APTIV WNDRVR Acquisition

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Aptiv

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Technology

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2022

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#1January 11, 2022 APTIV WNDRVR Acquisition APTIV.#2Forward Looking Statements This presentation, as well as other statements made by Aptiv PLC (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 Wind River. 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; 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 materials 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. 2 Wind River Acquisition | January 11, 2022 | Aptiv •APTIV.#3Wind River At-a-Glance ADVANCING THE DIGITAL TRANSFORMATION BY DEVELOPING CLOUD-NATIVE SOLUTIONS AROUND THE INTELLIGENT EDGE 3 </> 00110 Q GLOBAL LEADER IN INTELLIGENT CONNECTED SYSTEMS OFFERING A COMPREHENSIVE EDGE-TO-CLOUD PORTFOLIO MULTI-INDUSTRY, MISSION-CRITICAL TECHNOLOGY WITH EXPANSIVE END-USE APPLICATIONS ACROSS HIGH GROWTH MARKETS TECHNOLOGY AND EXPERTISE THAT ENABLE THE DEPLOYMENT OF SAFE, SECURE AND RELIABLE IOT SYSTEMS CAPABILITIES SPANNING THE FULL INTELLIGENT SYSTEM LIFECYCLE PROVIDING ROBUST, SCALABLE SOLUTIONS WORLD CLASS MANAGEMENT TEAM AND ESTABLISHED PLATFORM THAT ENABLES NEXT GENERATION SOFTWARE SOLUTIONS Wind River Acquisition | January 11, 2022 | Aptiv to mirror mod.mirror_object ● operation ● irror_mod.use_x irror_mod.use_y irror_mod.use_z == operation airror_mod.use_x irror_mod.use_y irror_mod.use_z "MIRROR_Z" & operation irror_mod.use_x = False False od.use_z = True CERELE KEY STATISTICS se_y "MIRROR_X": True False False "MIRROR_Y"$ False True = False OVERVIEW tion at the end -add 2+ Billion Deployed Edge Devices -1,300 Employees, incl. 1,000+ Technical cene.objects.act 1,700+ Global Customers (modifier irror_ob.select = 0 TRANSACTION DETAILSelected_ob Purchase Price: $4.3Bhe.name].se Expected Closing: Mid-Year 20221ct == = 1. Subject to regulatory = FINANCIAL PROFILE (2021 Estimated) Revenue: $400M rror x" Gross Profit Margin: 80% + EBITDA Margin: 20% + topes.Operator): tort): provals to the selected bject.mirror__rror_x" APTIV Liect is not#4Intelligent Systems Transforming Industries DELIVERING VALUE FROM CONNECTED INTELLIGENT EDGE 101010010100100 0010100104 MISSION-CRITICAL DEVICES BECOMING SMARTER AND GENERATING MORE DATA 01010110010010011 0010100101011001001001 0101001 100101101001 100101001001010 1010010 0101001010 100001011011100101101001010 REQUIRES MORE PROCESSING AND INTELLIGENCE AT THE EDGE 010100 OTSIOLA DEMAND FOR EDGE-TO-CLOUD SOLUTIONS TO ENABLE DIGITAL FEEDBACK LOOP, UNLOCKING NEW BUSINESS MODELS Wind River Acquisition | January 11, 2022 | Aptiv LEVERAGING TECHNOLOGY TRENDS TO BUILD INTELLIGENT SYSTEMS 向 BOO ☆ INTELLIGENT SYSTEMS WITH UNLIMITED TOUCH POINTS OF EXPOSURE $ ● ((₁)) APTIV.#5Opportunities Across Diversified Software Market ENABLES APTIV TO HARNESS FULL POTENTIAL OF CONNECTED INTELLIGENT SYSTEMS ACROSS INDUSTRIES WIND RIVER SECTOR OVERVIEW M 5 AEROSPACE & DEFENSE -45% OF REVENUE INDUSTRIAL & MEDICAL -30% OF REVENUE TELECOM -15% OF REVENUE AUTOMOTIVE -10% OF REVENUE Market leader for military solutions with particular focus on avionics Market driven by modernization of legacy systems, requiring more efficient software development Strong presence in embedded operation systems, specifically industrial applications Industry 4.0 adoption driving increased volume of connected machines Market leader in virtualized networks Adoption of virtualization network (VRAN) expected to accelerate as 5G rolls out Significant opportunity to accelerate growth in auto with combined Aptiv/Wind River capabilities Providing Real-Time Operating Systems (RTOS), OTA and lifecycle management for OEMs and suppliers Wind River Acquisition | January 11, 2022 | Aptiv INTELLIGENT EDGE MARKET Wind River Addressable Market, $ Billions $50 2021 10% CAGR Source: IDC, Aptiv Estimates $80 2026 ● APTIV •#6Vehicle Becoming Device on the Intelligent Edge APTIV AND WIND RIVER