x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Jersey
|
|
98-1029562
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
|
|
x
.
|
|
|
|
Accelerated filer
|
¨
.
|
Non-accelerated filer
|
|
¨
.
|
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
.
|
|
|
|
|
|
|
Emerging growth company
|
¨
.
|
|
||
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|
Page
|
Part I - Financial Information
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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Part II - Other Information
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
|
|
|
||
Exhibits
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions, except per share amounts)
|
||||||
Net sales
|
$
|
3,630
|
|
|
$
|
3,143
|
|
Operating expenses:
|
|
|
|
||||
Cost of sales
|
2,947
|
|
|
2,544
|
|
||
Selling, general and administrative
|
259
|
|
|
225
|
|
||
Amortization
|
30
|
|
|
29
|
|
||
Restructuring (Note 7)
|
20
|
|
|
52
|
|
||
Total operating expenses
|
3,256
|
|
|
2,850
|
|
||
Operating income
|
374
|
|
|
293
|
|
||
Interest expense
|
(34
|
)
|
|
(33
|
)
|
||
Other income (expense), net (Note 16)
|
30
|
|
|
(23
|
)
|
||
Income from continuing operations before income taxes and equity income
|
370
|
|
|
237
|
|
||
Income tax expense
|
(59
|
)
|
|
(19
|
)
|
||
Income from continuing operations before equity income
|
311
|
|
|
218
|
|
||
Equity income, net of tax
|
5
|
|
|
11
|
|
||
Income from continuing operations
|
316
|
|
|
229
|
|
||
Income from discontinued operations, net of tax (Note 21)
|
—
|
|
|
123
|
|
||
Net income
|
316
|
|
|
352
|
|
||
Net income attributable to noncontrolling interest
|
9
|
|
|
17
|
|
||
Net income attributable to Aptiv
|
$
|
307
|
|
|
$
|
335
|
|
|
|
|
|
||||
Amounts attributable to Aptiv:
|
|
|
|
||||
Income from continuing operations
|
$
|
307
|
|
|
$
|
220
|
|
Income from discontinued operations
|
—
|
|
|
115
|
|
||
Net income
|
$
|
307
|
|
|
$
|
335
|
|
|
|
|
|
||||
Basic net income per share:
|
|
|
|
||||
Continuing operations
|
$
|
1.16
|
|
|
$
|
0.82
|
|
Discontinued operations
|
—
|
|
|
0.42
|
|
||
Basic net income per share attributable to Aptiv
|
$
|
1.16
|
|
|
$
|
1.24
|
|
Weighted average number of basic shares outstanding
|
265.69
|
|
|
269.20
|
|
||
|
|
|
|
||||
Diluted net income per share:
|
|
|
|
||||
Continuing operations
|
$
|
1.15
|
|
|
$
|
0.82
|
|
Discontinued operations
|
—
|
|
|
0.42
|
|
||
Diluted net income per share attributable to Aptiv
|
$
|
1.15
|
|
|
$
|
1.24
|
|
Weighted average number of diluted shares outstanding
|
266.44
|
|
|
269.54
|
|
||
|
|
|
|
||||
Cash dividends declared per share
|
$
|
—
|
|
|
$
|
0.29
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Net income
|
$
|
316
|
|
|
$
|
352
|
|
Other comprehensive income:
|
|
|
|
||||
Currency translation adjustments
|
61
|
|
|
86
|
|
||
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 14)
|
(23
|
)
|
|
39
|
|
||
Employee benefit plans adjustment, net of tax
|
1
|
|
|
4
|
|
||
Other comprehensive income
|
39
|
|
|
129
|
|
||
Comprehensive income
|
355
|
|
|
481
|
|
||
Comprehensive income attributable to noncontrolling interests
|
13
|
|
|
18
|
|
||
Comprehensive income attributable to Aptiv
|
$
|
342
|
|
|
$
|
463
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|||||
|
|
|
|
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,345
|
|
|
$
|
1,596
|
|
Restricted cash
|
1
|
|
|
1
|
|
||
Accounts receivable, net
|
2,646
|
|
|
2,440
|
|
||
Inventories (Note 3)
|
1,202
|
|
|
1,083
|
|
||
Other current assets (Note 4)
|
732
|
|
|
521
|
|
||
Total current assets
|
5,926
|
|
|
5,641
|
|
||
Long-term assets:
|
|
|
|
||||
Property, net
|
2,890
|
|
|
2,804
|
|
||
Investments in affiliates
|
101
|
|
|
91
|
