UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to .
Commission file number: 001-35346
_____________________________________________________________________________________________________________________________________________________________________________________________________________
APTIV PLC
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________________________________________________________________________________________________________________________
| Jersey | 98-1824200 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
Spitalstrasse 5, 8200 Schaffhausen, Switzerland
(Address of principal executive offices, including zip code)
+41 52 580 96 00
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report) N/A
_____________________________________________________________________________________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Ordinary Shares, $0.01 par value per share | APTV | New York Stock Exchange | ||||||||||||
| 1.600% Senior Notes due 2028 | APTV | New York Stock Exchange | ||||||||||||
| 3.250% Senior Notes due 2032 | APTV | New York Stock Exchange | ||||||||||||
| 5.150% Senior Notes due 2034 | APTV | New York Stock Exchange | ||||||||||||
| 4.250% Senior Notes due 2036 | APTV | New York Stock Exchange | ||||||||||||
| 4.400% Senior Notes due 2046 | APTV | New York Stock Exchange | ||||||||||||
| 5.400% Senior Notes due 2049 | APTV | New York Stock Exchange | ||||||||||||
| 3.100% Senior Notes due 2051 | APTV | New York Stock Exchange | ||||||||||||
| 4.150% Senior Notes due 2052 | APTV | New York Stock Exchange | ||||||||||||
| 5.750% Senior Notes due 2054 | APTV | New York Stock Exchange | ||||||||||||
| 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 | APTV | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of May 1, 2026, was 211,620,527.
APTIV PLC
INDEX
| Page | ||||||||
| Part I - Financial Information | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II - Other Information | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| Net sales | $ | 5,086 | $ | 4,825 | |||||||
| Operating expenses: | |||||||||||
| Cost of sales | 4,166 | 3,905 | |||||||||
| Selling, general and administrative | 427 | 384 | |||||||||
| Amortization | 53 | 51 | |||||||||
Restructuring (Note 7) | 62 | 37 | |||||||||
| Total operating expenses | 4,708 | 4,377 | |||||||||
| Operating income | 378 | 448 | |||||||||
| Interest expense | (89) | (93) | |||||||||
Other expense, net (Note 16) | (4) | — | |||||||||
| Income before income taxes and equity loss | 285 | 355 | |||||||||
Income tax expense (Note 11) | (81) | (356) | |||||||||
| Income (loss) before equity loss | 204 | (1) | |||||||||
| Equity loss, net of tax | (13) | (10) | |||||||||
| Net income (loss) | 191 | (11) | |||||||||
| Net income attributable to noncontrolling interest | 3 | 1 | |||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | (1) | |||||||||
| Net income (loss) attributable to Aptiv | $ | 189 | $ | (11) | |||||||
| Basic net income (loss) per share: | |||||||||||
| Basic net income (loss) per share attributable to Aptiv | $ | 0.89 | $ | (0.05) | |||||||
| Weighted average number of basic shares outstanding | 212.91 | 230.16 | |||||||||
| Diluted net income (loss) per share: | |||||||||||
| Diluted net income (loss) per share attributable to Aptiv | $ | 0.88 | $ | (0.05) | |||||||
| Weighted average number of diluted shares outstanding | 213.80 | 230.16 | |||||||||
See notes to consolidated financial statements.
3
APTIV PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Net income (loss) | $ | 191 | $ | (11) | |||||||
| Other comprehensive (loss) income: | |||||||||||
| Currency translation adjustments | (67) | 105 | |||||||||
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 14) | (12) | 62 | |||||||||
| Employee benefit plans adjustment, net of tax | (1) | — | |||||||||
Net change in unrealized gain on available-for-sale debt securities, net of tax (Note 15) | 1 | — | |||||||||
| Other comprehensive (loss) income | (79) | 167 | |||||||||
| Comprehensive income | 112 | 156 | |||||||||
| Comprehensive income attributable to noncontrolling interests | 4 | 1 | |||||||||
| Comprehensive (loss) income attributable to redeemable noncontrolling interest | (3) | 3 | |||||||||
| Comprehensive income attributable to Aptiv | $ | 111 | $ | 152 | |||||||
See notes to consolidated financial statements.
4
APTIV PLC
CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 3,173 | $ | 1,851 | |||||||
| Restricted cash | 4 | 3 | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $47 million and $45 million, respectively (Note 2) | 3,798 | 3,477 | |||||||||
Inventories (Note 3) | 2,746 | 2,561 | |||||||||
Other current assets (Note 4) | 999 | 853 | |||||||||
| Total current assets | 10,720 | 8,745 | |||||||||
| Long-term assets: | |||||||||||
| Property, net | 3,685 | 3,774 | |||||||||
| Operating lease right-of-use assets | 504 | 501 | |||||||||
Investments in affiliates (Note 21) | 1,418 | 1,431 | |||||||||
Intangible assets, net (Note 2) | 1,940 | 2,004 | |||||||||
Goodwill (Note 2) | 4,548 | 4,596 | |||||||||
Other long-term assets (Note 4) | 2,388 | 2,362 | |||||||||
| Total long-term assets | 14,483 | 14,668 | |||||||||
| Total assets | $ | 25,203 | $ | 23,413 | |||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Short-term debt (Note 8) | $ | 102 | $ | 81 | |||||||
| Accounts payable | 3,204 | 3,157 | |||||||||
Accrued liabilities (Note 5) | 1,763 | 1,799 | |||||||||
| Total current liabilities | 5,069 | 5,037 | |||||||||
| Long-term liabilities: | |||||||||||
Long-term debt (Note 8) | 9,248 | 7,470 | |||||||||
| Pension benefit obligations | 416 | 430 | |||||||||
| Long-term operating lease liabilities | 394 | 401 | |||||||||
Other long-term liabilities (Note 5) | 554 | 576 | |||||||||
| Total long-term liabilities | 10,612 | 8,877 | |||||||||
| Total liabilities | 15,681 | 13,914 | |||||||||
Commitments and contingencies (Note 10) | |||||||||||
Redeemable noncontrolling interest (Note 2) | 99 | 102 | |||||||||
| Shareholders’ equity: | |||||||||||
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding | — | — | |||||||||
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 212,350,194 and 212,746,899 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 2 | 2 | |||||||||
| Additional paid-in-capital | 3,599 | 3,619 | |||||||||
| Retained earnings | 6,351 | 6,227 | |||||||||
Accumulated other comprehensive loss (Note 13) | (719) | (641) | |||||||||
| Total Aptiv shareholders’ equity | 9,233 | 9,207 | |||||||||
| Noncontrolling interest | 190 | 190 | |||||||||
| Total shareholders’ equity | 9,423 | 9,397 | |||||||||
| Total liabilities, redeemable noncontrolling interest and shareholders’ equity | $ | 25,203 | $ | 23,413 | |||||||
See notes to consolidated financial statements.
5
APTIV PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
See notes to consolidated financial statements.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 191 | $ | (11) | |||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation | 197 | 191 | |||||||||
| Amortization | 53 | 51 | |||||||||
| Amortization of deferred debt issuance costs | 2 | 2 | |||||||||
| Restructuring expense, net of cash paid | 4 | (18) | |||||||||
| Deferred income taxes | (28) | 336 | |||||||||
| Pension and other postretirement benefit expenses | 17 | 11 | |||||||||
| Loss from equity method investments, net of dividends received | 13 | 10 | |||||||||
| Loss on extinguishment of debt | 5 | 3 | |||||||||
| Loss on sale of assets | 2 | — | |||||||||
| Share-based compensation | 24 | 32 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | (321) | (288) | |||||||||
| Inventories | (185) | (109) | |||||||||
| Other assets | (154) | (17) | |||||||||
| Accounts payable | 133 | 104 | |||||||||
| Accrued and other long-term liabilities | (73) | (42) | |||||||||
| Other, net | (14) | 23 | |||||||||
| Pension contributions | (9) | (5) | |||||||||
| Net cash (used in) provided by operating activities | (143) | 273 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (219) | (197) | |||||||||
| Proceeds from sale of property | — | 1 | |||||||||
| Cost of technology investments | — | (12) | |||||||||
| Settlement of derivatives | (2) | 5 | |||||||||
| Net cash used in investing activities | (221) | (203) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net proceeds (repayments) under other short-term debt agreements | 13 | (279) | |||||||||
Proceeds from credit agreement (net of $14 and $0 issuance costs, respectively) | 486 | — | |||||||||
| Repayment of term loans | — | (250) | |||||||||
| Repayment of senior notes | (270) | — | |||||||||
Proceeds from the issuance of senior notes (net of $23 and $0 issuance costs, respectively) | 1,577 | — | |||||||||
| Fees related to modification of debt agreements | — | (5) | |||||||||
| Dividend payments of consolidated affiliates to minority shareholders | (4) | — | |||||||||
| Repurchase of ordinary shares | (76) | — | |||||||||
| Taxes withheld and paid on employees’ restricted share awards | (34) | (19) | |||||||||
| Net cash provided by (used in) financing activities | 1,692 | (553) | |||||||||
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (5) | 10 | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 1,323 | (473) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | 1,854 | 1,574 | |||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 3,177 | $ | 1,101 | |||||||
| March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Supplemental non-cash investing activities: | |||||||||||
| Capital expenditures included in accounts payable | $ | 171 | $ | 139 | |||||||
6
APTIV PLC
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (Unaudited)
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Number of shares | Amount of shares | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Aptiv Shareholders’ Equity | Noncontrolling Interest | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | 102 | 213 | $ | 2 | $ | 3,619 | $ | 6,227 | $ | (641) | $ | 9,207 | $ | 190 | $ | 9,397 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 189 | — | 189 | — | 189 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | (2) | — | — | — | — | (78) | (78) | 1 | (77) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interest | (1) | — | — | — | — | — | — | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividend payments of consolidated affiliates to minority shareholders | — | — | — | — | — | — | — | (4) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees’ restricted share award vestings | — | — | — | (34) | — | — | (34) | — | (34) | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | (1) | — | (10) | (65) | — | (75) | — | (75) | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | 24 | — | — | 24 | — | 24 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 99 | 212 | $ | 2 | $ | 3,599 | $ | 6,351 | $ | (719) | $ | 9,233 | $ | 190 | $ | 9,423 | |||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 92 | 235 | $ | 2 | $ | 2,966 | $ | 7,002 | $ | (1,174) | $ | 8,796 | $ | 197 | $ | 8,993 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (11) | — | (11) | — | (11) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 4 | — | — | — | — | 163 | 163 | — | 163 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interest | (1) | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees’ restricted share award vestings | — | — | — | (19) | — | — | (19) | — | (19) | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | (12) | — | (107) | (393) | — | (500) | — | (500) | |||||||||||||||||||||||||||||||||||||||||||||||
| Forward contracts for share repurchases | — | — | — | 500 | — | — | 500 | — | 500 | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 1 | — | 32 | — | — | 32 | — | 32 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 95 | 224 | $ | 2 | $ | 3,372 | $ | 6,598 | $ | (1,011) | $ | 8,961 | $ | 198 | $ | 9,159 | |||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
7
APTIV PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
General and basis of presentation— “Aptiv PLC,” “Aptiv,” the “Company,” “we,” “us” and “our” refers to Aptiv PLC, a public limited company formed under the laws of Jersey on May 19, 2011, and its consolidated subsidiaries. The Company’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “APTV.”
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and all adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. The consolidated financial statements and notes thereto included in this report should be read in conjunction with Aptiv’s 2025 Annual Report on Form 10-K.
Nature of operations—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. Aptiv operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from best cost countries.
In the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.
In the first quarter of 2026, Aptiv renamed its Advanced Safety and User Experience segment to Intelligent Systems and renamed its Engineered Components Group segment to Engineered Components. In addition, Aptiv realigned the product lines included in its Intelligent Systems segment into two core product lines: Sensors and Compute, and Software and Services. Prior period amounts have been adjusted retrospectively to reflect the change in core product lines, consistent with the current year presentation, throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
Spin-Off of Electrical Distribution Systems business into Versigent—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 NYSE under the symbol “VGNT” on April 1, 2026. Refer to Note 22. Separation of Electrical Distribution Systems for additional detail.
Commencing with the second Quarterly Report on Form 10-Q of 2026, the Company will present Versigent as a discontinued operation throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Aptiv and the subsidiaries in which Aptiv holds a controlling financial or management interest and variable interest entities of which Aptiv has determined that it is the primary beneficiary. Aptiv’s share of the earnings or losses of non-controlled affiliates, over which Aptiv exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. When Aptiv does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates without readily determinable fair value are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, while investments in publicly traded equity securities are measured at fair value based on quoted prices for identical assets on active market exchanges as of each reporting date. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values.
Intercompany transactions and balances between consolidated Aptiv businesses have been eliminated.
8
Aptiv held no investments in publicly traded equity securities as of March 31, 2026 and December 31, 2025. Aptiv’s non-publicly traded investments totaled $66 million and $65 million as of March 31, 2026 and December 31, 2025, respectively, and are classified within other long-term assets in the consolidated balance sheets. Refer to Note 21. Investments in Affiliates for further information regarding Aptiv’s investments.
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. As of March 31, 2026, the option had not been exercised by either the Company or the noncontrolling interest holders. As a result of this redemption feature, the Company recorded the redeemable noncontrolling interest at its acquisition-date fair value to temporary equity in the consolidated balance sheet. The redeemable noncontrolling interest is adjusted each reporting period for the income (loss) attributable to the noncontrolling interest, and for any measurement period adjustments necessary to record the redeemable noncontrolling interest at the higher of its redemption value, assuming it was redeemable at the reporting date, or its carrying value. Any measurement period adjustments are recorded to retained earnings, with a corresponding increase or reduction to net income (loss) attributable to Aptiv. Redeemable noncontrolling interest was $99 million and $102 million as of March 31, 2026 and December 31, 2025, respectively. 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.
Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, redeemable noncontrolling interest, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Revenue recognition—Revenue is measured based on consideration specified in a contract with a customer. Customer contracts for production parts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. Substantially all of the Company's revenue is generated from the sale of manufactured production parts, wherein there is a single performance obligation. Transfer of control and revenue recognition for the Company’s sales of production parts generally occurs upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms. Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Refer to Note 20. Revenue for further detail of the Company’s accounting for its revenue from sales of production parts.
Customer contracts for software licenses are generally represented by a sales contract or purchase order with contract durations typically ranging from one to three years. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue from software licenses and professional software services is generally recognized at a point in time upon delivery or when the services are provided. Revenue from post delivery support and maintenance for software contracts is generally recognized over time on a ratable basis over the contract term. Certain software license contracts contain multiple performance obligations, for which the Company allocates the contract’s transaction price to each performance obligation based on the estimated relative standalone selling price of each distinct performance obligation in the contract. The standalone selling prices are generally determined based on observable inputs, such as the prices of standalone sales and historical contract pricing. Under certain of these arrangements, timing may differ between revenue recognition and billing. Refer to Note 20. Revenue for further detail of the Company’s accounting for its revenue from contracts with customers, including contract balances associated with software sales.
From time to time, Aptiv enters into pricing agreements with its customers that provide for price reductions on production parts, some of which are conditional upon achieving certain joint cost saving targets, which are accounted for as variable consideration. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment if available, or in the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order and requires estimation, the Company records consideration at the most likely amount that the Company expects to be entitled to based on historical experience and input from customer negotiations.
Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable.
9
Aptiv collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Aptiv reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales. Refer to Note 20. Revenue for further information.
Net income (loss) per share—Basic net income (loss) per share is computed by dividing net income (loss) attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income (loss) attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. Refer to Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income (loss) per share.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less, for which the book value approximates fair value.
Restricted cash—Restricted cash primarily includes balances on deposit at financial institutions that have issued letters of credit in favor of Aptiv and cash deposited into escrow accounts.
Accounts receivable—Aptiv enters into agreements to sell certain of its accounts receivable, primarily in Europe. Sales of receivables are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing (“ASC 860”). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Aptiv to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense.
Credit losses—Aptiv is exposed to credit losses primarily through the sale of vehicle components, software licenses and services. Aptiv assesses the creditworthiness of a counterparty by conducting ongoing credit reviews, which considers the Company’s expected billing exposure and timing for payment, as well as the counterparty’s established credit rating. When a credit rating is not available, the Company’s assessment is based on an analysis of the counterparty’s financial statements. Aptiv also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. Based on the outcome of this review, the Company establishes a credit limit for each counterparty. The Company continues to monitor its ongoing credit exposure through active review of counterparty balances against contract terms and due dates, which includes timely account reconciliation, payment confirmation and dispute resolution. The Company may also employ collection agencies and legal counsel to pursue recovery of defaulted receivables, if necessary.
Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of March 31, 2026 and December 31, 2025, the Company reported $3,798 million and $3,477 million, respectively, of accounts receivable, net of the allowances, which includes the allowance for doubtful accounts of $47 million and $45 million, respectively. Changes in the allowance for doubtful accounts were not material for the three months ended March 31, 2026.
Inventories—As of March 31, 2026 and December 31, 2025, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. Refer to Note 3. Inventories for additional information. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues, and, generally, the net realizable value of inventory on hand in excess of one year’s supply is fully-reserved.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period as purchases are made.
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Intangible assets—Intangible assets were $1,940 million and $2,004 million as of March 31, 2026 and December 31, 2025, respectively. The Company amortizes definite-lived intangible assets over their estimated useful lives. The Company has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Upon completion of the projects, the assets will be amortized over the expected economic life of the asset, which will be determined on that date. Should the project be determined to be abandoned, and if the asset developed has no alternative use, the full value of the asset will be charged to expense. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $53 million and $51 million for the three months ended March 31, 2026 and 2025, respectively, which includes the impact of any intangible asset impairment charges recorded during the period.
Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment (step 0). If the qualitative assessment is not met the Company then performs a quantitative assessment (step 1) by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the amount of goodwill allocated to the reporting unit.
When a quantitative assessment is required, the estimated fair value of the Company’s reporting units is primarily determined using discounted cash flow projections. Forecasts of future cash flows are based on management’s best estimates. The discount rate is determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit.
In the first quarter of 2026, due to the realignment of the business structure within the Intelligent Systems segment, including how management views and manages this business, we reassessed the composition of our reporting units. As a result of the reassessment, our former Wind River reporting unit is now managed as part of our Intelligent Systems reporting unit. Upon realignment of our reporting units, we tested goodwill related to the impacted reporting units immediately before the reassessment. The Company performed a qualitative assessment (step 0) for its former AS&UX Core reporting unit, concluding that sufficient evidence existed to assert qualitatively that it was more likely than not that the estimated fair value remained in excess of its carrying value, and performed a quantitative assessment (step 1) for its former Wind River reporting unit, concluding that its fair value exceeded its carrying value, indicating no goodwill impairment existed. Immediately after the reassessment, the Company performed a quantitative assessment (step 1) for its Intelligent Systems reporting unit, concluding that its fair value exceeded its carrying value, indicating no goodwill impairment existed. The realignment of the Company’s reporting units did not change the composition of our reportable segments.
The Company concluded there were no goodwill impairments during the three months ended March 31, 2026 and 2025. Goodwill was $4,548 million and $4,596 million as of March 31, 2026 and December 31, 2025, respectively.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations for additional information.
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Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining whether an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more likely than not to be sustained upon examination, and if so, a tax benefit is measured on a cumulative probability basis that is more likely than not to be realized upon the ultimate settlement. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. As it relates to changes in accumulated other comprehensive income (loss), the Company’s policy is to release tax effects from accumulated other comprehensive income (loss) when the underlying components affect earnings. Refer to Note 11. Income Taxes for additional information.
Restructuring—Aptiv continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.
Customer concentrations—We sell our products and services to the major global OEMs in every region of the world. Our ten largest customers accounted for approximately 55% of our total net sales for the three months ended March 31, 2026, which included approximately 11% to an individual Global OEM, and accounted for approximately 55% for the three months ended March 31, 2025, which included approximately 11% to another individual Global OEM. During the three months ended March 31, 2026, our Electrical Distribution Systems segment recognized net sales to each of our ten largest customers, our Intelligent Systems segment recognized net sales to eight of our ten largest customers and our Engineered Components segment recognized net sales to six of our ten largest customers. During the three months ended March 31, 2025, our Electrical Distribution Systems segment and Intelligent Systems segment recognized net sales to each of our ten largest customers, and our Engineered Components segment recognized net sales to nine of our ten largest customers.
Recently adopted accounting pronouncements—Aptiv adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets in the first quarter of 2026. The amendments in this update provide a practical expedient for estimating credit losses for current accounts receivable and current contract assets that arise from transactions accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers. The adoption of this guidance did not have a significant impact on Aptiv’s financial statements.
Recently issued accounting pronouncements not yet adopted—In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update address changes to the Codification that clarify, correct errors and make minor improvements, making the Codification easier to understand and apply. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update provide clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270. The amendments also provide additional guidance for reporting material events occurring after the most recent annual period. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments in this update establish the accounting for government grants, including guidance for grants related to an asset and grants related to income. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
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In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The amendments in this update provide targeted improvements intended to enhance alignment between risk management activities and financial reporting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments in this update exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The amendments also provide clarification for share-based payments from a customer in a revenue contract. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and modernize the accounting for costs related to internal-use software. The amendments also remove references to prescriptive and sequential software development stages, as well as clarify disclosure requirements for capitalized software costs. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update clarify guidance for identifying the accounting acquirer in business combination effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity that meets the definition of a business. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Aptiv’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, that are included in each relevant income statement expense line item. The amendments also require qualitative descriptions of the amounts remaining in relevant expense line items not separately disaggregated quantitatively. Certain amounts already disclosed under existing U.S. GAAP are required to be included in the same disclosure as the other disaggregated income statement expense line items. In addition, the amendments require disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of those expenses. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this guidance is expected to result in incremental disclosures in the Company’s financial statements.
3. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Productive material | $ | 1,702 | $ | 1,584 | |||||||
| Work-in-process | 257 | 244 | |||||||||
| Finished goods | 787 | 733 | |||||||||
| Total | $ | 2,746 | $ | 2,561 | |||||||
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4. ASSETS
Other current assets consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Value added tax receivable | $ | 277 | $ | 175 | |||||||
| Prepaid insurance and other expenses | 141 | 137 | |||||||||
| Reimbursable engineering costs | 217 | 204 | |||||||||
| Notes receivable | 3 | 5 | |||||||||
| Income and other taxes receivable | 126 | 107 | |||||||||
| Deposits to vendors | 5 | 6 | |||||||||
| Derivative financial instruments (Note 14) | 119 | 133 | |||||||||
| Capitalized upfront fees (Note 20) | 14 | 14 | |||||||||
| Contract assets (Note 20) | 93 | 68 | |||||||||
| Other | 4 | 4 | |||||||||
| Total | $ | 999 | $ | 853 | |||||||
Other long-term assets consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Deferred income taxes, net | $ | 1,853 | $ | 1,828 | |||||||
| Unamortized Revolving Credit Facility debt issuance costs | 15 | 6 | |||||||||
| Income and other taxes receivable | 75 | 74 | |||||||||
| Reimbursable engineering costs | 121 | 114 | |||||||||
| Value added tax receivable | 2 | 2 | |||||||||
| Technology investments (Note 21) | 66 | 65 | |||||||||
| Derivative financial instruments (Note 14) | 24 | 34 | |||||||||
| Capitalized upfront fees (Note 20) | 39 | 40 | |||||||||
| Contract assets (Note 20) | 87 | 92 | |||||||||
| Other | 106 | 107 | |||||||||
| Total | $ | 2,388 | $ | 2,362 | |||||||
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5. LIABILITIES
Accrued liabilities consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Payroll-related obligations | $ | 426 | $ | 393 | |||||||
| Employee benefits, including current pension obligations | 103 | 154 | |||||||||
| Income and other taxes payable | 231 | 240 | |||||||||
| Warranty obligations (Note 6) | 85 | 103 | |||||||||
| Restructuring (Note 7) | 110 | 108 | |||||||||
| Customer deposits | 95 | 90 | |||||||||
| — | 1 | ||||||||||
| Accrued interest | 95 | 80 | |||||||||
| Contract liabilities (Note 20) | 78 | 84 | |||||||||
| Operating lease liabilities | 142 | 142 | |||||||||
| Other | 398 | 404 | |||||||||
| Total | $ | 1,763 | $ | 1,799 | |||||||
Other long-term liabilities consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Environmental | $ | 2 | $ | 2 | |||||||
| Extended disability benefits | 3 | 3 | |||||||||
| Warranty obligations (Note 6) | 15 | 19 | |||||||||
| Restructuring (Note 7) | 16 | 14 | |||||||||
| Payroll-related obligations | 12 | 12 | |||||||||
| Accrued income taxes | 188 | 203 | |||||||||
| Deferred income taxes, net | 257 | 260 | |||||||||
| Contract liabilities (Note 20) | 4 | 6 | |||||||||
| Other | 57 | 57 | |||||||||
| Total | $ | 554 | $ | 576 | |||||||
6. WARRANTY OBLIGATIONS
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Aptiv has recognized a reasonable estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of March 31, 2026. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of March 31, 2026 to be zero to $40 million.
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The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2026:
| Warranty Obligations | |||||
| (in millions) | |||||
| Accrual balance at beginning of period | $ | 122 | |||
| Provision for estimated warranties incurred during the period | 10 | ||||
| Changes in estimate for pre-existing warranties | 2 | ||||
| Settlements | (34) | ||||
| Accrual balance at end of period | $ | 100 | |||
7. RESTRUCTURING
Aptiv’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Aptiv’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
As part of the Company’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing 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. During the three months ended March 31, 2026, the Company recorded employee-related and other restructuring charges related to these programs totaling approximately $62 million, of which approximately $33 million was recognized for the initiation of the closure of a European manufacturing site within the Electrical Distribution Systems segment.
There have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. The Company expects to incur additional restructuring costs of 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, and are expected to be incurred within the next twelve months.
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.
Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Aptiv incurred cash expenditures related to its restructuring programs of approximately $58 million and $55 million in the three months ended March 31, 2026 and 2025, respectively.
The following table summarizes the restructuring charges recorded for the three months ended March 31, 2026 and 2025 by operating segment:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Electrical Distribution Systems | $ | 46 | $ | 16 | |||||||
| Engineered Components | 4 | 15 | |||||||||
| Intelligent Systems | 12 | 6 | |||||||||
| Total | $ | 62 | $ | 37 | |||||||
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The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2026:
| Employee Termination Benefits Liability | Other Exit Costs Liability | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
| Accrual balance at January 1, 2026 | $ | 122 | $ | — | $ | 122 | |||||||||||
| Provision for estimated expenses incurred during the period | 62 | — | 62 | ||||||||||||||
| Payments made during the period | (58) | — | (58) | ||||||||||||||
| Accrual balance at March 31, 2026 | $ | 126 | $ | — | $ | 126 | |||||||||||
8. DEBT
The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
1.60%, Euro-denominated senior notes, due 2028 (net of $1 and $1 unamortized issuance costs, respectively) | $ | 574 | $ | 586 | |||||||
4.35%, senior notes, due 2029 (net of $0 and $1 unamortized issuance costs, respectively) | — | 265 | |||||||||
4.650%, senior notes, due 2029 (net of $3 and $3 unamortized issuance costs, respectively) | 398 | 398 | |||||||||
3.25%, senior notes, due 2032 (net of $3 and $4 unamortized issuance costs and $2 and $2 discount, respectively) | 712 | 711 | |||||||||
5.150%, senior notes, due 2034 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively) | 511 | 511 | |||||||||
4.25%, Euro-denominated senior notes, due 2036 (net of $6 and $6 unamortized issuance costs and $2 and $2 discount, respectively) | 855 | 872 | |||||||||
4.40%, senior notes, due 2046 (net of $2 and $3 unamortized issuance costs and $1 and $1 discount, respectively) | 297 | 296 | |||||||||
5.40%, senior notes, due 2049 (net of $3 and $3 unamortized issuance costs and $1 and $1 discount, respectively) | 346 | 346 | |||||||||
3.10%, senior notes, due 2051 (net of $14 and $15 unamortized issuance costs and $28 and $28 discount, respectively) | 1,458 | 1,457 | |||||||||
4.15%, senior notes, due 2052 (net of $10 and $10 unamortized issuance costs and $2 and $2 discount, respectively) | 988 | 988 | |||||||||
5.750%, senior notes, due 2054 (net of $6 and $6 unamortized issuance costs and $3 and $3 discount, respectively) | 541 | 541 | |||||||||
6.875%, fixed-to-fixed reset rate junior subordinated notes, due 2054 (net of $6 and $6 unamortized issuance costs, respectively) | 494 | 494 | |||||||||
| Finance leases and other | 104 | 86 | |||||||||
| Sub-total | 7,278 | 7,551 | |||||||||
Spin-Off Debt: 6.125% Senior Notes due 2031 (net of $11 and $0 unamortized issuance costs, respectively) | 789 | — | |||||||||
Spin-Off Debt: 6.375% Senior Notes due 2034 (net of $12 and $0 unamortized issuance costs, respectively) | 788 | — | |||||||||
Spin-Off Debt: Term Loan A, due 2031 (net of $5 and $0 unamortized issuance costs, respectively) | 495 | — | |||||||||
| Total debt | 9,350 | 7,551 | |||||||||
| Less: current portion | (102) | (81) | |||||||||
| Long-term debt | $ | 9,248 | $ | 7,470 | |||||||
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Credit Agreement
Aptiv PLC and its wholly-owned subsidiaries Aptiv LLC (formerly known as Aptiv Corporation) and Aptiv Global Financing Designated Activity Company (“AGF DAC”) entered into a credit agreement (the “Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). AGF DAC and Aptiv LLC are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by each of the other borrowers, Aptiv PLC and Aptiv Swiss Holdings Limited, a wholly-owned subsidiary of the Company (“Aptiv Swiss Holdings”).
The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on March 31, 2025 (the “March 2025 amendment”). The March 2025 amendment, among other things, (1) refinanced and replaced the revolver with a new five-year revolving credit facility with aggregate commitments of $2 billion, and (2) removed provisions from the June 2021 amendment for sustainability-linked rate adjustments. The Revolving Credit Facility matures on March 31, 2030. The Credit Agreement also contains an uncommitted accordion feature that permits Aptiv to increase, from time to time, on customary terms and conditions, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent. Borrowings under the Credit Agreement are revolving in nature and may be made and prepaid from time to time at Aptiv’s option without premium or penalty, in accordance with the terms and conditions of the Credit Agreement. The March 2025 amendment also required that Aptiv pay amendment fees of $5 million during the three months ended March 31, 2025, which are reflected as a financing activity in the consolidated statements of cash flows.
As of March 31, 2026, Aptiv had no amounts outstanding under the Revolving Credit Facility and approximately $2 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) Secured Overnight Financing Rate (“SOFR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The rates under the Credit Agreement on the specified dates are set forth below:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| SOFR plus | ABR plus | SOFR plus | ABR plus | ||||||||||||||||||||
| Revolving Credit Facility | 1.125 | % | 0.125 | % | 1.125 | % | 0.125 | % | |||||||||||||||
The Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR and changes in the Company’s corporate credit ratings. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on certain letter of credit issuance and fronting fees.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement).
The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2026.
Term Loan A Credit Agreement
On August 19, 2024, Aptiv PLC and its wholly-owned subsidiaries AGF DAC and Aptiv LLC entered into a senior unsecured term loan A credit agreement (the “Term Loan A Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as Administrative Agent, under which it maintained a senior unsecured credit facility consisting of a term loan (the “Term Loan A”) in aggregate principal amount of $600 million.
During the fourth quarter of 2024, the Company repaid $350 million of the outstanding principal balance on the Term Loan A, utilizing cash on hand. During the first quarter of 2025, the Company fully repaid the remaining outstanding principal balance of $250 million on the Term Loan A utilizing cash on hand, and recognized a loss on debt extinguishment of approximately $2 million during the three months ended March 31, 2025 within other expense, net in the consolidated statements of operations.
18
The Term Loan A had a maturity date of August 19, 2027. Prior to its repayment, borrowings under the Term Loan A Credit Agreement were prepayable at Aptiv’s option without premium or penalty. No principal payment was required until the maturity date.
On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60% Euro-denominated senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2016 Euro-denominated Senior Notes were priced at 99.881% of par, resulting in a yield to maturity of 1.611%. The proceeds, together with proceeds from the 2016 Senior Notes described below, were utilized to redeem $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $4 million of issuance costs in connection with the 2016 Euro-denominated Senior Notes. Interest is payable annually on September 15. The Company has designated the 2016 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.
On September 20, 2016, Aptiv PLC issued $300 million in aggregate principal amount of 4.40% senior unsecured notes due 2046 (the “2016 Senior Notes”) in a transaction registered under the Securities Act. The 2016 Senior Notes were priced at 99.454% of par, resulting in a yield to maturity of 4.433%. The proceeds, together with proceeds from the 2016 Euro-denominated Senior Notes, were utilized to redeem $800 million of 5.00% senior unsecured notes due 2023. Aptiv incurred approximately $3 million of issuance costs in connection with the 2016 Senior Notes. Interest is payable semi-annually on April 1 and October 1 of each year to holders of record at the close of business on March 15 or September 15 immediately preceding the interest payment date.
On March 14, 2019, Aptiv PLC issued $650 million in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $300 million of 4.35% senior unsecured notes due 2029 (the “4.35% Senior Notes”) and $350 million of 5.40% senior unsecured notes due 2049 (the “5.40% Senior Notes”) (collectively, the “2019 Senior Notes”). The 4.35% Senior Notes were priced at 99.879% of par, resulting in a yield to maturity of 4.365%, and the 5.40% Senior Notes were priced at 99.558% of par, resulting in a yield to maturity of 5.430%. The proceeds were utilized to redeem $650 million of 3.15% senior unsecured notes due 2020. Aptiv incurred approximately $7 million of issuance costs in connection with the 2019 Senior Notes. Interest on the 2019 Senior Notes is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date. In February 2026, Aptiv redeemed for cash the entire $266 million aggregate principal amount outstanding of the 4.35% Senior Notes for cash consideration of approximately $276 million, inclusive of accrued interest through the repayment date, utilizing cash on hand. As a result of the redemption of the 4.35% Senior Notes, Aptiv recognized a loss on debt extinguishment of approximately $5 million during the three months ended March 31, 2026, within other expense, net in the consolidated statements of operations.
On November 23, 2021, Aptiv PLC issued $1.5 billion in aggregate principal amount of 3.10% senior unsecured notes due 2051 (the “2021 Senior Notes”) in a transaction registered under the Securities Act. The 2021 Senior Notes were priced at 97.814% of par, resulting in a yield to maturity of 3.214%. Aptiv incurred approximately $17 million of issuance costs in connection with the 2021 Senior Notes. Interest on the 2021 Senior Notes is payable semi-annually on June 1 and December 1 of each year (commencing on June 1, 2022) to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date. On December 27, 2021, Aptiv PLC entered into a supplemental indenture to add AGF DAC as a joint and several co-issuer of the 2021 Senior Notes effective as of the date of issuance. The proceeds from the 2021 Senior Notes were primarily utilized to redeem $700 million of 4.15% senior unsecured notes due 2024 and $650 million of 4.25% senior unsecured notes due 2026.
On February 18, 2022, Aptiv PLC and Aptiv LLC together issued $2.5 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $700 million of 2.396% senior unsecured notes due 2025 (the “2.396% Senior Notes”), $800 million of 3.25% senior unsecured notes due 2032 (the “3.25% Senior Notes”) and $1.0 billion of 4.15% senior unsecured notes due 2052 (the “4.15% Senior Notes”) (collectively, the “2022 Senior Notes”). The 2022 Senior Notes are guaranteed by AGF DAC. The 2.396% Senior Notes were priced at 100% of par, resulting in a yield to maturity of 2.396%; the 3.25% Senior Notes were priced at 99.600% of par, resulting in a yield to maturity of 3.297%; and the 4.15% Senior Notes were priced at 99.783% of par, resulting in a yield to maturity of 4.163%. On or after February 18, 2023, the 2.396% Senior Notes may be optionally redeemed at a price equal to their principal amount plus accrued and unpaid interest thereon. The proceeds from the 2022 Senior Notes were utilized to fund a portion of the cash consideration payable in connection with the acquisition of Wind River. In September 2024, Aptiv redeemed for cash the entire $700 million aggregate principal amount outstanding of the 2.396% Senior Notes, financed by the proceeds received from the issuance of the 2024 Senior Notes and 2024 Junior Notes, as defined below.
19
Aptiv incurred approximately $22 million of issuance costs in connection with the 2022 Senior Notes. Interest on the 2.396% Senior Notes, 3.25% Senior Notes and 4.15% Senior Notes is payable semi-annually on February 18 and August 18 (commencing August 18, 2022), March 1 and September 1 (commencing September 1, 2022) and May 1 and November 1 (commencing May 1, 2022), respectively, of each year to holders of record at the close of business on February 3 or August 3, February 15 or August 15, April 15 or October 15, respectively, immediately preceding the interest payment date.
On June 11, 2024, Aptiv PLC and AGF DAC together issued €750 million in aggregate principal amount of 4.25% Euro-denominated senior unsecured notes due 2036 (the “2024 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2024 Euro-denominated Senior Notes were priced at 99.723% of par, resulting in a yield to maturity of 4.28%. The 2024 Euro-denominated Senior Notes are guaranteed by Aptiv LLC. The proceeds were initially invested in short-term investments and subsequently utilized to redeem €700 million in aggregate principal amount of 1.50% Euro-denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”). Aptiv incurred approximately $7 million of issuance costs in connection with the 2024 Euro-denominated Senior Notes. Interest is payable annually on June 11. The Company has designated the 2024 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries beginning in December 2024 upon redeeming the 2015 Euro-denominated Senior Notes. Refer to Note 14. Derivatives and Hedging Activities for further information.
On September 13, 2024, Aptiv PLC and AGF DAC together issued $1.65 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $550 million of 4.650% senior unsecured notes due 2029 (the “4.650% Senior Notes”), $550 million of 5.150% senior unsecured notes due 2034 (the “5.150% Senior Notes”) and $550 million of 5.750% senior unsecured notes due 2054 (the “5.750% Senior Notes”) (collectively, the “2024 Senior Notes”). The 2024 Senior Notes are guaranteed by Aptiv LLC. The 4.650% Senior Notes were priced at 99.912% of par, resulting in a yield to maturity of 4.670%; the 5.150% Senior Notes were priced at 99.768% of par, resulting in a yield to maturity of 5.180%; and the 5.750% Senior Notes were priced at 99.476% of par, resulting in a yield to maturity of 5.787%. The proceeds from the 2024 Senior Notes, together with the proceeds from the 2024 Junior Notes, as described below, were utilized to repay a portion of the Bridge Credit Agreement and to redeem the 2.396% Senior Notes, as described above. Aptiv incurred approximately $16 million of issuance costs in connection with the 2024 Senior Notes. Interest on the 2024 Senior Notes is payable semi-annually on March 13 and September 13 (commencing March 13, 2025) of each year to holders of record at the close of business on February 26 or August 29, immediately preceding the interest payment date. In April 2026, Aptiv redeemed for cash the entire $401 million aggregate principal amount outstanding of the 4.650% Senior Notes for cash consideration of approximately $411 million, inclusive of accrued interest through the repayment date, utilizing proceeds from the cash distribution received from Versigent in connection with the Separation, as described below, and will recognize a loss on debt extinguishment of approximately $11 million in the second quarter of 2026.
On March 6, 2026, Aptiv Swiss Holdings commenced a cash tender offer (“Tender Offer”) to purchase certain amounts of its outstanding 3.25% Senior Notes, 5.150% Senior Notes, 5.750% Senior Notes, 5.40% Senior Notes, 2016 Senior Notes, 4.15% Senior Notes and the 2021 Senior Notes (the “Notes”) for aggregate consideration of up to $1,371 million, exclusive of any accrued interest through the payment date of the Notes, subject to the satisfaction of certain terms and conditions of the Tender Offer. Pursuant to the Tender Offer, on April 7, 2026, the Company redeemed $1,446 million aggregate principal amount of certain senior notes for cash consideration of approximately $1,377 million, inclusive of accrued interest through the repayment date, utilizing proceeds from the cash distribution received from Versigent in connection with the Separation, as described below, and will recognize a gain on debt extinguishment of approximately $59 million in the second quarter of 2026.
Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. In February 2022, Aptiv LLC and AGF DAC were added as guarantors on each series of outstanding senior notes previously issued by Aptiv PLC. The guarantees rank equally in right of payment with all of the guarantors’ existing and future senior indebtedness, are effectively subordinated to any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor. As of March 31, 2026, the Company was in compliance with the provisions of all series of the outstanding senior notes.
Junior Subordinated Unsecured Notes
On September 13, 2024, Aptiv PLC and AGF DAC together issued $500 million in aggregate principal amount of 6.875% fixed-to-fixed reset rate junior subordinated unsecured notes due 2054 (the “2024 Junior Notes”) in a transaction registered under the Securities Act. The 2024 Junior Notes are guaranteed by Aptiv LLC, and are subordinate in rank to all of Aptiv’s senior indebtedness. Aptiv incurred approximately $7 million of issuance costs in connection with the 2024 Junior Notes.
20
The 2024 Junior Notes bear interest from and including September 13, 2024 to, but excluding, December 15, 2029, at an annual rate of 6.875%, and from and including, December 15, 2029, during each interest reset period at an annual interest rate equal to the Five-Year Treasury rate, as contractually defined in the applicable indenture, as of the most recent reset interest determination date, plus 3.385%. Interest on the 2024 Junior Notes is payable semi-annually on June 15 and December 15 (commencing June 15, 2025).
Interest payments on the 2024 Junior Notes may be deferred on one or more occasions, from time to time, for up to 20 consecutive semi-annual interest payment periods. During any optional deferral period, interest on the 2024 Junior Notes will continue to accrue at the then-applicable interest rate on the 2024 Junior Notes. In addition, during any optional deferral period, interest on the deferred interest will accrue at the then-applicable interest rate on the 2024 Junior Notes, compounded semi-annually, to the extent permitted by applicable law.
During any period in which interest payments on the 2024 Junior Notes are deferred, Aptiv may not (i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on, any shares of its capital stock; (ii) make any principal, interest or premium payments on, or repay, purchase or redeem any of its debt securities that are equal in right of payment with, or subordinated to, the 2024 Junior Notes; or (iii) make payments on any guarantees equal in right of payment with, or subordinated to, the 2024 Junior Notes, in each case subject to certain limited exceptions.
Aptiv may redeem the 2024 Junior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 Junior Notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date on any day in the period commencing on the date falling 90 days prior to the first reset date and ending on and including the first reset date and, after the first reset date, on any interest payment date. Aptiv also has the option to redeem the 2024 Junior Notes in whole, but not in part, at 102% of their principal amount, plus any accrued and unpaid interest thereon, if a rating agency makes certain changes in the equity credit criteria for securities such as the 2024 Junior Notes.
The indenture for the 2024 Junior Notes does not contain any restrictive covenants on the payments of dividends (except during the aforementioned deferral period), the making of investments, the incurrence of indebtedness or the purchase or prepayment, except, with respect to securities that rank equally with or junior to the 2024 Junior Notes in right of payment during the aforementioned deferral period, of securities by Aptiv or its subsidiaries. The guarantees on the indenture governing the 2024 Junior Notes ranks junior and subordinate in right of payment with all of the guarantors’ existing and future senior indebtedness, any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor. As of March 31, 2026, the Company was in compliance with the provisions of all of the outstanding 2024 Junior Notes.
Indebtedness Related to the Versigent Separation
Versigent, a wholly-owned subsidiary of Aptiv as of March 31, 2026, was formed in connection with the Separation as a holding company to directly or indirectly own substantially all of the operating subsidiaries of the Electrical Distribution Systems business and to issue debt. Cyprium Corporation (“Cyprium U.S.”), a wholly-owned U.S. subsidiary of the Company, and Cyprium Holdings Luxembourg S.a.r.l. (“Cyprium Luxembourg”), a wholly-owned Luxembourg subsidiary of the Company, both of which became wholly-owned subsidiaries of Versigent upon completion of the Separation, were also formed for similar purposes.
Spin-Off Credit Agreement
In November 2025, Versigent, Cyprium U.S. and Cyprium Luxembourg entered into a credit agreement (the “Spin-Off Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, with respect to $1.35 billion in senior secured credit facilities. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Spin-Off Term Loan A Facility”) and an $850 million five-year senior secured revolving credit facility (the “Spin-Off Revolving Credit Facility”) (collectively, the “Spin-Off Credit Facilities”) with the lenders party thereto and JPMorgan Chase Bank, N.A., which was subsequently amended on March 25, 2026. Approximately $14 million of issuance costs were incurred in connection with the Spin-Off Credit Facilities. The loans available under the Spin-Off Term Loan A Facility were fully drawn as of March 31, 2026. No amounts were drawn under the Spin-Off Revolving Credit Facility as of March 31, 2026.
Cyprium U.S. and Cyprium Luxembourg are each borrowers under the Spin-Off Credit Agreement, under which borrowings are guaranteed by Versigent and certain of its subsidiaries. Additional subsidiaries of Versigent may be added as co-borrowers or guarantors under the Spin-Off Credit Agreement from time to time on the terms and conditions set forth in the Spin-Off Credit Agreement. The obligations of each borrower under the Spin-Off Credit Agreement are jointly and severally guaranteed by each other borrower and by certain of Versigent’s existing and future direct and indirect subsidiaries, subject to certain exceptions customary for financings of this type. All obligations of the borrowers and the guarantors are secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock in Cyprium U.S. and Cyprium Luxembourg.
21
Spin-Off Unsecured Senior Notes
On March 18, 2026, Cyprium U.S. and Cyprium Luxembourg (the “Co-Issuers”) issued $1.6 billion in aggregate principal amount of senior unsecured notes in a transaction exempt from registration under the U.S. Securities Act of 1933, as amended, consisting of $800 million aggregate principal amount of 6.125% senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of 6.375% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Spin-Off Senior Notes”). The 2031 Senior Notes were priced at 100% of par, resulting in a yield to maturity of 6.125%; and the 2034 Senior Notes were priced at 100% of par, resulting in a yield to maturity of 6.375%. Interest on the Spin-Off Senior Notes is payable semi-annually on April 15 and October 15 of each year. From the date of the Separation, the Spin-Off Senior Notes were guaranteed, jointly and severally, on an unsecured basis, by each of Versigent’s current and future subsidiaries that guarantee the Spin-Off Credit Facilities, as described above. Aptiv incurred approximately $23 million of issuance costs in connection with the Spin-Off Senior Notes offering.
The Co-Issuers used the proceeds from the Spin-Off Senior Notes, together with the proceeds from borrowings under the Spin-Off Term Loan A Facility, to provide funding to Versigent, which Versigent used to pay a cash distribution to Aptiv as described more fully below, with remaining proceeds to be used for general corporate purposes.
Distribution to Aptiv and Completion of Separation
The Company received an initial cash distribution of approximately $1.9 billion from Versigent in connection with the Separation. 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 above. On April 1, 2026, the Versigent Debt was transferred to Versigent. Accordingly, the Versigent debt is no longer reflected in the Company’s consolidated financial statements beginning April 1, 2026. The Company used the proceeds received from the cash distribution to redeem the 4.650% Senior Notes and settle the Tender Offer, as described above.
Other Financing
Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This facility became effective on January 1, 2021 and had an initial term of three years, and was renewed for an additional three-year term, effective November 2023, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the new three-year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month SOFR plus 0.68%, with borrowings under either denomination carrying a minimum interest rate of 0.20%. As of March 31, 2026 and December 31, 2025, Aptiv had no amounts outstanding under the European accounts receivable factoring facility.
Finance leases and other—As of March 31, 2026 and December 31, 2025, approximately $104 million and $86 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.
Interest—Cash paid for interest related to debt outstanding totaled $71 million and $83 million for the three months ended March 31, 2026 and 2025, respectively.
Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $3 million outstanding through other letter of credit facilities as of March 31, 2026 and December 31, 2025, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.
9. PENSION BENEFITS
Certain of Aptiv’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Aptiv’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Aptiv has defined benefit plans in South Korea and Turkey for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Aptiv sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation prior to September 30, 2008 and were still U.S. executives of the Company on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over five years after an involuntary or voluntary separation from Aptiv. The SERP is closed to new members.
22
The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2026 and 2025:
| Non-U.S. Plans | U.S. Plans | ||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Service cost | $ | 6 | $ | 5 | $ | — | $ | — | |||||||||||||||
| Interest cost | 12 | 10 | — | — | |||||||||||||||||||
| Expected return on plan assets | (5) | (4) | — | — | |||||||||||||||||||
| Curtailment loss | 4 | — | — | — | |||||||||||||||||||
| Net periodic benefit cost | $ | 17 | $ | 11 | $ | — | $ | — | |||||||||||||||
Other postretirement benefit obligations were approximately $1 million at March 31, 2026 and December 31, 2025.
10. COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
Aptiv is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Aptiv that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Aptiv. With respect to warranty matters, although Aptiv cannot ensure that the future costs of warranty claims by customers will not be material, Aptiv believes its established reserves are adequate to cover potential warranty settlements.
Environmental Matters
Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of March 31, 2026 and December 31, 2025, the undiscounted reserve for environmental investigation and remediation recorded in other liabilities was approximately $4 million. Aptiv cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Aptiv’s results of operations could be materially affected. At March 31, 2026, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.
11. INCOME TAXES
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Global economic conditions and geopolitical factors are difficult to predict and may cause fluctuations in our expected results of operations for the year, which could create volatility in our annual expected effective income tax rate. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
23
The Company’s income tax expense and effective tax rates for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (dollars in millions) | |||||||||||
| Income tax expense | $ | 81 | $ | 356 | |||||||
| Effective tax rate | 28 | % | 100 | % | |||||||
The Company’s tax rate is affected by the fact that its parent entity is a Swiss resident taxpayer, the tax rates in Switzerland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.
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.
Aptiv PLC is a Swiss resident taxpayer and not a domestic corporation for U.S. federal income tax purposes. As such, it is not subject to U.S. tax on remitted foreign earnings and, as a result of its capital structure, is also generally not subject to Swiss tax on the repatriation of foreign earnings.
Cash paid or withheld for income taxes was $144 million and $58 million for the three months ended March 31, 2026 and 2025, respectively.
On December 18, 2025, the Swiss Council of States passed a motion preventing the retroactive application of the Organisation for Economic Co-operation and Development (the “OECD”) 2025 Guidance on the Model Rules, as defined below. While this development has no immediate impact on Aptiv’s tax position, we will continue to monitor potential implications for the recoverability of our Swiss deferred tax assets associated with our Swiss tax incentive.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes changes to U.S. tax law that were applicable to Aptiv beginning in 2025, with additional provisions applying in subsequent years. Included in these changes are favorable adjustments to deductions for interest, qualified property, and research and development expenditures, as well as reforms to the international tax framework. The OBBBA will not have a material impact on the Company’s consolidated financial statements.
On January 15, 2025, the OECD released Administrative Guidance (the “Guidance”) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rules”) which amends the Pillar Two Framework (the “Framework”) previously adopted by the European Union (the “E.U.”) Member States on December 15, 2022. Jurisdictions that have adopted the Framework, which generally provides for a minimum effective tax rate of 15%, as established by the OECD, may implement and administer their domestic laws consistent with the Model Rules and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit carryforwards for purposes of the global minimum tax established under the Framework. As a result, 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. No other deferred tax assets are impacted by the Guidance.
12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income (loss) attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the three months ended March 31, 2025, the impact of the Company’s share-based compensation plans were anti-dilutive and an insignificant number of underlying ordinary shares were excluded from the diluted net income (loss) per share calculation. For all other periods presented, the calculation of net income (loss) per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.
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Weighted Average Shares
The following table illustrates net income (loss) per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted income (loss) per share:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions, except per share data) | |||||||||||
| Numerator: | |||||||||||
| Net income (loss) attributable to Aptiv | $ | 189 | $ | (11) | |||||||
| Denominator: | |||||||||||
| Weighted average ordinary shares outstanding, basic | 212.91 | 230.16 | |||||||||
| Dilutive shares related to restricted stock units | 0.89 | — | |||||||||
| Weighted average ordinary shares outstanding, including dilutive shares | 213.80 | 230.16 | |||||||||
| Net income (loss) per share attributable to Aptiv: | |||||||||||
| Basic | $ | 0.89 | $ | (0.05) | |||||||
| Diluted | $ | 0.88 | $ | (0.05) | |||||||
Share Repurchase Programs
In July 2024, the Board of Directors authorized a share repurchase program of up to $5.0 billion of ordinary shares, which commenced in August 2024 following completion of the Company’s $2.0 billion January 2019 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions (which may include derivative transactions, including an accelerated share repurchase program (“ASR”)), depending on share price, market conditions and other factors, as determined by the Company.
As part of the Company’s share repurchase program, on August 1, 2024, the Company entered into ASR agreements with each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”). Under the terms of the ASR Agreements, on August 2, 2024, the Company made an aggregate payment of $3.0 billion and received initial deliveries of approximately 30.8 million ordinary shares with a value of $2.25 billion, which were retired immediately.
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.
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.
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.
25
13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three months ended March 31, 2026 and 2025 are shown below:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Foreign currency translation adjustments: | |||||||||||
Balance at beginning of period | $ | (741) | $ | (1,036) | |||||||
Aggregate adjustment for the period (1) | (66) | 101 | |||||||||
| Balance at end of period | (807) | (935) | |||||||||
| Gains (losses) on derivatives: | |||||||||||
Balance at beginning of period | 115 | (121) | |||||||||
Other comprehensive income before reclassifications (net tax effect of $(4) and $(11)) | 24 | 61 | |||||||||
Reclassification to income (net tax effect of $6 and $(3)) | (36) | 1 | |||||||||
| Balance at end of period | 103 | (59) | |||||||||
| Pension and postretirement plans: | |||||||||||
| Balance at beginning of period | (15) | (13) | |||||||||
Other comprehensive income before reclassifications (nil net tax effect for all periods presented) | (1) | — | |||||||||
| Balance at end of period | (16) | (13) | |||||||||
| Unrealized gains (losses) on available-for-sale debt securities: | |||||||||||
| Balance at beginning of period | — | (4) | |||||||||
Other comprehensive income before reclassifications (nil net tax effect for all periods presented) (2) | 1 | — | |||||||||
| Balance at end of period | 1 | (4) | |||||||||
| Accumulated other comprehensive loss, end of period | $ | (719) | $ | (1,011) | |||||||
(1)Includes gains of $30 million and losses of $50 million for the three months ended March 31, 2026 and 2025, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.
(2)Represents change in fair value for the Company’s investments in StradVision, Inc. (“StradVision”), prior to the conversion of the Company’s existing preferred shares in StradVision into common shares during the fourth quarter of 2025, and MAXIEYE Automotive Technology (Ningbo) Co., Ltd (“Maxieye”), both of which are foreign currency-denominated investments. Refer to Note 15. Fair Value of Financial Instruments and Note 21. Investments in Affiliates for additional information.
26
Reclassifications from accumulated other comprehensive income (loss) to income for the three months ended March 31, 2026 and 2025 were as follows:
14. DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges
Aptiv is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Aptiv aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Aptiv enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Aptiv assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.
As of March 31, 2026, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:
| Commodity | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in thousands) | (in millions) | ||||||||||||||||
| Copper | 87,976 | pounds | $ | 500 | |||||||||||||
| Foreign Currency | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in millions) | |||||||||||||||||
| Mexican Peso | 28,654 | MXN | $ | 1,580 | |||||||||||||
| Chinese Yuan Renminbi | 2,550 | RMB | $ | 370 | |||||||||||||
| Polish Zloty | 795 | PLN | $ | 215 | |||||||||||||
| Hungarian Forint | 24,910 | HUF | $ | 75 | |||||||||||||
| British Pound | 76 | GBP | $ | 100 | |||||||||||||
As of March 31, 2026, Aptiv has entered into derivative instruments to hedge cash flows extending out to March 2028.
27
Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net gains on cash flow hedges included in accumulated OCI as of March 31, 2026 were $151 million (approximately $128 million, net of tax). Of this total, approximately $121 million of gains are expected to be included in cost of sales within the next 12 months and approximately $30 million of gains are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Aptiv determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.
Net Investment Hedges
The Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including foreign currency forward contracts and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries. The gains or losses on instruments designated as net investment hedges are recognized within OCI to offset changes in the value of the net investment in these foreign currency-denominated operations. Gains and losses reported in accumulated OCI are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. Cash flows from derivatives designated as net investment hedges are classified as investing activities within the consolidated statements of cash flows.
The Company has entered into a series of forward contracts, each of which have been designated as net investment hedges of the foreign currency exposure of the Company’s investments in certain Chinese Yuan Renminbi (“RMB”)-denominated subsidiaries. During the three months ended March 31, 2026 and 2025, the Company paid $2 million and received $5 million, respectively, at settlement related to forward contracts that matured during the respective period. In March 2026, the Company entered into forward contracts with a total notional amount of 700 million RMB (approximately $100 million, using foreign currency rates on the trade date), which mature in June 2026. Refer to the tables below for details of the fair value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of operations and consolidated statements of comprehensive income related to these derivative instruments.
The Company has designated the €750 million 2024 Euro-denominated Senior Notes and the €500 million 2016 Euro-denominated Senior Notes as net investment hedges of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to changes in the value of the Euro-denominated debt instruments designated as net investment hedges, during the three months ended March 31, 2026 and 2025, $30 million of gains and $50 million of losses, respectively, were recognized within the cumulative translation adjustment component of OCI. Included in accumulated OCI related to these net investment hedges were cumulative losses of $63 million and $93 million as of March 31, 2026 and December 31, 2025, respectively.
Derivatives Not Designated as Hedges
In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other expense, net and cost of sales in the consolidated statements of operations.
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Fair Value of Derivative Instruments in the Balance Sheet
The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2026 and December 31, 2025 are as follows:
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | March 31, 2026 | Balance Sheet Location | March 31, 2026 | March 31, 2026 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | 51 | Accrued liabilities | $ | — | |||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | 76 | 8 | $ | 68 | ||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | 16 | Other long-term liabilities | — | |||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term assets | 11 | Other long-term assets | 3 | 8 | ||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | 154 | $ | 11 | |||||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | December 31, 2025 | Balance Sheet Location | December 31, 2025 | December 31, 2025 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | 63 | Accrued liabilities | $ | — | |||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | 75 | 7 | $ | 68 | ||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | 22 | Other long-term liabilities | — | |||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term assets | 14 | Other long-term assets | 2 | 12 | ||||||||||||||||||||||||
Derivatives designated as net investment hedges: | |||||||||||||||||||||||||||||
| Foreign currency derivatives | Other current assets | — | Accrued liabilities | 1 | |||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | 174 | $ | 10 | |||||||||||||||||||||||||
| Derivatives not designated: | |||||||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | $ | 2 | $ | — | 2 | |||||||||||||||||||||||
| Total derivatives not designated as hedges | $ | 2 | $ | — | |||||||||||||||||||||||||
* Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Aptiv’s derivative financial instruments were in a net asset position as of March 31, 2026 and December 31, 2025.
29
Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income
The pre-tax effects of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three months ended March 31, 2026 and 2025 are as follows:
| Three Months Ended March 31, 2026 | Gain (Loss) Recognized in OCI | Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | 7 | $ | 25 | |||||||
| Foreign currency derivatives | 22 | 17 | |||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | (1) | — | |||||||||
| Total | $ | 28 | $ | 42 | |||||||
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | (5) | |||
| Total | $ | (5) | |||
| Three Months Ended March 31, 2025 | Gain (Loss) Recognized in OCI | Gain (Loss) Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | 32 | $ | 4 | |||||||
| Foreign currency derivatives | 41 | (8) | |||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | (1) | — | |||||||||
| Total | $ | 72 | $ | (4) | |||||||
| Gain Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | 1 | |||
| Total | $ | 1 | |||
The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other expense, net in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.
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15. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements on a Recurring Basis
Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterparties with long-term investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Aptiv also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Aptiv is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Aptiv uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Aptiv generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of March 31, 2026 and December 31, 2025, Aptiv was in a net derivative asset position of $143 million and $166 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.
Available-for-sale debt securities—Investments in available-for-sale debt securities are reported at fair value with changes in the fair value recorded in other comprehensive income. Changes in the fair value of available-for-sale debt securities impact earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized.
As further described in Note 21. Investments in Affiliates, the Company owns an investment in Maxieye, which is classified as an available-for-sale debt security due to the Company’s redemption rights. As of March 31, 2026, the carrying value of this investment was $58 million and is included within other long-term assets in the consolidated balance sheets. The fair value measurement of this investment is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement. As further described in Note 21. Investments in Affiliates, in October 2025, the Company converted its existing preferred shares in StradVision into common shares (the “Conversion”). Prior to the Conversion, the Company classified its investment in StradVision as an available-for-sale debt security due to the Company’s redemption rights. The fair value measurement of this investment prior to the Conversion was based on significant inputs that were not observable in the market, and was therefore classified as a Level 3 measurement.
Refer to Note 21. Investments in Affiliates for further information regarding these investments.
The below table summarizes the cost, cumulative unrealized gains and losses, which includes the accumulated currency translation adjustments for StradVision prior to the Conversion, as described above, and the estimated fair value of Aptiv’s debt securities held as of March 31, 2026 and December 31, 2025:
| Cost basis | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
As of March 31, 2026 | |||||||||||||||||||||||
| Available-for-sale debt securities | $ | 57 | $ | 21 | $ | (19) | $ | 59 | |||||||||||||||
| Total debt securities | $ | 57 | $ | 21 | $ | (19) | $ | 59 | |||||||||||||||
As of December 31, 2025 | |||||||||||||||||||||||
| Available-for-sale debt securities | $ | 57 | $ | 20 | $ | (19) | $ | 58 | |||||||||||||||
| Total debt securities | $ | 57 | $ | 20 | $ | (19) | $ | 58 | |||||||||||||||
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The change in fair value of available-for-sale debt securities classified as a Level 3 measurement for the three months ended March 31, 2026 and 2025 are as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Fair value at beginning of period | $ | 58 | $ | 161 | |||||||
| Additions | — | 11 | |||||||||
| Measurement adjustments | 1 | — | |||||||||
| Fair value at end of period | $ | 59 | $ | 172 | |||||||
There were no impairment charges related to these investments during the three months ended March 31, 2026 and 2025.
As of March 31, 2026 and December 31, 2025, Aptiv had the following assets measured at fair value on a recurring basis:
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of March 31, 2026: | |||||||||||||||||||||||
| Commodity derivatives | $ | 67 | $ | — | $ | 67 | $ | — | |||||||||||||||
| Foreign currency derivatives | 76 | — | 76 | — | |||||||||||||||||||
| Available-for-sale debt securities | 59 | — | — | 59 | |||||||||||||||||||
| Total | $ | 202 | $ | — | $ | 143 | $ | 59 | |||||||||||||||
| As of December 31, 2025: | |||||||||||||||||||||||
| Commodity derivatives | $ | 85 | $ | — | $ | 85 | $ | — | |||||||||||||||
| Foreign currency derivatives | 82 | — | 82 | — | |||||||||||||||||||
| Available-for-sale debt securities | 58 | — | — | 58 | |||||||||||||||||||
| Total | $ | 225 | $ | — | $ | 167 | $ | 58 | |||||||||||||||
As of March 31, 2026 and December 31, 2025, Aptiv had the following liabilities measured at fair value on a recurring basis:
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of March 31, 2026: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Total | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| As of December 31, 2025: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | 1 | $ | — | $ | 1 | $ | — | |||||||||||||||
| Total | $ | 1 | $ | — | $ | 1 | $ | — | |||||||||||||||
Non-derivative financial instruments—Aptiv’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangement, finance leases and other debt issued by Aptiv’s non-U.S. subsidiaries, the Revolving Credit Facility, the Term Loan A, the Versigent Debt and all series of outstanding senior and junior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of March 31, 2026 and December 31, 2025, total debt was recorded at $9,350 million and $7,551 million, respectively, and had estimated fair values of $8,386 million and $6,700 million, respectively. For all other financial instruments recorded at March 31, 2026 and December 31, 2025, fair value approximates book value.
32
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Aptiv also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Financial and nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, intangible assets, equity investments without readily determinable fair values and liabilities for exit or disposal activities measured at fair value upon initial recognition. Aptiv recorded non-cash long-lived asset impairment charges of $7 million during the three months ended March 31, 2026 within cost of sales, primarily related to declines in the fair value of certain fixed assets in connection with a planned site exit. Aptiv recorded non-cash long-lived asset impairment charges of $5 million during the three months ended March 31, 2025 within cost of sales, primarily related to declines in the fair value of certain fixed assets in connection with the consolidation of certain business operations. Fair value of long-lived and other assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, Aptiv has determined that the fair value measurements of long-lived and other assets principally fall in Level 3 of the fair value hierarchy.
16. OTHER INCOME, NET
Other income (expense), net included:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Interest income | $ | 11 | $ | 11 | |||||||
| Loss on extinguishment of debt | (5) | (3) | |||||||||
| (11) | (6) | ||||||||||
| Loss on change in fair value of publicly traded equity securities | — | (2) | |||||||||
| Other, net | 1 | — | |||||||||
| Other expense, net | $ | (4) | $ | — | |||||||
As further described in Note 8. Debt, during the three months ended March 31, 2026, Aptiv redeemed for cash the entire $266 million aggregate principal amount outstanding of the 4.35% Senior Notes, resulting in a loss on debt extinguishment of approximately $5 million.
17. ACQUISITIONS AND DIVESTITURES
The Company had no material business acquisitions or divestitures during the three months ended March 31, 2026.
On April 1, 2026, the Company completed the Separation of its Electrical Distribution Systems business into a new publicly traded company, Versigent. Refer to Note 22. Separation of Electrical Distribution Systems for additional detail.
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.
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18. SHARE-BASED COMPENSATION
Long-Term Incentive Plan
The Aptiv PLC 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was approved by the Company’s shareholders in April 2024, allows for the grant of awards of up to 9,880,000 ordinary shares for long-term compensation. Prior to April 2024, the Company issued awards for long-term compensation under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”). The Company’s long-term incentive plans were designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under its long-term incentive plans in order to align management compensation with Aptiv’s overall business strategy. All of the RSUs granted under both the 2024 LTIP and PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. When applicable, dividend equivalents are paid out in ordinary shares upon vesting of the underlying RSUs. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers.
Board of Director Awards
Aptiv has granted RSUs to the Board of Directors as detailed in the table below:
| Grant Date | RSUs granted | Grant Date Fair Value (1) | Vesting Date | Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| April 2025 | 38,590 | $ | 2 | April 2026 | 41,121 | $ | 2 | 3,653 | ||||||||||||||||||||||||||||||
| April 2024 | 30,497 | $ | 2 | April 2025 | 29,199 | $ | 2 | 1,298 | ||||||||||||||||||||||||||||||
(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.
In addition, in April 2026, Aptiv granted 38,354 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on the date of the grant. The RSUs will vest in April 2027.
Executive Awards
Aptiv has made annual grants of RSUs to its executives each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years. The performance-based RSUs, which make up 60% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 240% (200% prior to 2025) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
| Metric | 2025 - 2026 Grants | 2022 - 2024 Grants | ||||||||||||
| Average return on invested capital (1) | 70% | N/A | ||||||||||||
| Software and adjacent market revenue | 30% | N/A | ||||||||||||
| Relative total shareholder return (2) | (3) | 33% | ||||||||||||
| Average return on net assets (4) | N/A | 33% | ||||||||||||
| Cumulative net income | N/A | 33% | ||||||||||||
(1)Average return on invested capital is measured by tax-affected operating income divided by average invested capital. Average invested capital is measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.
(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
(3)The performance-based RSUs granted in 2025 and thereafter are subject to a performance modifier based on relative total shareholder return, whereby the ultimate payout level of the performance-based RSUs may be adjusted upwards by 20% if relative total shareholder return is in the upper quartile against a comparable measure of competitor and peer group companies or downwards by 20% if in the bottom quartile for the specified trading days of the performance period as defined above. There will be no adjustment if relative total shareholder return is in the middle quartiles.
(4)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
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The details of the annual executive grants were as follows:
| Grant Date | RSUs Granted | Grant Date Fair Value | Time-Based Award Vesting Dates | Performance-Based Award Vesting Date | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| February 2022 | 0.59 | $ | 80 | Annually on anniversary of grant date, 2023 - 2025 | December 31, 2024 | |||||||||||||||||||||
| February 2023 | 0.79 | $ | 99 | Annually on anniversary of grant date, 2024 - 2026 | December 31, 2025 | |||||||||||||||||||||
| February 2024 | 1.12 | $ | 94 | Annually on anniversary of grant date, 2025 - 2027 | December 31, 2026 | |||||||||||||||||||||
| February 2025 | 1.88 | $ | 130 | Annually on anniversary of grant date, 2026 - 2028 | December 31, 2027 | |||||||||||||||||||||
| April 2026 (1) | 1.48 | $ | 90 | Annually on February 28, 2027 - 2029 | December 31, 2028 | |||||||||||||||||||||
(1)Includes only executives that remained with Aptiv following the Separation.
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by a third-party valuation specialist with respect to the portion of the awards subject to relative total shareholder return.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the 2024 LTIP. The Company has also granted additional awards to employees in certain periods under both the PLC LTIP and 2024 LTIP. Any off-cycle grants made to new hires or other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of such grant.
