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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.”

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

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 delivering advanced solutions across automotive, commercial vehicle, aerospace and defense, telecom and datacom, and other diversified industrial end markets. Our differentiated portfolio enables devices and systems to sense, think, act, and continuously optimize performance. Building on decades of innovation, Aptiv brings global scale and a resilient, localized value chain to customers across the globe. 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.

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.

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Aptiv held no investments in publicly traded equity securities as of June 30, 2026 and December 31, 2025. Aptiv’s non-publicly traded investments totaled $67 million and $65 million as of June 30, 2026 and December 31, 2025, respectively, and are classified within other long-term assets in the consolidated balance sheets. Refer to Note 20. 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 provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15% of Intercable Automotive for cash at a contractually defined value beginning in 2026. 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 sheets. The redeemable noncontrolling interest was 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 were recorded to retained earnings, with a corresponding increase or reduction to net income (loss) attributable to Aptiv. In June 2026, the noncontrolling interest holders exercised their option to sell the remaining 15% of Intercable Automotive at the contractually defined value of approximately $67 million. The transaction closed on June 30, 2026. As a result, Aptiv owned 100% of the equity interest in Intercable Automotive as of June 30, 2026, and no redeemable noncontrolling interest remained. Redeemable noncontrolling interest was $102 million as of December 31, 2025.

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. The Company's revenue is primarily 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 19. 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 19. 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.

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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 19. Revenue for further information.

Net income 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 11. 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 June 30, 2026 and December 31, 2025, the Company reported $2,434 million and $1,910 million, respectively, of accounts receivable, net of the allowances, which includes the allowance for doubtful accounts of $29 million and $28 million, respectively. Changes in the allowance for doubtful accounts were not material for the six months ended June 30, 2026.

Inventories—As of June 30, 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 $1,875 million and $1,997 million as of June 30, 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 $52 million and $104 million for the three and six months ended June 30, 2026, respectively, and $52 million and $103 million for the three and six months ended June 30, 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 six months ended June 30, 2026 and 2025. Goodwill was $3,937 million and $4,008 million as of June 30, 2026 and December 31, 2025, respectively.

Discontinued operations—The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components of the Company represents a strategic shift that will have a major effect on the Company’s operations and financial results. On April 1, 2026, the Company completed the Separation of its former Electrical Distribution Systems segment by means of a spin-off into Versigent, a new, independent, public company. Accordingly, the assets and liabilities, operating results and cash flows for the previously reported Electrical Distribution Systems segment are presented as discontinued operations separate from the Company’s continuing operations and segment results for all periods presented throughout the consolidated financial statements and accompanying notes to the consolidated financial statements, unless otherwise noted. Amounts for shared operating expenses that were allocated to the Electrical Distribution Systems segment in prior periods have been re-allocated to the Company's reportable operating segments. Refer to Note 21. Discontinued Operations for further information regarding the Company’s discontinued operations.

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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.

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 10. 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.

Defined benefit plans—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. The obligations for these plans are recorded over the requisite service period. The Company recognized net periodic benefit cost of $5 million and $6 million during the three months ended June 30, 2026 and 2025, respectively, and $10 million and $11 million during the six months ended June 30, 2026 and 2025, respectively.

Customer concentrations—We sell our products and services to the major global automotive OEMs in every region of the world. Our ten largest customers accounted for approximately 44% and 41% of our total net sales for the three and six months ended June 30, 2026, respectively, which included approximately 10% and 11%, respectively, to an individual Global OEM. Our ten largest customers accounted for approximately 40% and 40% for the three and six months ended June 30, 2025, respectively, which included approximately 12% and 12%, respectively, to an individual Global OEM. During the three and six months ended June 30, 2026, our Intelligent Systems segment recognized net sales to nine of our ten largest customers and our Engineered Components segment recognized net sales to each of our ten largest customers. During the three and six months ended June 30, 2025, our 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.

Retrospective changes—Following the completion of the Separation of the Company’s Electrical Distribution Systems segment by means of a spin-off on April 1, 2026, the Electrical Distribution Systems segment has been classified as a discontinued operation. Prior period information has been reclassified to present this business as a discontinued operation for all periods presented, and has therefore been excluded from both continuing operations and segment results for all periods presented throughout the consolidated financial statements and accompanying notes to the consolidated financial statements, unless otherwise noted. Refer to Note 21. Discontinued Operations for further information regarding the Company’s discontinued operations.

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.

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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.

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.

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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:

			June 30, 2026						December 31, 2025
			(in millions)
Productive material			$	1,379					$	1,202
Work-in-process			159						146
Finished goods			500						441
Total			$	2,038					$	1,789

Other current assets consisted of the following:

			June 30, 2026						December 31, 2025
			(in millions)
Value added tax receivable			$	202					$	113
Prepaid insurance and other expenses			108						105
Reimbursable engineering costs			194						192
Notes receivable			3						5
Income and other taxes receivable			88						85
Deposits to vendors			4						5
Derivative financial instruments (Note 13)			44						44
Capitalized upfront fees (Note 19)			13						7
Contract assets (Note 19)			107						68
Other			3						3
Total			$	766					$	627

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Other long-term assets consisted of the following:

			June 30, 2026						December 31, 2025
			(in millions)
Deferred income taxes, net			$	1,447					$	1,411
Unamortized Revolving Credit Facility debt issuance costs			6						6
Income and other taxes receivable			61						64
Reimbursable engineering costs			103						94
Value added tax receivable			—						1
Technology investments (Note 20)			67						65
Derivative financial instruments (Note 13)			8						12
Capitalized upfront fees (Note 19)			18						14
Contract assets (Note 19)			99						92
Other			56						57
Total			$	1,865					$	1,816

Accrued liabilities consisted of the following:

			June 30, 2026						December 31, 2025
			(in millions)
Payroll-related obligations			$	209					$	212
Employee benefits, including current pension obligations			63						111
Income and other taxes payable			123						132
Warranty obligations (Note 6)			63						89
Restructuring (Note 7)			45						62
Customer deposits			69						58
Derivative financial instruments (Note 13)			—						1
Accrued interest			37						80
Contract liabilities (Note 19)			70						84
Operating lease liabilities			89						89
Other			274						273
Total			$	1,042					$	1,191

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Other long-term liabilities consisted of the following:

			June 30, 2026						December 31, 2025
			(in millions)
Environmental			$	2					$	2
Extended disability benefits			3						3
Warranty obligations (Note 6)			13						19
Restructuring (Note 7)			12						11
Payroll-related obligations			11						11
Accrued income taxes			154						171
Deferred income taxes, net			235						205
Contract liabilities (Note 19)			4						6
Derivative financial instruments (Note 13)			1						—
Other			49						51
Total			$	484					$	479

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 June 30, 2026. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of June 30, 2026 to be zero to $40 million.

