Aptiv PLC

For the period ended Apr 24, 2024. Filed Mar 11, 2024.

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Apr 24, 2024 · Filed Mar 11, 2024

APTV$39.44-3.5%Stored close · as of Nov 6, 2026

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Contents

APPENDIX A

ADJUSTED NET INCOME AND ADJUSTED NET INCOME PER SHARE

	Year Ended December 31,
(in millions, except per share amounts)	2023	2022	2021
Net income attributable to ordinary shareholders	$2,909	$531	$527
Mandatory convertible preferred share dividends	29	63	63
Net income attributable to Aptiv	2,938	594	590
Adjusting items:
Amortization	233	149	148
Restructuring	211	85	24
Other acquisition and portfolio project costs	80	26	15
Asset impairments	18	8	2
Other charges related to Ukraine/Russia conflict (a)	—	29	—
Compensation expense related to acquisitions	26	—	—
Costs associated with acquisitions and other transactions	4	61	—
Debt extinguishment costs	1	—	126
Debt modification costs	—	—	1
Impairment of equity investments without readily determinable fair value	18	—	—
Loss on change in fair value of publicly traded equity securities	6	52	—
Gain on change in fair value of equity investments without readily determinable fair value	—	—	(9)
Tax impact of intercompany transfers of intellectual property and other related transactions (b)	(2,082)	—	—
Tax impact of adjusting items (c)	(77)	(37)	(29)
Adjusted net income attributable to Aptiv	$1,376	$967	$868
Adjusted weighted average number of diluted shares outstanding (d)	282.88	283.55	283.59
Diluted net income per share attributable to ordinary shareholders	$10.39	$1.96	$1.94
Adjusted net income per share	$4.86	$3.41	$3.06

(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)

In response to the OECD’s Pillar Two Directive, the Company initiated changes to its corporate entity structure, including intercompany transfers of certain intellectual property to one of its subsidiaries in Switzerland during the second half of 2023. Furthermore, during the third quarter, the Company’s Swiss subsidiary was granted a ten-year tax incentive, beginning in 2024. The measurement of certain deferred tax assets and associated income tax benefits resulting from these transactions was impacted by tax legislation in Switzerland enacted in the fourth quarter of 2023, which increased the statutory income tax rate, resulting in additional deferred tax benefit impacts, net of valuation allowances. These adjustments represent the total income tax benefits recorded as a result of these transactions during the year ended December 31, 2023.

(c)	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.

(d)

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 (method already applied for U.S. GAAP purposes of calculating the weighted average number of diluted shares outstanding for the year ended December 31, 2023) 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.

2	APPENDIX A

Adjusted Weighted Average Number of Diluted Shares Outstanding:

	Year Ended December 31,
(in millions)	2023	2022	2021
Weighted average number of diluted shares outstanding	282.88	271.18	271.22
Weighted average MCPS Converted Shares	—	12.37	12.37
Adjusted weighted average number of diluted shares outstanding	282.88	283.55	283.59

CASH FLOW BEFORE FINANCING

	Year Ended December 31,
(in millions)	2023	2022	2021
Cash flows from operating activities:
Net income	$2,966	$590	$609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	912	762	773
Restructuring expense, net of cash paid	83	18	(56)
Working capital	(128)	(618)	(408)
Pension contributions	(33)	(24)	(28)
Increase in deferred income tax assets from intercompany transfers of intellectual property and other related transactions	(2,082)	—	—
Other, net	178	535	332
Net cash provided by operating activities	1,896	1,263	1,222
Cash flows from investing activities:
Capital expenditures	(906)	(844)	(611)
Proceeds from business divestitures, net of cash sold	(17)	—	—
Cost of business acquisitions and other transactions, net of cash acquired	(83)	(4,310)	(130)
Proceeds from sale of technology investments	—	3	22
Cost of technology investments	(6)	(42)	(2)
Settlement of derivatives	6	7	(17)
Other, net	4	4	9
Net cash used in investing activities	(1,002)	(5,182)	(729)
Adjusting items:
Adjustment for the cost of business acquisitions and other transactions, net of cash acquired	83	4,310	130
Adjustment for cost of significant technology investments	4	40	—
Cash flow before financing	$981	$431	$623

APPENDIX A	3

Adjusted Operating Income

	Year Ended December 31,
2023 · 2022 · 2021
($ in millions)
	$	Margin	$	Margin	$	Margin
Net income attributable to Aptiv	$2,938		$594		$590
Interest expense	285		219		150
Other (income) expense, net	(63)		54		129
Income tax (benefit) expense	(1,928)		121		101
Equity loss, net of tax	299		279		200
Net income (loss) attributable to noncontrolling interest	28		(3)		19
Net loss attributable to redeemable noncontrolling interest	—		(1)		—
Operating income	1,559	7.8%	1,263	7.2%	1,189	7.6%
Amortization	233		149		148
Restructuring	211		85		24
Other acquisition and portfolio project costs	80		26		15
Asset impairments	18		8		2
Other charges related to Ukraine/Russia conflict	—		54		—
Compensation expense related to acquisitions	26		—		—
Adjusted operating income	$2,127	10.6%	$1,585	9.1%	$1,378	8.8%

Adjusted Revenue Growth

	Year Ended December 31,
	2023	2022	2021
Reported net sales % change	15%	12%	20%
Less: foreign currency exchange and commodities	(1)%	(4)%	5%
Less: acquisitions	4%	—	—
Adjusted revenue growth	12%	16%	15%

APPENDIX B

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