Aptiv Reports Second Quarter 2023 Financial Results

Record Revenue and Adjusted Operating Earnings

Raising Full Year Outlook

DUBLIN, Aug. 3, 2023 /PRNewswire/ — Aptiv PLC (NYSE: APTV), a global technology company focused on making mobility safer, greener and more connected, today reported second quarter 2023 U.S. GAAP earnings of $0.84 per diluted share. Excluding special items, second quarter earnings totaled $1.25 per diluted share.

(PRNewsfoto/Aptiv PLC)

Second Quarter Financial Highlights Include :

— U.S. GAAP revenue of $5.2 billion, an increase of 28%

Revenue increased 25% adjusted for currency exchange, commodity movements and acquisitions; growth over market of 10% based on AWM1 of 15%

— U.S. GAAP net income of $229 million, diluted earnings per share of $0.84

Excluding special items, diluted earnings per share of $1.25

— U.S. GAAP operating income margin of 7.9%

Adjusted Operating Income margin of 10.2%, Adjusted Operating Income of $530 million; Adjusted EBITDA margin of 13.4%; Adjusted EBITDA of $695 million

— Generated $535 million of cash from operations

— Returned $28 million to shareholders through share repurchases

Year-to-Date Financial Highlights Include :

— U.S. GAAP revenue of $10.0 billion, an increase of 22%

Revenue increased 20% adjusted for currency exchange, commodity movements and acquisitions; growth over market of 8% based on AWM1 of 12%

— U.S. GAAP net income of $375 million, diluted earnings per share of $1.38

Excluding special items, diluted earnings per share of $2.16

— U.S. GAAP operating income margin of 7.6%

Adjusted Operating Income margin of 9.7%, Adjusted Operating Income of $967 million; Adjusted EBITDA margin of 12.9%; Adjusted EBITDA of $1,289 million

— Generated $526 million of cash from operations

— Returned $98 million to shareholders through share repurchases

“Aptiv delivered record revenue and adjusted operating earnings in the second quarter, reflecting continued gains across our entire portfolio and solid operating execution,” said Kevin Clark, chairman and chief executive officer. “We continued to achieve strong new business awards, totaling over $20 billion year-to-date, driven by our smart vehicle architecture solutions, software capabilities and advanced computing platforms for the next generation of electrified, software-defined vehicles. Our strong first half performance demonstrates Aptiv’s ability to capitalize on key megatrends as a global technology leader and affirms our confidence in our updated outlook for the full year.”

1

Represents global vehicle production weighted to the geographic regions in which the Company generates its revenue (“AWM”).

Second  Quarter 2023 ResultsFor the three months ended June 30, 2023, the Company reported U.S. GAAP revenue of $5.2 billion, an increase of 28% from the prior year period. Adjusted for currency exchange, commodity movements and acquisitions, revenue increased by 25% in the second quarter. This reflects growth of 33% in Asia, which includes an increase of 41% in China, 28% in Europe, 19% in North America and 20% in South America, our smallest region.

The Company reported second quarter 2023 U.S. GAAP net income of $229 million and earnings of $0.84 per diluted share, compared to a net loss of $61 million and $0.23 per diluted share in the prior year period. Second quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $356 million, or earnings of $1.25 per diluted share, compared to $62 million, or $0.22 per diluted share, in the prior year period.

Second quarter Adjusted Operating Income, a non-GAAP financial measure defined below, was $530 million, compared to $213 million in the prior year period. Adjusted Operating Income margin was 10.2%, compared to 5.3% in the prior year period, reflecting our revenue growth over market of 10%, increased global vehicle production, pricing and the results from our recent acquisitions. Depreciation and amortization expense totaled $224 million, an increase from $193 million in the prior year period.

Interest expense for the second quarter totaled $72 million, an increase from $56 million in the prior year period, which primarily reflects increased interest rates on our variable rate debt.

Tax expense in the second quarter of 2023 was $30 million, resulting in an effective tax rate of approximately 9%, which reflects favorable changes in geographic mix and discrete impacts resulting from favorable changes in tax law. Tax expense in the second quarter of 2022 was $16 million, resulting in an effective tax rate of 100%, which was impacted by the geographic mix of earnings and increased losses in certain jurisdictions where no tax benefit was recognized, including the impact of charges resulting from the conflict between Ukraine and Russia.

The Company generated net cash flow from operating activities of $535 million in the second quarter, compared to $95 million in the prior year period.

Year-to-Date 2023 ResultsFor the six months ended June 30, 2023, the Company reported U.S. GAAP revenue of $10.0 billion, an increase of 22% from the prior year period. Adjusted for currency exchange, commodity movements and acquisitions, revenue increased by 20% during the period. This reflects growth of 26% in Europe, 19% in Asia, which includes growth of 19% in China, 16% in North America and 16% in South America, our smallest region.

For the 2023 year-to-date period, the Company reported U.S. GAAP net income of $375 million and earnings of $1.38 per diluted share, compared to $12 million and $0.04 per diluted share in the prior year period. Year-to-date Adjusted Net Income totaled $614 million, or $2.16 per diluted share, compared to $242 million, or $0.85 per diluted share, in the prior year period.

The Company reported Adjusted Operating Income of $967 million for the six months ended June 30, 2023, compared to $537 million in the prior year period. Adjusted Operating Income margin was 9.7% for the six months ended June 30, 2023, compared to 6.5% in the prior year period, reflecting our revenue growth over market of 8%, increased global vehicle production, pricing and the results from our recent acquisitions. Depreciation and amortization expense totaled $440 million, as compared to $384 million in the prior year period.

Interest expense for the six months ended June 30, 2023 totaled $139 million, as compared to $99 million in the prior year period, which reflects impacts from our $2.5 billion debt issuance in the first quarter of 2022 in anticipation of the Wind River Systems, Inc. acquisition and increased interest rates on our variable rate debt.

Tax expense for the six months ended June 30, 2023 was $64 million, resulting in an effective tax rate of approximately 10% which primarily reflects favorable changes in geographic mix and discrete impacts resulting from favorable changes in tax law. Tax expense in the prior year period was $37 million, resulting in an effective tax rate of approximately 19%, which was impacted by the geographic mix of earnings and increased losses in certain jurisdictions where no tax benefit was recognized, including the impact of charges resulting from the conflict between Ukraine and Russia.

The Company generated net cash flow from operating activities of $526 million in the six months ended June 30, 2023, compared to net cash flow used in operating activities of $107 million in the prior year period. As of June 30, 2023, the Company had cash and cash equivalents of $1.3 billion and total available liquidity of $3.8 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.

Share Repurchase ProgramDuring the second quarter of 2023, the Company repurchased 0.3 million shares for approximately $28 million, leaving approximately $1.9 billion available for future share repurchases. Year-to-date, the Company repurchased 0.9 million shares for approximately $98 million. All repurchased shares were retired.

Conversion of MCPS into Ordinary SharesOn June 15, 2023, each outstanding share of the Company’s 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) converted into 1.0754 Aptiv ordinary shares. In aggregate, the MCPS converted into approximately 12.37 million ordinary shares.

Full Year 2023  OutlookThe Company’s full year 2023 financial guidance is as follows:

(in millions, except per share amounts)

Full Year 2023

Net sales

$19,950 – $20,250

Adjusted EBITDA

$2,755 – $2,855

Adjusted EBITDA margin

13.8% – 14.1%

Adjusted operating income

$2,075 – $2,175

Adjusted operating income margin

10.4% – 10.7%

Adjusted net income per share (1)

$4.60 – $4.90

Cash flow from operations

$2,000

Capital expenditures

$950

Adjusted effective tax rate

~12.5%

(1) The Company’s full year 2023 financial guidance includes approximately $1.10 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 WebcastThe Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.239.9838 (U.S.) or +1.323.794.2551 (international) or through a webcast at ir.aptiv.com. The conference ID number is 7519096. 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, acquisitions, divestitures and other transactions. Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and other related charges, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. 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, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items.

Adjusted Net Income represents net income attributable to Aptiv before amortization, 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 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 other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses.

Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted Operating Income, Adjusted 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 a more sustainable 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; global inflationary pressures; 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; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; 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 and other components integral to the Company’s products, including the ongoing semiconductor supply shortage; 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; changes to tax laws; 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,

2023

2022

2023

2022

(in millions, except per share amounts)

Net sales

$                5,200

$                4,057

$         10,018

$           8,235

Operating expenses:

Cost of sales

4,336

3,617

8,394

7,206

Selling, general and administrative

353

286

695

560

Amortization

59

38

118

75

Restructuring

42

19

53

41

Total operating expenses

4,790

3,960

9,260

7,882

Operating income

410

97

758

353

Interest expense

(72)

(56)

(139)

(99)

Other income (expense), net

11

(25)

10

(64)

Income before income taxes and equity loss

349

16

629

190

Income tax expense

(30)

(16)

(64)

(37)

Income before equity loss

319

565

153

Equity loss, net of tax

(73)

(72)

(155)

(135)

Net income (loss)

246

(72)

410

18

Net income (loss) attributable to noncontrolling interest

4

(27)

7

(26)

Net loss attributable to redeemable noncontrolling interest

(1)

Net income (loss) attributable to Aptiv

242

(45)

404

44

Mandatory convertible preferred share dividends

(13)

(16)

(29)

(32)

Net income (loss) attributable to ordinary shareholders

$                   229

$                   (61)

$               375

$                 12

Diluted net income (loss) per share:

Diluted net income (loss) per share attributable to ordinary shareholders

$                  0.84

$                (0.23)

$              1.38

$              0.04

Weighted average number of diluted shares outstanding

272.77

270.93

271.97

271.11

APTIV PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,2023

December 31,2022

(Unaudited)

(in millions)

ASSETS

Current assets:

Cash and cash equivalents

$                1,302

$                1,531

Accounts receivable, net

3,729

3,433

Inventories

2,380

2,340

Other current assets

661

480

Total current assets

8,072

7,784

Long-term assets:

Property, net

3,592

3,495

Operating lease right-of-use assets

470

451

Investments in affiliates

1,581

1,723

Intangible assets, net

2,487

2,585

Goodwill

5,140

5,106

Other long-term assets

756

740

Total long-term assets

14,026

14,100

Total assets

$             22,098

$             21,884

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY

Current liabilities:

Short-term debt

$                     37

$                     31

Accounts payable

3,028

3,150

Accrued liabilities

1,524

1,684

Total current liabilities

4,589

4,865

Long-term liabilities:

Long-term debt

6,476

6,460

Pension benefit obligations

380

354

Long-term operating lease liabilities

379

361

Other long-term liabilities

752

750

Total long-term liabilities

7,987

7,925

Total liabilities

12,576

12,790

Commitments and contingencies

Redeemable noncontrolling interest

97

96

Total Aptiv shareholders’ equity

9,232

8,809

Noncontrolling interest

193

189

Total shareholders’ equity

9,425

8,998

Total liabilities, redeemable noncontrolling interest and shareholders’ equity

$             22,098

$             21,884

APTIV PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

2023

2022

(in millions)

Cash flows from operating activities:

Net income

$                    410

$                      18

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

440

384

Restructuring expense, net of cash paid

10

Deferred income taxes

(17)

(5)

Loss from equity method investments, net of dividends received

160

135

Other charges related to Ukraine/Russia conflict

54

Other, net

79

66

Changes in operating assets and liabilities:

Accounts receivable, net

(295)

(244)

Inventories

(35)

(358)

Accounts payable

(43)

(150)

Other, net

(159)

(8)

Pension contributions

(14)

(9)

Net cash provided by (used in) operating activities

526

(107)

Cash flows from investing activities:

Capital expenditures

(491)

(454)

Proceeds from sale of property

3

3

Proceeds from business divestitures, net of cash sold

(17)

Cost of business acquisitions and other transactions, net of cash acquired

(83)

(220)

Proceeds from sale of technology investments

3

Cost of technology investments

(1)

(41)

Settlement of derivatives

(1)

4

Net cash used in investing activities

(590)

(705)

Cash flows from financing activities:

Decrease in other short and long-term debt, net

(10)

(2)

Proceeds from issuance of senior notes, net of issuance costs

2,472

Contingent consideration payments

(10)

Dividend payments of consolidated affiliates to minority shareholders

(8)

Repurchase of ordinary shares

(98)

Distribution of mandatory convertible preferred share cash dividends

(32)

(32)

Taxes withheld and paid on employees’ restricted share awards

(31)

(36)

Net cash (used in) provided by financing activities

(181)

2,394

Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash

(8)

(25)

(Decrease) increase in cash, cash equivalents and restricted cash

(253)

1,557

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

1,555

3,139

Cash, cash equivalents and restricted cash at end of the period

$                 1,302

$                 4,696

Reconciliation of cash, cash equivalents and restricted cash and cash classified as assets held for sale

