Aptiv PLC

Previous wording

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the three months ended March 31, 2026. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in eight sections:

Current wording

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the three and six months ended June 30, 2026. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in eight sections:

Previous wording

Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future. We deliver flexible and scalable solutions that support our customers’ transition to an increasingly software-defined future. Our technologies reach from sensor to cloud, including the hardware and software necessary to support automotive and other industries on a global basis. Our Intelligent Systems segment (formerly known as Advanced Safety and User Experience segment) provides advanced software and services, intelligent sensors and high-performance compute platforms; our Engineered Components segment (formerly known as the Engineered Components Group segment) provides connection systems, high-performance interconnects, and cable management and protection solutions; and our Electrical Distribution Systems segment provides low voltage and high voltage power, signal and data distribution.

Current wording

Aptiv is a global industrial technology company delivering advanced solutions 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. Our Intelligent Systems segment (formerly known as Advanced Safety and User Experience segment) provides advanced software and services, intelligent sensors and high-performance compute platforms; and our Engineered Components segment (formerly known as the Engineered Components Group segment) provides connection systems, high-performance interconnects, and cable management and protection solutions. Our former Electrical Distribution Systems segment, which is presented as a discontinued operation for all periods presented as discussed below, provided low voltage and high voltage power, signal and data distribution.

Previous wording

We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive original equipment manufacturers (“OEMs”) in the world, as well as many of the leading aerospace and defense companies and global telecom operators.

Current wording

We are one of the largest vehicle technology suppliers and our customers include 24 of the 25 largest automotive original equipment manufacturers (“OEMs”) in the world, as well as many of the leading aerospace and defense companies and global telecom operators.

Previous wording

On January 22, 2025, the Company announced its intention to pursue a separation of its Electrical Distribution Systems business into a new, independent publicly traded company, Versigent PLC (“Versigent”), by means of a spin-off to its shareholders (the “Separation”). On April 1, 2026, the Company completed the Separation by distributing to Aptiv shareholders on a pro rata basis all of the outstanding ordinary shares of Versigent. To effect the Separation, the Company distributed to its shareholders one ordinary share of Versigent for every three Aptiv ordinary shares outstanding as of March 17, 2026. Versigent began trading on the New York Stock Exchange (“NYSE”) under the symbol “VGNT” on April 1, 2026. During the three months ended March 31, 2026 and 2025, the Company incurred costs of approximately $57 million and $19 million, respectively, related to the Separation. These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, are primarily related to third party professional fees associated with planning and executing the Separation. The Company expects to continue to incur additional expenses related to the Separation during 2026. Refer to Note 22. Separation of Electrical Distribution Systems to the consolidated financial statements contained herein for additional information.

Current wording

On April 1, 2026 (the “Distribution Date”), the Company completed the separation of its Electrical Distribution Systems business into a new, independent publicly traded company, Versigent PLC (“Versigent”), by means of a spin-off to its shareholders (the “Separation”) by distributing to Aptiv shareholders on a pro rata basis all of the outstanding ordinary shares of Versigent. To effect the Separation, the Company distributed to its shareholders one ordinary share of Versigent for every three Aptiv ordinary shares outstanding as of March 17, 2026. Versigent began trading on the New York Stock Exchange (“NYSE”) under the symbol “VGNT” on April 1, 2026. Versigent’s historical financial results through the Distribution Date are reflected in the Company’s consolidated financial statements as a discontinued operation, as more fully described in Note 21. Discontinued Operations to the consolidated financial statements contained herein.

Previous wording

Our total net sales during the three months ended March 31, 2026 were $5.1 billion, an increase of 5% compared to the same period of 2025, respectively. Our volumes increased 2% for the three months ended March 31, 2026, which primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to decreased global automotive production of 3% (down 2% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”).

Current wording

June 30, 2026, which primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to flat global automotive production (flat on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”). Our volumes increased 1% for the six months ended June 30, 2026, which primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to decreased global automotive production of 1% (down 1% on an AWM basis).

