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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________

FORM 8-K
________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 31, 2025
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Jersey 001-35346 98-1824200
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Spitalstrasse 5
8200 Schaffhausen, Switzerland
+41 52 580 96 00
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Ordinary Shares, $0.01 par value per share APTV New York Stock Exchange
1.600% Senior Notes due 2028 APTV New York Stock Exchange
4.350% Senior Notes due 2029 APTV New York Stock Exchange
4.650% Senior Notes due 2029 APTV New York Stock Exchange
3.250% Senior Notes due 2032 APTV New York Stock Exchange
5.150% Senior Notes due 2034 APTV New York Stock Exchange
4.250% Senior Notes due 2036 APTV New York Stock Exchange
4.400% Senior Notes due 2046 APTV New York Stock Exchange
5.400% Senior Notes due 2049 APTV New York Stock Exchange
3.100% Senior Notes due 2051 APTV New York Stock Exchange
4.150% Senior Notes due 2052 APTV New York Stock Exchange
5.750% Senior Notes due 2054 APTV New York Stock Exchange
6.875% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2054
APTV New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
2


Item 2.02    Results of Operations and Financial Condition.
On July 31, 2025, Aptiv PLC (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 2025. A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release and teleconference visual presentation are available on the Company’s website at aptiv.com.
The information in this Item 2.02 and Item 9.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01    Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit
Number Description
99.1
Press Release Dated July 31, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

3


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2025   APTIV PLC
 
  By: /s/ Varun Laroyia
Varun Laroyia
Executive Vice President and Chief Financial Officer

4


EXHIBIT INDEX
Exhibit
Number Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

5
EX-99.1 2 aptvq22025ex991.htm EXHIBIT 99.1 Document
Exhibit 99.1

aptivlogoa15a.jpg

Aptiv Reports Second Quarter 2025 Financial Results
Record Revenue, Adjusted Operating Earnings and Adjusted Earnings per Share
SCHAFFHAUSEN - Aptiv PLC (NYSE: APTV), a global technology company focused on making the world safer, greener and more connected, today reported second quarter 2025 U.S. GAAP earnings of $1.80 per diluted share. Excluding special items, second quarter earnings totaled $2.12 per diluted share.

Second Quarter Financial Highlights Include:
•U.S. GAAP revenue of $5.2 billion, an increase of 3%
◦Revenue increased 2% adjusted for currency exchange and commodity movements, compared to flat growth on an AWM1 basis
•U.S. GAAP net income of $393 million, U.S. GAAP net income margin of 7.5%; U.S. GAAP diluted earnings per share of $1.80
◦Excluding special items, diluted earnings per share of $2.12
•U.S. GAAP operating income of $486 million, U.S. GAAP operating income margin of 9.3%
◦Adjusted Operating Income of $628 million, Adjusted Operating Income margin of 12.1%; Adjusted EBITDA of $821 million, Adjusted EBITDA margin of 15.8%
•Generated $510 million of cash from operations
Year-to-Date Financial Highlights Include:
•U.S. GAAP revenue of $10.0 billion, an increase of 1%
◦Revenue increased 1% adjusted for currency exchange and commodity movements, compared to a decrease of 1% on an AWM1 basis
•U.S. GAAP net income of $382 million, U.S. GAAP net income margin of 3.8%; U.S. GAAP diluted earnings per share of $1.70
◦Excluding special items, diluted earnings per share of $3.80
•U.S. GAAP operating income of $934 million, U.S. GAAP operating income margin of 9.3%
◦Adjusted Operating Income of $1,200 million, Adjusted Operating Income margin of 12.0%; Adjusted EBITDA of $1,579 million, Adjusted EBITDA margin of 15.7%
•Generated $783 million of cash from operations

“We delivered record financial results in the second quarter, a testament to our efforts to build a resilient business model that allows us to operate efficiently, even in dynamic environments,” said Kevin Clark, chair and chief executive officer. “With continued customer demand for our high-performance, cost-effective solutions that are










1 Represents global vehicle production weighted to the geographic regions in which the Company generates its revenue (“AWM”).


aligned to the accelerating trends of electrification, automation, and digitalization, as well as our relentless focus on operational execution, we are confident in our ability to drive long-term growth and value for our shareholders.”

