PR Newswire | Jul 30, 2020 06:45AM EDT

07/30 05:45 CDT

Aptiv Reports Second Quarter 2020 Financial Results DUBLIN, July 30, 2020

DUBLIN, July 30, 2020 /PRNewswire/ -- Aptiv PLC (NYSE: APTV), a global technology company focused on making mobility safer, greener and more connected, today reported a second quarter 2020 U.S. GAAP loss of $1.43 per diluted share. Excluding special items, the second quarter loss totaled $1.10 per diluted share. These results include the adverse impacts of global vehicle production declines of 45% (54% on an Aptiv weighted market basis1) in the second quarter, largely resulting from the ongoing impacts of the novel coronavirus ("COVID-19") pandemic.

Second Quarter Highlights Include

* U.S. GAAP revenue of $2.0 billion, a decrease of 46% * Revenue decreased 43% 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 loss of $369 million, diluted loss per share of $1.43 * Excluding special items, diluted loss per share of $1.10

* U.S. GAAP operating loss of $311 million * Adjusted Operating Loss of $229 million; Adjusted EBITDA loss of $49 million

* Cash used in operations of $106 million * Executed ordinary and preferred equity offerings which generated net proceeds of $2.23 billion; enhancing financial flexibility and strengthening long-term position

Year-to-Date Highlights Include

* U.S. GAAP revenue of $5.2 billion, a decrease of 28% * Revenue decreased 26% 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 $1,203 million, diluted earnings per share of $4.66; which includes a gain of $5.57 per diluted share resulting from the completion of the autonomous driving joint venture in the first quarter * Excluding special items, diluted loss per share of $0.44

* U.S. GAAP operating income of $1,308 million; which includes a gain of $1,434 million resulting from the completion of the autonomous driving joint venture in the first quarter * Adjusted Operating Income of $2 million; Adjusted EBITDA of $362 million

* Generated $55 million of cash from operations

"I am extremely proud of how our organization came together and operated as One Aptiv during the second quarter, keeping our employees safe while delivering for our customers in the wake of the pandemic," said Kevin Clark, president and chief executive officer. "Our teams worked tirelessly to ensure Aptiv's facilities were ready to safely resume operations while also executing launches flawlessly with our customers. As a result, our second-quarter performance reflects the benefits of our strategically positioned product portfolio and our more sustainable business model. As we move forward, we are prepared for the possibility of continued variability in customer and market demand, leveraging our flexible cost structure, strong balance sheet and key growth initiatives to remain resilient in the face of these challenges while continuing to create long-term value for all of our stakeholders."

Second Quarter 2020 ResultsFor the three months ended June 30, 2020, the Company reported U.S. GAAP revenue of $2.0 billion, a decrease of 46% from the prior year period, which includes volume declines of 42% primarily resulting from the impacts of the COVID-19 pandemic, which also resulted in global vehicle production declines of 45% (54% on an AWM basis) over the same period. Adjusted for currency exchange, commodity movements and divestitures, revenue decreased by 43% in the second quarter. This reflects declines of 64% in North America, 51% in Europe, 1% in Asia, which includes growth of 14% in China, and 54% in South America, our smallest region.

The Company reported a second quarter 2020 U.S. GAAP net loss of $369 million and a loss of $1.43 per diluted share, compared to net income of $274 million and earnings of $1.07 per diluted share in the prior year period. Second quarter Adjusted Net Loss, a non-GAAP financial measure defined below, totaled $287 million, or a loss of $1.10 per diluted share, including the adverse impacts of the COVID-19 pandemic on global vehicle production, compared to Adjusted Net Income of $342 million, or earnings of $1.33 per diluted share, in the prior year period.

Second quarter Adjusted Operating Loss, a non-GAAP financial measure defined below, was $229 million, compared to Adjusted Operating Income of $405 million in the prior year period. Adjusted Operating margin was (11.7)%, compared to 11.2% in the prior year period, primarily as a result of 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 governmental "lock-down" orders for all non-essential activities, due to the COVID-19 pandemic. Depreciation and amortization expense totaled $184 million, a decrease from $188 million in the prior year period.

Interest expense for the second quarter totaled $44 million, as compared to $43 million in the prior year period.

