Aptiv Reports Fourth Quarter and Full Year 2019 Financial Results

DUBLIN, Jan. 30, 2020 /PRNewswire/ -- Aptiv PLC (NYSE: APTV), a global technology company enabling the future of mobility, today reported fourth quarter 2019 U.S. GAAP earnings of $0.90 per diluted share. Excluding special items, fourth quarter earnings totaled $1.15 per diluted share. These results include the adverse impacts in the fourth quarter of approximately $0.28 per diluted share resulting from the General Motors ("GM") labor strike.

Fourth Quarter Highlights Include:

    --  U.S. GAAP revenue of $3.6 billion, a decrease of 1%
        --  Revenue increased 2% adjusted for currency exchange, commodity
            movements and divestitures; adversely impacted by approximately $130
            million resulting from the GM labor strike
    --  U.S. GAAP net income of $230 million, diluted earnings per share of
        $0.90
        --  Excluding special items, earnings of $1.15 per diluted share, which
            includes adverse impacts of approximately $0.28 per diluted share
            resulting from the GM labor strike
    --  U.S. GAAP operating income margin of 9.0%
        --  Adjusted Operating Income margin of 10.8%; Adjusted Operating Income
            of $388 million, which includes adverse impacts of approximately $80
            million resulting from the GM labor strike

    --  Generated $703 million of cash from operations
    --  Returned $86 million to shareholders through share repurchases and
        dividends

Full Year 2019 Highlights Include:

    --  U.S. GAAP revenue of $14.4 billion, a decrease of 1%
        --  Revenue increased 4% adjusted for currency exchange, commodity
            movements and divestitures; adversely impacted by approximately $200
            million resulting from the GM labor strike
    --  U.S. GAAP net income of $990 million, diluted earnings per share of
        $3.85
        --  Excluding special items, earnings of $4.80 per diluted share, which
            includes adverse impacts of approximately $0.38 per diluted share
            resulting from the GM labor strike
    --  U.S. GAAP operating income margin of 8.9%
        --  Adjusted Operating Income margin of 10.8%; Adjusted Operating Income
            of $1,548 million, which includes adverse impacts of approximately
            $110 million resulting from the GM labor strike

    --  Generated $1,624 million of cash from operations
    --  Returned $646 million to shareholders through share repurchases and
        dividends

"In 2019, Aptiv continued to build on its track record of industry leadership, innovation and execution, sustaining strong above-market growth and delivering record new business awards totaling over $22 billion, focused on delivering the software capabilities, advanced computing platforms and networking architecture that are making the future of mobility real," said Kevin Clark, president and chief executive officer. "We enhanced the long-term competitiveness of our business model by continuing to reduce overhead costs and reinvest those savings in the development of advanced technologies. We also continued our track record of value-enhancing and balanced capital deployment, investing in acquisitions and returning approximately $650 million of cash to shareholders. Looking ahead, I am confident our strategically positioned portfolio and relentless focus on execution will continue to drive strong, sustainable performance and superior value creation even in a challenging macro environment, as reflected in our outlook for 2020."

Fourth Quarter 2019 Results
For the three months ended December 31, 2019, the Company reported U.S. GAAP revenue of $3.6 billion, a decrease of 1% from the prior year period, which includes adverse impacts of approximately $130 million in revenue, primarily in North America, resulting from the GM labor strike. Adjusted for currency exchange, commodity movements and divestitures, revenue increased by 2% in the fourth quarter. This reflects growth of 9% in Asia and 8% in Europe, partially offset by declines of 9% in North America and 7% in South America, our smallest region.

The Company reported fourth quarter 2019 U.S. GAAP net income of $230 million and earnings of $0.90 per diluted share, compared to $247 million and $0.94 per diluted share in the prior year period. Fourth quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $296 million, or $1.15 per diluted share, including adverse impacts of approximately $0.28 per diluted share resulting from the GM labor strike, compared to $352 million, or $1.34 per diluted share, in the prior year period.

