Form 8-K

8-K — Aptiv PLC

Accession: 0001521332-26-000057

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001521332

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Documents

8-K — aptv-20260804.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (aptvq22026ex991.htm)

GRAPHIC (aptivlogoa15.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aptv-20260804.htm · Sequence: 1

aptv-20260804

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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):

August 4, 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 August 4, 2026, Aptiv PLC (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1

Press Release Dated August 4, 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: August 4, 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 August 4, 2026

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: aptvq22026ex991.htm · Sequence: 2

Document

Exhibit 99.1

Aptiv Reports Second Quarter 2026 Financial Results

Strong Operating Performance and Significant Progress Diversifying Towards Non-Auto Markets

SCHAFFHAUSEN - Aptiv PLC (NYSE: APTV), a global industrial technology company, today reported financial results for the second quarter of 2026.

Second Quarter Financial Highlights Include:

•U.S. GAAP revenue of $3.3 billion, an increase of 2%

◦Adjusted revenue growth of 2%

•U.S. GAAP net income from continuing operations of $298 million

•Adjusted EBITDA of $613 million

•U.S. GAAP diluted earnings per share from continuing operations of $1.40

◦Adjusted net income per share of $1.63

•Completed the spin-off of Electrical Distribution Systems segment

◦Electrical Distribution Systems segment classified as discontinued operations for all periods presented

◦Received cash dividend of $1.9 billion in connection with the spin-off

Year-to-Date Financial Highlights Include:

•U.S. GAAP revenue of $6.3 billion, an increase of 2%

◦Adjusted revenue growth of 1%

•U.S. GAAP net income from continuing operations of $427 million

•Adjusted EBITDA of $1,106 million

•U.S. GAAP diluted earnings per share from continuing operations of $2.01

◦Adjusted net income per share of $2.56

"We delivered solid results in the second quarter, our first as New Aptiv, with a reacceleration in revenue growth and margin expansion year-over-year,” said Kevin Clark, chair and chief executive officer. “In addition, we continued to demonstrate progress on many of our strategic initiatives, including double digit revenue growth in Non-Automotive revenues, advancing our presence in the Robotics market from partnerships to commercial stage, and securing a major Drone market commercial win in early July. While the macroeconomic landscape for Automotive remains dynamic and customer mix has presented as an incremental headwind, we remain committed to delivering continued revenue growth and strong operating performance this year. Moreover, our strong belief in the long-term value of our business and opportunity for growth across markets has reinforced our commitment in

returning capital to shareholders, with half of our expected cash flow for the year already having been allocated towards share repurchases, a level we see continuing for the next few years."

Second Quarter 2026 Results

For the three months ended June 30, 2026, the Company reported U.S. GAAP revenue of $3.3 billion, an increase of 2% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 2% in the second quarter. This reflects growth of 10% in North America, 6% in Asia Pacific, which includes growth of 5% in China, partially offset by declines of 8% in EMEA and 4% in South America, our smallest region.

The Company reported second quarter 2026 U.S. GAAP net income from continuing operations of $298 million, net income margin from continuing operations of 9.1% and earnings from continuing operations of $1.40 per diluted share, compared to U.S. GAAP net income from continuing operations of $265 million, net income margin from continuing operations of 8.3% and earnings from continuing operations of $1.21 per diluted share in the prior year period. Second quarter Adjusted Net Income totaled $345 million, or earnings of $1.63 per diluted share, compared to $285 million, or $1.31 per diluted share, in the prior year period.

The Company reported second quarter Adjusted EBITDA of $613 million, compared to $547 million in the prior year period. Adjusted EBITDA margin was 18.7%, compared to 17.1% in the prior year period, primarily reflecting increased volumes and favorable impacts of foreign currency exchange, partially offset by increased commodity costs.

The Company reported second quarter Adjusted Operating Income of $473 million, compared to $410 million in the prior year period. Adjusted Operating Income margin was 14.4%, compared to 12.8% in the prior year period.

Depreciation and amortization expense totaled $195 million, compared to $190 million in the prior year period. Interest expense for the second quarter totaled $62 million, compared to $92 million in the prior year period.

Tax expense in the second quarter of 2026 was $52 million, compared to $16 million in the prior year period.

Net cash flow provided by operating activities from continuing operations totaled $137 million in the second quarter, compared to $326 million in the prior year period. The Company generated Free Cash Flow of $12 million in the second quarter, compared to $219 million generated in the prior year period.

