Aptiv Reports Record Fourth Quarter Financial Results

DUBLIN, Feb. 3, 2021 /PRNewswire/ -- Aptiv PLC (NYSE: APTV), a global technology company focused on making mobility safer, greener and more connected, today reported fourth quarter 2020 U.S. GAAP earnings of $1.04 per diluted share. Excluding special items, fourth quarter earnings totaled $1.13 per diluted share.

Fourth Quarter Highlights Include:

    --  U.S. GAAP revenue of $4.2 billion, an increase of 17%
        --  Revenue increased 14% adjusted for currency exchange, commodity
            movements and divestitures
    --  U.S. GAAP net income of $283 million, diluted earnings per share of
        $1.04
        --  Excluding special items, diluted earnings per share of $1.13
    --  U.S. GAAP operating income margin of 10.6%, operating income of $446
        million
        --  Adjusted Operating Income margin of 11.3%; Adjusted Operating Income
            of $476 million; Adjusted EBITDA of $678 million
    --  Generated $799 million of cash from operations

Full Year 2020 Highlights Include:

    --  U.S. GAAP revenue of $13.1 billion, a decrease of 9%
        --  Revenue decreased 9% adjusted for currency exchange, commodity
            movements and divestitures; largely resulting from volume declines
            associated with the adverse impacts of the COVID-19 pandemic
    --  U.S. GAAP net income of $1,769 million, diluted earnings per share of
        $6.66; which includes a gain of $5.32 per diluted share resulting from
        the completion of the Motional autonomous driving joint venture in the
        first quarter
        --  Excluding special items, diluted earnings per share of $1.94
    --  U.S. GAAP operating income of $2,118 million; which includes a gain of
        $1,434 million resulting from the completion of the Motional autonomous
        driving joint venture in the first quarter
        --  Adjusted Operating Income margin of 6.6%; Adjusted Operating Income
            of $867 million; Adjusted EBITDA of $1,621 million
    --  Generated $1,413 million of cash from operations

"Last year was a year like no other. Despite the industry declines caused by the COVID-19 pandemic, Aptiv delivered strong performance, validating the strength of our portfolio of market relevant technologies aligned to the safe, green and connected megatrends, resulting in over $13 billion of revenue and 10 points of growth over market in 2020," said Kevin Clark, president and chief executive officer. "Throughout the pandemic, Aptiv kept our most important asset - our people - safe, and we were able to continue innovating and delivering for our customers. As the economic recovery takes hold, Aptiv is enabling our customers to thrive - facilitating the accelerating transition to an electrified, software-defined vehicle. We solve some of the industry's toughest challenges, creating exceptional value for customers, which in turn generates best-in-class, sustainable returns for shareholders. In 2021, even as the industry braces for continued pandemic-related challenges, our relentless focus on execution positions Aptiv for continued outperformance."

Fourth Quarter 2020 Results

For the three months ended December 31, 2020, the Company reported U.S. GAAP revenue of $4.2 billion, an increase of 17% from the prior year period, despite global vehicle production growth of 2% (1% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, "AWM") over the same period. Adjusted for currency exchange, commodity movements and divestitures, revenue increased by 14% in the fourth quarter. This reflects growth of 20% in Europe, 11% in North America, 10% in Asia, which includes 9% in China, and 37% in South America, our smallest region.

The Company reported fourth quarter 2020 U.S. GAAP net income of $283 million and earnings of $1.04 per diluted share, compared to $230 million and $0.90 per diluted share in the prior year period. Fourth quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $319 million, or $1.13 per diluted share, which includes losses of approximately $0.16 from the performance of the Motional joint venture and $0.05 from the dilutive impacts of the Company's preferred shares, compared to $296 million, or $1.15 per diluted share, in the prior year period.

Fourth quarter Adjusted Operating Income, a non-GAAP financial measure defined below, was $476 million, compared to $388 million in the prior year period. Adjusted Operating Income margin was 11.3%, compared to 10.8% in the prior year period, reflecting continued stabilization and recovery of global production levels and above-market sales growth, as well as the absence of the prior period impacts of the GM North American labor strike. Depreciation and amortization expense totaled $208 million, an increase from $178 million in the prior year period.

Interest expense for the fourth quarter totaled $39 million, as compared to $41 million in the prior year period.