The table below summarizes the activity in the product warranty liability for the six months ended June 30, 2026:

			Warranty Obligations
			(in millions)
Accrual balance at beginning of period			$	108
Provision for estimated warranties incurred during the period			16
Changes in estimate for pre-existing warranties			3
Settlements			(51)
Accrual balance at end of period			$	76

Aptiv’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, eliminate excess capacity and optimize resource development, 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 and six months ended June 30, 2026, the Company recorded employee-related and other restructuring charges related to these programs totaling approximately $24 million and $40 million, respectively.

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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 $15 million (of which approximately $10 million relates to the Engineered Components segment and approximately $5 million relates to the Intelligent Systems segment) for programs approved as of June 30, 2026, and are expected to be incurred within the next twelve months.

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

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 $54 million and $58 million in the six months ended June 30, 2026 and 2025, respectively.

The following table summarizes the restructuring charges recorded for the three and six months ended June 30, 2026 and 2025 by operating segment:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(in millions)
Engineered Components			$	8					$	17					$	12					$	33
Intelligent Systems			16						10						28						16
Total			$	24					$	27					$	40					$	49

The table below summarizes the activity in the restructuring liability for the six months ended June 30, 2026:

			Employee Termination Benefits Liability						Other Exit Costs Liability						Total
			(in millions)
Accrual balance at January 1, 2026			$	73					$	—					$	73
Provision for estimated expenses incurred during the period			40						—						40
Payments made during the period			(54)						—						(54)
Foreign currency and other			(2)						—						(2)
Accrual balance at June 30, 2026			$	57					$	—					$	57

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The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of June 30, 2026 and December 31, 2025:

			June 30, 2026						December 31, 2025
			(in millions)
1.60%, Euro-denominated senior notes, due 2028 (net of $1 and $1 unamortized issuance costs, respectively)			$	568					$	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 $0 and $3 unamortized issuance costs, respectively)			—						398
3.25%, senior notes, due 2032 (net of $1 and $4 unamortized issuance costs and $1 and $2 discount, respectively)			259						711
5.150%, senior notes, due 2034 (net of $1 and $4 unamortized issuance costs and $0 and $1 discount, respectively)			144						511
4.25%, Euro-denominated senior notes, due 2036 (net of $6 and $6 unamortized issuance costs and $2 and $2 discount, respectively)			846						872
4.40%, senior notes, due 2046 (net of $1 and $3 unamortized issuance costs and $1 and $1 discount, respectively)			186						296
5.40%, senior notes, due 2049 (net of $2 and $3 unamortized issuance costs and $1 and $1 discount, respectively)			224						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 $9 and $10 unamortized issuance costs and $1 and $2 discount, respectively)			910						988
5.750%, senior notes, due 2054 (net of $3 and $6 unamortized issuance costs and $1 and $3 discount, respectively)			242						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			23						25
Total debt			5,354						7,490
Less: current portion			(23)						(23)
Long-term debt			$	5,331					$	7,467

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 six months ended June 30, 2025, which are reflected as a financing activity in the consolidated statements of cash flows.

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As of June 30, 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:

			June 30, 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 June 30, 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 six months ended June 30, 2025 within other income, net in the consolidated statements of operations.

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.

Senior Unsecured Notes

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 13. Derivatives and Hedging Activities for further information.

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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. In April 2026, pursuant to the Tender Offer as defined below, Aptiv redeemed for cash $112 million aggregate principal amount outstanding of the 2016 Senior Notes for cash consideration of approximately $92 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. As a result of the partial redemption of the 2016 Senior Notes, Aptiv recognized a gain on debt extinguishment of approximately $18 million during the three months ended June 30, 2026, within other income, net in the consolidated statements of operations.

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 six months ended June 30, 2026, within other income, net in the consolidated statements of operations. In April 2026, pursuant to the Tender Offer as defined below, Aptiv redeemed for cash $123 million aggregate principal amount outstanding of the 5.40% Senior Notes for cash consideration of approximately $115 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. As a result of the partial redemption of the 5.40% Senior Notes, Aptiv recognized a gain on debt extinguishment of approximately $7 million during the three months ended June 30, 2026, within other income, 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%. 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.

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Aptiv incurred approximately $22 million of issuance costs in connection with the 2022 Senior Notes. Interest on the 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. In April 2026, pursuant to the Tender Offer as defined below, Aptiv redeemed for cash $456 million aggregate principal amount outstanding of the 3.25% Senior Notes for cash consideration of approximately $431 million, and $80 million aggregate principal amount outstanding of the 4.15% Senior Notes for cash consideration of approximately $63 million, both 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. As a result of the partial redemption of the 3.25% Senior Notes and 4.15% Senior Notes, Aptiv recognized gains on debt extinguishment of approximately $23 million and $17 million, respectively, during the three months ended June 30, 2026, within other income, net in the consolidated statements of operations.

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 13. 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. As a result of the redemption of the 4.650% Senior Notes, Aptiv recognized a loss on debt extinguishment of approximately $11 million during the three months ended June 30, 2026, within other income, net in the consolidated statements of operations. In April 2026, pursuant to the Tender Offer as defined below, Aptiv redeemed for cash $371 million aggregate principal amount outstanding of the 5.150% Senior Notes for cash consideration of approximately $380 million, and $304 million aggregate principal amount outstanding of the 5.750% Senior Notes for cash consideration of approximately $296 million, both 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. As a result of the partial redemption of the 5.150% Senior Notes and 5.750% Senior Notes, Aptiv recognized a loss on debt extinguishment of approximately $13 million and a gain on debt extinguishment of approximately $3 million, respectively, during the three months ended June 30, 2026, within other income, net in the consolidated statements of operations.

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 the 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 recognized a gain on debt extinguishment of approximately $55 million during the three months ended June 30, 2026, within other income, net in the consolidated statements of operations.

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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 June 30, 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.

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 June 30, 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.

