Form 8-K

8-K — Aptiv PLC

Accession: 0001521332-26-000044

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001521332

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — aptv-20260505.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (aptvq12026ex991.htm)

GRAPHIC (aptivlogoa15.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aptv-20260505.htm · Sequence: 1

aptv-20260505

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________________________________________

FORM 8-K

________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 5, 2026

________________________________________________________________________________________________________________________

Aptiv PLC

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________

Jersey 001-35346 98-1824200

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

Spitalstrasse 5

8200 Schaffhausen, Switzerland

+41 52 580 96 00

(Address of Principal Executive Offices, Including Zip Code)

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Ordinary Shares, $0.01 par value per share APTV New York Stock Exchange

1.600% Senior Notes due 2028 APTV New York Stock Exchange

3.250% Senior Notes due 2032 APTV New York Stock Exchange

5.150% Senior Notes due 2034 APTV New York Stock Exchange

4.250% Senior Notes due 2036 APTV New York Stock Exchange

4.400% Senior Notes due 2046 APTV New York Stock Exchange

5.400% Senior Notes due 2049 APTV New York Stock Exchange

3.100% Senior Notes due 2051 APTV New York Stock Exchange

4.150% Senior Notes due 2052 APTV New York Stock Exchange

5.750% Senior Notes due 2054 APTV New York Stock Exchange

6.875% Fixed-to-Fixed Reset Rate

Junior Subordinated Notes due 2054 APTV New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Aptiv PLC (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2026. A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release and teleconference visual presentation are available on the Company’s website at aptiv.com.

The information in this Item 2.02 and Item 9.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

Item 8.01 Other Events.

On May 5, 2026, the Company made available certain supplemental investor information on its website at https://ir.aptiv.com, related to the separation of its Electrical Distribution Systems business which completed its spin-off into a new publicly traded company, Versigent PLC, on April 1, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1

Press Release Dated May 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2026 APTIV PLC

By: /s/ Varun Laroyia

Varun Laroyia

Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number Description

99.1

Press Release Dated May 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: aptvq12026ex991.htm · Sequence: 2

Document

Exhibit 99.1

Aptiv Reports First Quarter 2026 Financial Results

Record First Quarter Revenue and Adjusted EPS

SCHAFFHAUSEN - Aptiv PLC (NYSE: APTV), a global industrial technology company, today reported financial results for the first quarter of 2026. These results include the Electrical Distribution systems (“EDS”) business, which completed its spin-off into a new publicly traded company, Versigent, on April 1, 2026.

First Quarter Financial Highlights Include:

•U.S. GAAP revenue of $5.1 billion, an increase of 5%

◦Revenue increased 1% adjusted for currency exchange and commodity movements

•U.S. GAAP net income of $189 million

•Adjusted EBITDA of $752 million

•U.S. GAAP diluted earnings per share of $0.88; Excluding special items, diluted earnings per share of $1.71

"We continued Aptiv’s strategic evolution with the successful spin-off of our EDS business as Versigent on April 1," said Kevin Clark, chair and chief executive officer. "Our value proposition is now even stronger, with a sharper focus on enabling devices and systems to sense, think, act, and optimize across industries. Through our comprehensive tech stack of advanced software and optimized hardware, and our robust operating model, we deliver performance and value at global scale for customers across multiple end markets. We are focused on delivering an attractive financial profile, with our strong free cash flow generation enabling incremental value creation opportunities."

First Quarter 2026 Results

For the three months ended March 31, 2026, the Company reported U.S. GAAP revenue of $5.1 billion, an increase of 5% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 1% in the first quarter. This reflects growth of 7% in North America, 3% in Asia Pacific, which includes a decline of 2% in China, and 7% growth in South America, our smallest region, partially offset by a decline of 7% in EMEA.

The Company reported first quarter 2026 U.S. GAAP net income of $189 million, net income margin of 3.7% and earnings of $0.88 per diluted share, compared to U.S. GAAP net loss of $11 million, net loss margin of 0.2% and a loss of $0.05 per diluted share in the prior year period. First quarter Adjusted Net Income totaled $365 million, or earnings of $1.71 per diluted share, compared to $390 million, or $1.69 per diluted share, in the prior year period.

