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Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements | 9 Months Ended
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Sep. 30, 2018
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements [Abstract] |
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 |

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