Previous wording

Commercializing the evolution towards software-defined components and systems across multiple industries, including automotive. We expect the trends of automation, electrification and digitalization to create growth opportunities, as they drive similar product requirements for mission-critical applications across multiple industries, namely increased demand for advanced software and optimized hardware. Intelligent, software-defined solutions, such as increasingly capable automated driving technologies, offer significant societal benefits and create long-term growth opportunities for our product offerings, including new customers such as mobility providers, telecommunications network operators and smart cities. Growth opportunities across the automotive and other industries will be driven by increased hardware and software content, greater computing power and software requirements, enhanced solutions for lifecycle management and connectivity, and continued electrification. We believe the complexity of these systems will also require ongoing software support services, as they will be continuously upgraded with new features and performance enhancements.

Current wording

Commercializing the evolution towards software-defined components and systems across multiple industries, including automotive. We expect the trends of automation, electrification and digitalization to create growth opportunities, as they drive similar product requirements for mission-critical applications across multiple industries, namely increased demand for advanced software and optimized hardware. Intelligent, software-defined solutions, such as increasingly capable automated driving technologies, offer significant societal benefits and create long-term growth opportunities for our product offerings, including new customers such as mobility providers, industrial facility operators, telecommunications and energy grid network operators and smart cities. Growth opportunities across the automotive and other industries will be driven by increased hardware and software content, greater computing power and software requirements, enhanced solutions for lifecycle management and connectivity, and continued electrification. We believe the complexity of these systems will also require ongoing software support services, as they will be continuously upgraded with new features and performance enhancements.

Previous wording

Engineering, design and development. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. We have a team of approximately 20,700 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 11 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States. During the year ended December 31, 2025, we invested approximately $1.7 billion (which includes approximately $573 million co-investment by customers and government agencies) in research and development, including engineering, to maintain our portfolio of innovative products, and own/hold approximately 11,000 patents and protective rights as of December 31, 2025. We also encourage “open innovation” and collaborate extensively with peers in the industry, government agencies and academic institutions. Our technology competencies are recognized by both customers and government agencies, which, as noted above, co-invest in new product development, accelerating the pace of innovation and reducing the risk associated with successful commercialization of technological breakthroughs.

Current wording

Engineering, design and development. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. We have a team of approximately 12,700 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 10 major technical centers in China, Germany, India, Poland, Singapore and the United States. During the year ended December 31, 2025, we invested approximately $1.4 billion (which includes approximately $515 million co-investment by customers and government agencies) in research and development, including engineering, to maintain our portfolio of innovative products, and own/hold approximately 10,400 patents and protective rights as of December 31, 2025. We also encourage “open innovation” and collaborate extensively with peers in the industry, government agencies and academic institutions. Our technology competencies are recognized by both customers and government agencies, which, as noted above, co-invest in new product development, accelerating the pace of innovation and reducing the risk associated with successful commercialization of technological breakthroughs.

Previous wording

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle. As a result, approximately 97% of our hourly workforce is located in best cost countries. Furthermore, we have substantial operational flexibility by leveraging a large workforce of contingent workers, which represented approximately 31% of the hourly workforce as of March 31, 2026. However, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets and in order to increase investment in advanced technologies and engineering, as evidenced by our ongoing restructuring programs focused on reducing our global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. As we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure.

Current wording

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle. As a result, approximately 83% of our hourly workforce is located in best cost countries. Furthermore, we have substantial operational flexibility by leveraging a large workforce of contingent workers, which represented approximately 26% of the hourly workforce as of June 30, 2026. However, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets and in order to increase investment in advanced technologies and engineering, as evidenced by our ongoing restructuring programs focused on reducing our global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. As we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure.

Previous wording

We have a strong balance sheet with gross debt of approximately $9.5 billion, which includes the issuance of the Versigent Debt, and substantial available liquidity of approximately $6.5 billion consisting of cash and cash equivalents and available financing under our Revolving Credit Facility, Spin-Off Revolving Credit Facility and committed European accounts receivable factoring facility (as defined below in Liquidity and Capital Resources) as of March 31, 2026, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits (“OPEB”) liabilities. We intend to maintain strong financial discipline by targeting industry-leading earnings growth, cash flow generation and return on invested capital and to maintain sufficient liquidity to sustain our financial flexibility throughout the industry cycle.

