Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements | SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Basis of Presentation Notes Issued by the Subsidiary Issuer As described in Note 8. Debt, Delphi Corporation (the "Subsidiary Issuer/Guarantor"), a 100% owned subsidiary of Aptiv PLC (the "Parent"), issued the 2014 Senior Notes, which were registered under the Securities Act, and is the borrower of obligations under the Credit Agreement. The 2014 Senior Notes and obligations under the Credit Agreement are fully and unconditionally guaranteed by Aptiv PLC and certain of Aptiv PLC's direct and indirect subsidiary companies, which are directly or indirectly 100% owned by Aptiv PLC (the “Subsidiary Guarantors”), on a joint and several basis, subject to customary release provisions (other than in the case of Aptiv PLC). All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to the guarantees (“Non-Guarantor Subsidiaries”). Notes Issued by the Parent As described in Note 8. Debt, Aptiv PLC issued the 2015 Senior Notes, the 2015 Euro-denominated Senior Notes, the 2016 Euro-denominated Senior Notes and the 2016 Senior Notes, each of which were registered under the Securities Act. Each series of these senior notes are fully and unconditionally guaranteed on a joint and several basis, subject to customary release provisions, by certain of Aptiv PLC's direct and indirect subsidiary companies (the “Subsidiary Guarantors”), and Delphi Corporation, each of which are directly or indirectly 100% owned by Aptiv PLC. All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to the guarantees (“Non-Guarantor Subsidiaries”). In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented using the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions. Statement of Operations Three Months Ended March 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,630 $ — $ 3,630 Operating expenses: Cost of sales — — — 2,947 — 2,947 Selling, general and administrative (4 ) — — 263 — 259 Amortization — — — 30 — 30 Restructuring — — — 20 — 20 Total operating expenses (4 ) — — 3,260 — 3,256 Operating income 4 — — 370 — 374 Interest (expense) income (61 ) (7 ) (43 ) (1 ) 78 (34 ) Other income (expense), net — — — 108 (78 ) 30 (Loss) income from continuing operations before income taxes and equity income (57 ) (7 ) (43 ) 477 — 370 Income tax benefit (expense) — — 10 (69 ) — (59 ) (Loss) income from continuing operations before equity income (57 ) (7 ) (33 ) 408 — 311 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 364 356 (8 ) — (712 ) — Income (loss) from continuing operations 307 349 (41 ) 413 (712 ) 316 Income from discontinued operations, net of tax — — — — — — Net income (loss) 307 349 (41 ) 413 (712 ) 316 Net income attributable to noncontrolling interest — — — 9 — 9 Net income (loss) attributable to Aptiv $ 307 $ 349 $ (41 ) $ 404 $ (712 ) $ 307 Statement of Operations Three Months Ended March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,143 $ — $ 3,143 Operating expenses: Cost of sales — — — 2,544 — 2,544 Selling, general and administrative 6 — — 219 — 225 Amortization — — — 29 — 29 Restructuring — — — 52 — 52 Total operating expenses 6 — — 2,844 — 2,850 Operating (loss) income (6 ) — — 299 — 293 Interest (expense) income (59 ) (3 ) (43 ) (1 ) 73 (33 ) Other income (expense), net — 10 1 39 (73 ) (23 ) (Loss) income from continuing operations before income taxes and equity income (65 ) 7 (42 ) 337 — 237 Income tax benefit (expense) — — 15 (34 ) — (19 ) (Loss) income from continuing operations before equity income (65 ) 7 (27 ) 303 — 218 Equity in net income of affiliates — — — 11 — 11 Equity in net income (loss) of subsidiaries 400 377 (30 ) — (747 ) — Income (loss) from continuing operations 335 384 (57 ) 314 (747 ) 229 Income from discontinued operations, net of tax — — — 123 — 123 Net income (loss) 335 384 (57 ) 437 (747 ) 352 Net income attributable to noncontrolling interest — — — 17 — 17 Net income (loss) attributable to Aptiv $ 335 $ 384 $ (57 ) $ 420 $ (747 ) $ 335 Statement of Comprehensive Income Three Months Ended March 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 307 $ 349 $ (41 ) $ 413 $ (712 ) $ 316 Other comprehensive (loss) income: Currency translation adjustments (37 ) — — 98 — 61 Net change in unrecognized loss on derivative instruments, net of tax — — — (23 ) — (23 ) Employee benefit plans adjustment, net of tax — — — 1 — 1 Other comprehensive (loss) income (37 ) — — 76 — 39 Equity in other comprehensive income (loss) of subsidiaries 72 (66 ) 21 — (27 ) — Comprehensive income (loss) 342 283 (20 ) 489 (739 ) 355 Comprehensive income attributable to noncontrolling interests — — — 13 — 13 Comprehensive income (loss) attributable to Aptiv $ 342 $ 283 $ (20 ) $ 476 $ (739 ) $ 342 Statement of Comprehensive Income Three Months Ended March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 335 $ 384 $ (57 ) $ 437 $ (747 ) $ 352 Other comprehensive (loss) income: Currency translation adjustments (30 ) — — 116 — 86 Net change in unrecognized gain on derivative instruments, net of tax — — — 39 — 39 Employee benefit plans adjustment, net of tax — — — 4 — 4 Other comprehensive (loss) income (30 ) — — 159 — 129 Equity in other comprehensive income (loss) of subsidiaries 158 29 48 — (235 ) — Comprehensive income (loss) 463 413 (9 ) 596 (982 ) 481 Comprehensive income attributable to noncontrolling interests — — — 18 — 18 Comprehensive income (loss) attributable to Aptiv $ 463 $ 413 $ (9 ) $ 578 $ (982 ) $ 463 Balance Sheet as of March 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ — $ — $ 1,343 $ — $ 1,345 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,646 — 2,646 Intercompany receivables, current 52 15 1,707 10,211 (11,985 ) — Inventories — — — 1,202 — 1,202 Other current assets — — — 732 — 732 Total current assets 54 15 1,707 16,135 (11,985 ) 5,926 Long-term assets: Intercompany receivables, long-term — — 768 1,399 (2,167 ) — Property, net — — — 2,890 — 2,890 Investments in affiliates — — — 101 — 101 Investments in subsidiaries 12,417 14,636 2,156 — (29,209 ) — Intangible assets, net — — — 3,184 — 3,184 Other long-term assets 65 — 7 387 — 459 Total long-term assets 12,482 14,636 2,931 7,961 (31,376 ) 6,634 Total assets $ 12,536 $ 14,651 $ 4,638 $ 24,096 $ (43,361 ) $ 12,560 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 55 $ 5 $ — $ 60 Accounts payable 1 — — 2,281 — 2,282 Intercompany payables, current 5,986 3,375 1,073 1,551 (11,985 ) — Accrued liabilities 27 — 3 1,336 — 1,366 Total current liabilities 6,014 3,375 1,131 5,173 (11,985 ) 3,708 Long-term liabilities: Long-term debt 3,055 — 1,074 34 — 4,163 Intercompany payables, long-term — — 1,315 852 (2,167 ) — Pension benefit obligations — — — 460 — 460 Other long-term liabilities — — — 531 — 531 Total long-term liabilities 3,055 — 2,389 1,877 (2,167 ) 5,154 Total liabilities 9,069 3,375 3,520 7,050 (14,152 ) 8,862 Total Aptiv shareholders’ equity 3,467 11,276 1,118 16,815 (29,209 ) 3,467 Noncontrolling interest — — — 231 — 231 Total shareholders’ equity 3,467 11,276 1,118 17,046 (29,209 ) 3,698 Total liabilities and shareholders’ equity $ 12,536 $ 14,651 $ 4,638 $ 24,096 $ (43,361 ) $ 12,560 Balance Sheet as of December 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 1 $ — $ — $ 1,595 $ — $ 1,596 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,440 — 2,440 Intercompany receivables, current 50 16 82 9,867 (10,015 ) — Inventories — — — 1,083 — 1,083 Other current assets — — — 521 — 521 Total current assets 51 16 82 15,507 (10,015 ) 5,641 Long-term assets: Intercompany receivables, long-term — — 768 1,366 (2,134 ) — Property, net — — — 2,804 — 2,804 Investments in affiliates — — — 91 — 91 Investments in subsidiaries 11,987 12,599 3,416 — (28,002 ) — Intangible assets, net — — — 3,163 — 3,163 Other long-term assets 60 — 8 402 — 470 Total long-term assets 12,047 12,599 4,192 7,826 (30,136 ) 6,528 Total assets $ 12,098 $ 12,615 $ 4,274 $ 23,333 $ (40,151 ) $ 12,169 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 13 $ 4 $ — $ 17 Accounts payable 2 — — 2,225 — 2,227 Intercompany payables, current 5,689 1,736 1,032 1,558 (10,015 ) — Accrued liabilities 91 — 10 1,195 — 1,296 Total current liabilities 5,782 1,736 1,055 4,982 (10,015 ) 3,540 Long-term liabilities: Long-term debt 3,017 — 1,078 37 — 4,132 Intercompany payables, long-term — — 1,297 837 (2,134 ) — Pension benefit obligations — — — 454 — 454 Other long-term liabilities — — — 526 — 526 Total long-term liabilities 3,017 — 2,375 1,854 (2,134 ) 5,112 Total liabilities 8,799 1,736 3,430 6,836 (12,149 ) 8,652 Total Aptiv shareholders’ equity 3,299 10,879 844 16,279 (28,002 ) 3,299 Noncontrolling interest — — — 218 — 218 Total shareholders’ equity 3,299 10,879 844 16,497 (28,002 ) 3,517 Total liabilities and shareholders’ equity $ 12,098 $ 12,615 $ 4,274 $ 23,333 $ (40,151 ) $ 12,169 Statement of Cash Flows for the Three Months Ended March 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (36 ) $ — $ — $ 222 $ — $ 186 Net cash used in operating activities from discontinued operations — — — (31 ) — (31 ) Net cash (used in) provided by operating activities (36 ) — — 191 — 155 Cash flows from investing activities: Capital expenditures — — — (243 ) — (243 ) Proceeds from sale of property / investments — — — 3 — 3 Deposit for acquisition of KUM (5 ) — — — — (5 ) Loans to affiliates — — — (250 ) 250 — Net cash (used in) provided by investing activities from continuing operations (5 ) — — (490 ) 250 (245 ) Net cash provided by investing activities from discontinued operations — — — — — — Net cash (used in) provided by investing activities (5 ) — — (490 ) 250 (245 ) Cash flows from financing activities: Net borrowings under other short-term debt agreements — — — 35 — 35 Proceeds from borrowings from affiliates 250 — — — (250 ) — Repurchase of ordinary shares (149 ) — — — — (149 ) Distribution of cash dividends (59 ) — — — — (59 ) Taxes withheld and paid on employees' restricted share awards — — — (32 ) — (32 ) Net cash provided by (used in) financing activities 42 — — 3 (250 ) (205 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 44 — 44 Increase (decrease) in cash, cash equivalents and restricted cash 1 — — (252 ) — (251 ) Cash, cash equivalents and restricted cash at beginning of period 1 — — 1,596 — 1,597 Cash, cash equivalents and restricted cash at end of period $ 2 $ — $ — $ 1,344 $ — $ 1,346 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ — $ — $ — Cash, cash equivalents and restricted cash of continuing operations $ 2 $ — $ — $ 1,344 $ — $ 1,346 Statement of Cash Flows for the Three Months Ended March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (26 ) $ — $ — $ 284 $ — $ 258 Net cash provided by operating activities from discontinued operations — — — 32 — 32 Net cash (used in) provided by operating activities (26 ) — — 316 — 290 Cash flows from investing activities: Capital expenditures — — — (164 ) — (164 ) Cost of business acquisitions, net of cash acquired — — — (40 ) — (40 ) Cost of technology investments — — — (15 ) — (15 ) Loans to affiliates — — — (297 ) 297 — Net cash (used in) provided by investing activities from continuing operations — — — (516 ) 297 (219 ) Net cash used in investing activities from discontinued operations — — — (51 ) — (51 ) Net cash (used in) provided by investing activities — — — (567 ) 297 (270 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (4 ) — (4 ) Contingent consideration and deferred acquisition purchase price payments — — — (20 ) — (20 ) Dividend payments of consolidated affiliates to minority shareholders — — — (10 ) — (10 ) Proceeds from borrowings from affiliates 297 — — — (297 ) — Repurchase of ordinary shares (194 ) — — — — (194 ) Distribution of cash dividends (78 ) — — — — (78 ) Taxes withheld and paid on employees' restricted share awards — — — (26 ) — (26 ) Net cash provided by (used in) financing activities 25 — — (60 ) (297 ) (332 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 21 — 21 Decrease in cash, cash equivalents and restricted cash (1 ) — — (290 ) — (291 ) Cash, cash equivalents and restricted cash at beginning of period 2 — — 837 — 839 Cash, cash equivalents and restricted cash at end of period $ 1 $ — $ — $ 547 $ — $ 548 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ 61 $ — $ 61 Cash, cash equivalents and restricted cash of continuing operations $ 1 $ — $ — $ 486 $ — $ 487 |