| 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 11. Debt, Aptiv Corporation (the “Subsidiary Issuer/Guarantor”), a 100% owned subsidiary of Aptiv PLC (the “Parent”), issued the 2013 Senior Notes and the 2014 Senior Notes, both of which were registered under the Securities Act, and is the borrower of obligations under the Credit Agreement. The 2013 Senior Notes were subsequently redeemed and extinguished in September 2016. The 2014 Senior Notes and obligations under the Credit Agreement are, and prior to their redemption, the 2013 Senior Notes were, 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 (“Non-Guarantor Subsidiaries”) are not subject to the guarantees. Notes Issued by the Parent As described in Note 11. 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 Non-Guarantor Subsidiaries are not subject to the guarantees. 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 on 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 December 31, 2018. Statement of Operations Year Ended December 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 14,435 $ — $ 14,435 Operating expenses: Cost of sales — — — 11,706 — 11,706 Selling, general and administrative 27 — — 966 — 993 Amortization — — — 154 — 154 Restructuring — — — 109 — 109 Total operating expenses 27 — — 12,935 — 12,962 Operating (loss) income (27 ) — — 1,500 — 1,473 Interest (expense) income (141 ) (147 ) (200 ) (25 ) 372 (141 ) Other income (expense), net — 1 80 293 (372 ) 2 (Loss) income from continuing operations before income taxes and equity income (168 ) (146 ) (120 ) 1,768 — 1,334 Income tax benefit (expense) — — 27 (277 ) — (250 ) (Loss) income from continuing operations before equity income (168 ) (146 ) (93 ) 1,491 — 1,084 Equity in net income of affiliates — — — 23 — 23 Equity in net income (loss) of subsidiaries 1,235 1,221 33 — (2,489 ) — Income (loss) from continuing operations 1,067 1,075 (60 ) 1,514 (2,489 ) 1,107 Income from discontinued operations, net of tax — — — — — — Net income (loss) 1,067 1,075 (60 ) 1,514 (2,489 ) 1,107 Net income attributable to noncontrolling interest — — — 40 — 40 Net income (loss) attributable to Aptiv $ 1,067 $ 1,075 $ (60 ) $ 1,474 $ (2,489 ) $ 1,067 Statement of Operations Year Ended December 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 12,884 $ — $ 12,884 Operating expenses: Cost of sales — — — 10,270 — 10,270 Selling, general and administrative 137 — — 815 — 952 Amortization — — — 117 — 117 Restructuring — — — 129 — 129 Total operating expenses 137 — — 11,331 — 11,468 Operating (loss) income (137 ) — — 1,553 — 1,416 Interest (expense) income (255 ) (24 ) (174 ) (11 ) 324 (140 ) Other income (expense), net — 144 13 146 (324 ) (21 ) (Loss) income from continuing operations before income taxes and equity income (392 ) 120 (161 ) 1,688 — 1,255 Income tax benefit (expense) — — 59 (282 ) — (223 ) (Loss) income from continuing operations before equity income (392 ) 120 (102 ) 1,406 — 1,032 Equity in net income of affiliates — — — 31 — 31 Equity in net income (loss) of subsidiaries 1,747 1,623 62 — (3,432 ) — Income (loss) from continuing operations 1,355 1,743 (40 ) 1,437 (3,432 ) 1,063 Income from discontinued operations, net of tax — — — 365 — 365 Net income (loss) 1,355 1,743 (40 ) 1,802 (3,432 ) 1,428 Net income attributable to noncontrolling interest — — — 73 — 73 Net income (loss) attributable to Aptiv $ 1,355 $ 1,743 $ (40 ) $ 1,729 $ (3,432 ) $ 1,355 Statement of Operations Year Ended December 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 12,274 $ — $ 12,274 Operating expenses: Cost of sales — — — 9,527 — 9,527 Selling, general and administrative 87 — — 837 — 924 Amortization — — — 117 — 117 Restructuring — — — 167 — 167 Total operating expenses 87 — — 10,648 — 10,735 Operating (loss) income (87 ) — — 1,626 — 1,539 Interest (expense) income (208 ) (23 ) (202 ) (67 ) 345 (155 ) Other (expense) income, net (5 ) (163 ) (11 ) 140 (345 ) (384 ) (Loss) income from continuing operations before income taxes and equity income (300 ) (186 ) (213 ) 1,699 — 1,000 Income tax benefit (expense) 60 — 78 (305 ) — (167 ) (Loss) income from