Current wording

We have a strong balance sheet with gross debt of approximately $5.4 billion and substantial available liquidity of approximately $3.3 billion consisting of cash and cash equivalents and available financing under our Revolving Credit Facility and committed European accounts receivable factoring facility (as defined below in Liquidity and Capital Resources) as of June 30, 2026, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits (“OPEB”) liabilities. We intend to maintain strong financial discipline by targeting industry-leading earnings growth, cash flow generation and return on invested capital and to maintain sufficient liquidity to sustain our financial flexibility throughout the industry cycle.

Previous wording

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

Current wording

Three and Six Months Ended June 30, 2026 versus Three and Six Months Ended June 30, 2025

Previous wording

The results of operations for the three months ended March 31, 2026 and 2025 were as follows:

Current wording

The results of operations for the three and six months ended June 30, 2026 and 2025 were as follows:

Previous wording

Total net sales for the three months ended March 31, 2026 increased 5% compared to the three months ended March 31, 2025. Our volumes increased 2% for the period, which primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to decreased global automotive production of 3% (down 2% on an AWM basis). Our net sales also reflect the impact of contractual price reductions, net of price recoveries, of $27 million and favorable foreign currency impacts, primarily related to the Euro.

Current wording

Total net sales for the six months ended June 30, 2026 increased 2% compared to the six months ended June 30, 2025. Our volumes increased 1% for the period, which reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to decreased global automotive production of 1% (down 1% on an AWM basis). Our net sales also reflect the impact of contractual price reductions, net of price recoveries, of $87 million and favorable foreign currency impacts, primarily related to the Euro and Chinese Yuan Renminbi.

Previous wording

Cost of sales increased $261 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as summarized below. The Company’s material cost of sales was approximately 50% of net sales for both the three months ended March 31, 2026 and 2025.

Current wording

Cost of sales increased $31 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, as summarized below. The Company’s material cost of sales was approximately 50% of net sales for both the three months ended June 30, 2026 and 2025.

Previous wording

The increase in cost of sales reflects unfavorable impacts from currency exchange, increased volumes and the impacts of operational performance. Cost of sales was also impacted by the following items in Other above:

Current wording

The increase in cost of sales reflects unfavorable impacts from currency exchange, increased volumes and the impacts of operational performance. Cost of sales was also impacted by the following item in Other above:

Previous wording

•Approximately $15 million of decreased warranty costs.

Current wording

•Approximately $20 million of decreased warranty costs.

Previous wording

Selling, general and administrative expense (“SG&A”) primarily includes administrative expenses, information technology costs, incentive compensation related costs, separation costs, acquisition and project portfolio costs and selling and marketing expenses. SG&A increased as a percentage of net sales for the three months ended March 31, 2026 compared to 2025, primarily due to an increase of $38 million in Separation costs.

Current wording

Selling, general and administrative expense (“SG&A”) primarily includes administrative expenses, information technology costs, incentive compensation related costs, separation costs, acquisition and project portfolio costs and selling and marketing expenses. SG&A remained consistent as a percentage of net sales for the three and six months ended June 30, 2026 as compared to 2025.

Previous wording

Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the three months ended March 31, 2026 and 2025 reflects the continued amortization of our definite-lived intangible assets, which resulted primarily from our acquisitions, over their estimated useful lives.

Current wording

Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the three and six months ended June 30, 2026 and 2025 reflects the continued amortization of our definite-lived intangible assets, which resulted primarily from our acquisitions, over their estimated useful lives.

Previous wording

The Company recorded employee-related and other restructuring charges totaling approximately $62 million during the three months ended March 31, 2026, of which approximately $33 million was recognized for the initiation of the closure of a European manufacturing site within the Electrical Distribution Systems segment. We expect to make cash payments of approximately $110 million over the next twelve months pursuant to currently implemented restructuring programs.

Current wording

During the three and six months ended June 30, 2026, the Company recorded employee-related and other restructuring charges totaling approximately $24 million and $40 million, respectively. We expect to make cash payments of approximately $45 million over the next twelve months pursuant to currently implemented restructuring programs.

