Aptiv APTV · USD

SEGMENT REPORTINGIn connection with the Separation, as further described in Note 26. Separation of Electrical Distribution Systems, in the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems. Prior period amounts have been 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:•Advanced Safety and User Experience, which includes platforms and modular offerings, such as intelligent sensors, high-performance compute, and advance software tools and services.•Engineered Components Group, which includes connection systems, high-performance interconnects, and cable management and protection solutions that optimize the distribution of power, signal and data for next-generation applications across multiple end markets.•Electrical Distribution Systems, which includes a full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures. As described in Note 26. Separation of Electrical Distribution Systems, the Company is pursuing a separation of the Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders.•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial 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.

Includes Aptiv’s country of domicile, Jersey. The Company had no sales or long-lived assets in Jersey in any period. The largest portion of net sales in the Europe, Middle East & Africa region was $1,639 million, $1,632 million and $1,701 million in Germany for the years ended December 31, 2025, 2024 and 2023, respectively.

REVENUERefer to Note 2. Significant Accounting Policies for a complete description of the Company’s revenue recognition accounting policy.Nature of Goods and ServicesThe 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 RevenueRevenue generated from Aptiv’s operating segments is disaggregated by primary geographic market and by core product line in the following tables for the years ended December 31, 2025, 2024 and 2023. Information concerning geographic market reflects the manufacturing location.

Includes Aptiv’s country of domicile, Jersey. The Company had no sales or long-lived assets in Jersey in any period. The largest portion of net sales in the Europe, Middle East & Africa region was $1,639 million, $1,632 million and $1,701 million in Germany for the years ended December 31, 2025, 2024 and 2023, respectively.

COMMITMENTS AND CONTINGENCIESOrdinary Business LitigationAptiv 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 MattersAptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of December 31, 2025 and 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 December 31, 2025, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

DEBTThe following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of December 31, 2025 and 2024:December 31,20252024 (in millions)Accounts receivable factoring$— $450 1.60%, Euro-denominated senior notes, due 2028 (net of $1 and $1 unamortized issuance costs, respectively)586 519 4.35%, senior notes, due 2029 (net of $1 and $1 unamortized issuance costs, respectively)265 299 4.65%, senior notes, due 2029 (net of $3 and $5 unamortized issuance costs, respectively)398 545 3.25%, senior notes, due 2032 (net of $4 and $5 unamortized issuance costs and $2 and $2 discount, respectively)711 793 5.15%, senior notes, due 2034 (net of $4 and $5 unamortized issuance costs and $1 and $1 discount, respectively)511 544 4.25%, Euro-denominated senior notes, due 2036 (net of $6 and $7 unamortized issuance costs and $2 and $2 discount, respectively)872 772 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 $28 and $30 discount, respectively)1,457 1,455 4.15%, senior notes, due 2052 (net of $10 and $10 unamortized issuance costs and $2 and $2 discount, respectively)988 988 5.75%, 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 $6 and $7 unamortized issuance costs, respectively)494 493 Term Loan A, due 2027 (net of $0 and $2 unamortized issuance costs, respectively)— 248 Finance leases and other86 64 Total debt7,551 8,352 Less: current portion(81)(509)Long-term debt$7,470 $7,843 The principal maturities of debt, at nominal value, are as follows:Debt and Finance Lease Obligations (in millions)2026$81 20272 2028588 2029668 2030— Thereafter6,314 Total$7,653 Change of Tax ResidencyIn 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.

INCOME TAXESIn 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.”Income before income taxes and equity income for U.S. and non-U.S. operations are as follows:Year Ended December 31, 202520242023 (in millions)U.S. (loss) income$(635)$(78)$(162)Non-U.S. income1,554 2,229 1,499 Income before income taxes and equity loss$919 $2,151 $1,337 The provision (benefit) for income taxes is comprised of:Year Ended December 31,202520242023 (in millions)Current income tax expense (benefit):U.S. federal$10 $(25)$25 Non-U.S.290 277 208 U.S. state and local6 5 3 Total current306 257 236 Deferred income tax expense (benefit), net:U.S. federal(37)(67)(62)Non-U.S.435 35 (2,091)U.S. state and local(4)(2)(11)Total deferred394 (34)(2,164)Total income tax provision (benefit)$700 $223 $(1,928)Cash paid or withheld for income taxes by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 was: Year Ended December 31, 2025 (in millions)Swiss federal$— Swiss cantonal2 Foreign:China74 Mexico51 India21 Ireland19 South Korea17 Other (1)71 Cash paid or withheld$255 (1)Includes jurisdictions below the threshold for the period presented. Cash paid or withheld for income taxes for the years ended December 31, 2024 and 2023 was $249 million and $307 million, respectively.The Company is a Swiss resident taxpayer as of December 31, 2024. Prior to December 2024, the Company was an Irish resident taxpayer. As further described in Note 2. Significant Accounting Policies, the Company has elected to prospectively adopt the guidance in ASU 2023-09.

SHARE-BASED COMPENSATIONLong-Term Incentive PlanThe 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 AwardsAptiv has granted RSUs to the Board of Directors as detailed in the table below:Grant DateRSUs grantedGrant Date Fair Value (1)Vesting DateShares Issued Upon VestingFair Value of Shares at IssuanceShares Withheld to Cover Withholding Taxes(dollars in millions)April 202538,590 $2 April 2026N/AN/AN/AApril 202430,497 $2 April 202529,199 $2 1,298 April 202320,584 $2 April 202418,272 $1 2,312 (1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.Executive AwardsAptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012.