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 September 30, 2018. Statement of Operations Three Months Ended September 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,485 $ — $ 3,485 Operating expenses: Cost of sales — — — 2,834 — 2,834 Selling, general and administrative 38 — — 194 — 232 Amortization — — — 31 — 31 Restructuring — — — 65 — 65 Total operating expenses 38 — — 3,124 — 3,162 Operating (loss) income (38 ) — — 361 — 323 Interest (expense) income (22 ) (30 ) (52 ) (6 ) 76 (34 ) Other income (expense), net — — 5 75 (76 ) 4 (Loss) income from continuing operations before income taxes and equity income (60 ) (30 ) (47 ) 430 — 293 Income tax benefit (expense) — — 11 (77 ) — (66 ) (Loss) income from continuing operations before equity income (60 ) (30 ) (36 ) 353 — 227 Equity in net income of affiliates — — — 4 — 4 Equity in net income (loss) of subsidiaries 282 282 78 — (642 ) — Income (loss) from continuing operations 222 252 42 357 (642 ) 231 Income from discontinued operations, net of tax — — — — — — Net income (loss) 222 252 42 357 (642 ) 231 Net income attributable to noncontrolling interest — — — 9 — 9 Net income (loss) attributable to Aptiv $ 222 $ 252 $ 42 $ 348 $ (642 ) $ 222 Statement of Operations Nine Months Ended September 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 10,799 $ — $ 10,799 Operating expenses: Cost of sales — — — 8,739 — 8,739 Selling, general and administrative 53 — — 698 — 751 Amortization — — — 91 — 91 Restructuring — — — 100 — 100 Total operating expenses 53 — — 9,628 — 9,681 Operating (loss) income (53 ) — — 1,171 — 1,118 Interest (expense) income (116 ) (61 ) (142 ) (9 ) 224 (104 ) Other income (expense), net — 1 6 244 (224 ) 27 (Loss) income from continuing operations before income taxes and equity income (169 ) (60 ) (136 ) 1,406 — 1,041 Income tax benefit (expense) — — 31 (239 ) — (208 ) (Loss) income from continuing operations before equity income (169 ) (60 ) (105 ) 1,167 — 833 Equity in net income of affiliates — — — 17 — 17 Equity in net income (loss) of subsidiaries 989 906 (10 ) — (1,885 ) — Income (loss) from continuing operations 820 846 (115 ) 1,184 (1,885 ) 850 Income from discontinued operations, net of tax — — — — — — Net income (loss) 820 846 (115 ) 1,184 (1,885 ) 850 Net income attributable to noncontrolling interest — — — 30 — 30 Net income (loss) attributable to Aptiv $ 820 $ 846 $ (115 ) $ 1,154 $ (1,885 ) $ 820 Statement of Operations Three Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,148 $ — $ 3,148 Operating expenses: Cost of sales — — — 2,498 — 2,498 Selling, general and administrative 37 — — 193 — 230 Amortization — — — 29 — 29 Restructuring — — — 18 — 18 Total operating expenses 37 — — 2,738 — 2,775 Operating (loss) income (37 ) — — 410 — 373 Interest (expense) income (66 ) (10 ) (44 ) (2 ) 87 (35 ) Other income (expense), net — 39 1 40 (87 ) (7 ) (Loss) income from continuing operations before income taxes and equity income (103 ) 29 (43 ) 448 — 331 Income tax (expense) benefit (1 ) — 16 (46 ) — (31 ) (Loss) income from continuing operations before equity income (104 ) 29 (27 ) 402 — 300 Equity in net income of affiliates — — — 6 — 6 Equity in net income (loss) of subsidiaries 499 470 40 — (1,009 ) — Income (loss) from continuing operations 395 499 13 408 (1,009 ) 306 Income from discontinued operations, net of tax — — — 107 — 107 Net income (loss) 395 499 13 515 (1,009 ) 413 Net income attributable to noncontrolling interest — — — 18 — 18 Net income (loss) attributable to Aptiv $ 395 $ 499 $ 13 $ 497 $ (1,009 ) $ 395 Statement of Operations Nine Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 9,444 $ — $ 9,444 Operating expenses: Cost of sales — — — 7,540 — 7,540 Selling, general and administrative 72 — — 614 — 686 Amortization — — — 87 — 87 Restructuring — — — 101 — 101 Total operating expenses 72 — — 8,342 — 8,414 Operating (loss) income (72 ) — — 1,102 — 1,030 Interest (expense) income (188 ) (14 ) (130 ) (7 ) 236 (103 ) Other income (expense), net — 105 2 107 (236 ) (22 ) (Loss) income from continuing operations before income taxes and equity income (260 ) 91 (128 ) 1,202 — 905 Income tax benefit (expense) — — 47 (135 ) — (88 ) (Loss) income from continuing operations before equity income (260 ) 91 (81 ) 1,067 — 817 Equity in net income of affiliates — — — 24 — 24 Equity in net income (loss) of subsidiaries 1,359 1,268 59 — (2,686 ) — Income (loss) from continuing operations 1,099 1,359 (22 ) 1,091 (2,686 ) 841 Income from discontinued operations, net of tax — — — 310 — 310 Net income (loss) 1,099 1,359 (22 ) 1,401 (2,686 ) 1,151 Net income attributable to noncontrolling interest — — — 52 — 52 Net income (loss) attributable to Aptiv $ 1,099 $ 1,359 $ (22 ) $ 1,349 $ (2,686 ) $ 1,099 Statement of Comprehensive Income Three Months Ended September 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 222 $ 252 $ 42 $ 357 $ (642 ) $ 231 Other comprehensive (loss) income: Currency translation adjustments (22 ) — — (14 ) — (36 ) Net change in unrecognized gain on derivative instruments, net of tax — — — 14 — 14 Employee benefit plans adjustment, net of tax — — — 2 — 2 Other comprehensive (loss) income (22 ) — — 2 — (20 ) Equity in other comprehensive income (loss) of subsidiaries 6 110 32 — (148 ) — Comprehensive income (loss) 206 362 74 359 (790 ) 211 Comprehensive income attributable to noncontrolling interests — — — 5 — 5 Comprehensive income (loss) attributable to Aptiv $ 206 $ 362 $ 74 $ 354 $ (790 ) $ 206 Statement of Comprehensive Income Nine Months Ended September 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 820 $ 846 $ (115 ) $ 1,184 $ (1,885 ) $ 850 Other comprehensive income (loss): Currency translation adjustments 31 — — (199 ) — (168 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (19 ) — (19 ) Employee benefit plans adjustment, net of tax — — — 12 — 12 Other comprehensive income (loss) 31 — — (206 ) — (175 ) Equity in other comprehensive (loss) income of subsidiaries (198 ) (37 ) 33 — 202 — Comprehensive income (loss) 653 809 (82 ) 978 (1,683 ) 675 Comprehensive income attributable to noncontrolling interests — — — 22 — 22 Comprehensive income (loss) attributable to Aptiv $ 653 $ 809 $ (82 ) $ 956 $ (1,683 ) $ 653 Statement of Comprehensive Income Three Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 395 $ 499 $ 13 $ 515 $ (1,009 ) $ 413 Other comprehensive (loss) income: Currency translation adjustments (44 ) — — 131 — 87 Net change in unrecognized loss on derivative instruments, net of tax — — — (9 ) — (9 ) Employee benefit plans adjustment, net of tax — — — (6 ) — (6 ) Other comprehensive (loss) income (44 ) — — 116 — 72 Equity in other comprehensive income (loss) of subsidiaries 113 (35 ) (7 ) — (71 ) — Comprehensive income (loss) 464 464 6 631 (1,080 ) 485 Comprehensive income attributable to noncontrolling interests — — — 21 — 21 Comprehensive income (loss) attributable to Aptiv $ 464 $ 464 $ 6 $ 610 $ (1,080 ) $ 464 Statement of Comprehensive Income Nine Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,099 $ 1,359 $ (22 ) $ 1,401 $ (2,686 ) $ 1,151 Other comprehensive (loss) income: Currency translation adjustments (147 ) — — 423 — 276 Net change in unrecognized gain on derivative instruments, net of tax — — — 34 — 34 Employee benefit plans adjustment, net of tax — — — (1 ) — (1 ) Other comprehensive (loss) income (147 ) — — 456 — 309 Equity in other comprehensive income (loss) of subsidiaries 449 42 54 — (545 ) — Comprehensive income (loss) 1,401 1,401 32 1,857 (3,231 ) 1,460 Comprehensive income attributable to noncontrolling interests — — — 59 — 59 Comprehensive income (loss) attributable to Aptiv $ 1,401 $ 1,401 $ 32 $ 1,798 $ (3,231 ) $ 1,401 Balance Sheet as of September 30, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 1 $ — $ — $ 770 $ — $ 771 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,635 — 2,635 Intercompany receivables, current 1 16 2,038 4,758 (6,813 ) — Inventories — — — 1,358 — 1,358 Other current assets — — — 439 — 439 Total current assets 2 16 2,038 9,961 (6,813 ) 5,204 Long-term assets: Intercompany receivables, long-term — — 768 1,465 (2,233 ) — Property, net — — — 3,056 — 3,056 Investments in affiliates — — — 101 — 101 Investments in subsidiaries 6,957 10,994 2,191 — (20,142 ) — Intangible assets, net — — — 3,378 — 3,378 Other long-term assets — — 6 582 — 588 Total long-term assets 6,957 10,994 2,965 8,582 (22,375 ) 7,123 Total assets $ 6,959 $ 11,010 $ 5,003 $ 18,543 $ (29,188 ) $ 12,327 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 20 $ 4 $ — $ 24 Accounts payable — — — 2,254 — 2,254 Intercompany payables, current 327 4,392 1,673 421 (6,813 ) — Accrued liabilities 35 — 3 1,071 — 1,109 Total current liabilities 362 4,392 1,696 3,750 (6,813 ) 3,387 Long-term liabilities: Long-term debt 2,989 — 1,064 31 — 4,084 Intercompany payables, long-term — — 1,352 881 (2,233 ) — Pension benefit obligations — — — 439 — 439 Other long-term liabilities — — — 608 — 608 Total long-term liabilities 2,989 — 2,416 1,959 (2,233 ) 5,131 Total liabilities 3,351 4,392 4,112 5,709 (9,046 ) 8,518 Total Aptiv shareholders’ equity 3,608 6,618 891 12,633 (20,142 ) 3,608 Noncontrolling interest — — — 201 — 201 Total shareholders’ equity 3,608 6,618 891 12,834 (20,142 ) 3,809 Total liabilities and shareholders’ equity $ 6,959 $ 11,010 $ 5,003 $ 18,543 $ (29,188 ) $ 12,327 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 Nine Months Ended September 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 $ (111 ) $ — $ — $ 1,001 $ — $ 890 Net cash used in operating activities from discontinued operations — — — (19 ) — (19 ) Net cash (used in) provided by operating activities (111 ) — — 982 — 871 Cash flows from investing activities: Capital expenditures — — — (661 ) — (661 ) Proceeds from sale of property / investments — — — 10 — 10 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 — — — (3,127 ) 3,127 — Repayments of loans from affiliates — — — 7,598 (7,598 ) — Net cash provided by (used in) investing activities from continuing operations 5,879 4,971 — 3,302 (15,321 ) (1,169 ) Net cash provided by investing activities from discontinued operations — — — — — — Net cash provided by (used in) investing activities 5,879 4,971 — 3,302 (15,321 ) (1,169 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (19 ) — (19 ) Contingent consideration and deferred acquisition purchase price payments — — — (13 ) — (13 ) Dividend payments of consolidated affiliates to minority shareholders — — — (26 ) — (26 ) Proceeds from borrowings from affiliates 500 2,627 — — (3,127 ) — 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 (214 ) — — — — (214 ) Distribution of cash dividends (175 ) — — — — (175 ) Taxes withheld and paid on employees' restricted share awards — — — (35 ) — (35 ) Net cash (used in) provided by financing activities (5,768 ) (4,971 ) — (5,064 ) 15,321 (482 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — (45 ) — (45 ) Decrease in cash, cash equivalents and restricted cash — — — (825 ) — (825 ) 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 $ 1 $ — $ — $ 771 $ — $ 772 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ — $ — $ — Cash, cash equivalents and restricted cash of continuing operations $ 1 $ — $ — $ 771 $ — $ 772 Statement of Cash Flows for the Nine Months Ended September 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 $ (73 ) $ (255 ) $ — $ 1,013 $ — $ 685 Net cash provided by operating activities from discontinued operations — — — 355 — 355 Net cash (used in) provided by operating activities (73 ) (255 ) — 1,368 — 1,040 Cash flows from investing activities: Capital expenditures — — — (480 ) — (480 ) Proceeds from sale of property / investments — — — 6 — 6 Cost of business acquisitions, net of cash acquired — — — (40 ) — (40 ) Cost of technology investments — — — (50 ) — (50 ) Settlement of derivatives — — — (12 ) — (12 ) Loans to affiliates — (55 ) — (960 ) 1,015 — Repayments of loans from affiliates — — — 17 (17 ) — Net cash (used in) provided by investing activities from continuing operations — (55 ) — (1,519 ) 998 (576 ) Net cash used in investing activities from discontinued operations — — — (106 ) — (106 ) Net cash (used in) provided by investing activities — (55 ) — (1,625 ) 998 (682 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (8 ) — (8 ) Proceeds from issuance of senior notes, net of issuance costs — — — 796 — 796 Contingent consideration and deferred acquisition purchase price payments — — — (24 ) — (24 ) Dividend payments of consolidated affiliates to minority shareholders — — — (10 ) — (10 ) Proceeds from borrowings from affiliates 705 310 — — (1,015 ) — Payments on borrowings from affiliates (17 ) — — — 17 — Repurchase of ordinary shares (383 ) — — — — (383 ) Distribution of cash dividends (233 ) — — — — (233 ) Taxes withheld and paid on employees' restricted share awards — — — (33 ) — (33 ) Net cash provided by (used in) financing activities 72 310 — 721 (998 ) 105 Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 52 — 52 (Decrease) increase in cash, cash equivalents and restricted cash (1 ) — — 516 — 515 Cash, cash equivalents and restricted cash at beginning of period 2 — — 837 — 839 Cash, cash equivalents and restricted cash at end of period $ 1 $ — $ — $ 1,353 $ — $ 1,354 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ 891 $ — $ 891 Cash, cash equivalents and restricted cash of continuing operations $ 1 $ — $ — $ 462 $ — $ 463 |