Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There have been no material changes in risk factors for the Company in the period covered by this report. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A summary of our ordinary shares repurchased during the three months ended June 30, 2024, is shown below:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3)
April 1, 2024 to April 30, 2024	—	$	—	—	$	1,015
May 1, 2024 to May 31, 2024	3,030,770	$	82.48	3,030,770	$	765
June 1, 2024 to June 30, 2024	2,341,912	$	78.37	2,341,912	$	581
Total	5,372,682	$	80.69	5,372,682


(1)			The total number of shares purchased under the plans authorized by the Board of Directors are described below.
(2)			Excluding commissions.
(3)			In July 2024, the Board of Directors authorized a new share repurchase program of up to $5.0 billion. This program will commence following completion of the Company’s January 2019 share repurchase program of up to $2.0 billion. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements. On August 1, 2024, under the existing and new authorizations, the Company entered into an accelerated share repurchase program to repurchase an aggregate amount of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”). Under the terms of the ASR Agreements, the Company will make an aggregate payment of $3.0 billion (the “Repurchase Price”) and will receive an initial delivery of ordinary shares with an aggregate value of approximately 75% of the total Repurchase Price based on the closing price of our ordinary shares on the date of the ASR Agreements. The final settlements under the ASR Agreements are scheduled to occur no later than the second quarter of 2025, and in each case may be accelerated at the option of the applicable counterparty.

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