Aptiv (APTV) Risk Factor Changes

We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the Separation, or such benefits may be delayed or not occur at all.

On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business into a new, independent publicly traded company (“Versigent”), through a transaction expected to b…

Aptiv is subject to a 35% Swiss withholding tax on gross dividend payment amounts and share repurchases unless such dividend payment or share repurchase is made out of qualifying capital contribution reserves (“Reserv…

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

The amount of tax we pay is subject to our interpretation of applicable tax laws in the jurisdictions in which we file.

As we sell, close and/or demolish facilities around the world, environmental investigations and assessments will need to be performed.

•the generation, storage, handling, use, transportation, disposal, cleanup, or presence of, or exposure to hazardous materials;

We cannot predict the substance or impact of pending or future legislation or regulations, or the application thereof.

In addition, as we adopt new technology, we face an inherent risk of exposure to the claims of others that we have allegedly violated their intellectual property rights.

A recall claim brought against us, or a product liability claim brought against us in excess of our available insurance, may have a material adverse effect on our business.

Further, engineering and maintaining security for our systems and products may require significant costs.

We do not have a material physical presence in either Russia or Ukraine, with less than 1% of our workforce located in the countries as of December 31, 2025.

While the impacts to the Company resulting from these incremental tariffs were not significant during 2025, the future impact of any announced tariffs is subject to a number of factors, including the effective date an…

•unexpected changes in laws, regulations, economic and trade sanctions, trade or monetary or fiscal policy, including interest rates

We have currency exposures related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate.

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

Our business is labor-intensive and we have a number of unions, works councils and other represented employees.

Additionally, from time to time, we have recorded asset impairment losses relating to specific plants and operations.

From time to time, we have underutilized our manufacturing lines.

We rely on third-party suppliers for components used in our products, and we rely on third-party manufacturers to manufacture certain of our assemblies and finished products.

The discontinuation or loss of business, or lack of commercial success with respect to a particular product for which we are a significant supplier could reduce our sales and harm our profitability.

Our five largest customers accounted for approximately 42% of our total net sales for the year ended December 31, 2025.

We believe that for certain of our businesses, success in developing market-relevant products depends in part on our ability to develop and maintain collaborative relationships with other companies.

Our future growth is dependent on our making the right investments at the right time to support product development and manufacturing capacity in geographic areas where we can support our customer base and in product…

Maintaining a strong position in the Chinese market is a key component of our global growth strategy.

The mix of vehicle offerings by our OEM customers also impacts our sales.

Our sensitivity to economic cycles and any related fluctuation in the businesses of our customers or potential customers may have a material adverse effect on our financial condition, results of operations or cash flows.

A prolonged recession and/or a downturn in global automotive sales could adversely affect our business and cause us to require additional sources of financing to continue our operations, which may not be available to…

Our business is directly related to automotive sales and automotive vehicle production by our customers.

Global supply chain disruptions have in the past and could in the future lead to interruptions in our production, which could impact our ability to fully meet the vehicle production demands of OEMs at times due to eve…

interpretation of the law and assess us with additional taxes.

identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.

Additionally, our global operations may also be adversely affected by political events, terrorist events and hostilities, complications due to natural, nuclear or other disasters or the spread of an infectious disease…

We have currency exposures related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate.

From time to time, we have underutilized our manufacturing lines.

Although we receive purchase orders from our customers, these purchase orders generally provide for the supply of a customer’s requirements for a particular vehicle model and assembly plant, rather than for the purcha…

collaborative arrangement, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business a…

Our future growth is dependent on our making the right investments at the right time to support product development and manufacturing capacity in geographic areas where we can support our customer base and in product…

within our business.

In 2022, certain of our operations in China were impacted by lockdowns imposed by governmental authorities to mitigate the spread of COVID-19, resulting in total indirect and direct adverse impacts to revenue of appro…

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

We intend to enter into a tax matters agreement with Versigent, under which Versigent will make certain representations and covenants intended to protect the tax-free treatment of the Separation and certain related tr…

In addition, certain of our subsidiaries could be subject to U.S.

If the Separation and/or certain related transactions were determined not to qualify for non-recognition of gain or loss under Section 355 and related provisions of the Code, each U.S.

IRS.

In addition, the opinions of our tax advisors will rely on certain facts, assumptions, representations, and undertakings from Versigent and us regarding the past and future conduct of the companies’ respective busines…

It is a condition to the distribution of the shares of Versigent to our shareholders as part of the Separation that we receive one or more tax opinions from our tax advisors, satisfactory to our Board of Directors in…

If our distribution of the shares of Versigent to our shareholders fails to qualify as tax-free for U.S.

Moreover, completion of the Separation will result in independent public companies that are smaller, less diversified companies with more limited businesses concentrated in their respective industries than Aptiv was p…

We have deferred tax assets in certain countries, and our ability to use such assets will depend on our taxable income generation in the relevant countries.

Our ability to use deferred tax assets may be subject to limitation.

We are subject to periodic tax audits by tax authorities.

Our tax burden could increase as a result of ongoing or future tax audits.

Our tax position could be adversely impacted by changes in the tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority.

Changes in tax laws, tax rates and adverse positions taken by taxing authorities could impact operating results.

product liability or intellectual property claim losses in the future or that we will not incur significant costs to defend such claims.

If any of our products are or are alleged to be defective, we may be required to participate in a recall involving such products.

attract and retain customers, prevent us from offering similar products and services as those offered by our competitors or inhibit our ability to meet regulatory, industry or other compliance requirements.

Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable…

For instance, the government of Mexico implemented country-wide statutory minimum wage increases of approximately 13% (5% in Northern Border Zone), 12% and 20%, effective January 1, 2026, 2025 and 2024, respectively.

Additionally, our global operations may also be adversely affected by political events, terrorist events and hostilities, complications due to natural, nuclear or other disasters or the spread of an infectious disease…

•foreign currency exchange rates and changes in the rate of inflation in the U.S.

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

quality on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged.

Although we receive purchase orders from many of our customers, these purchase orders generally provide for the supply of a customer’s annual requirements for a particular vehicle model and assembly plant, or in some…

timing may be impacted by industry conditions, government regulations and consumer preferences, and therefore, the timing of such launches may also be subject to change.

In connection with the award of new business, we obligate ourselves to deliver new products and services that are subject to our customers’ timing, performance and quality standards.

Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.

and cash flows for the year ended December 31, 2023.

businesses or market share in China.

Any significant negative cash flow or instability in the global credit markets and global economic pressure could limit our ability to obtain external financing on favorable terms.

agreements, the availability of consumer financing, inflationary pressures, interest rate volatility, supply chain disruptions and other factors, including global health crises.