Aptiv restructured its ownership in Motional, selling a portion of its common equity interest to Hyundai and exchanging another portion for preferred shares. These transactions resulted in a total gain of approximately $641 million for the three months ended June 30, 2024.

On April 3, 2023, Aptiv acquired 100% of the equity interests of Höhle Ltd. (“Höhle”), a manufacturer of microducts, for total consideration of $42 million. The results of operations of Höhle are reported within the Signal and Power Solutions segment from the date of acquisition.

Aptiv continues to undertake restructuring programs, including workforce reductions and plant closures, to optimize its cost structure. During the three and six months ended June 30, 2024, the Company recorded employee-related and other restructuring charges related to these programs totaling approximately $70 million and $109 million, respectively.

As of June 30, 2024, the Company's management concluded that the Company's disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved.

The Company was in compliance with the Credit Agreement covenants as of June 30, 2024.

Aptiv is continually seeking to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging.

The company acknowledges that global supply chain disruptions, including the semiconductor shortage, have impacted production and may continue to do so. Aptiv is working to mitigate these disruptions but their impact is outside of their control.

The conflict between Ukraine and Russia has had and is expected to continue to have, negative economic impacts to both countries and to the European and global economies. Disruptions in the supply and volatility in the price of these materials and other inputs produced by Ukraine or Russia could adversely impact our business and results of operations.

The automotive technology and components industry is highly competitive and is characterized by rapidly changing technology, evolving industry standards and changes in customer needs. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive.

Rising income levels in China and other key growth markets are expected to result in stronger growth rates in these markets over the long-term. Our strong global presence, and presence in these markets, has positioned us to experience above-market growth rates over the long-term.

Our product offerings satisfy the OEMs' needs to meet increasingly stringent government regulations and meet consumer preferences for products that address the mega-trends of Safe, Green and Connected, leading to increased content per vehicle, greater profitability and higher margins.

We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle, including during periods of reduced industry volumes.

The decrease in cost of sales reflects the impacts of improved operational performance, currency exchange and decreased volumes.

As we operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint.

We continually seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging.

The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions. In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially viable, fully automated driving experience.

The Company has made technology investments in certain non-consolidated affiliates for which Aptiv does not have the ability to exercise significant influence.

During the year ended December 31, 2023, we invested approximately $1.8 billion (which includes approximately $492 million co-investment by customers and government agencies) in research and development, including engineering, to maintain our portfolio of innovative products, and own/hold approximately 10,000 patents and protective rights.

During the three months ended June 30, 2024, the Company repurchased 5,372,682 shares for $434 million.

On July 29, 2024, our Board of Directors authorized a new share repurchase program to repurchase up to $5.0 billion of our outstanding ordinary shares.

On August 1, 2024, the Company entered into ASR agreements with each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv's ordinary shares.

The Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company's credit ratings and whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety.

Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including global and regional economic conditions.

The conflict between Ukraine and Russia has had, and is expected to continue to have, negative economic impacts to both countries and to the European and global economies.

Changes to international trade agreements, such as the United States-Mexico-Canada Agreement or other political pressures could affect the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions.