Aptiv (NYSE: APTV) grows Q2 profit, redeems $1,847M of debt
Rhea-AI Filing Summary
Aptiv PLC reported stronger profitability for the quarter and six months ended June 30, 2026, its first period as “New Aptiv” following the spin-off of its Electrical Distribution Systems segment. Second-quarter U.S. GAAP net sales were $3,274 million, up 2%, with net income from continuing operations of $298 million and earnings of $1.40 per diluted share. Adjusted EBITDA was $613 million with a margin of 18.7%, and adjusted net income per share rose to $1.63.
Year-to-date, net sales reached $6,306 million, also up 2%, while net income from continuing operations increased to $427 million from $125 million, with margin improving to 6.8%. However, free cash flow weakened: the company generated $12 million in Q2 and reported $(196) million year-to-date, compared with $219 million and $264 million, respectively, in the prior-year periods. Aptiv completed the EDS spin-off into Versigent PLC, received an approximately $1.9 billion dividend and redeemed $1,847 million of senior notes, while repurchasing 4.1 million shares for $250 million in Q2. Guidance for 2026 envisions net sales of $12.6–$12.8 billion, adjusted EBITDA of $2.31–$2.37 billion and adjusted EPS of $5.60–$5.80, with free cash flow of $625–$725 million.
Positive
- Year-to-date net income from continuing operations rose to $427 million (margin 6.8%) from $125 million (2.0%) a year earlier, indicating much stronger profitability.
- Aptiv redeemed $1,847 million of senior notes in April 2026 using a $1.9 billion spin-off dividend from Versigent, significantly reducing long-term debt.
Negative
- Year-to-date free cash flow swung to a $(196) million outflow from $264 million generated in the prior-year period, as operating cash from continuing operations dropped to $82 million from $531 million.
Filing Explained
Aptiv’s completed EDS separation and debt redemption left cash and long-term debt lower at June 30, 2026 than at year-end.
Following the completed EDS separation and April debt redemption, Aptiv reported lower cash and debt at
The balance sheet shows cash and long-term debt lower at
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Net Sales: $3,274 million
Q2 2026 Net Income from Continuing Operations: $298 million
Q2 2026 Adjusted EBITDA: $613 million
+5 more
8 metrics
Q2 2026 Net Sales
$3,274 million
U.S. GAAP revenue for the three months ended June 30, 2026, up 2% year-over-year
Q2 2026 Net Income from Continuing Operations
$298 million
Second-quarter 2026 income from continuing operations, up from $265 million in 2025
Q2 2026 Adjusted EBITDA
$613 million
Second-quarter 2026 adjusted EBITDA with an 18.7% margin, versus 17.1% a year earlier
YTD 2026 Free Cash Flow
$(196) million
Free cash flow for six months ended June 30, 2026, compared with $264 million generated in 2025
Debt Redeemed April 2026
$1,847 million
Aggregate principal amount of senior notes redeemed in April 2026
Spin-off Dividend from Versigent
$1.9 billion
Cash dividend received in connection with the EDS spin-off, used to redeem debt
YTD 2026 Share Repurchases
$325 million
Ordinary shares repurchased and retired year-to-date 2026; $1.8 billion remains authorized
2026 Adjusted EPS Guidance Midpoint
$5.70
New Aptiv pro forma full-year 2026 adjusted net income per share guidance midpoint
Key Terms
Adjusted EBITDA, Free cash flow, discontinued operations, Electrical Distribution Systems, +1 more
5 terms
Adjusted EBITDA financial
"The Company reported second quarter Adjusted EBITDA of $613 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"The Company reported negative Free Cash Flow of $196 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
discontinued operations financial
"EDS segment classified as discontinued operations for all periods presented"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Electrical Distribution Systems financial
"spin-off of the Company’s former Electrical Distribution Systems segment"
Pillar Two OECD Administrative Guidance regulatory
"impacted by the Pillar Two OECD Administrative Guidance issued in the first quarter of 2025"
Earnings Snapshot
Q2 2026 net sales: $3,274 million · Guidance included
Quarter and six months ended June 30, 2026
Q2 2026 net sales
$3,274 million
up 2% from $3,199 million in Q2 2025
Q2 2026 GAAP net income from continuing operations
$298 million
up from $265 million in Q2 2025
Q2 2026 Adjusted EBITDA margin
18.7%
up from 17.1% in Q2 2025
YTD 2026 GAAP net income from continuing operations
$427 million
up from $125 million in the prior-year period
