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; future significant public health crises; 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.
# # #
6
APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(in millions, except per share amounts)
Net sales
$
4,854
$
5,114
$
14,806
$
15,132
Operating expenses:
Cost of sales
3,951
4,221
12,057
12,615
Selling, general and administrative
331
360
1,102
1,055
Amortization
53
59
159
177
Restructuring
16
28
125
81
Total operating expenses
4,351
4,668
13,443
13,928
Operating income
503
446
1,363
1,204
Interest expense
(101)
(75)
(230)
(214)
Other income, net
5
26
30
36
Gain on Motional transactions
—
—
641
—
Income before income taxes and equity loss
407
397
1,804
1,026
Income tax (expense) benefit
(32)
1,312
(159)
1,248
Income before equity loss
375
1,709
1,645
2,274
Equity loss, net of tax
(7)
(72)
(110)
(227)
Net income
368
1,637
1,535
2,047
Net income attributable to noncontrolling interest
7
8
18
15
Net loss attributable to redeemable noncontrolling interest
(2)
—
(2)
(1)
Net income attributable to Aptiv
363
1,629
1,519
2,033
Mandatory convertible preferred share dividends
—
—
—
(29)
Net income attributable to ordinary shareholders
$
363
$
1,629
$
1,519
$
2,004
Diluted net income per share:
Diluted net income per share attributable to ordinary shareholders
$
1.48
$
5.76
$
5.76
$
7.17
Weighted average number of diluted shares outstanding
245.78
283.01
263.77
283.44
7
APTIV PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2024
December 31, 2023
(Unaudited)
(in millions)
ASSETS
Current assets:
Cash and cash equivalents
$
1,054
$
1,640
Short-term investments
791
—
Accounts receivable, net
3,653
3,546
Inventories
2,550
2,365
Other current assets
640
696
Total current assets
8,688
8,247
Long-term assets:
Property, net
3,797
3,785
Operating lease right-of-use assets
499
540
Investments in affiliates
1,503
1,443
Intangible assets, net
2,235
2,399
Goodwill
5,170
5,151
Other long-term assets
2,874
2,862
Total long-term assets
16,078
16,180
Total assets
$
24,766
$
24,427
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt
$
1,257
$
9
Accounts payable
2,989
3,151
Accrued liabilities
1,558
1,648
Total current liabilities
5,804
4,808
Long-term liabilities:
Long-term debt
8,283
6,204
Pension benefit obligations
413
417
Long-term operating lease liabilities
421
453
Other long-term liabilities
647
701
Total long-term liabilities
9,764
7,775
Total liabilities
15,568
12,583
Commitments and contingencies
Redeemable noncontrolling interest
99
99
Total Aptiv shareholders’ equity
8,882
11,548
Noncontrolling interest
217
197
Total shareholders’ equity
9,099
11,745
Total liabilities, redeemable noncontrolling interest and shareholders’ equity
$
24,766
$
24,427
8
APTIV PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
2024
2023
(in millions)
Cash flows from operating activities:
Net income
$
1,535
$
2,047
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
719
666
Restructuring expense, net of cash paid
(65)
4
Deferred income taxes
(1)
(1,408)
Loss from equity method investments, net of dividends received
120
232
Loss on extinguishment of debt
12
—
Gain on Motional transactions
(641)
—
Other, net
136
125
Changes in operating assets and liabilities:
Accounts receivable, net
(107)
(213)
Inventories
(185)
(87)
Accounts payable
(39)
(1)
Other, net
(77)
(73)
Pension contributions
(21)
(20)
Net cash provided by operating activities
1,386
1,272
Cash flows from investing activities:
Capital expenditures
(664)
(703)
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)
Cost of technology investments
(121)
(1)
Proceeds from the sale of equity method investment
448
—
Purchase of short-term investments
(748)
—
Settlement of derivatives
(2)
6
Net cash used in investing activities
(1,084)
(795)
Cash flows from financing activities:
