US Market News
1月前
Aptiv Reports First Quarter 2026 Financial ResultsMay 5, 2026 6:45 AM
Business Wire Record First Quarter Revenue and Adjusted EPS Aptiv PLC (NYSE: APTV), a global industrial technology company, today reported financial results for the first quarter of 2026. These results include the Electrical Distribution systems (“EDS”) business, which completed its spin-off into a new publicly traded company, Versigent, on April 1, 2026. First Quarter Financial Highlights Include: U.S. GAAP revenue of $5.1 billion, an increase of 5% Revenue increased 1% adjusted for currency exchange and commodity movements U.S. GAAP net income of $189 million Adjusted EBITDA of $752 million U.S. GAAP diluted earnings per share of $0.88; Excluding special items, diluted earnings per share of $1.71 "We continued Aptiv’s strategic evolution with the successful spin-off of our EDS business as Versigent on April 1," said Kevin Clark, chair and chief executive officer. "Our value proposition is now even stronger, with a sharper focus on enabling devices and systems to sense, think, act, and optimize across industries. Through our comprehensive tech stack of advanced software and optimized hardware, and our robust operating model, we deliver performance and value at global scale for customers across multiple end markets. We are focused on delivering an attractive financial profile, with our strong free cash flow generation enabling incremental value creation opportunities." First Quarter 2026 Results For the three months ended March 31, 2026, the Company reported U.S. GAAP revenue of $5.1 billion, an increase of 5% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 1% in the first quarter. This reflects growth of 7% in North America, 3% in Asia Pacific, which includes a decline of 2% in China, and 7% growth in South America, our smallest region, partially offset by a decline of 7% in EMEA. The Company reported first quarter 2026 U.S. GAAP net income of $189 million, net income margin of 3.7% and earnings of $0.88 per diluted share, compared to U.S. GAAP net loss of $11 million, net loss margin of 0.2% and a loss of $0.05 per diluted share in the prior year period. First quarter Adjusted Net Income totaled $365 million, or earnings of $1.71 per diluted share, compared to $390 million, or $1.69 per diluted share, in the prior year period. The Company reported first quarter Adjusted EBITDA of $752 million, compared to $758 million in the prior year period. Adjusted EBITDA margin was 14.8%, compared to 15.7% in the prior year period, primarily reflecting increased commodity costs and unfavorable impacts of foreign currency exchange, partially offset by increased volumes. The Company reported first quarter Adjusted Operating Income of $562 million, compared to $572 million in the prior year period. Adjusted Operating Income margin was 11.0%, compared to 11.9% in the prior year period. Depreciation and amortization expense totaled $250 million, compared to $242 million in the prior year period. Interest expense for the first quarter totaled $89 million, compared to $93 million in the prior year period. Tax expense in the first quarter of 2026 was $81 million. Tax expense in the first quarter of 2025 was $356 million, which primarily reflects an increase to valuation allowances of approximately $300 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025. Net cash flow used in operating activities totaled $143 million in the first quarter, compared to $273 million generated in the prior year period. The Company reported negative Free Cash Flow of $362 million in the first quarter, compared to $76 million generated in the prior year period. Reconciliations of Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are provided in the attached supplemental schedules. Debt Redemptions and Share Repurchases During the first quarter of 2026, the Company redeemed the entire $266 million aggregate principal amount outstanding of the 4.35% senior notes due in 2029 utilizing cash on hand. In April 2026, the Company redeemed $1,847 million of aggregate principal amount of certain senior notes principally utilizing proceeds from the cash distribution received from Versigent in connection with the spin-off. The Company repurchased and retired 1.0 million shares for $75 million in the first quarter of 2026. As of March 31, 2026, $2.0 billion remained available for future share repurchases under the existing $5.0 billion authorization. Reportable Segments Commencing with the first quarter of 2026, Aptiv renamed its Advanced Safety and User Experience segment to Intelligent Systems and its Engineered Components Group segment to Engineered Components. Commencing with the second quarter of 2026, Aptiv’s results will exclude its EDS segment, which completed its spin-off into a new publicly traded company, Versigent, on April 1, 2026. Q2 and Full Year 2026 Outlook The Company’s second quarter and full year 2026 financial guidance is as follows. This reflects New Aptiv without the EDS business, which will be treated as a discontinued operation for reporting purposes beginning April 1, 2026. (in millions, except per share amounts) New Aptiv
Q2 2026 New Aptiv (Pro Forma)
Full Year 2026 Net sales $3,200 - $3,400 $12,800 - $13,200 U.S. GAAP net income $140 - $180 $830 - $910 U.S. GAAP net income margin 4.8% 6.7% Adjusted EBITDA $555 - $605 $2,360 - $2,480 Adjusted EBITDA margin 17.6% 18.6% U.S. GAAP diluted net income per share $0.65 - $0.85 $3.85 - $4.25 Adjusted net income per share $1.30 - $1.50 $5.70 - $6.10 Cash flow from operations $1,315 - $1,515 Free cash flow $650 - $850 U.S. GAAP effective tax rate ~18.5% ~18.5% Adjusted effective tax rate ~18.5% ~18.5% Conference Call and Webcast The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.330.6710 (U.S.) or +1.213.279.1505 (international) or through a webcast at ir.aptiv.com. The conference ID number is 6661715. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company’s website. A replay will be available two hours following the conference call. Use of Non-GAAP Financial Information This press release contains information about Aptiv’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are non-GAAP financial measures. Adjusted Revenue Growth represents the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Adjusted EBITDA represents net income (loss) before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of net sales. Adjusted Operating Income represents net income (loss) before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, separation costs related to the planned spin-off of the Electrical Distribution Systems business, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of net sales. Adjusted Net Income represents net income (loss) attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period. Free cash flow represents cash provided by (used in) operating activities less capital expenditures. Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes. Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies. About Aptiv Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future across multiple end markets. Visit aptiv.com. Forward-Looking Statements This press release, as well as other statements made by Aptiv PLC (the “Company”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law. APTIV PLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 2026 2025 (in millions, except per share amounts) Net sales $ 5,086 $ 4,825 Operating expenses: Cost of sales 4,166 3,905 Selling, general and administrative 427 384 Amortization 53 51 Restructuring 62 37 Total operating expenses 4,708 4,377 Operating income 378 448 Interest expense (89 ) (93 ) Other expense, net (4 ) — Income before income taxes and equity loss 285 355 Income tax expense (81 ) (356 ) Income (loss) before equity loss 204 (1 ) Equity loss, net of tax (13 ) (10 ) Net income (loss) 191 (11 ) Net income attributable to noncontrolling interest 3 1 Net loss attributable to redeemable noncontrolling interest (1 ) (1 ) Net income (loss) attributable to Aptiv $ 189 $ (11 ) Diluted net income (loss) per share: Diluted net income (loss) per share attributable to Aptiv $ 0.88 $ (0.05 ) Weighted average number of diluted shares outstanding 213.80 230.16 APTIV PLC CONDENSED CONSOLIDATED BALANCE SHEETS March 31,
2026 December 31,