Tax expense in the fourth quarter of 2020 was $55 million, resulting in an effective tax rate of approximately 13%. Tax expense in the fourth quarter of 2019 was $30 million, resulting in an effective tax rate of approximately 11%.

The Company generated net cash flow from operating activities of $799 million in fourth quarter, compared to $703 million in the prior year period.

Full Year 2020 Results

For the year ended December 31, 2020, the Company reported U.S. GAAP revenue of $13.1 billion, a decrease of 9% from the prior year, which includes volume declines of 7% primarily resulting from the impacts of the COVID-19 pandemic in the first half of 2020, which also resulted in global vehicle production declines of 16% (19% on an AWM basis) over the same period. Adjusted for currency exchange, commodity movements and divestitures, revenue decreased by 9% during the year. This reflects declines of 17% in North America, 7% in Europe and 3% in South America, our smallest region, partially offset by growth of 1% in Asia, which includes 3% in China.

For full year 2020, the Company reported U.S. GAAP net income of $1,769 million and earnings of $6.66 per diluted share, compared to $990 million and $3.85 per diluted share in the prior year. Full year 2020 Adjusted Net Income totaled $525 million, or $1.94 per diluted share, which includes losses of approximately $0.36 from the performance of the Motional joint venture, compared to $1,236 million, or $4.80 per diluted share, in the prior year.

The Company reported Adjusted Operating Income of $867 million for full year 2020, compared to $1,548 million in the prior year. Adjusted Operating Income margin was 6.6% for full year 2020, compared to 10.8% in the prior year, primarily as a result of the adverse impacts of the COVID-19 pandemic, which primarily affected Aptiv in the first half of 2020, and included declines in global vehicle production and consumer demand, work stoppages, disruptions to our supply chain and other adverse global economic impacts, particularly those resulting from temporary governmental "lock-down" orders for all non-essential activities. Depreciation and amortization expense totaled $764 million, an increase from $717 million in the prior year, resulting from increases related to our acquisitions and capital investments.

Interest expense for full year 2020 totaled $164 million, as compared to $164 million in the prior year.

Tax expense for full year 2020 was $49 million, resulting in an effective tax rate of approximately 3%. Tax expense for full year 2019 was $132 million, resulting in an effective tax rate of approximately 12%.

The Company generated net cash flow from operating activities of $1,413 million in 2020, compared to $1,624 million in the prior year. As of December 31, 2020, the Company had cash and cash equivalents of $2.8 billion and total available liquidity of $5.2 billion.

Reconciliations of Adjusted Revenue Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share 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.

Full Year 2021 Outlook
The Company's full year 2021 financial guidance is as follows:



     
              (in millions, except per share amounts)                                    
            
              Full Year 2021




     Net sales                                                                                          
            $15,125 - $15,725



     Adjusted EBITDA                                                                                      
            $2,325 - $2,475



     Adjusted EBITDA margin                                                                                          15.4% - 15.7%



     Adjusted operating income                                                                            
            $1,540 - $1,690



     Adjusted operating income margin                                                                                10.2% - 10.7%



     Adjusted net income per share (1)                                                                      
            $3.35 - $3.85



     Cash flow from operations                                                                                              $1,850



     Capital expenditures                                                                                                     $750



     Adjusted effective tax rate                                                                                               12%


                 (1) The Company's full year 2021 financial guidance includes $0.85 per diluted share for the anticipated equity losses to be recognized by
                  Aptiv from the performance of the Motional autonomous driving joint venture.

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 888.394.8218 (US domestic) or 646.828.8193 (international) or through a webcast at ir.aptiv.com. The conference ID number is 5690538. 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 EBITDA, 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 other transactions 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 EBITDA represents net income before depreciation and amortization (including asset impairments), interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, restructuring and other special items.