The details of shares issued for vested annual executive grants are as follows:
| Time-Based Awards | Performance-Based Awards | |||||||||||||||||||||||||||||||||||||
| Vesting Date | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| Q1 2026 | 666,811 | $ | 49 | 267,741 | 450,010 | $ | 33 | 190,981 | ||||||||||||||||||||||||||||||
| Q1 2025 | 554,363 | $ | 36 | 224,317 | 138,010 | $ | 9 | 58,518 | ||||||||||||||||||||||||||||||
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Nonvested, January 1, 2026 | 3,737 | $ | 79.10 | ||||||||
| Vested | (665) | $ | 81.09 | ||||||||
| Forfeited | (216) | $ | 74.55 | ||||||||
| Nonvested, March 31, 2026 | 2,856 | $ | 78.98 | ||||||||
Aptiv recognized share-based compensation expense related to these RSUs of $24 million ($21 million, net of tax) and $30 million ($26 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended March 31, 2026 and 2025, respectively. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of March 31, 2026, unrecognized compensation expense on a pre-tax basis of approximately $143 million is anticipated to be recognized over a weighted average period of approximately two years. For each of the three months ended March 31, 2026 and 2025, approximately $34 million and $19 million, respectively, of cash was paid and reflected as a financing activity in the consolidated statements of cash flows related to the tax withholding for vested RSUs.
In the second quarter of 2026, in connection with the Separation, the Company adjusted the number of unvested RSUs with the intention of preserving the intrinsic value of the recipient's awards prior to the Separation.
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19. SEGMENT REPORTING
In connection with the Separation, as further described in Note 22. Separation of Electrical Distribution Systems, in the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems. In the first quarter of 2026, Aptiv renamed its Advanced Safety and User Experience segment to Intelligent Systems and renamed its Engineered Components Group segment to Engineered Components.
Aptiv operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
•Electrical Distribution Systems, which includes a full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures. As described in Note 22. Separation of Electrical Distribution Systems, on April 1, 2026, the Company completed the previously announced Separation of the Electrical Distribution Systems business.
•Engineered Components, which includes connection systems, high-performance interconnects, and cable management and protection solutions that optimize the distribution of power, signal and data for next-generation applications across multiple end markets.
•Intelligent Systems, which includes platforms and modular offerings, such as intelligent sensors, high-performance compute, and advanced software tools and services.
•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for which Aptiv’s chief operating decision maker (“CODM”), who is the Company’s chair and chief executive officer, regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments.
Generally, Aptiv evaluates segment performance based on stand-alone segment net income (loss) before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, Separation costs related to the planned spin-off of the Electrical Distribution Systems business, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions (“Adjusted Operating Income”).
Aptiv’s management, including the CODM, utilizes Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of Aptiv’s operating segments. The CODM regularly evaluates budget-to-actual and period-over-period variances for this metric when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses Adjusted Operating Income in evaluating the operating performance of each segment and as part of determining the compensation of the segment managers and certain other employees.
Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income (loss) attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.
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Included below are sales, significant expenses and operating data for Aptiv’s segments for the three months ended March 31, 2026 and 2025.
| Electrical Distribution Systems | Engineered Components | Intelligent Systems | Eliminations and Other (1) | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2026: | |||||||||||||||||||||||||||||
| Sales from external customers | $ | 2,210 | $ | 1,448 | $ | 1,428 | $ | — | $ | 5,086 | |||||||||||||||||||
| Intersegment revenues | 2 | 209 | 5 | (216) | — | ||||||||||||||||||||||||
| Net sales | $ | 2,212 | $ | 1,657 | $ | 1,433 | $ | (216) | $ | 5,086 | |||||||||||||||||||
| Cost of sales | (1,970) | (1,228) | (1,184) | 216 | (4,166) | ||||||||||||||||||||||||
| Selling, general and administrative | (154) | (161) | (112) | — | (427) | ||||||||||||||||||||||||
| Other segment items (2) | 61 | 3 | 5 | — | 69 | ||||||||||||||||||||||||
| Segment adjusted operating income | $ | 149 | $ | 271 | $ | 142 | $ | — | $ | 562 | |||||||||||||||||||
| Depreciation and amortization | $ | 62 | $ | 113 | $ | 75 | $ | — | $ | 250 | |||||||||||||||||||
| Equity income (loss), net of tax | $ | 4 | $ | — | $ | (17) | $ | — | $ | (13) | |||||||||||||||||||
| Net income attributable to noncontrolling interest | $ | 3 | $ | — | $ | — | $ | — | $ | 3 | |||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | $ | — | $ | (1) | $ | — | $ | — | $ | (1) | |||||||||||||||||||
| Capital expenditures | $ | 66 | $ | 98 | $ | 44 | $ | 11 | $ | 219 | |||||||||||||||||||
| Electrical Distribution Systems | Engineered Components | Intelligent Systems | Eliminations and Other (1) | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2025: | |||||||||||||||||||||||||||||
| Sales from external customers | $ | 2,023 | $ | 1,381 | $ | 1,421 | $ | — | $ | 4,825 | |||||||||||||||||||
| Intersegment revenues | 1 | 200 | 3 | (204) | — | ||||||||||||||||||||||||
| Net sales | $ | 2,024 | $ | 1,581 | $ | 1,424 | $ | (204) | $ | 4,825 | |||||||||||||||||||
| Cost of sales | (1,778) | (1,166) | (1,165) | 204 | (3,905) | ||||||||||||||||||||||||
| Selling, general and administrative | (124) | (148) | (112) | — | (384) | ||||||||||||||||||||||||
| Other segment items (2) | 21 | 7 | 8 | — | 36 | ||||||||||||||||||||||||
| Segment adjusted operating income | $ | 143 | $ | 274 | $ | 155 | $ | — | $ | 572 | |||||||||||||||||||
| Depreciation and amortization | $ | 57 | $ | 112 | $ | 73 | $ | — | $ | 242 | |||||||||||||||||||
| Equity income (loss), net of tax | $ | 5 | $ | — | $ | (15) | $ | — | $ | (10) | |||||||||||||||||||
| Net income attributable to noncontrolling interest | $ | 1 | $ | — | $ | — | $ | — | $ | 1 | |||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | $ | — | $ | (1) | $ | — | $ | — | $ | (1) | |||||||||||||||||||
| Capital expenditures | $ | 28 | $ | 121 | $ | 41 | $ | 7 | $ | 197 | |||||||||||||||||||
(1)Eliminations and Other includes the elimination of inter-segment transactions. Capital expenditures amounts are attributable to corporate administrative and support functions, including corporate headquarters and certain technical centers.
(2)Other segment items represent costs that are not included in Adjusted operating income, such as other acquisitions and portfolio project costs, goodwill and other asset impairments, compensation expense related to acquisitions and Separation costs, as described above in the definition of Adjusted operating income.
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The reconciliations of Segment Adjusted Operating Income to net income (loss) attributable to Aptiv for the three months ended March 31, 2026 and 2025 are as follows:
| Electrical Distribution Systems | Engineered Components | Intelligent Systems | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| For the Three Months Ended March 31, 2026: | |||||||||||||||||||||||
| Segment adjusted operating income | $ | 149 | $ | 271 | $ | 142 | $ | 562 | |||||||||||||||
| Amortization | (1) | (30) | (22) | (53) | |||||||||||||||||||
| Restructuring | (46) | (4) | (12) | (62) | |||||||||||||||||||
| Separation costs | (57) | — | — | (57) | |||||||||||||||||||
| Other acquisition and portfolio project costs | (1) | (3) | (3) | (7) | |||||||||||||||||||
| Asset impairments | (7) | — | — | (7) | |||||||||||||||||||
| Compensation expense related to acquisitions | — | — | (2) | (2) | |||||||||||||||||||
| Net gain on lease terminations | 4 | — | — | 4 | |||||||||||||||||||
| Operating income | 378 | ||||||||||||||||||||||
| Interest expense | (89) | ||||||||||||||||||||||
| Other expense, net | (4) | ||||||||||||||||||||||
| Income before income taxes and equity loss | 285 | ||||||||||||||||||||||
| Income tax expense | (81) | ||||||||||||||||||||||
Equity loss, net of tax | (13) | ||||||||||||||||||||||
| Net income | 191 | ||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 3 | ||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | ||||||||||||||||||||||
| Net income attributable to Aptiv | $ | 189 | |||||||||||||||||||||
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| Electrical Distribution Systems | Engineered Components | Intelligent Systems | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| For the Three Months Ended March 31, 2025: | |||||||||||||||||||||||
| Segment adjusted operating income | $ | 143 | $ | 274 | $ | 155 | $ | 572 | |||||||||||||||
| Amortization | — | (29) | (22) | (51) | |||||||||||||||||||
| Restructuring | (16) | (15) | (6) | (37) | |||||||||||||||||||
| Separation costs | (19) | — | — | (19) | |||||||||||||||||||
| Other acquisition and portfolio project costs | (2) | (2) | (3) | (7) | |||||||||||||||||||
| Asset impairments | — | (5) | — | (5) | |||||||||||||||||||
| Compensation expense related to acquisitions | — | — | (5) | (5) | |||||||||||||||||||
| Operating income | 448 | ||||||||||||||||||||||
| Interest expense | (93) | ||||||||||||||||||||||
| Other expense, net | — | ||||||||||||||||||||||
| Income before income taxes and equity loss | 355 | ||||||||||||||||||||||
| Income tax expense | (356) | ||||||||||||||||||||||
| Equity loss, net of tax | (10) | ||||||||||||||||||||||
| Net loss | (11) | ||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 1 | ||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | ||||||||||||||||||||||
| Net loss attributable to Aptiv | $ | (11) | |||||||||||||||||||||
| Electrical Distribution Systems | Engineered Components | Intelligent Systems | Eliminations and Other (1) | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Balance as of March 31, 2026: | |||||||||||||||||||||||||||||
| Investment in affiliates | $ | 142 | $ | — | $ | 1,276 | $ | — | $ | 1,418 | |||||||||||||||||||
| Total segment assets | $ | 6,108 | $ | 10,376 | $ | 9,846 | $ | (1,127) | $ | 25,203 | |||||||||||||||||||
Balance as of December 31, 2025: | |||||||||||||||||||||||||||||
| Investment in affiliates | $ | 143 | $ | — | $ | 1,288 | $ | — | $ | 1,431 | |||||||||||||||||||
| Total segment assets | $ | 5,575 | $ | 10,236 | $ | 9,213 | $ | (1,611) | $ | 23,413 | |||||||||||||||||||
(1)Eliminations and Other includes corporate assets and the elimination of inter-segment transactions.
20. REVENUE
Refer to Note 2. Significant Accounting Policies for a complete description of the Company’s revenue recognition accounting policy.
Nature of Goods and Services
The principal activity from which the Company generates its revenue is the manufacturing of production parts for OEM customers. Aptiv recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation is satisfied when customers obtain control of the product upon title transfer and not as the product is manufactured or developed.
Although production parts are highly customized with no alternative use, Aptiv does not have an enforceable right to payment as customers have the right to cancel a product program without a notification period. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates and price discounts), as applicable. Customers typically pay for production parts based on customary business practices with payment terms averaging 60 days.
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The Company also generates revenue from the sale of software licenses, post delivery support and maintenance and professional software services. The Company generally recognizes revenue for software licenses and professional software services at a point in time upon delivery or when the services are provided. Revenue from post delivery support and maintenance for software contracts is generally recognized over time on a ratable basis over the contract term. Under certain of these arrangements, timing may differ between revenue recognition and billing.
Disaggregation of Revenue
Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market and by core product line in the following tables for the three months ended March 31, 2026 and 2025. Information concerning geographic market reflects the manufacturing location. In the first quarter of 2026, Aptiv realigned the product lines included in its Intelligent Systems segment into two core product lines: Sensors and Compute, and Software and Services. Prior period amounts have been adjusted retrospectively to reflect the change in core product lines, consistent with the current year presentation.
Revenue by geographic market for the three months ended March 31, 2026 and 2025 is as follows:
| For the Three Months Ended March 31, 2026: | Electrical Distribution Systems | Engineered Components | Intelligent Systems | Eliminations and Other | Total | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||||||||
| North America | $ | 895 | $ | 536 | $ | 593 | $ | (90) | $ | 1,934 | |||||||||||||||||||
| Europe, Middle East and Africa | 510 | 566 | 623 | (52) | 1,647 | ||||||||||||||||||||||||
| Asia Pacific | 740 | 523 | 217 | (69) | 1,411 | ||||||||||||||||||||||||
| South America | 67 | 32 | — | (5) | 94 | ||||||||||||||||||||||||
| Total net sales | $ | 2,212 | $ | 1,657 | $ | 1,433 | $ | (216) | $ | 5,086 | |||||||||||||||||||
| For the Three Months Ended March 31, 2025: | Electrical Distribution Systems | Engineered Components | Intelligent Systems | Eliminations and Other | Total | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||||||||
| North America | $ | 821 | $ | 512 | $ | 536 | $ | (86) | $ | 1,783 | |||||||||||||||||||
| Europe, Middle East and Africa | 514 | 504 | 659 | (51) | 1,626 | ||||||||||||||||||||||||
| Asia Pacific | 636 | 535 | 229 | (63) | 1,337 | ||||||||||||||||||||||||
| South America | 53 | 30 | — | (4) | 79 | ||||||||||||||||||||||||
| Total net sales | $ | 2,024 | $ | 1,581 | $ | 1,424 | $ | (204) | $ | 4,825 | |||||||||||||||||||
Revenue by core product line for the three months ended March 31, 2026 and 2025 are as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Electrical Distribution Systems | $ | 2,212 | $ | 2,024 | |||||||
| Engineered Components | 1,657 | 1,581 | |||||||||
| Sensors and Compute | 1,304 | 1,305 | |||||||||
| Software and Services | 145 | 133 | |||||||||
| Eliminations | (16) | (14) | |||||||||
| Intelligent Systems | 1,433 | 1,424 | |||||||||
| Eliminations | (216) | (204) | |||||||||
| Total net sales | $ | 5,086 | $ | 4,825 | |||||||
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Contract Balances
Contract liabilities solely consist of deferred revenue. As of March 31, 2026 and December 31, 2025, the balance of contract liabilities was $82 million (of which $78 million was recorded in other current liabilities and $4 million was recorded in other long-term liabilities) and $90 million (of which $84 million was recorded in other current liabilities and $6 million was recorded in other long-term liabilities), respectively. The decrease in the contract liabilities balance was primarily driven by $39 million of revenues recognized during the three months ended March 31, 2026 that were included in the contract liability balance as of December 31, 2025, partially offset by cash payments received or due in advance of the performance obligation being satisfied.
Contract assets are primarily comprised of unbilled receivables, which consist of amounts related to the Company’s unconditional right to consideration for completed performance obligations that have not been invoiced. As of March 31, 2026, the balance of contract assets was $180 million (of which $93 million was recorded in other current assets and $87 million was recorded in other long-term assets). As of December 31, 2025, the balance of contract assets was $160 million (of which $68 million was recorded in other current assets and $92 million was recorded in other long-term assets).
Remaining Performance Obligations
For production parts, customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. There are no contracts for production parts outstanding beyond one year. Aptiv does not enter into fixed long-term supply agreements.
As permitted, Aptiv does not disclose information about remaining performance obligations that have original expected durations of one year or less for production parts.
Customer contracts for sales of software and related services are generally represented by a sales contract or purchase order with contract durations typically ranging from one to three years. Remaining performance obligations include contract liabilities and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on the standalone selling price. The value of the transaction price allocated to remaining performance obligations under software and related service contracts as of March 31, 2026 was approximately $168 million. The Company expects to recognize approximately 60% of remaining performance obligations as revenue in the next twelve months, and the remainder thereafter.
Payments to Customers
From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, are capitalized as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of March 31, 2026 and December 31, 2025, Aptiv has recorded $53 million (of which $14 million was classified within other current assets and $39 million was classified within other long-term assets) and $54 million (of which $14 million was classified within other current assets and $40 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.
Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three to five years. There have been no impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $3 million and $2 million for the three months ended March 31, 2026 and 2025, respectively.
21. INVESTMENTS IN AFFILIATES
Equity Method Investments
As part of Aptiv’s operations, it has investments in various non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located primarily in North America, Europe and Asia Pacific. Aptiv’s ownership percentages vary generally from approximately 13% to 50%, with the most significant investment being in Motional AD LLC (“Motional”).
41
Investment in StradVision, Inc.
On October 20, 2025, Aptiv entered into an agreement with 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).
Prior to the Conversion, due to the Company’s redemption rights, the Company’s investment in StradVision was classified as an available-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in fair value recorded in other comprehensive income. The fair value of the available-for-sale debt security on the Conversion date was approximately $149 million. Following the Conversion, Aptiv began accounting for its investment in StradVision under the equity method.
The investment was reclassified to investments in affiliates in the consolidated balance sheets and is included in the Intelligent Systems segment. As of March 31, 2026 and December 31, 2025, the carrying value of the Company’s investment in StradVision was approximately $142 million and $143 million, respectively. As of March 31, 2026 and December 31, 2025, the difference between the amount at which the Company’s investment is carried and the amount of the Company’s share of the underlying equity in net assets of StradVision was approximately $140 million and $137 million, respectively. The basis difference is primarily attributable to equity method goodwill associated with the investment, which is not amortized, and amortizing intangible assets associated with the investment.