Tax benefit in the second quarter of 2020 was $14 million, resulting in an effective tax rate of approximately 4%. Tax expense in the second quarter of 2019 was $31 million, resulting in an effective tax rate of approximately 10%.

Net cash flow used by operating activities totaled $106 million in the second quarter, compared to net cash flow generated by operating activities of $512 million in the prior year period.

Year-to-Date 2020 ResultsFor the six months ended June 30, 2020, the Company reported U.S. GAAP revenue of $5.2 billion, a decrease of 28% from the prior year period, which includes volume declines of 25% primarily resulting from the impacts of the COVID-19 pandemic, which also resulted in global vehicle production declines of 33% (37% on an AWM basis) over the same period. Adjusted for currency exchange, commodity movements and divestitures, revenue decreased by 26% during the period. This reflects declines of 36% in North America, 24% in Europe, 11% in Asia which includes a decline of 8% in China and 24% in South America, our smallest region.

For the 2020 year-to-date period, the Company reported U.S. GAAP net income of $1,203 million and earnings of $4.66 per diluted share, compared to $514 million and $1.99 per diluted share in the prior year period. Year-to-date Adjusted Net Loss totaled $114 million, or losses of $0.44 per diluted share, compared to Adjusted Net Income of $615 million, or earnings of $2.38 per diluted share, in the prior year period.

The Company reported Adjusted Operating Income of $2 million for the six months ended June 30, 2020, compared to $750 million in the prior year period. Adjusted Operating margin was nil for the six months ended June 30, 2020, compared to 10.4% in the prior year period, primarily as a result of 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 governmental "lock-down" orders for all non-essential activities, due to the COVID-19 pandemic. Depreciation and amortization expense totaled $364 million, an increase from $361 million in the prior year period.

Interest expense for the six months ended June 30, 2020 totaled $87 million, as compared to $81 million in the prior year period.

Tax benefit for the six months ended June 30, 2020 was $4 million, resulting in an effective tax rate of nil. Tax expense in the prior year period was $64 million, resulting in an effective tax rate of approximately 11%, which included approximately 4 points for the impact of favorable discrete items recorded during the period.

The Company generated net cash flow from operating activities of $55 million in the six months ended June 30, 2020, compared to $596 million in the prior year period. As of June 30, 2020, the Company had cash and cash equivalents of $1.9 billion and total available liquidity of $4.1 billion.

Reconciliations of Adjusted Revenue Growth, Adjusted Net Income (Loss), Adjusted Net Income (Loss) Per Share, Adjusted Operating Income (Loss), 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.

Public Equity OfferingsIn June 2020, the Company issued approximately 15.1 million ordinary shares resulting in net proceeds of approximately $1,115 million and concurrently issued 11.5 million of 5.50% Mandatory Convertible Preferred Shares (the "MCPS") resulting in additional net proceeds of approximately $1,115 million. Holders of the MCPS will be entitled to receive cumulative dividends quarterly at an annual rate of 5.50% commencing on September 15, 2020. The MCPS will mandatorily convert to ordinary shares on June 15, 2023. This action is in addition to previous decisive actions taken by the Company in response to the COVID-19 pandemic, including extending substantially all of its existing Revolving Credit Facility's maturity to August 2022, announcing the suspension of its annual ordinary share cash dividend payments and ceasing further share repurchases. These actions, together with the equity offerings, significantly enhance the Company's liquidity and financial flexibility, while strengthening the Company's long-term position, which the Company expects to lead to additional value creation opportunities.

Q3 and Full Year 2020 OutlookAs the Company previously communicated, the current economic environment remains highly uncertain and the continued impacts of the COVID-19 pandemic remain uncertain, including the outlook for consumer demand and potential supply chain interruptions adversely impacting vehicle production. As a result, the Company will not be providing third quarter and full year 2020 financial guidance at this time.

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 8883735. 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 (Loss), Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) 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 (Loss) represents net income (loss) attributable to Aptiv 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 margin is defined as Adjusted Operating Income (Loss) as a percentage of net sales. Adjusted EBITDA represents net income (loss) attributable to Aptiv 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 (Loss) represents net income (loss) attributable to Aptiv before restructuring and other special items, including the tax impact thereon. Adjusted Net Income (Loss) Per Share represents Adjusted Net Income (Loss) 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 (used in) 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 (Loss), Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) 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.

