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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________

FORM 8-K
________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 31, 2024
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Jersey001-3534698-1029562
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5 Hanover Quay
Grand Canal Dock
Dublin, D02 VY79, Ireland
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code) 353-1-259-7013
(Former Name or Former Address, if Changed Since Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Ordinary Shares. $0.01 par value per shareAPTVNew York Stock Exchange
2.396% Senior Notes due 2025APTVNew York Stock Exchange
1.500% Senior Notes due 2025APTVNew York Stock Exchange
1.600% Senior Notes due 2028APTVNew York Stock Exchange
4.350% Senior Notes due 2029APTVNew York Stock Exchange
3.250% Senior Notes due 2032APTVNew York Stock Exchange
4.400% Senior Notes due 2046APTVNew York Stock Exchange
5.400% Senior Notes due 2049APTVNew York Stock Exchange
3.100% Senior Notes due 2051APTVNew York Stock Exchange
4.150% Senior Notes due 2052APTVNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02    Results of Operations and Financial Condition.
On January 31, 2024, Aptiv PLC (the “Company”) issued a press release reporting its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release and teleconference visual presentation are available on the Company’s website at aptiv.com.
The information in this Item 2.02 and Item 9.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01    Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit
NumberDescription
99.1
Press Release Dated January 31, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
January 31, 2024
 APTIV PLC
 
 By:/s/ Joseph R. Massaro
Joseph R. Massaro
Chief Financial Officer and Senior Vice President, Business Operations

3


EXHIBIT INDEX
Exhibit
NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

4
Exhibit 99.1

aptivlogoa21a.jpg

Aptiv Reports Fourth Quarter 2023 Financial Results
Record Full Year Revenue, Adjusted Operating Income and Operating Cash Flow

DUBLIN - Aptiv PLC (NYSE: APTV), a global technology company focused on making mobility safer, greener and more connected, today reported fourth quarter 2023 U.S. GAAP earnings of $3.22 per diluted share. Excluding special items, fourth quarter earnings totaled $1.40 per diluted share.

Fourth Quarter Financial Highlights Include:
U.S. GAAP revenue of $4.9 billion, an increase of 6%
Revenue increased 2% adjusted for currency exchange, commodity movements and acquisitions, compared to AWM1 of 7%
U.S. GAAP net income of $905 million, diluted earnings per share of $3.22
Excluding special items, diluted earnings per share of $1.40
U.S. GAAP operating income margin of 7.2%
Adjusted Operating Income margin of 12.2%; Adjusted Operating Income of $600 million; Adjusted EBITDA margin of 15.7%; Adjusted EBITDA of $772 million
Generated $624 million of cash from operations
Returned $300 million to shareholders through share repurchases
Paid-off $301 million Term Loan over two years early

Full Year 2023 Financial Highlights Include:
U.S. GAAP revenue of $20.1 billion, an increase of 15%
Revenue increased 12% adjusted for currency exchange, commodity movements and acquisitions, compared to AWM1 of 10%
U.S. GAAP net income of $2,909 million, diluted earnings per share of $10.39
Excluding special items, diluted earnings per share of $4.86
U.S. GAAP operating income margin of 7.8%
Adjusted Operating Income margin of 10.6%; Adjusted Operating Income of $2,127 million; Adjusted EBITDA margin of 13.9%; Adjusted EBITDA of $2,788 million
Generated $1,896 million of cash from operations
Returned $398 million to shareholders through share repurchases

1Represents global vehicle production weighted to the geographic regions in which the Company generates its revenue (“AWM”).


“Aptiv delivered record revenue, adjusted operating income and operating cash flow for the year, reflecting strong growth across our portfolio and solid operational execution,” said Kevin Clark, chairman and chief executive officer. “We also achieved our third year in a row of record new business awards at over $34 billion, a testament to the quality of our portfolio of advanced technologies. As our end markets continue to transition towards a feature-rich, software-defined future, our customers will face increasing challenges involving product complexity, performance and affordability. With our flexible, full-system approach, Aptiv remains uniquely positioned to address these challenges, and we expect our commercial momentum to continue to accelerate in 2024, driving further long-term growth and margin expansion.”