2025 (Unaudited) (in millions) ASSETS Current assets: Cash and cash equivalents $ 3,173 $ 1,851 Restricted cash 4 3 Accounts receivable, net 3,798 3,477 Inventories 2,746 2,561 Other current assets 999 853 Total current assets 10,720 8,745 Long-term assets: Property, net 3,685 3,774 Operating lease right-of-use assets 504 501 Investments in affiliates 1,418 1,431 Intangible assets, net 1,940 2,004 Goodwill 4,548 4,596 Other long-term assets 2,388 2,362 Total long-term assets 14,483 14,668 Total assets $ 25,203 $ 23,413 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ 102 $ 81 Accounts payable 3,204 3,157 Accrued liabilities 1,763 1,799 Total current liabilities 5,069 5,037 Long-term liabilities: Long-term debt 9,248 7,470 Pension benefit obligations 416 430 Long-term operating lease liabilities 394 401 Other long-term liabilities 554 576 Total long-term liabilities 10,612 8,877 Total liabilities 15,681 13,914 Commitments and contingencies Redeemable noncontrolling interest 99 102 Total Aptiv shareholders’ equity 9,233 9,207 Noncontrolling interest 190 190 Total shareholders’ equity 9,423 9,397 Total liabilities, redeemable noncontrolling interest and shareholders’ equity $ 25,203 $ 23,413 APTIV PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2026 2025 (in millions) Cash flows from operating activities: Net income (loss) $ 191 $ (11 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 250 242 Restructuring expense, net of cash paid 4 (18 ) Deferred income taxes (28 ) 336 Loss from equity method investments, net of dividends received 13 10 Loss on extinguishment of debt 5 3 Other, net 45 45 Changes in operating assets and liabilities: Accounts receivable, net (321 ) (288 ) Inventories (185 ) (109 ) Accounts payable 133 104 Other, net (241 ) (36 ) Pension contributions (9 ) (5 ) Net cash (used in) provided by operating activities (143 ) 273 Cash flows from investing activities: Capital expenditures (219 ) (197 ) Proceeds from sale of property — 1 Cost of technology investments — (12 ) Settlement of derivatives (2 ) 5 Net cash used in investing activities (221 ) (203 ) Cash flows from financing activities: Increase (decrease) in other short and long-term debt, net 499 (529 ) Repayment of senior notes (270 ) — Proceeds from issuance of senior and junior notes, net of issuance costs 1,577 — Fees related to modification of debt agreements — (5 ) Dividend payments of consolidated affiliates to minority shareholders (4 ) — Repurchase of ordinary shares (76 ) — Taxes withheld and paid on employees’ restricted share awards (34 ) (19 ) Net cash provided by (used in) financing activities 1,692 (553 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash (5 ) 10 Increase (decrease) in cash, cash equivalents and restricted cash 1,323 (473 ) Cash, cash equivalents and restricted cash at beginning of the period 1,854 1,574 Cash, cash equivalents and restricted cash at end of the period $ 3,177 $ 1,101 APTIV PLC FOOTNOTES (Unaudited) 1. Segment Summary Three Months Ended March 31, 2026 2025 % (in millions) Net Sales Electrical Distribution Systems $ 2,212 $ 2,024 9% Engineered Components 1,657 1,581 5% Intelligent Systems 1,433 1,424 1% Eliminations and Other (a) (216 ) (204 ) Net Sales $ 5,086 $ 4,825 Adjusted EBITDA Electrical Distribution Systems $ 203 $ 200 2% Engineered Components 354 352 1% Intelligent Systems 195 206 (5)% Adjusted EBITDA $ 752 $ 758 (a) Eliminations and Other includes the elimination of inter-segment transactions. 2. Weighted Average Number of Diluted Shares Outstanding The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income (loss) per share attributable to Aptiv for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 (in millions, except per share amounts) Weighted average ordinary shares outstanding, basic 212.91 230.16 Dilutive shares related to RSUs 0.89 — Weighted average ordinary shares outstanding, including dilutive shares 213.80 230.16 Net income (loss) per share attributable to Aptiv: Basic $ 0.89 $ (0.05 ) Diluted $ 0.88 $ (0.05 ) APTIV PLC
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited) In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted EBITDA,” “Adjusted Operating Income,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Free Cash Flow.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules. Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies. Three Months Ended
March 31, 2026 Reported net sales % change 5 % Less: foreign currency exchange and commodities 4 % Adjusted revenue growth 1 % Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income (loss) before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies. EBITDA margin represents EBITDA as a percentage of net sales, and Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales. Consolidated Adjusted EBITDA Three Months Ended March 31, 2026 2025 (in millions) $ Margin $ Margin Net income (loss) attributable to Aptiv $ 189 3.7 % $ (11 ) (0.2 )% Interest expense 89 93 Income tax expense 81 356 Net income attributable to noncontrolling interest 3 1 Net loss attributable to redeemable noncontrolling interest (1 ) (1 ) Depreciation and amortization (a) 250 242 EBITDA $ 611 12.0 % $ 680 14.1 % Other expense, net 4 — Equity loss, net of tax 13 10 Restructuring 62 37 Separation costs 57 19 Other acquisition and portfolio project costs 7 7 Compensation expense related to acquisitions 2 5 Net gain on lease terminations (4 ) — Adjusted EBITDA $ 752 14.8 % $ 758 15.7 % (a) Includes asset impairments. Segment Adjusted EBITDA (in millions) Three Months Ended March 31, 2026 Electrical
Distribution
Systems Engineered
Components Intelligent
Systems Total Operating income $ 41 $ 234 $ 103 $ 378 Restructuring 46 4 12 62 Separation costs 57 — — 57 Other acquisition and portfolio project costs 1 3 3 7 Compensation expense related to acquisitions — — 2 2 Net gain on lease terminations (4 ) — — (4 ) Depreciation and amortization (a) 62 113 75 250 Adjusted EBITDA $ 203 $ 354 $ 195 $ 752 Three Months Ended March 31, 2025 Electrical
Distribution
Systems Engineered
Components Intelligent
Systems Total Operating income $ 106 $ 223 $ 119 $ 448 Restructuring 16 15 6 37 Separation costs 19 — — 19 Other acquisition and portfolio project costs 2 2 3 7 Compensation expense related to acquisitions — — 5 5 Depreciation and amortization (a) 57 112 73 242 Adjusted EBITDA $ 200 $ 352 $ 206 $ 758 (a) Includes asset impairments. Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income (loss) before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales. Consolidated Adjusted Operating Income Three Months Ended March 31, 2026 2025 ($ in millions) $ Margin $ Margin Net income (loss) attributable to Aptiv $ 189 3.7 % $ (11 ) (0.2 )% Interest expense 89 93 Other expense, net 4 — Income tax expense 81 356 Equity loss, net of tax 13 10 Net income attributable to noncontrolling interest 3 1 Net loss attributable to redeemable noncontrolling interest (1 ) (1 ) Operating income $ 378 7.4 % $ 448 9.3 % Amortization 53 51 Restructuring 62 37 Separation costs 57 19 Other acquisition and portfolio project costs 7 7 Asset impairments 7 5 Compensation expense related to acquisitions 2 5 Net gain on lease terminations (4 ) — Adjusted operating income $ 562 11.0 % $ 572 11.9 % Segment Adjusted Operating Income (in millions) Three Months Ended March 31, 2026 Electrical
Distribution
Systems Engineered
Components Intelligent
Systems Total Operating income $ 41 $ 234 $ 103 $ 378 Amortization 1 30 22 53 Restructuring 46 4 12 62 Separation costs 57 — — 57 Other acquisition and portfolio project costs 1 3 3 7 Asset impairments 7 — — 7 Compensation expense related to acquisitions — — 2 2 Net gain on lease terminations (4 ) — — (4 ) Adjusted operating income $ 149 $ 271 $ 142 $ 562 Three Months Ended March 31, 2025 Electrical
Distribution
Systems Engineered
Components Intelligent
Systems Total Operating income $ 106 $ 223 $ 119 $ 448 Amortization — 29 22 51 Restructuring 16 15 6 37 Separation costs 19 — — 19 Other acquisition and portfolio project costs 2 2 3 7 Asset impairments — 5 — 5 Compensation expense related to acquisitions — — 5 5 Adjusted operating income $ 143 $ 274 $ 155 $ 572 Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net (loss) income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding, for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies. Three Months Ended March 31, 2026 2025 (in millions, except per share amounts) Net income (loss) attributable to Aptiv $ 189 $ (11 ) Adjusting items: Amortization 53 51 Restructuring 62 37 Separation costs 57 19 Other acquisition and portfolio project costs 7 7 Asset impairments 7 5 Compensation expense related to acquisitions 2 5 Net gain on lease terminations (4 ) — Loss on extinguishment of debt 5 3 Loss on change in fair value of publicly traded equity securities — 2 Pension curtailment loss 4 — Interest expense on Versigent debt 2 — Tax impact of intercompany transfers of intellectual property and other related transactions (a) — 294 Tax impact of Separation-related transactions 15 — Tax impact of adjusting items (b) (34 ) (22 ) Adjusted net income attributable to Aptiv $ 365 $ 390 Weighted average number of diluted shares outstanding 213.80 230.16 Diluted net income (loss) per share attributable to Aptiv $ 0.88 $ (0.05 ) Adjusted net income per share $ 1.71 $ 1.69 (a) As a result of the Pillar Two OECD Administrative Guidance released in the first quarter of 2025, the Company no longer expects to obtain significant benefits from the tax incentive granted to its Swiss subsidiary in 2023. Accordingly, the Company recognized an increase to valuation allowances of $294 million to reduce the related deferred tax asset during the three months ended March 31, 2025. (b) Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred. Free Cash Flow: Free Cash Flow is presented as a supplemental measure of the Company’s liquidity, which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Free Cash Flow is defined as cash provided by (used in) operating activities less capital expenditures. Not all companies use identical calculations of Free Cash Flow, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Free Cash Flow does not reflect cash used to service debt, pay dividends or repurchase shares, and therefore, does not necessarily reflect funds available for investment or other discretionary uses. Three Months Ended March 31, 2026 2025 (in millions) Net cash (used in) provided by operating activities $ (143 ) $ 273 Capital expenditures (219 ) (197 ) Free cash flow $ (362 ) $ 76 Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company’s financial guidance to the most comparable forward-looking GAAP measure for the second quarter and full year 2026 is as follows. This reflects New Aptiv without the EDS business, which will be treated as a discontinued operation for reporting purposes beginning April 1, 2026. New Aptiv New Aptiv (Pro Forma) Estimated Q2 Estimated Full Year 2026 (a) 2026 (a) ($ in millions) Adjusted EBITDA $ Margin (b) $ Margin (b) Net income attributable to Aptiv $ 160 4.8 % $ 870 6.7 % Interest expense 60 270 Income tax expense 40 210 Net