|
||
Intangible assets, net (Note 2)
|
1,204
|
|
|
1,219
|
|
||
Goodwill (Note 2)
|
1,980
|
|
|
1,944
|
|
||
Other long-term assets (Note 4)
|
459
|
|
|
470
|
|
||
Total long-term assets
|
6,634
|
|
|
6,528
|
|
||
Total assets
|
$
|
12,560
|
|
|
$
|
12,169
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt (Note 8)
|
$
|
60
|
|
|
$
|
17
|
|
Accounts payable
|
2,282
|
|
|
2,227
|
|
||
Accrued liabilities (Note 5)
|
1,366
|
|
|
1,296
|
|
||
Total current liabilities
|
3,708
|
|
|
3,540
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt (Note 8)
|
4,163
|
|
|
4,132
|
|
||
Pension benefit obligations
|
460
|
|
|
454
|
|
||
Other long-term liabilities (Note 5)
|
531
|
|
|
526
|
|
||
Total long-term liabilities
|
5,154
|
|
|
5,112
|
|
||
Total liabilities
|
8,862
|
|
|
8,652
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 264,761,036 and 265,839,794 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
|
3
|
|
|
3
|
|
||
Additional paid-in-capital
|
1,622
|
|
|
1,649
|
|
||
Retained earnings
|
2,278
|
|
|
2,118
|
|
||
Accumulated other comprehensive loss (Note 13)
|
(436
|
)
|
|
(471
|
)
|
||
Total Aptiv shareholders’ equity
|
3,467
|
|
|
3,299
|
|
||
Noncontrolling interest
|
231
|
|
|
218
|
|
||
Total shareholders’ equity
|
3,698
|
|
|
3,517
|
|
||
Total liabilities and shareholders’ equity
|
$
|
12,560
|
|
|
$
|
12,169
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
316
|
|
|
$
|
352
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
123
|
|
||
Income from continuing operations
|
316
|
|
|
229
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
125
|
|
|
97
|
|
||
Amortization
|
30
|
|
|
29
|
|
||
Amortization of deferred debt issuance costs
|
2
|
|
|
2
|
|
||
Restructuring expense, net of cash paid
|
(16
|
)
|
|
18
|
|
||
Deferred income taxes
|
(7
|
)
|
|
5
|
|
||
Pension and other postretirement benefit expenses
|
11
|
|
|
9
|
|
||
Income from equity method investments, net of dividends received
|
(5
|
)
|
|
(10
|
)
|
||
Share-based compensation
|
13
|
|
|
13
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(206
|
)
|
|
(96
|
)
|
||
Inventories
|
(119
|
)
|
|
(110
|
)
|
||
Other assets
|
(49
|
)
|
|
(30
|
)
|
||
Accounts payable
|
140
|
|
|
55
|
|
||
Accrued and other long-term liabilities
|
2
|
|
|
50
|
|
||
Other, net
|
(40
|
)
|
|
5
|
|
||
Pension contributions
|
(11
|
)
|
|
(8
|
)
|
||
Net cash provided by operating activities from continuing operations
|
186
|
|
|
258
|
|
||
Net cash (used in) provided by operating activities from discontinued operations
|
(31
|
)
|
|
32
|
|
||
Net cash provided by operating activities
|
155
|
|
|
290
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(243
|
)
|
|
(164
|
)
|
||
Proceeds from sale of property / investments
|
3
|
|
|
—
|
|
||
Cost of business acquisitions, net of cash acquired
|
—
|
|
|
(40
|
)
|
||
Deposit for acquisition of KUM
|
(5
|
)
|
|
—
|
|
||
Cost of technology investments
|
—
|
|
|
(15
|
)
|
||
Net cash used in investing activities from continuing operations
|
(245
|
)
|
|
(219
|
)
|
||
Net cash used in investing activities from discontinued operations
|
—
|
|
|
(51
|
)
|
||
Net cash used in investing activities
|
(245
|
)
|
|
(270
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings (repayments) under other short-term debt agreements
|
35
|
|
|
(4
|
)
|
||
Contingent consideration and deferred acquisition purchase price payments
|
—
|
|
|
(20
|
)
|
||
Dividend payments of consolidated affiliates to minority shareholders
|
—
|
|
|
(10
|
)
|
||
Repurchase of ordinary shares
|
(149
|
)
|
|
(194
|
)
|
||
Distribution of cash dividends
|
(59
|
)
|
|
(78
|
)
|
||
Taxes withheld and paid on employees' restricted share awards
|
(32
|
)
|
|
(26
|
)
|