^1 Represents global vehicle production weighted to the geographic regions inwhich the Company generates its revenue ("AWM").

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 Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

(in millions, except per share amounts)

Net sales $ 1,960 $ 3,627 $ 5,186 $ 7,202

Operating expenses:

Cost of sales 1,947 2,958 4,672 5,920

Selling, general and 217 260 469 516administrative

Amortization 35 43 71 77

Restructuring 72 31 100 57

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

Total operating expenses 2,271 3,292 3,878 6,570

Operating (loss) income (311) 335 1,308 632

Interest expense (44) (43) (87) (81)

Other (expense) income, (6) 6 (7) 22net

(Loss) income beforeincome taxes and equity (361) 298 1,214 573income

Income tax benefit 14 (31) 4 (64)(expense)

(Loss) income before (347) 267 1,218 509equity income

Equity (loss) income, (18) 4 (16) 7net of tax

Net (loss) income (365) 271 1,202 516

Net income (loss)attributable to 1 (3) (4) 2noncontrolling interest

Net (loss) income (366) 274 1,206 514attributable to Aptiv

Mandatory ConvertiblePreferred Share (3) - (3) -dividends

Net (loss) incomeattributable to ordinary $ (369) $ 274 $ 1,203 $ 514shareholders

Diluted net (loss)income per share:

Diluted net (loss)income per share $ (1.43) $ 1.07 $ 4.66 $ 1.99attributable to ordinaryshareholders

Weighted average numberof diluted shares 258.21 257.26 258.59 258.40outstanding

APTIV PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, December 31, 2020 2019 (Unaudited)

(in millions)

ASSETS

Current assets:

Cash and cash equivalents $ 1,885 $ 412

Restricted cash 32 16

Accounts receivable, net 1,834 2,569

Inventories 1,212 1,286

Other current assets 449 504

Assets held for sale - 532

Total current assets 5,412 5,319

Long-term assets:

Property, net 3,196 3,309

Operating lease right-of-use assets 377 413

Investments in affiliates 2,073 106

Intangible assets, net 1,104 1,186

Goodwill 2,401 2,407

Other long-term assets 717 719

Total long-term assets 9,868 8,140

Total assets $ 15,280 $ 13,459

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Short-term debt $ 200 $ 393

Accounts payable 1,432 2,463

Accrued liabilities 1,227 1,155

Liabilities held for sale - 43

Total current liabilities 2,859 4,054

Long-term liabilities:

Long-term debt 3,946 3,971

Pension benefit obligations 468 483

Long-term operating lease liabilities 293 329

Other long-term liabilities 588 611

Total long-term liabilities 5,295 5,394

Total liabilities 8,154 9,448

Commitments and contingencies

Total Aptiv shareholders' equity 6,942 3,819

Noncontrolling interest 184 192

Total shareholders' equity 7,126 4,011

Total liabilities and shareholders' equity $ 15,280 $ 13,459

APTIV PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

2020 2019

(in millions)

Cash flows from operating activities:

Net income $ 1,202 $ 516

Adjustments to reconcile net income to net cashprovided by operating activities:

Depreciation and amortization 364 361

Restructuring expense, net of cash paid 13 (2)

Deferred income taxes (22) 1

Income from equity method investments, net of 16 (4)dividends received

Loss on modification of debt 4 -

Loss on extinguishment of debt - 6

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

Other, net 39 56

Changes in operating assets and liabilities:

Accounts receivable, net 734 (190)

Inventories 74 (22)

Accounts payable (902) 26

Other, net (17) (131)

Pension contributions (16) (21)

Net cash provided by operating activities 55 596

Cash flows from investing activities:

Capital expenditures (372) (451)

Proceeds from sale of property / investments 4 9

Cost of business acquisitions and other transactions, (27) (23)net

Cost of technology investments - (3)

Settlement of derivatives 1 (1)

Net cash used in investing activities (394) (469)

Cash flows from financing activities:

(Decrease) increase in other short and long-term (220) 192debt, net

Repayment of senior notes - (654)