loss attributable to noncontrolling interest (c) — (5 ) Depreciation and amortization 190 785 EBITDA $ 450 13.6 % $ 2,130 16.4 % Other income, net (10 ) (45 ) Equity loss, net of tax 15 55 Restructuring 35 115 Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business 90 165 Adjusted EBITDA $ 580 17.6 % $ 2,420 18.6 % (a) Prepared at the estimated mid-point of the Company’s financial guidance range. (b) Represents net income attributable to Aptiv, EBITDA and Adjusted EBITDA as a percentage of estimated net sales. (c) Includes portion attributable to redeemable noncontrolling interest. New Aptiv New Aptiv (Pro Forma) Estimated Q2 Estimated Full Year 2026 (a) 2026 (a) Adjusted Net Income Per Share ($ and shares in millions, except per share amounts) Net income attributable to Aptiv $ 160 $ 870 Adjusting items: Amortization 50 210 Restructuring 35 115 Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business 90 165 Tax impact of adjusting items (30 ) (90 ) Adjusted net income attributable to Aptiv $ 305 $ 1,270 Weighted average number of diluted shares outstanding 215.00 215.00 Diluted net income per share attributable to Aptiv $ 0.75 $ 4.05 Adjusted net income per share $ 1.40 $ 5.90 (a) Prepared at the estimated mid-point of the Company’s financial guidance range. New Aptiv (Pro Forma) Estimated Full Year 2026 (a) Free Cash Flow (in millions) Net cash provided by operating activities $ 1,415 Capital expenditures (665 ) Free cash flow $ 750 (a) Prepared at the estimated mid-point of the Company’s financial guidance range. View source version on businesswire.com: https://www.businesswire.com/news/home/20260505257856/en/ Investor Contact:
Betsy Frank
+1.929.240.1777
betsy.frank@aptiv.com Original: Aptiv Reports First Quarter 2026 Financial Results
US Market News
2月前
Aptiv Announces the Expiration and Final Results of Its Cash Tender OfferApril 6, 2026 6:45 AM
Business Wire
Aptiv PLC (“Aptiv”) (NYSE: APTV), a global technology company focused on enabling a more automated, electrified and digitalized future, today announced the expiration and final tender results of its previously announced cash tender offer (the “Tender Offer”) by its wholly-owned subsidiary, Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (the “Company”), to purchase the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) for aggregate consideration of up to $1,371,000,000, exclusive of any accrued interest through the payment date of the Notes (the “Maximum Aggregate Consideration”), in the order of priority, and subject to the Series Caps shown in the table below.
The Tender Offer expired at 5:00 p.m., New York City time, on April 3, 2026 (such date and time, the “Expiration Date”). According to the information provided by Global Bondholder Services Corporation, the aggregate principal amount of each Series of Notes that was tendered and not validly withdrawn as of the Early Tender Deadline and as of the Expiration Date is set forth in the table below.
The Financing Condition for the Tender Offer as described in Offer to Purchase dated March 6, 2026 (as it may be amended or supplemented, the “Offer to Purchase”) has been satisfied. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
In accordance with the Offer to Purchase, the Company will accept for purchase the principal amount of each Series of Notes set forth in the table below.
Title of Security
CUSIP / ISIN
Aggregate Principal
Amount Outstanding
Prior to Tender Offer
Series Cap (1)
Acceptance Priority Level(2)
Aggregate Principal Amount Tendered as of Early Tender Deadline(3)
Aggregate Principal
Amount Tendered After the Early Tender Deadline and Prior to the Expiration Date(3)
Aggregate Principal
Amount to be Accepted in the Tender Offer
Proration Factor(4)
3.250% Senior Notes due 2032
00217G AB9 / US00217GAB95
$717,247,000
N/A
1
$447,590,000
$8,943,000
$456,533,000
N/A
5.150% Senior Notes due 2034
03837AAB6 / US03837AAB61
$515,938,000
N/A
2
$366,989,000
$3,530,000
$370,519,000
N/A
5.750% Senior Notes due 2054
03837AAC4 / US03837AAC45
$550,000,000
N/A
3
$302,308,000
$1,500,000
$303,808,000
N/A
5.400% Senior Notes due 2049
03835V AH9 / US03835VAH96
$350,000,000
N/A
4
$123,491,000
$31,000
$123,522,000
N/A
4.400% Senior Notes due 2046
03835VAF3 / US03835VAF31
$300,000,000
N/A
5
$111,690,000
$25,000
$111,715,000
N/A
4.150% Senior Notes due 2052
00217G AC7 / US00217GAC78
$1,000,000,000
$100,000,000
6
$415,068,000
$158,000
$79,619,000
19.2%
3.100% Senior Notes due 2051
03835V AJ5 / US03835VAJ52
$1,500,000,000
$100,000,000
7
$691,948,000
$0
$0
N/A
__________________
(1)
The Series Caps represent the maximum aggregate consideration to be paid to purchase the Notes of such Series pursuant to the Tender Offer.
(2)
Subject to the Maximum Aggregate Consideration, the Series Caps and proration, the principal amount of each Series of Notes that will be purchased in the Tender Offer has been determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.
(3)
As reported by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer.
(4)
In accordance with the terms of the Offer to Purchase, the 4.150% Senior Notes due 2052 (the “2052 Notes”) accepted for purchase are subject to proration so that the Company accepts for purchase the Notes for aggregate consideration of up to the Maximum Aggregate Consideration. The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.
Payment for all Notes accepted for purchase by the Company in the Tender Offer will be made on the settlement date, which is expected to be April 7, 2026 (the “Settlement Date”).
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as dealer managers for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect) or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or contact@gbsc-usa.com.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes.
About Aptiv
Aptiv is a global industrial technology company enabling more automated, electrified, and digitalized solutions across multiple end-markets.
Forward-Looking Statements
This press release contains certain forward-looking statements, including those related to the Tender Offer. Such forward-looking statements are subject to many risks, uncertainties and factors, which may cause the actual results to be materially different from any future results. All statements that address future operating, financial or business performance or Aptiv’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to Aptiv’s products, including the ongoing semiconductor supply shortage; Aptiv’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability of Aptiv to integrate and realize the expected benefits of recent transactions; the ability of Aptiv to attract, motivate and/or retain key executives; the ability of Aptiv to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; the ability of Aptiv to attract and retain customers; Aptiv’s failure to manage Versigent’s transition to a standalone public company; and Aptiv’s failure to achieve some or all of the benefits expected from the Spin-Off and other risks related to the completion of the Spin-Off. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aptiv’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Aptiv. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260406462495/en/
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
Original: Aptiv Announces the Expiration and Final Results of Its Cash Tender Offer
US Market News
3月前
Aptiv Announces Pricing Terms of Cash Tender OfferMarch 20, 2026 1:15 PM
Business Wire
Aptiv PLC (“Aptiv”) (NYSE: APTV), a global technology company focused on enabling a more automated, electrified and digitalized future, today announced the pricing terms for the previously announced cash tender offer (the “Tender Offer”) by its wholly-owned subsidiary, Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (the “Company”), to purchase the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) for aggregate consideration of up to $1,371,000,000, exclusive of any accrued interest through the payment date of the Notes (as it may be increased or decreased by the Company in accordance with applicable law, the “Maximum Aggregate Consideration”), in the order of priority, and subject to the Series Caps shown in the table below.
Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase dated March 6, 2026 (as it may be amended or supplemented, the “Offer to Purchase”).
The applicable total consideration to be paid in the Tender Offer for each Series of Notes accepted for purchase was determined by reference to a fixed spread specified for such Series of Notes over the yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Security, in each case as set forth in the table below (the “Total Tender Offer Consideration”). The Reference Yields listed in the table below were determined (pursuant to the Offer to Purchase) at 10:00 a.m., New York City time, today, March 20, 2026, by the Dealer Managers (identified below). The applicable Total Tender Offer Consideration for each Series of Notes includes an Early Tender Premium of $30 per $1,000 principal amount of Notes accepted for purchase by the Company. Holders of Notes who validly tender their Notes after the Early Tender Deadline and before the Expiration Date and whose Notes are accepted for purchase will receive the Late Tender Offer Consideration, which is the Total Tender Offer Consideration for each $1,000 in principal amount of Notes less the Early Tender Premium of $30 per $1,000 principal amount of Notes.
In addition, all payments for Notes purchased in the Tender Offer will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant Series of Notes up to, but not including, the settlement date, which is currently expected to be April 7, 2026 (the “Settlement Date”).
