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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________
FORM 8-K/A
(Amendment No. 1)
________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 1, 2026
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________ | | | | | | | | |
| Jersey | 001-35346 | 98-1824200 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
Spitalstrasse 5
8200 Schaffhausen, Switzerland
+41 52 580 96 00
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Ordinary Shares, $0.01 par value per share | | APTV | | New York Stock Exchange |
| | | | |
| 1.600% Senior Notes due 2028 | | APTV | | New York Stock Exchange |
| 4.650% Senior Notes due 2029 | | APTV | | New York Stock Exchange |
| 3.250% Senior Notes due 2032 | | APTV | | New York Stock Exchange |
| 5.150% Senior Notes due 2034 | | APTV | | New York Stock Exchange |
| 4.250% Senior Notes due 2036 | | APTV | | New York Stock Exchange |
| 4.400% Senior Notes due 2046 | | APTV | | New York Stock Exchange |
| 5.400% Senior Notes due 2049 | | APTV | | New York Stock Exchange |
| 3.100% Senior Notes due 2051 | | APTV | | New York Stock Exchange |
| 4.150% Senior Notes due 2052 | | APTV | | New York Stock Exchange |
| 5.750% Senior Notes due 2054 | | APTV | | New York Stock Exchange |
6.875% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2054 | | APTV | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On April 1, 2026 (the “Distribution Date”) at 12:01 a.m., eastern time, Aptiv PLC (the “Company”) completed the previously announced separation (the “Spin-Off”) of Versigent Limited (“Versigent”) from the Company. The Spin-Off of Versigent from the Company was achieved through the Company’s pro rata distribution of all of the outstanding ordinary shares of Versigent to holders of record of the Company’s ordinary shares. Each holder of record of the Company’s ordinary shares received one ordinary share of Versigent for every three ordinary shares of the Company held on March 17, 2026, the record date for the distribution. In lieu of fractional shares of Versigent, shareholders of the Company will receive cash. On April 1, 2026, Versigent’s ordinary shares began trading on the New York Stock Exchange under the ticker symbol “VGNT.”
In this Amendment No. 1 the Company amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 1, 2026 (the “Original Form 8-K”) that reported the completion of the Spin-Off. The Original Form 8-K did not include the unaudited pro forma financial information of the Company reflecting the performance of the Company’s business after giving effect to the Spin-Off. This Amendment No. 1 to the Original Form 8-K is being filed to include such pro forma financial information attached as Exhibit 99.1 under Item 9.01(b) of this Amendment No. 1 to the Original Form 8-K.
Unaudited pro forma financial information included in this Amendment No. 1 to the Original Form 8-K has been presented to illustrate the estimated effects of the Spin-Off and is not necessarily indicative of the results of operations that the Company would have achieved had the Spin-Off been completed as of the dates indicated or of the results that may be obtained in the future.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025
•Unaudited Pro Forma Condensed Consolidated Statements of Operations for each of the three years ended December 31, 2025, 2024 and 2023
•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d) Exhibits.
| | | | | | | | |
| Exhibit | | |
| Number | Description | |
| | |
| 99.1 | Unaudited Pro Forma Consolidated Financial Information of Aptiv PLC | |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | | | | |
| Date: | April 6, 2026 | | APTIV PLC |
| | | | |
| | | | By: | /s/ Varun Laroyia |
| | | | Varun Laroyia |
| | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX | | | | | |
| Exhibit | |
| Number | Description |
| |
| 99.1 | Unaudited Pro Forma Consolidated Financial Information of Aptiv PLC |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Spin-Off of Versigent
On April 1, 2026 (the “Distribution Date”), Aptiv PLC (the “Company” or “Aptiv”) completed the separation of its Electrical Distribution Systems business to its shareholders by means of a spin-off (the “Spin-Off”) into a new, independent public company, Versigent PLC (“Versigent”). On the Distribution Date, each of the Company’s shareholders of record as of the close of business on March 17, 2026 (the “Record Date,”) received one ordinary share of Versigent for every three ordinary shares of Aptiv held at the close of business on the Record Date. Aptiv shareholders will receive cash in lieu of any fractional shares of Versigent. As of the Distribution Date, Versigent is an independent public company trading under the symbol “VGNT” on the New York Stock Exchange.
