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. 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, 2019 . Statement of Operations Three Months Ended June 30, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,627 $ — $ 3,627 Operating expenses: Cost of sales — — — 2,958 — 2,958 Selling, general and administrative 26 — — 234 — 260 Amortization — — — 43 — 43 Restructuring — — — 31 — 31 Total operating expenses 26 — — 3,266 — 3,292 Operating (loss) income (26 ) — — 361 — 335 Interest (expense) income (33 ) (44 ) (25 ) (5 ) 64 (43 ) Other income (expense), net — — — 70 (64 ) 6 (Loss) income before income taxes and equity income (59 ) (44 ) (25 ) 426 — 298 Income tax benefit (expense) — — 6 (37 ) — (31 ) (Loss) income before equity income (59 ) (44 ) (19 ) 389 — 267 Equity in net income of affiliates — — — 4 — 4 Equity in net income (loss) of subsidiaries 333 131 — — (464 ) — Net income (loss) 274 87 (19 ) 393 (464 ) 271 Net loss attributable to noncontrolling interest — — — (3 ) — (3 ) Net income (loss) attributable to Aptiv $ 274 $ 87 $ (19 ) $ 396 $ (464 ) $ 274 Statement of Operations Six Months Ended June 30, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 7,202 $ — $ 7,202 Operating expenses: Cost of sales — — — 5,920 — 5,920 Selling, general and administrative (13 ) — — 529 — 516 Amortization — — — 77 — 77 Restructuring — — — 57 — 57 Total operating expenses (13 ) — — 6,583 — 6,570 Operating income 13 — — 619 — 632 Interest (expense) income (63 ) (92 ) (85 ) (22 ) 181 (81 ) Other (expense) income, net (6 ) — 36 173 (181 ) 22 (Loss) income before income taxes and equity income (56 ) (92 ) (49 ) 770 — 573 Income tax benefit (expense) — — 11 (75 ) — (64 ) (Loss) income before equity income (56 ) (92 ) (38 ) 695 — 509 Equity in net income of affiliates — — — 7 — 7 Equity in net income (loss) of subsidiaries 570 358 25 — (953 ) — Net income (loss) 514 266 (13 ) 702 (953 ) 516 Net income attributable to noncontrolling interest — — — 2 — 2 Net income (loss) attributable to Aptiv $ 514 $ 266 $ (13 ) $ 700 $ (953 ) $ 514 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 before income taxes and equity income (52 ) (23 ) (46 ) 499 — 378 Income tax benefit (expense) — — 10 (93 ) — (83 ) (Loss) income before equity income (52 ) (23 ) (36 ) 406 — 295 Equity in net income of affiliates — — — 8 — 8 Equity in net income (loss) of subsidiaries 343 233 (57 ) — (519 ) — Net income (loss) 291 210 (93 ) 414 (519 ) 303 Net income attributable to noncontrolling interest — — — 12 — 12 Net income (loss) attributable to Aptiv $ 291 $ 210 $ (93 ) $ 402 $ (519 ) $ 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 before income taxes and equity income (109 ) (30 ) (89 ) 976 — 748 Income tax benefit (expense) — — 20 (162 ) — (142 ) (Loss) income before equity income (109 ) (30 ) (69 ) 814 — 606 Equity in net income of affiliates — — — 13 — 13 Equity in net income (loss) of subsidiaries 707 499 (86 ) — (1,120 ) — Net income (loss) 598 469 (155 ) 827 (1,120 ) 619 Net income attributable to noncontrolling interest — — — 21 — 21 Net income (loss) attributable to Aptiv $ 598 $ 469 $ (155 ) $ 806 $ (1,120 ) $ 598 Statement of Comprehensive Income Three Months Ended June 30, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 274 $ 87 $ (19 ) $ 393 $ (464 ) $ 271 Other comprehensive loss: Currency translation adjustments (15 ) — — (5 ) — (20 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (1 ) — (1 ) Employee benefit plans adjustment, net of tax — — — 3 — 3 Other comprehensive loss (15 ) — — (3 ) — (18 ) Equity in other comprehensive (loss) income of subsidiaries (2 ) (8 ) 15 — (5 ) — Comprehensive income (loss) 257 79 (4 ) 390 (469 ) 253 Comprehensive loss attributable to noncontrolling interests — — — (4 ) — (4 ) Comprehensive income (loss) attributable to Aptiv $ 257 $ 79 $ (4 ) $ 394 $ (469 ) $ 257 Statement of Comprehensive Income Six Months Ended June 30, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 514 $ 266 $ (13 ) $ 702 $ (953 ) $ 516 Other comprehensive income (loss): Currency translation adjustments 8 — — (27 ) — (19 ) Net change in unrecognized gain on derivative instruments, net of tax — — — 18 — 18 Employee benefit plans adjustment, net of tax — — — 5 — 5 Other comprehensive income (loss) 8 — — (4 ) — 4 Equity in other comprehensive (loss) income of subsidiaries (4 ) 49 5 — (50 ) — Comprehensive income (loss) 518 315 (8 ) 698 (1,003 ) 520 Comprehensive income attributable to noncontrolling interests — — — 2 — 2 Comprehensive income (loss) attributable to Aptiv $ 518 $ 315 $ (8 ) $ 696 $ (1,003 ) $ 518 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 $ 210 $ (93 ) $ 414 $ (519 ) $ 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 ) (113 ) (20 ) — 409 — Comprehensive income (loss) 105 97 (113 ) 130 (110 ) 109 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Comprehensive income (loss) attributable to Aptiv $ 105 $ 97 $ (113 ) $ 126 $ (110 ) $ 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 $ 469 $ (155 ) $ 827 $ (1,120 ) $ 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 ) (102 ) 1 — 305 — Comprehensive income (loss) 447 367 (154 ) 619 (815 ) 464 Comprehensive income attributable to noncontrolling interests — — — 17 — 17 Comprehensive income (loss) attributable to Aptiv $ 447 $ 367 $ (154 ) $ 602 $ (815 ) $ 447 Balance Sheet as of June 30, 2019 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ — $ — $ 365 $ — $ 365 Restricted cash — — — 16 — 16 Accounts receivable, net — — — 2,679 — 2,679 Intercompany receivables, current 14 16 — 6,138 (6,168 ) — Inventories — — — 1,304 — 1,304 Other current assets — — — 490 — 490 Total current assets 14 16 — 10,992 (6,168 ) 4,854 Long-term assets: Intercompany receivables, long-term — — 768 384 (1,152 ) — Property, net — — — 3,248 — 3,248 Operating lease right-of-use assets — — — 433 — 433 Investments in affiliates — — — 103 — 103 Investments in subsidiaries 7,960 7,945 1,502 — (17,407 ) — Intangible assets, net — — — 3,822 — 3,822 Other long-term assets 1 — 5 642 — 648 Total long-term assets 7,961 7,945 2,275 8,632 (18,559 ) 8,254 Total assets $ 7,975 $ 7,961 $ 2,275 $ 19,624 $ (24,727 ) $ 13,108 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 195 $ 322 $ — $ 517 Accounts payable 2 — — 2,282 — 2,284 Intercompany payables, current 1,266 4,170 732 — (6,168 ) — Accrued liabilities 36 — 12 1,142 — 1,190 Total current liabilities 1,304 4,170 939 3,746 (6,168 ) 3,991 Long-term liabilities: Long-term debt 2,939 — 1,035 23 — 3,997 Intercompany payables, long-term — — 226 926 (1,152 ) — Pension benefit obligations — — — 439 — 439 Long-term operating lease liabilities — — — 350 — 350 Other long-term liabilities — — — 599 — 599 Total long-term liabilities 2,939 — 1,261 2,337 (1,152 ) 5,385 Total liabilities 4,243 4,170 2,200 6,083 (7,320 ) 9,376 Total Aptiv shareholders’ equity 3,732 3,791 75 13,328 (17,407 ) 3,519 Noncontrolling interest — — — 213 — 213 Total shareholders’ equity 3,732 3,791 75 13,541 (17,407 ) 3,732 Total liabilities and shareholders’ equity $ 7,975 $ 7,961 $ 2,275 $ 19,624 $ (24,727 ) $ 13,108 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 Statement of Cash Flows for the Six Months Ended June 30, 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 $ (2 ) $ — $ — $ 598 $ — $ 596 Net cash used in operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (2 ) — — 598 — 596 Cash flows from investing activities: Capital expenditures — — — (451 ) — (451 ) Proceeds from sale of property / investments — — — 9 — 9 Cost of business acquisitions, net of cash acquired — — — (23 ) — (23 ) Cost of technology investments — — — (3 ) — (3 ) Settlement of derivatives — — — (1 ) — (1 ) Loans to affiliates — — — (499 ) 499 — Repayments of loans from affiliates — — — 175 (175 ) — Net cash (used in) provided by investing activities — — — (793 ) 324 (469 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — 160 42 — 202 Net repayments under other long-term debt agreements — — (10 ) — — (10 ) Repayment of senior notes (654 ) — — — — (654 ) Proceeds from issuance of senior notes, net of issuance costs 641 — — — — 641 Proceeds from borrowings from affiliates 474 — 25 — (499 ) — Payments on borrowings from affiliates — — (175 ) — 175 — Repurchase of ordinary shares (346 ) — — — — (346 ) Distribution of cash dividends (114 ) — — — — (114 ) Taxes withheld and paid on employees' restricted share awards — — — (34 ) — (34 ) Net cash provided by (used in) financing activities 1 — — 8 (324 ) (315 ) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash — — — 1 — 1 Decrease in cash, cash equivalents and restricted cash (1 ) — — (186 ) — (187 ) Cash, cash equivalents and restricted cash at beginning of the period 1 — — 567 — 568 Cash, cash equivalents and restricted cash at end of the period $ — $ — $ — $ 381 $ — $ 381 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 — — — (2,990 ) 2,990 — Repayments of loans from affiliates — — — 7,598 (7,598 ) — Net cash provided by (used in) investing activities 5,879 4,971 — 3,647 (15,458 ) (961 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (10 ) — (10 ) Net repayments under other long-term debt agreements — — (5 ) — — (5 ) Contingent consideration and deferred acquisition purchase price payments — — — (5 ) — (5 ) Proceeds from borrowings from affiliates 358 2,627 5 — (2,990 ) — 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 ) — (5,021 ) 15,458 (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 the period 1 — — 1,596 — 1,597 Cash, cash equivalents and restricted cash at end of the period $ 2 $ — $ — $ 969 $ — $ 971 |