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 Adjusted Weighted Average Number of Diluted Shares Outstanding for the period. The Adjusted Weighted Average Number of Diluted Shares Outstanding assumes the application of the if-converted method of share dilution, if not already applied for U.S. GAAP purposes of calculating the weighted average number of diluted shares outstanding. Cash Flow Before Financing represents cash provided by operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and net proceeds from the divestiture of 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 EBITDA, 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, certain investments and acquisitions 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,

                                                                                                                                               ---

                                                                               2020                           2019                    2020                                 2019

                                                                                                                                                                         ---

                                                                                      
              
                (in millions, except per share amounts)



     Net sales                                                                       $
              4,212                                     $
              3,596                   $
        13,066  $
        14,357



     Operating expenses:



     Cost of sales                                                           3,433                                    2,909                                      11,126               11,711



     Selling, general and administrative                                       278                                      298                                         976                1,076



     Amortization                                                               37                                       35                                         144                  146



     Restructuring                                                              18                                       30                                         136                  148



     Gain on autonomous driving joint venture                                    -                                                                            (1,434)




     Total operating expenses                                                3,766                                    3,272                                      10,948               13,081




     Operating income                                                          446                                      324                                       2,118                1,276



     Interest expense                                                         (39)                                    (41)                                      (164)               (164)



     Other income (expense), net                                                 6                                     (15)                                                             14




     Income before income taxes and equity (loss) income                       413                                      268                                       1,954                1,126



     Income tax expense                                                       (55)                                    (30)                                       (49)               (132)




     Income before equity (loss) income                                        358                                      238                                       1,905                  994



     Equity (loss) income, net of tax                                         (43)                                       3                                        (83)                  15



     Net income                                                                315                                      241                                       1,822                1,009



     Net income attributable to noncontrolling interest                         16                                       11                                          18                   19




     Net income attributable to Aptiv                                          299                                      230                                       1,804                  990



     Mandatory Convertible Preferred Share dividends                          (16)                                                                               (35)




     Net income attributable to ordinary shareholders                                  $
              283                                       $
              230                    $
        1,769     $
        990






     Diluted net income per share:



     Diluted net income per share attributable to ordinary shareholders               $
              1.04                                      $
              0.90                     $
        6.66    $
        3.85




     Weighted average number of diluted shares outstanding                  270.91                                   256.36                                      270.70               257.39


                                                          
        
                APTIV PLC
                                                        
         CONSOLIDATED BALANCE SHEETS
                                                            
             (Unaudited)




                                                                                          December 31,                           December 31,
                                                                                                  2020                    2019




                                                                                                        (in millions)



     
                ASSETS



     Current assets:



     Cash and cash equivalents                                                                         $
              2,821                  $
        412



     Restricted cash                                                                               32                        16



     Accounts receivable, net                                                                   2,812                     2,569



     Inventories                                                                                1,297                     1,286



     Other current assets                                                                         503                       504



     Assets held for sale                                                                           -                      532




     Total current assets                                                                       7,465                     5,319



     Long-term assets:



     Property, net                                                                              3,301                     3,309



     Operating lease right-of-use assets                                                          380                       413



     Investments in affiliates                                                                  2,011                       106



     Intangible assets, net                                                                     1,091                     1,186



     Goodwill                                                                                   2,580                     2,407



     Other long-term assets                                                                       694                       719



     Total long-term assets                                                                    10,057                     8,140




     Total assets                                                                                     $
              17,522               $
        13,459




     
                LIABILITIES AND SHAREHOLDERS' EQUITY



     Current liabilities:



     Short-term debt                                                                                      $
              90                  $
        393



     Accounts payable                                                                           2,571                     2,463



     Accrued liabilities                                                                        1,385                     1,155



     Liabilities held for sale                                                                      -                       43




     Total current liabilities                                                                  4,046                     4,054



     Long-term liabilities:



     Long-term debt                                                                             4,011                     3,971



     Pension benefit obligations                                                                  525                       483



     Long-term operating lease liabilities                                                        300                       329



     Other long-term liabilities                                                                  540                       611



     Total long-term liabilities                                                                5,376                     5,394




     Total liabilities                                                                          9,422                     9,448




     Commitments and contingencies



     Total Aptiv shareholders' equity                                                           7,905                     3,819



     Noncontrolling interest                                                                      195                       192




     Total shareholders' equity                                                                 8,100                     4,011




     Total liabilities and shareholders' equity                                                       $
              17,522               $
        13,459


                                                                                           
              
                APTIV PLC
                                                                                         
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                
                (Unaudited)




                                                                                                                                                      Year Ended December 31,



                                                                                                                                              2020                 2019

                                                                                                                                                                   ---

                                                                                                                                                      (in millions)