Second Quarter 2025 Results
For the three months ended June 30, 2025, the Company reported U.S. GAAP revenue of $5.2 billion, an increase of 3% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 2% during the second quarter. This reflects growth of 4% in Asia, which includes a decline of 1% in China, growth of 3% in North America and growth of 3% in South America, our smallest region, partially offset by a decline of 1% in Europe.
The Company reported second quarter 2025 U.S. GAAP net income of $393 million, earnings of $1.80 per diluted share and net income margin of 7.5%, compared to $938 million, $3.47 per diluted share and 18.6% in the prior year period. Second quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $463 million, or earnings of $2.12 per diluted share, compared to $428 million, or $1.58 per diluted share, in the prior year period.
Second quarter U.S. GAAP operating income was $486 million, compared to $441 million in the prior year period. The Company reported second quarter Adjusted Operating Income, a non-GAAP financial measure defined below, of $628 million, compared to $606 million in the prior year period. Adjusted Operating Income margin was 12.1%, compared to 12.0% in the prior year period, primarily reflecting improved operating performance, including the benefits of cost reduction initiatives. Depreciation and amortization expense totaled $250 million in the second quarter, compared to $248 million in the prior year period.
Interest expense for the second quarter totaled $91 million, an increase from $64 million in the prior year period, primarily driven by debt transactions in the third quarter of 2024 in part to finance our $3.0 billion accelerated share repurchase program.
Tax expense in the second quarter of 2025 was $45 million, resulting in an effective tax rate of approximately 10%. Tax expense in the second quarter of 2024 was $51 million, resulting in an effective tax rate of approximately 5%.
The Company generated net cash flow from operating activities of $510 million in the second quarter, compared to $643 million in the prior year period.

Year-to-Date 2025 Results
For the six months ended June 30, 2025, the Company reported U.S. GAAP revenue of $10.0 billion, an increase of 1% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 1% during the period. This reflects growth of 5% in Asia, which includes growth of 1% in China, partially offset by declines of 2% in Europe. Growth was flat in North America and in South America, our smallest region.
The Company reported 2025 year-to-date U.S. GAAP net income of $382 million, earnings of $1.70 per diluted share and net income margin of 3.8%, compared to $1,156 million, $4.24 per diluted share and 11.6% in the prior year period. Year-to-date Adjusted Net Income totaled $853 million, or $3.80 per diluted share, compared to $746 million, or $2.73 per diluted share, in the prior year period.

2


For the 2025 year-to-date period, U.S. GAAP operating income was $934 million, compared to $860 million in the prior year period. The Company reported Adjusted Operating Income of $1,200 million for the 2025 year-to-date period, compared to $1,150 million in the prior year period. Adjusted Operating Income margin was 12.0%, compared to 11.6% in the prior year period, primarily reflecting improved operating performance, including the benefits of cost reduction initiatives. Depreciation and amortization expense totaled $492 million, an increase from $478 million in the prior year period.
Interest expense for the six months ended June 30, 2025 totaled $184 million, an increase from $129 million in the prior year period, primarily driven by debt transactions in the third quarter of 2024 in part to finance our $3.0 billion accelerated share repurchase program.
Tax expense for the six months ended June 30, 2025 was $401 million, which primarily reflects an increase to valuation allowances of approximately $300 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025. Tax expense in the prior year period was $127 million.
The Company generated net cash flow from operating activities of $783 million in the six months ended June 30, 2025, compared to $887 million in the prior year period. As of June 30, 2025, the Company had cash and cash equivalents of $1.4 billion and total available liquidity of $4.0 billion.
Reconciliations of Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are provided in the attached supplemental schedules.