||
Net cash used in financing activities
|
(205
|
)
|
|
(332
|
)
|
||
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash
|
44
|
|
|
21
|
|
||
Decrease in cash, cash equivalents and restricted cash
|
(251
|
)
|
|
(291
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
1,597
|
|
|
839
|
|
||
Cash, cash equivalents and restricted cash at end of the period
|
$
|
1,346
|
|
|
$
|
548
|
|
Cash, cash equivalents and restricted cash of discontinued operations
|
$
|
—
|
|
|
$
|
61
|
|
Cash, cash equivalents and restricted cash of continuing operations
|
$
|
1,346
|
|
|
$
|
487
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Aptiv Shareholders’ Equity
|
|
Noncontrolling Interest
|
|
Total Shareholders’ Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||
Balance at January 1, 2018
|
266
|
|
|
$
|
3
|
|
|
$
|
1,649
|
|
|
$
|
2,118
|
|
|
$
|
(471
|
)
|
|
$
|
3,299
|
|
|
$
|
218
|
|
|
$
|
3,517
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
307
|
|
|
9
|
|
|
316
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
|
4
|
|
|
39
|
|
|||||||
Taxes withheld on employees' restricted share award vestings
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||||
Repurchase of ordinary shares
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|
(141
|
)
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|||||||
Share-based compensation
|
1
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||||
Distribution of Delphi Technologies
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Adjustment for recently adopted accounting pronouncements (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||||
Balance at March 31, 2018
|
265
|
|
|
$
|
3
|
|
|
$
|
1,622
|
|
|
$
|
2,278
|
|
|
$
|
(436
|
)
|
|
$
|
3,467
|
|
|
$
|
231
|
|
|
$
|
3,698
|
|
|
Percentage of Total Net Sales
|
|
|
Accounts and Other Receivables
|
||||||||||
|
Three Months Ended March 31,
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||||||
|
2018
|
|
2017
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
(in millions)
|
||||||||
GM (1)
|
11
|
%
|
|
15
|
%
|
|
|
$
|
237
|
|
|
$
|
204
|
|
VW
|
8
|
%
|
|
9
|
%
|
|
|
165
|
|
|
145
|
|
(1)
|
Net sales to GM includes net sales to GM's former European Opel business prior to its sale to PSA Peugeot Citroën ("PSA") on August 1, 2017, after which date these sales are excluded from net sales to GM.
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Productive material
|
$
|
675
|
|
|
$
|
584
|
|
Work-in-process
|
107
|
|
|
100
|
|
||
Finished goods
|
420
|
|
|
399
|
|
||
Total
|
$
|
1,202
|
|
|
$
|
1,083
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Value added tax receivable
|
$
|
162
|
|
|
$
|
160
|
|
Prepaid insurance and other expenses
|
116
|
|
|
104
|
|
||
Reimbursable engineering costs
|
44
|
|
|
33
|
|
||
Notes receivable
|
15
|
|
|
16
|
|
||
Income and other taxes receivable
|
62
|
|
|
46
|
|
||
Deposits to vendors
|
8
|
|
|
8
|
|
||
Derivative financial instruments (Note 14)
|
34
|
|
|
30
|
|
||
Accounts receivable to be remitted to Delphi Technologies (Note 21)
|
289
|
|
|
123
|
|
||
Other
|
2
|
|
|
1
|
|
||
Total
|
$
|
732
|
|
|
$
|
521
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Deferred income taxes, net
|
$
|
183
|
|
|
$
|
185
|
|
Unamortized Revolving Credit Facility debt issuance costs (Note 8)
|
7
|
|
|
8
|
|
||
Income and other taxes receivable
|
11
|
|
|
22
|
|
||
Reimbursable engineering costs
|
72
|
|
|
66
|
|
||
Value added tax receivable
|
38
|
|
|
37
|
|
||
Equity investments (Note 17)
|
56
|
|
|
56
|
|
||
Derivative financial instruments (Note 14)
|
2
|
|
|
8
|
|
||
Other
|
90
|
|
|
88
|
|
||
Total
|
$
|
459
|
|
|
$
|
470
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Payroll-related obligations