     Cash flows from operating activities:



     Net income                                                                                                                                   $
      1,822                      $
       1,009



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



     Depreciation and amortization                                                                                                            764                            717



     Restructuring expense, net of cash paid                                                                                                 (15)                            29



     Deferred income taxes                                                                                                                   (52)                          (33)



     Loss (income) from equity method investments, net of dividends received                                                                   92                            (6)



     Loss on modification of debt                                                                                                               4



     Loss on extinguishment of debt                                                                                                             -                             6



     Gain on autonomous driving joint venture                                                                                             (1,434)



     Other, net                                                                                                                               110                            115



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                                               (243)                          (74)



     Inventories                                                                                                                              (8)                             8



     Accounts payable                                                                                                                         186                            133



     Other, net                                                                                                                               220                          (242)



     Pension contributions                                                                                                                   (33)                          (38)



     Net cash provided by operating activities                                                                                              1,413                          1,624




     Cash flows from investing activities:



     Capital expenditures                                                                                                                   (584)                         (781)



     Proceeds from sale of property / investments                                                                                              10                             14



     Cost of business acquisitions, net of cash acquired                                                                                     (49)                         (334)



     Cost of technology investments                                                                                                           (2)                          (10)



     Settlement of derivatives                                                                                                                (1)



     Net cash used in investing activities                                                                                                  (626)                       (1,111)




     Cash flows from financing activities:



     (Decrease) increase in other short and long-term debt, net                                                                             (411)                            55



     Repayment of senior notes                                                                                                                  -                         (654)



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



     Fees related to modification of debt agreements                                                                                         (18)



     Proceeds from the public offering of ordinary shares, net of issuance costs                                                            1,115



     Proceeds from the public offering of preferred shares, net of issuance costs                                                           1,115



     Dividend payments of consolidated affiliates to minority shareholders                                                                   (10)                          (11)



     Repurchase of ordinary shares                                                                                                           (57)                         (420)



     Distribution of Mandatory Convertible Preferred Share cash dividends                                                                    (32)



     Distribution of ordinary share cash dividends                                                                                           (56)                         (226)



     Taxes withheld and paid on employees' restricted share awards                                                                           (33)                          (34)




     Net cash provided by (used in) financing activities                                                                                    1,613                          (649)




     Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash                                                        24                            (3)




     Increase (decrease) in cash, cash equivalents and restricted cash                                                                      2,424                          (139)



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




     Cash, cash equivalents and restricted cash at end of the year                                                                                $
      2,853                        $
       429


                                                                                                                                        
        
           APTIV PLC
                                                                                                                                           
        FOOTNOTES
                                                                                                                                          
        (Unaudited)



       
                1. Segment Summary




                                                                                             
              
           Three Months Ended                               
         
           Year Ended


                                                                                                
              
           December 31,                                 
         
           December 31,

                                                                                                                                                                         ---

                                                                                                2020                         2019                        %                   2020                       2019             %

                                                                                                                                                                                                                   ---

                                                                                           
             
           (in millions)                                             
         
                (in millions)



       
                Net Sales

    ---


       Signal and Power Solutions                                                                     $
         3,101                                         $
         2,571                            21%       $
         9,522        $
      10,302  (8)%



       Advanced Safety and User Experience                                                    1,121                               1,034                                       8%                 3,573               4,092 (13)%



       Eliminations and Other (a)                                                              (10)                                (9)                                                          (29)               (37)




       Net Sales                                                                                      $
         4,212                                         $
         3,596                                     $
         13,066        $
      14,357






       
                Adjusted Operating Income

    ---


       Signal and Power Solutions                                                                       $
         358                                           $
         304                            18%         $
         762         $
      1,274 (40)%



       Advanced Safety and User Experience                                                      118                                  84                                      40%                   105                 274 (62)%



       Eliminations and Other (a)                                                                 -




       Adjusted Operating Income                                                                        $
         476                                           $
         388                                        $
         867         $
      1,548






       (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 ordinary shareholders for the three months and years ended December 31, 2020 and 2019:




                                                                                                                                                     Three Months Ended                                    Year Ended


                                                                                                                                                     December 31,                                    December 31,

                                                                                                                                                                                         ---

                                                                                                                                  2020                         2019                  2020                         2019