Fourth quarter Adjusted Operating Income, a non-GAAP financial measure defined below, was $388 million, compared to $430 million in the prior year period. Adjusted Operating Income margin was 10.8%, compared to 11.8% in the prior year period, reflecting an approximately 180 basis point impact resulting from the GM labor strike, partially offset by continued above-market sales growth. Depreciation and amortization expense totaled $178 million, a decrease from $202 million in the prior year period, resulting from decreased non-cash impairment charges and increases related to our acquisitions and capital investments.

Interest expense for the fourth quarter totaled $41 million, as compared to $37 million in the prior year period, which reflects the impacts of our debt refinancing transactions in the first quarter of 2019.

Tax expense in the fourth quarter of 2019 was $30 million, resulting in an effective tax rate of approximately 11%. Tax expense in the fourth quarter of 2018 was $42 million, resulting in an effective tax rate of approximately 14%.

Full Year 2019 Results
For the year ended December 31, 2019, the Company reported U.S. GAAP revenue of $14.4 billion, a decrease of 1% from the prior year, which includes adverse impacts of approximately $200 million in revenue, primarily in North America, resulting from the GM labor strike. Adjusted for currency exchange, commodity movements and divestitures, revenue increased by 4% during the year. This reflects growth of 8% in Europe, 4% in Asia and flat performance in North America, partially offset by a decline of 1% in South America, our smallest region.

For full year 2019, the Company reported U.S. GAAP net income of $990 million and earnings of $3.85 per diluted share, compared to $1,067 million and $4.02 per diluted share in the prior year. Full year 2019 Adjusted Net Income totaled $1,236 million, or $4.80 per diluted share, including adverse impacts of approximately $0.38 per diluted share resulting from the GM labor strike, compared to $1,396 million, or $5.26 per diluted share, in the prior year.

The Company reported Adjusted Operating Income of $1,548 million for full year 2019, compared to $1,751 million in the prior year. Adjusted Operating Income margin was 10.8% for full year 2019, compared to 12.1% in the prior year, reflecting an approximately 60 basis point impact resulting from the GM labor strike, the unfavorable impacts of currency exchange and incremental investments in advanced technologies and engineering, partially offset by continued above-market sales growth. Depreciation and amortization expense totaled $717 million, an increase from $676 million in the prior year, resulting from increases related to our acquisitions and capital investments.

Interest expense for full year 2019 totaled $164 million, as compared to $141 million in the prior year, which reflects the impacts of our debt refinancing transactions in the first quarter of 2019.

Tax expense for full year 2019 was $132 million, resulting in an effective tax rate of approximately 12%. Tax expense for full year 2018 was $250 million, resulting in an effective tax rate of approximately 19%, which includes $29 million, or approximately 2 points, due to the adjustment to the provisional amounts recorded for the one-time impacts of the U.S tax reform enactment and $33 million, or approximately 2 points, due to the one-time impacts of the Company's organizational entity restructuring resulting from the 2017 spin-off transaction.

The Company generated net cash flow from continuing operating activities of $1,624 million in 2019, compared to $1,640 million in the prior year. As of December 31, 2019, the Company had cash and cash equivalents of $0.4 billion and total available liquidity of $2.4 billion.

Reconciliations of Adjusted Revenue Growth, 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 Programs
During 2019, the Company repurchased 5.4 million shares for approximately $420 million, leaving approximately $2.1 billion available for future share repurchases. All repurchased shares were retired.

Q1 and Full Year 2020 Outlook
The Company's first quarter and full year 2020 financial guidance is as follows:



       
              (in millions, except per share amounts) 
     
           Q1 2020       
     
           Full Year 2020

    ---


       Net sales                                            
         $3,470 - $3,570     
          $14,500 - $14,900



       Adjusted operating income                                
         $303 - $328       
          $1,670 - $1,770



       Adjusted operating income margin                               8.7% - 9.2%               11.5% - 11.9%



       Adjusted net income per share                          
         $0.86 - $0.94         
          $4.75 - $5.05



       Cash flow from operations                                                                        $1,750



       Capital expenditures                                                                               $750



       Adjusted effective tax rate                                      12% - 13%                   12% - 13%

