PR Newswire | Oct 29, 2020 06:46AM EDT

10/29 05:45 CDT

Aptiv Reports Third Quarter 2020 Financial ResultsStrong Year-Over-Year Revenue GrowthSolid Operating Performance Despite Challenging Environment DUBLIN, Oct. 29, 2020

DUBLIN, Oct. 29, 2020 /PRNewswire/ -- Aptiv PLC (NYSE: APTV), a global technology company focused on making mobility safer, greener and more connected, today reported third quarter 2020 U.S. GAAP earnings of $1.05 per diluted share. Excluding special items, third quarter earnings totaled $1.13 per diluted share.

Third Quarter Highlights Include

* U.S. GAAP revenue of $3.7 billion, an increase of 3% * Revenue increased 3% adjusted for currency exchange, commodity movements and divestitures

* U.S. GAAP net income of $283 million, diluted earnings per share of $1.05 * Excluding special items, diluted earnings per share of $1.13

* U.S. GAAP operating income margin of 9.9%, operating income of $364 million * Adjusted Operating Income margin of 10.6%, Adjusted Operating Income of $389 million; Adjusted EBITDA of $581 million

* Generated $559 million of cash from operations

Year-to-Date Highlights Include

* U.S. GAAP revenue of $8.9 billion, a decrease of 18% * Revenue decreased 16% 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 $1,486 million, diluted earnings per share of $5.63; which includes a gain of $5.39 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 $0.77

* U.S. GAAP operating income of $1,672 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 4.4%, Adjusted Operating Income of $391 million; Adjusted EBITDA of $943 million

* Generated $614 million of cash from operations

"Our third quarter results reflect the efforts we have taken to build a more sustainable business, with a portfolio of advanced technologies driving sustained above market growth despite the ongoing challenging environment," said Kevin Clark, president and chief executive officer. "The actions we have taken to improve our through-cycle resiliency, optimize our industry-leading cost structure and enhance our operational execution resulted in stronger revenue growth and earnings in the quarter. Never has Aptiv's mission of enabling a safer, greener and more connected world had more meaning for our society than it does today. We are confident our technologies aligned to these key megatrends, flexible business model and strong balance sheet position Aptiv for recovery outperformance and sustainable long-term value creation for all of our stakeholders."

Third Quarter 2020 ResultsFor the three months ended September 30, 2020, the Company reported U.S. GAAP revenue of $3.7 billion, an increase of 3% from the prior year period, despite global vehicle production declines of 4% (4% 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 3% in the third quarter. This reflects growth of 3% in Europe, 11% in Asia, which includes growth of 14% in China, and 3% in South America, partially offset by a decline of 3% in North America.

The Company reported third quarter 2020 U.S. GAAP net income of $283 million and earnings of $1.05 per diluted share, compared to $246 million and $0.96 per diluted share in the prior year period. Third quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $320 million, or earnings of $1.13 per diluted share, compared to $325 million, or $1.27 per diluted share, in the prior year period.

Third quarter Adjusted Operating Income, a non-GAAP financial measure defined below, was $389 million, compared to $410 million in the prior year period. Adjusted Operating Income margin was 10.6%, compared to 11.5% in the prior year period, reflecting the stabilization during the quarter of global vehicle production levels. Depreciation and amortization expense totaled $192 million, an increase from $178 million in the prior year period.

Interest expense for the third quarter totaled $38 million, as compared to $42 million in the prior year period.

Tax benefit in the third quarter of 2020 was $2 million, resulting in an effective tax rate of approximately (1)%, as a result of current period net discrete tax benefits of $38 million, or approximately 12 points, primarily due to the favorable tax impacts of certain intragroup reorganizations during the quarter, which are intended to streamline and simplify the Company's operating and legal structure. Tax expense in the third quarter of 2019 was $38 million, resulting in an effective tax rate of approximately 13%.

The Company generated net cash flow from operating activities of $559 million in the third quarter, compared to $325 million in the prior year period.

Year-to-Date 2020 ResultsFor the nine months ended September 30, 2020, the Company reported U.S. GAAP revenue of $8.9 billion, a decrease of 18% from the prior year period, which includes volume declines of 15% primarily resulting from the impacts of the COVID-19 pandemic, which also resulted in global vehicle production declines of 23% (26% on an AWM basis) over the same period. Adjusted for currency exchange, commodity movements and divestitures, revenue decreased by 16% during the period. This reflects declines of 25% in North America, 16% in Europe, 3% in Asia, which was flat in China, and 15% in South America.