continuing operations before equity income (240 ) (186 ) (135 ) 1,394 — 833 Equity in net income of affiliates — — — 35 — 35 Equity in net income (loss) of subsidiaries 1,497 1,531 359 — (3,387 ) — Income (loss) from continuing operations 1,257 1,345 224 1,429 (3,387 ) 868 Income from discontinued operations, net of tax — — — 458 — 458 Net income (loss) 1,257 1,345 224 1,887 (3,387 ) 1,326 Net income attributable to noncontrolling interest — — — 69 — 69 Net income (loss) attributable to Aptiv $ 1,257 $ 1,345 $ 224 $ 1,818 $ (3,387 ) $ 1,257 Statement of Comprehensive Income Year Ended December 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,067 $ 1,075 $ (60 ) $ 1,514 $ (2,489 ) $ 1,107 Other comprehensive income (loss): Currency translation adjustments 67 — — (261 ) — (194 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (39 ) — (39 ) Employee benefit plans adjustment, net of tax — — — 2 — 2 Other comprehensive income (loss) 67 — — (298 ) — (231 ) Equity in other comprehensive (loss) income of subsidiaries (290 ) (177 ) 25 — 442 — Comprehensive income (loss) 844 898 (35 ) 1,216 (2,047 ) 876 Comprehensive income attributable to noncontrolling interests — — — 32 — 32 Comprehensive income (loss) attributable to Aptiv $ 844 $ 898 $ (35 ) $ 1,184 $ (2,047 ) $ 844 Statement of Comprehensive Income Year Ended December 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,355 $ 1,743 $ (40 ) $ 1,802 $ (3,432 ) $ 1,428 Other comprehensive (loss) income: Currency translation adjustments (177 ) — — 492 — 315 Net change in unrecognized gain on derivative instruments, net of tax — — — 15 — 15 Employee benefit plans adjustment, net of tax — — — 11 — 11 Other comprehensive (loss) income (177 ) — — 518 — 341 Equity in other comprehensive income (loss) of subsidiaries 508 533 31 — (1,072 ) — Comprehensive income (loss) 1,686 2,276 (9 ) 2,320 (4,504 ) 1,769 Comprehensive income attributable to noncontrolling interests — — — 83 — 83 Comprehensive income (loss) attributable to Aptiv $ 1,686 $ 2,276 $ (9 ) $ 2,237 $ (4,504 ) $ 1,686 Statement of Comprehensive Income Year Ended December 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,257 $ 1,345 $ 224 $ 1,887 $ (3,387 ) $ 1,326 Other comprehensive income (loss): Currency translation adjustments 65 — — (212 ) — (147 ) Net change in unrecognized gain on derivative instruments, net of tax — — — 95 — 95 Employee benefit plans adjustment, net of tax — — — (139 ) — (139 ) Other comprehensive income (loss) 65 — — (256 ) — (191 ) Equity in other comprehensive (loss) income of subsidiaries (247 ) (243 ) 2 — 488 — Comprehensive income (loss) 1,075 1,102 226 1,631 (2,899 ) 1,135 Comprehensive income attributable to noncontrolling interests — — — 60 — 60 Comprehensive income (loss) attributable to Aptiv $ 1,075 $ 1,102 $ 226 $ 1,571 $ (2,899 ) $ 1,075 Balance Sheet as of December 31, 2018 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 1 $ — $ — $ 566 $ — $ 567 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,487 — 2,487 Intercompany receivables, current 54 16 3,114 4,201 (7,385 ) — Inventories — — — 1,277 — 1,277 Other current assets — — — 445 — 445 Total current assets 55 16 3,114 8,977 (7,385 ) 4,777 Long-term assets: Intercompany receivables, long-term — — 768 1,424 (2,192 ) — Property, net — — — 3,179 — 3,179 Investments in affiliates — — — 99 — 99 Investments in subsidiaries 7,392 7,860 1,156 — (16,408 ) — Intangible assets, net — — — 3,904 — 3,904 Other long-term assets — — 6 515 — 521 Total long-term assets 7,392 7,860 1,930 9,121 (18,600 ) 7,703 Total assets $ 7,447 $ 7,876 $ 5,044 $ 18,098 $ (25,985 ) $ 12,480 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 25 $ 281 $ — $ 306 Accounts payable 2 — — 2,332 — 2,334 Intercompany payables, current 791 4,479 2,115 — (7,385 ) — Accrued liabilities 31 — 11 1,012 — 1,054 Total current liabilities 824 4,479 2,151 3,625 (7,385 ) 3,694 Long-term liabilities: Long-term debt 2,953 — 1,055 30 — 4,038 Intercompany payables, long-term — — 1,296 896 (2,192 ) — Pension benefit obligations — — — 445 — 445 Other long-term liabilities — — — 633 — 633 Total long-term liabilities 