Aptiv Reports 2017 Financial Results, Exceeding Company's Previous Outlook

GILLINGHAM, England, Feb. 1, 2018 /PRNewswire/ -- Aptiv PLC (NYSE: APTV), a global technology company enabling the future of mobility, today reported full year 2017 U.S. GAAP earnings from continuing operations of $3.81 per diluted share. Excluding special items, 2017 earnings from continuing operations totaled $4.64 per diluted share.

Full Year 2017 Highlights Include:

    --  Revenue of $12.9 billion, up 5% adjusted for currency exchange,
        commodity movements, acquisitions and divestitures
    --  U.S. GAAP net income from continuing operations of $1,021 million,
        diluted earnings per share from continuing operations of $3.81
        --  Excluding special items, earnings from continuing operations of
            $4.64 per diluted share
    --  U.S. GAAP Operating Income margin of 11.0%
        --  Adjusted Operating Income margin of 12.4%; Adjusted Operating Income
            of $1,594 million
    --  Generated $1,106 million of cash from continuing operations
    --  Returned $693 million to shareholders through share repurchases and
        dividends
    --  Completed the spin-off of Powertrain Systems segment
        --  Powertrain Systems classified as discontinued operations for all
            periods presented
        --  Received dividend of $1,148 million in connection with the spin-off

Fourth Quarter Highlights Include:

    --  Revenue of $3.4 billion, up 4% adjusted for currency exchange, commodity
        movements, acquisitions and divestitures
    --  U.S. GAAP net income from continuing operations of $207 million, diluted
        earnings per share from continuing operations of $0.77
        --  Excluding special items, earnings from continuing operations of
            $1.28 per diluted share
    --  U.S. GAAP Operating Income margin of 11.2%
        --  Adjusted Operating Income margin of 13.1%; Adjusted Operating Income
            of $450 million

"Our team's disciplined execution delivered strong financial performance in 2017 that exceeded our expectations, as we continue to invest and reposition the company for the future," said Kevin Clark, president and chief executive officer. "Aptiv remains highly focused on delivering value to shareholders through innovation, profitable growth, strong cash flow generation and disciplined capital deployment. Our 2018 outlook reflects that commitment, with double-digit growth in our fastest-growing product lines, including active safety, infotainment, vehicle electrification and connected services. This outlook underscores our unparalleled commitment to solving mobility's toughest challenges."

Full Year 2017 Results

The Company reported full year 2017 revenue of $12.9 billion, an increase of 5% from the prior year. Adjusted for currency exchange, commodity movements and the divestiture of the Company's Mechatronics business, revenue increased by 5% during the year. This reflects growth of 9% in Europe, 10% in Asia and 24% in South America, partially offset by a decline of 3% in North America.

For full year 2017, the Company reported U.S. GAAP net income from continuing operations of $1,021 million and earnings from continuing operations of $3.81 per diluted share, compared to $834 million and $3.05 per diluted share in the prior year. Full year 2017 Adjusted Net Income, a non-GAAP financial measure defined below, totaled $1,243 million, or $4.64 per diluted share. Adjusted Net Income in the prior year was $1,224 million, or $4.47 per diluted share.

The Company reported Adjusted Operating Income, a non-GAAP financial measure defined below, of $1,594 million for full year 2017, compared to $1,623 million in the prior year. Adjusted Operating Income margin was 12.4% for full year 2017, compared to 13.2% in the prior year, reflecting the 40 basis point impact of the Mechatronics divestiture and continued incremental investments for growth, partially offset by sales growth and the beneficial impacts of cost reduction initiatives. Depreciation and amortization expense totaled $546 million, an increase from $489 million in the prior year.

Interest expense for full year 2017 totaled $140 million, as compared to $155 million in the prior year, which reflects the benefits of our debt refinancing transactions in the third quarter of 2016. Additionally, the year ended December 31, 2016 included a loss on the extinguishment of debt totaling $73 million.

Tax expense for full year 2017 was $223 million, resulting in an effective tax rate of approximately 18%, which includes approximately $55 million, or 4 points, for the one-time impacts of the U.S. tax reform enactment. Tax expense for full year 2016 was $167 million, resulting in an effective tax rate of approximately 17%.

The Company generated net cash flow from continuing operating activities of $1,106 million in 2017, compared to $1,494 million in the prior year, primarily reflecting the $310 million payment made in 2017 to settle the Unsecured Creditors litigation. As of December 31, 2017, the Company had cash and cash equivalents of $1.6 billion and total debt of $4.1 billion.