Share Repurchase Program
During the second quarter of 2025, under the Company’s Accelerated Share Repurchase (ASR) Program, Aptiv received incremental deliveries of 6.1 million shares, representing the final settlement under the ASR Program. Under the ASR Program, Aptiv received total deliveries of 48.5 million shares at an average price of $61.84 per share. All shares received under the ASR program were retired. There was no other share repurchase activity during the quarter. As of June 30, 2025, $2.52 billion remained available for future share repurchases under the existing $5.0 billion authorization.

Q3 and Full Year 2025 Outlook
The Company’s third quarter and full year 2025 financial guidance is below. The Company’s third quarter and full year 2025 financial guidance reflects the potential impacts of recently imposed tariffs by the U.S. government, but does not reflect the impacts of the potential for additional tariffs, trade barriers or retaliatory actions by the U.S. or other countries.

3


(in millions, except per share amounts) Q3 2025 Full Year 2025
Net sales $4,950 - $5,100 $20,000 - $20,300
U.S. GAAP net income $290 - $330 $975 - $1,045
U.S. GAAP net income margin 5.9% - 6.5% 4.9% - 5.1%
U.S. GAAP operating income $440 - $490 $1,830 - $1,930
U.S. GAAP operating income margin 8.9% - 9.6% 9.2% - 9.5%
Adjusted EBITDA $755 - $805 $3,135 - $3,235
Adjusted EBITDA margin 15.3% - 15.8% 15.7% - 15.9%
Adjusted operating income $560 - $610 $2,370 - $2,470
Adjusted operating income margin 11.3% - 12.0% 11.9% - 12.2%
U.S. GAAP diluted net income per share (a) $1.30 - $1.50 $4.40 - $4.70
Adjusted net income per share (a) $1.60 - $1.80 $7.30 - $7.60
Cash flow from operations $2,000
Capital expenditures $780
U.S. GAAP effective tax rate ~35.0%
Adjusted effective tax rate ~17.5%
(a)
The Company’s third quarter and full year 2025 financial guidance includes approximately $0.05 and $0.20, respectively, per diluted share for the anticipated equity losses to be recognized by Aptiv from the performance of the Motional autonomous driving joint venture.

Conference Call and Webcast
The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.239.9838 (U.S.) or +1.323.994.2093 (international) or through a webcast at ir.aptiv.com. The conference ID number is 6663508. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company’s website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information
This press release contains information about Aptiv’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing are non-GAAP financial measures. Adjusted Revenue Growth represents the change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Adjusted Operating Income represents net income 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), asset impairments and other related charges, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of net sales. Adjusted EBITDA represents net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items.

4


Adjusted Net Income represents net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period. Cash Flow Before Financing represents cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses.
Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes.
Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Aptiv
Aptiv is a global technology company focused on making the world safer, greener and more connected. Visit aptiv.com.

Forward-Looking Statements
This press release, as well as other statements made by Aptiv PLC (the “Company”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements 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 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 achieve the intended benefits from, or to complete, the proposed separation of its Electrical Distribution Systems business; 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.

5


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. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

# # #

6


APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
  (in millions, except per share amounts)
Net sales $ 5,208  $ 5,051  $ 10,033  $ 9,952 
Operating expenses:
Cost of sales 4,211  4,083  8,116  8,106 
Selling, general and administrative 406  405  790  771 
Amortization 53  52  104  106 
Restructuring 52  70  89  109 
Total operating expenses 4,722  4,610  9,099  9,092 
Operating income 486  441  934  860 
Interest expense (91) (64) (184) (129)
Other income, net 12  10  12  25 
Net gain on equity method transactions 46  641  46  641 
Income before income taxes and equity loss 453  1,028  808  1,397 
Income tax expense (45) (51) (401) (127)
Income before equity loss 408  977  407  1,270 
Equity loss, net of tax (11) (34) (21) (103)
Net income 397  943  386  1,167 
Net income attributable to noncontrolling interest 11 
Net loss attributable to redeemable noncontrolling interest (1) —  (2) — 
Net income attributable to Aptiv $ 393  $ 938  $ 382  $ 1,156 
Diluted net income per share:
Diluted net income per share attributable to Aptiv $ 1.80  $ 3.47  $ 1.70  $ 4.24 
Weighted average number of diluted shares outstanding 218.11  270.43  224.32  272.87 