Year-to-Date 2026 Results

For the six months ended June 30, 2026, the Company reported U.S. GAAP revenue of $6.3 billion, an increase of 2% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 1% during the period. This reflects growth of 9% in North America and 1% in Asia Pacific, which includes a decline of 4% in China, partially offset by declines of 7% in EMEA and 3% in South America, our smallest region.

The Company reported 2026 year-to-date U.S. GAAP net income from continuing operations of $427 million, net income margin from continuing operation of 6.8% and earnings from continuing operations of $2.01 per diluted share, compared to U.S. GAAP net income from continuing operations of $125 million, net income margin from continuing operation of 2.0% and earnings from continuing operations of $0.55 per diluted share in the prior year period. Year-to-date Adjusted Net Income totaled $545 million, or earnings of $2.56 per diluted share, compared to $517 million, or $2.30 per diluted share, in the prior year period.

For the 2026 year-to-date period, The Company reported Adjusted EBITDA of $1,106 million, compared to $1,059 million in the prior year period. Adjusted EBITDA margin was 17.5%, compared to 17.1% in the prior year period, primarily reflecting increased volumes and favorable impacts of foreign currency exchange, partially offset by increased commodity costs.

The Company reported Adjusted Operating Income of $829 million for the year-to-date 2026 period, compared to $789 million in the prior year period. Adjusted Operating Income margin was 13.1%, compared to 12.8% in the prior year period.

Depreciation and amortization expense totaled $384 million, compared to $379 million in the prior year period. Interest expense for the year-to-date period totaled $146 million, compared to $185 million in the prior year period.

Tax expense in the six months ended June 30, 2026 was $94 million. Tax expense in the six months ended June 30, 2025 was $342 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 provided by operating activities from continuing operations totaled $82 million in the six months ended June 30, 2026, compared to $531 million in the prior year period. The Company reported negative Free Cash Flow of $196 million in the six months ended June 30, 2026, compared to $264 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

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 4.1 million shares for $250 million in the second quarter of 2026, bringing the year-to-date total to $325 million. As of June 30, 2026, $1.8 billion remained available for future share repurchases under the Company’s existing authorization.

EDS Spin-Off

As previously disclosed, the spin-off of the Company’s former Electrical Distribution Systems segment into a new independent publicly traded company, Versigent PLC, was completed on April 1, 2026. The results of the Electrical Distribution Systems business through April 1, 2026 are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. In connection with the spin-off, Aptiv received a dividend of approximately $1.9 billion from Versigent, which the Company used to opportunistically redeem outstanding debt prior to maturity.

Q3 and Full Year 2026 Outlook

The Company’s third quarter and full year 2026 financial guidance is as follows. This reflects Aptiv without the EDS business, which is presented as discontinued operations.

(in millions, except per share amounts) Q3 2026 New Aptiv (Pro Forma)

Full Year 2026

Net sales $3,120 - $3,220 $12,600 - $12,800

U.S. GAAP net income from continuing operations $180 - $200 $860 - $900

U.S. GAAP net income from continuing operations margin 6.0% 6.9%

Adjusted EBITDA $545 - $575 $2,310 - $2,370

Adjusted EBITDA margin 17.7% 18.4%

U.S. GAAP diluted net income per share from continuing operations $0.86 - $0.96 $4.06 - $4.26

Adjusted net income per share $1.25 - $1.35 $5.60 - $5.80

Cash flow from continuing operations $1,270 - $1,370

Free cash flow $625 - $725

U.S. GAAP effective tax rate ~18%

Adjusted effective tax rate ~18%

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 8103952. 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, income (loss) from discontinued operations, 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, income (loss) from discontinued operations, amortization, restructuring, separation costs related to the 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 income (loss) from discontinued operations, 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 from continuing operations 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 leader delivering advanced solutions people trust when it matters most across automotive, commercial vehicle, aerospace and defense, telecom and datacom, and other diversified industrial end markets. Our differentiated portfolio enables devices and systems to sense, think, act, and continuously optimize performance. Building on decades of innovation, Aptiv brings global scale and a resilient, localized value chain to customers across the globe. Learn more at 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except per share amounts)

Net sales $ 3,274 $ 3,199 $ 6,306 $ 6,186

Operating expenses:

Cost of sales 2,499 2,468 4,861 4,784

Selling, general and administrative 332 327 660 636

Amortization 52 52 104 103

Restructuring 24 27 40 49

Total operating expenses 2,907 2,874 5,665 5,572

Operating income 367 325 641 614

Interest expense (62) (92) (146) (185)

Other income, net 58 15 55 19

Net gain on equity method transactions 3 46 3 46

Income from continuing operations before income taxes and equity loss 366 294 553 494

Income tax expense (52) (16) (94) (342)

Income from continuing operations before equity loss 314 278 459 152

Equity loss, net of tax (17) (14) (34) (29)

Income from continuing operations 297 264 425 123

(Loss) income from discontinued operations, net of tax (50) 133 13 263

Net income 247 397 438 386

Net income attributable to noncontrolling interest — 5 3 6

Net loss attributable to redeemable noncontrolling interest (1) (1) (2) (2)

Net income attributable to Aptiv $ 248 $ 393 $ 437 $ 382

Amounts attributable to Aptiv:

Income from continuing operations $ 298 $ 265 $ 427 $ 125

(Loss) income from discontinued operations (50) 128 10 257

Net income $ 248 $ 393 $ 437 $ 382

Diluted net income (loss) per share:

Continuing operations $ 1.40 $ 1.21 $ 2.01 $ 0.55

Discontinued operations (0.23) 0.59 0.05 1.15

Diluted net income (loss) per share attributable to Aptiv $ 1.17 $ 1.80 $ 2.06 $ 1.70

Weighted average number of diluted shares outstanding 212.10 218.11 212.53 0.00

APTIV PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,

2026 December 31, 2025

(Unaudited)

(in millions)

ASSETS

Current assets:

Cash and cash equivalents $ 761 $ 1,575

Restricted cash 4 3

Accounts receivable, net 2,434 1,910

Inventories 2,038 1,789

Other current assets 766 627

Current assets of discontinued operations — 2,841

Total current assets 6,003 8,745

Long-term assets:

Property, net 2,756 2,872

Operating lease right-of-use assets 305 331

Investments in affiliates 1,255 1,288

Intangible assets, net 1,875 1,997

Goodwill 3,937 4,008

Other long-term assets 1,865 1,816

Long-term assets of discontinued operations — 2,356

Total long-term assets 11,993 14,668

Total assets $ 17,996 $ 23,413

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY

Current liabilities:

Short-term debt $ 23 $ 23

Accounts payable 1,910 1,623

Accrued liabilities 1,042 1,191

Current liabilities of discontinued operations — 2,200

Total current liabilities 2,975 5,037

Long-term liabilities:

Long-term debt 5,331 7,467

Pension benefit obligations 212 212

Long-term operating lease liabilities 241 270

Other long-term liabilities 484 479

Long-term liabilities of discontinued operations — 449

Total long-term liabilities 6,268 8,877

Total liabilities 9,243 13,914

Commitments and contingencies

Redeemable noncontrolling interest — 102

Total Aptiv shareholders’ equity 8,753 9,207

Noncontrolling interest — 190

Total shareholders’ equity 8,753 9,397

Total liabilities, redeemable noncontrolling interest and shareholders’ equity $ 17,996 $ 23,413

APTIV PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

2026 2025

(in millions)

Cash flows from operating activities:

Net income $ 438 $ 386

Income from discontinued operations, net of tax 13 263

Income from continuing operations 425 123

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

Depreciation and amortization 384 379

Restructuring expense, net of cash paid (14) (9)

Deferred income taxes (32) 309

Loss from equity method investments, net of dividends received 34 29

Loss on extinguishment of debt (39) 3

Net gain on equity method transactions (3) (46)

Other, net 65 74

Changes in operating assets and liabilities:

Accounts receivable, net (314) (204)

Inventories (230) (108)

Accounts payable 144 163

Other, net (331) (180)

Pension contributions (7) (2)

Net cash provided by operating activities from continuing operations 82 531

Net cash (used in) provided by operating activities from discontinued operations (133) 252

Net cash (used in) provided by operating activities (51) 783

Cash flows from investing activities:

Capital expenditures (278) (267)

Proceeds from sale of property 2 2

Proceeds from asset sale — 4

Proceeds from sale of technology investments — 1

Cost of technology investments — (42)