Conference Call and Webcast
The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing 877.790.5109 (US domestic) or 647.689.5633 (international) or through a webcast at ir.aptiv.com. The conference ID number is 7689799. 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 Revenue Growth, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Cash Flow Before Financing are non-GAAP financial measures. Adjusted Revenue Growth represents the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements and divestitures. Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax expense, equity income (loss), 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 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, 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 Revenue Growth, 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 is a global technology company that develops safer, greener and more connected solutions enabling the future of mobility. 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,


                                                                                           2019                               2018                        2019                      2018

                                                                                                                                                                                  ---

                                                                                                
         
            (in millions, except per share amounts)



     Net sales                                                                                  $
         3,596                                     $
        3,636         $
             14,357  $
       14,435



     Operating expenses:



     Cost of sales                                                                       2,909                              2,967                      11,711                    11,706



     Selling, general and administrative                                                   298                                242                       1,076                       993



     Amortization                                                                           35                                 63                         146                       154



     Restructuring                                                                          30                                  9                         148                       109

                                                                                                                                                                                  ---


     Total operating expenses                                                            3,272                              3,281                      13,081                    12,962

                                                                                                                                                                                  ---


     Operating income                                                                      324                                355                       1,276                     1,473



     Interest expense                                                                     (41)                              (37)                      (164)                    (141)



     Other (expense) income, net                                                          (15)                              (25)                         14                         2

                                                                                                                                                                                  ---


     Income before income taxes and equity income                                          268                                293                       1,126                     1,334



     Income tax expense                                                                   (30)                              (42)                      (132)                    (250)

                                                                                                                                                                                  ---


     Income before equity income                                                           238                                251                         994                     1,084



     Equity income, net of tax                                                               3                                  6                          15                        23

                                                                                                                                                                                  ---


     Net income                                                                            241                                257                       1,009                     1,107



     Net income attributable to noncontrolling interest                                     11                                 10                          19                        40



     Net income attributable to Aptiv                                                             $
         230                                       $
        247            $
             990   $
       1,067

                                                                                                                                                                                              ===




     Diluted net income per share:



     Diluted net income per share attributable to Aptiv                                          $
         0.90                                      $
        0.94           $
             3.85    $
       4.02

                                                                                                                                                                                              ---


     Weighted average number of diluted shares outstanding                              256.36                             263.65                      257.39                    265.22

                                                                                                                                                                                  ===


                                                         
        
                APTIV PLC


                                                    
          
          CONSOLIDATED BALANCE SHEETS


                                                        
        
                (Unaudited)




                                                              December 31,                      December 31,
                                                                      2019                               2018

                                                                                                         ---



                                                                            (in millions)



     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                 $
              412                  $
        567



     Restricted cash                                                   16                                  1


      Accounts receivable, net                                       2,569                              2,487



     Inventories                                                    1,286                              1,277



     Other current assets                                             504                                445



     Assets held for sale                                             532

                                                                                                         ---


     Total current assets                                           5,319                              4,777



     Long-term assets:



     Property, net                                                  3,309                              3,179


      Operating lease right-of-use
       assets                                                          413


      Investments in affiliates                                        106                                 99



     Intangible assets, net                                         1,186                              1,380



     Goodwill                                                       2,407                              2,524



     Other long-term assets                                           719                                521



     Total long-term assets                                         8,140                              7,703

                                                                                                         ---


     Total assets                                                           $
              13,459               $
        12,480

                                                                                                                      ===

                   LIABILITIES AND SHAREHOLDERS' EQUITY



     Current liabilities:



     Short-term debt                                                           $
              393                  $
        306



     Accounts payable                                               2,463                              2,334



     Accrued liabilities                                            1,155                              1,054


      Liabilities held for sale                                         43

                                                                                                         ---

      Total current liabilities                                      4,054                              3,694



     Long-term liabilities:



     Long-term debt                                                 3,971                              4,038


      Pension benefit obligations                                      483                                445


      Long-term operating lease
       liabilities                                                     329


      Other long-term liabilities                                      611                                633


      Total long-term liabilities                                    5,394                              5,116

                                                                                                         ---


     Total liabilities                                              9,448                              8,810