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

Fees related to modification of debt agreements (18) -

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

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

Dividend payments of consolidated affiliates to (6) -minority shareholders

Repurchase of ordinary shares (57) (346)

Distribution of cash dividends (56) (114)

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

Net cash provided by (used in) financing activities 1,840 (315)

Effect of exchange rate fluctuations on cash, cash (13) 1equivalents and restricted cash

Increase (decrease) in cash, cash equivalents and 1,488 (187)restricted cash

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

Cash, cash equivalents and restricted cash at end of $ 1,917 $ 381the period

APTIV PLC

FOOTNOTES

(Unaudited)

1. Segment Summary

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 % 2020 2019 %

(in millions) (in millions)

Net Sales

Signal and Power $ 1,435 $ 2,585 (44)% $ 3,765 $ 5,147 (27)%Solutions

Advanced Safety and User 530 1,050 (50)% 1,432 2,073 (31)%Experience

Eliminations and Other (5) (8) (11) (18)(a)

Net Sales $ 1,960 $ 3,627 $ 5,186 $ 7,202

Adjusted Operating(Loss) Income

Signal and Power $ (143) $ 337 (142)% $ 82 $ 620 (87)%Solutions

Advanced Safety and User (86) 68 (226)% (80) 130 (162)Experience %

Eliminations and Other - - - -(a)

Adjusted Operating $ (229) $ 405 $ 2 $ 750(Loss) Income

(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 incalculating basic and diluted net income (loss) per share attributable toordinary shareholders for the three and six months ended June 30, 2020 and2019:

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

(in millions, except per share amounts)

Weighted averageordinary shares 258.03 257.02 256.77 258.04outstanding, basic

Dilutive shares related 0.18 0.24 0.25 0.36to RSUs

Weighted average MCPS - - 1.57 -Converted Shares

Weighted averageordinary shares 258.21 257.26 258.59 258.40outstanding, includingdilutive shares

Net (loss) income pershare attributable toordinary shareholders:

Basic $ (1.43) $ 1.07 $ 4.69 $ 1.99

Diluted $ (1.43) $ 1.07 $ 4.66 $ 1.99

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 (Loss)," "Adjusted EBITDA," "Adjusted Net Income (Loss),""Adjusted Net Income (Loss) Per Share" and "Cash Flow Before Financing." Suchnon-GAAP financial measures are reconciled to their closest GAAP financialmeasure in the following 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 June 30, 2020

Reported net sales % change (46) %

Less: foreign currency exchange and commodities (3) %

Less: divestitures and other, net - %

Adjusted revenue growth (43) %

Six Months Ended June 30, 2020

Reported net sales % change (28) %

Less: foreign currency exchange and commodities (2) %

Less: divestitures and other, net - %

Adjusted revenue growth (26) %

Adjusted Operating Income (Loss): Adjusted Operating Income (Loss) is presentedas a supplemental measure of the Company's financial performance whichmanagement believes is useful to investors in assessing the Company's ongoingfinancial performance that, when reconciled to the corresponding U.S. GAAPmeasure, provides improved comparability between periods through the exclusionof certain items that management believes are not indicative of the Company'score operating performance and which may obscure underlying business resultsand trends. Our management utilizes Adjusted Operating Income (Loss) in itsfinancial decision making process, to evaluate performance of the Company andfor internal reporting, planning and forecasting purposes. Management alsoutilizes Adjusted Operating Income (Loss) as the key performance measure ofsegment income or loss and for planning and forecasting purposes to allocateresources to our segments, as management also believes this measure is mostreflective of the operational profitability or loss of our operating segments.Adjusted Operating Income (Loss) is defined as net income (loss) attributableto Aptiv before interest expense, other income (expense), net, income tax(expense) benefit, equity income (loss), net of tax, restructuring and otherspecial items. Not all companies use identical calculations of AdjustedOperating Income (Loss), therefore this presentation may not be comparable toother similarly titled measures of other companies. Operating margin representsOperating income (loss) as a percentage of net sales, and Adjusted Operatingmargin represents Adjusted Operating Income (Loss) as a percentage of netsales.