Increase (decrease) in other short and long-term debt, net
1,036
(30)
Repayment of senior notes
(700)
—
Proceeds from issuance of senior and junior notes, net of issuance costs
2,920
—
Proceeds from bridge loan, net of issuance costs
2,483
—
Repayment of bridge loan
(2,500)
—
Contingent consideration payments
—
(10)
Repurchase of ordinary shares
(4,104)
(98)
Distribution of mandatory convertible preferred share cash dividends
—
(32)
Taxes withheld and paid on employees’ restricted share awards
(23)
(31)
Net cash used in financing activities
(888)
(201)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash
—
(23)
(Decrease) increase in cash, cash equivalents and restricted cash
(586)
253
Cash, cash equivalents and restricted cash at beginning of the period
1,640
1,555
Cash, cash equivalents and restricted cash at end of the period
$
1,054
$
1,808
9
APTIV PLC
FOOTNOTES
(Unaudited)
1. Segment Summary
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
%
2024
2023
%
(in millions)
(in millions)
Net Sales
Signal and Power Solutions
$
3,443
$
3,687
(7)%
$
10,442
$
10,830
(4)%
Advanced Safety and User Experience
1,427
1,441
(1)%
4,410
4,339
2%
Eliminations and Other (a)
(16)
(14)
(46)
(37)
Net Sales
$
4,854
$
5,114
$
14,806
$
15,132
Adjusted Operating Income
Signal and Power Solutions
$
397
$
451
(12)%
$
1,222
$
1,217
—%
Advanced Safety and User Experience
196
109
80%
521
310
68%
Adjusted Operating Income
$
593
$
560
$
1,743
$
1,527
(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 per share attributable to ordinary shareholders for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(in millions, except per share amounts)
Weighted average ordinary shares outstanding, basic
245.48
282.84
263.55
275.56
Dilutive shares related to RSUs
0.30
0.17
0.22
0.13
Weighted average MCPS Converted Shares
—
—
—
7.75
Weighted average ordinary shares outstanding, including dilutive shares
245.78
283.01
263.77
283.44
Net income per share attributable to ordinary shareholders:
Basic
$
1.48
$
5.76
$
5.76
$
7.27
Diluted
$
1.48
$
5.76
$
5.76
$
7.17
10
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 September 30, 2024
Reported net sales % change
(5)
%
Less: foreign currency exchange and commodities
(1)
%
Adjusted revenue growth
(6)
%
Nine Months Ended September 30, 2024
Reported net sales % change
(2)
%
Less: foreign currency exchange and commodities
—
%
Adjusted revenue growth
(2)
%
11
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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
($ in millions)
$
Margin
$
Margin
$
Margin
$
Margin
Net income attributable to ordinary shareholders
$
363
7.5
%
$
1,629
31.9
%
$
1,519
10.3
%
$
2,004
13.2
%
Mandatory convertible preferred share dividends
—
—
—
29
Net income attributable to Aptiv
$
363
7.5
%
$
1,629
31.9
%
$
1,519
10.3
%
$
2,033
13.4
%
Interest expense
101
75
230
214
Other income, net
(5)
(26)
(30)
(36)
Gain on Motional transactions
—
—
(641)
—
Income tax expense (benefit)
32
(1,312)
159
(1,248)
Equity loss, net of tax
7
72
110
227
Net income attributable to noncontrolling interest
7
8
18
15
Net loss attributable to redeemable noncontrolling interest
(2)
—
(2)
(1)
Operating income
$
503
10.4
%
$
446
8.7
%
$
1,363
9.2
%
$
1,204
8.0
%
Amortization
53
59
159
177
Restructuring
16
28
125
81
Other acquisition and portfolio project costs
13
20
66
45
Asset impairments
3
—
17
—
Compensation expense related to acquisitions
5
7
13
20
Adjusted operating income
$
593
12.2
%
$
560
11.0
%
$
1,743
11.8
%
$
1,527
10.1
%
12
Segment Adjusted Operating Income
(in millions)
Three Months Ended September 30, 2024
Signal and Power Solutions
Advanced Safety and User Experience
Total
Operating income
$
341
$
162
$
503
Amortization
31
22
53
Restructuring
13
3
16
Other acquisition and portfolio project costs
9
4
13
Asset impairments
3
—
3
Compensation expense related to acquisitions