Fourth Quarter 2023 Results
For the three months ended December 31, 2023, the Company reported U.S. GAAP revenue of $4.9 billion, an increase of 6% from the prior year period. Adjusted for currency exchange, commodity movements and acquisitions, revenue increased by 2% in the fourth quarter. This reflects growth of 10% in Asia, which includes 12% in China, and 6% in Europe, partially offset by declines of 7% in North America and 6% in South America, our smallest region.
The Company reported fourth quarter 2023 U.S. GAAP net income of $905 million and earnings of $3.22 per diluted share, compared to $233 million and $0.86 per diluted share in the prior year period. Fourth quarter Adjusted Net Income, a non-GAAP financial measure defined below, totaled $395 million, or $1.40 per diluted share, compared to $361 million, or $1.27 per diluted share in the prior year period.
Fourth quarter Adjusted Operating Income, a non-GAAP financial measure defined below, was $600 million, compared to $523 million in the prior year period. Adjusted Operating Income margin was 12.2%, compared to 11.3% in the prior year period, reflecting increased global vehicle production, pricing and the continued easing of supply chain disruption costs. Depreciation and amortization expense totaled $246 million, an increase from $188 million in the prior year period.
Interest expense for the fourth quarter totaled $71 million, an increase from $62 million in the prior year period.
Tax benefit in the fourth quarter of 2023 was $680 million, which primarily reflects a deferred tax benefit of approximately $0.7 billion recognized as a result of transactions entered into as part of a reorganization of the Company’s corporate entity structure. Tax expense in the fourth quarter of 2022 was $25 million, resulting in an effective tax rate of approximately 7%.
The Company generated net cash flow from operating activities of $624 million in fourth quarter, compared to $933 million in the prior year period.

Full Year 2023 Results
For the year ended December 31, 2023, the Company reported U.S. GAAP revenue of $20.1 billion, an increase of 15% from the prior year. Adjusted for currency exchange, commodity movements and acquisitions, revenue increased by 12% in 2023. This reflects growth of 17% in Europe, 12% in Asia, which includes 12% in China, 9% in North America and 9% in South America, our smallest region.
For full year 2023, the Company reported U.S. GAAP net income of $2,909 million and earnings of $10.39 per diluted share, compared to $531 million and $1.96 per diluted share in the prior year. Full year 2023 Adjusted Net Income totaled $1,376 million, or $4.86 per diluted share, compared to $967 million, or $3.41 per diluted share, in the prior year.

2


The Company reported Adjusted Operating Income of $2,127 million for full year 2023, compared to $1,585 million in the prior year. Adjusted Operating Income margin was 10.6% for full year 2023, compared to 9.1% in the prior year, reflecting our growth over market of 2%, increased global vehicle production, pricing and the results from our recent acquisitions. Depreciation and amortization expense totaled $912 million, an increase from $762 million in the prior year.
Interest expense for full year 2023 totaled $285 million, as compared to $219 million in the prior year, which includes 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 while it was outstanding during 2023.
Tax benefit for full year 2023 was $1,928 million, which primarily reflects a deferred tax benefit of approximately $2.1 billion recognized as a result of transactions entered into as part of a reorganization of the Company’s corporate entity structure. Tax expense for full year 2022 was $121 million, resulting in an effective tax rate of approximately 12%.
The Company generated net cash flow from operating activities of $1,896 million in 2023, compared to $1,263 million in the prior year. As of December 31, 2023, the Company had cash and cash equivalents of $1.6 billion and total available liquidity of $4.1 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.

Share Repurchase Program
During the fourth quarter of 2023, the Company repurchased 3.8 million shares for approximately $300 million, leaving approximately $1.6 billion available for future share repurchases. For the full year, the Company repurchased 4.7 million shares for approximately $398 million. All repurchased shares were retired.

Full Year 2024 Outlook
The Company’s full year 2024 financial guidance is as follows:
(in millions, except per share amounts)Full Year 2024
Net sales$21,300 - $21,900
Adjusted EBITDA$3,200 - $3,350
Adjusted EBITDA margin15.0% - 15.3%
Adjusted operating income$2,475 - $2,625
Adjusted operating income margin11.6% - 12.0%
Adjusted net income per share (1)$5.55 - $6.05
Cash flow from operations$2,300
Capital expenditures$1,050
Adjusted effective tax rate17.5%
(1) The Company’s full year 2024 financial guidance includes approximately $1.20 per diluted share for the anticipated equity losses to be recognized by Aptiv from the performance of the Motional autonomous driving joint venture.

