leases and other debt issued by Aptiv’s non-U.S. subsidiaries, the Revolving Credit Facility, the Term Loan A and all series of outstanding senior and junior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of March 31, 2025 and December 31, 2024, total debt was recorded at $7,887 million and $8,352 million, respectively, and had estimated fair values of $6,648 million and $7,125 million, respectively. For all other financial instruments recorded at March 31, 2025 and December 31, 2024, fair value approximates book value.
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Aptiv also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Financial and nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, intangible assets, equity investments without readily determinable fair values and liabilities for exit or disposal activities measured at fair value upon initial recognition. Aptiv recorded non-cash long-lived asset impairment charges of $5 million during the three months ended March 31, 2025 within cost of sales, primarily related to declines in the fair value of certain fixed assets in connection with the consolidation of certain business operations. Aptiv recorded no non-cash impairment charges for the three months ended March 31, 2024. Fair value of long-lived and other assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals
or other market indicators and management estimates. As such, Aptiv has determined that the fair value measurements of long-lived and other assets principally fall in Level 3 of the fair value hierarchy.
16. OTHER INCOME, NET
Other income, net included:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Interest income | $ | 11 | $ | 20 | |||||||||||||||||||
| Loss on extinguishment of debt | (3) | — | |||||||||||||||||||||
| Components of net periodic benefit cost other than service cost (Note 9) | (6) | (6) | |||||||||||||||||||||
| Loss on change in fair value of publicly traded equity securities | (2) | (1) | |||||||||||||||||||||
| Other, net | — | 2 | |||||||||||||||||||||
| Other income, net | $ | — | $ | 15 |
During the three months ended March 31, 2025 and 2024, net unrealized losses of $2 million and $1 million, respectively, were recognized for publicly traded equity securities still held as of March 31, 2025.
17. ACQUISITIONS AND DIVESTITURES
The Company had no business acquisitions or divestitures during the three months ended March 31, 2025 and for the fiscal year ended December 31, 2024.
18. SHARE-BASED COMPENSATION
Long-Term Incentive Plan
The Aptiv PLC 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was approved by the Company’s shareholders in April 2024, allows for the grant of awards of up to 9,880,000 ordinary shares for long-term compensation. Prior to April 2024, the Company issued awards for long-term compensation under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”). The Company’s long-term incentive plans were designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under its long-term incentive plans in order to align management compensation with Aptiv’s overall business strategy. All of the RSUs granted under both the 2024 LTIP and PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. When applicable, dividend equivalents are paid out in ordinary shares upon vesting of the underlying RSUs. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers.
In connection with the reorganization transaction as further described in Note 1. General, in December 2024, Old Aptiv established a new publicly-listed Jersey parent company, 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. In connection with the Transaction, New Aptiv assumed Old Aptiv’s long-term incentive plans.
Board of Director Awards
Aptiv has granted RSUs to the Board of Directors as detailed in the table below:
| Grant Date | RSUs granted | Grant Date Fair Value (1) | Vesting Date | Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| April 2024 | 30,497 | $ | 2 | April 2025 | 29,199 | $ | 2 | 1,298 | ||||||||||||||||||||||||||||||
| April 2023 | 20,584 | $ | 2 | April 2024 | 18,272 | $ | 1 | 2,312 | ||||||||||||||||||||||||||||||
(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.
In addition, in April 2025, Aptiv granted 38,590 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on the date of the grant. The RSUs will vest in April 2026.
Executive Awards
Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 240% (200% prior to 2025) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
| Metric | 2025 Grant | 2021 - 2024 Grants | ||||||||||||
| Average return on invested capital (1) | 70% | N/A | ||||||||||||
| Software and adjacent market revenue | 30% | N/A | ||||||||||||
| Relative total shareholder return (2) | (3) | 33% | ||||||||||||
| Average return on net assets (4) | N/A | 33% | ||||||||||||
| Cumulative net income | N/A | 33% |
(1)Average return on invested capital is measured by tax-affected operating income divided by average invested capital. Average invested capital is measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.
