PR Newswire | Feb 3, 2021 06:45AM EST

02/03 05:45 CST

Aptiv Reports Record Fourth Quarter Financial Results DUBLIN, Feb. 3, 2021

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 OutlookThe 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 PLCCONSOLIDATED 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 $ 1.04 $ 0.90 $ 6.66 $ 3.85shareholders

Weighted average number of diluted shares outstanding 270.91 256.36 270.70 257.39

APTIV PLCCONSOLIDATED 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 PLCCONDENSED 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 operatingactivities:

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 24 (3)cash

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 PLCFOOTNOTES(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-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 per share attributable to ordinaryshareholders 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 270.91 256.36 270.70 257.39dilutive shares

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 PLCRECONCILIATION 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 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 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, 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. Operatingincome margin represents Operating income as a percentage of net sales, andAdjusted Operating Income margin represents Adjusted Operating Income as apercentage 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 16 11 18 19interest

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 - - (1,434) -transactions

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

Segment Adjusted Operating Income

(in millions)

Signal and Advanced SafetyEliminations Three Months Ended December 31, 2020 Power Solutionsand User and Other Total 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



Signal and Advanced SafetyEliminations Three Months Ended December 31, 2019 Power Solutionsand User Total 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



Signal and Advanced SafetyEliminations Year Ended December 31, 2020 Power Solutionsand User and Other Total 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



Signal and Advanced SafetyEliminations Year Ended December 31, 2019 Power Solutionsand User and Other Total 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 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.

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 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 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

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% 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(b) 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 EndedYear Ended

December 31, December 31,

2020 2019 2020 2019

(in millions)

Weighted average number of diluted shares outstanding 270.91 256.36270.70257.39

Weighted average MCPS Converted Shares 12.37 - - -

Adjusted weighted average number of diluted shares outstanding 283.28 256.36270.70257.39

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 other significant businesses. Not allcompanies use identical calculations of Cash Flow Before Financing, thereforethis presentation may not be comparable to other similarly titled measures ofother companies. The calculation of Cash Flow Before Financing does not reflectcash used to service debt, pay dividends or repurchase shares and, therefore,does not necessarily reflect funds available for investment or otherdiscretionary 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 operatingactivities:

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, - 311 49 334net of cash acquired

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

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

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 outstanding283.59

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