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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. The loans available under the Spin-Off Term Loan A Facility were fully drawn as of March 31, 2026 by Versigent. No amounts were drawn under the Spin-Off Revolving Credit Facility as of March 31, 2026. The Spin-Off Credit Facilities were entered into in connection with the Separation, and following the Separation became obligations of Versigent and its subsidiaries. Aptiv and its subsidiaries have no obligations under the Spin-Off Credit Facilities.

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. The Spin-Off Senior Notes were entered into in connection with the Separation, and following the Separation became obligations of Versigent and its subsidiaries. Aptiv and its subsidiaries have no obligations under the Spin-Off Senior Notes.

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

In connection with the Separation, the Company received a cash distribution of approximately $1.9 billion from Versigent. The Company used the proceeds received from the cash distribution to redeem the 4.650% Senior Notes and settle the Tender Offer, as described above. 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, 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.

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 June 30, 2026 and December 31, 2025, Aptiv had no amounts outstanding under the European accounts receivable factoring facility.

Finance leases and other—As of June 30, 2026 and December 31, 2025, approximately $23 million and $25 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 $190 million and $199 million for the six months ended June 30, 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 and $3 million outstanding through other letter of credit facilities as of June 30, 2026 and December 31, 2025, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.

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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 June 30, 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 June 30, 2026, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

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.

The Company’s income tax expense from continuing operations and effective tax rates for the three and six months ended June 30, 2026 and 2025 were as follows:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(dollars in millions)
Income tax expense			$	52					$	16					$	94					$	342
Effective tax rate			14		%				5		%				17		%				69		%

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.

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

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 $122 million and $77 million for the six months ended June 30, 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.

11. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE

Net Income Per Share

Basic net income per share is computed by dividing net income attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income 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 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 all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 17. Share-Based Compensation for additional information.

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Weighted Average Shares

The following table illustrates net income per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted income per share:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(in millions, except per share data)
Numerator:
Income from continuing operations			$	298					$	265					$	427					$	125
(Loss) income from discontinued operations			(50)						128						10						257
Net income attributable to Aptiv			$	248					$	393					$	437					$	382
Denominator:
Weighted average ordinary shares outstanding, basic			211.56						217.73						211.84						223.91
Dilutive shares related to restricted stock units			0.54						0.38						0.69						0.41
Weighted average ordinary shares outstanding, including dilutive shares			212.10						218.11						212.53						224.32
Basic net income (loss) per share:
Continuing operations			$	1.41					$	1.21					$	2.02					$	0.56
Discontinued operations			(0.24)						0.59						0.04						1.15
Basic net income per share attributable to Aptiv			$	1.17					$	1.80					$	2.06					$	1.71
Diluted net income (loss) per share:
Continuing operations			$	1.40					$	1.21					$	2.01					$	0.55
Discontinued operations			(0.23)						0.59						0.05						1.15
Diluted net income per share attributable to Aptiv			$	1.17					$	1.80					$	2.06					$	1.70

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.

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

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

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

The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three and six months ended June 30, 2026 and 2025 are shown below. Other comprehensive income includes activity relating to discontinued operations for historical amounts.

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(in millions)
Foreign currency translation adjustments:
Balance at beginning of period			$	(807)					$	(935)					$	(741)					$	(1,036)
Aggregate adjustment for the period (1)			(30)						218						(96)						319
Spin-off of Versigent			373						—						373						—
Acquisition of redeemable noncontrolling interest			7						—						7						—
Balance at end of period			(457)						(717)						(457)						(717)
Gains (losses) on derivatives:
Balance at beginning of period			103						(59)						115						(121)
Other comprehensive income before reclassifications (net tax effect of $(3), $(12), $(7) and $(23))			22						67						46						128
Reclassification to income (net tax effect of $3, $(2), $9 and $(5))			(15)						4						(51)						5
Spin-off of Versigent			(88)						—						(88)						—
Balance at end of period			22						12						22						12
Pension and postretirement plans:
Balance at beginning of period			(16)						(13)						(15)						(13)
Other comprehensive income before reclassifications (net tax effect of $0, $1, $0, $1)			—						(2)						(1)						(2)
Reclassification to income (nil net tax effect for all periods presented )			1						1						1						1
Spin-off of Versigent			8						—						8						—
Balance at end of period			(7)						(14)						(7)						(14)
Unrealized gains (losses) on available-for-sale debt securities:
Balance at beginning of period			1						(4)						—						(4)
Other comprehensive income before reclassifications (net tax effect of $0, $(1), $0, and $(1)) (2)			1						9						2						9
Balance at end of period			2						5						2						5
Accumulated other comprehensive loss, end of period			$	(440)					$	(714)					$	(440)					$	(714)

(1)Includes gains of $16 million and $46 million for the three and six months ended June 30, 2026, respectively, and losses of $112 million and $162 million, for the three and six months ended 2025, respectively, related to non-derivative net investment hedges. Refer to Note 13. Derivatives and Hedging Activities for further description of these hedges. Includes $6 million of accumulated currency translation adjustment gains reclassified to net income as a result of the sale of the Company’s investment in TTTech Auto AG (“TTTech Auto) during the three months ended June 30, 2025. Refer to Note 20. Investments in Affiliates for additional information.

(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 14. Fair Value of Financial Instruments and Note 20. Investments in Affiliates for additional information.

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Reclassifications from accumulated other comprehensive income (loss) to income from continuing operations for the three and six months ended June 30, 2026 and 2025 were as follows:

Reclassification Out of Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income Components						Three Months Ended June 30,												Six Months Ended June 30,												Affected Line Item in the Statements of Operations
						2026						2025						2026						2025
						(in millions)
Foreign currency translation adjustments:
Sale of equity method investment (1)						$	—					$	6					$	—					$	6					Net gain on equity method transactions
						—						6						—						6						Income before income taxes
						—						—						—						—						Income tax expense
						—						6						—						6						Net income
						—						—						—						—						Net income attributable to noncontrolling interest
						$	—					$	6					$	—					$	6					Net income attributable to Aptiv
Gains (losses) on derivatives:
Commodity derivatives						$	11					$	2					$	20					$	5					Cost of sales
Foreign currency derivatives						7						—						13						1						Cost of sales
						18						2						33						6						Income before income taxes
						(3)						—						(9)						(1)						Income tax expense
						15						2						24						5						Net income
						—						—						—						—						Net income attributable to noncontrolling interest
						$	15					$	2					$	24					$	5					Net income attributable to Aptiv
Pension and postretirement plans:
Actuarial loss						$	(1)					$	(1)					$	(1)					$	(1)					Other income, net (2)
						(1)						(1)						(1)						(1)						Income before income taxes
						—						—						—						—						Income tax expense
						(1)						(1)						(1)						(1)						Net income
						—						—						—						—						Net income attributable to noncontrolling interest
						$	(1)					$	(1)					$	(1)					$	(1)					Net income attributable to Aptiv
Total reclassifications for the period						$	14					$	7					$	23					$	10

(1)Represents accumulated currency translation adjustment gains reclassified to net income as a result of the sale of the Company’s investment in TTTech Auto during the three months ended June 30, 2025.