Previous wording

During the three months ended March 31, 2025, Aptiv recorded employee-related and other restructuring charges totaling approximately $37 million, of which approximately $13 million was recognized for the initiation of the closure of a European manufacturing site within the Electrical Distribution Systems segment, and approximately $3 million was recognized for a program initiated in the fourth quarter of 2024 focused on global salaried workforce optimization, primarily in the European region.

Current wording

During the three and six months ended June 30, 2025, Aptiv recorded employee-related and other restructuring charges totaling approximately $27 million and $49 million, respectively, which included the recognition of approximately $12 million and $15 million, respectively, for a program initiated in the fourth quarter of 2024 focused on global salaried workforce optimization, primarily in the European region.

Previous wording

We expect to continue to incur additional restructuring expense in 2026 and beyond, primarily related to programs focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning manufacturing capacity with the levels of automotive production, which includes approximately $20 million (of which approximately $10 million relates to the Engineered Components segment, approximately $5 million relates to the Electrical Distribution Systems segment and approximately $5 million relates to the Intelligent Systems segment) for programs approved as of March 31, 2026. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. The Company plans to implement additional restructuring activities in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to increase investment in advanced technologies and engineering. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

Current wording

We expect to continue to incur additional restructuring expense in 2026 and beyond, primarily related to programs focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning manufacturing capacity with the levels of automotive production, which includes approximately $15 million (of which approximately $10 million relates to the Engineered Components segment and approximately $5 million relates to the Intelligent Systems segment) for programs approved as of June 30, 2026. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. The Company plans to implement additional restructuring activities in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to increase investment in advanced technologies and engineering. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

Previous wording

The decrease in interest expense during the three months ended March 31, 2026 compared to 2025 primarily reflects the full repayment of the $600 million Term Loan A in the fourth quarter of 2024 and first quarter of 2025, the full repayment of our European accounts receivable factoring facility in the first half of 2025 and the February 2026 redemption of the $266 million in aggregate principal amount outstanding of 4.35% Senior Notes, partially offset by the issuance of the $1.6 billion in aggregate principal amount of Spin-Off Senior Notes in March 2026.

Current wording

The decrease in interest expense during the three and six months ended June 30, 2026 compared to 2025 primarily reflects the full repayment of our European accounts receivable factoring facility in the first half of 2025, the February 2026 redemption of the $266 million in aggregate principal amount outstanding of 4.35% Senior Notes, the April 2026 redemption of the $401 million in aggregate principal amount outstanding of the 4.650% Senior Notes and the April 2026 redemption of the $1,446 million in aggregate principal amount of certain senior notes pursuant to the Tender Offer.

Previous wording

The Company’s effective tax rate for the three months ended March 31, 2026 includes net discrete tax expense of approximately $17 million, primarily related to tax accruals associated with the Separation. The Company’s effective tax rate for the three months ended March 31, 2025 includes net discrete tax expense of approximately $281 million, primarily related to changes in valuation allowances, as described below, partially offset by changes in reserves.

Current wording

The Company’s effective tax rate for the three and six months ended June 30, 2026 includes net discrete tax benefits of approximately $5 million and $7 million, respectively, primarily related to prior year true-ups. The Company’s effective tax rate for the three and six months ended June 30, 2025 includes net discrete tax benefits of approximately $40 million and net discrete tax expense of approximately $241 million, respectively, primarily related to changes in valuation allowances, as described below, partially offset by changes in reserves.

Previous wording

Net sales, gross margin as a percentage of net sales and Adjusted Operating Income by segment for the three months ended March 31, 2026 and 2025 are as follows:

Current wording

Net sales, gross margin as a percentage of net sales and Adjusted Operating Income by segment for the three and six months ended June 30, 2026 and 2025 are as follows:

Previous wording

As noted in the table above, Adjusted Operating Income for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was impacted by volume, including contractual price reductions, net of price recoveries, of $27 million and product mix, as well as operational performance. Adjusted Operating Income was also impacted by the following item included within Other in the table above:

Current wording

As noted in the table above, Adjusted Operating Income for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was impacted by volume, including contractual price reductions, net of price recoveries, of $54 million and product mix, as well as operational performance. Adjusted Operating Income was also impacted by the following items included within Other in the table above:

Previous wording

•Approximately $15 million of decreased warranty costs.