The following table sets forth the pricing information for each Series of Notes in the Tender Offer:
Title of
Security
CUSIP / ISIN
Aggregate
Principal Amount
Outstanding
Series Cap
(1)
Acceptance
Priority
Level (2)
Reference
U.S. Treasury
Security
Reference
Yield
Fixed Spread
(basis points)
Total Tender
Offer
Consideration (3)
3.250% Senior
Notes due 2032
00217G AB9 /
US00217GAB95
$717,247,000
N/A
1
3.500% due
02/28/2031
3.997%
+40
$940.93
5.150% Senior
Notes due 2034
03837AAB6 /
US03837AAB61
$515,938,000
N/A
2
4.125% due
02/15/36
4.352%
+45
$1,023.34
5.750% Senior
Notes due 2054
03837AAC4 /
US03837AAC45
$550,000,000
N/A
3
4.625% due
11/15/55
4.917%
+105
$970.42
5.400% Senior
Notes due 2049
03835V AH9 /
US03835VAH96
$350,000,000
N/A
4
4.625% due
02/15/46
4.924%
+105
$928.78
4.400% Senior
Notes due 2046
03835VAF3 /
US03835VAF31
$300,000,000
N/A
5
4.625% due
02/15/46
4.924%
+100
$820.54
4.150% Senior
Notes due 2052
00217G AC7 /
US00217GAC78
$1,000,000,000
$100,000,000
6
4.625% due
11/15/55
4.917%
+95
$772.13
3.100% Senior
Notes due 2051
03835V AJ5 /
US03835VAJ52
$1,500,000,000
$100,000,000
7
4.625% due
11/15/55
4.917%
+90
$640.18
______________________
(1)
The Series Caps represent the maximum aggregate consideration to be paid to purchase the Notes of such Series pursuant to the Tender Offer. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate one or more Series Caps at any time, subject to applicable law.
(2)
Subject to the Maximum Aggregate Consideration, the Series Caps and proration, the principal amount of each Series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.
(3)
Payable for each $1,000 principal amount of applicable Notes validly tendered and accepted for purchase by the Company and includes the Early Tender Premium. In addition, holders whose Notes are accepted will also receive accrued and unpaid interest on such Notes to, but not including, the Settlement Date.
The Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase, including the consummation of the previously announced separation (the “Spin-Off”) of Aptiv’s Electrical Distribution Systems business into a new, independent publicly traded company, which will be named Versigent, and the receipt by Aptiv of a special dividend from Versigent in an amount not less than $1,700,000,000 in connection with the Spin-Off, in each case on or prior to the Settlement Date (the “Financing Condition”). Assuming the conditions set forth in the Offer to Purchase, including the Financing Condition, are satisfied or waived, the Company will accept for purchase the Notes for aggregate consideration up to the Maximum Aggregate Consideration that are validly tendered and not validly withdrawn as of the Expiration Date in accordance with the acceptance priority levels, and subject to the Series Caps, specified in the table above and on the cover page of the Offer to Purchase.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on April 3, 2026, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as it may be extended, the “Expiration Date”).
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as dealer managers for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect) or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or contact@gbsc-usa.com.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated March 6, 2026. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, Aptiv, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any Notes or any of their respective directors, officers, employees, agents or affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About Aptiv
Aptiv is a global industrial technology company enabling more automated, electrified, and digitalized solutions across multiple end-markets.
Forward-Looking Statements
This press release contains certain forward-looking statements, including those related to the Tender Offer. Such forward-looking statements are subject to many risks, uncertainties and factors, which may cause the actual results to be materially different from any future results. All statements that address future operating, financial or business performance or Aptiv’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to Aptiv’s products, including the ongoing semiconductor supply shortage; Aptiv’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability of Aptiv to integrate and realize the expected benefits of recent transactions; the ability of Aptiv to attract, motivate and/or retain key executives; the ability of Aptiv to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; the ability of Aptiv to attract and retain customers; Aptiv’s failure to complete the Spin-Off and related financing transactions as planned or at all; Aptiv’s failure to manage Versigent’s transition to a standalone public company; and Aptiv’s failure to achieve some or all of the benefits expected from the Spin-Off and other risks related to the completion of the Spin-Off. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aptiv’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Aptiv. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260320077282/en/
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
Original: Aptiv Announces Pricing Terms of Cash Tender Offer
US Market News
3月前
Aptiv Announces Early Results and Upsizing of Cash Tender OfferMarch 20, 2026 6:45 AM
Business Wire
Aptiv PLC (“Aptiv”) (NYSE: APTV), a global technology company focused on enabling a more automated, electrified and digitalized future, today announced the early results of the previously announced cash tender offer (the “Tender Offer”) by its wholly-owned subsidiary, Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (the “Company”), to purchase the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) for aggregate consideration of up to the Maximum Aggregate Consideration, in the order of priority, and subject to the Series Caps shown in the table below. Additionally, the Company announced that it has amended the Tender Offer to increase the Maximum Aggregate Consideration from $1,350,000,000 to $1,371,000,000.
Except as described in this news release, all other terms and conditions of the Tender Offer remain unchanged and are described in the Offer to Purchase dated March 6, 2026 (as it may be amended or supplemented, the “Offer to Purchase”). Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.
According to the information provided by Global Bondholder Services Corporation, the aggregate principal amount of each Series of Notes that was validly tendered and not validly withdrawn as of the Early Tender Deadline is set forth in the table below.
Title of Security
CUSIP / ISIN
Aggregate Principal Amount Outstanding
Series Cap (1)
Acceptance Priority Level (2)
Principal Amount
Tendered as of Early
Tender Deadline (3)
3.250% Senior Notes due 2032
00217G AB9 / US00217GAB95
$717,247,000
N/A
1
$447,590,000
5.150% Senior Notes due 2034
03837AAB6 / US03837AAB61
$515,938,000
N/A
2
$366,989,000
5.750% Senior Notes due 2054
03837AAC4 / US03837AAC45
$550,000,000
N/A
3
$302,308,000
5.400% Senior Notes due 2049
03835V AH9 / US03835VAH96
$350,000,000
N/A
4
$123,491,000
4.400% Senior Notes due 2046
03835VAF3 / US03835VAF31
$300,000,000
N/A
5
$111,690,000
4.150% Senior Notes due 2052
00217G AC7 / US00217GAC78
$1,000,000,000
$100,000,000
6
$415,068,000
3.100% Senior Notes due 2051
03835V AJ5 / US03835VAJ52
$1,500,000,000
$100,000,000
7
$691,948,000
______
(1)
The Series Caps represent the maximum aggregate consideration to be paid to purchase the Notes of such Series pursuant to the Tender Offer. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate one or more Series Caps at any time, including on or after the Price Determination Date (as defined below), subject to applicable law.
(2)
Subject to the Maximum Aggregate Consideration, the Series Caps and proration, the principal amount of each Series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.
(3)
As reported by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer.
The Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase, including the consummation of the previously announced separation (the “Spin-Off”) of Aptiv’s Electrical Distribution Systems business into a new, independent publicly traded company, which will be named Versigent, and the receipt by Aptiv of a special dividend from Versigent in an amount not less than $1,700,000,000 in connection with the Spin-Off, in each case on or prior to the Settlement Date (as defined below) (the “Financing Condition”). Assuming the conditions set forth in the Offer to Purchase, including the Financing Condition, are satisfied or waived, the Company will accept for purchase the Notes for aggregate consideration up to the Maximum Aggregate Consideration that are validly tendered and not validly withdrawn as of the Expiration Date in accordance with the acceptance priority levels, and subject to the Series Caps, specified in the table above and on the cover page of the Offer to Purchase.
The Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and not withdrawn before the Early Tender Deadline and accepted for payment pursuant to the Tender Offer on the Settlement Date will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security, as described in the Offer to Purchase. The Total Tender Offer Consideration will be calculated by the Dealer Managers (identified below) for the Tender Offer at 10:00 a.m., New York City time, on March 20, 2026 (the “Price Determination Date”).
All payments for Notes purchased in the Tender Offer will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant Series of Notes up to, but not including, the settlement date, which is currently expected to be April 7, 2026 (the “Settlement Date”).
In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on March 19, 2026. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as dealer managers for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect) or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or contact@gbsc-usa.com.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated March 6, 2026. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, Aptiv, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any Notes or any of their respective directors, officers, employees, agents or affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About Aptiv
Aptiv is a global industrial technology company enabling more automated, electrified, and digitalized solutions across multiple end-markets.