(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
(3)The performance-based RSUs granted in 2025 are subject to a performance modifier based on relative total shareholder return, whereby the ultimate payout level of the performance-based RSUs may be adjusted upwards by 20% if relative total shareholder return is in the upper quartile against a comparable measure of competitor and peer group companies or downwards by 20% if in the bottom quartile for the specified trading days of the performance period as defined above. There will be no adjustment if relative total shareholder return is in the middle quartiles.
(4)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
The details of the annual executive grants were as follows:
| Grant Date | RSUs Granted | Grant Date Fair Value | Time-Based Award Vesting Dates | Performance-Based Award Vesting Date | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| February 2021 | 0.44 | $ | 72 | Annually on anniversary of grant date, 2022 - 2024 | December 31, 2023 | |||||||||||||||||||||
| February 2022 | 0.59 | $ | 80 | Annually on anniversary of grant date, 2023 - 2025 | December 31, 2024 | |||||||||||||||||||||
| February 2023 | 0.79 | $ | 99 | Annually on anniversary of grant date, 2024 - 2026 | December 31, 2025 | |||||||||||||||||||||
| February 2024 | 1.12 | $ | 94 | Annually on anniversary of grant date, 2025 - 2027 | December 31, 2026 | |||||||||||||||||||||
| February 2025 | 1.88 | $ | 130 | Annually on anniversary of grant date, 2026 - 2028 | December 31, 2027 |
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous
valuation performed by a third-party valuation specialist with respect to the portion of the awards subject to relative total shareholder return.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the 2024 LTIP. The Company has also granted additional awards to employees in certain periods under both the PLC LTIP and 2024 LTIP. Any off-cycle grants made to new hires or other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of such grant.
The details of shares issued for vested annual executive grants are as follows:
| Time-Based Awards | Performance-Based Awards | |||||||||||||||||||||||||||||||||||||
| Vesting Date | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| Q1 2025 | 554,363 | $ | 36 | 224,317 | 138,010 | $ | 9 | 58,518 | ||||||||||||||||||||||||||||||
| Q1 2024 | 461,052 | $ | 36 | 188,897 | 151,245 | $ | 12 | 65,910 | ||||||||||||||||||||||||||||||
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Nonvested, January 1, 2025 | 2,770 | $ | 92.98 | ||||||||
| Granted | 1,921 | $ | 69.22 | ||||||||
| Vested | (554) | $ | 99.49 | ||||||||
| Forfeited | (156) | $ | 84.96 | ||||||||
| Nonvested, March 31, 2025 | 3,981 | $ | 80.92 |
Aptiv recognized share-based compensation expense related to these RSUs of $30 million ($26 million, net of tax) and $25 million ($21 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended March 31, 2025 and 2024, respectively. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of March 31, 2025, unrecognized compensation expense on a pre-tax basis of approximately $285 million is anticipated to be recognized over a weighted average period of approximately two years. For the three months ended March 31, 2025 and 2024, approximately $19 million and $20 million, respectively, of cash was paid and reflected as a financing activity in the consolidated statements of cash flows related to the tax withholding for vested RSUs.
19. SEGMENT REPORTING
In connection with the Separation, as further described in Note 22. Separation of Electrical Distribution Systems, in the first quarter of 2025 Aptiv realigned its business into three reportable operating segments: Electrical Distribution Systems, Engineered Components Group and Advanced Safety and User Experience. Prior period amounts were adjusted retrospectively to reflect the change in reportable operating segments, consistent with the current year presentation, throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
Aptiv operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
-
Electrical Distribution Systems, which includes the full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures. As described in Note 22. Separation of Electrical Distribution Systems, the Company is pursuing a separation of the Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders.
-
Engineered Components Group, which includes interconnect and component solutions that optimize the distribution of signal, power and data for next-generation applications across multiple end markets.
-
Advanced Safety and User Experience, which includes platforms and modular offerings, such as perception systems, high-performance compute solutions, cloud-native software for ADAS and user experience, and edge-to-cloud DevOps tools.
-
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for which Aptiv’s chief operating decision maker (“CODM”) , who is the Company’s chair and chief executive officer, regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments.
Generally, Aptiv evaluates segment performance based on stand-alone segment net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, separation costs related to the planned spin-off of the Electrical Distribution Systems business, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and other related charges, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions (“Adjusted Operating Income”).