YTD 2026 Free cash flow
$(196) million
down from $264 million generated in the prior-year period
Guidance
For Q3 2026, Aptiv expects net sales of $3,120–$3,220 million, GAAP net income from continuing operations of $180–$200 million, adjusted EBITDA of $545–$575 million, and adjusted EPS of $1.25–$1.35. Full-year 2026 guidance calls for net sales of $12,600–$12,800 million, GAAP net income from continuing operations of $860–$900 million, adjusted EBITDA of $2,310–$2,370 million, adjusted EPS of $5.60–$5.80, cash flow from continuing operations of $1,270–$1,370 million, free cash flow of $625–$725 million, and GAAP and adjusted effective tax rates of approximately 18%.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Aptiv (APTV) perform financially in Q2 2026?
Aptiv reported Q2 2026 net sales of $3,274 million, up 2%, with net income from continuing operations of $298 million. Diluted EPS from continuing operations was $1.40, and adjusted net income per share increased to $1.63, supported by adjusted EBITDA of $613 million.
What were Aptiv (APTV)'s year-to-date 2026 results?
For the six months ended June 30, 2026, Aptiv posted net sales of $6,306 million, up 2%. Net income from continuing operations was $427 million versus $125 million a year earlier, with diluted EPS from continuing operations of $2.01 and adjusted EPS of $2.56.
What guidance did Aptiv (APTV) provide for Q3 and full-year 2026?
For Q3 2026, Aptiv projects net sales of $3,120–$3,220 million and adjusted EPS of $1.25–$1.35. For full-year 2026, it guides to $12,600–$12,800 million in net sales, adjusted EBITDA of $2,310–$2,370 million, adjusted EPS of $5.60–$5.80, and free cash flow of $625–$725 million.
How did the EDS spin-off affect Aptiv (APTV)?
Aptiv completed the spin-off of its Electrical Distribution Systems segment into Versigent PLC on April 1, 2026, reclassifying EDS results as discontinued operations. Aptiv received an approximately $1.9 billion cash dividend from Versigent and used it to opportunistically redeem $1,847 million of senior notes.
What capital allocation actions has Aptiv (APTV) taken in 2026?
In 2026 Aptiv redeemed $1,847 million of senior notes and repurchased and retired 4.1 million shares for $250 million in Q2, bringing year-to-date repurchases to $325 million. As of June 30, 2026, $1.8 billion remained available under its share repurchase authorization.
How are Aptiv (APTV)'s cash flows and free cash flow trending in 2026?
Q2 2026 net cash from operating activities from continuing operations was $137 million, down from $326 million, with free cash flow of $12 million versus $219 million. Year-to-date, operating cash from continuing operations was $82 million and free cash flow $(196) million, compared with $531 million and $264 million previously.
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):
________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
+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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Junior Subordinated Notes due 2054 | ||||||||||||||
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. ☐
2
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) | ||||
3
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 | ||||||||||||||
4
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) | ||||
5
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.
2
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.
3
| (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
4
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.
# # #
5
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 | |||||||||||||||||||
6
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 | |||||||
7
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 | |||||||
8
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 | |||||||||||||||
9
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 | % | |||
10
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. | ||||
11
| 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. | ||||
12
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 | % | |||||||||||||||||||||||||||||||
13
| 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 | |||||||||||
14
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. | ||||
15
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 | |||||||||||||||
16
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. | ||||
17
| 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. | ||||
| (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. | ||||
Investor Contact:
Betsy Frank
+1.929.240.1777
betsy.frank@aptiv.com
18