For the 2020 year-to-date period, the Company reported U.S. GAAP net income of $1,486 million and earnings of $5.63 per diluted share, compared to $760 million and $2.95 per diluted share in the prior year period. Year-to-date Adjusted Net Income totaled $206 million, or earnings of $0.77 per diluted share, compared to $940 million, or $3.65 per diluted share, in the prior year period.

The Company reported Adjusted Operating Income of $391 million for the nine months ended September 30, 2020, compared to $1,160 million in the prior year period. Adjusted Operating Income margin was 4.4% for the nine months ended September 30, 2020, compared to 10.8% in the prior year period, primarily as a result of the adverse impacts of the COVID-19 pandemic, which primarily affected 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 $556 million, an increase from $539 million in the prior year period.

Interest expense for the nine months ended September 30, 2020 totaled $125 million, as compared to $123 million in the prior year period.

Tax benefit for the nine months ended September 30, 2020 was $6 million, resulting in an effective tax rate of nil. Tax expense in the prior year period was $102 million, resulting in an effective tax rate of approximately 12%.

The Company generated net cash flow from operating activities of $614 million in the nine months ended September 30, 2020, compared to $921 million in the prior year period. As of September 30, 2020, the Company had cash and cash equivalents of $2.1 billion and total available liquidity of $4.5 billion.

Reconciliations of Adjusted Revenue Growth, Adjusted Net Income, Adjusted Net Income Per Share, Adjusted Operating Income, Adjusted EBITDA 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 2020 OutlookThe Company's full year 2020 financial guidance is as follows:

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

Net sales $12,540 - $12,690

Adjusted operating income $775 - $825

Adjusted operating income margin 6.2% - 6.5%

Adjusted EBITDA $1,515 - $1,565

Adjusted net income per share $1.65 - $1.80

Cash flow from operations $1,050

Capital expenditures $600

Adjusted effective tax rate 10% - 11%

Conference Call and WebcastThe Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.367.2403 (U.S. and Canada) or +1.334.777.6978 (international) or through a webcast at ir.aptiv.com. The conference ID number is 6173758. 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 InformationThis 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) benefit, 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) benefit, 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 AptivAptiv is a global technology company that develops safer, greener and more connected solutions enabling the future of mobility. Visit aptiv.com.

Forward-Looking StatementsThis 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 include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; uncertainties posed by the COVID-19 pandemic and the difficulty in predicting its future course and its impact on the global economy and the Company's future operations; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material integral to the Company's products; the Company's ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations such as the United States-Mexico-Canada Agreement; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

APTIV PLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



Three Months EndedNine Months Ended September 30, September 30,

2020 2019 2020 2019

(in millions, except per share amounts)

Net sales $3,668$3,559$8,854$10,761

Operating expenses:

Cost of sales 3,021 2,882 7,693 8,802

Selling, general and administrative 229 262 698 778

Amortization 36 34 107 111

Restructuring 18 61 118 118

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

Total operating expenses 3,304 3,239 7,182 9,809

Operating income 364 320 1,672 952

Interest expense (38) (42) (125) (123)

Other income (expense), net 1 7 (6) 29

Income before income taxes and equity income 327 285 1,541 858

Income tax benefit (expense) 2 (38) 6 (102)

Income before equity income 329 247 1,547 756

Equity (loss) income, net of tax (24) 5 (40) 12

Net income 305 252 1,507 768

Net income attributable to noncontrolling interest 6 6 2 8

Net income attributable to Aptiv 299 246 1,505 760

Mandatory Convertible Preferred Share dividends (16) - (19) -

Net income attributable to ordinary shareholders $283 $246 $1,486$760



Diluted net income per share:

Diluted net income per share attributable to ordinary$1.05 $0.96 $5.63 $2.95 shareholders

Weighted average number of diluted shares outstanding270.38 256.44 267.14 257.74

APTIV PLC CONDENSED CONSOLIDATED BALANCE SHEETS



September 30, 2020 December 31,2019 (Unaudited)

(in millions)

ASSETS

Current assets:

Cash and cash equivalents $ 2,122 $412

Restricted cash 32 16

Accounts receivable, net 2,620 2,569

Inventories 1,229 1,286

Other current assets 586 504

Assets held for sale - 532

Total current assets 6,589 5,319

Long-term assets:

Property, net 3,223 3,309

Operating lease right-of-use assets 375 413

Investments in affiliates 2,047 106

Intangible assets, net 1,095 1,186

Goodwill 2,479 2,407

Other long-term assets 636 719

Total long-term assets 9,855 8,140

Total assets $ 16,444 $13,459

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Short-term debt $ 99 $393

Accounts payable 2,186 2,463

Accrued liabilities 1,294 1,155

Liabilities held for sale - 43

Total current liabilities 3,579 4,054

Long-term liabilities:

Long-term debt 3,935 3,971

Pension benefit obligations 484 483

Long-term operating lease liabilities 294 329

Other long-term liabilities 598 611

Total long-term liabilities 5,311 5,394

Total liabilities 8,890 9,448

Commitments and contingencies

Total Aptiv shareholders' equity 7,363 3,819

Noncontrolling interest 191 192

Total shareholders' equity 7,554 4,011

Total liabilities and shareholders' equity$ 16,444 $13,459

APTIV PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



Nine Months Ended September 30,

2020 2019

(in millions)

Cash flows from operating activities:

Net income $1,507 $768

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

Depreciation and amortization 556 539

Restructuring expense, net of cash paid - 31

Deferred income taxes 10 14

Income from equity method investments, net of dividends received 46 (9)

Loss on modification of debt 4 -

Loss on extinguishment of debt - 6

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

Other, net 64 74

Changes in operating assets and liabilities:

Accounts receivable, net (51) (173)

Inventories 60 (63)

Accounts payable (144) (19)

Other, net 19 (217)

Pension contributions (23) (30)

Net cash provided by operating activities 614 921

Cash flows from investing activities:

Capital expenditures (489) (619)

Proceeds from sale of property / investments 6 13

Cost of business acquisitions and other transactions, net (49) (23)

Cost of technology investments (1) (4)

Settlement of derivatives 1 1

Net cash used in investing activities (532) (632)

Cash flows from financing activities:

(Decrease) increase in other short and long-term debt, net (400) 118

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 (6) -

Repurchase of ordinary shares (57) (390)

Distribution of Mandatory Convertible Preferred Share cash dividends (16) -

Distribution of ordinary share cash dividends (56) (170)

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

Net cash provided by (used in) financing activities 1,644 (489)

Effect of exchange rate fluctuations on cash, cash equivalents and restricted (1) (10) cash

Increase (decrease) in cash, cash equivalents and restricted cash 1,725 (210)

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

Cash, cash equivalents and restricted cash at end of the period $2,154 $358

APTIV PLC

FOOTNOTES

(Unaudited)

1. Segment Summary

Three Months Ended Nine Months Ended September 30, September 30,

2020 2019 % 2020 2019 %

(in millions) (in millions)

Net Sales

Signal and Power Solutions $ 2,656 $ 2,584 3 % $ 6,421 $ 7,731 (17) %

Advanced Safety and User Experience 1,020 985 4 % 2,452 3,058 (20) %

Eliminations and Other (a) (8) (10) (19) (28)

Net Sales $ 3,668 $ 3,559 $ 8,854 $ 10,761

Adjusted Operating Income (Loss)

Signal and Power Solutions $ 322 $ 350 (8) % $ 404 $ 970 (58) %

Advanced Safety and User Experience 67 60 12 % (13) 190 (107) %

Eliminations and Other (a) - - - -

Adjusted Operating Income $ 389 $ 410 $ 391 $ 1,160

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

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 and nine months ended September 30, 2020 and 2019:



Three Months Ended Nine Months Ended September 30, September 30,

2020 2019 2020 2019

(in millions, except per share amounts)

Weighted average ordinary shares outstanding,270.03 255.89 261.22 257.32 basic

Dilutive shares related to RSUs 0.35 0.55 0.28 0.42

Weighted average MCPS Converted Shares - - 5.64 -

Weighted average ordinary shares outstanding,270.38 256.44 267.14 257.74 including dilutive shares

Net income per share attributable to ordinary shareholders:

Basic $1.05 $0.96 $5.69 $2.95

Diluted $1.05 $0.96 $5.63 $2.95

APTIV PLC

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

In this press release the Company has provided information regarding certainnon-GAAP financial measures, including "Adjusted Revenue Growth," "AdjustedOperating Income," "Adjusted EBITDA," "Adjusted Net Income," "Adjusted NetIncome Per Share" and "Cash Flow Before Financing." Such non-GAAP financialmeasures are reconciled to their closest GAAP financial measure in thefollowing schedules.

Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplementalmeasure of the Company's financial performance which management believes isuseful to investors in assessing the Company's ongoing financial performancethat, when reconciled to the corresponding U.S. GAAP measure, provides improvedcomparability between periods through the exclusion of certain items thatmanagement believes are not indicative of the Company's core operatingperformance and which may obscure underlying business results and trends. Ourmanagement utilizes Adjusted Revenue Growth in its financial decision makingprocess, to evaluate performance of the Company and for internal reporting,planning and forecasting purposes. Adjusted Revenue Growth is defined as theyear-over-year change in reported net sales relative to the comparable period,excluding the impact on net sales from currency exchange, commodity movementsand divestitures and other transactions. Not all companies use identicalcalculations of Adjusted Revenue Growth, therefore this presentation may not becomparable to other similarly titled measures of other companies.

Three Months Ended September 30, 2020



Reported net sales % change 3 %

Less: foreign currency exchange and commodities- %

Less: divestitures and other, net - %

Adjusted revenue growth 3 %



Nine Months Ended September 30, 2020



Reported net sales % change (18) %

Less: foreign currency exchange and commodities(2) %

Less: divestitures and other, net - %

Adjusted revenue growth (16) %

Adjusted Operating Income: Adjusted Operating Income is presented as asupplemental measure of the Company's financial performance which managementbelieves is useful to investors in assessing the Company's ongoing financialperformance that, when reconciled to the corresponding U.S. GAAP measure,provides improved comparability between periods through the exclusion ofcertain items that management believes are not indicative of the Company's coreoperating performance and which may obscure underlying business results andtrends. Our management utilizes Adjusted Operating Income in its financialdecision making process, to evaluate performance of the Company and forinternal reporting, planning and forecasting purposes. Management also utilizesAdjusted Operating Income as the key performance measure of segment income orloss and for planning and forecasting purposes to allocate resources to oursegments, as management also believes this measure is most reflective of theoperational profitability or loss of our operating segments. Adjusted OperatingIncome is defined as net income before 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 identicalcalculations of Adjusted Operating Income, therefore this presentation may notbe comparable to other similarly titled measures of other companies. Operatingmargin represents Operating income as a percentage of net sales, and AdjustedOperating Income margin represents Adjusted Operating Income as a percentage ofnet sales.

Consolidated Adjusted Operating Income



Three Months Ended Nine Months Ended September 30, September 30,

2020 2019 2020 2019

($ in millions)

$ Margin$ Margin$ Margin$ Margin

Net income attributable to Aptiv $299 $246 $1,505 $760

Interest expense 38 42 125 123

Other (income) expense, net (1) (7) 6 (29)

Income tax (benefit) expense (2) 38 (6) 102

Equity loss (income), net of tax 24 (5) 40 (12)

Net income attributable to noncontrolling 6 6 2 8 interest

Operating income $3649.9 %$3209.0 %$1,67218.9%$952 8.8 %

Restructuring 18 61 118 118

Other acquisition and portfolio project costs3 17 19 45

Asset impairments - 1 4 11

Deferred compensation related to 4 11 12 34 nuTonomy acquisition

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

Adjusted operating income $38910.6%$41011.5%$391 4.4 %$1,16010.8%

Segment Adjusted Operating Income (Loss)

(in millions)

Signal and Advanced SafetyEliminations Three Months Ended September 30, 2020 Power Solutionsand User and Other Total Experience

Operating income $311 $53 $ - $364

Restructuring 9 9 - 18

Other acquisition and portfolio project costs 2 1 - 3

Deferred compensation related to nuTonomy acquisition- 4 - 4

Adjusted operating income $322 $67 $ - $389



Depreciation and amortization (a) $149 $43 $ - $192



Signal and Advanced SafetyEliminations Three Months Ended September 30, 2019 Power Solutionsand User and Other Total Experience

Operating income $292 $28 $ - $320

Restructuring 46 15 - 61

Other acquisition and portfolio project costs 11 6 - 17

Asset impairments 1 - - 1

Deferred compensation related to nuTonomy acquisition- 11 - 11

Adjusted operating income $350 $60 $ - $410



Depreciation and amortization (a) $134 $44 $ - $178



Signal and Advanced SafetyEliminations Nine Months Ended September 30, 2020 Power Solutionsand User and Other Total Experience