Fourth Quarter 2017 Results

The Company reported fourth quarter 2017 revenue of $3.4 billion, an increase of 8% from the prior year period. Adjusted for currency exchange, commodity movements and the divestiture of the Company's Mechatronics business, revenue increased by 4% in the fourth quarter. This reflects growth of 11% in Europe, 8% in Asia and 26% in South America, partially offset by a decline of 6% in North America.

The Company reported fourth quarter 2017 U.S. GAAP net income from continuing operations of $207 million and earnings from continuing operations of $0.77 per diluted share, compared to $182 million and $0.67 per diluted share in the prior year period. Fourth quarter Adjusted Net Income totaled $343 million, or $1.28 per diluted share, which includes the unfavorable impacts of a higher tax rate compared to the prior period. Adjusted Net Income in the prior year period was $382 million, or $1.41 per diluted share.

Fourth quarter Adjusted Operating Income was $450 million, compared to $455 million in the prior year period. Fourth quarter Adjusted Operating Income margin was 13.1%, compared to 14.2% in the prior year period, reflecting continued incremental investments for growth and a 30 basis point reduction as a result of the Mechatronics divestiture, partially offset by above-market sales growth. Depreciation and amortization expense totaled $154 million in the fourth quarter, an increase from $126 million in the prior year period.

Interest expense for the fourth quarter totaled $37 million, as compared to $33 million in the prior year period.

Tax expense in the fourth quarter of 2017 was $135 million, resulting in an effective tax rate of approximately 39%, compared to a tax benefit of $4 million in the prior year period. The fourth quarter of 2017 includes $55 million, or 16 points, for the one-time impacts of the U.S. tax reform enactment, as well as tax impacts of approximately $27 million resulting from the timing of recognition of the spin-off and classification of Powertrain Systems as discontinued operations.

Reconciliations of Adjusted Net Income, Adjusted Net Income per Share, Adjusted Operating Income and Cash Flow Before Financing, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States ("GAAP") are provided in the attached supplemental schedules.

Share Repurchase Program

During 2017, the Company repurchased 4.67 million shares for approximately $383 million under its existing authorized share repurchase program, leaving approximately $989 million available for future share repurchases. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.


    Q1 and Full Year 2018 Outlook

    The Company's first quarter and full year 2018 financial
     guidance is as follows:


    (in millions,
     except per share
     amounts)                                  Q1 2018       Full Year 2018
    -----------------                          -------       --------------

    Net sales                                $3,275 - $3,375  $13,400 - $13,800

    Adjusted operating
     income                                      $390 - $410    $1,685 - $1,765

    Adjusted operating
     income margin                             11.9% - 12.1%     12.6% - 12.8%

    Adjusted net income
     per share                                 $1.17 - $1.22      $5.00 - $5.20

    Cash flow from
     operations                                                          $1,550

    Capital
     expenditures                                                          $750

    Adjusted effective
     tax rate                                      15% - 16%         15% - 16%

Discontinued Operations - Spin-off of Powertrain Systems Segment into Delphi Technologies

As previously disclosed, the spin-off of the Company's former Powertrain Systems segment into a new, independent publicly traded company, Delphi Technologies PLC, was completed on December 4, 2017. The results of the Powertrain Systems business through December 4, 2017 are presented as discontinued operations separate from the Company's continuing operations for all periods presented. In connection with the spin-off, Aptiv received a dividend of approximately $1,148 million from Delphi Technologies, which the Company intends to use to fund growth initiatives, including increased investment in advanced technologies and engineering, and for general corporate purposes.

Conference Call and Webcast

The Company will host a conference call to discuss these results at 8:30 a.m. (ET) today, which is accessible by dialing 888.486.0553 (US domestic) or 706.634.4982 (international) or through a webcast at ir.aptiv.com. The conference ID number is 1786308. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company's website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information

This press release contains information about Aptiv's financial results which are not presented in accordance with GAAP. Specifically, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income per Share and Cash Flow Before Financing are non-GAAP financial measures. Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring, other acquisition and portfolio project costs, asset impairments, gains (losses) on business divestitures and deferred compensation related to acquisitions. Other acquisition and portfolio project costs include costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of Net sales.