Forward-Looking Statements
This press release contains certain forward-looking statements, including those related to the Tender Offer. Such forward-looking statements are subject to many risks, uncertainties and factors, which may cause the actual results to be materially different from any future results. All statements that address future operating, financial or business performance or Aptiv’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to Aptiv’s products, including the ongoing semiconductor supply shortage; Aptiv’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability of Aptiv to integrate and realize the expected benefits of recent transactions; the ability of Aptiv to attract, motivate and/or retain key executives; the ability of Aptiv to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; the ability of Aptiv to attract and retain customers; Aptiv’s failure to complete the Spin-Off and related financing transactions as planned or at all; Aptiv’s failure to manage Versigent’s transition to a standalone public company; and Aptiv’s failure to achieve some or all of the benefits expected from the Spin-Off and other risks related to the completion of the Spin-Off. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aptiv’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Aptiv. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260320957124/en/
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
Original: Aptiv Announces Early Results and Upsizing of Cash Tender Offer
US Market News
3月前
Aptiv Announces Cash Tender Offer for 3.250% Senior Notes Due 2032, 5.150% Senior Notes Due 2034, 5.750% Senior Notes Due 2054, 5.400% Senior Notes Due 2049, 4.400% Senior Notes Due 2046, 4.150% Senior Notes Due 2052 and 3.100% Senior Notes Due 2051March 6, 2026 7:44 AM
Business Wire
Aptiv PLC (“Aptiv”) (NYSE: APTV), a global technology company focused on enabling a more automated, electrified and digitalized future, today announced that its wholly-owned subsidiary, Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (the “Company”), commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) for aggregate consideration of up to $1,350,000,000, exclusive of any accrued interest through the payment date of the Notes (as it may be increased or decreased by the Company in accordance with applicable law, the “Maximum Aggregate Consideration”), in the order of priority, and subject to the Series Caps shown in the table below. Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.
Title of Security
CUSIP / ISIN
Aggregate Principal Amount
Outstanding
Series Cap (1)
Acceptance Priority Level (2)
Reference U.S. Treasury Security
Bloomberg Reference Page (3)
Fixed Spread (basis points) (4)
3.250% Senior Notes due 2032
00217G AB9 / US00217GAB95
$717,247,000
N/A
1
3.500% due 02/28/2031
FIT 1
+40
5.150% Senior Notes due 2034
03837AAB6 / US03837AAB61
$515,938,000
N/A
2
4.125% due 02/15/36
FIT 1
+45
5.750% Senior Notes due 2054
03837AAC4 / US03837AAC45
$550,000,000
N/A
3
4.625% due 11/15/55
FIT 1
+105
5.400% Senior Notes due 2049
03835V AH9 / US03835VAH96
$350,000,000
N/A
4
4.625% due 02/15/46
FIT 1
+105
4.400% Senior Notes due 2046
03835VAF3 / US03835VAF31
$300,000,000
N/A
5
4.625% due 02/15/46
FIT 1
+100
4.150% Senior Notes due 2052
00217G AC7 / US00217GAC78
$1,000,000,000
$100,000,000
6
4.625% due 11/15/55
FIT 1
+95
3.100% Senior Notes due 2051
03835V AJ5 / US03835VAJ52
$1,500,000,000
$100,000,000
7
4.625% due 11/15/55
FIT 1
+90
____________________
(1)
The Series Caps represent the maximum aggregate consideration to be paid to purchase the Notes of such Series pursuant to the Tender Offer. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate one or more Series Caps at any time, including on or after the Price Determination Date (as defined below), subject to applicable law.
(2)
Subject to the Maximum Aggregate Consideration, the Series Caps and proration, the principal amount of each Series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.
(3)
The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date, the Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
(4)
Includes the Early Tender Premium of $30 per $1,000 principal amount of Notes for each Series.
The terms and conditions of the Tender Offer are described in an Offer to Purchase dated March 6, 2026 (as it may be amended or supplemented, the “Offer to Purchase”). The Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase, including the consummation of the previously announced separation (the “Spin-Off”) of Aptiv’s Electrical Distribution Systems business into a new, independent publicly traded company, which will be named Versigent, and the receipt by Aptiv of a special dividend from Versigent in an amount not less than $1,700,000,000 in connection with the Spin-Off, in each case on or prior to the Settlement Date (as defined below) (the “Financing Condition”). In connection with the Spin-Off, Versigent will pay a special dividend to Aptiv in an amount such that Versigent retains $400 million in cash on its balance sheet after giving effect to such dividend and the payment of estimated fees and expenses in connection with the financing transactions related to the Spin-Off.
Subject to applicable law, the Company may (i) waive any and all conditions to the Tender Offer with respect to one or more Series of Notes, (ii) extend or terminate the Tender Offer with respect to one or more Series of Notes or change the Acceptance Priority Level with respect to the Notes, (iii) increase or decrease the Maximum Aggregate Consideration or (iv) increase, decrease or eliminate one or more Series Caps at any time, including on or after the Price Determination Date. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered.
The amounts of each Series of Notes that are purchased in the Tender Offer will be determined in accordance with the priorities identified in the column “Acceptance Priority Level” in the table above and will be subject to the Series Caps. The Tender Offer will expire at 5:00 p.m., New York City time, on April 3, 2026, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated.
In order to receive the Total Tender Offer Consideration, holders of Notes subject to the Tender Offer must validly tender and not validly withdraw their Notes before 5:00 p.m., New York City time, on March 19, 2026, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”). Holders of Notes who validly tender their Notes after the Early Tender Deadline and before the Expiration Date and whose Notes are accepted for purchase will receive the Late Tender Offer Consideration.
The Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and not withdrawn before the Early Tender Deadline and accepted for payment pursuant to the Tender Offer on the Settlement Date (as defined below) will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers for the Tender Offer at 10:00 a.m., New York City time, on the business day immediately following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the “Price Determination Date”). The Price Determination Date is expected to be March 20, 2026. The Early Tender Premium for each Series of Notes is $30 per $1,000 principal amount of Notes. The Late Tender Offer Consideration will be calculated by taking the Total Tender Offer Consideration for each $1,000 in principal amount of Notes and subtracting from it the Early Tender Premium.
In addition to the Total Tender Offer Consideration or the Late Tender Offer Consideration to be paid, as the case may be, accrued and unpaid interest up to, but not including, the Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Tender Offer. The purchase price plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn on or before the Expiration Date and accepted for purchase will be paid by the Company in same day funds promptly following the Expiration Date (the “Settlement Date”). The Company expects that the Settlement Date will be April 7, 2026, the second business day after the Expiration Date. No tenders will be valid if submitted after the Expiration Date. Holders of Notes subject to the Tender Offer who validly tender their Notes on or before the Early Tender Deadline may not withdraw their Notes after 5:00 p.m., New York City time, on March 19, 2026, unless extended (such date and time, as the same may be extended, the “Withdrawal Deadline”), except in the limited circumstances described in the Offer to Purchase. Holders of Notes subject to the Tender Offer who validly tender their Notes after the Withdrawal Deadline but on or before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
Subject to the Maximum Aggregate Consideration and the Series Caps, all Notes validly tendered and not validly withdrawn after the Early Tender Deadline but before the Expiration Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered and not validly withdrawn before the Early Tender Deadline having a lower Acceptance Priority Level. Notes of the Series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Tender Offer may be subject to proration so that the Company will only accept for purchase the Notes for aggregate consideration of up to the Maximum Aggregate Consideration. Notes subject to a Series Cap may be subject to proration so that the Company will only accept for purchase the Notes for aggregate consideration up to the applicable Series Cap.
From time to time, the Company or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender offers or otherwise, or may redeem Notes pursuant to the terms of the indenture governing the applicable Series of Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer. Any future purchases by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or its affiliates may choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.
Notwithstanding any other provision of the Tender Offer, the Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn, if applicable, pursuant to the Tender Offer (up to the Maximum Aggregate Consideration, the Series Caps and subject to proration) is subject to, and conditioned upon, the satisfaction of or, where applicable, its waiver of, certain conditions described in the Offer to Purchase, including the Financing Condition.
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as dealer managers for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect) or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or contact@gbsc-usa.com.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated March 6, 2026. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, Aptiv, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any Notes or any of their respective directors, officers, employees, agents or affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About Aptiv
Aptiv is a global industrial technology company enabling more automated, electrified, and digitalized solutions across multiple end-markets.
Forward-Looking Statements
This press release contains certain forward-looking statements, including those related to the Tender Offer. Such forward-looking statements are subject to many risks, uncertainties and factors, which may cause the actual results to be materially different from any future results. All statements that address future operating, financial or business performance or Aptiv’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to Aptiv’s products, including the ongoing semiconductor supply shortage; Aptiv’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability of Aptiv to integrate and realize the expected benefits of recent transactions; the ability of Aptiv to attract, motivate and/or retain key executives; the ability of Aptiv to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; the ability of Aptiv to attract and retain customers; Aptiv’s failure to complete the Spin-Off and related financing transactions as planned or at all; Aptiv’s failure to manage Versigent’s transition to a standalone public company; and Aptiv’s failure to achieve some or all of the benefits expected from the Spin-Off and other risks related to the completion of the Spin-Off. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aptiv’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Aptiv. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260305972624/en/
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
Original: Aptiv Announces Cash Tender Offer for 3.250% Senior Notes Due 2032, 5.150% Senior Notes Due 2034, 5.750% Senior Notes Due 2054, 5.400% Senior Notes Due 2049, 4.400% Senior Notes Due 2046, 4.150% Senior Notes Due 2052 and 3.100% Senior Notes Due 2051
US Market News
4月前
Aptiv Reports Fourth Quarter 2025 Financial ResultsFebruary 2, 2026 6:45 AM
Business Wire
Record Full Year Revenue, Adjusted Operating Income and Adjusted Earnings per Share
Aptiv PLC (NYSE: APTV), a global industrial technology company focused on enabling a more automated, electrified and digitalized future, today reported record full year financial results, with revenues increasing 3% to $20.4 billion.