7


APTIV PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
2025
December 31,
2024
(Unaudited)
  (in millions)
ASSETS
Current assets:
Cash and cash equivalents $ 1,448  $ 1,573 
Restricted cash
Accounts receivable, net 3,717  3,261 
Inventories 2,475  2,320 
Other current assets 732  671 
Total current assets 8,373  7,826 
Long-term assets:
Property, net 3,754  3,698 
Operating lease right-of-use assets 513  495 
Investments in affiliates 1,311  1,433 
Intangible assets, net 2,105  2,140 
Goodwill 5,248  5,024 
Other long-term assets 2,638  2,842 
Total long-term assets 15,569  15,632 
Total assets $ 23,942  $ 23,458 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt $ 32  $ 509 
Accounts payable 3,039  2,870 
Accrued liabilities 1,680  1,752 
Total current liabilities 4,751  5,131 
Long-term liabilities:
Long-term debt 7,758  7,843 
Pension benefit obligations 426  374 
Long-term operating lease liabilities 422  412 
Other long-term liabilities 610  613 
Total long-term liabilities 9,216  9,242 
Total liabilities 13,967  14,373 
Commitments and contingencies
Redeemable noncontrolling interest 103  92 
Total Aptiv shareholders’ equity 9,690  8,796 
Noncontrolling interest 182  197 
Total shareholders’ equity 9,872  8,993 
Total liabilities, redeemable noncontrolling interest and shareholders’ equity $ 23,942  $ 23,458 


8


APTIV PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
  2025 2024
  (in millions)
Cash flows from operating activities:
Net income $ 386  $ 1,167 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 492  478 
Restructuring expense, net of cash paid (34)
Deferred income taxes 306  31 
Loss from equity method investments, net of dividends received 29  110 
Loss on extinguishment of debt — 
Net gain on equity method transactions (46) (641)
Other, net 95  85 
Changes in operating assets and liabilities:
Accounts receivable, net (456) (46)
Inventories (155) (5)
Accounts payable 242  (110)
Other, net (106) (135)
Pension contributions (9) (13)
Net cash provided by operating activities 783  887 
Cash flows from investing activities:
Capital expenditures (346) (491)
Proceeds from sale of property
Proceeds from asset sale — 
Proceeds from sale of technology investments — 
Cost of technology investments (42) (40)
Proceeds from the sale of equity method investments 164  448 
Purchase of short-term investments —  (748)
Settlement of derivatives — 
Net cash used in investing activities (212) (829)
Cash flows from financing activities:
Decrease in other short and long-term debt, net (708) (11)
Proceeds from issuance of senior and junior notes, net of issuance costs —  798 
Fees related to modification of debt agreements (5) — 
Repurchase of ordinary shares —  (1,030)
Taxes withheld and paid on employees’ restricted share awards (19) (21)
Net cash used in financing activities (732) (264)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash 36  (25)
Decrease in cash, cash equivalents and restricted cash (125) (231)
Cash, cash equivalents and restricted cash at beginning of the period 1,574  1,640 
Cash, cash equivalents and restricted cash at end of the period $ 1,449  $ 1,409 

9


APTIV PLC
FOOTNOTES
(Unaudited)

1. Segment Summary
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 % 2025 2024 %
(in millions) (in millions)
Net Sales
Electrical Distribution Systems $ 2,206  $ 2,065  7% $ 4,230  $ 4,146  2%
Engineered Components Group 1,723  1,626  6% 3,304  3,222  3%
Advanced Safety and User Experience 1,507  1,554  (3)% 2,931  2,983  (2)%
Eliminations and Other (a) (228) (194) (432) (399)
Net Sales $ 5,208  $ 5,051  $ 10,033  $ 9,952 
Adjusted Operating Income
Electrical Distribution Systems $ 163  $ 138  18% $ 306  $ 274  12%
Engineered Components Group 287  298  (4)% 561  551  2%
Advanced Safety and User Experience 178  170  5% 333  325  2%
Adjusted Operating Income $ 628  $ 606  $ 1,200  $ 1,150 
(a)
Eliminations and Other includes the elimination of inter-segment transactions.