Current wording

•Approximately $20 million of decreased warranty costs.

Previous wording

Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements, operational restructuring activities and Separation activities. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary and available, borrowings under credit facilities and issuance of long-term debt and equity. To the extent we generate discretionary cash flow we may consider using this additional cash flow for optional prepayments of existing indebtedness, strategic acquisitions or investments, additional share repurchases and/or general corporate purposes. We also continually explore ways to enhance our capital structure.

Current wording

Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements and operational restructuring activities. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary and available, borrowings under credit facilities and issuance of long-term debt and equity. To the extent we generate discretionary cash flow we may consider using this additional cash flow for optional prepayments of existing indebtedness, strategic acquisitions or investments, additional share repurchases and/or general corporate purposes. We also continually explore ways to enhance our capital structure.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $3.2 billion and net debt (defined as outstanding debt less cash and cash equivalents) of $6.2 billion, both of which include the issuance of the Versigent Debt. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of March 31, 2026:

Current wording

As of June 30, 2026, we had cash and cash equivalents of $761 million and net debt (defined as outstanding debt less cash and cash equivalents) of $4.6 billion. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of June 30, 2026:

Previous wording

We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Aptiv. As of March 31, 2026, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $3.1 billion. If additional non-U.S. cash was needed for our U.S. operations, we may be required to accrue and pay withholding if we were to distribute such funds from non-U.S. subsidiaries to the U.S.; however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue and pay such additional amounts.

Current wording

We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Aptiv. As of June 30, 2026, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $0.7 billion. If additional non-U.S. cash was needed for our U.S. operations, we may be required to accrue and pay withholding if we were to distribute such funds from non-U.S. subsidiaries to the U.S.; however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue and pay such additional amounts.

Previous wording

On January 22, 2025, the Company announced its intention to pursue a Separation of its Electrical Distribution Systems business. On April 1, 2026, pursuant to the Separation and Distribution Agreement, the Company transferred to Versigent the assets and liabilities that comprised Versigent’s business and completed the Separation by distributing to Aptiv shareholders on a pro rata basis all of the outstanding ordinary shares of Versigent.

Current wording

On January 22, 2025, the Company announced its intention to pursue a Separation of its Electrical Distribution Systems business. Pursuant to the Separation and Distribution Agreement, the Company transferred to Versigent the assets and liabilities that comprised Versigent’s business and completed the Separation on April 1, 2026 by distributing to Aptiv shareholders on a pro rata basis all of the outstanding ordinary shares of Versigent.

Previous wording

In connection with the Separation, the Company received an initial cash distribution of approximately $1.9 billion from Versigent. The Company used the proceeds received from the cash distribution to redeem the 4.650% Senior Notes and settle the Tender Offer, as described in Note 8. Debt to the consolidated financial statements contained herein. Versigent financed this cash distribution through the issuance of approximately $2.1 billion of debt, consisting of the Spin-Off Term Loan A Facility and the Spin-Off Senior Notes (collectively, the “Versigent Debt”), as described below, which was transferred to Versigent on April 1, 2026, and is no longer reflected in the Company’s consolidated financial statements beginning April 1, 2026.

Current wording

In connection with the Separation, the Company received a cash distribution of approximately $1.9 billion from Versigent. The Company used the proceeds received from the cash distribution to redeem the 4.650% Senior Notes and settle the Tender Offer, as described in Note 8. Debt to the consolidated financial statements contained herein. Versigent financed this cash distribution through the issuance of approximately $2.1 billion of debt, consisting of the Spin-Off Term Loan A Facility and the Spin-Off Senior Notes (collectively, the “Versigent Debt”), as described below, which was transferred to Versigent on April 1, 2026, and is no longer reflected in the Company’s consolidated financial statements beginning April 1, 2026.

Previous wording

In connection with the Separation, Aptiv and Versigent entered into various agreements to effect the Separation and to provide a framework for their relationship following the Separation, which included a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross License Agreement and Supply Agreements. The transition services primarily involve Aptiv providing certain services to Versigent related to information technology for terms of up to 24 months following the Separation. In addition, the Company expects to recognize the payment of approximately $50 million in bank-related success fees in the second quarter of 2026 coinciding with completion of the Separation.