Adjusted Net Income represents net income attributable to Aptiv before discontinued operations, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the period. Cash Flow Before Financing represents cash provided by operating activities from continuing operations plus cash provided by (used in) investing activities from continuing operations, adjusted for the purchase price of business acquisitions and net proceeds from the divestiture of discontinued operations and other significant businesses.

Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company's financial position, results of operations and liquidity. In particular, management believes Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing are useful measures in assessing the Company's ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company's core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes.

Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Aptiv

Aptiv PLC (NYSE: APTV) is a global technology company that develops safer, greener and more connected solutions, which enable the future of mobility. Headquartered in Gillingham, England, Aptiv has 147,000 employees and operates 14 technical centers, as well as manufacturing sites and customer support centers, in 45 countries. Visit aptiv.com.

Forward-Looking Statements

This press release, 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 and financial performance. 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 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.


                                                                                APTIV PLC

                                                                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                               (Unaudited)


                                      Three Months Ended                                       Year Ended

                                         December 31,                                         December 31,

                                     2017                   2016                      2017                   2016
                                     ----                   ----                      ----                   ----

                                                   (in millions, except per share amounts)

    Net sales                                $3,440                                          $3,193               $12,884  $12,274

    Operating expenses:

    Cost of sales                   2,730                              2,325                              10,270     9,527

    Selling, general and
     administrative                   266                                252                                 952       924

    Amortization                       30                                 29                                 117       117

    Restructuring                      28                                 62                                 129       167
                                      ---                                ---                                 ---       ---

    Total operating expenses        3,054                              2,668                              11,468    10,735
                                    -----                              -----                              ------    ------

    Operating income                  386                                525                               1,416     1,539

    Interest expense                 (37)                              (33)                              (140)    (155)

    Other income (expense),
     net                                1                              (311)                               (21)    (384)
                                      ---                               ----                                 ---      ----

    Income from continuing
     operations before
     income taxes and equity
     income                           350                                181                               1,255     1,000

    Income tax (expense)
     benefit                        (135)                                 4                               (223)    (167)
                                     ----                                ---                                ----      ----

    Income from continuing
     operations before
     equity income                    215                                185                               1,032       833

    Equity income, net of
     tax                                7                                 12                                  31        35
                                      ---                                ---                                 ---       ---

    Income from continuing
     operations                       222                                197                               1,063       868

    Income from discontinued
     operations, net of tax            55                                109                                 365       458
                                      ---                                ---                                 ---       ---

    Net income                        277                                306                               1,428     1,326

    Net income attributable
     to noncontrolling
     interest                          21                                 25                                  73        69

    Net income attributable
     to Aptiv                                  $256                                            $281                $1,355   $1,257
                                               ====                                            ====                ======   ======


    Amounts attributable to Aptiv:

    Income from continuing
     operations                                $207                                            $182                $1,021     $834

    Income from discontinued
     operations                        49                                 99                                 334       423


    Net income                                 $256                                            $281                $1,355   $1,257
                                               ====                                            ====                ======   ======


    Diluted net income per share:

    Continuing operations                     $0.77                                           $0.67                 $3.81    $3.05

    Discontinued operations          0.18                               0.36                                1.25      1.54


    Diluted net income per
     share attributable to
     Aptiv                                    $0.95                                           $1.03                 $5.06    $4.59
                                              =====                                           =====                 =====    =====

    Weighted average number
     of diluted shares
     outstanding                   267.44                             271.64                              268.03    273.70
                                   ======                             ======                              ======    ======


    Cash dividends declared
     per share                                $0.51                                           $0.29                 $1.38    $1.16


                                                  APTIV PLC

                                         CONSOLIDATED BALANCE SHEETS

                                                 (Unaudited)


                                                   December 31,              December 31,
                                                           2017                       2016
                                                           ----                       ----


                                                                  (in millions)

    ASSETS

    Current assets:

    Cash and cash equivalents                                       $1,596                           $737

    Restricted cash                                           1                                 1

    Accounts receivable, net                              2,440                             2,130

    Inventories                                           1,083                               859

    Other current assets                                    521                               302

    Current assets of discontinued
     operations                                               -                            1,390
                                                            ---                            -----

    Total current assets                                  5,641                             5,419

    Long-term assets:

    Property, net                                         2,804                             2,325

    Investments in affiliates                                91                                67

    Intangible assets, net                                1,219                             1,148

    Goodwill                                              1,944                             1,502

    Other long-term assets                                  470                               280

    Long-term assets of discontinued
     operations                                               -                            1,551
                                                            ---                            -----

    Total long-term assets                                6,528                             6,873
                                                          -----                             -----

    Total assets                                                   $12,169                        $12,292
                                                                   =======                        =======

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Short-term debt                                                    $17                            $10

    Accounts payable                                      2,227                             1,820

    Accrued liabilities                                   1,296                             1,242

    Current liabilities of
     discontinued operations                                  -                            1,076
                                                            ---                            -----

    Total current liabilities                             3,540                             4,148

    Long-term liabilities:

    Long-term debt                                        4,132                             3,953

    Pension benefit obligations                             454                               439

    Other long-term liabilities                             526                               371

    Long-term liabilities of
     discontinued operations                                  -                              618
                                                            ---                              ---

    Total long-term liabilities                           5,112                             5,381
                                                          -----                             -----

    Total liabilities                                     8,652                             9,529
                                                          -----                             -----

    Commitments and contingencies

    Total Aptiv shareholders' equity                      3,299                             2,401

    Noncontrolling interest                                 218                               362
                                                            ---                               ---

    Total shareholders' equity                            3,517                             2,763
                                                          -----                             -----

    Total liabilities and
     shareholders' equity                                          $12,169                        $12,292
                                                                   =======                        =======


                                                       APTIV PLC

                                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      (Unaudited)


                                                            Year Ended December 31,

                                                             2017                   2016
                                                             ----                   ----

                                                               (in millions)

    Cash flows from operating
     activities:

    Net income                                                       $1,428                      $1,326

    Income from
     discontinued
     operations, net
     of tax                                                   365                            458
                                                              ---                            ---

    Income from
     continuing
     operations                                             1,063                            868

    Adjustments to reconcile net
     income to net cash provided by
     operating activities:

    Depreciation and
     amortization                                             546                            489

    Restructuring
     expense, net of
     cash paid                                                  2                             77

    Deferred income
     taxes                                                   (26)                         (121)

    Income from
     equity method
     investments, net
     of dividends
     received                                                (18)                          (18)

    Loss on
     extinguishment
     of debt                                                    -                            73

    Other, net                                                117                           (44)

    Changes in operating assets and
     liabilities:

    Accounts
     receivable, net                                        (287)                         (207)

    Inventories                                             (224)                          (45)

    Accounts payable                                          268                             35

    Other, net                                              (295)                           430

    Pension
     contributions                                           (40)                          (43)

    Net cash provided
     by operating
     activities from
     continuing
     operations                                             1,106                          1,494

    Net cash provided
     by operating
     activities from
     discontinued
     operations                                               362                            447
                                                              ---                            ---

    Net cash provided
     by operating
     activities                                             1,468                          1,941
                                                            -----                          -----

    Cash flows from investing
     activities:

    Capital
     expenditures                                           (698)                         (657)

    Proceeds from
     sale of property
     /investments                                               7                             19

    Net proceeds from
     divestiture of
     discontinued
     operations                                                 -                            48

    Proceeds from
     business
     divestitures                                               -                           197

    Cost of business
     acquisitions,
     net of cash
     acquired                                               (324)                          (15)

    Cost of
     technology
     investments                                             (50)                           (3)

    Settlement of
     derivatives                                             (28)                           (1)

    Net cash used in
     investing
     activities from
     continuing
     operations                                           (1,093)                         (412)

    Net cash used in
     investing
     activities from
     discontinued
     operations                                             (159)                         (166)

    Net cash used in
     investing
     activities                                           (1,252)                         (578)
                                                           ------                           ----

    Cash flows from financing
     activities:

    Increase
     (decrease) in
     short and long-
     term debt, net                                           779                           (44)

    Contingent
     consideration
     and deferred
     acquisition
     purchase price
     payments                                                (24)                           (4)

    Dividend payments
     of consolidated
     affiliates to
     minority
     shareholders                                            (38)                          (42)

    Repurchase of
     ordinary shares                                        (383)                         (634)

    Distribution of
     cash dividends                                         (310)                         (317)

    Dividend received
     from spin-off
     of Delphi
     Technologies                                           1,148                              -

    Cash transferred
     to Delphi
     Technologies
     related to spin-
     off                                                    (863)                             -

    Cash transferred
     from Delphi
     Technologies
     related to spin-
     off                                                      180                              -