Aptiv’s management, including the CODM, utilizes Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of Aptiv’s operating segments. The CODM regularly evaluates budget-to-actual and period-over-period variances for this metric when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses Adjusted Operating Income in evaluating the operating performance of each segment and as part of determining the compensation of the segment managers and certain other employees.
Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.
Included below are sales, significant expenses and operating data for Aptiv’s segments for the three months ended March 31, 2025 and 2024.
| Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2025: | |||||||||||||||||||||||||||||||||||
| Sales from external customers | $ | 2,023 | $ | 1,381 | $ | 1,421 | $ | — | $ | 4,825 | |||||||||||||||||||||||||
| Intersegment revenues | 1 | 200 | 3 | (204) | — | ||||||||||||||||||||||||||||||
| Net sales | $ | 2,024 | $ | 1,581 | $ | 1,424 | $ | (204) | $ | 4,825 | |||||||||||||||||||||||||
| Cost of sales | (1,778) | (1,166) | (1,165) | 204 | (3,905) | ||||||||||||||||||||||||||||||
| Selling, general and administrative | (124) | (148) | (112) | — | (384) | ||||||||||||||||||||||||||||||
| Other segment items (2) | 21 | 7 | 8 | — | 36 | ||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | 143 | $ | 274 | $ | 155 | $ | — | $ | 572 | |||||||||||||||||||||||||
| Depreciation and amortization | $ | 57 | $ | 112 | $ | 73 | $ | — | $ | 242 | |||||||||||||||||||||||||
| Equity income (loss), net of tax | $ | 5 | $ | — | $ | (15) | $ | — | $ | (10) | |||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | $ | 1 | $ | — | $ | — | $ | — | $ | 1 | |||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | $ | — | $ | (1) | $ | — | $ | — | $ | (1) | |||||||||||||||||||||||||
| Capital expenditures | $ | 28 | $ | 121 | $ | 41 | $ | 7 | $ | 197 |
| Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2024: | |||||||||||||||||||||||||||||||||||
| Sales from external customers | $ | 2,080 | $ | 1,393 | $ | 1,428 | $ | — | $ | 4,901 | |||||||||||||||||||||||||
| Intersegment revenues | 1 | 203 | 1 | (205) | — | ||||||||||||||||||||||||||||||
| Net sales | $ | 2,081 | $ | 1,596 | $ | 1,429 | $ | (205) | $ | 4,901 | |||||||||||||||||||||||||
| Cost of sales | (1,849) | (1,200) | (1,179) | 205 | (4,023) | ||||||||||||||||||||||||||||||
| Selling, general and administrative | (107) | (151) | (108) | — | (366) | ||||||||||||||||||||||||||||||
| Other segment items (2) | 11 | 8 | 13 | — | 32 | ||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | 136 | $ | 253 | $ | 155 | $ | — | $ | 544 | |||||||||||||||||||||||||
| Depreciation and amortization | $ | 58 | $ | 103 | $ | 69 | $ | — | $ | 230 | |||||||||||||||||||||||||
| Equity income (loss), net of tax | $ | 4 | $ | — | $ | (73) | $ | — | $ | (69) | |||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | $ | 6 | $ | — | $ | — | $ | — | $ | 6 | |||||||||||||||||||||||||
| Capital expenditures | $ | 67 | $ | 125 | $ | 55 | $ | 18 | $ | 265 | |||||||||||||||||||||||||
(1)Eliminations and Other includes the elimination of inter-segment transactions. Capital expenditures amounts are attributable to corporate administrative and support functions, including corporate headquarters and certain technical centers.
(2)Other segment items represent costs that are not included in Adjusted operating income, such as other acquisitions and portfolio project costs, asset impairments, compensation expense related to acquisitions and separation costs, as described above in the definition of Adjusted operating income.