—
5
5
Adjusted operating income
$
397
$
196
$
593
Depreciation and amortization (a)
$
170
$
71
$
241
Three Months Ended September 30, 2023
Signal and Power Solutions
Advanced Safety and User Experience
Total
Operating income
$
395
$
51
$
446
Amortization
35
24
59
Restructuring
7
21
28
Other acquisition and portfolio project costs
14
6
20
Compensation expense related to acquisitions
—
7
7
Adjusted operating income
$
451
$
109
$
560
Depreciation and amortization (a)
$
160
$
66
$
226
Nine Months Ended September 30, 2024
Signal and Power Solutions
Advanced Safety and User Experience
Total
Operating income
$
992
$
371
$
1,363
Amortization
93
66
159
Restructuring
89
36
125
Other acquisition and portfolio project costs
45
21
66
Asset impairments
3
14
17
Compensation expense related to acquisitions
—
13
13
Adjusted operating income
$
1,222
$
521
$
1,743
Depreciation and amortization (a)
$
493
$
226
$
719
Nine Months Ended September 30, 2023
Signal and Power Solutions
Advanced Safety and User Experience
Total
Operating income
$
1,054
$
150
$
1,204
Amortization
107
70
177
Restructuring
22
59
81
Other acquisition and portfolio project costs
34
11
45
Compensation expense related to acquisitions
—
20
20
Adjusted operating income
$
1,217
$
310
$
1,527
Depreciation and amortization (a)
$
464
$
202
$
666
(a)
Includes asset impairments.
13
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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(in millions)
Net income attributable to ordinary shareholders
$
363
$
1,629
$
1,519
$
2,004
Mandatory convertible preferred share dividends
—
—
—
29
Net income attributable to Aptiv
363
1,629
1,519
2,033
Interest expense
101
75
230
214
Income tax expense (benefit)
32
(1,312)
159
(1,248)
Net income attributable to noncontrolling interest
7
8
18
15
Net loss attributable to redeemable noncontrolling interest
(2)
—
(2)
(1)
Depreciation and amortization
241
226
719
666
EBITDA
$
742
$
626
$
2,643
$
1,679
Other income, net
(5)
(26)
(30)
(36)
Gain on Motional transactions
—
—
(641)
—
Equity loss, net of tax
7
72
110
227
Restructuring
16
28
125
81
Other acquisition and portfolio project costs
13
20
66
45
Compensation expense related to acquisitions
5
7
13
20
Adjusted EBITDA
$
778
$
727
$
2,286
$
2,016
14
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 Weighted Average Number of Diluted Shares Outstanding 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.
Costs associated with acquisitions and other transactions
—
—
—
4
Impairment of equity investments without readily determinable fair value
—
—
—
18
Loss on change in fair value of publicly traded equity securities
5
—
3
6
Gain on Motional transactions
—
—
(641)
—
Tax impact of intercompany transfers of intellectual property and other related transactions (b)
—
(1,359)
—
(1,359)
Tax impact of adjusting items (c)
(21)
(17)
(78)
(44)
Adjusted net income attributable to Aptiv
$
449
$
367
$
1,195
$
981
Weighted average number of diluted shares outstanding (a)
245.78
283.01
263.77
283.44
Diluted net income per share attributable to ordinary shareholders
$
1.48
$
5.76
$
5.76
$
7.17
Adjusted net income per share
$
1.83
$
1.30
$
4.53
$
3.46
(a)
On June 15, 2023, each outstanding share of the Company’s 5.50% Mandatory Convertible Preferred Shares (the “MCPS”) converted into 1.0754 ordinary shares of the Company. For purposes of calculating Adjusted Net Income Per Share, the Company has excluded the impact of the MCPS dividends for the nine months ended September 30, 2023 and assumed the “if converted” method of share dilution as the assumed conversion of the MCPS into ordinary shares on a weighted average basis was more dilutive to net income per share than the impact of the MCPS dividends (method already applied for U.S. GAAP purposes of calculating the weighted average number of diluted shares outstanding).