June 30,

2023

2022

(in millions)

Cash, cash equivalents and restricted cash

$                 1,302

$                 4,670

Cash classified as assets held for sale

26

Total cash, cash equivalents and restricted cash

$                 1,302

$                 4,696

APTIV PLC

FOOTNOTES

(Unaudited)

1. Segment Summary

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

%

2023

2022

%

(in millions)

(in millions)

Net Sales

Signal and Power Solutions

$         3,679

$         3,039

21 %

$         7,143

$         6,145

16 %

Advanced Safety and User Experience

1,532

1,026

49 %

2,898

2,108

37 %

Eliminations and Other (a)

(11)

(8)

(23)

(18)

Net Sales

$         5,200

$         4,057

$       10,018

$         8,235

Adjusted Operating Income (Loss)

Signal and Power Solutions

$            392

$            243

61 %

$            766

$            551

39 %

Advanced Safety and User Experience

138

(30)

560 %

201

(14)

1,536 %

Adjusted Operating Income

$            530

$            213

$            967

$            537

(a)

Eliminations and Other includes the elimination of inter-segment transactions.

2. Weighted Average Number of Diluted Shares Outstanding

The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income (loss) per share attributable to ordinary shareholders for the three and six months ended June 30, 2023 and 2022:

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in millions, except per share amounts)

Weighted average ordinary shares outstanding, basic

272.69

270.93

271.86

270.86

Dilutive shares related to RSUs

0.08

0.11

0.25

Weighted average ordinary shares outstanding, including dilutive shares

272.77

270.93

271.97

271.11

Net income (loss) per share attributable to ordinary shareholders:

Basic

$                  0.84

$                (0.23)

$                  1.38

$                  0.04

Diluted

$                  0.84

$                (0.23)

$                  1.38

$                  0.04

APTIV PLC

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Cash Flow Before Financing.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Revenue Growth : Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Three Months Ended June 30, 2023

Reported net sales % change

28 %

Less: foreign currency exchange and commodities

(1) %

Less: acquisitions

4 %

Adjusted revenue growth

25 %

Six Months Ended June 30, 2023

Reported net sales % change

22 %

Less: foreign currency exchange and commodities

(2) %

Less: acquisitions

4 %

Adjusted revenue growth

20 %

Adjusted Operating Income : Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales.

Consolidated Adjusted Operating Income

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

($ in millions)

$

Margin

$

Margin

$

Margin

$

Margin

Net income (loss) attributable to Aptiv

$    242

$    (45)

$    404

$      44

Interest expense

72

56

139

99

Other (income) expense, net

(11)

25

(10)

64

Income tax expense

30

16

64

37

Equity loss, net of tax

73

72

155

135

Net income (loss) attributable to  noncontrolling interest

4

(27)

7

(26)

Net loss attributable to redeemable  noncontrolling interest

(1)

Operating income

$    410

7.9 %

$      97

2.4 %

$    758

7.6 %

$    353

4.3 %

Amortization

59

38

118

75

Restructuring

42

19

53

41

Other acquisition and portfolio project costs

11

2

25

11

Asset impairments

3

3

Other charges related to Ukraine/Russia conflict

54

54

Compensation expense related to acquisitions

8

13

Adjusted operating income

$    530

10.2 %

$    213

5.3 %

$    967

9.7 %

$    537

6.5 %

Segment Adjusted Operating Income

(in millions)

Three Months Ended June 30, 2023

Signal and Power Solutions

Advanced Safety and User Experience

Total

Operating income

$                   340

$                     70

$                   410

Amortization

36

23

59

Restructuring

8

34

42

Other acquisition and portfolio project costs

8

3

11

Compensation expense related to acquisitions

8

8

Adjusted operating income

$                   392

$                   138

$                   530

Depreciation and amortization (a)

$                   155

$                     69

$                   224

Three Months Ended June 30, 2022

Signal and Power Solutions

Advanced Safety and User Experience

Total

Operating income (loss)

$                   136

$                   (39)

$                     97

Amortization

37

1

38

Restructuring

13

6

19

Other acquisition and portfolio project costs

2

2

Asset impairments

3

3

Other charges related to Ukraine/Russia conflict

54

54

Adjusted operating income (loss)

$                   243

$                   (30)

$                   213

Depreciation and amortization (a)