Fourth Quarter Financial Highlights Include:
U.S. GAAP revenue of $5.2 billion, an increase of 5%
Revenue increased 3% adjusted for currency exchange and commodity movements
U.S. GAAP net income of $138 million
U.S. GAAP diluted earnings per share of $0.64; Excluding special items, diluted earnings per share of $1.86
Adjusted Operating Income of $607 million; Adjusted EBITDA of $798 million
Cash from operations totaled $818 million
Full Year 2025 Financial Highlights Include:
U.S. GAAP revenue of $20.4 billion, an increase of 3%
Revenue increased 2% adjusted for currency exchange and commodity movements
U.S. GAAP net income of $165 million, which includes a non-cash goodwill impairment charge of $648 million
U.S. GAAP diluted earnings per share of $0.75; Excluding special items, diluted earnings per share of $7.82
Adjusted Operating Income of $2,461 million; Adjusted EBITDA of $3,228 million;
Cash from operations totaled $2,185 million
“We delivered another year of record revenue, operating income, and earnings per share, demonstrating our agility within a dynamic landscape, our consistency of operational excellence, and the strength of our product portfolio of industry-leading technologies,” said Kevin Clark, chair and chief executive officer. “Looking ahead, we are working diligently toward the spin-off of our EDS business as Versigent, which will result in two optimally positioned, independent companies, with increased flexibility to pursue their own unique market opportunities and capital allocation strategies. With our track record of these strategic actions and consistent execution, we are confident in Aptiv’s ability to drive further long-term growth and enhance value for shareholders.”
Fourth Quarter 2025 Results
For the three months ended December 31, 2025, the Company reported U.S. GAAP revenue of $5.2 billion, an increase of 5% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 3% in the fourth quarter. This reflects growth of 8% in North America and 12% in South America, our smallest region, partially offset by declines of 1% in Europe and 1% in Asia.
The Company reported fourth quarter 2025 U.S. GAAP net income of $138 million, net income margin of 2.7% and earnings of $0.64 per diluted share, compared to $268 million, 5.5% and $1.14 per diluted share in the prior year period, reflecting higher tax expense. Fourth quarter Adjusted Net Income totaled $402 million, or earnings of $1.86 per diluted share, compared to $411 million, or $1.75 per diluted share in the prior year period.
Fourth quarter U.S. GAAP operating income was $425 million, compared to operating income of $479 million in the prior year period. The Company reported fourth quarter Adjusted Operating Income of $607 million, compared to $623 million in the prior year period. Adjusted Operating Income margin was 11.8%, compared to 12.7% in the prior year period, primarily reflecting improved operating performance, including the benefits of cost reduction initiatives, primarily offset by increased commodity costs and foreign exchange impacts totaling $66 million.
Depreciation and amortization expense totaled $250 million, compared to $245 million in the prior year period.
Interest expense for the fourth quarter totaled $87 million, a decrease from $107 million in the prior year period.
Tax expense in the fourth quarter of 2025 was $196 million. Tax expense in the fourth quarter of 2024 was $64 million.
The Company generated net cash flow from operating activities of $818 million in fourth quarter, compared to $1,060 million in the prior year period.
Full Year 2025 Results
For the year ended December 31, 2025, the Company reported U.S. GAAP revenue of $20.4 billion, an increase of 3% from the prior year. Adjusted for currency exchange and commodity movements, revenue increased by 2% in 2025. This reflects growth of 5% in North America, 3% in Asia and 7% in South America, our smallest region, partially offset by a decline of 2% in Europe.
The Company reported full year 2025 U.S. GAAP net income of $165 million, with net income margin of 0.8% and earnings of $0.75 per diluted share, which includes the impacts of a non-cash goodwill impairment charge of $648 million and an increase to valuation allowances of approximately $300 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025. Prior year period net income totaled $1,787 million, with net income margin of 9.1% and earnings of $6.96 per diluted share. Full year 2025 Adjusted Net Income totaled $1,726 million, or earnings of $7.82 per diluted share, compared to $1,607 million, or $6.26 per diluted share, in the prior year, an increase of 7.4% and 24.9%, respectively.
Full year 2025 U.S. GAAP operating income was $1,184 million, compared to $1,842 million in the prior year. The Company reported full year Adjusted Operating Income of $2,461 million, compared to $2,366 million in the prior year. Adjusted Operating Income margin was 12.1%, compared to 12.0% in the prior year, primarily reflecting improved operating performance, including the benefits of cost reduction initiatives, partially offset by increased commodity costs and foreign exchange impacts totaling $207 million.
Depreciation and amortization expense totaled $991 million, compared to $964 million in the prior year.
Interest expense for full year 2025 totaled $361 million, an increase from $337 million in the prior year, primarily driven by debt transactions in the third quarter of 2024 in part to finance our $3.0 billion accelerated share repurchase program.
Tax expense for full year 2025 was $700 million, which includes the impact of an increase to valuation allowances of approximately $300 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025. Tax expense for full year 2024 was $223 million.
The Company generated net cash flow from operating activities of $2,185 million in 2025, compared to $2,446 million in the prior year. As of December 31, 2025, the Company had cash and cash equivalents of $1.9 billion.
Reconciliations of Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are provided in the attached supplemental schedules.
Debt and Share Repurchases
During 2025, the Company repurchased $300 million of aggregate principal amount of certain senior notes.
The Company repurchased and retired 22.8 million shares with a value of $1.5 billion during 2025. As of December 31, 2025, $2.1 billion remained available for future share repurchases under the existing $5.0 billion authorization.
Reportable Segment Name Changes
In connection with the planned spin-off of our Electrical Distribution Systems business, commencing with the first quarter of 2026, Aptiv will rename its Advanced Safety and User Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered Components. There is no impact to the composition of either segment.
Q1 and Full Year 2026 Outlook
The Company’s first quarter 2026 financial guidance is as follows:
(in millions, except per share amounts)
Total Aptiv
Net sales
$4,950 - $5,150
U.S. GAAP net income
$130 - $170
U.S. GAAP net income margin
3.0%
Adjusted EBITDA
$715 - $765
Adjusted EBITDA margin
14.7%
U.S. GAAP diluted net income per share
$0.60 - $0.80
Adjusted net income per share
$1.55 - $1.75
U.S. GAAP effective tax rate
~22.0%
Adjusted effective tax rate
~20.5%
The Company’s full year 2026 financial guidance is as follows:
(in millions, except per share amounts)
Total Aptiv
New Aptiv
(Pro Forma)
Versigent
(Pro Forma)
Net sales
$21,120 - $21,820
$12,800 - $13,200
$9,100 - $9,400
U.S. GAAP net income
$1,235 - $1,365
$830 - $910
$315 - $375
U.S. GAAP net income margin
6.1%
6.7%
3.7%
Adjusted EBITDA
$3,385 - $3,585
$2,360 - $2,480
$950 - $1,030
Adjusted EBITDA margin
16.2%
18.6%
10.7%
U.S. GAAP diluted net income per share
$5.75 - $6.35
$3.85 - $4.25
Adjusted net income per share
$8.15 - $8.75
$5.70 - $6.10
Cash flow from operations
$1,315 - $1,515
$440 - $540
Free cash flow
$650 - $850
$200 - $300
U.S. GAAP effective tax rate
~20.5%
~18.5%
Adjusted effective tax rate
~20.5%
~18.5%
Conference Call and Webcast
The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.330.6710 (US) or +1.213.279.1505 (international) or through a webcast at ir.aptiv.com. The conference ID number is 1616808. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company’s website. A replay will be available two hours following the conference call.
Use of Non-GAAP Financial Information
This press release contains information about Aptiv’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share, Free Cash Flow and Cash Flow Before Financing are non-GAAP financial measures. Adjusted Revenue Growth represents the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, separation costs related to the planned spin-off of the Electrical Distribution Systems business, other acquisition and portfolio project costs, (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of net sales. Adjusted EBITDA represents net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items.
Adjusted Net Income represents net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period. Cash Flow Before Financing represents cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses. Free cash flow represents cash provided by (used in) operating activities less capital expenditures.
Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share, Free Cash Flow and Cash Flow Before Financing are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes.
Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.
About Aptiv
Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future. Visit aptiv.com.