                                                                                                                                                                                                                ---

                                                                                                                                                                (in millions, except per share data)



     Weighted average ordinary shares outstanding, basic                                                                       270.03                                255.31                                   263.43                           256.81



     Dilutive shares related to RSUs                                                                                             0.88                                  1.05                                     0.44                             0.58



     Weighted average MCPS Converted Shares                                                                                         -                                                                         6.83




     Weighted average ordinary shares outstanding, including dilutive shares                                                   270.91                                256.36                                   270.70                           257.39



     Net income per share attributable to ordinary shareholders:



     Basic                                                                                                                              $
              1.05                                  $
              0.90                                  $
      6.72  $
     3.85



     Diluted                                                                                                                            $
              1.04                                  $
              0.90                                  $
      6.66  $
     3.85


                                                                 
              
                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 EBITDA," "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 and other transactions. 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, 2020






       Reported net sales % change                                                                                                                                   17
                                                                                                                                                                       %



       Less: foreign currency exchange and commodities                                                                                                      3
            %



       Less: divestitures and other, net                                                                                                                              -   
              %

                                                                                                                                                                                             ---


       Adjusted revenue growth                                                                                                                                       14
                                                                                                                                                                       %

                                                                                                                                                                                             ===



                                                                                                                                                     Year Ended
                                                                                                                                                       December 31, 2020






       Reported net sales % change                                                                                                                                  (9)
                                                                                                                                                                       %



       Less: foreign currency exchange and commodities                                                                                                                -   
              %



       Less: divestitures and other, net                                                                                                                              -   
              %

                                                                                                                                                                                             ---


       Adjusted revenue growth                                                                                                                                      (9)
                                                                                                                                                                       %

                                                                                                                                                                                             ===


                                    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,

                                                                                                                                                                                                                                                                                                                                           ---

                                                                                                                                                                                2020                                                                               2019                                                                                  2020                                                                                 2019


                                                                                                                                                                                                                             
              
                ($ in millions)


                                                                                                           
              
                $                                             Margin              
              
                $                                        Margin                     
              
                $                                     Margin                
              
                $                                      Margin

                                                                                                                                                                                                                                                                                                                                                                                                                                                     ---


       Net income attributable to Aptiv                                                                                               $
              299                                                                                                                          $
              230                                                                                                $
              1,804                                                       $
     990



       Interest expense                                                                                                          39                                                                                                      41                                                                                       164                                                                                                                    164



       Other (income) expense, net                                                                                              (6)                                                                                                     15                                                                                                                                                                                                            (14)



       Income tax expense                                                                                                        55                                                                                                      30                                                                                        49                                                                                                                    132



       Equity loss (income), net of tax                                                                                          43                                                                                                     (3)                                                                                       83                                                                                                                   (15)



       Net income attributable to noncontrolling interest                                                                        16                                                                                                      11                                                                                        18                                                                                                                     19




       Operating income                                                                                                         446                                                           10.6                                                                        324                                            9.0                                                    2,118                                                                     16.2   1,276         8.9

                                                                                                                                                                                                 %                                                                                                                       %                                                                                                                               %                    %




       Restructuring                                                                                                             18                                                                                                      30                                                                                       136                                                                                                                    148



       Other acquisition and portfolio project costs                                                                              4                                                                                                      26                                                                                        23                                                                                                                     71



       Asset impairments                                                                                                          6                                                                                                                                                                                               10                                                                                                                     11



       Deferred compensation related to acquisitions                                                                              2                                                                                                       8                                                                                        14                                                                                                                     42



       Gain on business divestitures and other transactions                                                                                                                                                                                                                                                                 (1,434)




       Adjusted operating income                                                                                                      $
              476                                                                     11.3                                                                    $
              388                                                  10.8                                                                         $
            867     6.6              $
     1,548   10.8

                                                                                                                                                                                                                             %                                                                                                                                      %                                                                                           %                            %

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    ===



     
                Segment Adjusted Operating Income



     
                (in millions)



     
                Three Months Ended December 31, 2020                  Signal and                              Advanced Safety                           Eliminations   Total
                                                           Power Solutions                        and User                          and Other
                                                                                                 Experience




     Operating income                                                                $
       354                                              $
              92              
      $               $
       446



     Restructuring                                                               2                           16                                                                      18