The reconciliations of Segment Adjusted Operating Income to net (loss) income attributable to Aptiv for the three months ended March 31, 2025 and 2024 are as follows:
| Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Total | ||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2025: | |||||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | 143 | $ | 274 | $ | 155 | $ | 572 | |||||||||||||||||||||||||||
| Amortization | — | (29) | (22) | (51) | |||||||||||||||||||||||||||||||
| Restructuring | (16) | (15) | (6) | (37) | |||||||||||||||||||||||||||||||
| Separation costs | (19) | — | — | (19) | |||||||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | (2) | (2) | (3) | (7) | |||||||||||||||||||||||||||||||
| Asset impairments | — | (5) | — | (5) | |||||||||||||||||||||||||||||||
| Compensation expense related to acquisitions | — | — | (5) | (5) | |||||||||||||||||||||||||||||||
| Operating income | 448 | ||||||||||||||||||||||||||||||||||
| Interest expense | (93) | ||||||||||||||||||||||||||||||||||
| Other income, net | — | ||||||||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 355 | ||||||||||||||||||||||||||||||||||
| Income tax expense | (356) | ||||||||||||||||||||||||||||||||||
| Equity loss, net of tax | (10) | ||||||||||||||||||||||||||||||||||
| Net loss | (11) | ||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 1 | ||||||||||||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | ||||||||||||||||||||||||||||||||||
| Net loss attributable to Aptiv | $ | (11) |
| Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Total | ||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2024: | |||||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | 136 | $ | 253 | $ | 155 | $ | 544 | |||||||||||||||||||||||||||
| Amortization | (1) | (30) | (23) | (54) | |||||||||||||||||||||||||||||||
| Restructuring | (15) | (7) | (17) | (39) | |||||||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | (11) | (8) | (9) | (28) | |||||||||||||||||||||||||||||||
| Compensation expense related to acquisitions | — | — | (4) | (4) | |||||||||||||||||||||||||||||||
| Operating income | 419 | ||||||||||||||||||||||||||||||||||
| Interest expense | (65) | ||||||||||||||||||||||||||||||||||
| Other income, net | 15 | ||||||||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 369 | ||||||||||||||||||||||||||||||||||
| Income tax expense | (76) | ||||||||||||||||||||||||||||||||||
| Equity loss, net of tax | (69) | ||||||||||||||||||||||||||||||||||
| Net income | 224 | ||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 6 | ||||||||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | 218 |
| Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025: | |||||||||||||||||||||||||||||||||||
| Investment in affiliates | $ | 138 | $ | — | $ | 1,293 | $ | — | $ | 1,431 | |||||||||||||||||||||||||
| Total segment assets | $ | 5,067 | $ | 9,831 | $ | 9,712 | $ | (1,508) | $ | 23,102 | |||||||||||||||||||||||||
| Balance as of December 31, 2024: | |||||||||||||||||||||||||||||||||||
| Investment in affiliates | $ | 132 | $ | — | $ | 1,301 | $ | — | $ | 1,433 | |||||||||||||||||||||||||
| Total segment assets | $ | 5,019 | $ | 9,707 | $ | 9,585 | $ | (853) | $ | 23,458 |
(1)Eliminations and Other includes corporate assets and the elimination of inter-segment transactions.
20. REVENUE
Refer to Note 2. Significant Accounting Policies for a complete description of the Company’s revenue recognition accounting policy.
Nature of Goods and Services
The principal activity from which the Company generates its revenue is the manufacturing of production parts for OEM customers. Aptiv recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation is satisfied when customers obtain control of the product upon title transfer and not as the product is manufactured or developed.
Although production parts are highly customized with no alternative use, Aptiv does not have an enforceable right to payment as customers have the right to cancel a product program without a notification period. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates and price discounts), as applicable. Customers typically pay for production parts based on customary business practices with payment terms averaging 60 days.
The Company also generates revenue from the sale of software licenses, post delivery support and maintenance and professional software services. The Company generally recognizes revenue for software licenses and professional software services at a point in time upon delivery or when the services are provided. Revenue from post delivery support and maintenance for software contracts is generally recognized over time on a ratable basis over the contract term. Under certain of these arrangements, timing may differ between revenue recognition and billing.
Disaggregation of Revenue
Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market and by core product line in the following tables for the three months ended March 31, 2025 and 2024. Information concerning geographic market reflects the manufacturing location.