(2)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost.

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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 June 30, 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

35,263

pounds

$

215

Foreign Currency			Quantity Hedged						Unit of Measure						Notional Amount (Approximate USD Equivalent)
			(in millions)
Mexican Peso			5,541						MXN						$	315
Chinese Yuan Renminbi			1,110						RMB						$	165
Euro			38						EUR						$	45
Polish Zloty			688						PLN						$	180
Hungarian Forint			25,225						HUF						$	80
British Pound			87						GBP						$	115

The Company had additional commodity forward contracts designated as cash flow hedges with notional amounts that individually amounted to less than $10 million.

As of June 30, 2026, Aptiv has entered into derivative instruments to hedge cash flows extending out to June 2028.

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 June 30, 2026 were $56 million (approximately $48 million, net of tax). Of this total, approximately $48 million of gains are expected to be included in cost of sales within the next 12 months and approximately $8 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.

Certain derivative instruments that were entered into prior to the Separation to hedge the Electrical Distribution Systems business’s exposures were novated to Versigent prior to the Distribution.

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.

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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 six months ended June 30, 2026 and 2025, the Company paid $3 million and received $5 million, respectively, at settlement related to forward contracts that matured during the respective period. In June 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 December 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 June 30, 2026, $16 million of gains were recognized within the cumulative translation adjustment component of OCI. During the six months ended June 30, 2026, $46 million of gains were recognized within the cumulative translation adjustment component of OCI, including amounts attributable to discontinued operations. During the three and six months ended 2025, $112 million and $162 million of losses, respectively, were recognized within the cumulative translation adjustment component of OCI, including amounts attributable to discontinued operations. Included in accumulated OCI related to these net investment hedges were cumulative losses of $47 million and $93 million as of June 30, 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 income, net and cost of sales in the consolidated statements of operations.

Fair Value of Derivative Instruments in the Balance Sheet

The fair value of derivative financial instruments from continuing operations recorded in the consolidated balance sheets as of June 30, 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						June 30, 2026						Balance Sheet Location						June 30, 2026						June 30, 2026
			(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives			Other current assets						$	21					Accrued liabilities						$	—
Foreign currency derivatives*			Other current assets						28						Other current assets						5						$	23
Foreign currency derivatives*			Accrued liabilities						1						Accrued liabilities						1						—
Commodity derivatives			Other long-term assets						5						Other long-term liabilities						—
Foreign currency derivatives*			Other long-term assets						4						Other long-term assets						1						3
Foreign currency derivatives*			Other long-term liabilities						—						Other long-term liabilities						1						(1)
Total derivatives designated as hedges									$	59											$	8

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			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						$	23					Accrued liabilities						$	—
Foreign currency derivatives*			Other current assets						21						Other current assets						2						$	19
Commodity derivatives			Other long-term assets						8						Other long-term liabilities						—
Foreign currency derivatives*			Other long-term assets						6						Other long-term assets						2						4
Derivatives designated as net investment hedges:
Foreign currency derivatives			Other current assets						—						Accrued liabilities						1
Total derivatives designated as hedges									$	58											$	5
Derivatives not designated:
Foreign currency derivatives*			Other current assets						$	2					Other current assets						$	—					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 from continuing operations were in a net asset position as of June 30, 2026 and December 31, 2025.

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 from continuing operations, and consolidated statements of comprehensive income, including amounts attributable to discontinued operations, for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended June 30, 2026			Gain (Loss) Recognized in OCI						Gain Reclassified from OCI into Income
			(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives			$	12					$	11
Foreign currency derivatives			14						7
Derivatives designated as net investment hedges:
Foreign currency derivatives			(1)						—
Total			$	25					$	18

			Loss Recognized in Income
			(in millions)
Derivatives not designated:
Foreign currency derivatives			$	(2)
Total			$	(2)

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Three Months Ended June 30, 2025			Gain (Loss) Recognized in OCI						Gain Reclassified from OCI into Income
			(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives			$	4					$	2
Foreign currency derivatives			76						—
Derivatives designated as net investment hedges:
Foreign currency derivatives			(1)						—
Total			$	79					$	2

			Gain Recognized in Income
			(in millions)
Derivatives not designated:
Foreign currency derivatives			$	3
Total			$	3

Six Months Ended June 30, 2026			Gain (Loss) Recognized in OCI						Gain Reclassified from OCI into Income
			(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives			$	19					$	20
Foreign currency derivatives			36						13
Derivatives designated as net investment hedges:
Foreign currency derivatives			(2)						—
Total			$	53					$	33

			Loss Recognized in Income
			(in millions)
Derivatives not designated:
Foreign currency derivatives			$	(7)
Total			$	(7)

Six Months Ended June 30, 2025			Gain (Loss) Recognized in OCI						Gain Reclassified from OCI into Income
			(in millions)
Derivatives designated as cash flow hedges:
Commodity derivatives			$	36					$	5
Foreign currency derivatives			117						1
Derivatives designated as net investment hedges:
Foreign currency derivatives			(2)						—
Total			$	151					$	6

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			Gain Recognized in Income
			(in millions)
Derivatives not designated:
Foreign currency derivatives			$	4
Total			$	4

The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other income, net in the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025, respectively.

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 June 30, 2026 and December 31, 2025, Aptiv was in a net derivative asset position from continuing operations of $51 million and $55 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 13. 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 20. 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 June 30, 2026, the carrying value of this investment was $59 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 20. 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 20. Investments in Affiliates for further information regarding these investments.