Current wording

In connection with the Separation, Aptiv and Versigent entered into various agreements to effect the Separation and to provide a framework for their relationship following the Separation, which included a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross License Agreement and Supply Agreements. The transition services primarily involve Aptiv providing certain services to Versigent related to information technology for terms of up to 24 months following the Separation.

Previous wording

During the three months ended March 31, 2026 and 2025, the Company incurred costs of approximately $57 million and $19 million, respectively, related to the Separation. These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, were primarily related to third-party professional fees associated with planning and executing the Separation. The Company expects to continue to incur additional expenses related to the Separation during 2026.

Current wording

During the three and six months ended June 30, 2026, the Company incurred costs of approximately $18 million and $75 million, respectively, related to the Separation, of which approximately $0 million and $52 million, respectively, were reclassified to discontinued operations. During the three and six months ended June 30, 2025, the Company incurred costs of approximately $28 million and $47 million, respectively, of which approximately $27 million and $46 million, respectively, were reclassified to discontinued operations. These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, were primarily related to third-party professional fees associated with planning and executing the Separation. The Company expects to continue to incur additional expenses related to the Separation during the remainder of 2026.

Previous wording

During the three months ended March 31, 2026, the Company repurchased approximately 1.0 million of our outstanding ordinary shares for $75 million in the open market.

Current wording

During the six months ended June 30, 2026, the Company repurchased approximately 5.1 million of our outstanding ordinary shares for $325 million in the open market.

Previous wording

During the three months ended March 31, 2025, a portion of the ASR Agreements, as described above, were settled and Aptiv received incremental deliveries of approximately 11.7 million ordinary shares. In April 2025, Aptiv received further incremental deliveries of approximately 6.0 million ordinary shares, representing the final settlement of the ASR Agreements. All shares delivered to Aptiv under the ASR Agreements were retired immediately. Under the ASR Agreements, the Company received total deliveries of approximately 48.5 million ordinary shares at an average price of $61.84 per share, based on the daily volume-weighted average price of our ordinary shares on specified dates during the terms of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. There was no other share repurchase activity during the three months ended March 31, 2025.

Current wording

During the six months ended June 30, 2025, upon final settlements under the ASR Agreements, Aptiv received incremental deliveries of approximately 17.7 million ordinary shares. All shares delivered to Aptiv under the ASR Agreements were retired immediately. Under the ASR Agreements, the Company received total deliveries of approximately 48.5 million ordinary shares at an average price of $61.84 per share, based on the daily volume-weighted average price of our ordinary shares on specified dates during the terms of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. There was no other share repurchase activity during the six months ended June 30, 2025.

Previous wording

As of March 31, 2026, approximately $2,040 million of share repurchases remained available under the July 2024 share repurchase program. During the period from April 1, 2026 to May 4, 2026, the Company repurchased an additional $48 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a result, approximately $1,992 million of share repurchases remain available under the July 2024 share repurchase program. All previously repurchased shares were retired and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

Current wording

As of June 30, 2026, approximately $1,790 million of share repurchases remained available under the July 2024 share repurchase program. During the period from July 1, 2026 to August 3, 2026, the Company repurchased an additional $46 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a result, approximately $1,744 million of share repurchases remain available under the July 2024 share repurchase program. All previously repurchased shares were retired and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

Previous wording

Electrical Distribution Systems Spin-Off —As described above, on April 1, 2026, the Company completed the Separation of its Electrical Distribution Systems business into a new publicly traded company, Versigent. In connection with the Separation, the Company received an initial cash distribution of approximately $1.9 billion from Versigent. The Company used the proceeds received from the cash distribution to repay certain of its debt obligations, as described in Note 8. Debt to the consolidated financial statements contained herein.

Current wording

Electrical Distribution Systems Spin-Off —As described above, on April 1, 2026, the Company completed the Separation of its Electrical Distribution Systems business into a new, independent publicly traded company, Versigent. Refer to Note 21. Discontinued Operations to the consolidated financial statements contained herein for additional detail.

