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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 20, 2026
____________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
____________________________
|
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. ☐
Item 8.01. Other Events.
Aptiv PLC (the “Company”)
previously announced that Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (“ASH”) and a
wholly-owned subsidiary of the Company, commenced a cash tender offer (the “Tender Offer”) to purchase its outstanding
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 (the “Notes”) for aggregate
consideration of up to $1,350,000,000, (the "Maximum Aggregate Consideration") exclusive of any accrued interest through the payment
date of the Notes. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated March 6, 2026,
including the satisfaction of the following conditions prior to the settlement of the Tender Offer: (i) the consummation of the
previously announced separation (the “Spin-Off”) of the Company’s Electrical Distribution Systems business into a
new, independent publicly traded company, which will be named Versigent, and (ii) the receipt by the Company of a special dividend
from Versigent in an amount not less than $1,700,000,000 in connection with the Spin-Off (collectively, the
“Conditions”).
On March 20, 2026, the Company issued a press
release announcing the early results and upsizing of the Tender Offer and a press release announcing the pricing terms of the Tender
Offer. The Company upsized the Tender Offer by amending the Tender Offer to increase the Maximum Aggregate Consideration from $1,350,000,000
to $1,371,000,000. A copy of the press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated
by reference herein.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K contains certain
forward-looking statements, including those related to the Tender Offer and the Conditions. 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 the Company’s strategies or expectations are forward-looking
statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited
to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures;
uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations
in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest
rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in
the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products,
including the ongoing semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations;
potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant
increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes
to tax laws; future significant public health crises; the ability of the Company to integrate and realize the expected benefits of recent
transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue
to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers;
the ability of the Company to attract and retain customers; the Company’s failure to complete the Spin-Off and related financing
transactions as planned or at all; the Company’s failure to manage Versigent’s transition to a standalone public company;
and the Company’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 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.
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: March 20, 2026 |
APTIV PLC |
| |
|
| |
|
| |
By: |
/s/ Varun Laroyia |
| |
|
Varun Laroyia |
| |
|
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit Number |
Description |
| 99.1 |
Press Release dated March 20, 2026 Announcing Early
Results and Upsizing of Tender Offer |
| 99.2 |
Press Release dated March 20, 2026 Announcing Pricing Terms of Tender Offer |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
APTIV ANNOUNCES EARLY RESULTS AND UPSIZING OF CASH TENDER
OFFER
March 20, 2026
SCHAFFHAUSEN —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.
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
Exhibit 99.2
APTIV ANNOUNCES PRICING TERMS OF CASH TENDER OFFER
March 20, 2026
SCHAFFHAUSEN— 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.
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