2. Weighted Average Number of Diluted Shares Outstanding
The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to Aptiv for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
  (in millions, except per share amounts)
Weighted average ordinary shares outstanding, basic 217.73  270.19  223.91  272.69 
Dilutive shares related to RSUs 0.38  0.24  0.41  0.18 
Weighted average ordinary shares outstanding, including dilutive shares 218.11  270.43  224.32  272.87 
Net income per share attributable to Aptiv:
Basic $ 1.80  $ 3.47  $ 1.71  $ 4.24 
Diluted $ 1.80  $ 3.47  $ 1.70  $ 4.24 


10


APTIV PLC
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Cash Flow Before Financing.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Three Months Ended June 30, 2025
Reported net sales % change %
Less: foreign currency exchange and commodities %
Adjusted revenue growth %
Six Months Ended June 30, 2025
Reported net sales % change %
Less: foreign currency exchange and commodities —  %
Adjusted revenue growth %



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Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales.

Consolidated Adjusted Operating Income
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
($ in millions)
$ Margin $ Margin $ Margin $ Margin
Net income attributable to Aptiv $ 393  7.5  % $ 938  18.6  % $ 382  3.8  % $ 1,156  11.6  %
Interest expense 91  64  184  129 
Other income, net (12) (10) (12) (25)
Net gain on equity method transactions (46) (641) (46) (641)
Income tax expense 45  51  401  127 
Equity loss, net of tax 11  34  21  103 
Net income attributable to noncontrolling interest 11 
Net loss attributable to redeemable noncontrolling interest (1) —  (2) — 
Operating income $ 486  9.3  % $ 441  8.7  % $ 934  9.3  % $ 860  8.6  %
Amortization 53  52  104  106 
Restructuring 52  70  89  109 
Separation costs 28  —  47  — 
Other acquisition and portfolio project costs 25  13  53 
Asset impairments 14  14 
Compensation expense related to acquisitions
Gain on asset sale (5) —  (5) — 
Adjusted operating income $ 628  12.1  % $ 606  12.0  % $ 1,200  12.0  % $ 1,150  11.6  %

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Segment Adjusted Operating Income
(in millions)
Three Months Ended June 30, 2025 Electrical Distribution Systems Engineered Components Group Advanced Safety and User Experience Total
Operating income $ 104  $ 239  $ 143  $ 486 
Amortization 30  22  53 
Restructuring 25  17  10  52 
Separation costs 28  —  —  28 
Other acquisition and portfolio project costs — 
Asset impairments — 
Compensation expense related to acquisitions —  — 
Gain on asset sale —  —  (5) (5)
Adjusted operating income $ 163  $ 287  $ 178  $ 628 
Depreciation and amortization (a) $ 64  $ 113  $ 73  $ 250 
Three Months Ended June 30, 2024 Electrical Distribution Systems Engineered Components Group Advanced Safety and User Experience Total
Operating income $ 94  $ 240  $ 107  $ 441 
Amortization —  31  21  52 
Restructuring 35  19  16  70 
Other acquisition and portfolio project costs 25 
Asset impairments —  —  14  14 
Compensation expense related to acquisitions —  — 
Adjusted operating income $ 138  $ 298  $ 170  $ 606 
Depreciation and amortization (a) $ 56  $ 106  $ 86  $ 248 
Six Months Ended June 30, 2025 Electrical Distribution Systems Engineered Components Group Advanced Safety and User Experience Total
Operating income $ 210  $ 462  $ 262  $ 934 
Amortization 59  44  104 
Restructuring 41  32  16  89 
Separation costs 47  —  —  47 
Other acquisition and portfolio project costs 13 
Asset impairments — 
Compensation expense related to acquisitions —  — 
Gain on asset sale —  —  (5) (5)
Adjusted operating income $ 306  $ 561  $ 333  $ 1,200 
Depreciation and amortization (a) $ 121  $ 225  $ 146  $ 492 