The Company reported first quarter Adjusted EBITDA of $752 million, compared to $758 million in the prior year period. Adjusted EBITDA margin was 14.8%, compared to 15.7% in the prior year period, primarily reflecting increased commodity costs and unfavorable impacts of foreign currency exchange, partially offset by increased volumes.

The Company reported first quarter Adjusted Operating Income of $562 million, compared to $572 million in the prior year period. Adjusted Operating Income margin was 11.0%, compared to 11.9% in the prior year period.

Depreciation and amortization expense totaled $250 million, compared to $242 million in the prior year period. Interest expense for the first quarter totaled $89 million, compared to $93 million in the prior year period.

Tax expense in the first quarter of 2026 was $81 million. Tax expense in the first quarter of 2025 was $356 million, which primarily reflects an increase to valuation allowances of approximately $300 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025.

Net cash flow used in operating activities totaled $143 million in the first quarter, compared to $273 million generated in the prior year period. The Company reported negative Free Cash Flow of $362 million in the first quarter, compared to $76 million generated in the prior year period.

Reconciliations of Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are provided in the attached supplemental schedules.

Debt Redemptions and Share Repurchases

During the first quarter of 2026, the Company redeemed the entire $266 million aggregate principal amount outstanding of the 4.35% senior notes due in 2029 utilizing cash on hand.

In April 2026, the Company redeemed $1,847 million of aggregate principal amount of certain senior notes principally utilizing proceeds from the cash distribution received from Versigent in connection with the spin-off.

The Company repurchased and retired 1.0 million shares for $75 million in the first quarter of 2026. As of March 31, 2026, $2.0 billion remained available for future share repurchases under the existing $5.0 billion authorization.

Reportable Segments

Commencing with the first quarter of 2026, Aptiv renamed its Advanced Safety and User Experience segment to Intelligent Systems and its Engineered Components Group segment to Engineered Components. Commencing with the second quarter of 2026, Aptiv’s results will exclude its EDS segment, which completed its spin-off into a new publicly traded company, Versigent, on April 1, 2026.

Q2 and Full Year 2026 Outlook

The Company’s second quarter and full year 2026 financial guidance is as follows. This reflects New Aptiv without the EDS business, which will be treated as a discontinued operation for reporting purposes beginning April 1, 2026.

(in millions, except per share amounts) New Aptiv

Q2 2026 New Aptiv (Pro Forma)

Full Year 2026

Net sales $3,200 - $3,400 $12,800 - $13,200

U.S. GAAP net income $140 - $180 $830 - $910

U.S. GAAP net income margin 4.8% 6.7%

Adjusted EBITDA $555 - $605 $2,360 - $2,480

Adjusted EBITDA margin 17.6% 18.6%

U.S. GAAP diluted net income per share $0.65 - $0.85 $3.85 - $4.25

Adjusted net income per share $1.30 - $1.50 $5.70 - $6.10

Cash flow from operations $1,315 - $1,515

Free cash flow $650 - $850

U.S. GAAP effective tax rate ~18.5% ~18.5%

Adjusted effective tax rate ~18.5% ~18.5%

Conference Call and Webcast

The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.330.6710 (U.S.) or +1.213.279.1505 (international) or through a webcast at ir.aptiv.com. The conference ID number is 6661715. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company’s website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information

This press release contains information about Aptiv’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are non-GAAP financial measures. Adjusted Revenue Growth represents the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Adjusted EBITDA represents net income (loss) before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of net sales. Adjusted Operating Income represents net income (loss) 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), goodwill and other asset impairments, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of net sales.

Adjusted Net Income represents net income (loss) attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period.

Free cash flow represents cash provided by (used in) operating activities less capital expenditures.

Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes.

Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Aptiv

Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future across multiple end markets. Visit aptiv.com.

Forward-Looking Statements

This press release, as well as other statements made by Aptiv PLC (the “Company”), 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. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements 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. 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. The Company 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.