Previous wording

Intercable Automotive—In 2022, the Company acquired 85% of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”). Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15% of Intercable Automotive for cash at a contractually defined value beginning in 2026. In the second quarter of 2026, the noncontrolling interest holders exercised their option to sell the remaining 15% of Intercable Automotive at the contractually defined value of approximately $65 million.

Current wording

Acquisition of Redeemable Noncontrolling Interest in Intercable Automotive Solutions S.r.l.—On November 30, 2022, Aptiv acquired 85% of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”), a manufacturer of high-voltage busbars and interconnect solutions, for total consideration of $609 million. The results of operations of Intercable Automotive are reported within the Engineered Components segment from the date of acquisition. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15% of Intercable Automotive for cash at a contractually defined value beginning in 2026. In June 2026, the noncontrolling interest holders exercised their option to sell the remaining 15% of Intercable Automotive at the contractually defined value of approximately $67 million. The transaction closed on June 30, 2026. As a result, Aptiv owned 100% of the equity interest in Intercable Automotive as of June 30, 2026, and no redeemable noncontrolling interest remained.

Previous wording

Other —In April 2025, one of Aptiv’s wholly-owned subsidiaries completed the sale of certain assets (net of certain liabilities) that were previously reported within the Intelligent Systems segment for net cash proceeds of approximately $4 million. As a result of the sale, the Company recognized a pre-tax gain of approximately $5 million in the second quarter of 2025, within cost of sales in the consolidated statements of operations. The Company had no other business acquisitions or divestitures for the fiscal year ended December 31, 2025.

Current wording

Other —In April 2025, one of Aptiv’s wholly-owned subsidiaries completed the sale of certain assets (net of certain liabilities) that were previously reported within the Intelligent Systems segment for net cash proceeds of approximately $4 million. As a result of the sale, the Company recognized a pre-tax gain of approximately $5 million during the three months ended June 30, 2025, within cost of sales in the consolidated statements of operations.

Previous wording

Investment in StradVision, Inc.—On October 20, 2025, Aptiv entered into an agreement with StradVision, Inc. (“StradVision”), a provider of deep learning-based camera perception software for automotive applications, to convert the Company’s existing preferred shares in StradVision into common shares (the “Conversion”), resulting in a common equity interest of approximately 41% in StradVision. Aptiv previously made KRW-denominated investments in StradVision totaling approximately $40 million in the first half of 2025 and approximately $108 million in prior years (using foreign currency rates on the date of the respective investments).

Current wording

Prior to the IPO, on October 20, 2025, Aptiv entered into an agreement with StradVision to convert the Company’s existing preferred shares in StradVision into common shares (the “Conversion”), resulting in a common equity interest of approximately 41% in StradVision. Aptiv previously made KRW-denominated investments in StradVision totaling approximately $40 million in the first half of 2025 and approximately $108 million in prior years (using foreign currency rates on the date of the respective investments).

Previous wording

Investment in TTTech Auto AG—The shareholders of TTTech Auto AG (“TTTech Auto”) closed on the sale of 100% of TTTech Auto to an unrelated third party in June 2025, resulting in net cash proceeds to Aptiv of $164 million. As a result of the sale, the Company recognized a gain of approximately $13 million during the year ended December 31, 2025, within net gain on equity method transactions in the consolidated statements of operations, which includes accumulated currency translation adjustment impacts of $6 million. Following completion of the sale, Aptiv no longer holds an equity interest in TTTech Auto and accordingly reduced the carrying value of the investment to zero in the consolidated balance sheets.

Current wording

Investment in TTTech Auto AG—The shareholders of TTTech Auto closed on the sale of 100% of TTTech Auto to an unrelated third party in June 2025, resulting in net cash proceeds to Aptiv of $164 million. As a result of the sale, the Company recognized a gain of approximately $13 million during the year ended December 31, 2025, within net gain on equity method transactions in the consolidated statements of operations, which includes accumulated currency translation adjustment impacts of $6 million. Following completion of the sale, Aptiv no longer holds an equity interest in TTTech Auto and accordingly reduced the carrying value of the investment to zero in the consolidated balance sheets.