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 Euro-denominated Senior Notes, the 4.25% Senior Notes, the 2016 Euro-denominated Senior Notes, the 2016 Senior Notes and the 2019 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. Three Months Ended March 31, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,575 $ — $ 3,575 Operating expenses: Cost of sales — — — 2,962 — 2,962 Selling, general and administrative (39 ) — — 295 — 256 Amortization — — — 34 — 34 Restructuring — — — 26 — 26 Total operating expenses (39 ) — — 3,317 — 3,278 Operating income 39 — — 258 — 297 Interest (expense) income (30 ) (48 ) (60 ) (17 ) 117 (38 ) Other (expense) income, net (6 ) — 36 103 (117 ) 16 Income (loss) before income taxes and equity income 3 (48 ) (24 ) 344 — 275 Income tax benefit (expense) — — 5 (38 ) — (33 ) Income (loss) before equity income 3 (48 ) (19 ) 306 — 242 Equity in net income of affiliates — — — 3 — 3 Equity in net income (loss) of subsidiaries 237 218 25 — (480 ) — Net income (loss) 240 170 6 309 (480 ) 245 Net income attributable to noncontrolling interest — — — 5 — 5 Net income (loss) attributable to Aptiv $ 240 $ 170 $ 6 $ 304 $ (480 ) $ 240 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 before income taxes and equity income (57 ) (7 ) (43 ) 477 — 370 Income tax benefit (expense) — — 10 (69 ) — (59 ) (Loss) income before equity income (57 ) (7 ) (33 ) 408 — 311 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 364 263 (29 ) — (598 ) — Net income (loss) 307 256 (62 ) 413 (598 ) 316 Net income attributable to noncontrolling interest — — — 9 — 9 Net income (loss) attributable to Aptiv $ 307 $ 256 $ (62 ) $ 404 $ (598 ) $ 307 Three Months Ended March 31, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 240 $ 170 $ 6 $ 309 $ (480 ) $ 245 Other comprehensive income (loss): Currency translation adjustments 23 — — (22 ) — 1 Net change in unrecognized gain on derivative instruments, net of tax — — — 19 — 19 Employee benefit plans adjustment, net of tax — — — 2 — 2 Other comprehensive income (loss) 23 — — (1 ) — 22 Equity in other comprehensive (loss) income of subsidiaries (2 ) 19 (10 ) — (7 ) — Comprehensive income (loss) 261 189 (4 ) 308 (487 ) 267 Comprehensive income attributable to noncontrolling interests — — — 6 — 6 Comprehensive income (loss) attributable to Aptiv $ 261 $ 189 $ (4 ) $ 302 $ (487 ) $ 261 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 $ 256 $ (62 ) $ 413 $ (598 ) $ 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 17 21 — (110 ) — Comprehensive income (loss) 342 273 (41 ) 489 (708 ) 355 Comprehensive income attributable to noncontrolling interests — — — 13 — 13 Comprehensive income (loss) attributable to Aptiv $ 342 $ 273 $ (41 ) $ 476 $ (708 ) $ 342 March 31, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ — $ — $ 321 $ — $ 321 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,736 — 2,736 Intercompany receivables, current 51 16 3,256 4,820 (8,143 ) — Inventories — — — 1,326 — 1,326 Other current assets — — — 435 — 435 Total current assets 51 16 3,256 9,639 (8,143 ) 4,819 Long-term assets: Intercompany receivables, long-term — — 768 1,458 (2,226 ) — Property, net — — — 3,218 — 3,218 Operating lease right-of-use assets — — — 434 — 434 Investments in affiliates — — — 102 — 102 Investments in subsidiaries 7,632 8,143 1,779 — (17,554 ) — Intangible assets, net — — — 3,837 — 3,837 Other long-term assets — — 5 604 — 609 Total long-term assets 7,632 8,143 2,552 9,653 (19,780 ) 8,200 Total assets $ 7,683 $ 8,159 $ 5,808 $ 19,292 $ (27,923 ) $ 13,019 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 205 $ 337 $ — $ 542 Accounts payable — — — 2,340 — 2,340 Intercompany payables, current 1,103 4,527 2,513 — (8,143 ) — Accrued liabilities 20 — 4 1,108 — 1,132 Total current liabilities 1,123 4,527 2,722 3,785 (8,143 ) 4,014 Long-term liabilities: Long-term debt 2,925 — 1,045 25 — 3,995 Intercompany payables, long-term — — 1,315 911 (2,226 ) — Pension benefit obligations — — — 440 — 440 Long-term operating lease liabilities — — — 350 — 350 Other long-term liabilities — — — 585 — 585 Total long-term liabilities 2,925 — 2,360 2,311 (2,226 ) 5,370 Total liabilities 4,048 4,527 5,082 6,096 (10,369 ) 9,384 Total Aptiv shareholders’ equity 3,635 3,632 726 12,979 (17,554 ) 3,418 Noncontrolling interest — — — 217 — 217 Total shareholders’ equity 3,635 3,632 726 13,196 (17,554 ) 3,635 Total liabilities and shareholders’ equity $ 7,683 $ 8,159 $ 5,808 $ 19,292 $ (27,923 ) $ 13,019 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 1,568 — (16,820 ) — Intangible assets, net — — — 3,904 — 3,904 Other long-term assets — — 6 515 — 521 Total long-term assets 7,392 7,860 2,342 9,121 (19,012 ) 7,703 Total assets $ 7,447 $ 7,876 $ 5,456 $ 18,098 $ (26,397 ) $ 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 3,397 954 12,258 (16,820 ) 3,459 Noncontrolling interest — — — 211 — 211 Total shareholders’ equity 3,670 3,397 954 12,469 (16,820 ) 3,670 Total liabilities and shareholders’ equity $ 7,447 $ 7,876 $ 5,456 $ 18,098 $ (26,397 ) $ 12,480 Three Months Ended March 31, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (10 ) $ — $ — $ 94 $ — $ 84 Net cash used in operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (10 ) — — 94 — 84 Cash flows from investing activities: Capital expenditures — — — (235 ) — (235 ) Proceeds from sale of property / investments — — — 3 — 3 Cost of business acquisitions, net of cash acquired — — — 2 — 2 Cost of technology investments — — — (3 ) — (3 ) Settlement of derivatives — — — (2 ) — (2 ) Loans to affiliates — — — (303 ) 303 — Repayments of loans from affiliates — — — 175 (175 ) — Net cash (used in) provided by investing activities — — — (363 ) 128 (235 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — 175 54 — 229 Repayment of senior notes (654 ) — — — — (654 ) Proceeds from issuance of senior notes, net of issuance costs 643 — — — — 643 Proceeds from borrowings from affiliates 303 — — — (303 ) — Payments on borrowings from affiliates — — (175 ) — 175 — Repurchase of ordinary shares (226 ) — — — — (226 ) Distribution of cash dividends (57 ) — — — — (57 ) Taxes withheld and paid on employees' restricted share awards — — — (34 ) — (34 ) Net cash provided by (used in) financing activities 9 — — 20 (128 ) (99 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 4 — 4 Decrease in cash, cash equivalents and restricted cash (1 ) — — (245 ) — (246 ) Cash, cash equivalents and restricted cash at beginning of period 1 — — 567 — 568 Cash, cash equivalents and restricted cash at end of period $ — $ — $ — $ 322 $ — $ 322 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 (5 ) — — (490 ) 250 (245 ) Cash flows from financing activities: Net proceeds 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 |