Forward-Looking Statements
This press release, as well as other statements made by Aptiv PLC (the “Company”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in millions, except per share amounts)
Net sales
$
5,153
$
4,907
$
20,398
$
19,713
Operating expenses:
Cost of sales
4,190
3,945
16,500
16,002
Selling, general and administrative
450
363
1,673
1,465
Amortization
52
52
208
211
Restructuring
36
68
185
193
Goodwill impairment
—
—
648
—
Total operating expenses
4,728
4,428
19,214
17,871
Operating income
425
479
1,184
1,842
Interest expense
(87
)
(107
)
(361
)
(337
)
Other income, net
16
11
50
41
Net (loss) gain on equity method transactions
—
(36
)
46
605
Income before income taxes and equity loss
354
347
919
2,151
Income tax expense
(196
)
(64
)
(700
)
(223
)
Income before equity loss
158
283
219
1,928
Equity loss, net of tax
(11
)
(8
)
(38
)
(118
)
Net income
147
275
181
1,810
Net income attributable to noncontrolling interest
10
6
19
24
Net (loss) income attributable to redeemable noncontrolling interest
(1
)
1
(3
)
(1
)
Net income attributable to Aptiv
$
138
$
268
$
165
$
1,787
Diluted net income per share:
Diluted net income per share attributable to Aptiv
$
0.64
$
1.14
$
0.75
$
6.96
Weighted average number of diluted shares outstanding
216.14
235.46
220.75
256.66
APTIV PLC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2025
December 31, 2024
(in millions)
ASSETS
Current assets:
Cash and cash equivalents
$
1,851
$
1,573
Restricted cash
3
1
Accounts receivable, net
3,477
3,261
Inventories
2,561
2,320
Other current assets
853
671
Total current assets
8,745
7,826
Long-term assets:
Property, net
3,774
3,698
Operating lease right-of-use assets
501
495
Investments in affiliates
1,431
1,433
Intangible assets, net
2,004
2,140
Goodwill
4,596
5,024
Other long-term assets
2,362
2,842
Total long-term assets
14,668
15,632
Total assets
$
23,413
$
23,458
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt
$
81
$
509
Accounts payable
3,157
2,870
Accrued liabilities
1,799
1,752
Total current liabilities
5,037
5,131
Long-term liabilities:
Long-term debt
7,470
7,843
Pension benefit obligations
430
374
Long-term operating lease liabilities
401
412
Other long-term liabilities
576
613
Total long-term liabilities
8,877
9,242
Total liabilities
13,914
14,373
Commitments and contingencies
Redeemable noncontrolling interest
102
92
Total Aptiv shareholders’ equity
9,207
8,796
Noncontrolling interest
190
197
Total shareholders’ equity
9,397
8,993
Total liabilities, redeemable noncontrolling interest and shareholders’ equity
$
23,413
$
23,458
APTIV PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year Ended December 31,
2025
2024
(in millions)
Cash flows from operating activities:
Net income
$
181
$
1,810
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
991
964
Restructuring expense, net of cash paid
(10
)
(45
)
Deferred income taxes
394
(34
)
Loss from equity method investments, net of dividends received
58
130
Loss on extinguishment of debt
2
15
Goodwill impairment
648
—
Net gain on equity method transactions
(46
)
(605
)
Other, net
190
182
Changes in operating assets and liabilities:
Accounts receivable, net
(216
)
285
Inventories
(241
)
45
Accounts payable
251
(210
)
Other, net
13
(59
)
Pension contributions
(30
)
(32
)
Net cash provided by operating activities
2,185
2,446
Cash flows from investing activities:
Capital expenditures
(656
)
(830
)
Proceeds from sale of property
16
6
Net proceeds from divestiture of discontinued operations
4
—
Proceeds from sale of technology investments
12
—
Cost of technology investments
(42
)
(121
)
Proceeds from the sale of equity method investment
164
448
Purchase of short-term investments
—
(748
)
Redemption of short-term investments
—
740
Settlement of derivatives
4
(2
)
Net cash used in investing activities
(498
)
(507
)
Cash flows from financing activities:
(Decrease) increase in other short and long-term debt, net
(712
)
702
Repayment of senior notes
(296
)
(1,440
)
Proceeds from issuance of senior notes, net of issuance costs
—
2,920
Fees related to modification of debt agreements
(5
)
—
Proceeds from bridge loan, net of issuance costs
—
2,483
Repayment of bridge loan
—
(2,500
)
Equity related transaction costs
—
(3
)
Dividend payments of consolidated affiliates to minority shareholders
(6
)
—
Repurchase of ordinary shares
(397
)
(4,104
)
Taxes withheld and paid on employees’ restricted share awards
(26
)
(23
)
Net cash used in financing activities
(1,442
)
(1,965
)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash
35
(40
)
Increase (decrease) in cash, cash equivalents and restricted cash
280
(66
)
Cash, cash equivalents and restricted cash at beginning of the year
1,574
1,640
Cash, cash equivalents and restricted cash at end of the year
$
1,854
$
1,574
APTIV PLC
FOOTNOTES
(Unaudited)
1. Segment Summary
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
%
2025
2024
%
(in millions)
(in millions)
Net Sales
Advanced Safety and User Experience
$
1,419
$
1,381
3
%
$
5,792
$
5,791
—
%
Engineered Components Group
1,644
1,580
4
%
6,662
6,384
4
%
Electrical Distribution Systems
2,302
2,128
8
%
8,818
8,309
6
%
Eliminations and Other (a)
(212
)
(182
)
(874
)
(771
)
Net Sales
$
5,153
$
4,907
$
20,398
$
19,713
Adjusted Operating Income
Advanced Safety and User Experience
$
161
$
193
(17
)%
$
658
$
714
(8
)%
Engineered Components Group
270
250
8
%
1,129
1,073
5
%
Electrical Distribution Systems
176
180
(2
)%
674
579
16
%
Adjusted Operating Income
$
607
$
623
$
2,461
$
2,366
(a)
Eliminations and Other includes the elimination of inter-segment transactions.
2. Weighted Average Number of Diluted Shares Outstanding
The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to Aptiv for the three months and years ended December 31, 2025 and 2024:
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in millions, except per share data)
Weighted average ordinary shares outstanding, basic
214.89
235.04
220.00
256.38
Dilutive shares related to RSUs
1.25
0.42
0.75
0.28
Weighted average ordinary shares outstanding, including dilutive shares
216.14
235.46
220.75
256.66
Net income per share attributable to ordinary Aptiv:
Basic
$
0.64
$
1.14
$
0.75
$
6.97
Diluted
$
0.64
$
1.14
$
0.75
$
6.96
APTIV PLC
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)
In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Cash Flow Before Financing.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.
Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies.
Three Months Ended
December 31, 2025
Reported net sales % change
5
%
Less: foreign currency exchange and commodities
2
%
Adjusted revenue growth
3
%
Year Ended
December 31, 2025
Reported net sales % change
3
%
Less: foreign currency exchange and commodities
1
%
Adjusted revenue growth
2
%
Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales.
Consolidated Adjusted Operating Income
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
($ in millions)
$
Margin
$
Margin
$
Margin
$
Margin
Net income attributable to Aptiv
$
138
2.7
%
$
268
5.5
%
$
165
0.8
%
$
1,787
9.1
%
Interest expense
87
107
361
337
Other income, net
(16
)
(11
)
(50
)
(41
)
Net loss (gain) on equity method transactions
—
36
(46
)
(605
)
Income tax expense
196
64
700
223
Equity loss, net of tax
11
8
38
118
Net income attributable to noncontrolling interest
10
6
19
24
Net (loss) income attributable to redeemable noncontrolling interest
(1
)
1
(3
)
(1
)
Operating income
$
425
8.2
%
$
479
9.8
%
$
1,184
5.8
%
$
1,842
9.3
%
Amortization
52
52
208
211
Restructuring
36
68
185
193
Separation costs
78
—
178
—
Other acquisition and portfolio project costs
5
14
30
80
Asset impairments
7
5
16
22
Goodwill impairment
—
—
648
—
Compensation expense related to acquisitions
4
5
17
18
Gain on asset sale
—
—
(5
)
—
Adjusted operating income
$
607
11.8
%
$
623
12.7
%
$
2,461
12.1
%
$
2,366
12.0
%
Segment Adjusted Operating Income
(in millions)
Three Months Ended December 31, 2025
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
Operating income
$
124
$
231
$
70
$
425
Amortization
23
29
—
52
Restructuring
5
7
24
36
Separation costs
—
—
78
78
Other acquisition and portfolio project costs
3
1
1
5
Asset impairments
2
2
3
7
Compensation expense related to acquisitions
4
—
—
4
Adjusted operating income
$
161
$
270
$
176
$
607
Depreciation and amortization (a)
$
77
$
111
$
62
$
250
Three Months Ended December 31, 2024
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
Operating income
$
142
$
204
$
133
$
479
Amortization
23
28
1
52
Restructuring
17
10
41
68
Other acquisition and portfolio project costs
6
3
5
14
Asset impairments
—
5
—
5
Compensation expense related to acquisitions
5
—
—
5
Adjusted operating income
$
193
$
250
$
180
$
623
Depreciation and amortization (a)
$
74
$
109
$
62
$
245
Year Ended December 31, 2025
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
Operating (loss) income
$
(165
)
$
955
$
394
$
1,184
Amortization
89
118
1
208
Restructuring
58
41
86
185
Separation costs
—
—
178
178
Other acquisition and portfolio project costs
14
7
9
30
Asset impairments
2
8
6
16
Goodwill impairment
648
—
—
648
Compensation expense related to acquisitions
17
—
—
17
Gain on asset sale
(5
)
—
—
(5
)
Adjusted operating income
$
658
$
1,129
$
674
$
2,461
Depreciation and amortization (a)
$
300
$
447
$
244
$
991
Year Ended December 31, 2024
Advanced
Safety and User
Experience
Engineered
Components
Group
Electrical
Distribution
Systems
Total
Operating income
$
513
$
883
$
446
$
1,842
Amortization
89
120
2
211
Restructuring
53
39
101
193
Other acquisition and portfolio project costs
27
23
30
80
Asset impairments
14
8
—
22
Compensation expense related to acquisitions
18
—
—
18
Adjusted operating income
$
714
$
1,073
$
579
$
2,366
Depreciation and amortization (a)
$
300
$
429
$
235
$
964
(a)
Includes asset impairments.
Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies.
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in millions)
Net income attributable to Aptiv
$
138
$
268
$
165
$
1,787
Interest expense
87
107
361
337
Income tax expense
196
64
700
223
Net income attributable to noncontrolling interest
10
6
19
24
Net (loss) income attributable to redeemable noncontrolling interest
(1
)
1
(3
)
(1
)
Depreciation and amortization
250
245
991
964
EBITDA
$
680
$
691
$
2,233
$
3,334
Other income, net
(16
)
(11
)
(50
)
(41
)
Net loss (gain) on equity method transactions
—
36
(46
)
(605
)
Equity loss, net of tax
11
8
38
118
Restructuring
36
68
185
193
Separation costs
78
—
178
—
Other acquisition and portfolio project costs
5
14
30
80
Goodwill impairment
—
—
648
—
Compensation expense related to acquisitions
4
5
17
18
Gain on asset sale
—
—
(5
)
—
Adjusted EBITDA
$
798
$
811
$
3,228
$
3,097
Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding, for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in millions, except per share amounts)
Net income attributable to Aptiv
$
138
$
268
$
165
$
1,787
Adjusting items:
Amortization
52
52
208
211
Restructuring
36
68
185
193
Separation costs
78
—
178
—
Other acquisition and portfolio project costs
5
14
30
80
Asset impairments
7
5
16
22
Goodwill impairment
—
—
648
—
Compensation expense related to acquisitions
4
5
17
18
Gain on asset sale
—
—
(5
)
—
Loss on extinguishment of debt
2
3
2
15
(Gain) loss on change in fair value of publicly traded equity securities
—
—
(2
)
3
Net loss (gain) on equity method transactions
—
36
(46
)
(605
)
Tax impact of intercompany transfers of intellectual property and other related transactions (a)
—
—
294
—
Tax impact of adjusting items (b)
80
(40
)
36
(117
)
Adjusted net income attributable to Aptiv
$
402
$
411
$
1,726
$
1,607
Weighted average number of diluted shares outstanding
216.14
235.46
220.75
256.66
Diluted net income per share attributable to ordinary shareholders
$
0.64
$
1.14
$
0.75
$
6.96
Adjusted net income per share
$
1.86
$
1.75
$
7.82
$
6.26
(a)
As a result of the Pillar Two OECD Administrative Guidance released in the first quarter of 2025, the Company no longer expects to obtain significant benefits from the tax incentive granted to its Swiss subsidiary in 2023. Accordingly, the Company recognized an increase to valuation allowances of $294 million to reduce the related deferred tax asset during the year ended December 31, 2025.
(b)
Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.
Cash Flow Before Financing: Cash Flow Before Financing is presented as a supplemental measure of the Company’s liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Cash Flow Before Financing is defined as cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses. Not all companies use identical calculations of Cash Flow Before Financing, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Cash Flow Before Financing does not reflect cash used to service debt, pay dividends or repurchase shares and, therefore, does not necessarily reflect funds available for investment or other discretionary uses.
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in millions)
Cash flows from operating activities:
Net income
$
147
$
275
$
181
$
1,810
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
250
245
991
964
Restructuring expense, net of cash paid
(34
)
20
(10
)
(45
)
Working capital
215
451
(206
)
120
Pension contributions
(14
)
(11
)
(30
)
(32
)
Goodwill impairment
—
—
648
—
Net loss (gain) on equity method transactions
—
36
(46
)
(605
)
Other, net
254
44
657
234
Net cash provided by operating activities
818
1,060
2,185
2,446
Cash flows from investing activities:
Capital expenditures
(167
)
(166
)
(656
)
(830
)
Proceeds from sale of technology investment
—
—
12
—
Cost of technology investments
—
—
(42
)
(121
)
Proceeds from sale of equity method investments
—
—
164
448
Purchase of short-term investments
—
—
—
(748
)
Redemption of short-term investments
—
740
—
740
Settlement of derivatives
—
—
4
(2
)
Other, net
14
3
20
6
Net cash (used in) provided by investing activities
(153
)
577
(498
)
(507
)
Adjusting items:
Adjustment for cost of significant technology investments
—
—
40
121
Adjustment for proceeds from sale of equity method investment
—
—
(164
)
(448
)
Cash flow before financing
$
665
$
1,637
$
1,563
$
1,612
Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company’s financial guidance to the most comparable forward-looking GAAP measure is as follows:
Total Aptiv
Estimated Q1
($ in millions)
2026 (a)
Adjusted EBITDA
$
Margin (b)
Net income attributable to the Company
$
150
3.0
%
Interest expense
85
Income tax expense
45
Depreciation and amortization
255
EBITDA
$
535
10.6
%
Other income, net
(5
)
Equity loss, net of tax
10
Restructuring
85
Other acquisition and portfolio project costs, including separation costs
115
Adjusted EBITDA
$
740
14.7
%
Total Aptiv
New Aptiv (Pro Forma)
Versigent (Pro Forma)
Estimated Full Year
Estimated Full Year
Estimated Full Year
($ in millions)
2026 (a)
2026 (a)
2026 (a)
Adjusted EBITDA
$
Margin (b)
$
Margin (b)
$
Margin (b)
Net income attributable to the Company
$
1,300
6.1
%
$
870
6.7
%
$
345
3.7
%
Interest expense
335
270
95
Income tax expense
350
210
100
Net income (loss) attributable to noncontrolling interest (c)
15
(5
)
15
Depreciation and amortization
1,025
785
245
EBITDA
$
3,025
14.1
%
$
2,130
16.4
%
$
800
8.6
%
Other (income) expense, net
(35
)
(45
)
10
Equity loss (income), net of tax
55
55
(15
)
Restructuring
210
115
115
Other acquisition and portfolio project costs, including separation costs
230
165
80
Adjusted EBITDA
$
3,485
16.2
%
$
2,420
18.6
%
$
990
10.7
%
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.
(b)
Represents net income attributable to the Company, EBITDA and Adjusted EBITDA, respectively, as a percentage of estimated net sales.
(c)
Includes portion attributable to redeemable noncontrolling interest.
Total Aptiv
Total Aptiv
New Aptiv
(Pro Forma)
Estimated Q1
Estimated
Full Year
Estimated
Full Year
($ and shares in millions, except per share amounts)
2026 (a)
2026 (a)
2026 (a)
Adjusted Net Income Per Share
Net income attributable to the Company
$
150
$
1,300
$
870
Adjusting items:
Amortization
55
215
210
Restructuring
85
210
115
Other acquisition and portfolio project costs, including separation costs
115
230
165
Tax impact of adjusting items
(50
)
(135
)
(90
)
Adjusted net income attributable to the Company
$
355
$
1,820
$
1,270
Weighted average number of diluted shares outstanding
215.00
215.00
215.00
Diluted net income per share attributable to the Company
$
0.70
$
6.05
$
4.05
Adjusted net income per share
$
1.65
$
8.45
$
5.90
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.
New Aptiv
(Pro Forma)
Versigent
(Pro Forma)
Estimated
Full Year
Estimated
Full Year
($ in millions)
2026 (a)
2026 (a)
Free Cash Flow
Net cash provided by operating activities
$
1,415
$
490
Capital expenditures
(665
)
(240
)
Free cash flow
$
750
$
250
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260202725567/en/
Investor Contact:
Betsy Frank
+1.929.240.1777
betsy.frank@aptiv.com
Original: Aptiv Reports Fourth Quarter 2025 Financial Results
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