3


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 +1.800.239.9838 (US) or +1.323.994.2093 (international) or through a webcast at ir.aptiv.com. The conference ID number is 9145297. 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, 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.

4


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 a more sustainable 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.

# # #

5


APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) 
Three Months EndedYear Ended
December 31,December 31,
 2023202220232022
 (in millions, except per share amounts)
Net sales$4,919 $4,640 $20,051 $17,489 
Operating expenses:
Cost of sales3,997 3,827 16,612 14,854 
Selling, general and administrative381 303 1,436 1,138 
Amortization56 37 233 149 
Restructuring130 33 211 85 
Total operating expenses4,564 4,200 18,492 16,226 
Operating income355 440 1,559 1,263 
Interest expense(71)(62)(285)(219)
Other income (expense), net27 (10)63 (54)
Income before income taxes and equity loss311 368 1,337 990 
Income tax benefit (expense)680 (25)1,928 (121)
Income before equity loss991 343 3,265 869 
Equity loss, net of tax(72)(77)(299)(279)
Net income919 266 2,966 590 
Net income (loss) attributable to noncontrolling interest13 18 28 (3)
Net income (loss) attributable to redeemable noncontrolling interest(1)— (1)
Net income attributable to Aptiv905 249 2,938 594 
Mandatory convertible preferred share dividends— (16)(29)(63)
Net income attributable to ordinary shareholders$905 $233 $2,909 $531 
Diluted net income per share:
Diluted net income per share attributable to ordinary shareholders$3.22 $0.86 $10.39 $1.96 
Weighted average number of diluted shares outstanding281.21 271.40 282.88 271.18 


6


APTIV PLC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31,
2023
December 31,
2022
 (in millions)
ASSETS
Current assets:
Cash and cash equivalents$1,640 $1,531 
Accounts receivable, net3,546 3,433 
Inventories2,365 2,340 
Other current assets696 480 
Total current assets8,247 7,784 
Long-term assets:
Property, net3,785 3,495 
Operating lease right-of-use assets540 451 
Investments in affiliates1,443 1,723 
Intangible assets, net2,399 2,585 
Goodwill5,151 5,106 
Other long-term assets2,862 740 
Total long-term assets16,180 14,100 
Total assets$24,427 $21,884 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$$31 
Accounts payable3,151 3,150 
Accrued liabilities1,648 1,684 
Total current liabilities4,808 4,865 
Long-term liabilities:
Long-term debt6,204 6,460 
Pension benefit obligations417 354 
Long-term operating lease liabilities453 361 
Other long-term liabilities701 750 
Total long-term liabilities7,775 7,925 
Total liabilities12,583 12,790 
Commitments and contingencies
Redeemable noncontrolling interest99 96 
Total Aptiv shareholders’ equity11,548 8,809 
Noncontrolling interest197 189 
Total shareholders’ equity11,745 8,998 
Total liabilities, redeemable noncontrolling interest and shareholders’ equity$24,427 $21,884 


7


APTIV PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year Ended December 31,
 20232022
 (in millions)
Cash flows from operating activities:
Net income$2,966 $590 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization912 762 
Restructuring expense, net of cash paid83 18 
Deferred income taxes(2,164)(144)
Loss from equity method investments, net of dividends received304 284 
Other charges related to Ukraine/Russia conflict— 54 
Other, net171 126 
Changes in operating assets and liabilities:
Accounts receivable, net(112)(497)
Inventories(20)(258)
Accounts payable137 
Other, net(215)215 
Pension contributions(33)(24)
Net cash provided by operating activities1,896 1,263 
Cash flows from investing activities:
Capital expenditures(906)(844)
Proceeds from sale of property
Proceeds from business divestitures, net of cash sold(17)— 
Cost of business acquisitions and other transactions, net of cash acquired(83)(4,310)
Proceeds from sale of technology investments— 
Cost of technology investments(6)(42)
Settlement of derivatives
Net cash used in investing activities(1,002)(5,182)
Cash flows from financing activities:
Decrease in other short and long-term debt, net(332)(5)
Proceeds from issuance of senior notes, net of issuance costs— 2,472 
Contingent consideration payments(10)— 
Dividend payments of consolidated affiliates to minority shareholders(2)(9)
Repurchase of ordinary shares(398)— 
Distribution of mandatory convertible preferred share cash dividends(32)(63)
Taxes withheld and paid on employees’ restricted share awards(33)(36)
Net cash (used in) provided by financing activities(807)2,359 
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash(2)(24)
Increase (decrease) in cash, cash equivalents and restricted cash85 (1,584)
Cash, cash equivalents and restricted cash at beginning of the year1,555 3,139 
Cash, cash equivalents and restricted cash at end of the year$1,640 $1,555 
Reconciliation of cash, cash equivalents and restricted cash and cash classified as assets held for sale:
December 31,
2023
2022
(in millions)
Cash, cash equivalents and restricted cash$1,640 $1,531 
Cash classified as assets held for sale— 24 
Total cash, cash equivalents and restricted cash$1,640 $1,555 

8


APTIV PLC
FOOTNOTES
(Unaudited)

1. Segment Summary
Three Months EndedYear Ended
December 31,December 31,
20232022%20232022%
(in millions)(in millions)
Net Sales
Signal and Power Solutions$3,574 $3,374 6%$14,404 $12,943 11%
Advanced Safety and User Experience1,356 1,280 6%5,695 4,587 24%
Eliminations and Other (a)(11)(14)(48)(41)
Net Sales$4,919 $4,640 $20,051 $17,489 
Adjusted Operating Income
Signal and Power Solutions$459 $446 3%$1,676 $1,441 16%
Advanced Safety and User Experience141 77 83%451 144 213%
Adjusted Operating Income$600 $523 $2,127 $1,585 
(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 months and years ended December 31, 2023 and 2022:
Three Months EndedYear Ended
December 31,December 31,
2023202220232022
 (in millions, except per share data)
Weighted average ordinary shares outstanding, basic280.95 270.95 276.92 270.90 
Dilutive shares related to RSUs0.26 0.45 0.17 0.28 
Weighted average MCPS Converted Shares— — 5.79 — 
Weighted average ordinary shares outstanding, including dilutive shares
281.21 271.40 282.88 271.18 
Net income per share attributable to ordinary shareholders:
Basic$3.22 $0.86 $10.50 $1.96 
Diluted$3.22 $0.86 $10.39 $1.96 

9


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 December 31, 2023
Reported net sales % change%
Less: foreign currency exchange and commodities%
Less: acquisitions%
Adjusted revenue growth%
Year Ended December 31, 2023
Reported net sales % change15 %
Less: foreign currency exchange and commodities(1)%
Less: acquisitions%
Adjusted revenue growth12 %


10


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 EndedYear Ended
December 31,December 31,
2023202220232022
($ in millions)
$Margin$Margin$Margin$Margin
Net income attributable to Aptiv$905 $249 $2,938 $594 
Interest expense
71 62 285 219 
Other (income) expense, net(27)10 (63)54 
Income tax (benefit) expense(680)25 (1,928)121 
Equity loss, net of tax72 77 299 279 
Net income (loss) attributable to noncontrolling interest13 18 28 (3)
Net income (loss) attributable to redeemable noncontrolling interest(1)— (1)
Operating income355 7.2 %440 9.5 %1,559 7.8 %1,263 7.2 %
Amortization56 37 233 149 
Restructuring
130 33 211 85 
Other acquisition and portfolio project costs
35 13 80 26 
Asset impairments
18 — 18 
Other charges related to Ukraine/Russia conflict— — — 54 
Compensation expense related to acquisitions— 26 — 
Adjusted operating income$600 12.2 %$523 11.3 %$2,127 10.6 %$1,585 9.1 %

11


Segment Adjusted Operating Income
(in millions)
Three Months Ended December 31, 2023Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$325 $30 $355 
Amortization33 23 56 
Restructuring60 70 130 
Other acquisition and portfolio project costs26 35 
Asset impairments15 18 
Compensation expense related to acquisitions— 
Adjusted operating income$459 $141 $600 
Depreciation and amortization (a)$174 $72 $246 
Three Months Ended December 31, 2022Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$399 $41 $440 
Amortization32 37 
Restructuring26 33 
Other acquisition and portfolio project costs13 
Adjusted operating income$446 $77 $523 
Depreciation and amortization (a)$143 $45 $188 
Year Ended December 31, 2023Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$1,379 $180 $1,559 
Amortization140 93 233 
Restructuring82 129 211 
Other acquisition and portfolio project costs60 20 80 
Asset impairments15 18 
Compensation expense related to acquisitions— 26 26 
Adjusted operating income$1,676 $451 $2,127 
Depreciation and amortization (a)$638 $274 $912 
Year Ended December 31, 2022Signal and Power SolutionsAdvanced Safety and User ExperienceTotal
Operating income$1,195 $68 $1,263 
Amortization139 10 149 
Restructuring30 55 85 
Other acquisition and portfolio project costs15 11 26 
Asset impairments— 
Other charges related to Ukraine/Russia conflict54 — 54 
Adjusted operating income$1,441 $144 $1,585 
Depreciation and amortization (a)$584 $178 $762 
(a)
Includes asset impairments.

12


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.

Three Months EndedYear Ended
December 31,December 31,
2023202220232022
(in millions)
Net income attributable to Aptiv$905 $249 $2,938 $594 
Interest expense
71 62 285 219 
Income tax (benefit) expense(680)25 (1,928)121 
Net income (loss) attributable to noncontrolling interest13 18 28 (3)
Net income (loss) attributable to redeemable noncontrolling interest(1)— (1)
Depreciation and amortization
246 188 912 762 
EBITDA$556 $541 $2,235 $1,692 
Other (income) expense, net(27)10 (63)54 
Equity loss, net of tax72 77 299 279 
Restructuring
130 33 211 85 
Other acquisition and portfolio project costs
35 13 80 26 
Other charges related to Ukraine/Russia conflict— — — 54 
Compensation expense related to acquisitions— 26 — 
Adjusted EBITDA$772 $674 $2,788 $2,190 

13


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 EndedYear Ended
December 31,December 31,
2023202220232022
(in millions, except per share amounts)
Net income attributable to ordinary shareholders$905 $233 $2,909 $531 
Mandatory convertible preferred share dividends— 16 29 63 
Net income attributable to Aptiv905 249 2,938 594 
Adjusting items:
Amortization56 37 233 149 
Restructuring130 33 211 85 
Other acquisition and portfolio project costs35 13 80 26 
Asset impairments18 — 18 
Other charges related to Ukraine/Russia conflict (a)— — — 29 
Compensation expense related to acquisitions— 26 — 
Costs associated with acquisitions and other transactions— 53 61 
Debt extinguishment costs— — 
Impairment of equity investments without readily determinable fair value— — 18 — 
(Gain) loss on change in fair value of publicly traded equity securities— (3)52 
Tax impact of intra-entity transfers of intellectual property and other related transactions (b)(723)— (2,082)— 
Tax impact of adjusting items (c)(33)(21)(77)(37)
Adjusted net income attributable to Aptiv$395 $361 $1,376 $967 
Adjusted weighted average number of diluted shares outstanding (d)281.21 283.77 282.88 283.55 
Diluted net income per share attributable to ordinary shareholders$3.22 $0.86 $10.39 $1.96 
Adjusted net income per share$1.40 $1.27 $4.86 $3.41 

14


(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 intra-entity 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 three months and 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.
Adjusted Weighted Average Number of Diluted Shares Outstanding:
Three Months EndedYear Ended
December 31,December 31,
2023202220232022
 (in millions)
Weighted average number of diluted shares outstanding281.21 271.40 282.88 271.18 
Weighted average MCPS Converted Shares— 12.37 — 12.37 
Adjusted weighted average number of diluted shares outstanding
281.21 283.77 282.88 283.55 

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 EndedYear Ended
December 31,December 31,
2023202220232022
(in millions)
Cash flows from operating activities:
Net income$919 $266 $2,966 $590 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization246 188 912 762 
Restructuring expense, net of cash paid79 16 83 18 
Working capital173 372 (128)(618)
Pension contributions(13)(9)(33)(24)
Increase in deferred income tax assets from intra-entity transfers of intellectual property and other related transactions(723)— (2,082)— 
Other, net(57)100 178 535 
Net cash provided by operating activities624 933 1,896 1,263 
Cash flows from investing activities:
Capital expenditures(203)(178)(906)(844)
Proceeds from business divestitures, net of cash sold— — (17)— 
Cost of business acquisitions and other transactions, net of cash acquired— (4,090)(83)(4,310)
Proceeds from sale of technology investments— — — 
Cost of technology investments(5)— (6)(42)
Settlement of derivatives— (2)
Other, net
Net cash used in investing activities
(207)(4,269)(1,002)(5,182)
Adjusting items:
Adjustment for the cost of business acquisitions and other transactions, net— 4,090 83 4,310 
Adjustment for cost of significant technology investments— 40 
Cash flow before financing$421 $754 $981 $431 


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$1,235 
Interest expense250 
Other income, net(75)
Income tax expense340 
Equity loss, net of tax330 
Net income attributable to noncontrolling interest (c)25 
Operating income$2,105 9.7 %
Amortization225 
Restructuring150 
Other acquisition and portfolio project costs40 
Compensation expense related to acquisitions30 
Adjusted operating income$2,550 11.8 %
Adjusted EBITDA
Net income attributable to Aptiv$1,235 
Interest expense250 
Income tax expense340 
Net income attributable to noncontrolling interest (c)25 
Depreciation and amortization
950 
EBITDA$2,800 13.0 %
Other income, net(75)
Equity loss, net of tax330 
Restructuring
150 
Other acquisition and portfolio project costs
40 
Compensation expense related to acquisitions30 
Adjusted EBITDA$3,275 15.2 %

(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.

17


Estimated Full Year
2024 (a)
Adjusted Net Income Per Share($ and shares in millions, except per share amounts)
Net income attributable to Aptiv$1,235 
Adjusting items:
Amortization225 
Restructuring150 
Other acquisition and portfolio project costs40 
Compensation expense related to acquisitions30 
Tax impact of adjusting items(75)
Adjusted net income attributable to Aptiv$1,605 
Adjusted weighted average number of diluted shares outstanding277.00 
Diluted net income per share attributable to ordinary shareholders$4.45 
Adjusted net income per share$5.80 
(a)
Prepared at the estimated mid-point of the Company’s financial guidance range.




Investor Contact:
Jane Wu
+1.617.603.7941
jane.wu@aptiv.com


18
v3.24.0.1
Document and Entity Information
Jan. 31, 2024
Document Information [Line Items]  
Title of 12(b) Security Ordinary Shares. $0.01 par value per share
Trading Symbol APTV
Security Exchange Name NYSE
Entity Address, Address Line Two Grand Canal Dock
Document Type 8-K
Document Period End Date Jan. 31, 2024
Entity Registrant Name Aptiv PLC
Entity Central Index Key 0001521332
Amendment Flag false
Entity Incorporation, State or Country Code Y9
Entity File Number 001-35346
Entity Tax Identification Number 98-1029562
Entity Address, Address Line One 5 Hanover Quay
Entity Address, Address Line Two Grand Canal Dock
Entity Address, City or Town Dublin
Entity Address, Postal Zip Code D02 VY79
Entity Address, Country IE
City Area Code 353
Country Region 1
Local Phone Number 259-7013
Entity Information, Former Legal or Registered Name N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares. $0.01 par value per share
Trading Symbol APTV
Security Exchange Name NYSE
Entity Emerging Growth Company false
Euro-Denominated Senior Notes, 1.500% Due 2025 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 1.500% Senior Notes due 2025
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 1.500% Senior Notes due 2025
Trading Symbol APTV
Security Exchange Name NYSE
Euro-denominated Senior Notes, 1.600% Due 2028 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 1.600% Senior Notes due 2028
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 1.600% Senior Notes due 2028
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 4.35% Due 2029 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 4.350% Senior Notes due 2029
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 4.350% Senior Notes due 2029
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 4.400% Due 2046 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 4.400% Senior Notes due 2046
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 4.400% Senior Notes due 2046
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 5.40% Due 2049 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.400% Senior Notes due 2049
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 5.400% Senior Notes due 2049
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 3.10% Due 2051  
Document Information [Line Items]  
Title of 12(b) Security 3.100% Senior Notes due 2051
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 3.100% Senior Notes due 2051
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 2.396% due 2025  
Document Information [Line Items]  
Title of 12(b) Security 2.396% Senior Notes due 2025
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 2.396% Senior Notes due 2025
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 3.250% due 2032  
Document Information [Line Items]  
Title of 12(b) Security 3.250% Senior Notes due 2032
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 3.250% Senior Notes due 2032
Trading Symbol APTV
Security Exchange Name NYSE
Senior Notes, 4.150% due 2052  
Document Information [Line Items]  
Title of 12(b) Security 4.150% Senior Notes due 2052
Trading Symbol APTV
Security Exchange Name NYSE
Title of 12(b) Security 4.150% Senior Notes due 2052
Trading Symbol APTV
Security Exchange Name NYSE

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