(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 third quarter of 2023. Furthermore, during the third quarter, the Company’s Swiss subsidiary was granted a ten year tax incentive, beginning in 2024. This adjustment represents the total income tax benefits recorded as a result of these transactions during the three and nine months ended September 30, 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.
15
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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(in millions)
Cash flows from operating activities:
Net income
$
368
$
1,637
$
1,535
$
2,047
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
241
226
719
666
Restructuring expense, net of cash paid
(31)
4
(65)
4
Working capital
(170)
72
(331)
(301)
Pension contributions
(8)
(6)
(21)
(20)
Increase in deferred income tax assets from intercompany transfers of intellectual property and other related transactions
—
(1,359)
—
(1,359)
Gain on Motional transactions
—
—
(641)
—
Other, net
99
172
190
235
Net cash provided by operating activities
499
746
1,386
1,272
Cash flows from investing activities:
Capital expenditures
(173)
(212)
(664)
(703)
Proceeds from business divestitures, net of cash sold
—
—
—
(17)
Cost of business acquisitions and other transactions, net of cash acquired
—
—
—
(83)
Cost of technology investments
(81)
—
(121)
(1)
Proceeds from the sale of equity method investment
—
—
448
—
Purchase of short-term investments
—
—
(748)
—
Settlement of derivatives
(2)
7
(2)
6
Other, net
1
—
3
3
Net cash used in investing activities
(255)
(205)
(1,084)
(795)
Adjusting items:
Adjustment for cost of business acquisitions and other transactions, net of cash acquired
—
—
—
83
Adjustment for cost of significant technology investments
81
—
121
—
Adjustment for proceeds from sale of equity method investment
—
—
(448)
—
Cash flow before financing
$
325
$
541
$
(25)
$
560
16
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
2024 (a)
($ in millions)
Adjusted Operating Income
$
Margin (b)
Net income attributable to Aptiv
$
1,790
9.1
%
Interest expense
335
Other income, net
(45)
Gain on Motional transactions
(640)
Income tax expense
230
Equity loss, net of tax
125
Net income attributable to noncontrolling interest (c)
20
Operating income
$
1,815
9.2
%
Amortization
210
Restructuring
210
Other acquisition and portfolio project costs
70
Asset impairments
20
Compensation expense related to acquisitions
25
Adjusted operating income
$
2,350
11.9
%
Adjusted EBITDA
Net income attributable to Aptiv
$
1,790
9.1
%
Interest expense
335
Income tax expense
230
Net income attributable to noncontrolling interest (c)
20
Depreciation and amortization
955
EBITDA
$
3,330
16.9
%
Other income, net
(45)
Gain on Motional transactions
(640)
Equity loss, net of tax
125
Restructuring
210
Other acquisition and portfolio project costs
70
Compensation expense related to acquisitions
25
Adjusted EBITDA
$
3,075
15.6
%
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.
(b)
Represents net income attributable to Aptiv, 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.
17
Estimated Full Year
2024 (a)
Adjusted Net Income Per Share
($ and shares in millions, except per share amounts)
Net income attributable to Aptiv
$
1,790
Adjusting items:
Amortization
210
Restructuring
210
Other acquisition and portfolio project costs
70
Asset impairments
20
Compensation expense related to acquisitions
25
Loss on change in fair value of publicly traded equity securities
5
Debt extinguishment costs
10
Gain on Motional transactions
(640)
Tax impact of adjusting items
(115)
Adjusted net income attributable to Aptiv
$
1,585
Weighted average number of diluted shares outstanding
256.70
Diluted net income per share attributable to Aptiv
$
6.95
Adjusted net income per share
$
6.15
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.