Revenue by geographic market for the three months ended March 31, 2025 and 2024 is as follows:
| For the Three Months Ended March 31, 2025: | Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Eliminations and Other | Total | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||||||||
| North America | $ | 821 | $ | 512 | $ | 536 | $ | (86) | $ | 1,783 | |||||||||||||||||||
| Europe, Middle East and Africa | 514 | 504 | 659 | (51) | 1,626 | ||||||||||||||||||||||||
| Asia Pacific | 636 | 535 | 229 | (63) | 1,337 | ||||||||||||||||||||||||
| South America | 53 | 30 | — | (4) | 79 | ||||||||||||||||||||||||
| Total net sales | $ | 2,024 | $ | 1,581 | $ | 1,424 | $ | (204) | $ | 4,825 | |||||||||||||||||||
| For the Three Months Ended March 31, 2024: | Electrical Distribution Systems | Engineered Components Group | Advanced Safety and User Experience | Eliminations and Other | Total | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||||||||
| North America | $ | 876 | $ | 536 | $ | 490 | $ | (86) | $ | 1,816 | |||||||||||||||||||
| Europe, Middle East and Africa | 526 | 537 | 693 | (44) | 1,712 | ||||||||||||||||||||||||
| Asia Pacific | 625 | 484 | 246 | (70) | 1,285 | ||||||||||||||||||||||||
| South America | 54 | 39 | — | (5) | 88 | ||||||||||||||||||||||||
| Total net sales | $ | 2,081 | $ | 1,596 | $ | 1,429 | $ | (205) | $ | 4,901 | |||||||||||||||||||
Revenue by core product line for the three months ended March 31, 2025 and 2024 are as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Electrical Distribution Systems | $ | 2,024 | $ | 2,081 | |||||||||||||||||||
| Engineered Components Group | 1,581 | 1,596 | |||||||||||||||||||||
| Active Safety | 743 | 686 | |||||||||||||||||||||
| Smart Vehicle Compute and Software | 133 | 118 | |||||||||||||||||||||
| User Experience and Other | 562 | 640 | |||||||||||||||||||||
| Eliminations | (14) | (15) | |||||||||||||||||||||
| Advanced Safety and User Experience | 1,424 | 1,429 | |||||||||||||||||||||
| Eliminations | (204) | (205) | |||||||||||||||||||||
| Total net sales | $ | 4,825 | $ | 4,901 |
Contract Balances
Contract liabilities solely consist of deferred revenue. As of March 31, 2025 and December 31, 2024, the balance of contract liabilities was $121 million (of which $93 million was recorded in other current liabilities and $28 million was recorded in other long-term liabilities) and $124 million (of which $111 million was recorded in other current liabilities and $13 million was recorded in other long-term liabilities), respectively. The decrease in the contract liabilities balance was primarily driven by $57 million of revenues recognized during the three months ended March 31, 2025 that were included in the contract liability balance as of December 31, 2024, partially offset by cash payments received or due in advance of the performance obligation being satisfied.
Contract assets are primarily comprised of unbilled receivables, which consist of amounts related to the Company’s unconditional right to consideration for completed performance obligations that have not been invoiced. As of March 31, 2025, the balance of contract assets was $143 million (of which $73 million was recorded in other current assets and $70 million was recorded in other long-term assets). As of December 31, 2024, the balance of contract assets was $130 million (of which $65 million was recorded in other current assets and $65 million was recorded in other long-term assets).
Remaining Performance Obligations
For production parts, customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. There are no contracts for production parts outstanding beyond one year. Aptiv does not enter into fixed long-term supply agreements.
As permitted, Aptiv does not disclose information about remaining performance obligations that have original expected durations of one year or less for production parts.
Customer contracts for sales of software and related services are generally represented by a sales contract or purchase order with contract durations typically ranging from one to three years. Remaining performance obligations include contract liabilities and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on the standalone selling price. The value of the transaction price allocated to remaining performance obligations under software and related service contracts as of March 31, 2025 was approximately $182 million. The Company expects to recognize approximately 65% of remaining performance obligations as revenue in the next twelve months, and the remainder thereafter.
Payments to Customers
From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, are capitalized as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of March 31, 2025 and December 31, 2024, Aptiv has recorded $51 million (of which $12 million was classified within other current assets and $39 million was classified within other long-term assets) and $53 million (of which $10 million was classified within other current assets and $43 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.
Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three to five years. There have been no impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $2 million and $8 million for the three months ended March 31, 2025 and 2024, respectively
21. INVESTMENTS IN AFFILIATES
Equity Method Investments
As part of Aptiv’s operations, it has investments in various non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located primarily in North America, Europe and Asia Pacific. Aptiv’s ownership percentages vary generally from approximately 15% to 50%, with the most significant investment being in Motional AD LLC (“Motional”).