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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 from continuing operations held as of June 30, 2026 and December 31, 2025:

			Cost basis						Gross unrealized gains						Gross unrealized losses						Estimated fair value
			(in millions)
As of June 30, 2026
Available-for-sale debt securities			$	57					$	22					$	(19)					$	60
Total debt securities			$	57					$	22					$	(19)					$	60
As of December 31, 2025
Available-for-sale debt securities			$	57					$	20					$	(19)					$	58
Total debt securities			$	57					$	20					$	(19)					$	58

The change in fair value of available-for-sale debt securities classified as a Level 3 measurement for the six months ended June 30, 2026 and 2025 are as follows:

			Six Months Ended June 30,
			2026						2025
			(in millions)
Fair value at beginning of period			$	58					$	161
Additions			—						40
Measurement adjustments			2						10
Fair value at end of period			$	60					$	211

There were no impairment charges related to these investments during the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026 and December 31, 2025, Aptiv had the following assets from continuing operations 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 June 30, 2026:
Commodity derivatives			$	26					$	—					$	26					$	—
Foreign currency derivatives			26						—						26						—
Available-for-sale debt securities			60						—						—						60
Total			$	112					$	—					$	52					$	60
As of December 31, 2025:
Commodity derivatives			$	31					$	—					$	31					$	—
Foreign currency derivatives			25						—						25						—
Available-for-sale debt securities			58						—						—						58
Total			$	114					$	—					$	56					$	58

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As of June 30, 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 June 30, 2026:
Foreign currency derivatives			$	1					$	—					$	1					$	—
Total			$	1					$	—					$	1					$	—
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 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 June 30, 2026 and December 31, 2025, total debt was recorded at $5,354 million and $7,490 million, respectively, and had estimated fair values of $4,493 million and $6,639 million, respectively. For all other financial instruments recorded at June 30, 2026 and December 31, 2025, fair value approximates book value.

Fair Value Measurements on a Nonrecurring Basis

Other income, net included:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(in millions)
Interest income			$	7					$	13					$	15					$	24
Gain (loss) on extinguishment of debt			44						—						39						(3)
Components of net periodic benefit cost other than service cost			(3)						(4)						(5)						(6)
Gain on change in fair value of publicly traded equity securities			—						3						—						1
Other, net			10						3						6						3
Other income, net			$	58					$	15					$	55					$	19

As further described in Note 8. Debt, pursuant to the Tender Offer, during the three months ended June 30, 2026, Aptiv redeemed for cash $1,446 million in aggregate principal amount of certain senior notes, resulting in a gain on debt extinguishment of approximately $55 million. In addition, during the three months ended June 30, 2026, Aptiv redeemed for cash the entire $401 million in aggregate principal amount outstanding of the 4.650% Senior Notes, resulting in a loss on debt extinguishment of $11 million. During the six months ended June 30, 2026, Aptiv redeemed for cash the entire $266 million in aggregate principal amount outstanding of the 4.35% Senior Notes, resulting in a loss on debt extinguishment of approximately $5 million.

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Electrical Distribution Systems Spin-Off

On April 1, 2026, the Company completed the Separation of its Electrical Distribution Systems business into a new, independent publicly traded company, Versigent. Refer to Note 21. Discontinued Operations for additional detail.

Acquisition of Redeemable Noncontrolling Interest in Intercable Automotive Solutions S.r.l.

On November 30, 2022, Aptiv acquired 85% of the equity interests of Intercable Automotive, a manufacturer of high-voltage busbars and interconnect solutions, for total consideration of $609 million. The results of operations of Intercable Automotive are reported within the Engineered Components segment from the date of acquisition.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15% of Intercable Automotive for cash at a contractually defined value beginning in 2026. 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 sheets. The redeemable noncontrolling interest was 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 were recorded to retained earnings, with a corresponding increase or reduction to net income (loss) attributable to Aptiv.

In June 2026, the noncontrolling interest holders exercised their option to sell the remaining 15% of Intercable Automotive at the contractually defined value of approximately $67 million. The transaction closed on June 30, 2026. As a result, Aptiv owned 100% of the equity interest in Intercable Automotive as of June 30, 2026, and no redeemable noncontrolling interest remained. Redeemable noncontrolling interest was $102 million as of December 31, 2025.

Acquisition of Optical Fiber Packaging Ltd.

In June 2026, Aptiv entered into an agreement to acquire 100% of the equity interests of Optical Fiber Packaging Ltd. (“OFP”), a manufacturer of specialty fiber optic interconnects, components and integrated optical solutions, for approximately £18 million, subject to customary post-closing adjustments. The acquisition is anticipated to close in the second half of 2026 and will be accounted for as a business combination, with the operating results of OFP included within the Company’s Engineered Components segment from the date of acquisition.

Other

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

The Company had no other business acquisitions or divestitures for the fiscal year ended December 31, 2025.

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. Historical amounts disclosed within this note include amounts attributable to the Company’s discontinued operations, unless otherwise noted.

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In connection with the Separation, the Company made adjustments to the number of unvested RSUs with the intention of preserving the intrinsic value of the recipient’s awards prior to the Separation. Accordingly, the number of RSUs underlying each unvested award outstanding as of the date of the Separation was multiplied by a factor of 1.13, and the related grant date fair value was divided by a factor of 1.13, which resulted in no increase in the intrinsic value of awards outstanding. The RSUs continue to vest in accordance with their original vesting period. These adjustments to the Company’s share-based compensation awards did not result in additional compensation expense.

RSUs that were held by employees who transferred to Versigent in connection with the Separation were canceled and replaced by awards issued by Versigent. Employees remaining with Aptiv did not receive share-based compensation awards of Versigent as a result of the Separation. Except for the conversion of awards, the material terms of the awards remained unchanged.

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 2026						38,354						$	2					April 2027						N/A						N/A						N/A
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.

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						1.48						$	90					Annually on February 28, 2027 - 2029						December 31, 2028

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 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. For periods and activity prior to the Separation, RSU activity and the corresponding weighted average grant date fair values are presented based on the number of awards and grant date fair values before giving effect to the adjustments made in connection with the Separation, as described above.