Proceeds from the sale of equity method investments — 164

Acquisition of redeemable noncontrolling interest (67) —

Settlement of derivatives (3) 5

Net cash used in investing activities from continuing operations (346) (133)

Net cash used in investing activities from discontinued operations (66) (79)

Net cash used in investing activities (412) (212)

Cash flows from financing activities:

Decrease in other short and long-term debt, net (5) (574)

Repayment of senior notes (2,054) —

Fees related to modification of debt agreements — (5)

Dividend received from spin-off of Versigent 1,920 —

Cash transferred to Versigent related to spin-off (282) —

Repurchase of ordinary shares (322) —

Taxes withheld and paid on employees’ restricted share awards (32) (17)

Net cash used in financing activities from continuing operations (775) (596)

Net cash provided by (used in) financing activities from discontinued operations 150 (136)

Net cash used in financing activities (625) (732)

Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash (1) 36

Decrease in cash, cash equivalents and restricted cash (1,089) (125)

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 $ 765 $ 1,449

Cash, cash equivalents and restricted cash of discontinued operations $ — $ 328

Cash, cash equivalents and restricted cash of continuing operations $ 765 $ 1,121

APTIV PLC

FOOTNOTES

(Unaudited)

1. Segment Summary

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 % 2026 2025 %

(in millions) (in millions)

Net Sales

Engineered Components $ 1,800 $ 1,718 5% $ 3,422 $ 3,298 4%

Intelligent Systems 1,501 1,507 —% 2,934 2,931 —%

Eliminations and Other (a) (27) (26) (50) (43)

Net Sales $ 3,274 $ 3,199 $ 6,306 $ 6,186

Adjusted EBITDA

Engineered Components $ 403 $ 343 17% $ 729 $ 670 9%

Intelligent Systems 210 204 3% 377 389 (3)%

Adjusted EBITDA $ 613 $ 547 $ 1,106 $ 1,059

(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 and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except per share amounts)

Weighted average ordinary shares outstanding, basic 211.56 217.73 211.84 223.91

Dilutive shares related to RSUs 0.54 0.38 0.69 0.41

Weighted average ordinary shares outstanding, including dilutive shares 212.10 218.11 212.53 224.32

Basic net income (loss) per share:

Continuing operations $ 1.41 $ 1.21 $ 2.02 $ 0.56

Discontinued operations (0.24) 0.59 0.04 1.15

Basic net income per share attributable to Aptiv $ 1.17 $ 1.80 $ 2.06 $ 1.71

Diluted net income (loss) per share:

Continuing operations $ 1.40 $ 1.21 $ 2.01 $ 0.55

Discontinued operations (0.23) 0.59 0.05 1.15

Diluted net income per share attributable to Aptiv $ 1.17 $ 1.80 $ 2.06 $ 1.70

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 June 30, 2026

Reported net sales % change 2 %

Less: foreign currency exchange and commodities — %

Adjusted revenue growth 2 %

Six Months Ended June 30, 2026

Reported net sales % change 2 %

Less: foreign currency exchange and commodities 1 %

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, income (loss) from discontinued operations, 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

$ Margin $ Margin $ Margin $ Margin

Net income attributable to Aptiv $ 248 7.6% $ 393 12.3% $ 437 6.9% $ 382 6.2%

(Loss) income from discontinued operations, net of tax (50) 128 10 257

Income from continuing operations $ 298 9.1% $ 265 8.3% $ 427 6.8% $ 125 2.0%

Interest expense

62 92 146 185

Income tax expense 52 16 94 342

Net loss attributable to redeemable noncontrolling interest (1) (1) (2) (2)

Depreciation and amortization (a) 195 190 384 379

EBITDA $ 606 18.5% $ 562 17.6% $ 1,049 16.6% $ 1,029 16.6%

Other income, net (58) (15) (55) (19)

Net gain on equity method transactions (3) (46) (3) (46)

Equity loss, net of tax 17 14 34 29

Restructuring

24 27 40 49

Separation costs 18 1 23 1

Other acquisition and portfolio project costs

8 5 15 12

Compensation expense related to acquisitions 1 4 3 9

Gain on asset sale — (5) — (5)

Adjusted EBITDA $ 613 18.7% $ 547 17.1% $ 1,106 17.5% $ 1,059 17.1%

(a)

Includes asset impairments.