Motional Joint Venture Funding and Ownership Restructuring Transactions
On May 30, 2025, Hyundai Motor Group (“Hyundai”) invested approximately $440 million in Motional in exchange for additional common equity interests. Aptiv did not participate in this funding round. This transaction resulted in the dilution of Aptiv’s common equity interest in Motional from approximately 15% as of March 31, 2025 to approximately 13%. As a result of this transaction, the Company recognized a gain of approximately $33 million (approximately $0.15 per diluted share) during the year ended December 31, 2025, within net gain on equity method transactions in the consolidated statements of operations.
As of March 31, 2026, the carrying values of the Company’s common equity and preferred equity investments in Motional were $234 million and $899 million, respectively. As of December 31, 2025, the carrying values of the Company’s common equity and preferred equity investments in Motional were $246 million and $899 million, respectively. These investments are recorded within investment in affiliates in the consolidated balance sheets and included in the Intelligent Systems segment. The Company’s preferred equity investment in Motional was initially measured at fair value, and subsequently accounted for under the measurement alternative in accordance with ASC Topic 321, Investments – Equity Securities, as it does not have a readily determinable fair value.
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.
Technology Investments
The Company has made technology investments in certain non-consolidated affiliates for which Aptiv does not have the ability to exercise significant influence (generally when ownership interest is less than 20%) as described in Note 2. Significant Accounting Policies. Equity investments in non-consolidated affiliates without readily determinable fair values are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. Investments in available-for-sale debt securities are measured at fair value based on significant inputs that are not observable in the market.
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The following is a summary of technology investments, which are classified within other long-term assets in the consolidated balance sheets, as of March 31, 2026 and December 31, 2025:
| Investment Name | Segment | March 31, 2026 | December 31, 2025 | |||||||||||||||||
| (in millions) | ||||||||||||||||||||
| MAXIEYE Automotive Technology (Ningbo) Co., Ltd | Intelligent Systems | $ | 58 | $ | 57 | |||||||||||||||
| Other investments | Various | 8 | 8 | |||||||||||||||||
| Total technology investments | $ | 66 | $ | 65 | ||||||||||||||||
During the year ended December 31, 2025, the Company sold its Valens Semiconductor Ltd. ordinary shares and its Smart Eye AB ordinary shares, both of which were publicly traded equity securities, for net proceeds of approximately $12 million. Aptiv held no investments in publicly traded equity securities as of March 31, 2026 and December 31, 2025.
In September 2024, the Company’s Intelligent Systems segment made an investment totaling approximately 399 million RMB (approximately $57 million, using foreign currency rates on the investment date) in preferred equity of Maxieye, a provider of advanced driver-assistance systems and autonomous driving applications. Due to the Company’s redemption rights, the Company’s investment in Maxieye is classified as an available-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in fair value recorded in other comprehensive income. The Company also agreed to invest an additional 171 million RMB (approximately $25 million, using March 31, 2026 foreign currency rates) in preferred equity of Maxieye, contingent on the achievement of certain technical milestones, which have not yet been met as of March 31, 2026, and the satisfaction of customary closing conditions. As of March 31, 2026, the Company’s investment in Maxieye was recorded at $58 million. Refer to Note 15. Fair Value of Financial Instruments for additional information.
There were no other material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to our investments without readily determinable fair value. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.
22. SEPARATION OF ELECTRICAL DISTRIBUTION SYSTEMS
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.
Versigent began trading on the NYSE under the symbol “VGNT” on April 1, 2026.
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. Versigent financed this cash distribution through the issuance of the Versigent Debt, as described in Note 8. Debt, 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.
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.
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.
Commencing with the second Quarterly Report on Form 10-Q of 2026, the Company will present Versigent as a discontinued operation throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), 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, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East, including the Iran war, and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products, including the ongoing semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the ability of the Company to attract and retain customers. Additional factors 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, including those set forth in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2025. 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. Aptiv 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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:
•Executive Overview
•Consolidated Results of Operations
•Results of Operations by Segment
•Liquidity and Capital Resources
•Off-Balance Sheet Arrangements
•Contingencies and Environmental Matters
•Recently Issued Accounting Pronouncements
•Critical Accounting Estimates
Executive Overview
Our Business
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.
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.
In the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.
In the first quarter of 2026, Aptiv renamed its Advanced Safety and User Experience segment to Intelligent Systems and renamed its Engineered Components Group segment to Engineered Components. In addition, Aptiv realigned the product lines included in its Intelligent Systems segment into two core product lines: Sensors and Compute, and Software and Services. Prior period amounts have been adjusted retrospectively to reflect the change in core product lines, consistent with the current year presentation, throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
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.
Commencing with the second Quarterly Report on Form 10-Q of 2026, the Company will present Versigent as a discontinued operation throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
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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”).
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, including during periods of reduced industry volumes. Accordingly, 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 conditions permit. As we 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, as evidenced by our ongoing restructuring programs focused on the continued rotation of our manufacturing footprint to best cost locations and on reducing our global overhead costs, as described in Note 7. Restructuring to the consolidated financial statements contained herein. We believe our strong balance sheet coupled with our flexible cost structure will position us to capitalize on improvements in OEM production volumes as economic conditions improve.
Trends, Uncertainties and Opportunities
Economic conditions. Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including global and regional economic conditions. Global automotive vehicle production increased 4% from 2024 to 2025 (1% on an AWM basis), reflecting increased vehicle production of 10% in China and 1% in South America, our smallest region, partially offset by declines of 2% in North America and 1% in Europe.
Economic volatility or weakness in North America, Europe, China or, to a lesser extent, South America could result in a significant reduction in automotive sales and production by our customers, which would have an adverse effect on our business, results of operations and financial condition. Global inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our sales and profitability, and this trend has continued in 2026. There is also potential that geopolitical factors could adversely impact the U.S. and other economies, and specifically the automotive sector. In particular, changes to international trade agreements, such as the United States-Mexico-Canada Agreement (the “USMCA”), increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions, or other political pressures have affected and could continue to affect our operations and the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions. Increases in interest rates could also negatively impact automotive production as a result of increased consumer borrowing costs or reduced credit availability. Additionally, economic weakness may result in shifts in the mix of future automotive sales (from vehicles with more content such as luxury vehicles, trucks and sport utility vehicles toward smaller passenger cars). While our diversified customer and geographic revenue base, along with our flexible cost structure, have well positioned us to withstand the impact of industry downturns and benefit from industry upturns, shifts in the mix of global automotive production to higher cost regions or to vehicles with less content could adversely impact our profitability.
Global supply chain disruptions. Global supply chain disruptions have in the past and could in the future lead to interruptions in our production, which could impact our ability to fully meet the vehicle production demands of OEMs at times due to events which are outside our control. For example, as a result of the rapidly evolving trade policies and tariff actions, the uncertainty in the automotive industry has increased, which could adversely affect our business and financial results. We will continue to actively monitor our global supply chain and will seek to aggressively mitigate and minimize the impact of any future disruptions on our business.
In addition, we are carrying critical inventory items and key components, and we continue to procure productive, raw material and non-critical inventory components in order to satisfy our customers’ vehicle production schedules. However, as a result of our customers’ recent production volatility and cancellations, among other things, our balance of productive, raw and component material inventories has increased substantially from customary levels as of March 31, 2026 and December 31, 2025. These changes to the production environment were primarily driven by the global supply chain disruptions that impacted the automotive industry at times during previous years. We continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital. Normally we do not carry inventories of such raw materials in excess of those reasonably required to meet our production and shipping schedules.
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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.
Although the timeline has been extended for the broader transition to more fully software-defined vehicles, as evidenced by certain delays in our OEM customers’ software-defined vehicle investment strategies, we continue to believe we are well-aligned with long-term key industry technology trends and continue to make investments to further develop and grow our product offerings in this space.
We are also continuing to develop market-leading automated driving solutions such as automated driving software, sensing and perception technologies enhanced through artificial intelligence and machine learning, as well as the underlying architecture technologies capable of supporting safety-critical applications. We believe we are well-aligned with industry technology trends that will help to support sustainable future growth in this space and have partnered with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.
In March 2020, we completed a transaction with Hyundai Motor Group (“Hyundai”) to form Motional AD LLC (“Motional”), a joint venture focused on the design, development and commercialization of autonomous driving technologies. Although we believe our strategic partnerships position us well in this evolving market, the timeline for commercially viable autonomous vehicles has extended and remains uncertain, resulting in additional funding requirements for Motional.
In April 2024, Aptiv and Hyundai entered into an agreement to restructure Aptiv’s ownership interest in Motional and for Hyundai to provide additional funding to Motional, eliminating any future funding obligations for Aptiv. These transactions were completed in May 2024 and reduced Aptiv’s common equity interest in Motional from 50% as of December 31, 2023 to approximately 15%. In May 2025, Hyundai provided additional funding to Motional, further reducing Aptiv’s common equity interest in Motional from 15% as of March 31, 2025 to approximately 13%. Refer to Note 21. Investments in Affiliates to the consolidated financial statements contained herein for further information on these transactions.
Evolving technology areas related to the trends of automation, electrification, and digitalization present numerous risks, including high development costs, uncertainty regarding the timing of customer and consumer adoption, increased competition from entrants outside our traditional industries, and evolving regulations, such as the guidance for automated driving systems published by the U.S. Department of Transportation. While we believe we are well-positioned across our markets, the high development cost of various technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our partners, and ultimately there can be no assurance that we will be successful in our efforts to develop these technologies.
Key growth regions. We believe our strong global presence has positioned us to generate strong growth rates over the long-term. We continue to expand our established presence in key growth regions, positioning us to benefit from the expected long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with OEMs in key growth regions to continue expanding our worldwide leadership. We believe that our presence in best cost countries positions us to realize incremental margin improvements as the global balance of automotive production shifts towards these key growth regions. In addition, we continue to build upon our extensive geographic reach, enabled by our leadership in the automotive market, to capitalize on opportunities in key growth markets, including aerospace and defense, telecom and datacom, and diversified industries.
We have a strong local presence in China, including a major manufacturing base and well-established customer relationships. Each of our business segments have operations and sales in China. There have been periods of increased market volatility and moderations in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced. Automotive production in China experienced growth of 10% in 2025, which follows growth of 4% in 2024. Despite the market volatility and moderation in the level of economic growth in China, rising income levels in China and other key growth markets are expected to result in stronger growth rates in these markets over the long-term.
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Our business in China remains sensitive to economic and market conditions that impact automotive sales volumes in China and may be affected if the pace of growth slows as the Chinese market matures or if there are reductions in vehicle demand in China. Our business in China may also be impacted by the expanding market share of domestic Chinese OEMs in the China market, which has led to declines in revenue and market share of non-Chinese OEMs, resulting in certain traditional OEMs taking steps to reduce or restructure their operations in China. However, we continue to believe this market will benefit from long-term demand for new vehicles and stringent governmental regulation driving increased vehicle content, including accelerated demand for electrified vehicles.
Market driven products. Our product offerings satisfy our customers’ needs to meet increasingly stringent government regulations and meet consumer preferences for products that address the trends of automation, electrification and digitalization. With our offerings, we believe we are well-positioned to benefit from the growing demand for vehicle content and technology related to safety, electrification, high speed data, connectivity to the global information network and automated driving technologies. We are benefiting from the substantial increase in vehicle content, including advanced software and optimized hardware required to enable systems such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles. While we have identified electrification programs as a key market for our products, certain of our OEM customers have recently announced delays in or changes to their software-defined vehicle investment strategies amidst reduced expectations for future consumer demand for these products.
Global capabilities and risks. Many OEMs are continuing to develop vehicle platforms intended to increase standardization, reduce per-unit cost and increase capital efficiency and profitability. In addition, geopolitical tensions are also causing them to regionalize their supply chains. As a result, OEMs prefer suppliers that have the capability to manufacture products on a global basis with manufacturing and design flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering and manufacturing capabilities are best positioned to benefit from this trend. Our global manufacturing footprint enables us to efficiently manufacture in and supply from best cost countries at scale. Our regional teams allow us to stay connected to local market requirements and more closely partner with our customers during all phases of the development process, from design through production, while maintaining focus on increasing efficiency and lowering costs. Increasing manufacturing automation, footprint rotation to best cost countries, and other operational initiatives have supported our commitment to continuous improvement, leveraging scale and enhancing efficiency to improve our margins.
Our operations are subject to certain risks inherent in doing business globally, including military conflicts in regions in which we operate, changes in laws or regulations governing labor, trade, or other monetary or tax fiscal policy changes, including the Organisation for Economic Co-operation and Development (the “OECD”) Pillar Two Framework (the “Framework”), tariffs, quotas, customs and other import or export restrictions or trade barriers.
Existing free trade laws and regulations, such as the USMCA, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs, taxes or non-tariff barriers on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results. For example, beginning on April 2, 2025, the U.S. government announced tariffs of at least 10% across imported goods from all countries, with rates even higher for goods from certain countries with a high trade deficit with the U.S. Subsequent to this announcement, a number of other countries announced tariffs on U.S. goods and have negotiated or continue to negotiate trade agreements with the U.S. On February 20, 2026, the U.S. Supreme Court issued a ruling regarding certain tariffs imposed under the International Economic Powers Act (“IEEPA”), invalidating many of the tariffs imposed on U.S. imports in 2025 discussed above.
Although both the impacts of these incremental IEEPA tariffs, along with the corresponding February 2026 U.S. Supreme Court ruling invalidating the tariffs, have not had a significant impact on the Company to date, the future impact of tariffs depends on a number of factors, including their effective date and duration, potential changes in the amount, scope and nature, any retaliatory actions by affected countries and any mitigating actions that may become available, and may be material to the Company. We continue to work with our customers and suppliers to mitigate the impact of any potential tariffs on our results of operations. However, given the uncertainty regarding the scope and duration of tariffs, potential retaliatory measures, and the possibility of additional tariffs or trade barriers by the U.S. or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful. Management continues to monitor the volatile geopolitical environment to identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.
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In addition, the government of Mexico implemented country-wide statutory minimum wage increases of approximately 13% (5% in Northern Border Zone) and 12%, effective January 1, 2026 and 2025, respectively. The government of Mexico has indicated it may implement other labor reforms, such as an initiative to shorten the work week from 48 to 40 hours, as early as January 1, 2027, through a gradual reduction of two hours per year. Labor costs have increased significantly in Mexico as a result of this and other labor reform initiatives, necessitating a strategic review of more cost-competitive jurisdictions and a greater acceleration in manufacturing automation. While management has implemented measures to mitigate the impact of these labor reforms on our cost structure, we cannot predict the ultimate future impact on our business.
The conflict between Ukraine and Russia, the 2026 Iran conflict and the outbreak of other armed conflicts in the Middle East have also created numerous economic uncertainties, including the impact on the global supply chain for raw materials produced in each country and region, increased logistics costs and transit times, and the actions of automotive OEMs and suppliers as they relate to production plans in each country and region. We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business operations, trade or travel in response to a pandemic or widespread outbreak of an illness. The impacts of any of these factors mentioned above, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.
Product development. The automotive technology and components industry is highly competitive and is characterized by rapidly changing technology, evolving industry standards and changes in customer needs. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive and to maintain or increase our revenues. To compete effectively in the automotive technology and components industry, we must be able to develop and launch new products to meet our customers’ demands in a timely manner. With our innovative technologies and robust global engineering and development capabilities, we are well positioned to meet the increasingly stringent vehicle manufacturer demands and consumer preferences for high-technology content in automobiles.
OEMs are increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs. As a result, OEMs prefer suppliers that have the capability to manufacture products on a global basis with manufacturing and design flexibility to adapt to regional variations. Suppliers that can provide fully engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing from global suppliers.
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.
In the past, suppliers often incurred the initial cost of engineering, designing and developing automotive component parts, and recovered their investments over time by including a cost recovery component in the price of each part based on expected volumes. Recently, we and many other suppliers have negotiated for cost recovery payments independent of volumes. This trend reduces our economic risk.
Pricing. Cost-cutting initiatives adopted by our customers result in increased downward pressure on pricing. Our customer supply agreements generally require step-downs in component pricing over the periods of production and OEMs have historically possessed significant leverage over their outside suppliers because the automotive component supply industry is fragmented and serves a limited number of automotive OEMs. Our profitability depends in part on our ability to generate sufficient production cost savings in the future to offset price reductions. In addition, during recent years, global economies and our industry were subjected to significant inflationary cost pressures, and we continue to face additional potential impacts from the rapidly evolving trade policies and tariff actions. We continue to work with our customers, both through price recoveries and adjustments as well as future pricing adjustments as contracts renew, to mitigate the impact of these inflationary pressures on our results of operations.
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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.
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.
OEM product recalls. The number of vehicles recalled globally by OEMs has increased above historical levels. These recalls can either be initiated by the OEMs or influenced or required by regulatory agencies. Although there are differing rules and regulations across countries governing recalls for safety issues, as automotive components are increasingly standardized across regions, the level of recalls outside of the U.S. may also increase. Given the sensitivity to safety issues in the automotive industry, including increased focus from regulators and consumers, we anticipate the number of automotive recalls may remain above historical levels in the near future. Although we engage in extensive product quality programs and processes, it is possible that we may be adversely affected in the future if the pace of these recalls continues.
Efficient use of capital. The global vehicle components industry is generally capital intensive and a portion of a supplier’s capital equipment is frequently utilized for specific customer programs. Lead times for procurement of capital equipment are long and typically exceed start of production by one to two years. Substantial advantages exist for suppliers that can leverage their prior investments in capital equipment or amortize the investment over higher volume global customer programs.