			RSUs						Weighted Average Grant Date Fair Value
			(in thousands)
Nonvested, January 1, 2026			3,737						$	79.10
Granted			1,615						$	60.75
Vested			(767)						$	77.96
Forfeited			(296)						$	71.46
Adjustment due to Versigent Separation (1)			(214)
Nonvested, June 30, 2026 (2)			4,075						$	65.96

(1)Reflects the cancellation of awards outstanding as of the Distribution Date held by Versigent employees, which were converted to Versigent RSUs as part of the Separation, and the conversion of unvested RSUs for Aptiv employees in accordance with the conversion factor described above.

(2)Nonvested RSUs and the corresponding weighted average grant date fair value as of June 30, 2026 presented on an Aptiv basis using the conversion factor described above in connection with the Separation.

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Aptiv recognized share-based compensation expense from continuing operations related to these RSUs of $29 million ($25 million, net of tax) and $33 million ($29 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended June 30, 2026 and 2025, respectively. Aptiv recognized share-based compensation expense from continuing operations of $49 million ($43 million, net of tax) and $60 million ($53 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the six months ended June 30, 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 June 30, 2026, unrecognized compensation expense on a pre-tax basis of approximately $204 million is anticipated to be recognized over a weighted average period of approximately two years. For each of the six months ended June 30, 2026 and 2025, approximately $32 million and $17 million, respectively, of cash was paid and reflected as a financing activity from continuing operations in the consolidated statements of cash flows related to the tax withholding for vested RSUs.

Aptiv operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:

•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, income (loss) from discontinued operations, net of tax, amortization, restructuring, Separation costs related to the spin-off of the Electrical Distribution Systems business, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions (“Adjusted Operating Income”).

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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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.

As described in Note 21. Discontinued Operations, the Company’s previously reported Electrical Distribution Systems segment has been classified as discontinued operations for all periods presented. Amounts for shared operating expenses that were allocated to the Electrical Distribution Systems segment in prior periods have been re-allocated to the Company's reportable operating segments.

Included below are sales, significant expenses and operating data for Aptiv’s segments for the three and six months ended June 30, 2026 and 2025.

									Engineered Components						Intelligent Systems						Eliminations and Other (1)						Total
									(in millions)
For the Three Months Ended June 30, 2026:
Sales from external customers									$	1,781					$	1,493					$	—					$	3,274
Intersegment revenues									19						8						(27)						—
Net sales									$	1,800					$	1,501					$	(27)					$	3,274
Cost of sales									(1,303)						(1,223)						27						(2,499)
Selling, general and administrative									(193)						(139)						—						(332)
Other segment items (2)									13						17						—						30
Segment adjusted operating income									$	317					$	156					$	—					$	473
Depreciation and amortization									$	115					$	80					$	—					$	195
Operating income									$	267					$	100					$	—					$	367
Net gain on equity method transactions									$	—					$	3					$	—					$	3
Equity loss, net of tax									$	—					$	(17)					$	—					$	(17)
Net loss attributable to redeemable noncontrolling interest									$	(1)					$	—					$	—					$	(1)
Capital expenditures									$	78					$	34					$	13					$	125

									Engineered Components												Intelligent Systems						Eliminations and Other (1)						Total
									(in millions)
For the Three Months Ended June 30, 2025:
Sales from external customers									$	1,696											$	1,503					$	—					$	3,199
Intersegment revenues									22												4						(26)						—
Net sales									$	1,718											$	1,507					$	(26)					$	3,199
Cost of sales									(1,274)												(1,220)						26						(2,468)
Selling, general and administrative									(188)												(139)						—						(327)
Other segment items (2)									3												3						—						6
Segment adjusted operating income									$	259											$	151					$	—					$	410
Depreciation and amortization									$	115											$	75					$	—					$	190
Operating income									$	209											$	116					$	—					$	325
Net gain on equity method transactions									$	—											$	46					$	—					$	46
Equity loss, net of tax									$	—											$	(14)					$	—					$	(14)
Net income attributable to noncontrolling interest									$	—											$	—					$	5					$	5
Net loss attributable to redeemable noncontrolling interest									$	(1)											$	—					$	—					$	(1)
Capital expenditures									$	61											$	33					$	4					$	98

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									Engineered Components												Intelligent Systems						Eliminations and Other (1)						Total
									(in millions)
For the Six Months Ended June 30, 2026:
Sales from external customers									$	3,385											$	2,921					$	—					$	6,306
Intersegment revenues									37												13						(50)						—
Net sales									$	3,422											$	2,934					$	(50)					$	6,306
Cost of sales									(2,500)												(2,411)						50						(4,861)
Selling, general and administrative									(383)												(277)						—						(660)
Other segment items (2)									20												24						—						44
Segment adjusted operating income									$	559											$	270					$	—					$	829
Depreciation and amortization									$	229											$	155					$	—					$	384
Operating income									$	468											$	173					$	—					$	641
Net gain on equity method transactions									$	—											$	3					$	—					$	3
Equity loss, net of tax									$	—											$	(34)					$	—					$	(34)
Net income attributable to noncontrolling interest									$	—											$	—					$	3					$	3
Net loss attributable to redeemable noncontrolling interest									$	(2)											$	—					$	—					$	(2)
Capital expenditures									$	176											$	78					$	24					$	278

									Engineered Components												Intelligent Systems						Eliminations and Other (1)						Total
									(in millions)
For the Six Months Ended June 30, 2025:
Sales from external customers									$	3,262											$	2,924					$	—					$	6,186
Intersegment revenues									36												7						(43)						—
Net sales									$	3,298											$	2,931					$	(43)					$	6,186
Cost of sales									(2,441)												(2,386)						43						(4,784)
Selling, general and administrative									(362)												(274)						—						(636)
Other segment items (2)									11												12						—						23
Segment adjusted operating income									$	506											$	283					$	—					$	789
Depreciation and amortization									$	229											$	150					$	—					$	379
Operating income									$	403											$	211					$	—					$	614
Net gain on equity method transactions									$	—											$	46					$	—					$	46
Equity loss, net of tax									$	—											$	(29)					$	—					$	(29)
Net income attributable to noncontrolling interest									$	—											$	—					$	6					$	6
Net loss attributable to redeemable noncontrolling interest									$	(2)											$	—					$	—					$	(2)
Capital expenditures									$	182											$	74					$	11					$	267

(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. Net income attributable to noncontrolling interest amounts are attributable to discontinued operations.