    Taxes withheld
     and paid on
     employees'
     restricted share
     awards                                                  (33)                          (40)
                                                              ---                            ---

    Net cash provided
     by (used in)
     financing
     activities                                               456                        (1,081)
                                                              ---                         ------

    Effect of
     exchange rate
     fluctuations on
     cash and cash
     equivalents                                               86                           (23)
                                                              ---                            ---

    Increase
     (decrease) in
     cash and cash
     equivalents                                              758                            259

    Cash and cash
     equivalents at
     beginning of
     period                                                   838                            579
                                                              ---                            ---

    Cash and cash
     equivalents at
     end of period                                                   $1,596                        $838
                                                                     ======                        ====

    Cash and cash
     equivalents of
     discontinued
     operations                                                 $         -                       $101
                                                              ---       ---                       ----

    Cash and cash
     equivalents of
     continuing
     operations                                                      $1,596                        $737
                                                                     ======                        ====


                                                                                                                            APTIV PLC

                                                                                                                            FOOTNOTES

                                                                                                                           (Unaudited)

    1. Segment Summary


                                                                                               Three Months Ended                                       Year Ended

                                                                                                December 31,                                   December 31,

                                                                                       2017                      2016                %               2017                   2016   %
                                                                                       ----                      ----               ---              ----                   ----  ---

                                                                                         (in millions)                                                 (in millions)

    Net Sales
    ---------

    Signal and Power
     Solutions                                                                                  $2,501                                  $2,401                           4%       $9,507         $9,319 2%

    Advanced Safety and
     User Experience                                                                    956                             809                           18%             3,446         3,024   14%

    Eliminations and
     Other (a)                                                                         (17)                           (17)                                           (69)         (69)
                                                                                        ---                             ---                                             ---           ---

    Net Sales                                                                                   $3,440                                  $3,193                                   $12,884        $12,274
                                                                                                ======                                  ======                                   =======        =======


    Adjusted Operating Income
    -------------------------

    Signal and Power
     Solutions                                                                                    $362                                    $365                         (1)%       $1,302         $1,272 2%

    Advanced Safety and
     User Experience                                                                     88                              90                          (2)%               292           351 (17)%

    Eliminations and
     Other (a)                                                                            -                              -                                              -            -
                                                                                        ---                            ---                                            ---          ---

    Adjusted Operating
     Income                                                                                       $450                                    $455                                    $1,594         $1,623
                                                                                                  ====                                    ====                                    ======         ======


    (a) Eliminations and Other includes the elimination of inter-segment transactions.


    2. Weighted Average Number of Diluted Shares Outstanding

    The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to Aptiv for the three months and
     years ended December 31, 2017 and 2016:


                                                  Three Months Ended                           Year Ended

                                                     December 31,                             December 31,

                                                  2017                2016                   2017                2016
                                                  ----                ----                   ----                ----

                                                        (in millions, except per share data)

    Weighted average
     ordinary shares
     outstanding, basic                         265.84                        270.38                          267.16                          273.02

    Dilutive shares
     related to RSUs                              1.60                          1.26                            0.87                            0.68
                                                  ----                                                         ----                            ----

    Weighted average
     ordinary shares
     outstanding,
     including dilutive
     shares                                     267.44                        271.64                          268.03                          273.70

    Basic net income per
     share:

    Continuing operations                                 $0.78                                     $0.67                                     $3.82                                   $3.05

    Discontinued
     operations                                   0.18                          0.37                            1.25                            1.55
                                                                               ----

    Basic net income per
     share attributable to
     Aptiv                                                $0.96                                     $1.04                                     $5.07                                   $4.60
                                                          =====                                     =====                                     =====                                   =====

    Diluted net income per
     share:

    Continuing operations                                 $0.77                                     $0.67                                     $3.81                                   $3.05

    Discontinued
     operations                                   0.18                          0.36                            1.25                            1.54
                                                                               ----

    Diluted net income per
     share attributable to
     Aptiv                                                $0.95                                     $1.03                                     $5.06                                   $4.59
                                                          =====                                     =====                                     =====                                   =====

APTIV PLC
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including "Adjusted Operating Income," "Adjusted Net Income," "Adjusted Net Income per Share" and "Cash Flow Before Financing." Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company's financial performance which management believes is useful to investors in assessing the Company's ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company's core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating Income margin represents Operating Income as a percentage of Net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of Net sales.


    Consolidated Adjusted Operating Income

                                                                    Three Months Ended                                             Year Ended

                                                                       December 31,                                               December 31,
                                                                                                                                  ------------

                                                                      2017                               2016                         2017                       2016
                                                                      ----                               ----                         ----                       ----

                                                                                                 (in millions)

                                                             $        Margin                  $            Margin                 $               Margin                $     Margin
                                                           ---        ------                ---            ------               ---               ------              ---     ------

    Net income attributable to Aptiv                           $256                                                  $281                                              $1,355                         $1,257

    Interest expense                                        37                                       33                                         140                                    155

    Other (income) expense, net                            (1)                                     311                                          21                                    384

    Income tax expense (benefit)                           135                                      (4)                                        223                                    167

    Equity income, net of tax                              (7)                                    (12)                                       (31)                                  (35)

    Income from discontinued operations, net of tax       (55)                                   (109)                                      (365)                                 (458)

    Net income attributable to noncontrolling interest      21                                       25                                          73                                     69

    Operating income                                       386                       11.2%                      525               16.4%                       1,416                  11.0%   1,539           12.5%
                                                           ---                        ----                       ---                ----                        -----                   ----    -----            ----

    Restructuring                                           28                                       62                                         129                                    167

    Other acquisition and portfolio project costs           17                                        9                                          28                                     57

    Asset impairments                                        7                                        -                                          9                                      1

    (Gain) loss on business divestitures, net                -                                   (141)                                          -                                 (141)

    Deferred compensation related to nuTonomy acquisition   12                                        -                                         12                                      -
                                                           ---

    Adjusted operating income                                  $450                        13.1%                          $455                         14.2%                       $1,594    12.4%                   $1,623    13.2%
                                                               ====                         ====                           ====                          ====                        ======     ====                    ======     ====


    Segment Adjusted Operating Income

    (in millions)

    Three Months Ended                 Signal and          Advanced          Eliminations
     December 31, 2017                   Power            Safety and           and Other
                                       Solutions             User
                                                          Experience                           Total
                                      -----------        -----------        -------------      -----

    Operating income                                $319                                   $67             $       -   $386

    Restructuring                              23                         5                            -          28

    Other acquisition and
     portfolio project costs                   13                         4                            -          17

    Asset impairments                           7                         -                           -           7

    Deferred compensation
     related to nuTonomy
     acquisition                                -                       12                            -          12
                                              ---                      ---                          ---         ---

    Adjusted operating income                       $362                                   $88             $       -   $450
                                                    ====                                   ===           ===     ===   ====


    Depreciation and
     amortization (a)                               $122                                   $32             $       -   $154


    Three Months Ended                 Signal and          Advanced          Eliminations
     December 31, 2016                   Power            Safety and           and Other
                                       Solutions             User
                                                          Experience                           Total
                                      -----------        -----------        -------------      -----

    Operating income                                $306                                  $219             $       -   $525

    Restructuring                              52                        10                            -          62

    Other acquisition and
     portfolio project costs                    7                         2                            -           9

    (Gain) loss on business
     divestitures, net                          -                    (141)                           -       (141)
                                              ---                     ----                          ---

    Adjusted operating income                       $365                                   $90             $       -   $455
                                                    ====                                   ===           ===     ===   ====


    Depreciation and
     amortization (a)                               $103                                   $23             $       -   $126


    Year Ended December 31,            Signal and          Advanced          Eliminations
     2017                                Power            Safety and           and Other
                                       Solutions             User
                                                          Experience                           Total
                                      -----------        -----------        -------------      -----

    Operating income                              $1,206                                  $210             $       - $1,416

    Restructuring                              67                        62                            -         129

    Other acquisition and
     portfolio project costs                   21                         7                            -          28

    Asset impairments                           8                         1                            -           9

    Deferred compensation
     related to nuTonomy
     acquisition                                -                       12                            -          12
                                              ---                      ---                          ---         ---

    Adjusted operating income                     $1,302                                  $292             $       - $1,594
                                                  ======                                  ====           ===     === ======


    Depreciation and
     amortization (a)                               $438                                  $108             $       -   $546


    Year Ended December 31,            Signal and          Advanced          Eliminations
     2016                                Power            Safety and           and Other
                                       Solutions             User
                                                          Experience                           Total
                                      -----------        -----------        -------------      -----

    Operating income                              $1,099                                  $440             $       - $1,539

    Restructuring                             125                        42                            -         167

    Other acquisition and
     portfolio project costs                   48                         9                            -          57

    Asset impairments                           -                        1                            -           1

    (Gain) loss on business
     divestitures, net                          -                    (141)                           -       (141)
                                              ---                     ----                          ---        ----

    Adjusted operating income                     $1,272                                  $351             $       - $1,623
                                                  ======                                  ====           ===     === ======


    Depreciation and
     amortization (a)                               $401                                   $88             $       -   $489


    (a) Includes asset impairments.

APTIV PLC
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
(Unaudited)

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company's financial performance which management believes are useful to investors in assessing the Company's ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company's core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net income attributable to Aptiv before discontinued operations, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.


                                   Three Months Ended                                Year Ended

                                      December 31,                                  December 31,

                                  2017                  2016                      2017               2016
                                  ----                  ----                      ----               ----

                                                   (in millions, except per share amounts)

    Net income attributable to
     Aptiv                                 $256                                           $281             $1,355  $1,257

    Income from discontinued
     operations attributable to
     Aptiv, net of tax            (49)                             (99)                          (334)    (423)
                                                                                                  ----      ----

    Income from continuing
     operations attributable to
     Aptiv                         207                               182                           1,021       834
                                   ---                               ---                           -----       ---

    Adjusting items:

    Restructuring                   28                                62                             129       167

    Other acquisition and
     portfolio project costs        17                                 9                              28        57

    Asset impairments                7                                 -                              9         1

    (Gain) loss on business
     divestitures, net               -                            (141)                              -    (141)

    Deferred compensation
     related to nuTonomy
     acquisition                    12                                 -                             12         -

    Debt extinguishment costs        -                                -                              -       73

    Reserve for Unsecured
     Creditors litigation            -                              300                              10       300

    Transaction and related
     costs associated with
     acquisitions                    8                                 -                              8         -

    Contingent consideration
     liability fair value
     adjustments                  (14)                                3                            (14)        3

    Tax impact of U.S. tax
     reform enactment               55                                 -                             55         -

    Tax impact of adjusting
     items (a)                      23                              (33)                           (15)     (70)
                                                                    ---                                      ---

    Adjusted net income
     attributable to Aptiv                 $343                                           $382             $1,243  $1,224
                                           ====                                           ====             ======  ======


    Weighted average number of
     diluted shares outstanding 267.44                            271.64                          268.03    273.70
                                ======                            ======                          ======    ======

    Diluted net income per
     share from continuing
     operations attributable to
     Aptiv                                $0.77                                          $0.67              $3.81   $3.05
                                          =====                                          =====              =====   =====

    Adjusted net income per
     share                                $1.28                                          $1.41              $4.64   $4.47
                                          =====                                          =====              =====   =====


    (a)              Represents the income tax impacts
                     of the adjustments made for
                     restructuring and other special
                     items by calculating the income
                     tax impact of these items using
                     the appropriate tax rate for the
                     jurisdiction where the charges
                     were incurred, the quarterly
                     intra-period tax allocation
                     impacts of approximately $27
                     million during the three months
                     ended December 31, 2017 resulting
                     from the effectiveness of the
                     spin-off, and the elimination of
                     the net impact of deferred tax
                     asset valuation allowance changes
                     in estimates of $15 million of
                     valuation allowances recorded
                     during the three months ended
                     December 31, 2016.

Cash Flow Before Financing: Cash Flow Before Financing is presented as a supplemental measure of the Company's liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company's core operating activities generate and use cash. Cash Flow Before Financing is defined as cash provided by operating activities from continuing operations plus cash provided by (used in) investing activities from continuing operations, adjusted for the purchase price of business acquisitions (including the settlement of foreign currency derivatives in 2016 related to the 2015 acquisition of HellermannTyton) and net proceeds from the divestiture of discontinued operations and other significant businesses. Not all companies use identical calculations of cash flow before financing therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Cash Flow Before Financing does not reflect cash used to service debt, pay dividends or repurchase shares and, therefore, does not necessarily reflect funds available for investment or other discretionary uses.


                              Three Months Ended                     Year Ended

                                 December 31,                       December 31,

                             2017                2016             2017                2016
                             ----                ----             ----                ----

                                                   (in millions)

    Cash flows from
     operating activities:

    Income from continuing
     operations                       $222                                $197              $1,063  $868

    Adjustments to
     reconcile net income
     to net cash provided
     by operating
     activities:

    Depreciation and
     amortization             154                             126                     546       489

    Restructuring expense,
     net of cash paid         (7)                             35                       2        77

    Working capital            62                             114                   (243)    (217)

    Pension contributions    (13)                           (35)                   (40)     (43)

    Other, net                  3                             167                   (222)      320
                              ---                             ---                    ----       ---

    Net cash provided by
     operating activities
     from continuing
     operations               421                             604                   1,106     1,494
                              ---                             ---                   -----     -----


    Cash flows from
     investing activities:

    Capital expenditures    (218)                          (160)                  (698)    (657)

    Net proceeds from
     divestiture of Thermal
     discontinued
     operations                 -                            (4)                      -       48

    Net proceeds from
     business divestitures      -                            197                       -      197

    Cost of business
     acquisitions, net of
     cash acquired          (284)                              -                  (324)     (15)

    Cost of technology
     investments                -                              -                   (50)      (3)

    Settlement of
     derivatives             (16)                             15                    (28)      (1)

    Other, net                  1                              11                       7        19
                              ---                             ---                     ---       ---

    Net cash (used in)
     provided by investing
     activities from
     continuing operations  (517)                             59                 (1,093)    (412)
                             ----                             ---                  ------      ----


    Adjusting items:

    Adjustment for net
     proceeds from
     divestiture of Thermal
     discontinued
     operations                 -                              4                       -     (48)

    Adjustment for net
     proceeds from
     divestiture of
     Mechatronics business      -                          (197)                      -    (197)

    Adjustment for the cost
     of business
     acquisitions, net of
     cash acquired            284                               -                    324        15

    Adjustment for
     settlement of
     derivatives related to
     business acquisition       -                              -                      -       15
                                                                                    ---      ---

    Cash flow before
     financing                        $188                                $470                $337  $867
                                      ====                                ====                ====  ====


    Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company's financial guidance to the most comparable forward-looking
     GAAP measure is as follows:
    -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                          Estimated Q1                              Estimated Full Year

                                                                    2018 (1)                                   2018 (1)


                                                        ($ and shares in millions, except per share amounts)

    Adjusted Operating Income                            $            Margin (2)                    $                Margin (2)
    -------------------------                          ---            ----------                  ---                ----------

    Net income attributable
     to Aptiv                                                  $166                                                                    $1,088

    Interest expense                                    35                                                      140

    Other (income) expense,
     net                                              (10)                                                    (30)

    Income tax expense                                  79                                                      244

    Equity income, net of tax                          (8)                                                    (30)

    Net income attributable
     to noncontrolling
     interest                                            7                                                       40
                                                       ---                                                      ---

    Operating income                                   269                               8.1%                              1,452                               10.7%
                                                       ---                                ---                               -----                                ----

    Restructuring                                       88                                                      152

    Other acquisition and
     portfolio project costs                            29                                                       64

    Deferred compensation
     related to nuTonomy
     acquisition                                        14                                                       57
                                                       ---

    Adjusted operating income                                  $400                              12.0%                                           $1,725                           12.7%
                                                               ====                               ====                                            ======                            ====


    Adjusted Net Income per Share
    -----------------------------

    Net income attributable
     to Aptiv                                                  $166                                                                    $1,088

    Restructuring                                       88                                                      152

    Other acquisition and
     portfolio project costs                            29                                                       64

    Deferred compensation
     related to nuTonomy
     acquisition                                        14                                                       57

    Tax impact of adjusting
     items and other                                    23                                                        1

    Adjusted net income
     attributable to Aptiv                                     $320                                                                    $1,362
                                                               ====                                                                    ======


    Weighted average number
     of diluted shares
     outstanding                                    266.95                                                   267.26
                                                    ======                                                   ======

    Diluted net income per
     share attributable to
     Aptiv                                                    $0.62                                                                     $4.07
                                                              =====                                                                     =====

    Adjusted net income per
     share                                                    $1.20                                                                     $5.10
                                                              =====                                                                     =====


    (1) Prepared at the estimated mid-point of the Company's financial guidance range.

    (2) Represents Operating Income and Adjusted Operating Income, respectively, as a percentage of estimated Net sales.

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SOURCE Aptiv PLC