     Other acquisition and portfolio project costs                               2                            2                                                                       4



     Asset impairments                                                                                       6                                                                       6



     Deferred compensation related to acquisitions                                                           2                                                                       2




     Adjusted operating income                                                       $
       358                                             $
              118              
      $               $
       476






     Depreciation and amortization (a)                                               $
       157                                              $
              51              
      $               $
       208





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




     Operating income                                                                $
       273                                              $
              51              
      $               $
       324



     Restructuring                                                              16                           14                                                                      30



     Other acquisition and portfolio project costs                              15                           11                                                                      26



     Deferred compensation related to acquisitions                                                           8                                                                       8




     Adjusted operating income                                                       $
       304                                              $
              84              
      $               $
       388






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





     
                Year Ended December 31, 2020                          Signal and                              Advanced Safety                           Eliminations   Total
                                                           Power Solutions                      and User                         and Other
                                                                                               Experience




     Operating income                                                                $
       656                                           $
              1,462              
      $             $
       2,118



     Restructuring                                                              90                           46                                                                     136



     Other acquisition and portfolio project costs                              12                           11                                                                      23



     Asset impairments                                                           4                            6                                                                      10



     Deferred compensation related to acquisitions                                                          14                                                                      14



     Gain on business divestitures and other transactions                                              (1,434)                                                                 (1,434)




     Adjusted operating income                                                       $
       762                                             $
              105              
      $               $
       867






     Depreciation and amortization (a)                                               $
       588                                             $
              176              
      $               $
       764





     
                Year Ended December 31, 2019                          Signal and                              Advanced Safety                           Eliminations   Total
                                                           Power Solutions                      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 acquisitions                                                          42                                                                      42




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






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





     (a) Includes asset impairments.


                                    Adjusted EBITDA
                : Adjusted EBITDA 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 EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income before depreciation and amortization
                                     (including asset impairment), interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this
                                     presentation may not be comparable to other similarly titled measures of other companies.

    ---



                                                                                                                                                Three Months Ended                                         Year Ended


                                                                                                                                                December 31,                                        December 31,

                                                                                                                                                                                           ---

                                                                                                                              2020                         2019                    2020                         2019

                                                                                                                                                                                                              ---

                                                                                                                                                 
              
                (in millions)



       Net income attributable to Aptiv                                                                                             $
              299                                     $
              230                                     $
              1,804                                       $
              990



       Interest expense                                                                                                        39                                     41                                       164                                         164



       Other (income) expense, net                                                                                            (6)                                    15                                                                                 (14)



       Income tax expense                                                                                                      55                                     30                                        49                                         132



       Equity loss (income), net of tax                                                                                        43                                    (3)                                       83                                        (15)



       Net income attributable to noncontrolling interest                                                                      16                                     11                                        18                                          19




       Operating income                                                                                                       446                                    324                                     2,118                                       1,276



       Depreciation and amortization                                                                                          208                                    178                                       764                                         717




       EBITDA                                                                                                                       $
              654                                     $
              502                                     $
              2,882                                     $
              1,993




       Restructuring                                                                                                           18                                     30                                       136                                         148



       Other acquisition and portfolio project costs                                                                            4                                     26                                        23                                          71



       Deferred compensation related to acquisitions                                                                            2                                      8                                        14                                          42



       Gain on business divestitures and other transactions                                                                                                                                              (1,434)




       Adjusted EBITDA                                                                                                              $
              678                                     $
              566                                     $
              1,621                                     $
              2,254


                                    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 Adjusted Weighted Average Number of Diluted Shares Outstanding, as reconciled below, 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,

                                                                                                                                                                                                                       ---

                                                                                                                                                        2020                          2019                    2020                          2019

                                                                                                                                                                                                                                          ---

                                                                                                                                                              
              
                (in millions, except per share amounts)



       Net income attributable to ordinary shareholders                                                                                                        $
              283                                      $
              230                                     $
              1,769                                       $
              990



       Mandatory Convertible Preferred Share dividends                                                                                                   16                                                                                35




       Net income attributable to Aptiv                                                                                                                 299                                     230                                      1,804                                         990



       Adjusting items:



       Restructuring                                                                                                                                     18                                      30                                        136                                         148



       Other acquisition and portfolio project costs                                                                                                      4                                      26                                         23                                          71



       Asset impairments                                                                                                                                  6                                                                                10                                          11



       Deferred compensation related to acquisitions                                                                                                      2                                       8                                         14                                          42



       Gain on business divestitures and other transactions                                                                                               -                                                                          (1,434)



       Debt modification costs                                                                                                                            -                                                                                4



       Debt extinguishment costs                                                                                                                          -                                                                                                                           6



       Transaction and related costs associated with acquisitions                                                                                         -                                      5                                                                                     5



       Gain on changes in fair value of equity investments                                                                                             (10)                                                                             (10)                                       (19)



       Tax impact of adjusting items (a)                                                                                                                  -                                    (3)                                      (22)                                       (18)




       Adjusted net income attributable to Aptiv                                                                                                               $
              319                                      $
              296                                       $
              525                                     $
              1,236






       Adjusted weighted average number of diluted shares outstanding (b)                                                                            283.28                                  256.36                                     270.70                                      257.39




       Diluted net income per share attributable to Aptiv                                                                                                     $
              1.04                                     $
              0.90                                      $
              6.66                                      $
              3.85




       Adjusted net income per share                                                                                                                          $
              1.13                                     $
              1.15                                      $
              1.94                                      $
              4.80


               (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.


               (b)               In June 2020, the Company issued
                                  $1,150 million in aggregate
                                  liquidation preference of 5.50%
                                  Mandatory Convertable Preferred
                                  Shares (the "MCPS") and received
                                  proceeds of $1,115 million, after
                                  deducting expenses and the
                                  underwriters' discount of $35
                                  million. Dividends on the MCPS are
                                  payable on a cumulative basis at
                                  an annual rate of 5.50% on the
                                  liquidation preference of $100 per
                                  share. Unless earlier converted,
                                  each share of MCPS will
                                  automatically convert on June 15,
                                  2023 into between 1.0754 and
                                  1.3173 shares of Aptiv's ordinary
                                  shares, subject to further anti-
                                  dilution adjustments. For purposes
                                  of calculating Adjusted Net Income
                                  Per Share, the Company has
                                  excluded the anticipated MCPS cash
                                  dividends and assumed the "if-
                                  converted" method of share
                                  dilution (the incremental ordinary
                                  shares deemed outstanding applying
                                  the "if-converted" method of
                                  calculating share dilution are
                                  referred to as the "Weighted
                                  average MCPS Converted Shares" in
                                  the following table). The Adjusted
                                  Weighted Average Number of Diluted
                                  Shares Outstanding calculated
                                  below, assumes the conversion of
                                  all 11.5 million MCPS and issuance
                                  of the underlying ordinary shares
                                  applying the "if-converted"
                                  method (method already applied for
                                  U.S. GAAP purposes of calculating
                                  the weighted average number of
                                  diluted shares outstanding for the
                                  year ended December 31, 2020) on a
                                  weighted average outstanding basis
                                  for all periods subsequent to
                                  issuance of the MCPS. We believe
                                  that using the "if-converted"
                                  method provides additional insight
                                  to investors on the potential
                                  impact of the MCPS once they are
                                  converted into ordinary shares no
                                  later than June 15, 2023.



       
                
                  Adjusted Weighted Average Number of Diluted Shares Outstanding:

    ---

                                                                                                                Three Months Ended                     Year Ended


                                                                                                                December 31,                     December 31,



                                                                                                      2020     2019                 2020    2019



                                                                                                           
     
               (in millions)



       Weighted average number of diluted shares outstanding                                       270.91              256.36           270.70                   257.39



       Weighted average MCPS Converted Shares                                                       12.37




       Adjusted weighted average number of diluted shares outstanding                              283.28              256.36           270.70                   257.39


                                    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 plus cash provided by (used in)
                                     investing activities, adjusted for the purchase price of business acquisitions and net proceeds from the divestiture of 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,

                                                                                                                                                                                                                                      ---

                                                                                                                                                                         2020                         2019                    2020                         2019

                                                                                                                                                                                                                                                         ---

                                                                                                                                                                                            
              
                (in millions)



       Cash flows from operating activities:



       Net income                                                                                                                                                              $
              315                                     $
              241                                     $
              1,822                                     $
              1,009