(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 attributable to Aptiv for the three and six months ended June 30, 2026 and 2025 are as follows:

									Engineered Components												Intelligent Systems												Total
									(in millions)
For the Three Months Ended June 30, 2026:
Segment adjusted operating income									$	317											$	156											$	473
Amortization									(29)												(23)												(52)
Restructuring									(8)												(16)												(24)
Separation costs									(10)												(8)												(18)
Other acquisition and portfolio project costs									(3)												(5)												(8)
Asset impairments									—												(3)												(3)
Compensation expense related to acquisitions									—												(1)												(1)
Operating income																																	367
Interest expense																																	(62)
Other income, net																																	58
Net gain on equity method transactions																																	3
Income from continuing operations before income taxes and equity loss																																	366
Income tax expense																																	(52)
Equity loss, net of tax																																	(17)
Income from continuing operations																																	297
Loss from discontinued operations, net of tax																																	(50)
Net income																																	247
Net loss attributable to redeemable noncontrolling interest																																	(1)
Net income attributable to Aptiv																																	$	248

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									Engineered Components												Intelligent Systems												Total
									(in millions)
For the Three Months Ended June 30, 2025:
Segment adjusted operating income									$	259											$	151											$	410
Amortization									(30)												(22)												(52)
Restructuring									(17)												(10)												(27)
Separation costs									(1)												—												(1)
Other acquisition and portfolio project costs									(1)												(4)												(5)
Asset impairments									(1)												—												(1)
Gain on asset sale									—												5												5
Compensation expense related to acquisitions									—												(4)												(4)
Operating income																																	325
Interest expense																																	(92)
Other income, net																																	15
Net gain on equity method transactions																																	46
Income from continuing operations before income taxes and equity loss																																	294
Income tax expense																																	(16)
Equity loss, net of tax																																	(14)
Income from continuing operations																																	264
Income from discontinued operations, net of tax																																	133
Net income																																	397
Net income attributable to noncontrolling interest																																	5
Net loss attributable to redeemable noncontrolling interest																																	(1)
Net income attributable to Aptiv																																	$	393

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									Engineered Components												Intelligent Systems												Total
									(in millions)
For the Six Months Ended June 30, 2026:
Segment adjusted operating income									$	559											$	270											$	829
Amortization									(59)												(45)												(104)
Restructuring									(12)												(28)												(40)
Separation costs									(13)												(10)												(23)
Other acquisition and portfolio project costs									(7)												(8)												(15)
Asset impairments									—												(3)												(3)
Compensation expense related to acquisitions									—												(3)												(3)
Operating income																																	641
Interest expense																																	(146)
Other income, net																																	55
Net gain on equity method transactions																																	3
Income from continuing operations before income taxes and equity loss																																	553
Income tax expense																																	(94)
Equity loss, net of tax																																	(34)
Income from continuing operations																																	425
Income from discontinued operations, net of tax																																	13
Net income																																	438
Net income attributable to noncontrolling interest																																	3
Net loss attributable to redeemable noncontrolling interest																																	(2)
Net income attributable to Aptiv																																	$	437

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									Engineered Components												Intelligent Systems												Total
									(in millions)
For the Six Months Ended June 30, 2025:
Segment adjusted operating income									$	506											$	283											$	789
Amortization									(59)												(44)												(103)
Restructuring									(33)												(16)												(49)
Separation costs									(1)												—												(1)
Other acquisition and portfolio project costs									(4)												(8)												(12)
Asset impairments									(6)												—												(6)
Gain on asset sale									—												5												5
Compensation expense related to acquisitions									—												(9)												(9)
Operating income																																	614
Interest expense																																	(185)
Other income, net																																	19
Net gain on equity method transactions																																	46
Income from continuing operations before income taxes and equity loss																																	494
Income tax expense																																	(342)
Equity loss, net of tax																																	(29)
Income from continuing operations																																	123
Income from discontinued operations, net of tax																																	263
Net income																																	386
Net income attributable to noncontrolling interest																																	6
Net loss attributable to redeemable noncontrolling interest																																	(2)
Net income attributable to Aptiv																																	$	382

									Engineered Components												Intelligent Systems						Eliminations and Other (1)						Total
									(in millions)
Balance as of June 30, 2026:
Investments in affiliates									$	—											$	1,255					$	—					$	1,255
Total segment assets									$	10,734											$	9,856					$	(2,594)					$	17,996
Balance as of December 31, 2025:
Investments in affiliates									$	—											$	1,288					$	—					$	1,288
Total segment assets									$	10,236											$	9,213					$	3,964					$	23,413

(1)Eliminations and Other includes corporate assets and the elimination of inter-segment transactions, and includes assets of discontinued operations of $5,197 million as of December 31, 2025.

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.

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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.

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 and six months ended June 30, 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 and six months ended June 30, 2026 and 2025 is as follows:

For the Three Months Ended June 30, 2026:									Engineered Components						Intelligent Systems						Eliminations and Other						Total
									(in millions)
Geographic Market
North America									$	563					$	635					$	(5)					$	1,193
Europe, Middle East and Africa									597						588						(5)						1,180
Asia Pacific									602						278						(17)						863
South America									38						—						—						38
Total net sales									$	1,800					$	1,501					$	(27)					$	3,274

For the Three Months Ended June 30, 2025:									Engineered Components						Intelligent Systems						Eliminations and Other						Total
									(in millions)
Geographic Market
North America									$	535					$	572					$	(8)					$	1,099
Europe, Middle East and Africa									574						695						(14)						1,255
Asia Pacific									573						240						(4)						809
South America									36						—						—						36
Total net sales									$	1,718					$	1,507					$	(26)					$	3,199

For the Six Months Ended June 30, 2026:									Engineered Components						Intelligent Systems						Eliminations and Other						Total
									(in millions)
Geographic Market
North America									$	1,084					$	1,228					$	(12)					$	2,300
Europe, Middle East and Africa									1,154						1,211						(9)						2,356
Asia Pacific									1,115						495						(29)						1,581
South America									69						—						—						69
Total net sales									$	3,422					$	2,934					$	(50)					$	6,306

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For the Six Months Ended June 30, 2025:									Engineered Components						Intelligent Systems						Eliminations and Other						Total
									(in millions)
Geographic Market
North America									$	1,046					$	1,108					$	(14)					$	2,140
Europe, Middle East and Africa									1,078						1,354						(14)						2,418
Asia Pacific									1,108						469						(15)						1,562
South America									66						—						—						66
Total net sales									$	3,298					$	2,931					$	(43)					$	6,186

Revenue by core product line for the three and six months ended June 30, 2026 and 2025 are as follows:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(in millions)
Engineered Components			$	1,800					$	1,718					$	3,422					$	3,298
Sensors and Compute			1,364						1,386						2,668						2,691
Software and Services			152						137						297						270
Eliminations			(15)						(16)						(31)						(30)
Intelligent Systems			1,501						1,507						2,934						2,931
Eliminations			(27)						(26)						(50)						(43)
Total net sales			$	3,274					$	3,199					$	6,306					$	6,186

Contract Balances

Contract liabilities solely consist of deferred revenue. As of June 30, 2026 and December 31, 2025, the balance of contract liabilities was $74 million (of which $70 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 $58 million of revenues recognized during the six months ended June 30, 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 June 30, 2026, the balance of contract assets was $206 million (of which $107 million was recorded in other current assets and $99 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.