Segment Adjusted EBITDA

(in millions)

Three Months Ended June 30, 2026 Engineered Components Intelligent Systems Total

Operating income $ 267 $ 100 $ 367

Restructuring 8 16 24

Separation costs 10 8 18

Other acquisition and portfolio project costs 3 5 8

Compensation expense related to acquisitions — 1 1

Depreciation and amortization (a) 115 80 195

Adjusted EBITDA $ 403 $ 210 $ 613

Three Months Ended June 30, 2025 Engineered Components Intelligent Systems Total

Operating income $ 209 $ 116 $ 325

Restructuring 17 10 27

Separation costs 1 — 1

Other acquisition and portfolio project costs 1 4 5

Compensation expense related to acquisitions — 4 4

Gain on business divestitures and other transactions — (5) (5)

Depreciation and amortization (a) 115 75 190

Adjusted EBITDA $ 343 $ 204 $ 547

Six Months Ended June 30, 2026 Engineered Components Intelligent Systems Total

Operating income $ 468 $ 173 $ 641

Restructuring 12 28 40

Separation costs 13 10 23

Other acquisition and portfolio project costs 7 8 15

Compensation expense related to acquisitions — 3 3

Depreciation and amortization (a) 229 155 384

Adjusted EBITDA $ 729 $ 377 $ 1,106

Six Months Ended June 30, 2025 Engineered Components Intelligent Systems Total

Operating income $ 403 $ 211 $ 614

Restructuring 33 16 49

Separation costs 1 — 1

Other acquisition and portfolio project costs 4 8 12

Compensation expense related to acquisitions — 9 9

Gain on business divestitures and other transactions

— (5) (5)

Depreciation and amortization (a) 229 150 379

Adjusted EBITDA $ 670 $ 389 $ 1,059

(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, income (loss) from discontinued operations, 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

($ in millions)

$ Margin $ Margin $ Margin $ Margin

Net income attributable to Aptiv $ 248 7.6 % $ 393 12.3 % $ 437 6.9 % $ 382 6.2 %

(Loss) income from discontinued operations, net of tax (50) 128 10 257

Income from continuing operations $ 298 9.1 % $ 265 8.3 % $ 427 6.8 % $ 125 2.0 %

Interest expense 62 92 146 185

Other income, net (58) (15) (55) (19)

Net gain on equity method transactions (3) (46) (3) (46)

Income tax expense 52 16 94 342

Equity loss, net of tax 17 14 34 29

Net loss attributable to redeemable noncontrolling interest (1) (1) (2) (2)

Operating income $ 367 11.2 % $ 325 10.2 % $ 641 10.2 % $ 614 9.9 %

Amortization 52 52 104 103

Restructuring 24 27 40 49

Separation costs 18 1 23 1

Other acquisition and portfolio project costs 8 5 15 12

Asset impairments 3 1 3 6

Compensation expense related to acquisitions 1 4 3 9

Gain on asset sale — (5) — (5)

Adjusted operating income $ 473 14.4 % $ 410 12.8 % $ 829 13.1 % $ 789 12.8 %

Segment Adjusted Operating Income

(in millions)

Three Months Ended June 30, 2026 Engineered Components Intelligent Systems Total

Operating income $ 267 $ 100 $ 367

Amortization 29 23 52

Restructuring 8 16 24

Separation costs 10 8 18

Other acquisition and portfolio project costs 3 5 8

Asset impairments — 3 3

Compensation expense related to acquisitions — 1 1

Adjusted operating income $ 317 $ 156 $ 473

Three Months Ended June 30, 2025 Engineered Components Intelligent Systems Total

Operating income $ 209 $ 116 $ 325

Amortization 30 22 52

Restructuring 17 10 27

Separation costs 1 — 1

Other acquisition and portfolio project costs 1 4 5

Asset impairments 1 — 1

Compensation expense related to acquisitions — 4 4

Gain on asset sale — (5) (5)

Adjusted operating income $ 259 $ 151 $ 410

Six Months Ended June 30, 2026 Engineered Components Intelligent Systems Total

Operating income $ 468 $ 173 $ 641

Amortization 59 45 104

Restructuring 12 28 40

Separation costs 13 10 23

Other acquisition and portfolio project costs 7 8 15

Asset impairments — 3 3

Compensation expense related to acquisitions — 3 3

Adjusted operating income $ 559 $ 270 $ 829

Six Months Ended June 30, 2025 Engineered Components Intelligent Systems Total

Operating income $ 403 $ 211 $ 614

Amortization 59 44 103

Restructuring 33 16 49

Separation costs 1 — 1

Other acquisition and portfolio project costs 4 8 12

Asset impairments 6 — 6

Compensation expense related to acquisitions — 9 9

Gain on asset sale — (5) (5)

Adjusted operating income $ 506 $ 283 $ 789

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 income (loss) from discontinued operations, 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except per share amounts)

Net income attributable to Aptiv $ 248 $ 393 $ 437 $ 382

(Loss) income from discontinued operations, net of tax (50) 128 10 257

Income from continuing operations $ 298 $ 265 $ 427 $ 125

Adjusting items:

Amortization 52 52 104 103

Restructuring

24 27 40 49

Separation costs 18 1 23 1

Other acquisition and portfolio project costs

8 5 15 12

Asset impairments 3 1 3 6

Compensation expense related to acquisitions 1 4 3 9

Gain on asset sale — (5) — (5)

(Gain) loss on extinguishment of debt (44) — (39) 3

Gain on change in fair value of publicly traded equity securities — (3) — (1)

Net gain on equity method transactions (3) (46) (3) (46)

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

Tax impact of adjusting items (b) (12) (16) (28) (33)

Adjusted net income attributable to Aptiv $ 345 $ 285 $ 545 $ 517

Weighted average number of diluted shares outstanding 212.10 218.11 212.53 224.32

Diluted net income per share attributable to Aptiv $ 1.40 $ 1.21 $ 2.01 $ 0.55

Adjusted net income per share $ 1.63 $ 1.31 $ 2.56 $ 2.30

(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 from continuing operations 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

Net cash provided by operating activities from continuing operations $ 137 $ 326 $ 82 $ 531

Capital expenditures (125) (107) (278) (267)

Free cash flow $ 12 $ 219 $ (196) $ 264

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 third quarter and full year 2026 is as follows. This reflects Aptiv without the EDS business, which is presented as discontinued operations.

New Aptiv (Pro Forma)

Estimated Q3 Estimated Full Year

2026 (a) 2026 (a)

($ in millions)

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

Net income from continuing operations attributable to Aptiv $ 190 6.0 % $ 880 6.9 %

Interest expense 60 245

Income tax expense 50 220

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

Depreciation and amortization 195 775

EBITDA $ 495 15.6 % $ 2,115 16.7 %

Other income, net (5) (60)

Net gain on equity method transactions — (5)

Equity loss, net of tax 20 70

Restructuring 30 95

Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business 20 70

Pro forma adjustment to continuing operations presentation (d) — 55

Adjusted EBITDA $ 560 17.7 % $ 2,340 18.4 %

(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.

(d) Adjustment to the Company’s presentation of U.S. GAAP continuing operations in historical periods to the New Aptiv Pro Forma basis, which represents the Company’s historical segment basis, with the Electrical Distribution Systems segment not included.

New Aptiv (Pro Forma)

Estimated Q3 Estimated Full Year

2026 (a) 2026 (a)

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

Net income from continuing operations attributable to Aptiv $ 190 $ 880

Adjusting items:

Amortization 50 210

Restructuring 30 95

Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business 20 70

Asset impairments — 5

Net gain on equity method transactions — (5)

Gain on extinguishment of debt — (45)

Tax impact of adjusting items (20) (60)

Pro forma adjustment to continuing operations presentation (b) — 55

Adjusted net income attributable to Aptiv $ 270 $ 1,205

Weighted average number of diluted shares outstanding 208.00 211.50

Diluted net income per share attributable to Aptiv $ 0.91 $ 4.16

Adjusted net income per share $ 1.30 $ 5.70

(a)

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

(b) Adjustment to the Company’s presentation of U.S. GAAP continuing operations in historical periods to the New Aptiv Pro Forma basis, which represents the Company’s historical segment basis, with the Electrical Distribution Systems segment not included.

New Aptiv (Pro Forma)

Estimated Full Year

2026 (a)

Free Cash Flow (in millions)

Net cash provided by operating activities from continuing operations $ 1,320

Capital expenditures (600)

Pro forma adjustment to continuing operations presentation (b) (45)

Free cash flow $ 675

(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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Aug. 04, 2026

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