Aptiv PLC
For the period ended Apr 29, 2026. Filed Mar 16, 2026.
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Apr 29, 2026 · Filed Mar 16, 2026
Contents
APPENDIX A
ADJUSTED NET INCOME AND ADJUSTED NET INCOME PER SHARE
| Year Ended December 31, | |||
|---|---|---|---|
| (in millions, except per share amounts) | 2025 | 2024 | 2023 |
| Net income attributable to ordinary shareholders | $165 | $1,787 | $2,909 |
| Mandatory convertible preferred share dividends (a) | — | — | 29 |
| Net income attributable to Aptiv | 165 | 1,787 | 2,938 |
| Adjusting items: | |||
| Amortization | 208 | 211 | 233 |
| Restructuring | 185 | 193 | 211 |
| Separation Costs | 178 | — | — |
| Other acquisition and portfolio project costs | 30 | 80 | 80 |
| Asset impairments | 16 | 22 | 18 |
| Goodwill impairment | 648 | — | — |
| Compensation expense related to acquisitions | 17 | 18 | 26 |
| Gain on asset sale | (5) | — | — |
| Costs associated with acquisitions and other transactions | — | — | 4 |
| Loss on extinguishment of debt | 2 | 15 | 1 |
| Impairment of equity investments without readily determinable fair value | — | — | 18 |
| (Gain) loss on change in fair value of publicly traded equity securities | (2) | 3 | 6 |
| Net gain on equity method transactions | (46) | (605) | — |
| Tax impact of intercompany transfers of intellectual property and other related transactions (b) | 294 | — | (2,082) |
| Tax impact of adjusting items (c) | 36 | (117) | (77) |
| Adjusted net income attributable to Aptiv | $1,726 | $1,607 | $1,376 |
| Adjusted weighted average number of diluted shares outstanding (a) | 220.75 | 256.66 | 282.88 |
| Diluted net income per share attributable to ordinary shareholders | $0.75 | $6.96 | $10.39 |
| Adjusted net income per share | $7.82 | $6.26 | $4.86 |
(a)
On June 15, 2023, each outstanding share of the Company’s 5.50% Mandatory Convertible Preferred Shares (the “MCPS”) converted into 1.0754 ordinary shares of the Company. For purposes of calculating Adjusted Net Income Per Share, the Company has excluded the impact of the MCPS dividends for the year ended December 31, 2023 and assumed the “if converted” method of share dilution as the assumed conversion of the MCPS into ordinary shares on a weighted average basis was more dilutive to net income per share than the impact of the MCPS dividends (method already applied for U.S. GAAP purposes of calculating the weighted average number of diluted shares outstanding).
(b)
In response to the OECD’s Pillar Two Directive, the Company initiated changes to its corporate entity structure, including intercompany transfers of certain intellectual property to one of its subsidiaries in Switzerland during the second half of 2023. Furthermore, during the third quarter, the Company’s Swiss subsidiary was granted a ten-year tax incentive, beginning in 2024. The measurement of certain deferred tax assets and associated income tax benefits resulting from these transactions was impacted by tax legislation in Switzerland enacted in the fourth quarter of 2023, which increased the statutory income tax rate, resulting in additional deferred tax benefit impacts, net of valuation allowances. These adjustments represent the total income tax benefits recorded as a result of these transactions during the year ended December 31, 2023. 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 $294 million to reduce the related deferred tax asset during the year ended December 31, 2025.
(c)
Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.
APPENDIX AA-2
ADJUSTED OPERATING INCOME
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| ($ in millions) | $ | Margin | $ | Margin | $ | Margin |
| Net income attributable to ordinary shareholders | $165 | 0.8% | $1,787 | 9.1% | $2,909 | 14.5% |
| Mandatory convertible preferred share dividends | — | — | 29 | |||
| Net income attributable to Aptiv | 165 | 0.8% | 1,787 | 9.1% | 2,938 | 14.7% |
| Interest expense | 361 | 337 | 285 | |||
| Other income, net | (50) | (41) | (63) | |||
| Net gain on equity method transactions | (46) | (605) | — | |||
| Income tax expense (benefit) | 700 | 223 | (1,928) | |||
| Equity loss, net of tax | 38 | 118 | 299 | |||
| Net income attributable to noncontrolling interest | 19 | 24 | 28 | |||
| Net loss attributable to redeemable noncontrolling interest | (3) | (1) | — | |||
| Operating income | 1,184 | 5.8% | 1,842 | 9.3% | 1,559 | 7.8% |
| Amortization | 208 | 211 | 233 | |||
| Restructuring | 185 | 193 | 211 | |||
| Separation costs | 178 | — | — | |||
| Other acquisition and portfolio project costs | 30 | 80 | 80 | |||
| Asset impairments | 16 | 22 | 18 | |||
| Goodwill impairment | 648 | — | — | |||
| Compensation expense related to acquisitions | 17 | 18 | 26 | |||
| Gain on asset sale | (5) | — | — | |||
| Adjusted operating income | $2,461 | 12.1% | $2,366 | 12.0% | $2,127 | 10.6% |
APTIV PLC 5725 INNOVATION DRIVE TROY, MI 48098 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until April 26, 2026 at 9:00 p.m. Eastern Time. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until April 26, 2026 at 9:00 p.m. Eastern Time. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V84220-P44851 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY APTIV PLC The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain 1a. Kevin P. Clark 1b. Håkan Agnevall 1c. Nancy E. Cooper 1d. Joseph L. Hooley 1e. Vasumati P. Jakkal 1f. Merit E. Janow 1g. Sean O. Mahoney 1h. Paul M. Meister 1i. Robert K. Ortberg 1j. Colin J. Parris 1k. Ana G. Pinczuk The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Proposal to re-appoint auditors, ratify independent public accounting firm and authorize the directors to determine the fees paid to the auditors. 3.Say-on-Pay – To approve, by advisory vote, executive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Materials are available at www.proxyvote.com. APTIV PLC Annual Meeting of Shareholders April 29, 2026 9:00 AM Local Time This Proxy is Solicited by the Board of Directors Katherine H. Ramundo, with the power of substitution, is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Aptiv PLC to be held on April 29, 2026 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees, and FOR Proposals 2 and 3. (Items to be voted appear on reverse side.) Continued and to be signed on reverse side
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