# # #

APTIV PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended March 31,

2026 2025

(in millions, except per share amounts)

Net sales $ 5,086 $ 4,825

Operating expenses:

Cost of sales 4,166 3,905

Selling, general and administrative 427 384

Amortization 53 51

Restructuring 62 37

Total operating expenses 4,708 4,377

Operating income 378 448

Interest expense (89) (93)

Other expense, net (4) —

Income before income taxes and equity loss 285 355

Income tax expense (81) (356)

Income (loss) before equity loss 204 (1)

Equity loss, net of tax (13) (10)

Net income (loss) 191 (11)

Net income attributable to noncontrolling interest 3 1

Net loss attributable to redeemable noncontrolling interest (1) (1)

Net income (loss) attributable to Aptiv $ 189 $ (11)

Diluted net income (loss) per share:

Diluted net income (loss) per share attributable to Aptiv $ 0.88 $ (0.05)

Weighted average number of diluted shares outstanding 213.80 230.16

APTIV PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,

2026 December 31, 2025

(Unaudited)

(in millions)

ASSETS

Current assets:

Cash and cash equivalents $ 3,173 $ 1,851

Restricted cash 4 3

Accounts receivable, net 3,798 3,477

Inventories 2,746 2,561

Other current assets 999 853

Total current assets 10,720 8,745

Long-term assets:

Property, net 3,685 3,774

Operating lease right-of-use assets 504 501

Investments in affiliates 1,418 1,431

Intangible assets, net 1,940 2,004

Goodwill 4,548 4,596

Other long-term assets 2,388 2,362

Total long-term assets 14,483 14,668

Total assets $ 25,203 $ 23,413

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY

Current liabilities:

Short-term debt $ 102 $ 81

Accounts payable 3,204 3,157

Accrued liabilities 1,763 1,799

Total current liabilities 5,069 5,037

Long-term liabilities:

Long-term debt 9,248 7,470

Pension benefit obligations 416 430

Long-term operating lease liabilities 394 401

Other long-term liabilities 554 576

Total long-term liabilities 10,612 8,877

Total liabilities 15,681 13,914

Commitments and contingencies

Redeemable noncontrolling interest 99 102

Total Aptiv shareholders’ equity 9,233 9,207

Noncontrolling interest 190 190

Total shareholders’ equity 9,423 9,397

Total liabilities, redeemable noncontrolling interest and shareholders’ equity $ 25,203 $ 23,413

APTIV PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended March 31,

2026 2025

(in millions)

Cash flows from operating activities:

Net income (loss) $ 191 $ (11)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Depreciation and amortization 250 242

Restructuring expense, net of cash paid 4 (18)

Deferred income taxes (28) 336

Loss from equity method investments, net of dividends received 13 10

Loss on extinguishment of debt 5 3

Other, net 45 45

Changes in operating assets and liabilities:

Accounts receivable, net (321) (288)

Inventories (185) (109)

Accounts payable 133 104

Other, net (241) (36)

Pension contributions (9) (5)

Net cash (used in) provided by operating activities (143) 273

Cash flows from investing activities:

Capital expenditures (219) (197)

Proceeds from sale of property — 1

Cost of technology investments — (12)

Settlement of derivatives (2) 5

Net cash used in investing activities (221) (203)

Cash flows from financing activities:

Increase (decrease) in other short and long-term debt, net 499 (529)

Repayment of senior notes (270) —

Proceeds from issuance of senior and junior notes, net of issuance costs 1,577 —

Fees related to modification of debt agreements — (5)

Dividend payments of consolidated affiliates to minority shareholders (4) —

Repurchase of ordinary shares (76) —

Taxes withheld and paid on employees’ restricted share awards (34) (19)

Net cash provided by (used in) financing activities 1,692 (553)

Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash (5) 10

Increase (decrease) in cash, cash equivalents and restricted cash 1,323 (473)

Cash, cash equivalents and restricted cash at beginning of the period 1,854 1,574

Cash, cash equivalents and restricted cash at end of the period $ 3,177 $ 1,101

APTIV PLC

FOOTNOTES

(Unaudited)

1. Segment Summary

Three Months Ended March 31,

2026 2025 %

(in millions)

Net Sales

Electrical Distribution Systems $ 2,212 $ 2,024 9%

Engineered Components 1,657 1,581 5%

Intelligent Systems 1,433 1,424 1%

Eliminations and Other (a) (216) (204)

Net Sales $ 5,086 $ 4,825

Adjusted EBITDA

Electrical Distribution Systems $ 203 $ 200 2%

Engineered Components 354 352 1%

Intelligent Systems 195 206 (5)%

Adjusted EBITDA $ 752 $ 758

(a)

Eliminations and Other includes the elimination of inter-segment transactions.