|
$
|
238
|
|
|
$
|
218
|
|
Employee benefits, including current pension obligations
|
74
|
|
|
116
|
|
||
Income and other taxes payable
|
234
|
|
|
233
|
|
||
Warranty obligations (Note 6)
|
46
|
|
|
41
|
|
||
Restructuring (Note 7)
|
81
|
|
|
90
|
|
||
Customer deposits
|
32
|
|
|
28
|
|
||
Derivative financial instruments (Note 14)
|
30
|
|
|
15
|
|
||
Accrued interest
|
29
|
|
|
41
|
|
||
Dividends payable
|
—
|
|
|
59
|
|
||
Accounts payable to be remitted on behalf of Delphi Technologies (Note 21)
|
267
|
|
|
132
|
|
||
Other
|
335
|
|
|
323
|
|
||
Total
|
$
|
1,366
|
|
|
$
|
1,296
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Environmental (Note 10)
|
$
|
4
|
|
|
$
|
4
|
|
Extended disability benefits
|
9
|
|
|
9
|
|
||
Warranty obligations (Note 6)
|
17
|
|
|
17
|
|
||
Restructuring (Note 7)
|
40
|
|
|
42
|
|
||
Payroll-related obligations
|
10
|
|
|
10
|
|
||
Accrued income taxes
|
156
|
|
|
154
|
|
||
Deferred income taxes, net
|
218
|
|
|
222
|
|
||
Derivative financial instruments (Note 14)
|
5
|
|
|
11
|
|
||
Other
|
72
|
|
|
57
|
|
||
Total
|
$
|
531
|
|
|
$
|
526
|
|
|
Warranty Obligations
|
||
|
|
||
|
(in millions)
|
||
Accrual balance at beginning of period
|
$
|
58
|
|
Provision for estimated warranties incurred during the period
|
9
|
|
|
Changes in estimate for pre-existing warranties
|
2
|
|
|
Settlements made during the period (in cash or in kind)
|
(8
|
)
|
|
Foreign currency translation and other
|
2
|
|
|
Accrual balance at end of period
|
$
|
63
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Signal and Power Solutions
|
$
|
18
|
|
|
$
|
13
|
|
Advanced Safety and User Experience
|
2
|
|
|
39
|
|
||
Total
|
$
|
20
|
|
|
$
|
52
|
|
|
Employee Termination Benefits Liability
|
|
Other Exit Costs Liability
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Accrual balance at January 1, 2018
|
$
|
131
|
|
|
$
|
1
|
|
|
$
|
132
|
|
Provision for estimated expenses incurred during the period
|
20
|
|
|
—
|
|
|
20
|
|
|||
Payments made during the period
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|||
Foreign currency and other
|
5
|
|
|
—
|
|
|
5
|
|
|||
Accrual balance at March 31, 2018
|
$
|
120
|
|
|
$
|
1
|
|
|
$
|
121
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
3.15%, senior notes, due 2020 (net of $2 and $2 unamortized issuance costs and $1 and $1 discount, respectively)
|
$
|
647
|
|
|
$
|
647
|
|
4.15%, senior notes, due 2024 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)
|
695
|
|
|
695
|
|
||
1.50%, Euro-denominated senior notes, due 2025 (net of $4 and $4 unamortized issuance costs and $3 and $3 discount, respectively)
|
855
|
|
|
833
|
|
||
4.25%, senior notes, due 2026 (net of $4 and $4 unamortized issuance costs, respectively)
|
646
|
|
|
646
|
|
||
1.60%, Euro-denominated senior notes, due 2028 (net of $4 and $4 unamortized issuance costs and $0 and $1 discount, respectively)
|
611
|
|
|
595
|
|
||
4.40%, senior notes, due 2046 (net of $3 and $3 unamortized issuance costs and $2 and $2 discount, respectively)
|
295
|
|
|
295
|
|
||
Tranche A Term Loan, due 2021 (net of $1 and $2 unamortized issuance costs, respectively)
|
394
|
|
|
396
|
|
||
Capital leases and other
|
80
|
|
|
42
|
|
||
Total debt
|
4,223
|
|
|
4,149
|
|
||
Less: current portion
|
(60
|
)
|
|
(17
|
)
|
||
Long-term debt
|
$
|
4,163
|
|
|
$
|
4,132
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
|
LIBOR plus
|
|
ABR plus
|
|
LIBOR plus
|
|
ABR plus
|
||||
Revolving Credit Facility
|
1.10
|
%
|
|
0.10
|
%
|
|
1.10
|
%
|
|
0.10
|
%
|
Tranche A Term Loan
|
1.25
|
%
|
|
0.25
|
%
|
|
1.25
|
%
|
|
0.25
|
%
|
|
|
|
Borrowings as of
|
|
|
|||
|
|
|
March 31, 2018
|
|
Rate effective as of