                                                                                                         ---


     Commitments and contingencies


      Total Aptiv shareholders' equity                               3,819                              3,459



     Noncontrolling interest                                          192                                211

                                                                                                         ---

      Total shareholders' equity                                     4,011                              3,670

                                                                                                         ---

      Total liabilities and
       shareholders' equity                                                  $
              13,459               $
        12,480

                                                                                                                      ===


                                                                                           
           
                APTIV PLC


                                                                             
              
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                          
           
                (Unaudited)




                                                                                                                                                                     Year Ended December 31,


                                                                                                                                                2019                     2018

                                                                                                                                                                         ---

                                                                                                                                                          (in millions)



     Cash flows from operating activities:



     Net income                                                                                                                                     $
        1,009                             $
       1,107



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



     Depreciation and amortization                                                                                                              717                                  676



     Restructuring expense, net of cash paid                                                                                                     29                                 (26)



     Deferred income taxes                                                                                                                     (33)                                (14)



     Income from equity method investments, net of dividends received                                                                           (6)                                (11)



     Loss on extinguishment of debt                                                                                                               6



     Other, net                                                                                                                                 115                                   98



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                                                  (74)                                  55



     Inventories                                                                                                                                  8                                (120)



     Accounts payable                                                                                                                           133                                   62



     Other, net                                                                                                                               (242)                               (139)



     Pension contributions                                                                                                                     (38)                                (48)



     Net cash provided by operating activities from continuing operations                                                                     1,624                                1,640



     Net cash used in operating activities from discontinued operations                                                                           -                                (12)

                                                                                                                                                                                     ---


     Net cash provided by operating activities                                                                                                1,624                                1,628

                                                                                                                                                                                     ---


     Cash flows from investing activities:



     Capital expenditures                                                                                                                     (781)                               (846)



     Proceeds from sale of property / investments                                                                                                14                                   13



     Cost of business acquisitions, net of cash acquired                                                                                      (334)                             (1,197)



     Cost of technology investments                                                                                                            (10)                                (16)



     Settlement of derivatives                                                                                                                    -                                 (2)



     Net cash used in investing activities                                                                                                  (1,111)                             (2,048)

                                                                                                                                                                                     ---


     Cash flows from financing activities:



     Increase in other short and long-term debt, net                                                                                             55                                  255



     Repayment of senior notes                                                                                                                (654)



     Proceeds from issuance of senior notes, net of issuance costs                                                                              641



     Contingent consideration and deferred acquisition purchase price payments                                                                    -                                (13)



     Dividend payments of consolidated affiliates to minority shareholders                                                                     (11)                                (30)



     Repurchase of ordinary shares                                                                                                            (420)                               (499)



     Distribution of cash dividends                                                                                                           (226)                               (233)



     Taxes withheld and paid on employees' restricted share awards                                                                             (34)                                (35)

                                                                                                                                                                                     ---


     Net cash used in financing activities                                                                                                    (649)                               (555)

                                                                                                                                                                                     ---


     Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash                                                         (3)                                (54)

                                                                                                                                                                                     ---


     Decrease in cash, cash equivalents and restricted cash                                                                                   (139)                             (1,029)



     Cash, cash equivalents and restricted cash at beginning of the year                                                                        568                                1,597

                                                                                                                                                                                     ---


     Cash, cash equivalents and restricted cash at end of the year                                                                                    $
        429                               $
       568

                                                                                                                                                                                                   ===


                                                                                                                          
           
        APTIV PLC


                                                                                                                          
           
        FOOTNOTES


                                                                                                                         
           
        (Unaudited)





       
                1. Segment Summary




                                                                                                                                    Three Months Ended                
             
              Year Ended


                                                                                                                          
           
        December 31,                  
             
              December 31,


                                                                                            2019                    2018                         %               2019                                2018                 %

                                                                                                                                                                                                                      ---

                                                                                                      (in millions)                                         
       
               (in millions)



       
                Net Sales

    ---


       Signal and Power Solutions                                                               $
       2,571                                         $
       2,600            (1)%                            $
      10,302              $
      10,402  (1)%



