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, Aptiv 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 Aptiv 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. The historical presentation of the supplemental guarantor and non-guarantor condensed consolidating financial statements have been revised to be consistent with the presentation of the entities that comprise the structure of the Subsidiary Guarantors as of June 30, 2018. Statement of Operations Three Months Ended June 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,684 $ — $ 3,684 Operating expenses: Cost of sales — — — 2,958 — 2,958 Selling, general and administrative 19 — — 241 — 260 Amortization — — — 30 — 30 Restructuring — — — 15 — 15 Total operating expenses 19 — — 3,244 — 3,263 Operating (loss) income (19 ) — — 440 — 421 Interest (expense) income (33 ) (24 ) (47 ) (2 ) 70 (36 ) Other income (expense), net — 1 1 61 (70 ) (7 ) (Loss) income from continuing operations before income taxes and equity income (52 ) (23 ) (46 ) 499 — 378 Income tax benefit (expense) — — 10 (93 ) — (83 ) (Loss) income from continuing operations before equity income (52 ) (23 ) (36 ) 406 — 295 Equity in net income of affiliates — — — 8 — 8 Equity in net income (loss) of subsidiaries 343 253 (80 ) — (516 ) — Income (loss) from continuing operations 291 230 (116 ) 414 (516 ) 303 Income from discontinued operations, net of tax — — — — — — Net income (loss) 291 230 (116 ) 414 (516 ) 303 Net income attributable to noncontrolling interest — — — 12 — 12 Net income (loss) attributable to Aptiv $ 291 $ 230 $ (116 ) $ 402 $ (516 ) $ 291 Statement of Operations Six Months Ended June 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 7,314 $ — $ 7,314 Operating expenses: Cost of sales — — — 5,905 — 5,905 Selling, general and administrative 15 — — 504 — 519 Amortization — — — 60 — 60 Restructuring — — — 35 — 35 Total operating expenses 15 — — 6,504 — 6,519 Operating (loss) income (15 ) — — 810 — 795 Interest (expense) income (94 ) (31 ) (90 ) (3 ) 148 (70 ) Other income (expense), net — 1 1 169 (148 ) 23 (Loss) income from continuing operations before income taxes and equity income (109 ) (30 ) (89 ) 976 — 748 Income tax benefit (expense) — — 20 (162 ) — (142 ) (Loss) income from continuing operations before equity income (109 ) (30 ) (69 ) 814 — 606 Equity in net income of affiliates — — — 13 — 13 Equity in net income (loss) of subsidiaries 707 624 (88 ) — (1,243 ) — Income (loss) from continuing operations 598 594 (157 ) 827 (1,243 ) 619 Income from discontinued operations, net of tax — — — — — — Net income (loss) 598 594 (157 ) 827 (1,243 ) 619 Net income attributable to noncontrolling interest — — — 21 — 21 Net income (loss) attributable to Aptiv $ 598 $ 594 $ (157 ) $ 806 $ (1,243 ) $ 598 Statement of Operations Three Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,153 $ — $ 3,153 Operating expenses: Cost of sales — — — 2,498 — 2,498 Selling, general and administrative 29 — — 202 — 231 Amortization — — — 29 — 29 Restructuring — — — 31 — 31 Total operating expenses 29 — — 2,760 — 2,789 Operating (loss) income (29 ) — — 393 — 364 Interest (expense) income (63 ) (1 ) (43 ) (4 ) 76 (35 ) Other income (expense), net — 56 — 28 (76 ) 8 (Loss) income from continuing operations before income taxes and equity income (92 ) 55 (43 ) 417 — 337 Income tax benefit (expense) 1 — 16 (55 ) — (38 ) (Loss) income from continuing operations before equity income (91 ) 55 (27 ) 362 — 299 Equity in net income of affiliates — — — 7 — 7 Equity in net income (loss) of subsidiaries 460 405 49 — (914 ) — Income (loss) from continuing operations 369 460 22 369 (914 ) 306 Income from discontinued operations, net of tax — — — 80 — 80 Net income (loss) 369 460 22 449 (914 ) 386 Net income attributable to noncontrolling interest — — — 17 — 17 Net income (loss) attributable to Aptiv $ 369 $ 460 $ 22 $ 432 $ (914 ) $ 369 Statement of Operations Six Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 6,296 $ — $ 6,296 Operating expenses: Cost of sales — — — 5,042 — 5,042 Selling, general and administrative 35 — — 421 — 456 Amortization — — — 58 — 58 Restructuring — — — 83 — 83 Total operating expenses 35 — — 5,604 — 5,639 Operating (loss) income (35 ) — — 692 — 657 Interest (expense) income (122 ) (4 ) (86 ) (5 ) 149 (68 ) Other income (expense), net — 66 1 67 (149 ) (15 ) (Loss) income from continuing operations before income taxes and equity income (157 ) 62 (85 ) 754 — 574 Income tax benefit (expense) 1 — 31 (89 ) — (57 ) (Loss) income from continuing operations before equity income (156 ) 62 (54 ) 665 — 517 Equity in net income of affiliates — — — 18 — 18 Equity in net income (loss) of subsidiaries 860 798 19 — (1,677 ) — Income (loss) from continuing operations 704 860 (35 ) 683 (1,677 ) 535 Income from discontinued operations, net of tax — — — 203 — 203 Net income (loss) 704 860 (35 ) 886 (1,677 ) 738 Net income attributable to noncontrolling interest — — — 34 — 34 Net income (loss) attributable to Aptiv $ 704 $ 860 $ (35 ) $ 852 $ (1,677 ) $ 704 Statement of Comprehensive Income Three Months Ended June 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 291 $ 230 $ (116 ) $ 414 $ (516 ) $ 303 Other comprehensive income (loss): Currency translation adjustments 90 — — (283 ) — (193 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (10 ) — (10 ) Employee benefit plans adjustment, net of tax — — — 9 — 9 Other comprehensive income (loss) 90 — — (284 ) — (194 ) Equity in other comprehensive (loss) income of subsidiaries (276 ) (125 ) (20 ) — 421 — Comprehensive income (loss) 105 105 (136 ) 130 (95 ) 109 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Comprehensive income (loss) attributable to Aptiv $ 105 $ 105 $ (136 ) $ 126 $ (95 ) $ 105 Statement of Comprehensive Income Six Months Ended June 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 598 $ 594 $ (157 ) $ 827 $ (1,243 ) $ 619 Other comprehensive income (loss): Currency translation adjustments 53 — — (185 ) — (132 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (33 ) — (33 ) Employee benefit plans adjustment, net of tax — — — 10 — 10 Other comprehensive income (loss) 53 — — (208 ) — (155 ) Equity in other comprehensive (loss) income of subsidiaries (204 ) (147 ) 1 — 350 — Comprehensive income (loss) 447 447 (156 ) 619 (893 ) 464 Comprehensive income attributable to noncontrolling interests — — — 17 — 17 Comprehensive income (loss) attributable to Aptiv $ 447 $ 447 $ (156 ) $ 602 $ (893 ) $ 447 Statement of Comprehensive Income Three Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 369 $ 460 $ 22 $ 449 $ (914 ) $ 386 Other comprehensive (loss) income: Currency translation adjustments (73 ) — — 176 — 103 Net change in unrecognized gain on derivative instruments, net of tax — — — 4 — 4 Employee benefit plans adjustment, net of tax — — — 1 — 1 Other comprehensive (loss) income (73 ) — — 181 — 108 Equity in other comprehensive income (loss) of subsidiaries 178 14 13 — (205 ) — Comprehensive income (loss) 474 474 35 630 (1,119 ) 494 Comprehensive income attributable to noncontrolling interests — — — 20 — 20 Comprehensive income (loss) attributable to Aptiv $ 474 $ 474 $ 35 $ 610 $ (1,119 ) $ 474 Statement of Comprehensive Income Six Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 704 $ 860 $ (35 ) $ 886 $ (1,677 ) $ 738 Other comprehensive (loss) income: Currency translation adjustments (103 ) — — 292 — 189 Net change in unrecognized gain on derivative instruments, net of tax — — — 43 — 43 Employee benefit plans adjustment, net of tax — — — 5 — 5 Other comprehensive (loss) income (103 ) — — 340 — 237 Equity in other comprehensive income (loss) of subsidiaries 336 77 61 — (474 ) — Comprehensive income (loss) 937 937 26 1,226 (2,151 ) 975 Comprehensive income attributable to noncontrolling interests — — — 38 — 38 Comprehensive income (loss) attributable to Aptiv $ 937 $ 937 $ 26 $ 1,188 $ (2,151 ) $ 937 Balance Sheet as of June 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ — $ — $ 968 $ — $ 970 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,598 — 2,598 Intercompany receivables, current 6 15 2,088 3,884 (5,993 ) — Inventories — — — 1,265 — 1,265 Other current assets — — — 506 — 506 Total current assets 8 15 2,088 9,222 (5,993 ) 5,340 Long-term assets: Intercompany receivables, long-term — — 768 1,432 (2,200 ) — Property, net — — — 2,972 — 2,972 Investments in affiliates — — — 99 — 99 Investments in subsidiaries 6,606 10,408 2,012 — (19,026 ) — Intangible assets, net — — — 3,402 — 3,402 Other long-term assets 60 — 7 436 — 503 Total long-term assets 6,666 10,408 2,787 8,341 (21,226 ) 6,976 Total assets $ 6,674 $ 10,423 $ 4,875 $ 17,563 $ (27,219 ) $ 12,316 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 18 $ 4 $ — $ 22 Accounts payable — — — 2,307 — 2,307 Intercompany payables, current 151 4,307 1,535 — (5,993 ) — Accrued liabilities 35 — 10 1,064 — 1,109 Total current liabilities 186 4,307 1,563 3,375 (5,993 ) 3,438 Long-term liabilities: Long-term debt 2,965 — 1,069 33 — 4,067 Intercompany payables, long-term — — 1,334 866 (2,200 ) — Pension benefit obligations — — — 432 — 432 Other long-term liabilities — — — 621 — 621 Total long-term liabilities 2,965 — 2,403 1,952 (2,200 ) 5,120 Total liabilities 3,151 4,307 3,966 5,327 (8,193 ) 8,558 Total Aptiv shareholders’ equity 3,523 6,116 909 12,001 (19,026 ) 3,523 Noncontrolling interest — — — 235 — 235 Total shareholders’ equity 3,523 6,116 909 12,236 (19,026 ) 3,758 Total liabilities and shareholders’ equity $ 6,674 $ 10,423 $ 4,875 $ 17,563 $ (27,219 ) $ 12,316 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 13,707 3,416 — (29,110 ) — Intangible assets, net — — — 3,163 — 3,163 Other long-term assets 60 — 8 402 — 470 Total long-term assets 12,047 13,707 4,192 7,826 (31,244 ) 6,528 Total assets $ 12,098 $ 13,723 $ 4,274 $ 23,333 $ (41,259 ) $ 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 11,987 844 16,279 (29,110 ) 3,299 Noncontrolling interest — — — 218 — 218 Total shareholders’ equity 3,299 11,987 844 16,497 (29,110 ) 3,517 Total liabilities and shareholders’ equity $ 12,098 $ 13,723 $ 4,274 $ 23,333 $ (41,259 ) $ 12,169 Statement of Cash Flows for the Six Months Ended June 30, 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 $ (91 ) $ — $ — $ 843 $ — $ 752 Net cash used in operating activities from discontinued operations — — — (52 ) — (52 ) Net cash (used in) provided by operating activities (91 ) — — 791 — 700 Cash flows from investing activities: Capital expenditures — — — (449 ) — (449 ) Proceeds from sale of property / investments — — — 6 — 6 Cost of business acquisitions, net of cash acquired — — — (512 ) — (512 ) Return of investment from subsidiaries 5,879 4,971 — — (10,850 ) — Settlement of derivatives — — — (6 ) — (6 ) Loans to affiliates — — — (2,985 ) 2,985 — Repayments of loans from affiliates — — — 7,598 (7,598 ) — Net cash provided by (used in) investing activities from continuing operations 5,879 4,971 — 3,652 (15,463 ) (961 ) Net cash provided by investing activities from discontinued operations — — — — — — Net cash provided by (used in) investing activities 5,879 4,971 — 3,652 (15,463 ) (961 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (15 ) — (15 ) Contingent consideration and deferred acquisition purchase price payments — — — (5 ) — (5 ) Proceeds from borrowings from affiliates 358 2,627 — — (2,985 ) — Payments on borrowings from affiliates (5,879 ) (1,719 ) — — 7,598 — Dividends paid to affiliates — (5,879 ) — (4,971 ) 10,850 — Repurchase of ordinary shares (149 ) — — — — (149 ) Distribution of cash dividends (117 ) — — — — (117 ) Taxes withheld and paid on employees' restricted share awards — — — (35 ) — (35 ) Net cash (used in) provided by financing activities (5,787 ) (4,971 ) — (5,026 ) 15,463 (321 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — (44 ) — (44 ) Increase (decrease) in cash, cash equivalents and restricted cash 1 — — (627 ) — (626 ) 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 $ — $ — $ 969 $ — $ 971 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ — $ — $ — Cash, cash equivalents and restricted cash of continuing operations $ 2 $ — $ — $ 969 $ — $ 971 Statement of Cash Flows for the Six Months Ended June 30, 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 $ (35 ) $ 26 $ — $ 681 $ — $ 672 Net cash provided by operating activities from discontinued operations — — — 217 — 217 Net cash (used in) provided by operating activities (35 ) 26 — 898 — 889 Cash flows from investing activities: Capital expenditures — — — (311 ) — (311 ) Proceeds from sale of property / investments — — — 2 — 2 Cost of business acquisitions, net of cash acquired — — — (40 ) — (40 ) Cost of technology investments — — — (25 ) — (25 ) Settlement of derivatives — — — (12 ) — (12 ) Loans to affiliates — (26 ) — (452 ) 478 — Net cash (used in) provided by investing activities from continuing operations — (26 ) — (838 ) 478 (386 ) Net cash used in investing activities from discontinued operations — — — (77 ) — (77 ) Net cash (used in) provided by investing activities — (26 ) — (915 ) 478 (463 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (5 ) — (5 ) 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 478 — — — (478 ) — Repurchase of ordinary shares (289 ) — — — — (289 ) Distribution of cash dividends (156 ) — — — — (156 ) Taxes withheld and paid on employees' restricted share awards — — — (33 ) — (33 ) Net cash provided by (used in) financing activities 33 — — (68 ) (478 ) (513 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 41 — 41 Decrease in cash, cash equivalents and restricted cash (2 ) — — (44 ) — (46 ) Cash, cash equivalents and restricted cash at beginning of period 2 — — 837 — 839 Cash, cash equivalents and restricted cash at end of period $ — $ — $ — $ 793 $ — $ 793 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ 78 $ — $ 78 Cash, cash equivalents and restricted cash of continuing operations $ — $ — $ — $ 715 $ — $ 715 |