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



       Depreciation and amortization                                                                                                                                     208                                    178                                       764                                         717



       Restructuring expense, net of cash paid                                                                                                                          (15)                                   (2)                                     (15)                                         29



       Working capital                                                                                                                                                    70                                    322                                      (65)                                         67



       Pension contributions                                                                                                                                            (10)                                   (8)                                     (33)                                       (38)



       Gain on autonomous driving joint venture                                                                                                                            -                                                                        (1,434)



       Other, net                                                                                                                                                        231                                   (28)                                      374                                       (160)




       Net cash provided by operating activities                                                                                                                         799                                    703                                     1,413                                       1,624






       Cash flows from investing activities:



       Capital expenditures                                                                                                                                             (95)                                 (162)                                    (584)                                      (781)



       Cost of business acquisitions and other transactions, net of cash acquired                                                                                          -                                 (311)                                     (49)                                      (334)



       Cost of technology investments                                                                                                                                    (1)                                   (6)                                      (2)                                       (10)



       Settlement of derivatives                                                                                                                                         (2)                                   (1)                                      (1)



       Other, net                                                                                                                                                          4                                      1                                        10                                          14




       Net cash used in investing activities                                                                                                                            (94)                                 (479)                                    (626)                                    (1,111)






       Adjusting items:



       Adjustment for the cost of business acquisitions and other transactions, net of cash acquired                                                                       -                                   311                                        49                                         334



       Cash flow before financing                                                                                                                                              $
              705                                     $
              535                                       $
              836                                       $
              847


                                    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 Full Year


                                                                                                                                                                                      2021 (1)





                                                                                                                                                            ($ in millions)



       
                
                  Adjusted Operating Income                                                   
              
                $                                               Margin (2)

    ---                                                                                                                                                                                        ---


       Net income attributable to Aptiv                                                                                                      $
              917



       Interest expense                                                                                                              154



       Other expense, net                                                                                                             29



       Income tax expense                                                                                                            166



       Equity loss, net of tax                                                                                                       223



       Net income attributable to noncontrolling interest                                                                             15




       Operating income                                                                                                            1,504                                                           9.8

                                                                                                                                                                                                     %

                                                                                                                                                                                                        ---


       Restructuring                                                                                                                  95



       Other acquisition and portfolio project costs                                                                                  16



       Adjusted operating income                                                                                                           $
              1,615                                           10.5

                                                                                                                                                                                                          %





       
                
                  Adjusted EBITDA

    ---


       Net income attributable to Aptiv                                                                                                      $
              917



       Interest expense                                                                                                              154



       Other expense, net                                                                                                             29



       Income tax expense                                                                                                            166



       Equity loss, net of tax                                                                                                       223



       Net income attributable to noncontrolling interest                                                                             15




       Operating income                                                                                                            1,504



       Depreciation and amortization                                                                                                 785




       EBITDA                                                                                                                              $
              2,289                                           14.8

                                                                                                                                                                                                          %

                                                                                                                                                                                                             ---


       Restructuring                                                                                                                  95



       Other acquisition and portfolio project costs                                                                                  16



       Adjusted EBITDA                                                                                                                     $
              2,400                                           15.6

                                                                                                                                                                                                          %

                                                                                                                                                                                                             ===



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



              (2)              Represents operating income,
                                  Adjusted Operating Income,
                                  EBITDA and Adjusted EBITDA,
                                  respectively, as a percentage
                                  of estimated net sales.


                                                                                      Estimated Full Year


                                                                                                    2021 (1)






       
                
                  Adjusted Net Income Per Share                 ($ and shares in millions,
                                                                       except per share amounts)

    ---


       Net income attributable to ordinary shareholders                                                       $
       854



       Mandatory Convertible Preferred Share dividends                                                   63




       Net income attributable to Aptiv                                                                 917




       Adjusting items:



       Restructuring                                                                                     95



       Other acquisition and portfolio project costs                                                     16



       Tax impact of adjusting items                                                                    (7)




       Adjusted net income attributable to Aptiv                                                            $
       1,021






       Adjusted weighted average number of diluted shares outstanding                                283.59




       Diluted net income per share attributable to Aptiv                                                    $
       3.23




       Adjusted net income per share                                                                         $
       3.60


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

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SOURCE Aptiv PLC