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2: EX-99.1 Miscellaneous Exhibit HTML 15K
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(Address
of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code) i353-i1-i259-7013
(Former
Name or Former Address, if Changed Since Last Report) iN/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):
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iOrdinary Shares, $0.01 par value per share
iAPTV
iNew
York Stock Exchange
i5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share
iAPTV PRA
iNew
York Stock Exchange
i2.396% Senior Notes due 2025
iAPTV
iNew
York Stock Exchange
i1.500% Senior Notes due 2025
iAPTV
iNew
York Stock Exchange
i1.600% Senior Notes due 2028
iAPTV
iNew
York Stock Exchange
i4.350% Senior Notes due 2029
iAPTV
iNew
York Stock Exchange
i3.250% Senior Notes due 2032
iAPTV
iNew
York Stock Exchange
i4.400% Senior Notes due 2046
iAPTV
iNew
York Stock Exchange
i5.400% Senior Notes due 2049
iAPTV
iNew
York Stock Exchange
i3.100% Senior Notes due 2051
iAPTV
iNew
York Stock Exchange
i4.150% Senior Notes due 2052
iAPTV
iNew
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 i☐
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.
On iSeptember 13,
2022, Aptiv PLC (the “Company”) issued a press release announcing a definitive agreement to acquire 85% of the equity interests of Intercable Automotive Solutions, a division of Intercable S.r.l., subject to the terms and conditions contained therein. The terms of the agreement include an option to acquire the remainder of the business in 2026. A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release is available on the Company’s website
at aptiv.com.
Forward-Looking Statements
This report, as well as other statements made by 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, including the potential impact of the proposed acquisition of Intercable Automotive Solutions, a division of Intercable S.r.l. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the
actual results of the Company to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; uncertainties posed by the COVID-19 pandemic and the difficulty in predicting its future course and its impact on the global economy and the Company’s future operations; uncertainties created by the conflict between Ukraine and Russia, its impacts
to the European and global economies and our operations in each country; 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 current 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 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; and the ability of the Company to attract and retain customers. 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.
The information in this Item 8.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
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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.