$                   148

$                     45

$                   193

Six Months Ended June 30, 2023

Signal and Power Solutions

Advanced Safety and User Experience

Total

Operating income

$                   659

$                     99

$                   758

Amortization

72

46

118

Restructuring

15

38

53

Other acquisition and portfolio project costs

20

5

25

Compensation expense related to acquisitions

13

13

Adjusted operating income

$                   766

$                   201

$                   967

Depreciation and amortization (a)

$                   304

$                   136

$                   440

Six Months Ended June 30, 2022

Signal and Power Solutions

Advanced Safety and User Experience

Total

Operating income (loss)

$                   393

$                   (40)

$                   353

Amortization

72

3

75

Restructuring

22

19

41

Other acquisition and portfolio project costs

7

4

11

Asset impairments

3

3

Other charges related to Ukraine/Russia conflict

54

54

Adjusted operating income (loss)

$                   551

$                   (14)

$                   537

Depreciation and amortization (a)

$                   294

$                     90

$                   384

(a)

Includes asset impairments.

Adjusted EBITDA : Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Consolidated Adjusted EBITDA

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in millions)

Net income (loss) attributable to Aptiv

$              242

$            (45)

$           404

$             44

Interest expense

72

56

139

99

Income tax expense

30

16

64

37

Net income (loss) attributable to noncontrolling interest

4

(27)

7

(26)

Net loss attributable to redeemable noncontrolling interest

(1)

Depreciation and amortization

224

193

440

384

EBITDA

$              572

$              193

$        1,053

$           538

Other (income) expense, net

(11)

25

(10)

64

Equity loss, net of tax

73

72

155

135

Restructuring

42

19

53

41

Other acquisition and portfolio project costs

11

2

25

11

Other charges related to Ukraine/Russia conflict

54

54

Compensation expense related to acquisitions

8

13

Adjusted EBITDA

$              695

$              365

$        1,289

$           843

Adjusted Net Income and Adjusted Net Income Per Share : Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Adjusted Weighted Average Number of Diluted Shares Outstanding, as reconciled below, for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in millions, except per share amounts)

Net income (loss) attributable to ordinary shareholders

$               229

$               (61)

$               375

$                 12

Mandatory convertible preferred share dividends

13

16

29

32

Net income (loss) attributable to Aptiv

242

(45)

404

44

Adjusting items:

Amortization

59

38

118

75

Restructuring

42

19

53

41

Other acquisition and portfolio project costs

11

2

25

11

Asset impairments

3

3

Other charges related to Ukraine/Russia conflict (a)

29

29

Compensation expense related to acquisitions

8

13

Costs associated with acquisitions and other transactions

4

2

4

2

Impairment of equity investments without readily  determinable fair value

18

Loss on change in fair value of publicly traded equity  securities

3

17

6

49

Tax impact of adjusting items (b)

(13)

(3)

(27)

(12)

Adjusted net income attributable to Aptiv

$               356

$                 62

$               614

$               242

Adjusted weighted average number of diluted shares outstanding (c)

283.78

283.30

283.65

283.48

Diluted net income (loss) per share attributable to ordinary  shareholders

$              0.84

$            (0.23)

$              1.38

$              0.04

Adjusted net income per share

$              1.25

$              0.22

$              2.16

$              0.85

(a)

Adjustment is reduced by the portion of charges attributable to noncontrolling interest for our former majority owned Russian subsidiary. Our interest in this subsidiary was sold during the second quarter of 2023 and the subsidiary was deconsolidated.

(b)

Represents the income tax impacts of the adjustments made for amortization, 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.

(c)

In June 2020, the Company issued $1,150 million in aggregate liquidation preference of 5.50% Mandatory Convertible Preferred Shares (the “MCPS”) and received proceeds of $1,115 million, after deducting expenses and the underwriters’ discount of $35 million. Each share of MCPS automatically converted on June 15, 2023 into 1.0754 Aptiv ordinary shares. Dividends on the MCPS were payable on a cumulative basis at an annual rate of 5.50% on the liquidation preference of $100 per share. For purposes of calculating Adjusted Net Income Per Share, the Company has excluded the MCPS cash dividends and assumed the “if-converted” method of share dilution (the incremental ordinary shares deemed outstanding applying the “if-converted” method of calculating share dilution are referred to as the “Weighted average MCPS Converted Shares” in the following table). The Adjusted Weighted Average Number of Diluted Shares Outstanding calculated below, assumes the conversion of all 11.5 million MCPS at the later of the beginning of the period or the time of issuance, and resulting issuance of the underlying ordinary shares applying the “if-converted” method 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 impact of the MCPS upon their conversion.