       Advanced Safety and User Experience                                                1,034                           1,046                           (1)%          4,092                                  4,078          -%



       Eliminations and Other (a)                                                           (9)                           (10)                                         (37)                                  (45)




       Net Sales                                                                                $
       3,596                                         $
       3,636                                            $
      14,357              $
      14,435






       
                Adjusted Operating Income

    ---


       Signal and Power Solutions                                                                 $
       304                                           $
       341           (11)%                             $
      1,274               $
      1,424 (11)%



       Advanced Safety and User Experience                                                   84                              89                           (6)%            274                                    327       (16)%



       Eliminations and Other (a)                                                             -




       Adjusted Operating Income                                                                  $
       388                                           $
       430                                             $
      1,548               $
      1,751






       (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, 2019 and
       2018:




                                                                                                                                                                                                                                         Three Months Ended                                    Year Ended


                                                                                                                                                                                                                                         December 31,                                    December 31,


                                                                                                                                                                                                                            2019                     2018                           2019                 2018

                                                                                                                                                                                                                                                                                                       ---

                                                                                                                                                                                                                                             (in millions, except per share data)



     Weighted average ordinary shares outstanding, basic                                                                                                                                                                 255.31                   262.61                         256.81               264.41



     Dilutive shares related to RSUs                                                                                                                                                                                       1.05                     1.04                           0.58                 0.81

                                                                                                                                                                                                                                                                                                       ---


     Weighted average ordinary shares outstanding, including dilutive shares                                                                                                                                             256.36                   263.65                         257.39               265.22



     Net income per share attributable to Aptiv:



     Basic                                                                                                                                                                                                                      $
     0.90                                $
             0.94     $
              3.85  $
     4.04



     Diluted                                                                                                                                                                                                                    $
     0.90                                $
             0.94     $
              3.85  $
     4.02


                   
              
                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
         Revenue Growth," "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 Revenue Growth
                :
                                     Adjusted Revenue Growth 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 Revenue Growth in its
                                     financial decision making process,
                                     to evaluate performance of the
                                     Company and for internal reporting,
                                     planning and forecasting purposes.
                                     Adjusted Revenue Growth is defined
                                     as the year-over-year change in
                                     reported net sales relative to the
                                     comparable period, excluding the
                                     impact on net sales from currency
                                     exchange, commodity movements and
                                     divestitures. Not all companies use
                                     identical calculations of Adjusted
                                     Revenue Growth, therefore this
                                     presentation may not be comparable
                                     to other similarly titled measures
                                     of other companies.

    ---

                                                      Three
                                                      Months
                                                      Ended
                                          December
                                          31, 2019





      Reported net sales % change                        (1)%


      Less: foreign currency exchange and
       commodities                                       (2)%


      Less: divestitures and other, net                  (1)%



     Adjusted revenue growth                              2%





                                                   Year Ended
                                          December
                                          31, 2019





      Reported net sales % change                        (1)%


      Less: foreign currency exchange and
       commodities                                       (4)%


      Less: divestitures and other, net                  (1)%



     Adjusted revenue growth                              4%


                                           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, 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,


                                                                                   2019                          2018                                       2019                                              2018



                                                                                                 
        
                (in millions)


                                                            
     
       $        Margin              
        
           $                       Margin         
     
        $                        Margin               
      
              $     Margin




     Net income attributable to Aptiv                              $
     230                                                       $
         247                                                   $
     990                                         $
     1,067



     Interest expense                                           41                                         37                                            164                                                          141



     Other expense (income), net                                15                                         25                                           (14)                                                         (2)



     Income tax expense                                         30                                         42                                            132                                                          250



     Equity income, net of tax                                 (3)                                       (6)                                          (15)                                                        (23)



     Net income attributable to noncontrolling interest         11                                         10                                             19                                                           40



     Operating income                                          324            9.0                                      355                     9.8                                     1,276          8.9                              1,473           10.2

                                                                                %                                                              %                                                     %                                                %




     Restructuring                                              30                                          9                                            148                                                          109



     Other acquisition and portfolio project costs              26                                         21                                             71                                                           78



     Asset impairments                                                                                    32                                             11                                                           34