LEVERAGING SYNERGISTIC TECHNOLOGIES AND DECADES OF EXPERIENCE TO CAPITALIZE ON THIS OPPORTUNITY AUTOMOTIVE TRENDS 6 010110 010 0001 101101 010 0 0100 I 900 MI SOFTWARE-DEFINED VEHICLE Architecture optimization with Domain and Zonal control models CONNECTED VEHICLES loT, AI, ML to drive business insights, predictive maintenance, warranty cost reduction, customer engagement and next generation user experiences ENHANCED ADAS / AD CAPABILITIES Improved safety and driver assistance features (i.e. cruise control, lane keeping, warning systems) leading to fully autonomous vehicles DIGITAL TRANSFORMATION Digital Feedback Loop, Digital Twins, Cloud-based Fleet Management, and OTA enabling continuous delivery of new features and functionality Wind River Acquisition | January 11, 2022 | Aptiv APTIV & WIND RIVER OFFERS SVA™M enabling advanced architecture changes and FEATURE ADOPTION across domains, including ADAS, infotainment and user experience Virtualization technology enables SOFTWARE/HARDWARE ABSTRACTION for mixed criticality and improved portability Cloud-native software platform that improves DEVELOPMENT, DEPLOYMENT AND OPERATIONS of software-defined vehicles Providing perception algorithms, sensor fusion and modular software with full vehicle-level INTEGRATION Rigorous levels of SAFETY AND SECURITY drawn from a strong heritage in mission-critical industries Flexible, secure OVER-THE-AIR UPDATES ensuring system longevity through software lifecycle management AUTOMOTIVE SOFTWARE MARKET Aptiv Addressable Market, $ Billions $30 2019 +11% CAGR $90 • 2030 Source: McKinsey & Company, Aptiv Estimates MALON APTIV•#7Financial Highlights & Deal Terms STRONG CAPABILITIES WITH EXPOSURE TO HIGH GROWTH SECULAR TRENDS 7 REVENUE GROWTH Significant growth in intelligent edge software SOFTWARE REVENUE $ Millions $400 2021 +20% CAGR $1,000 2026 ACCRETION Expect deal to be neutral to accretive in near term, excluding synergies Wind River Acquisition | January 11, 2022 | Aptiv ADJ EPS¹ ACCRETION Percentage NEUTRAL 2022 LOW SINGLE DIGITS 2023-24 1. Adjusted Earnings Per Share excludes acquisition-related amortization and incentive compensation MID SINGLE DIGITS 2025+ APTIV ● WNDRVR FINANCIAL BENEFITS Internalization of software development spend and increased Aptiv engineering efficiencies Accelerated AS&UX revenue growth $125M+ annual Aptiv incremental earnings run rate by Year 4 TERMS & CONDITIONS Transaction expected to close mid-year 2022, subject to regulatory approvals $4.3B all-cash deal Funded with cash on hand and debt Subject to customary closing conditions and purchase price adjustments APTIV.#8Continuing the Intelligent Transformation of Aptiv BUILDS A HIGHER GROWTH, MORE DIVERSIFIED AND SUSTAINABLE PORTFOLIO WHILE UNLOCKING THE VALUE OF APTIV'S AUTOMOTIVE SOFTWARE STRATEGY INDUSTRIAL LOGIC ACCELERATES THE EXECUTION OF APTIV'S STRATEGY BY BROADENING OUR PORTFOLIO OF TECHNOLOGY SOLUTIONS Leader in mission-critical software with expansive end-use applications across multiple industries Exposure to diversified, high growth markets with strong secular tailwinds Value creation from cross-industry learnings enabling faster speed to market, scalability and reduced costs Aptiv scale and global capabilities to accelerate Wind River / growth across current end markets Wind River Acquisition | January 11, 2022 | Aptiv AUTOMOTIVE LOGIC ENHANCES APTIV'S CAPABILITIES IN AUTOMOTIVE SOFTWARE AND ENABLES THE INDUSTRY'S TRANSITION TO SOFTWARE-DEFINEDVEHICLES Enables software-defined vehicles by abstracting software from hardware with virtualization and cloud-native technologies Cloud-based development platform accelerates software development, providing scalability and flexibility to customers Improves continuous development, integration, testing and monitoring of systems throughout the vehicle lifecycle Provides full life cycle management and continuous OTA deployments of automated driving features, in-cabin experiences and connected services APTIV#9● APTIV.

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