Operating income $302 $1,370 $ - $1,672

Restructuring 88 30 - 118

Other acquisition and portfolio project costs 10 9 - 19

Asset impairments 4 - - 4

Deferred compensation related to nuTonomy acquisition- 12 - 12

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

Adjusted operating income (loss) $404 $(13) $ - $391



Depreciation and amortization (a) $431 $125 $ - $556



Signal and Advanced SafetyEliminations Nine Months Ended September 30, 2019 Power Solutionsand User and Other Total Experience

Operating income $851 $101 $ - $952

Restructuring 88 30 - 118

Other acquisition and portfolio project costs 29 16 - 45

Asset impairments 2 9 - 11

Deferred compensation related to nuTonomy acquisition- 34 - 34

Adjusted operating income $970 $190 $ - $1,160



Depreciation and amortization (a) $401 $138 $ - $539



(a) Includes asset impairments.

Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of theCompany's financial performance which management believes is useful toinvestors in assessing the Company's ongoing financial performance that, whenreconciled to the corresponding U.S. GAAP measure, provides improvedcomparability between periods through the exclusion of certain items thatmanagement believes are not indicative of the Company's core operatingperformance and which may obscure underlying business results and trends. Ourmanagement utilizes Adjusted EBITDA in its financial decision making process,to evaluate performance of the Company and for internal reporting, planning andforecasting purposes. Adjusted EBITDA is defined as net income beforedepreciation 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 companiesuse identical calculations of Adjusted EBITDA, therefore this presentation maynot be comparable to other similarly titled measures of other companies.

Consolidated Adjusted EBITDA

Three Months EndedNine Months Ended September 30, September 30,

2020 2019 2020 2019

(in millions)

Net income attributable to Aptiv $299 $246 $1,505$760

Interest expense 38 42 125 123

Other (income) expense, net (1) (7) 6 (29)

Income tax (benefit) expense (2) 38 (6) 102

Equity loss (income), net of tax 24 (5) 40 (12)

Net income attributable to noncontrolling interest 6 6 2 8

Operating income 364 320 1,672 952

Depreciation and amortization 192 178 556 539

EBITDA $556 $498 $2,228$1,491

Restructuring 18 61 118 118

Other acquisition and portfolio project costs 3 17 19 45

Deferred compensation related to nuTonomy acquisition4 11 12 34

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

Adjusted EBITDA $581 $587 $943 $1,688

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income andAdjusted Net Income Per Share, which are non-GAAP measures, are presented assupplemental measures of the Company's financial performance which managementbelieves are useful to investors in assessing the Company's ongoing financialperformance that, when reconciled to the corresponding U.S. GAAP measure,provide improved comparability between periods through the exclusion of certainitems that management believes are not indicative of the Company's coreoperating performance and which may obscure underlying business results andtrends. Management utilizes Adjusted Net Income and Adjusted Net Income PerShare in its financial decision making process, to evaluate performance of theCompany and for internal reporting, planning and forecasting purposes. AdjustedNet Income is defined as net income attributable to Aptiv before restructuringand other special items, including the tax impact thereon. Adjusted Net IncomePer Share is defined as Adjusted Net Income divided by the Adjusted WeightedAverage Number of Diluted Shares Outstanding, as reconciled below, for theperiod. Not all companies use identical calculations of Adjusted Net Income andAdjusted Net Income Per Share, therefore this presentation may not becomparable to other similarly titled measures of other companies.

Three Months EndedNine Months Ended September 30, September 30,

2020 2019 2020 2019

(in millions, except per share amounts)

Net income attributable to ordinary shareholders $ 283 $246 $1,486$760

Mandatory Convertible Preferred Share dividends 16 - 19 -

Net income attributable to Aptiv 299 246 1,505 760

Adjusting items:

Restructuring 18 61 118 118

Other acquisition and portfolio project costs 3 17 19 45

Asset impairments - 1 4 11

Deferred compensation related to nuTonomy acquisition 4 11 12 34

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

Debt modification costs - - 4 -

Debt extinguishment costs - - - 6

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

Tax impact of adjusting items (a) (4) (11) (22) (15)

Adjusted net income attributable to Aptiv $ 320 $325 $206 $940



Adjusted weighted average number of diluted shares outstanding (b)284.09 256.44 267.14 257.74

Diluted net income per share attributable to Aptiv $ 1.05$0.96 $5.63 $2.95

Adjusted net income per share $ 1.13$1.27 $0.77 $3.65

Represents the income tax impacts of the adjustments made for restructuring(a) 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.