     Deferred compensation related to nuTonomy acquisition       8                                         13                                             42                                                           57




     Adjusted operating income                                     $
     388             10.8                                                 $
     430                  11.8                                    $
            1,548        10.8                      $
     1,751   12.1

                                                                                         %                                                                          %                                                            %                                    %



     
                Segment Adjusted Operating Income



     
                (in millions)



     
                Three Months Ended December 31, 2019                   Signal and                           Advanced             Eliminations    Total
                                                            Power Solutions                     Safety and User          and Other
                                                                                                  Experience




     Operating income                                                                 $
       273                                    $
              51 
           $   $
       324



     Restructuring                                                               16                                  14                                 30



     Other acquisition and portfolio project costs                               15                                  11                                 26



     Deferred compensation related to nuTonomy acquisition                                                           8                                  8




     Adjusted operating income                                                        $
       304                                    $
              84 
           $   $
       388






     Depreciation and amortization (a)                                                $
       137                                    $
              41 
           $   $
       178





     
                Three Months Ended December 31, 2018                   Signal and                           Advanced             Eliminations    Total
                                                            Power Solutions                     Safety and User          and Other
                                                                                                  Experience




     Operating income                                                                 $
       323                                    $
              32 
           $   $
       355



     Restructuring                                                                3                                   6                                  9



     Other acquisition and portfolio project costs                               15                                   6                                 21



     Asset impairments                                                                                              32                                 32



     Deferred compensation related to nuTonomy acquisition                                                          13                                 13




     Adjusted operating income                                                        $
       341                                    $
              89 
           $   $
       430






     Depreciation and amortization (a)                                                $
       129                                    $
              73 
           $   $
       202





     
                Year Ended December 31, 2019                           Signal and                           Advanced             Eliminations    Total
                                                            Power Solutions                     Safety and User          and Other
                                                                                                  Experience




     Operating income                                                               $
       1,124                                   $
              152 
           $ $
       1,276



     Restructuring                                                              104                                  44                                148



     Other acquisition and portfolio project costs                               44                                  27                                 71



     Asset impairments                                                            2                                   9                                 11



     Deferred compensation related to nuTonomy acquisition                                                          42                                 42




     Adjusted operating income                                                      $
       1,274                                   $
              274 
           $ $
       1,548






     Depreciation and amortization (a)                                                $
       538                                   $
              179 
           $   $
       717





     
                Year Ended December 31, 2018                           Signal and                           Advanced             Eliminations    Total
                                                            Power Solutions                     Safety and User          and Other
                                                                                                  Experience




     Operating income                                                               $
       1,279                                   $
              194 
           $ $
       1,473



     Restructuring                                                               90                                  19                                109



     Other acquisition and portfolio project costs                               54                                  24                                 78



     Asset impairments                                                            1                                  33                                 34



     Deferred compensation related to nuTonomy acquisition                                                          57                                 57




     Adjusted operating income                                                      $
       1,424                                   $
              327 
           $ $
       1,751






     Depreciation and amortization (a)                                                $
       490                                   $
              186 
           $   $
       676





     (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
                     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,


                                                                   2019                             2018                       2019                       2018



                                                                        
         
          (in millions, except per share amounts)



     Net income attributable to Aptiv                                     $
        230                                     $
        247                  $
        990  $
      1,067



     Adjusting items:



     Restructuring                                                  30                                9                        148                        109



     Other acquisition and portfolio project costs                  26                               21                         71                         78



     Asset impairments                                                                              32                         11                         34



     Deferred compensation related to nuTonomy acquisition           8                               13                         42                         57



     Debt extinguishment costs                                                                                                 6



     Transaction and related costs associated with acquisitions      5                                9                          5                         14



     Contingent consideration liability fair value adjustments                                      23                                                   23



     Gain on changes in fair value of equity investments                                                                    (19)



     Tax impact of U.S. tax reform enactment                                                         5                                                   29



     Tax impact of adjusting items (a)                             (3)                             (7)                      (18)                      (15)




     Adjusted net income attributable to Aptiv                            $
        296                                     $
        352                $
        1,236  $
      1,396






     Weighted average number of diluted shares outstanding      256.36                           263.65                     257.39                     265.22




     Diluted net income per share attributable to Aptiv                  $
        0.90                                    $
        0.94                 $
        3.85   $
      4.02




     Adjusted net income per share                                       $
        1.15                                    $
        1.34                 $
        4.80   $
      5.26



                                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 and the impact of
                                  the intra-entity transfer of
                                  intellectual property of
                                  approximately $33 million during
               (a)                the year ended December 31, 2018.