|
|||
|
Applicable Rate
|
|
(in millions)
|
|
March 31, 2018
|
|||
Tranche A Term Loan
|
LIBOR plus 1.25%
|
|
$
|
395
|
|
|
3.06
|
%
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended March 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Expected return on plan assets
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment loss
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial losses
|
4
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
11
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions, except per share data)
|
||||||
Numerator:
|
|
|
|
||||
Income from continuing operations
|
$
|
307
|
|
|
$
|
220
|
|
Income from discontinued operations
|
—
|
|
|
115
|
|
||
Net income attributable to Aptiv
|
$
|
307
|
|
|
$
|
335
|
|
Denominator:
|
|
|
|
||||
Weighted average ordinary shares outstanding, basic
|
265.69
|
|
|
269.20
|
|
||
Dilutive shares related to restricted stock units ("RSUs")
|
0.75
|
|
|
0.34
|
|
||
Weighted average ordinary shares outstanding, including dilutive shares
|
266.44
|
|
|
269.54
|
|
||
|
|
|
|
||||
Basic net income per share:
|
|
|
|
||||
Continuing operations
|
$
|
1.16
|
|
|
$
|
0.82
|
|
Discontinued operations
|
—
|
|
|
0.42
|
|
||
Basic net income per share attributable to Aptiv
|
$
|
1.16
|
|
|
$
|
1.24
|
|
Diluted net income per share:
|
|
|
|
||||
Continuing operations
|
$
|
1.15
|
|
|
$
|
0.82
|
|
Discontinued operations
|
—
|
|
|
0.42
|
|
||
Diluted net income per share attributable to Aptiv
|
$
|
1.15
|
|
|
$
|
1.24
|
|
Anti-dilutive securities share impact
|
—
|
|
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Total number of shares repurchased
|
1,676,144
|
|
|
2,555,703
|
|
||
Average price paid per share
|
$
|
89.17
|
|
|
$
|
75.52
|
|
Total (in millions)
|
$
|
149
|
|
|
$
|
193
|
|
|
Dividend
|
|
Amount
|
||||
|
Per Share
|
|
(in millions)
|
||||
2018:
|
|
|
|
||||
First quarter
|
$
|
0.22
|
|
|
$
|
59
|
|
Total
|
$
|
0.22
|
|
|
$
|
59
|
|
2017:
|
|
|
|
||||
Fourth quarter
|
$
|
0.29
|
|
|
$
|
77
|
|
Third quarter
|
0.29
|
|
|
77
|
|
||
Second quarter
|
0.29
|
|
|
78
|
|
||
First quarter
|
0.29
|
|
|
78
|
|
||
Total
|
$
|
1.16
|
|
|
$
|
310
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Foreign currency translation adjustments:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(369
|
)
|
|
$
|
(799
|
)
|
Aggregate adjustment for the period (1)
|
57
|
|
|
85
|
|
||
Balance at end of period
|
(312
|
)
|
|
(714
|
)
|
||
|
|
|
|
||||
Gains (losses) on derivatives:
|
|
|
|
||||
Balance at beginning of period
|
4
|
|
|
(11
|
)
|
||
Other comprehensive income before reclassifications (net tax effect of $4 and $15)
|
(18
|
)
|
|
26
|
|
||
Reclassification to income (net tax effect of $1 and $9)
|
(5
|
)
|
|
13
|
|
||
Balance at end of period
|
(19
|
)
|
|
28
|
|
||
|
|
|
|
||||
Pension and postretirement plans:
|
|
|
|
||||
Balance at beginning of period
|
(106
|
)
|
|
(405
|
)
|
||
Other comprehensive income before reclassifications (net tax effect of $1 and $3)
|
(3
|
)
|
|
(3
|
)
|
||
Reclassification to income (net tax effect of $0 and $2)
|
4
|
|
|
7
|
|
||
Balance at end of period
|
(105
|
)
|
|
(401
|
)
|
||
|
|
|
|
||||
Accumulated other comprehensive loss, end of period
|
$
|
(436
|
)
|
|
$
|
(1,087
|
)
|
(1)
|
Includes losses of
$37 million
and
$30 million
for the
three months ended
March 31, 2018
and
2017
, respectively, related to non-derivative net investment hedges, principally offset by the foreign currency impact of intra-entity loans that are of a long-term investment nature in each period. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.
|
(1)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 9. Pension Benefits for additional details).