After the Distribution Date, the Company does not beneficially own any ordinary shares of Versigent and will no longer consolidate Versigent within its financial results. Beginning with the second quarter of 2026, Versigent’s historical financial results for periods prior to the Distribution Date will be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented (the “Versigent Discontinued Operations”).
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2025, and for each of the years ended December 31, 2024 and 2023, reflect adjustments to the Company’s historical financial results related to the:
•Spin-Off and related events. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 gives effect to the Spin-Off and related events as if they occurred on January 1, 2025. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 gives effect to the Spin-Off and related events as if they occurred on December 31, 2025, the Company’s latest balance sheet date.
•Versigent Discontinued Operations. The unaudited pro forma condensed consolidated financial statements reflect the reclassification of Versigent as Discontinued Operations for all periods presented.
The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements (i) are presented based on information currently available, (ii) are intended for informational purposes only, (iii) are not necessarily indicative of and do not purport to represent what the Company’s operating results would have been had the Spin-Off and related events occurred as described or what the Company’s future operating results will be after giving effect to these events, and (iv) do not reflect all actions that may be undertaken by the Company after the Spin-Off.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with:
•The audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aptiv PLC as of and for the year ended December 31, 2025 in Aptiv PLC’s Annual Report on Form 10-K for the year ended December 31, 2025.
•Versigent’s audited annual combined financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Versigent’s Registration Statement on Form 10 filed with the SEC on February 17, 2026 and most recently amended on March 6, 2026.
In the enclosed unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet, the amounts reflected in the columns presented are described below:
Historical Aptiv PLC
This column reflects the Company’s historical financial statements for the periods presented and does not reflect any adjustments related to the Spin-Off and related events.
The historical consolidated statements of operations for each of the years ended December 31, 2025, 2024 and 2023 were derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025.
Versigent Discontinued Operations
The unaudited pro forma financial information related to the Versigent Discontinued Operations has been prepared in accordance with the discontinued operations guidance in Accounting Standards Codification 205, “Financial Statement Presentation” (“ASC 205”) and therefore does not reflect what Aptiv’s or Versigent’s results of operations would have been on a stand-alone basis, and are not necessarily indicative of Aptiv’s or Versigent’s future results of operations. Discontinued Operations does not include any allocation of general corporate overhead expense or interest expense of Aptiv to Versigent. Discontinued Operations includes costs incurred to separate Versigent and considers certain impacts of the supply agreements entered into between Aptiv and Versigent.
The information in the Versigent Discontinued Operations column in the unaudited pro forma condensed consolidated statements of operations was prepared based on Aptiv’s annual audited consolidated financial statements and only includes costs that are directly attributable to the operating results of Versigent.
The Company believes that the adjustments included within the Versigent Discontinued Operations column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations in accordance with U.S. GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes the accounting for the discontinued operations to be recorded in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Transaction Accounting Adjustments
The unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2025 reflect additional pro forma adjustments, including the impact of the Transition Services Agreement (“TSA”), which are further described in the accompanying notes. Additionally, in connection with the Spin-off, Versigent incurred $2,100 million in principal amount of new indebtedness and made an initial distribution of $2,125 million in cash to Aptiv. Aptiv intends to utilize these cash proceeds to repay an estimated $2,113 million in principal amount of its debt obligations, consisting of the previously announced redemptions of the 4.350% Senior Notes due 2029 on February 25, 2026 and the 4.650% Senior Notes due 2029 expected to occur on April 7, 2026, and the previously announced cash tender offer to purchase for aggregate consideration of up to $1,371 million of other series of Aptiv’s senior notes, which is expected to settle on April 7, 2026.
The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable to reflect the impact of events directly attributable to the Spin-Off and related events. The pro forma adjustments do not reflect future events that may occur after the Spin-Off and related events.