                                           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,
                                            adjusted for the purchase price
                                            of business acquisitions 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,


                                                                                         2019                        2018                2019                         2018



                                                                                                 
         
               (in millions)



     Cash flows from operating activities:



     Net income                                                                              $
       241                           $
          257              $
            1,009  $
       1,107



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



     Depreciation and amortization                                                       178                         202                 717                          676



     Restructuring expense, net of cash paid                                             (2)                       (24)                 29                         (26)



     Working capital                                                                     322                         297                  67                          (3)



     Pension contributions                                                               (8)                       (13)               (38)                        (48)



     Other, net                                                                         (28)                         31               (160)                        (66)




     Net cash provided by operating activities from continuing operations                703                         750               1,624                        1,640






     Cash flows from investing activities:



     Capital expenditures                                                              (162)                      (185)              (781)                       (846)



     Cost of business acquisitions, net of cash acquired                               (311)                      (685)              (334)                     (1,197)



     Cost of technology investments                                                      (6)                       (16)               (10)                        (16)



     Settlement of derivatives                                                           (1)                          4                                             (2)



     Other, net                                                                            1                           3                  14                           13




     Net cash used in investing activities                                             (479)                      (879)            (1,111)                     (2,048)






     Adjusting items:



     Adjustment for the cost of business acquisitions, net of cash acquired              311                         685                 334                        1,197



     Adjustment for settlement of derivatives related to business acquisitions                                                                                     (4)




     Cash flow before financing                                                              $
       535                           $
          556                $
            847    $
       785


                                    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


                                                                                                                                                                                                  2020 (1)                                      2020 (1)




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



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

    ---                                                                                                                                                                                                                                                                       ---


       Net income attributable to Aptiv                                                                                                                  $
              163                                                                                          $
            1,097



       Interest expense                                                                                                                            46                                                                                            171



       Other expense (income), net                                                                                                                  5                                                                                            (3)



       Income tax expense                                                                                                                          24                                                                                            172



       Equity (income) loss, net of tax                                                                                                           (3)                                                                                            88



       Net income attributable to noncontrolling interest                                                                                           4                                                                                             19




       Operating income                                                                                                                           239                                                      6.8                                            1,544                        10.5

                                                                                                                                                                                                             %                                                                          %

                                                                                                                                                                                                                                                                                             ---


       Restructuring                                                                                                                               67                                                                                            140



       Other acquisition and portfolio project costs                                                                                                5                                                                                             20



       Deferred compensation related to nuTonomy acquisition                                                                                        4                                                                                             16




       Adjusted operating income                                                                                                                         $
              315                                             8.9                                                          $
     1,720      11.7

                                                                                                                                                                                                                       %                                                                         %

                                                                                                                                                                                                                                                                                                      ===




       
                
                  Adjusted Net Income Per Share

    ---


       Net income attributable to Aptiv                                                                                                                  $
              163                                                                                          $
            1,097



       Restructuring                                                                                                                               67                                                                                            140



       Other acquisition and portfolio project costs                                                                                                5                                                                                             20



       Deferred compensation related to nuTonomy acquisition                                                                                        4                                                                                             16



       Tax impact of adjusting items                                                                                                              (9)                                                                                          (22)




       Adjusted net income attributable to Aptiv                                                                                                         $
              230                                                                                          $
            1,251






       Weighted average number of diluted shares outstanding                                                                                   255.89                                                                                         255.34




       Diluted net income per share attributable to Aptiv                                                                                               $
              0.64                                                                                           $
            4.30




       Adjusted net income per share                                                                                                                    $
              0.90                                                                                           $
            4.90




              (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