2. Weighted Average Number of Diluted Shares Outstanding

The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income (loss) per share attributable to Aptiv for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

2026 2025

(in millions, except per share amounts)

Weighted average ordinary shares outstanding, basic 212.91 230.16

Dilutive shares related to RSUs 0.89 —

Weighted average ordinary shares outstanding, including dilutive shares 213.80 230.16

Net income (loss) per share attributable to Aptiv:

Basic $ 0.89 $ (0.05)

Diluted $ 0.88 $ (0.05)

APTIV PLC

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted EBITDA,” “Adjusted Operating Income,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Free Cash Flow.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Three Months Ended March 31, 2026

Reported net sales % change 5 %

Less: foreign currency exchange and commodities 4 %

Adjusted revenue growth 1 %

Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income (loss) before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies. EBITDA margin represents EBITDA as a percentage of net sales, and Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales.

Consolidated Adjusted EBITDA

Three Months Ended March 31,

2026 2025

(in millions)

$ Margin $ Margin

Net income (loss) attributable to Aptiv $ 189 3.7% $ (11) (0.2)%

Interest expense

89 93

Income tax expense 81 356

Net income attributable to noncontrolling interest 3 1

Net loss attributable to redeemable noncontrolling interest (1) (1)

Depreciation and amortization (a) 250 242

EBITDA $ 611 12.0% $ 680 14.1%

Other expense, net 4 —

Equity loss, net of tax 13 10

Restructuring

62 37

Separation costs 57 19

Other acquisition and portfolio project costs

7 7

Compensation expense related to acquisitions 2 5

Net gain on lease terminations (4) —

Adjusted EBITDA $ 752 14.8% $ 758 15.7%

(a)

Includes asset impairments.

Segment Adjusted EBITDA

(in millions)

Three Months Ended March 31, 2026 Electrical Distribution Systems Engineered Components Intelligent Systems Total

Operating income $ 41 $ 234 $ 103 $ 378

Restructuring 46 4 12 62

Separation costs 57 — — 57

Other acquisition and portfolio project costs 1 3 3 7

Compensation expense related to acquisitions — — 2 2

Net gain on lease terminations (4) — — (4)

Depreciation and amortization (a) 62 113 75 250

Adjusted EBITDA $ 203 $ 354 $ 195 $ 752

Three Months Ended March 31, 2025 Electrical Distribution Systems Engineered Components Intelligent Systems Total

Operating income $ 106 $ 223 $ 119 $ 448

Restructuring 16 15 6 37

Separation costs 19 — — 19

Other acquisition and portfolio project costs 2 2 3 7

Compensation expense related to acquisitions — — 5 5

Depreciation and amortization (a) 57 112 73 242

Adjusted EBITDA $ 200 $ 352 $ 206 $ 758

(a)

Includes asset impairments.

Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income (loss) before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales.

Consolidated Adjusted Operating Income

Three Months Ended March 31,

2026 2025

($ in millions)

$ Margin $ Margin

Net income (loss) attributable to Aptiv $ 189 3.7 % $ (11) (0.2) %

Interest expense 89 93

Other expense, net 4 —

Income tax expense 81 356

Equity loss, net of tax 13 10

Net income attributable to noncontrolling interest 3 1

Net loss attributable to redeemable noncontrolling interest (1) (1)

Operating income $ 378 7.4 % $ 448 9.3 %

Amortization 53 51

Restructuring 62 37

Separation costs 57 19

Other acquisition and portfolio project costs 7 7

Asset impairments 7 5

Compensation expense related to acquisitions 2 5

Net gain on lease terminations (4) —

Adjusted operating income $ 562 11.0 % $ 572 11.9 %

Segment Adjusted Operating Income

(in millions)

Three Months Ended March 31, 2026 Electrical Distribution Systems Engineered Components Intelligent Systems Total

Operating income $ 41 $ 234 $ 103 $ 378

Amortization 1 30 22 53

Restructuring 46 4 12 62

Separation costs 57 — — 57

Other acquisition and portfolio project costs 1 3 3 7

Asset impairments 7 — — 7

Compensation expense related to acquisitions — — 2 2

Net gain on lease terminations (4) — — (4)

Adjusted operating income $ 149 $ 271 $ 142 $ 562

Three Months Ended March 31, 2025 Electrical Distribution Systems Engineered Components Intelligent Systems Total