|
Commodity
|
Quantity Hedged
|
|
Unit of Measure
|
|
Notional Amount
(Approximate USD Equivalent) |
|||
|
|
|
|
|
|
|||
|
(in thousands)
|
|
(in millions)
|
|||||
Copper
|
74,845
|
|
|
pounds
|
|
$
|
230
|
|
Foreign Currency
|
Quantity Hedged
|
|
Unit of Measure
|
|
Notional Amount
(Approximate USD Equivalent)
|
|||
|
|
|
|
|
|
|||
|
(in millions)
|
|||||||
Mexican Peso
|
12,078
|
|
|
MXN
|
|
$
|
660
|
|
Chinese Yuan Renminbi
|
2,192
|
|
|
RMB
|
|
350
|
|
|
Polish Zloty
|
321
|
|
|
PLN
|
|
95
|
|
|
New Turkish Lira
|
145
|
|
|
TRY
|
|
35
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
|
||||||||||
|
Balance Sheet Location
|
|
March 31,
2018 |
|
Balance Sheet Location
|
|
March 31,
2018 |
|
March 31,
2018 |
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|||||||
Commodity derivatives
|
Other current assets
|
|
$
|
9
|
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
|
||
Foreign currency derivatives*
|
Other current assets
|
|
22
|
|
|
Other current assets
|
|
8
|
|
|
$
|
14
|
|
||
Foreign currency derivatives*
|
Accrued liabilities
|
|
3
|
|
|
Accrued liabilities
|
|
15
|
|
|
(12
|
)
|
|||
Foreign currency derivatives*
|
Other long-term assets
|
|
2
|
|
|
Other long-term assets
|
|
—
|
|
|
2
|
|
|||
Foreign currency derivatives*
|
Other long-term liabilities
|
|
3
|
|
|
Other long-term liabilities
|
|
8
|
|
|
(5
|
)
|
|||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|||||||
Foreign currency derivatives
|
Other current assets
|
|
—
|
|
|
Accrued liabilities
|
|
18
|
|
|
|
|
|||
Total derivatives designated as hedges
|
|
$
|
39
|
|
|
|
|
$
|
49
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Derivatives not designated:
|
|
|
|
|
|
|
|
|
|||||||
Foreign currency derivatives*
|
Other current assets
|
|
$
|
11
|
|
|
Other current assets
|
|
$
|
—
|
|
|
11
|
|
|
Total derivatives not designated as hedges
|
|
$
|
11
|
|
|
|
|
$
|
—
|
|
|
|
Three Months Ended March 31, 2018
|
(Loss) Gain Recognized in OCI (Effective Portion)
|
|
Gain (Loss) Reclassified from OCI into Income (Effective Portion)
|
|
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||||
Commodity derivatives
|
$
|
(17
|
)
|
|
$
|
9
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
16
|
|
|
(5
|
)
|
|
—
|
|
|||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency derivatives
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(14
|
)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
Gain Recognized in Income
|
||
|
|
||
|
(in millions)
|
||
Derivatives not designated:
|
|
||
Foreign currency derivatives
|
$
|
10
|
|
Total
|
$
|
10
|
|
Three Months Ended March 31, 2017
|
Gain (Loss) Recognized in OCI (Effective Portion)
|
|
Gain (Loss) Reclassified from OCI into Income (Effective Portion)
|
|
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||||
Commodity derivatives
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
42
|
|
|
(23
|
)
|
|
—
|
|
|||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency derivatives
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
41
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
Loss Recognized in Income
|
||
|
|
||
|
(in millions)
|
||
Derivatives not designated:
|
|
||
Foreign currency derivatives
|
$
|
(4
|
)
|
Total
|
$
|
(4
|
)
|
|
Contingent Consideration Liability
|
||
|
|
||
|
(in millions)
|
||
Fair value at beginning of period
|
$
|
33
|
|
Additions
|
—
|
|
|
Payments
|
—
|
|
|
Interest accretion
|
—
|
|
|
Fair value at end of period
|
$
|
33
|
|
|
Total
|
|
Quoted Prices in Active Markets
Level 1 |
|
Significant Other Observable Inputs
Level 2 |
|
Significant Unobservable Inputs
Level 3 |
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
As of March 31, 2018:
|
|
||||||||||||||
Commodity derivatives
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Total
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
As of December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
Total
|
|
Quoted Prices in Active Markets
Level 1 |
|
Significant Other Observable Inputs
Level 2 |
|
Significant Unobservable Inputs
Level 3 |
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