Industry consolidation and disruptive new entrants. Consolidation among worldwide OEMs and suppliers is expected to continue as these companies seek to achieve operating synergies and value stream efficiencies, acquire complementary technologies and build stronger customer relationships. Additionally, the rise of advanced software and technologies in vehicles has attracted new and disruptive entrants from outside the traditional automotive supply industry. These entrants may seek to gain access to certain vehicle technology and component markets. Any of these new competitors may develop and introduce technologies that gain greater customer or consumer acceptance, which could adversely affect the future growth of the Company. We believe companies with strong balance sheets and financial discipline are in the best position to take advantage of these trends.
Consolidated Results of Operations
Aptiv typically experiences fluctuations in revenue due to changes in OEM production schedules, vehicle sales mix and the net of new and lost business (which we refer to collectively as volume), increased prices attributable to escalation clauses in our supply contracts for recovery of increased commodity costs (which we refer to as commodity pass-through), fluctuations in foreign currency exchange rates (which we refer to as “FX”), contractual reductions of the sales price to the OEM (which we refer to as contractual price reductions) and engineering changes. Changes in sales mix can have either favorable or unfavorable impacts on revenue. Such changes can be the result of shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer demand related to vehicle segment purchases and content penetration. For instance, a shift in sales demand favoring a particular OEM’s vehicle model for which we do not have a supply contract may negatively impact our revenue. A shift in regional sales demand toward certain markets could favorably impact the sales of those of our customers that have a large market share in those regions, which in turn would be expected to have a favorable impact on our revenue.
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We typically experience (as described below) fluctuations in operating (loss) income due to:
•Volume, net of contractual price reductions—changes in volume offset by contractual price reductions (which typically range from 1% to 3% of net sales) and changes in mix;
•Operational performance—changes to costs for materials and commodities or manufacturing and engineering variances; and
•Other—including restructuring costs and any remaining variances not included in Volume, net of contractual price reductions or Operational performance.
The automotive technology and component supply industry is traditionally subject to inflationary pressures with respect to raw materials and labor which may place operational and profitability burdens on the entire supply chain. For instance, the industry has recently been subjected to increased pricing pressures, specifically in relation to copper and petroleum-based resin products, which have experienced significant volatility in price. We have also been impacted globally by increased overall inflation as a result of a variety of global trends. For example, the rapidly evolving trade policies and tariff actions could result in increased pricing pressures on our global supply chain, which could adversely affect our business and financial results. In addition, we expect semiconductor supply cost and commodity cost volatility to have a continual impact on future earnings and/or operating cash flows. Management continues to seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging. We have also negotiated, and will continue to negotiate, price increases with our customers in response to the aforementioned increased overall inflation and global supply chain disruptions.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
The results of operations for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/(unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Net sales | $ | 5,086 | $ | 4,825 | $ | 261 | |||||||||||
| Cost of sales | 4,166 | 3,905 | (261) | ||||||||||||||
| Gross margin | 920 | 18.1% | 920 | 19.1% | — | ||||||||||||
| Selling, general and administrative | 427 | 384 | (43) | ||||||||||||||
| Amortization | 53 | 51 | (2) | ||||||||||||||
| Restructuring | 62 | 37 | (25) | ||||||||||||||
| Operating income | 378 | 448 | (70) | ||||||||||||||
| Interest expense | (89) | (93) | 4 | ||||||||||||||
| Other expense, net | (4) | — | (4) | ||||||||||||||
| Income before income taxes and equity loss | 285 | 355 | (70) | ||||||||||||||
| Income tax expense | (81) | (356) | 275 | ||||||||||||||
| Income (loss) before equity loss | 204 | (1) | 205 | ||||||||||||||
| Equity loss, net of tax | (13) | (10) | (3) | ||||||||||||||
| Net income (loss) | 191 | (11) | 202 | ||||||||||||||
| Net income attributable to noncontrolling interest | 3 | 1 | 2 | ||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | (1) | — | ||||||||||||||
| Net income (loss) attributable to Aptiv | $ | 189 | $ | (11) | $ | 200 | |||||||||||
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Total Net Sales
Below is a summary of our total net sales for the three months ended March 31, 2026 versus March 31, 2025.
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/(unfavorable) | Volume, net of contractual price reductions | FX | Commodity pass-through | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 5,086 | $ | 4,825 | $ | 261 | $ | 53 | $ | 148 | $ | 60 | $ | — | $ | 261 | ||||||||||||||||||||||||||||||||||
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.
Cost of Sales
Cost of sales is primarily comprised of material, labor, manufacturing overhead, freight, fluctuations in foreign currency exchange rates, product engineering, design and development expenses, depreciation, warranty costs and other operating expenses. Gross margin is revenue less cost of sales and gross margin percentage is gross margin as a percentage of net sales.
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.
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/(unfavorable) | Volume (a) | FX | Operational performance | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 4,166 | $ | 3,905 | $ | (261) | $ | (52) | $ | (150) | $ | (42) | $ | (17) | $ | (261) | ||||||||||||||||||||||||||||||||||
| Gross margin | $ | 920 | $ | 920 | $ | — | $ | 1 | $ | (2) | $ | (42) | $ | 43 | $ | — | ||||||||||||||||||||||||||||||||||
| Percentage of net sales | 18.1 | % | 19.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||
(a)Presented net of contractual price reductions for gross margin variance.
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:
•$60 million of increased commodity pass-through cost; partially offset by
•Approximately $15 million of decreased warranty costs.
Selling, General and Administrative Expense
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Selling, general and administrative expense | $ | 427 | $ | 384 | $ | (43) | |||||||||||
| Percentage of net sales | 8.4 | % | 8.0 | % | |||||||||||||
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.
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Amortization
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Amortization | $ | 53 | $ | 51 | $ | (2) | |||||||||||
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.
Restructuring
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Restructuring | $ | 62 | $ | 37 | $ | (25) | |||||||||||
| Percentage of net sales | 1.2 | % | 0.8 | % | |||||||||||||
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.
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.
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.
Refer to Note 7. Restructuring to the consolidated financial statements contained herein for additional information.
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Interest Expense
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense | $ | 89 | $ | 93 | $ | 4 | |||||||||||
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.
Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.
Other Income, Net
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Other expense, net | $ | (4) | $ | — | $ | (4) | |||||||||||
Refer to Note 16. Other Income, net to the consolidated financial statements contained herein for additional information.
Income Taxes
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Income tax expense | $ | 81 | $ | 356 | $ | 275 | |||||||||||
The Company’s tax rate is affected by the fact that its parent entity is a Swiss resident taxpayer, the tax rates in Switzerland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.
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.
On December 18, 2025, the Swiss Council of States passed a motion preventing the retroactive application of the OECD’s 2025 Guidance on the Model Rules, as defined below. While this development has no immediate impact on Aptiv’s tax position, we will continue to monitor potential implications for the recoverability of our Swiss deferred tax assets associated with our Swiss tax incentive.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes changes to U.S. tax law that were applicable to Aptiv beginning in 2025, with additional provisions applying in subsequent years. Included in these changes are favorable adjustments to deductions for interest, qualified property, and research and development expenditures, as well as reforms to the international tax framework. The OBBBA will not have a material impact on the Company’s consolidated financial statements.
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On January 15, 2025, the OECD released Administrative Guidance (the “Guidance”) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rules”) which amends the Pillar Two Framework (the “Framework”) previously adopted by the European Union (the “E.U.”) Member States on December 15, 2022. Jurisdictions that have adopted the Framework, which generally provides for a minimum effective tax rate of 15%, as established by the OECD, may implement and administer their domestic laws consistent with the Model Rules and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit carryforwards for purposes of the global minimum tax established under the Framework. As a result, 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. No other deferred tax assets are impacted by the Guidance.
Refer to Note 11. Income Taxes to the consolidated financial statements contained herein for additional information.
Equity Loss
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Equity loss, net of tax | $ | 13 | $ | 10 | $ | (3) | |||||||||||
Equity loss, net of tax reflects the Company’s interest in the results of ongoing operations of entities accounted for as equity method investments. The equity losses recognized by Aptiv for each period presented are primarily attributable to the Motional autonomous driving joint venture. Refer to Note 21. Investments in Affiliates to the consolidated financial statements contained herein for additional information.
Results of Operations by Segment
We operate our core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
•Electrical Distribution Systems, which includes a full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures. As described in Note 22. Separation of Electrical Distribution Systems to the consolidated financial statements contained herein, on April 1, 2026, the Company completed the previously announced Separation of the Electrical Distribution Systems business.
•Engineered Components (formerly known as Engineered Components Group), which includes connection systems, high-performance interconnects, and cable management and protection solutions that optimize the distribution of power, signal and data for next-generation applications across multiple end markets.
•Intelligent Systems (formerly known as Advanced Safety and User Experience), which includes platforms and modular offerings, such as intelligent sensors, high-performance compute, and advanced software tools and services.
•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
Our management utilizes Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of our operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income (loss) attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies. Refer to Note 19. Segment Reporting to the consolidated financial statements contained herein for additional information.
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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:
Net Sales by Segment
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | Volume, net of contractual price reductions | FX | Commodity pass-through | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Electrical Distribution Systems | $ | 2,212 | $ | 2,024 | $ | 188 | $ | 66 | $ | 66 | $ | 56 | $ | — | $ | 188 | ||||||||||||||||||||||||||||||||||
| Engineered Components | 1,657 | 1,581 | 76 | 2 | 68 | 6 | — | 76 | ||||||||||||||||||||||||||||||||||||||||||
| Intelligent Systems | 1,433 | 1,424 | 9 | (12) | 21 | — | — | 9 | ||||||||||||||||||||||||||||||||||||||||||
| Eliminations and Other | (216) | (204) | (12) | (3) | (7) | (2) | — | (12) | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 5,086 | $ | 4,825 | $ | 261 | $ | 53 | $ | 148 | $ | 60 | $ | — | $ | 261 | ||||||||||||||||||||||||||||||||||
Gross Margin Percentage by Segment
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Electrical Distribution Systems | 10.9 | % | 12.2 | % | |||||||
| Engineered Components | 25.9 | % | 26.2 | % | |||||||
| Intelligent Systems | 17.4 | % | 18.2 | % | |||||||
| Total | 18.1 | % | 19.1 | % | |||||||
Adjusted Operating Income by Segment
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | Volume, net of contractual price reductions | Operational performance | Other | Total | ||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||
| Electrical Distribution Systems | $ | 149 | $ | 143 | $ | 6 | $ | 22 | $ | (34) | $ | 18 | $ | 6 | ||||||||||||||||||||||||||||||
| Engineered Components | $ | 271 | $ | 274 | $ | (3) | $ | (4) | $ | (7) | $ | 8 | $ | (3) | ||||||||||||||||||||||||||||||
| Intelligent Systems | $ | 142 | $ | 155 | $ | (13) | $ | (17) | $ | (1) | $ | 5 | $ | (13) | ||||||||||||||||||||||||||||||
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:
•Approximately $15 million of decreased warranty costs.
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Liquidity and Capital Resources
Overview of Capital Structure
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.
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:
| March 31, 2026 | |||||
| (in millions) | |||||
| Cash and cash equivalents | $ | 3,173 | |||
| Revolving Credit Facility, unutilized portion (1) | 1,998 | ||||
Spin-Off Revolving Credit Facility, unutilized portion | 850 | ||||
| Committed European accounts receivable factoring facility, unutilized portion (2) | 518 | ||||
| Total available liquidity | $ | 6,539 | |||
(1)Availability reduced by $2 million in letters of credit issued under the Credit Agreement as of March 31, 2026.
(2)Based on March 31, 2026 foreign currency rates, subject to the availability of eligible accounts receivable.
We expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments, capital expenditures, debt obligations and Separation activities. In addition, we expect to continue to repurchase outstanding ordinary shares pursuant to our authorized ordinary share repurchase program, as further described below.
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.
Spin-Off of Electrical Distribution Systems business into Versigent
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.
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.
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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.
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.
Commencing with the second Quarterly Report on Form 10-Q of 2026, the Company will present Versigent as a discontinued operation throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.
Share Repurchase Programs
In July 2024, the Board of Directors authorized a share repurchase program of up to $5.0 billion of ordinary shares, which commenced in August 2024 following completion of the Company’s $2.0 billion January 2019 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions (which may include derivative transactions, including an accelerated share repurchase program (“ASR”)), depending on share price, market conditions and other factors, as determined by the Company.
As part of the Company’s share repurchase program, on August 1, 2024, the Company entered into ASR agreements with each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”). Under the terms of the ASR Agreements, on August 2, 2024, the Company made an aggregate payment of $3.0 billion and received initial deliveries of approximately 30.8 million ordinary shares with a value of $2.25 billion, which were retired immediately.
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.
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.
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.
Acquisitions, Divestitures and Other Transactions
The Company had no material business acquisitions or divestitures during the three months ended March 31, 2026.
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.
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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.
Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of the Company’s business acquisitions and divestitures.
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).
Prior to the Conversion, due to the Company’s redemption rights, the Company’s investment in StradVision was classified as an available-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in fair value recorded in other comprehensive income. The fair value of the available-for-sale debt security on the Conversion date was approximately $149 million. Following the Conversion, Aptiv began accounting for its investment in StradVision under the equity method. The investment was reclassified to investments in affiliates in the consolidated balance sheets and is included in the Intelligent Systems segment.
Motional Joint Venture Funding and Ownership Restructuring Transactions—On May 30, 2025, Hyundai invested approximately $440 million in Motional in exchange for additional common equity interests. Aptiv did not participate in this funding round. This transaction resulted in the dilution of Aptiv’s common equity interest in Motional from approximately 15% as of March 31, 2025 to approximately 13%. As a result of this transaction, the Company recognized a gain of approximately $33 million (approximately $0.15 per diluted share) during the year ended December 31, 2025, within net gain on equity method transactions in the consolidated statements of operations.
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.
Technology Investments—During the year ended December 31, 2025, the Company sold its Valens Semiconductor Ltd. ordinary shares and its Smart Eye AB ordinary shares, both of which were publicly traded equity securities, for net proceeds of approximately $12 million. Aptiv held no investments in publicly traded equity securities as of March 31, 2026 and December 31, 2025.
In September 2024, the Company’s Intelligent Systems segment made an investment totaling approximately 399 million RMB (approximately $57 million, using foreign currency rates on the investment date) in preferred equity of MAXIEYE Automotive Technology (Ningbo) Co., Ltd (“Maxieye”), a provider of advanced driver-assistance systems and autonomous driving applications. Due to the Company’s redemption rights, the Company’s investment in Maxieye is classified as an available-for-sale debt security within other long-term assets in the consolidated balance sheets, with changes in fair value recorded in other comprehensive income. The Company also agreed to invest an additional 171 million RMB (approximately $25 million, using March 31, 2026 foreign currency rates) in preferred equity of Maxieye, contingent on the achievement of certain technical milestones, which have not yet been met as of March 31, 2026, and the satisfaction of customary closing conditions.
Refer to Note 21. Investments in Affiliates to the consolidated financial statements contained herein for further detail of the Company’s investments.
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.
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Credit Agreement
Aptiv PLC and its wholly-owned subsidiaries Aptiv LLC (formerly known as Aptiv Corporation) and Aptiv Global Financing Designated Activity Company (“AGF DAC”) entered into a credit agreement (the “Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). AGF DAC and Aptiv LLC are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by each of the other borrowers, Aptiv PLC and Aptiv Swiss Holdings Limited, a wholly-owned subsidiary of the Company (“Aptiv Swiss Holdings”).
The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on March 31, 2025 (the “March 2025 amendment”). The March 2025 amendment, among other things, (1) refinanced and replaced the revolver with a new five-year revolving credit facility with aggregate commitments of $2 billion, and (2) removed provisions from the June 2021 amendment for sustainability-linked rate adjustments. The Revolving Credit Facility matures on March 31, 2030. The Credit Agreement also contains an uncommitted accordion feature that permits Aptiv to increase, from time to time, on customary terms and conditions, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent. Borrowings under the Credit Agreement are revolving in nature and may be made and prepaid from time to time at Aptiv’s option without premium or penalty, in accordance with the terms and conditions of the Credit Agreement. The March 2025 amendment also required that Aptiv pay amendment fees of $5 million during the three months ended March 31, 2025, which are reflected as a financing activity in the consolidated statements of cash flows.
As of March 31, 2026, Aptiv had no amounts outstanding under the Revolving Credit Facility and approximately $2 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility. No amounts were drawn on the Revolving Credit Facility during the three months ended March 31, 2026.
Loans under the Credit Agreement bear interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) Secured Overnight Financing Rate (“SOFR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The rates under the Credit Agreement on the specified dates are set forth below:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| SOFR plus | ABR plus | SOFR plus | ABR plus | ||||||||||||||||||||
| Revolving Credit Facility | 1.125 | % | 0.125 | % | 1.125 | % | 0.125 | % | |||||||||||||||
The Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR and changes in the Company’s corporate credit ratings. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on certain letter of credit issuance and fronting fees.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement).
The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2026.
Term Loan A Credit Agreement
On August 19, 2024, Aptiv PLC and its wholly-owned subsidiaries AGF DAC and Aptiv LLC entered into a senior unsecured term loan A credit agreement (the “Term Loan A Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as Administrative Agent, under which it maintained a senior unsecured credit facility consisting of a term loan (the “Term Loan A”) in aggregate principal amount of $600 million.
During the fourth quarter of 2024, the Company repaid $350 million of the outstanding principal balance on the Term Loan A, utilizing cash on hand. During the first quarter of 2025, the Company fully repaid the remaining outstanding principal balance of $250 million on the Term Loan A utilizing cash on hand, and recognized a loss on debt extinguishment of approximately $2 million during the three months ended March 31, 2025 within other expense, net in the consolidated statements of operations.