APTIV PLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2025
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Historical Aptiv PLC | | Versigent Discontinued Operations
(A) | | Transaction Accounting Adjustments | | Pro Forma Aptiv PLC Continuing Operations |
| ASSETS | | | | | | | |
| Current assets: | | | | | | | |
| Cash and cash equivalents | $ | 1,851 | | | $ | (276) | | | $ | 63 | | (C)(D) | $ | 1,638 | |
| Restricted cash | 3 | | | — | | | — | | | 3 | |
| Accounts receivable, net | 3,477 | | | (1,567) | | | — | | | 1,910 | |
| Inventories | 2,561 | | | (772) | | | — | | | 1,789 | |
| Other current assets | 853 | | | (226) | | | (5) | | (F) | 622 | |
| Total current assets | 8,745 | | | (2,841) | | | 58 | | | 5,962 | |
| Long-term assets: | | | | | | | |
| Property, net | 3,774 | | | (902) | | | — | | | 2,872 | |
| Operating lease right-of-use assets | 501 | | | (170) | | | — | | | 331 | |
| Investments in affiliates | 1,431 | | | (143) | | | — | | | 1,288 | |
| Intangible assets, net | 2,004 | | | (7) | | | — | | | 1,997 | |
| Goodwill | 4,596 | | | (588) | | | — | | | 4,008 | |
| Other long-term assets | 2,362 | | | (547) | | | 17 | | (H) | 1,832 | |
| Total long-term assets | 14,668 | | | (2,357) | | | 17 | | | 12,328 | |
| Total assets | $ | 23,413 | | | $ | (5,198) | | | $ | 75 | | | $ | 18,290 | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
| Short-term debt | $ | 81 | | | $ | (58) | | | $ | — | | | $ | 23 | |
| Accounts payable | 3,157 | | | (1,534) | | | — | | | 1,623 | |
| Accrued liabilities | 1,799 | | | (608) | | | 102 | | (D)(F) | 1,293 | |
| Total current liabilities | 5,037 | | | (2,200) | | | 102 | | | 2,939 | |
| Long-term liabilities: | | | | | | | |
| Long-term debt | 7,470 | | | (3) | | | (2,094) | | (D) | 5,373 | |
| Pension benefit obligations | 430 | | | (218) | | | — | | | 212 | |
| Long-term operating lease liabilities | 401 | | | (131) | | | — | | | 270 | |
| Other long-term liabilities | 576 | | | (87) | | | — | | | 489 | |
| Total long-term liabilities | 8,877 | | | (439) | | | (2,094) | | | 6,344 | |
| Total liabilities | 13,914 | | | (2,639) | | | (1,992) | | | 9,283 | |
| Commitments and contingencies | | | | | | | |
| Redeemable noncontrolling interest | 102 | | | — | | | — | | | 102 | |
| Shareholders’ equity: | | | | | | | |
| Ordinary shares | 2 | | | — | | | — | | | 2 | |
| Additional paid-in capital | 3,619 | | | — | | | — | | | 3,619 | |
| Retained earnings | 6,227 | | | (2,808) | | | 2,067 | | (C)(D)(F) | 5,486 | |
| Accumulated other comprehensive loss | (641) | | | 440 | | | — | | | (201) | |
| Total Aptiv shareholders’ equity | 9,207 | | | (2,368) | | | 2,067 | | | 8,906 | |
| Noncontrolling interest | 190 | | | (191) | | | — | | | (1) | |
| Total shareholders’ equity | 9,397 | | | (2,559) | | | 2,067 | | | 8,905 | |
| Total liabilities, redeemable noncontrolling interest and shareholders’ equity | $ | 23,413 | | | $ | (5,198) | | | $ | 75 | | | $ | 18,290 | |
APTIV PLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Historical Aptiv PLC | | Versigent Discontinued Operations
(A)(B) | | Transaction Accounting Adjustments | | Pro Forma Aptiv PLC Continuing Operations |
| Net sales | $ | 20,398 | | | $ | (8,001) | | | $ | — | | | $ | 12,397 | |
| Operating expenses: | | | | | | | |
| Cost of sales | 16,500 | | | (6,838) | | | — | | | 9,662 | |
| Selling, general and administrative | 1,673 | | | (380) | | | (100) | | (G) | 1,193 | |
| Amortization | 208 | | | (2) | | | — | | | 206 | |
| Restructuring | 185 | | | (85) | | | — | | | 100 | |
| Goodwill impairment | 648 | | | — | | | — | | | 648 | |
| Total operating expenses | 19,214 | | | (7,305) | | | (100) | | | 11,809 | |
| Operating income | 1,184 | | | (696) | | | 100 | | | 588 | |
| Interest expense | (361) | | | (4) | | | 99 | | (E) | (266) | |
| Other income, net | 50 | | | 16 | | | 63 | | (D)(G) | 129 | |
| Net gain on equity method transactions | 46 | | | — | | | — | | | 46 | |
| Income before income taxes and equity loss | 919 | | | (684) | | | 262 | | | 497 | |