As of March 31, 2018:
|
|
||||||||||||||
Foreign currency derivatives
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Contingent consideration
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
Total
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
33
|
|
As of December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Contingent consideration
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
Total
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
33
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Interest income
|
$
|
5
|
|
|
$
|
1
|
|
Components of net periodic benefit cost other than service cost (Note 9)
|
(6
|
)
|
|
(4
|
)
|
||
Reserve for Unsecured Creditors litigation
|
—
|
|
|
(27
|
)
|
||
Benefits (costs) associated with acquisitions
|
11
|
|
|
—
|
|
||
Other, net
|
20
|
|
|
7
|
|
||
Other income (expense), net
|
$
|
30
|
|
|
$
|
(23
|
)
|
Purchase price, cash consideration, net of cash acquired
|
$
|
284
|
|
Purchase price, fair value of contingent consideration
|
24
|
|
|
Total purchase price, net of cash acquired
|
$
|
308
|
|
|
|
||
Intangible assets
|
$
|
102
|
|
Other liabilities, net
|
(40
|
)
|
|
Identifiable net assets acquired
|
62
|
|
|
Goodwill resulting from purchase
|
246
|
|
|
Total purchase price allocation
|
$
|
308
|
|
Purchase price, cash consideration, net of cash acquired
|
$
|
40
|
|
Purchase price, fair value of contingent consideration
|
8
|
|
|
Total purchase price, net of cash acquired
|
$
|
48
|
|
|
|
||
Intangible assets
|
$
|
22
|
|
Other liabilities, net
|
(2
|
)
|
|
Identifiable net assets acquired
|
20
|
|
|
Goodwill resulting from purchase
|
28
|
|
|
Total purchase price allocation
|
$
|
48
|
|
Investment Name
|
|
Segment
|
|
Investment Date
|
|
Investment
(in millions)
|
||
Innoviz Technologies
|
|
Advanced Safety and User Experience
|
|
Q3 2017
|
|
$
|
15
|
|
LeddarTech, Inc.
|
|
Advanced Safety and User Experience
|
|
Q3 2017
|
|
10
|
|
|
Valens Semiconductor Ltd.
|
|
Signal and Power Solutions
|
|
Q2 2017
|
|
10
|
|
|
Otonomo Technologies Ltd.
|
|
Advanced Safety and User Experience
|
|
Q1 2017
|
|
15
|
|
|
Quanergy Systems, Inc
|
|
Advanced Safety and User Experience
|
|
Q2 2015; Q1 2016
|
|
6
|
|
|
|
|
|
|
|
|
$
|
56
|
|
Metric
|
2016 - 2018 Grants
|
|
|
2014 - 2015 Grants
|
Average return on net assets (1)
|
50%
|
|
|
50%
|
Cumulative net income
|
25%
|
|
|
N/A
|
Cumulative earnings per share (2)
|
N/A
|
|
|
30%
|
Relative total shareholder return (3)
|
25%
|
|
|
20%
|
(1)
|
Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
|
(2)
|
Cumulative earnings per share is measured by net income attributable to Aptiv divided by the weighted average number of diluted shares outstanding for the respective three-year performance period.
|
(3)
|
Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
|
Grant Date
|
|
RSUs Granted
|
|
Grant Date Fair Value
|
|
Time-Based Award Vesting Dates
|
|
Performance-Based Award Vesting Date
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
(in millions)
|
|
|
|
|
|||||
February 2014
|
|
0.78
|
|
|
$
|
53
|
|
|
Annually on anniversary of grant date, 2015 - 2017
|
|
December 31, 2016
|
February 2015
|
|
0.90
|
|
|
76
|
|
|
Annually on anniversary of grant date, 2016 - 2018
|
|
December 31, 2017
|
|
February 2016
|
|
0.71
|
|
|
48
|
|
|
Annually on anniversary of grant date, 2017 - 2019
|
|
December 31, 2018
|
|
February 2017
|
|
0.80
|
|
|
63
|
|
|
Annually on anniversary of grant date, 2018 - 2020
|
|
December 31, 2019
|
|
February 2018
|
|
0.63
|
|
|
61
|
|
|
Annually on anniversary of grant date, 2019 - 2021
|
|
December 31, 2020
|
|
RSUs
|
|
Weighted Average Grant
Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested, January 1, 2018
|
1,807
|
|
|
$
|
68.66
|
|
Granted
|
690
|
|
|
96.35
|
|
|
Vested
|
(279
|
)
|
|
64.18
|
|
|
Forfeited
|
(45
|
)
|
|
66.70
|
|
|
Nonvested, March 31, 2018
|
2,173
|
|
|
78.00
|
|
|
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 from continuing operations before income taxes and equity income
|
(57
|
)
|
|
(7
|
)
|
|
(43
|
)
|
|
477
|
|
|
—
|
|
|
370
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