2,953 — 2,351 2,004 (2,192 ) 5,116 Total liabilities 3,777 4,479 4,502 5,629 (9,577 ) 8,810 Total Aptiv shareholders’ equity 3,670 3,397 542 12,258 (16,408 ) 3,459 Noncontrolling interest — — — 211 — 211 Total shareholders’ equity 3,670 3,397 542 12,469 (16,408 ) 3,670 Total liabilities and shareholders’ equity $ 7,447 $ 7,876 $ 5,044 $ 18,098 $ (25,985 ) $ 12,480 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 11,269 1,925 — (25,181 ) — Intangible assets, net — — — 3,163 — 3,163 Other long-term assets 60 — 8 402 — 470 Total long-term assets 12,047 11,269 2,701 7,826 (27,315 ) 6,528 Total assets $ 12,098 $ 11,285 $ 2,783 $ 23,333 $ (37,330 ) $ 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 9,549 (647 ) 16,279 (25,181 ) 3,299 Noncontrolling interest — — — 218 — 218 Total shareholders’ equity 3,299 9,549 (647 ) 16,497 (25,181 ) 3,517 Total liabilities and shareholders’ equity $ 12,098 $ 11,285 $ 2,783 $ 23,333 $ (37,330 ) $ 12,169 Statement of Cash Flows for the Year Ended December 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 $ (170 ) $ — $ — $ 1,810 $ — $ 1,640 Net cash used in operating activities from discontinued operations — — — (12 ) — (12 ) Net cash (used in) provided by operating activities (170 ) — — 1,798 — 1,628 Cash flows from investing activities: Capital expenditures — — — (846 ) — (846 ) Proceeds from sale of property / investments — — — 13 — 13 Cost of business acquisitions, net of cash acquired — — — (1,197 ) — (1,197 ) Cost of technology investments — — — (16 ) — (16 ) Return of investment from subsidiaries 5,879 4,971 — — (10,850 ) — Settlement of derivatives — — — (2 ) — (2 ) Loans to affiliates — — — (3,629 ) 3,629 — Repayments of loans from affiliates — — — 7,598 (7,598 ) — Investments in subsidiaries (100 ) — — — 100 — Net cash provided by (used in) investing activities from continuing operations 5,779 4,971 — 1,921 (14,719 ) (2,048 ) Net cash used in investing activities from discontinued operations — — — — — — Net cash provided by (used in) investing activities 5,779 4,971 — 1,921 (14,719 ) (2,048 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 255 — 255 Contingent consideration and deferred acquisition purchase price payments — — — (13 ) — (13 ) Dividend payments of consolidated affiliates to minority shareholders — — — (30 ) — (30 ) Proceeds from borrowings from affiliates 1,002 2,627 — — (3,629 ) — Payments on borrowings from affiliates (5,879 ) (1,719 ) — — 7,598 — Investment from parent — — — 100 (100 ) — Dividends paid to affiliates — (5,879 ) — (4,971 ) 10,850 — Repurchase of ordinary shares (499 ) — — — — (499 ) Distribution of cash dividends (233 ) — — — — (233 ) Taxes withheld and paid on employees’ restricted share awards — — — (35 ) — (35 ) Net cash (used in) provided by financing activities (5,609 ) (4,971 ) — (4,694 ) 14,719 (555 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — (54 ) — (54 ) Decrease in cash, cash equivalents and restricted cash — — — (1,029 ) — (1,029 ) Cash, cash equivalents and restricted cash at beginning of year 1 — — 1,596 — 1,597 Cash, cash equivalents and restricted cash at end of year $ 1 $ — $ — $ 567 $ — $ 568 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ — $ — $ — Cash, cash equivalents and restricted cash of continuing operations $ 1 $ — $ — $ 567 $ — $ 568 Statement of Cash Flows for the Year Ended December 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 $ (93 ) $ (184 ) $ — $ 1,383 $ — $ 1,106 Net cash provided by operating activities from discontinued operations — — — 362 — 362 Net cash (used in) provided by operating activities (93 ) (184 ) — 1,745 — 1,468 Cash flows from investing activities: Capital expenditures — — — (698 ) — (698 ) Proceeds from sale of property / investments — — — 7 — 7 Cost of business acquisitions, net of cash acquired — — — (324 ) — (324 ) Cost of technology investments — — — (50 ) — (50 ) Settlement of derivatives — — — (28 ) — (28 ) Loans to affiliates — (126 ) — (986 ) 1,112 — Repayments of loans from affiliates — — — 1,345 (1,345 ) — Net cash used in investing activities from continuing operations — (126 ) — (734 ) (233 ) (1,093 ) Net cash used in investing activities from discontinued operations — — — (159 ) — (159 ) Net cash used in investing activities — (126 ) — (893 ) (233 ) (1,252 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (17 ) — (17 ) Contingent consideration and deferred acquisition purchase price payments — — — (24 ) — (24 ) Dividend payments of consolidated affiliates to minority shareholders — — — (38 ) — (38 ) Proceeds from issuance of senior notes, net of issuance costs — — — 796 — 796 Proceeds from borrowings from affiliates 802 310 — — (1,112 ) — Payments on borrowings from affiliates (1,345 ) — — — 1,345 — Repurchase of ordinary shares (383 ) — — — — (383 ) Distribution of cash dividends (310 ) — — — — (310 ) Dividend received from spin-off of Delphi Technologies 1,148 — — — — 1,148 Cash transferred from Delphi Technologies related to spin-off 180 — — — — 180 Cash transferred to Delphi Technologies related to spin-off — — — (863 ) — (863 ) Taxes withheld and paid on employees’ restricted share awards — — — (33 ) — (33 ) Net cash provided by (used in) financing activities 92 310 — (179 ) 233 456 Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 86 — 86 (Decrease) increase in cash, cash equivalents and restricted cash (1 ) — — 759 — 758 Cash, cash equivalents and restricted cash at beginning of year 2 — — 837 — 839 Cash, cash equivalents and restricted cash at end of year $ 1 $ — $ — $ 1,596 $ — $ 1,597 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ — $ — $ — Cash, cash equivalents and restricted cash of continuing operations $ 1 $ — $ — $ 1,596 $ — $ 1,597 Statement of Cash Flows for the Year Ended December 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (141 ) $ 125 $ — $ 1,510 $ — $ 1,494 Net cash provided by operating activities from discontinued operations — — — 447 — 447 Net cash (used in) provided by operating activities (141 ) 125 — 1,957 — 1,941 Cash flows from investing activities: Capital expenditures — — — (657 ) — (657 ) Proceeds from sale of property / investments — — — 19 — 19 Net proceeds from divestiture of discontinued operations — — — 48 — 48 Proceeds from business divestitures — — — 197 — 197 Cost of business acquisitions, net of cash acquired — — (15 ) — — (15 ) Cost of technology investments — — (3 ) — — (3 ) Settlement of derivatives — — — (1 ) — (1 ) Loans to affiliates — (979 ) — (1,346 ) 2,325 — Repayments of loans from affiliates — — — 353 (353 ) — Investments in subsidiaries (854 ) — (350 ) — 1,204 — Net cash (used in) provided by investing activities from continuing operations (854 ) (979 ) (368 ) (1,387 ) 3,176 (412 ) Net cash used in investing activities from discontinued operations — — — (166 ) — (166 ) Net cash (used in) provided by investing activities (854 ) (979 ) (368 ) (1,553 ) 3,176 (578 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (34 ) — (34 ) Repayment of senior notes — — (862 ) — — (862 ) Proceeds from issuance of senior notes, net of issuance costs 852 — — — — 852 Contingent consideration and deferred acquisition purchase price payments — — — (4 ) — (4 ) Dividend payments of consolidated affiliates to minority shareholders — — — (42 ) — (42 ) Proceeds from borrowings from affiliates 1,095 — 1,230 — (2,325 ) — Payments on borrowings from affiliates (353 ) — — — 353 — Investment from parent 350 854 — — (1,204 ) — Repurchase of ordinary shares (634 ) — — — — (634 ) Distribution of cash dividends (317 ) — — — — (317 ) Taxes withheld and paid on employees’ restricted share awards — — — (40 ) — (40 ) Net cash provided by (used in) financing activities 993 854 368 (120 ) (3,176 ) (1,081 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — (23 ) — (23 ) (Decrease) increase in cash, cash equivalents and restricted cash (2 ) — — 261 — 259 Cash, cash equivalents and restricted cash at beginning of year 4 — — 576 — 580 Cash, cash equivalents and restricted cash at end of year $ 2 $ — $ — $ 837 $ — $ 839 Cash, cash equivalents and restricted cash of discontinued operations $ — $ — $ — $ 101 $ — $ 101 Cash, cash equivalents and restricted cash of continuing operations $ 2 $ — $ — $ 736 $ — $ 738 |