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Six Months Ended June 30, 2024 Electrical Distribution Systems Engineered Components Group Advanced Safety and User Experience Total
Operating income $ 203  $ 448  $ 209  $ 860 
Amortization 61  44  106 
Restructuring 50  26  33  109 
Other acquisition and portfolio project costs 20  16  17  53 
Asset impairments —  —  14  14 
Compensation expense related to acquisitions —  — 
Adjusted operating income $ 274  $ 551  $ 325  $ 1,150 
Depreciation and amortization (a) $ 114  $ 209  $ 155  $ 478 
(a)
Includes asset impairments.

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Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Consolidated Adjusted EBITDA
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(in millions)
Net income attributable to Aptiv $ 393 $ 938 $ 382 $ 1,156
Interest expense
91 64 184 129
Income tax expense 45 51 401 127
Net income attributable to noncontrolling interest 5 5 6 11
Net loss attributable to redeemable noncontrolling interest (1) (2)
Depreciation and amortization
250 248 492 478
EBITDA $ 783 $ 1,306 $ 1,463 $ 1,901
Other income, net (12) (10) (12) (25)
Net gain on equity method transactions (46) (641) (46) (641)
Equity loss, net of tax 11 34 21 103
Restructuring
52 70 89 109
Separation costs 28 47
Other acquisition and portfolio project costs
6 25 13 53
Compensation expense related to acquisitions 4 4 9 8
Gain on asset sale (5) (5)
Adjusted EBITDA $ 821 $ 788 $ 1,579 $ 1,508


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Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding, for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(in millions, except per share amounts)
Net income attributable to Aptiv $ 393  $ 938  $ 382  $ 1,156 
Adjusting items:
Amortization 53  52  104  106 
Restructuring
52  70  89  109 
Separation costs 28  —  47  — 
Other acquisition and portfolio project costs
25  13  53 
Asset impairments 14  14 
Compensation expense related to acquisitions
Gain on asset sale (5) —  (5) — 
Debt extinguishment costs
—  —  — 
Gain on change in fair value of publicly traded equity securities (3) (3) (1) (2)
Net gain on equity method transactions (46) (641) (46) (641)
Tax impact of intercompany transfers of intellectual property and other related transactions (a) —  —  294  — 
Tax impact of adjusting items (b) (23) (31) (45) (57)
Adjusted net income attributable to Aptiv $ 463  $ 428  $ 853  $ 746 
Weighted average number of diluted shares outstanding 218.11  270.43  224.32  272.87 
Diluted net income per share attributable to Aptiv $ 1.80  $ 3.47  $ 1.70  $ 4.24 
Adjusted net income per share $ 2.12  $ 1.58  $ 3.80  $ 2.73 
(a)
As a result of the Pillar Two OECD Administrative Guidance released in the first quarter of 2025, the Company no longer expects to obtain significant benefits from the tax incentive granted to its Swiss subsidiary in 2023. Accordingly, the Company recognized an increase to valuation allowances of $294 million to reduce the related deferred tax asset during the six months ended June 30, 2025.
(b) Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.