ConsolidatedAdjustedOperatingIncome (Loss)

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

($ in millions)

$ Margin $ Margin $ Margin $ Margin

Net (loss)income $ (366) $ 274 $ 1,206 $ 514attributable toAptiv

Interest 44 43 87 81expense

Other expense 6 (6) 7 (22)(income), net

Income tax(benefit) (14) 31 (4) 64expense

Equity loss(income), net 18 (4) 16 (7)of tax

Net income(loss)attributable to 1 (3) (4) 2noncontrollinginterest

Operating $ (311) (15.9) % $ 335 9.2 % $ 1,308 25.2 % $ 632 8.8 %(loss) income

Restructuring 72 31 100 57

Otheracquisition and 2 17 16 28portfolioproject costs

Asset 4 10 4 10impairments

Deferredcompensationrelated to 4 12 8 23nuTonomyacquisition

Gain onbusinessdivestitures - - (1,434) -and othertransactions

Adjustedoperating $ (229) (11.7) % $ 405 11.2 % $ 2 - % $ 750 10.4 %(loss) income

Segment Adjusted Operating Income (Loss)

(in millions)



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

Operating loss $ (208) $ (103) $ - $(311)

Restructuring 60 12 - 72

Other acquisition and 1 1 - 2 portfolio project costs

Asset 4 - - 4 impairments

Deferred compensation related to - 4 - 4 nuTonomy acquisition

Adjusted $ (143) $ (86) $ - $(229)operating loss



Depreciation and$ 143 $ 41 $ - $184 amortization (a)



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

Operating income$ 302 $ 33 $ - $335

Restructuring 23 8 - 31

Other acquisition and 11 6 - 17 portfolio project costs

Asset 1 9 - 10 impairments

Deferred compensation related to - 12 - 12 nuTonomy acquisition

Adjusted $ 337 $ 68 $ - $405 operating income



Depreciation and$ 136 $ 52 $ - $188 amortization (a)



Six Months EndedSignal and Advanced SafetyEliminations and June 30, 2020 Power Solutionsand User Other Total Experience

Operating (loss)$ (9) $ 1,317 $ - $1,308income

Restructuring 79 21 - 100

Other acquisition and 8 8 - 16 portfolio project costs

Asset 4 - - 4 impairments

Deferred compensation related to - 8 - 8 nuTonomy acquisition

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

Adjusted operating income$ 82 $ (80) $ - $2 (loss)



Depreciation and$ 282 $ 82 $ - $364 amortization (a)



Six Months EndedSignal and Advanced SafetyEliminations and June 30, 2019 Power Solutionsand User Other Total Experience

Operating income$ 559 $ 73 $ - $632

Restructuring 42 15 - 57

Other acquisition and 18 10 - 28 portfolio project costs

Asset 1 9 - 10 impairments

Deferred compensation related to - 23 - 23 nuTonomy acquisition

Adjusted $ 620 $ 130 $ - $750 operating income



Depreciation and$ 267 $ 94 $ - $361 amortization (a)



(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 (loss)attributable to Aptiv before depreciation and amortization (including assetimpairment), interest expense, other income (expense), net, income tax(expense) benefit, equity income (loss), net of tax, restructuring and otherspecial items. Not all companies use identical calculations of Adjusted EBITDA,therefore this presentation may not be comparable to other similarly titledmeasures of other companies.

Consolidated AdjustedEBITDA

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

(in millions)