Operating income $ 106 $ 223 $ 119 $ 448

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

Adjusted operating income $ 143 $ 274 $ 155 $ 572

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net (loss) income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding, for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Three Months Ended March 31,

2026 2025

(in millions, except per share amounts)

Net income (loss) attributable to Aptiv $ 189 $ (11)

Adjusting items:

Amortization 53 51

Restructuring

62 37

Separation costs 57 19

Other acquisition and portfolio project costs

7 7

Asset impairments 7 5

Compensation expense related to acquisitions 2 5

Net gain on lease terminations (4) —

Loss on extinguishment of debt 5 3

Loss on change in fair value of publicly traded equity securities — 2

Pension curtailment loss 4 —

Interest expense on Versigent debt 2 —

Tax impact of intercompany transfers of intellectual property and other related transactions (a) — 294

Tax impact of Separation-related transactions 15 —

Tax impact of adjusting items (b) (34) (22)

Adjusted net income attributable to Aptiv $ 365 $ 390

Weighted average number of diluted shares outstanding 213.80 230.16

Diluted net income (loss) per share attributable to Aptiv $ 0.88 $ (0.05)

Adjusted net income per share $ 1.71 $ 1.69

(a)

As a result of the Pillar Two OECD Administrative Guidance released in the first quarter of 2025, 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.

(b) Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.

Free Cash Flow: Free Cash Flow is presented as a supplemental measure of the Company’s liquidity, which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Free Cash Flow is defined as cash provided by (used in) operating activities less capital expenditures. Not all companies use identical calculations of Free Cash Flow, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Free Cash Flow does not reflect cash used to service debt, pay dividends or repurchase shares, and therefore, does not necessarily reflect funds available for investment or other discretionary uses.

Three Months Ended March 31,

2026 2025

(in millions)

Net cash (used in) provided by operating activities $ (143) $ 273

Capital expenditures (219) (197)

Free cash flow $ (362) $ 76

Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company’s financial guidance to the most comparable forward-looking GAAP measure for the second quarter and full year 2026 is as follows. This reflects New Aptiv without the EDS business, which will be treated as a discontinued operation for reporting purposes beginning April 1, 2026.

New Aptiv New Aptiv (Pro Forma)

Estimated Q2 Estimated Full Year

2026 (a) 2026 (a)

($ in millions)

Adjusted EBITDA $ Margin (b) $ Margin (b)

Net income attributable to Aptiv $ 160 4.8 % $ 870 6.7 %

Interest expense 60 270

Income tax expense 40 210

Net loss attributable to noncontrolling interest (c) — (5)

Depreciation and amortization 190 785

EBITDA $ 450 13.6 % $ 2,130 16.4 %

Other income, net (10) (45)

Equity loss, net of tax 15 55

Restructuring 35 115

Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business 90 165

Adjusted EBITDA $ 580 17.6 % $ 2,420 18.6 %

(a)

Prepared at the estimated mid-point of the Company’s financial guidance range.

(b) Represents net income attributable to Aptiv, EBITDA and Adjusted EBITDA as a percentage of estimated net sales.

(c)

Includes portion attributable to redeemable noncontrolling interest.

New Aptiv New Aptiv (Pro Forma)

Estimated Q2 Estimated Full Year

2026 (a) 2026 (a)

Adjusted Net Income Per Share ($ and shares in millions, except per share amounts)

Net income attributable to Aptiv $ 160 $ 870

Adjusting items:

Amortization 50 210

Restructuring 35 115

Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business 90 165

Tax impact of adjusting items (30) (90)

Adjusted net income attributable to Aptiv $ 305 $ 1,270

Weighted average number of diluted shares outstanding 215.00 215.00

Diluted net income per share attributable to Aptiv $ 0.75 $ 4.05

Adjusted net income per share $ 1.40 $ 5.90

(a)

Prepared at the estimated mid-point of the Company’s financial guidance range.

New Aptiv (Pro Forma)

Estimated Full Year

2026 (a)

Free Cash Flow (in millions)

Net cash provided by operating activities $ 1,415

Capital expenditures (665)

Free cash flow $ 750

(a)

Prepared at the estimated mid-point of the Company’s financial guidance range.

Investor Contact:

Betsy Frank

+1.929.240.1777

betsy.frank@aptiv.com

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