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Cash Flow Before Financing: Cash Flow Before Financing is presented as a supplemental measure of the Company’s liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Cash Flow Before Financing is defined as cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses. Not all companies use identical calculations of Cash Flow Before Financing, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Cash Flow Before Financing does not reflect cash used to service debt, pay dividends or repurchase shares and, therefore, does not necessarily reflect funds available for investment or other discretionary uses.
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(in millions)
Cash flows from operating activities:
Net income $ 397  $ 943  $ 386  $ 1,167 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 250  248  492  478 
Restructuring expense, net of cash paid 20  (34)
Working capital (76) 130  (369) (161)
Pension contributions (4) (6) (9) (13)
Net gain on equity method transactions (46) (641) (46) (641)
Other, net (31) (33) 327  91 
Net cash provided by operating activities 510  643  783  887 
Cash flows from investing activities:
Capital expenditures (149) (226) (346) (491)
Proceeds from sale of technology investments —  — 
Cost of technology investments
(30) —  (42) (40)
Proceeds from the sale of equity method investments 164  448  164  448 
Purchase of short-term investments —  (748) —  (748)
Settlement of derivatives —  —  — 
Other, net
Net cash used in investing activities
(9) (524) (212) (829)
Adjusting items:
Adjustment for cost of significant technology investments 29  —  40  40 
Adjustment for proceeds from sale of equity method investment (164) (448) (164) (448)
Cash flow before financing $ 366  $ (329) $ 447  $ (350)

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Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company’s financial guidance to the most comparable forward-looking GAAP measure is below. The Company’s third quarter and full year 2025 financial guidance reflects the potential impacts of recently imposed tariffs by the U.S. government, but does not reflect the impacts of the potential for additional tariffs, trade barriers or retaliatory actions by the U.S. or other countries.

Estimated Q3 Estimated Full Year
2025 (a) 2025 (a)
($ in millions)
Adjusted Operating Income $ Margin (b) $ Margin (b)
Net income attributable to Aptiv $ 310  6.2  % $ 1,010  5.0  %
Interest expense 90  360 
Other income, net (5) (20)
Net gain on equity method transactions —  (45)
Income tax expense 50  510 
Equity loss, net of tax 15  50 
Net income attributable to noncontrolling interest (c) 15 
Operating income $ 465  9.3  % $ 1,880  9.3  %
Amortization 55  210 
Restructuring 25  175 
Other acquisition and portfolio project costs, including costs related to the planned spin-off of the EDS business 35  130 
Asset impairments —  10 
Compensation expense related to acquisitions 20 
Gain on asset sale —  (5)
Adjusted operating income $ 585  11.6  % $ 2,420  12.0  %
Adjusted EBITDA
Net income attributable to Aptiv $ 310  6.2  % $ 1,010  5.0  %
Interest expense 90  360 
Income tax expense 50  510 
Net income attributable to noncontrolling interest (c) 15 
Depreciation and amortization 250  985 
EBITDA $ 705  14.0  % $ 2,880  14.3  %
Other income, net (5) (20)
Net gain on equity method transactions —  (45)
Equity loss, net of tax 15  50 
Restructuring 25  175 
Other acquisition and portfolio project costs, including costs related to the planned spin-off of the EDS business 35  130 
Compensation expense related to acquisitions 20 
Gain on asset sale —  (5)
Adjusted EBITDA $ 780  15.5  % $ 3,185  15.8  %
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.
(b) Represents net income attributable to Aptiv, operating income, Adjusted Operating Income, EBITDA and Adjusted EBITDA, respectively, as a percentage of estimated net sales.
(c)
Includes portion attributable to redeemable noncontrolling interest.

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Estimated Q3 Estimated Full Year
2025 (a) 2025 (a)
Adjusted Net Income Per Share ($ and shares in millions, except per share amounts)
Net income attributable to Aptiv $ 310  $ 1,010 
Adjusting items:
Amortization 55  210 
Restructuring 25  175 
Other acquisition and portfolio project costs, including costs related to the planned spin-off of the EDS business 35  130 
Asset impairments —  10 
Compensation expense related to acquisitions 20 
Debt extinguishment costs — 
Net gain on equity method transactions —  (45)
Gain on asset sale —  (5)
Tax impact of adjusting items (60) 140 
Adjusted net income attributable to Aptiv $ 370  $ 1,650 
Weighted average number of diluted shares outstanding 219.00  222.00 
Diluted net income per share attributable to Aptiv $ 1.40  $ 4.55 
Adjusted net income per share $ 1.70  $ 7.45 

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



Investor Contact:
Betsy Frank
+1.929.240.1777
betsy.frank@aptiv.com


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