Motional Joint Venture Funding and Ownership Restructuring Transactions
On April 19, 2024, Aptiv and Hyundai Motor Group (“Hyundai”) entered into an agreement to restructure Aptiv’s ownership interest in Motional and for Hyundai to provide additional funding to Motional, each as described below. Prior to these transactions, Motional was 50% owned by each of Aptiv and Hyundai.
As part of the agreement, on May 2, 2024, Hyundai invested $475 million in Motional in exchange for an additional 11.7% common equity interest. Aptiv did not participate in this funding round. This transaction resulted in the dilution of Aptiv’s common equity interest in Motional from 50% to approximately 44%, prior to the completion of any further transactions as described below. As these units were issued at a valuation greater than the carrying value of our investment in Motional, the Company recognized a gain of approximately $91 million during the year ended December 31, 2024, within net gain on equity method transactions in the consolidated statements of operations.
Also as part of the agreement, on May 16, 2024, Aptiv sold 11% of its common equity interest in Motional to Hyundai for approximately $448 million of cash consideration. Aptiv also exchanged approximately 21% of its common equity in Motional for a like number of Motional preferred shares. These transactions resulted in the reduction of Aptiv’s common equity interest in Motional from approximately 44% to approximately 15%. As a result of these transactions, the Company recognized a gain of approximately $550 million during the year ended December 31, 2024, within net gain on equity method transactions in the consolidated statements of operations.
The total gain recorded as a result of the Motional funding and ownership restructuring transactions completed in May 2024, all as described above, was approximately $641 million (approximately $2.50 per diluted share) for the year ended December 31, 2024.
As of March 31, 2025, the carrying values of the Company’s common equity and preferred equity investments in Motional were $245 million and $899 million, respectively. As of December 31, 2024, the carrying values of the Company’s common equity and preferred equity investments in Motional were $256 million and $899 million, respectively. These investments are recorded within investment in affiliates in the consolidated balance sheets and included in the Advanced Safety and User Experience segment. The Company's preferred equity investment in Motional was initially measured at fair value, and subsequently accounted for under the measurement alternative in accordance with ASC Topic 321, Investments – Equity Securities, as it does not have a readily determinable fair value.
Motional Lease Agreement
In connection with the formation of Motional, Aptiv agreed to sublease certain office space to Motional, which has a remaining lease term of approximately four years as of March 31, 2025. Total income under the agreement was less than $1 million and $1 million during the three months ended March 31, 2025 and 2024, respectively. The sublease income and Aptiv’s associated operating lease cost are recorded to cost of sales in the consolidated statements of operations. The Company believes the terms of the lease agreement have not significantly been affected by the fact the Company and the lessee are related parties.
Investment in TTTech Auto AG
The shareholders of TTTech Auto AG (“TTTech Auto”) entered into an agreement for the sale of 100% of TTTech Auto to an unrelated third party, and as a result, the Company determined there was an other-than-temporary impairment to its equity method investment in TTTech Auto in the fourth quarter of 2024 based on the anticipated acquisition value of TTTech Auto. During the year ended December 31, 2024, the Company’s equity investment in TTTech Auto was written down to its estimated fair value of $147 million, resulting in a non-cash, pre-tax impairment charge of approximately $36 million within net gain on equity method transactions in the consolidated statements of operations. Upon completion of the sale, Aptiv will no longer hold an equity interest in TTTech Auto. The sale is anticipated to occur in 2025 and is subject to regulatory approvals and customary closing conditions.
The impairment was based on the fair value of the investment at the balance sheet date. The fair value was determined based on the contractual sales price of TTTech Auto pursuant to the executed purchase and sale agreement. Contractual sales prices are considered observable inputs other than quoted prices, and are therefore classified as a Level 2 measurement.
As of March 31, 2025 and December 31, 2024, the carrying value of the Company’s investment in TTTech Auto was $149 million and $147 million, respectively, which is included in the Advanced Safety and User Experience segment. As of March 31, 2025 and December 31, 2024, the difference between the amount at which the Company’s investment is carried and the amount of the Company’s share of the underlying equity in net assets of TTTech Auto was approximately $117 million and $111 million, respectively. The basis difference is primarily attributable to equity method goodwill associated with the investment, which is not amortized.