| Income tax expense | (700) | | | 240 | | | (33) | | (H) | (493) | |
| Income before equity income | 219 | | | (444) | | | 229 | | | 4 | |
| Equity loss, net of tax | (38) | | | (13) | | | — | | | (51) | |
| Net income (loss) | 181 | | | (457) | | | 229 | | | (47) | |
| Net income (loss) attributable to noncontrolling interest | 19 | | | (20) | | | — | | | (1) | |
| Net loss attributable to redeemable noncontrolling interest | (3) | | | — | | | — | | | (3) | |
| Net income (loss) attributable to Aptiv | $ | 165 | | | $ | (437) | | | $ | 229 | | | $ | (43) | |
| | | | | | | |
| Basic net income (loss) per share: | | | | | | | |
| Basic net income (loss) per share attributable to Aptiv | $ | 0.75 | | | | | | | $ | (0.20) | |
| Weighted average number of basic shares outstanding | 220.00 | | | | | | | 220.00 | |
| | | | | | | |
| Diluted net income (loss) per share: | | | | | | | |
| Diluted net income (loss) per share attributable to Aptiv | $ | 0.75 | | | | | | | $ | (0.20) | |
| Weighted average number of diluted shares outstanding | 220.75 | | | | | | | 220.00 | |
APTIV PLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | |
| | Historical Aptiv PLC | | Versigent Discontinued Operations
(A)(B) | | | | Pro Forma Aptiv PLC Continuing Operations |
| Net sales | $ | 19,713 | | | $ | (7,625) | | | | | $ | 12,088 | |
| Operating expenses: | | | | | | | |
| Cost of sales | 16,002 | | | (6,566) | | | | | 9,436 | |
| Selling, general and administrative | 1,465 | | | (197) | | | | | 1,268 | |
| Amortization | 211 | | | (2) | | | | | 209 | |
| Restructuring | 193 | | | (98) | | | | | 95 | |
| Total operating expenses | 17,871 | | | (6,863) | | | | | 11,008 | |
| Operating income | 1,842 | | | (762) | | | | | 1,080 | |
| Interest expense | (337) | | | (6) | | | | | (343) | |
| Other income, net | 41 | | | 16 | | | | | 57 | |
| Net gain on equity method transactions | 605 | | | — | | | | | 605 | |
| Income before income taxes and equity loss | 2,151 | | | (752) | | | | | 1,399 | |
| Income tax expense | (223) | | | 128 | | | | | (95) | |
| Income before equity income | 1,928 | | | (624) | | | | | 1,304 | |
| Equity loss, net of tax | (118) | | | (22) | | | | | (140) | |
| Net income | 1,810 | | | (646) | | | | | 1,164 | |
| Net income (loss) attributable to noncontrolling interest | 24 | | | (26) | | | | | (2) | |
| Net loss attributable to redeemable noncontrolling interest | (1) | | | — | | | | | (1) | |
| Net income attributable to Aptiv | $ | 1,787 | | | $ | (620) | | | | | $ | 1,167 | |
| | | | | | | |
| Basic net income per share: | | | | | | | |
| Basic net income per share attributable to ordinary shareholders | $ | 6.97 | | | | | | | $ | 4.55 | |
| Weighted average number of basic shares outstanding | 256.38 | | | | | | | 256.38 | |
| | | | | | | |
| Diluted net income per share: | | | | | | | |
| Diluted net income per share attributable to ordinary shareholders | $ | 6.96 | | | | | | | $ | 4.55 | |
| Weighted average number of diluted shares outstanding | 256.66 | | | | | | | 256.66 | |
APTIV PLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | |
| | Historical Aptiv PLC | | Versigent Discontinued Operations
(A)(B) | | | | Pro Forma Aptiv PLC Continuing Operations |
| Net sales | $ | 20,051 | | | $ | (8,056) | | | | | $ | 11,995 | |
| Operating expenses: | | | | | | | |
| Cost of sales | 16,612 | | | (6,873) | | | | | 9,739 | |
| Selling, general and administrative | 1,436 | | | (183) | | | | | 1,253 | |
| Amortization | 233 | | | (12) | | | | | 221 | |
| Restructuring | 211 | | | (45) | | | | | 166 | |
| Total operating expenses | 18,492 | | | (7,113) | | | | | 11,379 | |
| Operating income | 1,559 | | | (943) | | | | | 616 | |
| Interest expense | (285) | | | (6) | | | | | (291) | |
| Other income, net | 63 | | | 15 | | | | | 78 | |
| | | | | | | |
| Income before income taxes and equity loss | 1,337 | | | (934) | | | | | 403 | |
| Income tax benefit | 1,928 | | | (228) | | | | | 1,700 | |
| Income before equity income | 3,265 | | | (1,162) | | | | | 2,103 | |