Adjusted Weighted Average Number of Diluted Shares Outstanding:

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in millions)

Weighted average number of diluted shares outstanding

272.77

270.93

271.97

271.11

Weighted average MCPS Converted Shares

11.01

12.37

11.68

12.37

Adjusted weighted average number of diluted shares  outstanding

283.78

283.30

283.65

283.48

Cash Flow Before Financing : Cash Flow Before Financing is presented as a supplemental measure of the Company’s liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Cash Flow Before Financing is defined as cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses. Not all companies use identical calculations of Cash Flow Before Financing, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Cash Flow Before Financing does not reflect cash used to service debt, pay dividends or repurchase shares and, therefore, does not necessarily reflect funds available for investment or other discretionary uses.

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in millions)

Cash flows from operating activities:

Net income

$               246

$               (72)

$               410

$                 18

Adjustments to reconcile net income to net cash provided by  (used in) operating activities:

Depreciation and amortization

224

193

440

384

Restructuring expense, net of cash paid

24

3

10

Working capital

(25)

(185)

(373)

(752)

Pension contributions

(6)

(5)

(14)

(9)

Other, net

72

161

63

242

Net cash provided by (used in) operating activities

535

95

526

(107)

Cash flows from investing activities:

Capital expenditures

(222)

(207)

(491)

(454)

Proceeds from business divestitures, net of cash sold

(17)

(17)

Cost of business acquisitions and other transactions, net of  cash acquired

(45)

(83)

(220)

Proceeds from sale of technology investments

1

3

Cost of technology investments

(40)

(1)

(41)

Settlement of derivatives

5

(1)

4

Other, net

3

1

3

3

Net cash used in investing activities

(281)

(240)

(590)

(705)

Adjusting items:

Adjustment for cost of business acquisitions and other  transactions, net of cash acquired

45

83

220

Adjustment for cost of significant technology investments

40

40

Cash flow before financing

$               299

$             (105)

$                 19

$             (552)

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

Estimated Full Year

2023 (a)

($ in millions)

Adjusted Operating Income

$

Margin (b)

Net income attributable to Aptiv

$                            935

Interest expense

285

Other income, net

(40)

Income tax expense

180

Equity loss, net of tax

300

Net income attributable to noncontrolling interest (c)

20

Operating income

$                         1,680

8.4 %

Amortization

240

Restructuring

130

Other acquisition and portfolio project costs

45

Compensation expense related to acquisitions

30

Adjusted operating income

$                         2,125

10.6 %

Adjusted EBITDA

Net income attributable to Aptiv

$                            935

Interest expense

285

Income tax expense

180

Net income attributable to noncontrolling interest (c)

20

Depreciation and amortization

920

EBITDA

$                         2,340

11.6 %

Other income, net

(40)

Equity loss, net of tax

300

Restructuring

130

Other acquisition and portfolio project costs

45

Compensation expense related to acquisitions

30

Adjusted EBITDA

$                         2,805

14.0 %

(a)

Prepared at the estimated mid-point of the Company’s financial guidance range.

(b)

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

(c)

Includes portion attributable to redeemable noncontrolling interest.

Estimated Full Year

2023 (a)

Adjusted Net Income Per Share

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

Net income attributable to ordinary shareholders

$                            905

Mandatory convertible preferred share dividends

30

Net income attributable to Aptiv

935

Adjusting items:

Amortization

240

Restructuring

130

Other acquisition and portfolio project costs

45

Compensation expense related to acquisitions

30

Costs associated with acquisitions and other transactions

5

Loss on change in fair value of publicly traded equity securities

5

Loss on change in fair value of equity investments without readily determinable fair value

20

Tax impact of adjusting items

(60)

Adjusted net income attributable to Aptiv

$                         1,350

Adjusted weighted average number of diluted shares outstanding

284.00

Diluted net income per share attributable to ordinary shareholders

$                           3.25

Adjusted net income per share

$                           4.75

(a)

Prepared at the estimated mid-point of the Company’s financial guidance range.

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SOURCE Aptiv PLC

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