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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 June 30, 2026 was approximately $176 million. The Company expects to recognize approximately 55% 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 June 30, 2026 and December 31, 2025, Aptiv has recorded $31 million (of which $13 million was classified within other current assets and $18 million was classified within other long-term assets) and $21 million (of which $7 million was classified within other current assets and $14 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 $1 million and $1 million for the three months ended June 30, 2026 and 2025, respectively, and $2 million and $2 million for the six months ended June 30, 2026 and 2025, respectively.

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, except as noted below, 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”).

Investment in StradVision, Inc.

On June 30, 2026, StradVision, a provider of deep learning-based camera perception software for automotive applications, completed its initial public offering (“IPO”), and shares of StradVision began trading on the Korean stock exchange. As a result of the IPO, our common equity interest in StradVision was diluted from 41% as of March 31, 2026 to approximately 36% as of June 30, 2026. Accordingly, the Company recognized a gain of approximately $3 million (approximately $0.01 per diluted share) during the three months ended June 30, 2026, within net gain on equity method transactions in the consolidated statements of operations.

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

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 June 30, 2026 and December 31, 2025, the carrying value of the Company’s investment in StradVision was approximately $134 million and $143 million, respectively. As of June 30, 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 $131 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.

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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 June 30, 2026, the carrying values of the Company’s common equity and preferred equity investments in Motional were $222 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 investments 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 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.

The following is a summary of technology investments, which are classified within other long-term assets in the consolidated balance sheets, as of June 30, 2026 and December 31, 2025:

Investment Name						Segment															June 30, 2026						December 31, 2025
																					(in millions)
MAXIEYE Automotive Technology (Ningbo) Co., Ltd						Intelligent Systems															$	59					$	57
Other investments						Various															8						8
Total technology investments																					$	67					$	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 June 30, 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 June 30, 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 June 30, 2026, and the satisfaction of customary closing conditions. As of June 30, 2026, the Company’s investment in Maxieye was recorded at $59 million. Refer to Note 14. 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.

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

Versigent began trading on the NYSE under the symbol “VGNT” on April 1, 2026.

In connection with the Separation, the Company received a cash distribution of approximately $1.9 billion from Versigent. The Company used the proceeds received from the cash distribution to redeem the 4.650% Senior Notes and settle the Tender Offer, as described in Note 8. Debt. 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.

The requirements for presenting Versigent as a discontinued operation were met when the Separation was completed, requiring retrospective application to the balance sheet, statement of operations and statement of cash flows for all periods presented. Amounts for shared operating expenses allocated to the Electrical Distribution Systems segment in prior periods have been re-allocated to the Company's reportable operating segments.

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.

Coinciding with the completion of the Separation, the Company incurred costs of approximately $50 million ($50 million, net of tax) in bank-related success fees during the three months ended June 30, 2026, which have been reclassified to discontinued operations.

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

During the three months ended June 30, 2026, the Company recognized revenue of approximately $201 million for sales to Versigent.

The Company separated its defined benefit pension and other post-employment benefit plans in anticipation of the Separation. In addition, as a result of the Separation, the Company adjusted its employee share based compensation awards. Refer to Note 17. Share-Based Compensation for additional information.

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As a result of the completion of the Separation on April 1, 2026, there were no assets or liabilities of the discontinued operation as of June 30, 2026. The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations as of December 31, 2025:

									December 31, 2025
									(in millions)
Cash and cash equivalents									$	276
Accounts receivable, net									1,567
Inventories, net									772
Other current assets									226
Total current assets of discontinued operations									$	2,841
Property, net									$	902
Operating lease right-of-use assets									170
Investments in affiliates									143
Intangible assets, net									7
Deferred tax assets									417
Goodwill									588
Other long-term assets									129
Total long-term assets of discontinued operations									$	2,356
Short-term debt									$	58
Accounts payable									1,534
Other current liabilities									608
Total current liabilities of discontinued operations									$	2,200
Long-term debt									$	3
Pension benefit obligations									218
Long-term operating lease liabilities									131
Other long-term liabilities									97
Total long-term liabilities of discontinued operations									$	449

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A reconciliation of the major classes of line items constituting pre-tax profit or loss of discontinued operations to (loss) income from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(in millions)
Net sales			$	—					$	2,009					$	2,054					$	3,847
Cost of sales			—						1,743						1,804						3,332
Selling, general and administrative			—						79						99						154
Amortization			—						1						1						1
Restructuring (1)			—						25						46						40
Other loss items that are not major, net			50						2						56						6
(Loss) income from discontinued operations before income taxes and equity income (2)			(50)						159						48						314
Income tax benefit (expense) on discontinued operations			—						(29)						(39)						(59)
Equity income from discontinued operations			—						3						4						8
(Loss) income from discontinued operations, net of tax			(50)						133						13						263
Income from discontinued operations attributable to noncontrolling interest (2)			—						5						3						6
Net (loss) income from discontinued operations attributable to Aptiv			$	(50)					$	128					$	10					$	257

(1)Restructuring expense during the six months ended June 30, 2026 included the recognition of approximately $33 million for programs to downsize and close European manufacturing sites. Restructuring expense during the three and six months ended June 30, 2025 included the recognition of approximately $9 million and $22 million, respectively, for programs to downsize and close European manufacturing sites.

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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.

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 second 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.

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

Varun Laroyia, Executive Vice President and Chief Financial Officer

Adoption

5/22/2026

4/30/2027

Sale of up to 41,000 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.

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During the second 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).

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