In June 2020, the Company issued $1,150 million in aggregate liquidation preference of 5.50% 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(b) 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 nine months ended September 30, 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 EndedNine Months Ended September 30, September 30,

2020 2019 2020 2019

(in millions)

Weighted average number of diluted shares 270.38 256.44 267.14 257.74 outstanding

Weighted average MCPS Converted Shares 13.71 - - -

Adjusted weighted average number of diluted shares284.09 256.44 267.14 257.74 outstanding

Cash Flow Before Financing: Cash Flow Before Financing is presented as asupplemental measure of the Company's liquidity which is consistent with thebasis and manner in which management presents financial information for thepurpose of making internal operating decisions, evaluating its liquidity anddetermining appropriate capital allocation strategies. Management believes thismeasure is useful to investors to understand how the Company's core operatingactivities generate and use cash. Cash Flow Before Financing is defined as cashprovided by operating activities plus cash provided by (used in) investingactivities, adjusted for the purchase price of business acquisitions and netproceeds from the divestiture of discontinued operations and other significantbusinesses. Not all companies use identical calculations of Cash Flow BeforeFinancing, therefore this presentation may not be comparable to other similarlytitled measures of other companies. The calculation of Cash Flow BeforeFinancing does not reflect cash used to service debt, pay dividends orrepurchase shares and, therefore, does not necessarily reflect funds availablefor investment or other discretionary uses.

Three Months EndedNine Months Ended September 30, September 30,

2020 2019 2020 2019

(in millions)

Cash flows from operating activities:

Net income $305 $252 $1,507$768

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

Depreciation and amortization 192 178 556 539

Restructuring expense, net of cash paid (13) 33 - 31

Working capital (41) (69) (135) (255)

Pension contributions (7) (9) (23) (30)

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

Other, net 123 (60) 143 (132)

Net cash provided by operating activities 559 325 614 921



Cash flows from investing activities:

Capital expenditures (117) (168) (489) (619)

Cost of business acquisitions and other transactions, net (22) - (49) (23)

Cost of technology investments (1) (1) (1) (4)

Settlement of derivatives - 2 1 1

Other, net 2 4 6 13

Net cash used in investing activities (138) (163) (532) (632)



Adjusting items:

Adjustment for cost of business acquisitions and other 22 - 49 23 transactions, net

Cash flow before financing $443 $162 $131 $312

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

Estimated Full Year

2020 (1)

( $ in millions)

Adjusted Operating Income $ Margin (2)

Net income attributable to Aptiv $1,687

Interest expense 166

Other expense, net 11

Income tax expense 31

Equity loss, net of tax 80

Net income attributable to noncontrolling interest 10

Operating income 1,985 15.7 %

Restructuring 209

Other acquisition and portfolio project costs 22

Asset impairments 4

Deferred compensation related to nuTonomy acquisition14

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

Adjusted operating income $800 6.3 %



Adjusted EBITDA

Net income attributable to Aptiv $1,687

Interest expense 166

Other expense, net 11

Income tax expense 31

Equity loss, net of tax 80

Net income attributable to noncontrolling interest 10

Operating income 1,985

Depreciation and amortization 744

EBITDA $2,72921.6 %

Restructuring 209

Other acquisition and portfolio project costs 22

Deferred compensation related to nuTonomy acquisition14

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

Adjusted EBITDA $1,54012.2 %



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



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

Estimated Full Year

2020 (1)

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

Adjusted Net Income Per Share $

Net income attributable to ordinary shareholders $ 1,652

Mandatory Convertible Preferred Share dividends 35

Net income attributable to Aptiv 1,687

Adjusting items:

Restructuring 209

Other acquisition and portfolio project costs 22

Asset impairments 4

Deferred compensation related to nuTonomy acquisition 14

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

Debt modification costs 4

Tax impact of adjusting items (36)

Adjusted net income attributable to Aptiv $ 470



Adjusted weighted average number of diluted shares outstanding271.51

Diluted net income per share attributable to Aptiv $ 6.21

Adjusted net income per share $ 1.73



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

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SOURCE Aptiv PLC