Net (loss) income $ (366) $ 274 $ 1,206 $ 514attributable to Aptiv

Interest expense 44 43 87 81

Other expense (income), 6 (6) 7 (22)net

Income tax (benefit) (14) 31 (4) 64expense

Equity loss (income), 18 (4) 16 (7)net of tax

Net income (loss)attributable to 1 (3) (4) 2noncontrolling interest

Operating (loss) income (311) 335 1,308 632

Depreciation and 184 188 364 361amortization

EBITDA $ (127) $ 523 $ 1,672 $ 993

Restructuring 72 31 100 57

Other acquisition and 2 17 16 28portfolio project costs

Deferred compensationrelated to nuTonomy 4 12 8 23acquisition

Gain on businessdivestitures and other - - (1,434) -transactions

Adjusted EBITDA $ (49) $ 583 $ 362 $ 1,101

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share: AdjustedNet Income (Loss) and Adjusted Net Income (Loss) Per Share, which are non-GAAPmeasures, are presented as supplemental measures of the Company's financialperformance which management believes are useful to investors in assessing theCompany's ongoing financial performance that, when reconciled to thecorresponding U.S. GAAP measure, provide improved comparability between periodsthrough the exclusion of certain items that management believes are notindicative of the Company's core operating performance and which may obscureunderlying business results and trends. Management utilizes Adjusted Net Income(Loss) and Adjusted Net Income (Loss) Per Share in its financial decisionmaking process, to evaluate performance of the Company and for internalreporting, planning and forecasting purposes. Adjusted Net Income (Loss) isdefined as net income (loss) attributable to Aptiv before restructuring andother special items, including the tax impact thereon. Adjusted Net Income(Loss) Per Share is defined as Adjusted Net Income (Loss) divided by theAdjusted Weighted Average Number of Diluted Shares Outstanding, as reconciledbelow, for the period. Not all companies use identical calculations of AdjustedNet Income (Loss) and Adjusted Net Income (Loss) Per Share, therefore thispresentation may not be comparable to other similarly titled measures of othercompanies.

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

(in millions, except per share amounts)

Net (loss) incomeattributable to ordinary $ (369) $ 274 $ 1,203 $ 514shareholders

Mandatory ConvertiblePreferred Share 3 - 3 -dividends

Net (loss) income (366) 274 1,206 514attributable to Aptiv

Adjusting items:

Restructuring 72 31 100 57

Other acquisition and 2 17 16 28portfolio project costs

Asset impairments 4 10 4 10

Deferred compensationrelated to nuTonomy 4 12 8 23acquisition

Gain on businessdivestitures and other - - (1,434) -transactions

Debt modification costs 4 - 4 -

Debt extinguishment - - - 6costs

Gain on changes in fairvalue of equity - - - (19)investments

Tax impact of adjusting (7) (2) (18) (4)items (a)

Adjusted net (loss)income attributable to $ (287) $ 342 $ (114) $ 615Aptiv

Adjusted weightedaverage number of 261.35 257.26 258.59 258.40diluted sharesoutstanding (b)

Diluted net (loss)income per share $ (1.43) $ 1.07 $ 4.66 $ 1.99attributable to Aptiv

Adjusted net (loss) $ (1.10) $ 1.33 $ (0.44) $ 2.38income per share



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

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 (Loss) 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 (b)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 six months ended June 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 Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

(in millions)

Weighted average number of diluted 258.21 257.26 258.59 258.40 shares outstanding

Weighted average MCPS 3.14 - - - Converted Shares

Adjusted weighted average number of 261.35 257.26 258.59 258.40 diluted shares 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 (used in) operating activities plus cash provided by (used in)investing activities, adjusted for the purchase price of business acquisitionsand net proceeds from the divestiture of discontinued operations and othersignificant businesses. Not all companies use identical calculations of CashFlow Before Financing, therefore this presentation may not be comparable toother similarly titled measures of other companies. The calculation of CashFlow Before Financing does not reflect cash used to service debt, pay dividendsor repurchase shares and, therefore, does not necessarily reflect fundsavailable for investment or other discretionary uses.

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

(in millions)

Cash flows fromoperating activities:

Net (loss) income $ (365) $ 271 $ 1,202 $ 516

Adjustments to reconcilenet (loss) income to netcash (used in) providedby operating activities:

Depreciation and 184 188 364 361amortization

Restructuring expense, 28 3 13 (2)net of cash paid

Working capital (107) 59 (94) (186)

Pension contributions (7) (13) (16) (21)

Gain on autonomousdriving joint venture, - - (1,434) -net

Other, net 161 4 20 (72)

Net cash (used in)provided by operating (106) 512 55 596activities

Cash flows frominvesting activities:

Capital expenditures (167) (216) (372) (451)

Cost of businessacquisitions and other (22) (25) (27) (23)transactions, net

Cost of technology - - - (3)investments

Settlement of - 1 1 (1)derivatives

Other, net 2 6 4 9

Net cash used in (187) (234) (394) (469)investing activities

Adjusting items:

Adjustment for cost ofbusiness acquisitions 22 25 27 23and other transactions,net

Cash flow before $ (271) $ 303 $ (312) $ 150financing

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SOURCE Aptiv PLC