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The Term Loan A had a maturity date of August 19, 2027. Prior to its repayment, borrowings under the Term Loan A Credit Agreement were prepayable at Aptiv’s option without premium or penalty. No principal payment was required until the maturity date.
Indebtedness Related to the Versigent Separation
Versigent, a wholly-owned subsidiary of Aptiv as of March 31, 2026, was formed in connection with the Separation as a holding company to directly or indirectly own substantially all of the operating subsidiaries of the Electrical Distribution Systems business and to issue debt. Cyprium Corporation (“Cyprium U.S.”), a wholly-owned U.S. subsidiary of the Company, and Cyprium Holdings Luxembourg S.a.r.l. (“Cyprium Luxembourg”), a wholly-owned Luxembourg subsidiary of the Company, both of which became wholly-owned subsidiaries of Versigent upon completion of the Separation, were also formed for similar purposes.
Spin-Off Credit Agreement—In November 2025, Versigent, Cyprium U.S. and Cyprium Luxembourg entered into a credit agreement (the “Spin-Off Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, with respect to $1.35 billion in senior secured credit facilities. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Spin-Off Term Loan A Facility”) and an $850 million five-year senior secured revolving credit facility (the “Spin-Off Revolving Credit Facility”) (collectively, the “Spin-Off Credit Facilities”) with the lenders party thereto and JPMorgan Chase Bank, N.A., which was subsequently amended on March 25, 2026. Approximately $14 million of issuance costs were incurred in connection with the Spin-Off Credit Facilities. The loans available under the Spin-Off Term Loan A Facility were fully drawn as of March 31, 2026. No amounts were drawn under the Spin-Off Revolving Credit Facility as of March 31, 2026.
Cyprium U.S. and Cyprium Luxembourg are each borrowers under the Spin-Off Credit Agreement, under which borrowings are guaranteed by Versigent and certain of its subsidiaries. Additional subsidiaries of Versigent may be added as co-borrowers or guarantors under the Spin-Off Credit Agreement from time to time on the terms and conditions set forth in the Spin-Off Credit Agreement. The obligations of each borrower under the Spin-Off Credit Agreement are jointly and severally guaranteed by each other borrower and by certain of Versigent’s existing and future direct and indirect subsidiaries, subject to certain exceptions customary for financings of this type. All obligations of the borrowers and the guarantors are secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock in Cyprium U.S. and Cyprium Luxembourg.
Spin-Off Unsecured Senior Notes—On March 18, 2026, Cyprium U.S. and Cyprium Luxembourg (the “Co-Issuers”) issued $1.6 billion in aggregate principal amount of senior unsecured notes in a transaction exempt from registration under the U.S. Securities Act of 1933, as amended, consisting of $800 million aggregate principal amount of 6.125% senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of 6.375% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Spin-Off Senior Notes”). The 2031 Senior Notes were priced at 100% of par, resulting in a yield to maturity of 6.125%; and the 2034 Senior Notes were priced at 100% of par, resulting in a yield to maturity of 6.375%. Interest on the Spin-Off Senior Notes is payable semi-annually on April 15 and October 15 of each year. From the date of the Separation, the Spin-Off Senior Notes were guaranteed, jointly and severally, on an unsecured basis, by each of Versigent’s current and future subsidiaries that guarantee the Spin-Off Credit Facilities, as described above. Aptiv incurred approximately $23 million of issuance costs in connection with the Spin-Off Senior Notes offering.
The Co-Issuers used the proceeds from the Spin-Off Senior Notes, together with the proceeds from borrowings under the Spin-Off Term Loan A Facility, to provide funding to Versigent, which Versigent used to pay a cash distribution to Aptiv as described above, with remaining proceeds to be used for general corporate purposes.
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As of March 31, 2026, the Company had the following senior and junior unsecured notes issued and outstanding:
| Aggregate Principal Amount (in millions) | Stated Coupon Rate | Issuance Date | Maturity Date | Interest Payment Date | ||||||||||||||||||||||
| $ | 575 | 1.60% | September 2016 | September 2028 | September 15 | |||||||||||||||||||||
| $ | 401 | 4.65% | September 2024 | September 2029 | March 13 and September 13 | |||||||||||||||||||||
| $ | 717 | 3.25% | February 2022 | March 2032 | March 1 and September 1 | |||||||||||||||||||||
| $ | 516 | 5.15% | September 2024 | September 2034 | March 13 and September 13 | |||||||||||||||||||||
| $ | 863 | 4.25% | June 2024 | June 2036 | June 11 | |||||||||||||||||||||
| $ | 300 | 4.40% | September 2016 | October 2046 | April 1 and October 1 | |||||||||||||||||||||
| $ | 350 | 5.40% | March 2019 | March 2049 | March 15 and September 15 | |||||||||||||||||||||
| $ | 1,500 | 3.10% | November 2021 | December 2051 | June 1 and December 1 | |||||||||||||||||||||
| $ | 1,000 | 4.15% | February 2022 | May 2052 | May 1 and November 1 | |||||||||||||||||||||
| $ | 550 | 5.75% | September 2024 | September 2054 | March 13 and September 13 | |||||||||||||||||||||
| $ | 500 | 6.875% (1) | September 2024 | December 2054 | June 15 and December 15 | |||||||||||||||||||||
| $ | 800 | 6.125% (2) | March 2026 | April 2031 | April 15 and October 15 | |||||||||||||||||||||
| $ | 800 | 6.375% (2) | March 2026 | April 2034 | April 15 and October 15 | |||||||||||||||||||||
(1)Represents fixed-to-fixed reset rate junior subordinated unsecured notes.
(2)Represents Spin-Off unsecured senior notes.
On March 6, 2026, Aptiv Swiss Holdings commenced a cash tender offer (“Tender Offer”) to purchase certain amounts of its outstanding 3.25% Senior Notes, 5.150% Senior Notes, 5.750% Senior Notes, 5.40% Senior Notes, 2016 Senior Notes, 4.15% Senior Notes and the 2021 Senior Notes (the “Notes”) for aggregate consideration of up to $1,371 million, exclusive of any accrued interest through the payment date of the Notes, subject to the satisfaction of certain terms and conditions of the Tender Offer. Pursuant to the Tender Offer, on April 7, 2026, the Company redeemed $1,446 million aggregate principal amount of certain senior notes for cash consideration of approximately $1,377 million, inclusive of accrued interest through the repayment date, utilizing proceeds from the cash distribution received from Versigent in connection with the Separation, as described above, and will recognize a gain on debt extinguishment of approximately $59 million in the second quarter of 2026.
In April 2026, Aptiv redeemed for cash the entire $401 million aggregate principal amount outstanding of the 4.650% Senior Notes for cash consideration of approximately $411 million, inclusive of accrued interest through the repayment date, utilizing proceeds from the cash distribution received from Versigent in connection with the Separation, as described above, and will recognize a loss on debt extinguishment of approximately $11 million in the second quarter of 2026.
Although the specific terms of each indenture governing each series of senior and junior notes vary, the senior indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of March 31, 2026, the Company was in compliance with the provisions of all series of the outstanding senior and junior notes. Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.
Guarantor Summarized Financial Information
As further described in Note 8. Debt to the consolidated financial statements contained herein, Aptiv LLC and AGF DAC are each borrowers under the Credit Agreement, under which such borrowings would be guaranteed by each of the other borrowers, Aptiv PLC and Aptiv Swiss Holdings. Aptiv Swiss Holdings issued the 2016 Euro-denominated Senior Notes, 2016 Senior Notes, 2019 Senior Notes and 2021 Senior Notes. In February 2022, Aptiv LLC and AGF DAC were added as guarantors on each series of outstanding senior notes previously issued by Aptiv Swiss Holdings. AGF DAC was added as a joint and several co-issuer of the 2021 Senior Notes in December 2021, effective as of the date of issuance. Aptiv Swiss Holdings and Aptiv LLC jointly issued the 2022 Senior Notes, which are guaranteed by AGF DAC. In 2024, Aptiv Swiss Holdings and AGF DAC co-issued the 2024 Euro-denominated Senior Notes, the 2024 Senior Notes, and the 2024 Junior Notes, which are all guaranteed by Aptiv LLC. In December 2024, Aptiv PLC was added as a guarantor. Together, Aptiv PLC, Aptiv LLC, AGF DAC and Aptiv Swiss Holdings comprise the “Obligor Group.” All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to any guarantee under any series of notes outstanding (the “Non-Guarantors”). The guarantees rank equally in right of payment with all of the guarantors’ existing and future senior indebtedness, are effectively subordinated to any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor.
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The below summarized financial information is presented on a combined basis after the elimination of intercompany balances and transactions among the Obligor Group and equity in earnings from and investments in the Non-Guarantors. The below summarized financial information should be read in conjunction with the Company’s consolidated financial statements contained herein, as the financial information may not necessarily be indicative of results of operations or financial position had the subsidiaries operated as independent entities.
| Obligor Group | |||||
| Three Months Ended March 31, 2026 | (in millions) | ||||
| Net sales | $ | — | |||
| Gross margin | $ | — | |||
| Operating income | $ | 50 | |||
| Net loss | $ | (6) | |||
| Net loss attributable to Aptiv | $ | (6) | |||
| As of March 31, 2026: | |||||
| Current assets (1) | $ | 7,165 | |||
| Long-term assets (1) | $ | 782 | |||
| Current liabilities (2) | $ | 5,021 | |||
| Long-term liabilities (2) | $ | 7,394 | |||
| Noncontrolling interest | $ | — | |||
| As of December 31, 2025: | |||||
| Current assets (1) | $ | 5,827 | |||
| Long-term assets (1) | $ | 840 | |||
| Current liabilities (2) | $ | 5,673 | |||
| Long-term liabilities (2) | $ | 7,687 | |||
| Noncontrolling interest | $ | — | |||
(1)Includes current assets of $4,976 million and $4,858 million, and long-term assets of $754 million and $770 million, due from Non-Guarantors as of March 31, 2026 and December 31, 2025, respectively.
(2)Includes current liabilities of $4,925 million and $5,577 million, and long-term liabilities of $226 million and $226 million, due to Non-Guarantors as of March 31, 2026 and December 31, 2025, respectively.
Other Financing
Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This facility became effective on January 1, 2021 and had an initial term of three years, and was renewed for an additional three-year term, effective November 2023, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the new three-year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50% and USD borrowings bear interest at two-month SOFR plus 0.68%, with borrowings under either denomination carrying a minimum interest rate of 0.20%. As of March 31, 2026 and December 31, 2025, Aptiv had no amounts outstanding under the European accounts receivable factoring facility. No amounts were drawn on the Revolving Credit Facility during the three months ended March 31, 2026.
Finance leases and other—As of March 31, 2026 and December 31, 2025, approximately $104 million and $86 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.
Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $3 million outstanding through other letter of credit facilities as of March 31, 2026 and December 31, 2025, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.
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Cash Flows
Intra-month cash flow cycles vary by region, but in general we are users of cash through the first half of a typical month and we generate cash during the latter half of a typical month. Due to this cycle of cash flows, we may utilize short-term financing, including our Revolving Credit Facility and European accounts receivable factoring facility, to manage our intra-month working capital needs. Our cash balance typically peaks at month end.
We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan structures and other distributions and advances, to provide the funds necessary to meet our global liquidity needs. We utilize a global cash pooling arrangement to consolidate and manage our global cash balances, which enables us to efficiently move cash into and out of a number of the countries in which we operate.
Operating activities—Net cash used in operating activities totaled $143 million for the three months ended March 31, 2026. Net cash provided by operating activities totaled $273 million for the three months ended March 31, 2025. Cash flows used in operating activities for the three months ended March 31, 2026 consisted primarily of net income of $191 million, increased by $272 million for non-cash charges for depreciation, amortization, pension costs and extinguishment of debt, offset by $619 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the three months ended March 31, 2025 consisted primarily of net losses of $11 million, increased by $256 million for non-cash charges for depreciation, amortization, pension costs and extinguishment of debt, and by $336 million for non-cash changes in deferred income taxes, partially offset by $352 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.
Investing activities—Net cash used in investing activities totaled $221 million and $203 million for the three months ended March 31, 2026 and 2025, respectively. Cash flows used in investing activities for the three months ended March 31, 2026 and 2025 primarily consisted of capital expenditures.
Financing activities—Net cash provided by financing activities totaled $1,692 million for the three months ended March 31, 2026. Net cash used in financing activities totaled $553 million for the three months ended March 31, 2025. Cash flows provided by financing activities for the three months ended March 31, 2026 primarily included proceeds of $1,577 million from the Spin-Off Senior Notes, net of issuance costs, and $486 million from the Spin-Off Term Loan A Facility, net of issuance costs, partially offset by $270 million for the repayment of senior notes and $76 million paid to repurchase ordinary shares. Cash flows used in financing activities for the three months ended March 31, 2025 primarily included $279 million in repayments under short-term debt agreements and $250 million for the repayment of the Term Loan A.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contingencies and Environmental Matters
The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.
Recently Issued Accounting Pronouncements
The information concerning recently issued accounting pronouncements contained in Note 2. Significant Accounting Policies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.
Critical Accounting Estimates
There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2026.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the information concerning our exposures to market risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As described in the Form 10-K, we have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”). We also have currency exposures related to the translation of the financial statements of our non-U.S. subsidiaries that use the local currency as their functional currency into U.S. dollars, the Company’s reporting currency (“translational exposure”). As described in Note 14. Derivatives and Hedging Activities to the unaudited consolidated financial statements included in Part I, Item 1 of this report, to manage this risk the Company designates certain qualifying instruments as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within the cumulative translation adjustment component of OCI to offset changes in the value of the net investment in these foreign currency-denominated operations.
ITEM 4. CONTROLS AND PROCEDURES
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance of achieving their objectives.
As of March 31, 2026, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, for disclosure purposes, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, alleged breaches of contracts, alleged competition and antitrust matters, product warranties, alleged intellectual property matters, alleged personal injury claims and employment-related and environmental matters. For a description of risks related to various legal proceedings and claims, see Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025. For a description of our outstanding material legal proceedings, see Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in this report.
ITEM 1A. RISK FACTORS
There have been no material changes in risk factors for the Company in the period covered by this report. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
A summary of our ordinary shares repurchased during the three months ended March 31, 2026, is shown below:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3) | ||||||||||||||||||||||
| January 1, 2026 to January 31, 2026 | — | $ | — | — | $ | 2,115 | ||||||||||||||||||||
| February 1, 2026 to February 28, 2026 | 151,863 | $ | 76.04 | 151,863 | $ | 2,104 | ||||||||||||||||||||
| March 1, 2026 to March 31, 2026 | 896,574 | $ | 71.04 | 896,574 | $ | 2,040 | ||||||||||||||||||||
| Total | 1,048,437 | $ | 71.76 | 1,048,437 | ||||||||||||||||||||||
| (1) | The total number of shares purchased under the plans authorized by the Board of Directors are described below. | ||||
| (2) | Excluding commissions. | ||||
| (3) | In July 2024, the Board of Directors authorized a new share repurchase program of up to $5.0 billion. This program commenced following completion of the Company’s January 2019 share repurchase program of up to $2.0 billion. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements. | ||||
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Executive Officers and Directors
Transactions in our securities by our executive officers and directors are required to be made in accordance with our insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Our insider trading policy permits our executive officers and directors to enter into trading plans in accordance with Rule 10b5-1.
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The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our executive officers and directors during the first quarter of 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans. See Note 2 below.
| Name and Title | Action | Date of Adoption of Rule 10b5-1 Trading Plan | Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1) | Aggregate Number of Securities/Dollar Value to be Purchased or Sold | ||||||||||||||||||||||
Katherine H. Ramundo, Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary (2) | Adoption | 2/7/2026 | 1/27/2027 | Sale of up to 13,000 ordinary shares | ||||||||||||||||||||||
Allan J. Brazier, Senior Vice President and Chief Accounting Officer (2) | Adoption | 2/23/2026 | 11/13/2026 | Sale of up to 14,440 ordinary shares | ||||||||||||||||||||||
Obed D. Louissaint, Executive Vice President and Chief People Officer (2) | Adoption | 3/13/2026 | 1/29/2027 | Sale of up to 17,000 ordinary shares | ||||||||||||||||||||||
(1)In each case, a trading plan may also expire on such earlier dates as all transactions under the trading plan are completed.
(2)In connection with the Separation, this plan, along with all other active trading plans, were amended solely with respect to the price to reflect an appropriate adjustment given the change in stock price due to the Separation.
During the first quarter of 2026, no executive officer or director of the Company adopted, modified or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
ITEM 6. EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||
| 2.1 | 8-K | 2.1 | April 1, 2026 | |||||||||||||||||||||||
| 22 | * | |||||||||||||||||||||||||
| 31.1 | * | |||||||||||||||||||||||||
| 31.2 | * | |||||||||||||||||||||||||
| 32.1 | * | |||||||||||||||||||||||||
| 32.2 | * | |||||||||||||||||||||||||
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| 101.SCH | # | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||||||||||||||
| 101.CAL | # | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||||||||||
| 101.DEF | # | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||||||||||||||||
| 101.LAB | # | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||||||||||||||
| 101.PRE | # | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||||||||||
| 104 | # | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||||||||||||||
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
# Filed electronically with the Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| APTIV PLC | ||||||||
| /s/ Varun Laroyia | ||||||||
| By: Varun Laroyia | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Dated: May 5, 2026
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