Technology Investments
The Company has made technology investments in certain non-consolidated affiliates for which Aptiv does not have the ability to exercise significant influence (generally when ownership interest is less than 20%) as described in Note 2. Significant Accounting Policies. Equity investments in non-consolidated affiliates without readily determinable fair values are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. Investments in available-for-sale debt securities are measured at fair value based on significant inputs that are not
observable in the market. Equity investments in publicly traded equity securities are measured at fair value based on quoted prices for identical assets on active market exchanges.
The following is a summary of technology investments, which are classified within other long-term assets in the consolidated balance sheets, as of March 31, 2025 and December 31, 2024:
| Investment Name | Segment | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Publicly traded equity securities: | |||||||||||||||||||||||||||||
| Smart Eye AB | Advanced Safety and User Experience | $ | 4 | $ | 5 | ||||||||||||||||||||||||
| Valens Semiconductor Ltd. | Engineered Components Groups | 5 | 6 | ||||||||||||||||||||||||||
| Total publicly traded equity securities | 9 | 11 | |||||||||||||||||||||||||||
| Non-publicly traded investments: | |||||||||||||||||||||||||||||
| StradVision, Inc. | Advanced Safety and User Experience | 117 | 106 | ||||||||||||||||||||||||||
| MAXIEYE Automotive Technology (Ningbo) Co., Ltd | Advanced Safety and User Experience | 55 | 55 | ||||||||||||||||||||||||||
| Other investments | Various | 8 | 6 | ||||||||||||||||||||||||||
| Total non-publicly traded investments | 180 | 167 | |||||||||||||||||||||||||||
| Total technology investments | $ | 189 | $ | 178 |
In February 2025, the Company’s Advanced Safety and User Experience segment made an investment of approximately 16 billion Korean Won (“KRW”) (approximately $11 million, using foreign currency rates on the investment date) in convertible redeemable preferred shares of StradVision, a provider of deep learning-based camera perception software for automotive applications. The Company previously made KRW-denominated investments in StradVision totaling approximately $108 million in prior years (using foreign currency rates on the date of the respective investments). Due to the Company’s redemption rights, the Company’s investment in StradVision is classified as an available-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in fair value recorded in other comprehensive income. As of March 31, 2025, the Company’s investment in StradVision was recorded at $117 million. Refer to Note 15. Fair Value of Financial Instruments for additional information. Subsequently, in April 2025, Aptiv made an additional investment totaling approximately $29 million in convertible redeemable preferred shares of StradVision.
In September 2024, the Company’s Advanced Safety and User Experience segment made an investment totaling approximately 399 million RMB (approximately $57 million, using foreign currency rates on the investment date) in preferred equity of Maxieye, a provider of advanced driver-assistance systems and autonomous driving applications. Due to the Company’s redemption rights, the Company’s investment in Maxieye is classified as an available-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in fair value recorded in other comprehensive income. The Company also agreed to invest an additional 171 million RMB (approximately $24 million, using March 31, 2025 foreign currency rates) in preferred equity of Maxieye, contingent on the achievement of certain technical milestones, which have not yet been met as of March 31, 2025, and the satisfaction of customary closing conditions. As of March 31, 2025, the Company’s investment in Maxieye was recorded at $55 million. Refer to Note 15. Fair Value of Financial Instruments for additional information.
As of March 31, 2025, none of the Company’s equity securities were subject to contractual sales restrictions.
There were no other material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to our investments without readily determinable fair value. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.
22. SEPARATION OF ELECTRICAL DISTRIBUTION SYSTEMS
On January 22, 2025, the Company announced its intention to pursue a separation of its Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders (the “Separation”). The Company plans to complete the Separation by March 31, 2026, subject to customary closing conditions.
During the three months ended March 31, 2025, the Company incurred costs of $19 million related to the Separation. These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, were primarily related to third-party professional fees associated with planning the Separation.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause 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; 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 achieve the intended benefits from, or to complete, the proposed separation of its Electrical Distribution Systems business; 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. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission, including those set forth in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2024. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS