APTVAptiv
- Employees
- 140,000
- Headquarters
- Schaffhausen, V8
- CEO
- Kevin P. Clark
- Next results
- around Feb 1, 2027
17 paragraphs in Risk Factors of the 10-K filed Feb 6, 2026 with nothing like them in the 10-K filed Feb 7, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 46 Consumer discretionary companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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. There can be no assurance that we would be able to secure such financing on terms acceptable to us, or at all.
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Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.
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. The launch of production is a complex process, the success of which depends on a wide range of factors, including: the timing and frequency of design changes by our customers relative to the start of production; product maturity and complexity; production readiness of our own, as well as our customers’ and suppliers’ manufacturing facilities; robustness of manufacturing and validation processes; launch volumes; quality and production readiness of tooling and equipment; sufficiency of skilled employees; and initial product quality. Given the complexity of new program launches, we may experience difficulties managing product quality, timeliness and associated costs. Failure by us to successfully launch a new product could result in commercial or litigation claims against us which could have a material adverse effect on our profitability. Additionally, a significant product or program launch failure could adversely affect our reputation, future business prospects with one or more customers, and/or ability to execute our strategy. In addition, new program launches require a significant ramp up of costs; however, our sales related to these new programs generally are dependent upon the timing and success of our customers’ introduction of new vehicles. Customer decisions on program launch
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.
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If any of our products are or are alleged to be defective, we may be required to participate in a recall involving such products. Each vehicle manufacturer has its own practices regarding product recalls and other product liability actions relating to its suppliers. However, as suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, OEMs continue to look to their suppliers for contribution when faced with recalls and product liability claims. The number of vehicles recalled globally by OEMs has increased above historical levels. These recalls can either be initiated by the OEMs or influenced or required by regulatory agencies. Although there are differing rules and regulations across countries governing recalls for safety issues, the overall transition towards global vehicle platforms may also contribute to increased recalls outside of the United States, as automotive components are increasingly standardized across regions. Given the sensitivity to safety issues in the automotive industry, including increased focus from regulators and consumers, we anticipate the number of automotive recalls may remain above historical levels in the near future. In addition, the National Highway Traffic Safety Administration and other non-U.S. regulators have the authority, under certain circumstances, to require recalls to remedy safety concerns.
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Changes in tax laws, tax rates and adverse positions taken by taxing authorities could impact operating results.
Similar paragraph at 1 of 46 other Consumer discretionary companies: TSCOOur 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. For example, legislative action may be taken by the U.S. Congress which, if ultimately enacted, could override tax treaties upon which we rely or could broaden the circumstances under which we would be considered a U.S. resident, which could materially and adversely affect our effective tax rate and cash tax position. We cannot predict the outcome of any specific legislative proposals. If proposals were enacted that had the effect of limiting our ability to take advantage of the tax treaties between Switzerland and other jurisdictions (including the United States), we could be subjected to increased taxation. In addition, any future amendments to the current income tax treaties between Switzerland and other jurisdictions (including the United States) could subject us to increased taxation.
We are subject to periodic tax audits by tax authorities. Tax authorities may not agree with our interpretation of applicable tax laws and regulations. As a result, such tax authorities may assess additional tax, interest and penalties. We regularly assess the likely outcomes of these audits and other tax disputes to determine the appropriateness of our tax provision and establish reserves for material, known tax exposures. However, the calculation of such tax exposures involves the application of complex tax laws and regulations in many jurisdictions. Therefore, there can be no assurance that we will accurately predict the outcomes of any tax audit or other tax dispute or that issues raised by tax authorities will be resolved at a financial cost that does not exceed our related reserves. As such, the actual outcomes of these disputes and other tax audits could have a material impact on our financial results.
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. Further, subsequent changes to applicable tax laws in these jurisdictions could impact our ability to fully benefit from such deferred tax assets. Changes in our ability to use deferred tax assets could have a material impact on our financial results.
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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 prior to the Separation. As a result, each company could be more vulnerable to global economic trends, geopolitical risks, demand or supply shocks, and changing industry or market conditions, which could have a material adverse effect on its business, financial condition, cash flows and results of operations. Each of the separate companies will also incur ongoing costs, including costs of operating as independent public companies, that the separated businesses will no longer be able to share.
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If our distribution of the shares of Versigent to our shareholders fails to qualify as tax-free for U.S. federal income tax purposes, certain of our subsidiaries and our U.S. shareholders could be subject to significant tax liabilities.
Similar paragraph at 1 of 46 other Consumer discretionary companies: GPCIt 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 its sole discretion, regarding the qualification of the Separation as a distribution under Section 355(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). We do not intend to seek a ruling from the Internal Revenue Service (the “IRS”) with respect to the U.S. federal income tax treatment of the Separation. The opinions of our tax advisors will assume that the Separation will be completed according to the terms of a separation and distribution agreement that we intend to enter into with Versigent prior to the Separation (the “Separation and Distribution Agreement”) and relies on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement (as defined below) and a number of other documents.
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 businesses and other matters and will be subject to certain caveats. If any of these facts, assumptions, representations, or undertakings are, or become, inaccurate or incomplete or are not otherwise satisfied, we and our shareholders may not be able to rely on the opinions of our tax advisors, and certain of our subsidiaries and our U.S. shareholders could be subject to significant tax liabilities. The opinions of our tax advisors will represent the judgment of each tax advisor, respectively, and will not be binding on the IRS or any courts, and there can be no assurance that the IRS will not take a contrary position or that a court will not uphold such position taken by the
IRS. Notwithstanding the opinions of our tax advisors, the IRS could determine on audit that the Separation and/or certain related transactions are taxable if it determines that any of these facts, assumptions, representations, or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the share ownership of Versigent or us after the Separation. If the conclusions expressed in the opinions of our tax advisors are challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences of the Separation (including the tax consequences to certain of our subsidiaries and our U.S. Holders) could be materially less favorable.
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. Holder who received ordinary shares of Versigent in the Separation would be treated as having received a distribution in an amount equal to the fair market value of such ordinary shares received, which would generally result in: (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of our current or accumulated earnings and profits; (ii) a reduction in the U.S. Holder’s basis (but not below zero) in our ordinary shares; and (iii) taxable gain from the exchange of our ordinary shares to the extent the amount received exceeds the sum of the U.S. Holder’s share of our earnings and profits and the U.S. Holder’s basis in our ordinary shares.
In addition, certain of our subsidiaries could be subject to U.S. federal income tax if the Separation and/or certain related transactions were determined not to qualify for non-recognition under Section 355 and related provisions of the Code. These amounts could be material, and could adversely affect our business, financial conditions, cash flows and results of operations.
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 transactions (the “Tax Matters Agreement”). If, as a result of any of those representations being untrue or those covenants being breached, 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, Versigent could be required by the Tax Matters Agreement to indemnify us for the resulting taxes and related expenses. However, if Versigent fails to satisfy its indemnification obligations to us in respect of such taxes and expenses, our business, financial condition, cash flows and results of operations could be adversely affected.
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New in the latest 10-Q
20 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Net cash provided by (used in) financing activities from discontinued operations 150 (142)
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Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash 8 32
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Cash, cash equivalents and restricted cash at beginning of the period 1,854 1,574
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Cash, cash equivalents and restricted cash of continuing operations $ 678 $ 1,409
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During the three months ended September 30, 2026, Aptiv recorded non-cash intangible asset impairment charges of approximately $ 56 million as a result of the Company’s implementation of a rebranding initiative within the Engineered Components segment, as part of which the Company will cease using certain previously-acquired trade names. Amortization expense, including intangible asset impairment charges, was $ 107 million and $ 211 million for the three and nine months ended September 30, 2026, respectively, and $ 52 million and $ 155 million for the three and nine months ended September 30, 2025, respectively.
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The Company assessed changes in circumstances that occurred during the quarter to determine whether it was more likely than not that the fair value of any of its reporting units were below their carrying amounts.
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During the third quarter of 2026, we identified indicators of potential goodwill impairment, primarily as a result of a decline in the Company’s market capitalization during the quarter. Accordingly, we performed an interim quantitative assessment (step 1) for all reporting units, and concluded that the estimated fair value of each reporting unit exceeded its respective carrying amount. As a result, no goodwill impairment existed. Although we believe our estimates of fair value are reasonable based on current and future market conditions and the best information available at the impairment assessment date, the reporting units’ future financial performance is dependent on our ability to execute our business plan. Future changes in the judgments, assumptions and estimates used in our impairment testing for goodwill, including discount rates and cash flow projections, could result in significantly different estimates of the fair value. A reduction in the estimated fair value of one or more reporting units could result in non-cash impairment charges in a future period.
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During the third quarter of 2025, increased discount rates and a reduction in forecasted cash flows led the Company to conclude that, when considering the events and factors in totality, it was more likely than not that the estimated fair value of its former Wind River reporting unit within the Intelligent Systems segment would be below its carrying value at September 30, 2025. Accordingly, we performed an interim quantitative assessment for goodwill impairment. The modifications to forecasted reporting unit cash flows were attributable to the impacts resulting from market and industry delays in the broader adoption of software-defined vehicles. For example, certain of our OEM customers have recently announced delays in their software-defined vehicle investment strategies amidst reduced expectations for consumer demand for these products. Additionally, the Company is making incremental investments to further develop and grow the aerospace & defense and telecommunications businesses and product offerings for the reporting unit.
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The quantitative assessment indicated that the carrying value of its former Wind River reporting unit exceeded its estimated fair value. As a result, during the three months ended September 30, 2025, the Company recorded a non-cash, pre-tax goodwill impairment charge of approximately $ 648 million related to this reporting unit. Following the impairment, goodwill related to its former Wind River reporting unit was approximately $ 1,631 million. The Company concluded there were no other goodwill impairments during the three and nine months ended September 30, 2025.
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During the three and nine months ended September 30, 2026, Aptiv recorded non-cash asset impairment charges of approximately $ 70 million and $ 73 million, respectively. The charges recorded during the three months ended September 30, 2026 included intangible asset impairment charges of approximately $ 56 million within amortization in the consolidated statements of operations as a result of the Company’s implementation of a rebranding initiative within the Engineered Components segment, as part of which the Company will cease using certain previously-acquired trade names. The charges recorded during the three months ended September 30, 2026 also included an operating lease right-of-use asset impairment charge of approximately $ 14 million within selling, general and administrative expense in the consolidated statements of operations as a result of a sublease agreement for leased property. Non-cash asset impairment charges were not material during the three and nine months ended September 30, 2025. Fair value of long-lived assets, intangible assets 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 assets, intangible assets and other assets principally fall in Level 3 of the fair value hierarchy.
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The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available in the third quarter of 2026. The preliminary purchase price and related allocation to the acquired net assets of OFP based on their estimated fair values primarily resulted in the recognition of goodwill of $ 14 million and intangible assets of $ 10 million. Intangible assets include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful life of approximately thirteen years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and is not deductible for tax purposes.
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The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent valuations related to intangible assets and certain tax attributes.
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The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements were presented.
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As of September 30, 2026, the fair value of the Company’s common stock investment in StradVision was approximately $ 42 million based on the closing market price of its stock on the Korean stock exchange and September 30, 2026 foreign currency rates. As of September 30, 2026, in accordance with the Company’s accounting procedures and internal controls, the Company evaluated whether an other‑than‑temporary impairment existed for its investment in StradVision, which had a carrying value of approximately $ 143 million. This evaluation included consideration of the duration and magnitude of the carrying value in excess of StradVision’s quoted market value, the limited public trading history of StradVision’s stock, StradVision’s operating performance and outlook, and the Company’s strategic intent and ability to hold the investment. The Company considers StradVision a long-term strategic partner, maintains representation on StradVision’s Board of Directors, and has the intent and ability to retain its investment for a period of time sufficient to allow for recovery in market value. Based on the evaluation of the factors above, the Company did not consider the investment to be other‑than‑temporarily impaired as of September 30, 2026. The Company will continue to assess the value of its investment in StradVision, which may result in the recognition of an other‑than‑temporary impairment in the future.
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customers when raw material prices increase rapidly or to significantly higher than historic levels could adversely affect our operating margins and cash flow, possibly resulting in lower operating income and profitability. We expect to be continually challenged by demand and inflationary pressures for our principal raw materials and other supplies, including semiconductors and other electronic components.
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2026 2025 Favorable/(unfavorable) Volume (a) FX Operational performance Other Total
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As of September 30, 2026, the fair value of the Company’s common stock investment in StradVision was approximately $42 million based on the closing market price of its stock on the Korean stock exchange and September 30, 2026 foreign currency rates. As of September 30, 2026, in accordance with the Company’s accounting procedures and internal controls, the Company evaluated whether an other‑than‑temporary impairment existed for its investment in StradVision, which had a carrying value of approximately $143 million. This evaluation included consideration of the duration and magnitude of the carrying value in excess of StradVision’s quoted market value, the limited public trading history of StradVision’s stock, StradVision’s operating performance and outlook, and the Company’s strategic intent and ability to hold the investment. The Company considers StradVision a long-term strategic partner, maintains representation on StradVision’s Board of Directors, and has the intent and ability to retain its investment for a period of time sufficient to allow for recovery in market value. Based on the evaluation of the factors above, the Company did not consider the investment to be other‑than‑temporarily impaired as of September 30, 2026. The Company will continue to assess the value of its investment in StradVision, which may result in the recognition of an other‑than‑temporary impairment in the future.
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As described in Note 2. Significant Accounting Policies to the unaudited consolidated financial statements included in Part I, Item 1 of this report, during the third quarter of 2026, we identified indicators of potential goodwill impairment, primarily as a result of a decline in the Company’s market capitalization during the quarter. Accordingly, we performed an interim quantitative assessment (step 1) for all reporting units, concluding that the estimated fair value of each reporting unit exceeded its respective carrying amount. As a result, no goodwill impairment existed.
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Although we believe our estimate of fair value is reasonable based on current and future market conditions and the best information available at the impairment assessment date, the reporting unit’s future financial performance is dependent on our ability to execute our business plan. Future changes in the judgments, assumptions and estimates used in our impairment testing for goodwill, including discount rates and cash flow projections, could result in different estimates of the fair value. For example, an increase in the discount rate assumption by 50 basis points, a 5% decrease in the estimated annual revenues used in the analysis or a 50 basis point decrease in the estimated annual EBITDA margin used in the analysis would result in the fair value of the reporting unit being in excess of its carrying value by approximately 5%, 4% and 5%, respectively. This reflects the impact of changing one assumption at a time. It should be noted that economic factors and conditions often affect multiple assumptions simultaneously and the effects of changes in key assumptions are not necessarily linear.
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If a reporting unit’s future financial performance falls below our expectations, there are adverse revisions to significant assumptions, or our market capitalization declines, this could be indicative that the fair values of one or more of our reporting units has declined below their carrying value, which could result in non-cash impairment charges in a future period.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Feb 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
There have been no material changes in risk factors for the Company in the period covered by this report. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on APTV in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/APTV/export.csv") into a cell.