| Equity loss, net of tax | (299) | | | (13) | | | | | (312) | |
| Net income | 2,966 | | | (1,175) | | | | | 1,791 | |
| Net income (loss) attributable to noncontrolling interest | 28 | | | (29) | | | | | (1) | |
| | | | | | | |
| Net income attributable to Aptiv | 2,938 | | | (1,146) | | | | | 1,792 | |
| Mandatory convertible preferred share dividends | (29) | | | — | | | | | (29) | |
| Net income attributable to ordinary shareholders | $ | 2,909 | | | $ | (1,146) | | | | | $ | 1,763 | |
| | | | | | | |
| Basic net income per share: | | | | | | | |
| Basic net income per share attributable to ordinary shareholders | $ | 10.50 | | | | | | | $ | 6.37 | |
| Weighted average number of basic shares outstanding | 276.92 | | | | | | | 276.92 | |
| | | | | | | |
| Diluted net income per share: | | | | | | | |
| Diluted net income per share attributable to ordinary shareholders | $ | 10.39 | | | | | | | $ | 6.33 | |
| Weighted average number of diluted shares outstanding | 282.88 | | | | | | | 282.88 | |
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Versigent Discontinued Operations:
(A)Reflects the discontinued operations of Versigent, including the associated assets, liabilities, equity and results of operations in accordance with ASC 205.
(B)Net sales and cost of sales from Aptiv to Versigent under intercompany sales agreements were previously eliminated in consolidation by Aptiv. Aptiv and Versigent will continue certain of these arrangements post-Spin-Off. The supply agreements governing these sales arrangements represent a continuation of existing historical product sales from Aptiv to Versigent and are, therefore, recast as third-party sales. Sales under such arrangements totaled $817 million, $684 million and $776 million for each of the years ended December 31, 2025, 2024, and 2023, respectively, and are reflected as a reduction in net sales and cost of sales removed in discontinued operations of Versigent.
Transaction Accounting Adjustments:
(C)Reflects an initial cash distribution of $2,125 million received from Versigent in connection with the Spin-Off, funded by Versigent’s long-term debt issuance.
(D)Reflects the use of cash for the estimated repayment of $2,113 million in principal amount of Aptiv debt and $12 million of related accrued interest. In connection with this repayment, it is estimated that Aptiv will recognize a $44 million gain on debt extinguishment.
(E)Reflects the elimination of the related interest expense of $99 million to give effect to the anticipated repayment of debt.
(F)Subsequent to December 31, 2025, Aptiv anticipates it will incur additional non-recurring costs of approximately $119 million to complete the Spin-Off, $5 million of which was recorded as a prepaid expense as of December 31, 2025. These costs primarily relate to transaction advisory and professional fees associated with the Spin-Off, and are expected to be incurred within 12 months of the Spin-Off.
(G)In connection with the Spin-Off, Aptiv and Versigent entered into a TSA whereby Aptiv will provide certain post-closing services to Versigent on a transitional basis. As such, a pro forma adjustment of $100 million has been recorded as a reduction to selling, general and administrative expenses and an adjustment of $19 million has been recorded as an increase to other income, net for services provided by Aptiv to Versigent pursuant to this contractual arrangement.
(H)Reflects a $17 million deferred tax asset for the impact of the transaction accounting adjustments at the applicable statutory income tax rates, as well as income tax expense of $33 million based on the locations generating the related taxable activity.
The pro forma adjustments do not reflect the incurrence of $2,100 million in principal amount of indebtedness by Versigent subsequent to December 31, 2025, consisting of a $500 million five-year term loan and $1,600 million in aggregate principal amount of senior unsecured notes, as such amounts relate directly to the Versigent Discontinued Operations.