10
|
|
|
(69
|
)
|
|
—
|
|
|
(59
|
)
|
||||||
(Loss) income from continuing operations before equity income
|
(57
|
)
|
|
(7
|
)
|
|
(33
|
)
|
|
408
|
|
|
—
|
|
|
311
|
|
||||||
Equity in net income of affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Equity in net income (loss) of subsidiaries
|
364
|
|
|
356
|
|
|
(8
|
)
|
|
—
|
|
|
(712
|
)
|
|
—
|
|
||||||
Income (loss) from continuing operations
|
307
|
|
|
349
|
|
|
(41
|
)
|
|
413
|
|
|
(712
|
)
|
|
316
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss)
|
307
|
|
|
349
|
|
|
(41
|
)
|
|
413
|
|
|
(712
|
)
|
|
316
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Net income (loss) attributable to Aptiv
|
$
|
307
|
|
|
$
|
349
|
|
|
$
|
(41
|
)
|
|
$
|
404
|
|
|
$
|
(712
|
)
|
|
$
|
307
|
|
|
Parent
|
|
Subsidiary Guarantors
|
|
Subsidiary Issuer/Guarantor
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,143
|
|
|
$
|
—
|
|
|
$
|
3,143
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
2,544
|
|
|
—
|
|
|
2,544
|
|
||||||
Selling, general and administrative
|
6
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
225
|
|
||||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
||||||
Total operating expenses
|
6
|
|
|
—
|
|
|
—
|
|
|
2,844
|
|
|
—
|
|
|
2,850
|
|
||||||
Operating (loss) income
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
293
|
|
||||||
Interest (expense) income
|
(59
|
)
|
|
(3
|
)
|
|
(43
|
)
|
|
(1
|
)
|
|
73
|
|
|
(33
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
10
|
|
|
1
|
|
|
39
|
|
|
(73
|
)
|
|
(23
|
)
|
||||||
(Loss) income from continuing operations before income taxes and equity income
|
(65
|
)
|
|
7
|
|
|
(42
|
)
|
|
337
|
|
|
—
|
|
|
237
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
15
|
|
|
(34
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
(Loss) income from continuing operations before equity income
|
(65
|
)
|
|
7
|
|
|
(27
|
)
|
|
303
|
|
|
—
|
|
|
218
|
|
||||||
Equity in net income of affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Equity in net income (loss) of subsidiaries
|
400
|
|
|
377
|
|
|
(30
|
)
|
|
—
|
|
|
(747
|
)
|
|
—
|
|
||||||
Income (loss) from continuing operations
|
335
|
|
|
384
|
|
|
(57
|
)
|
|
314
|
|
|
(747
|
)
|
|
229
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
||||||
Net income (loss)
|
335
|
|
|
384
|
|
|
(57
|
)
|
|
437
|
|
|
(747
|
)
|
|
352
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Net income (loss) attributable to Aptiv
|
$
|
335
|
|
|
$
|
384
|
|
|
$
|
(57
|
)
|
|
$
|
420
|
|
|
$
|
(747
|
)
|
|
$
|
335
|
|
|
Parent
|
|
Subsidiary Guarantors
|
|
Subsidiary Issuer/Guarantor
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net income (loss)
|
$
|
307
|
|
|
$
|
349
|
|
|
$
|
(41
|
)
|
|
$
|
413
|
|
|
$
|
(712
|
)
|
|
$
|
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
|
|
|
(66
|
)
|
|
21
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
||||||
Comprehensive income (loss)
|
342
|
|
|
283
|
|
|
(20
|
)
|
|
489
|
|
|
(739
|
)
|
|
355
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Comprehensive income (loss) attributable to Aptiv
|
$
|
342
|
|
|
$
|
283
|
|
|
$
|
(20
|
)
|
|
$
|
476
|
|
|
$
|
(739
|
)
|
|
$
|
342
|
|
|
Parent
|
|
Subsidiary Guarantors
|
|
Subsidiary Issuer/Guarantor
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net income (loss)
|
$
|
335
|
|
|
$
|
384
|
|
|
$
|
(57
|
)
|
|
$
|
437
|
|
|
$
|
(747
|
)
|
|
$
|
352
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
86
|
|
||||||
Net change in unrecognized gain on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Employee benefit plans adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Other comprehensive (loss) income
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
129
|
|
||||||
Equity in other comprehensive income (loss) of subsidiaries
|
158
|
|
|
29
|
|
|
48
|
|
|
—
|
|
|
(235
|
)
|
|
—
|
|
||||||
Comprehensive income (loss)
|
463
|
|
|
413
|
|
|
(9
|
)
|
|
596
|
|
|
(982
|
)
|
|
481
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Comprehensive income (loss) attributable to Aptiv
|
$
|
463
|
|
|
$
|
413
|
|
|
$
|
(9
|
)
|
|
$
|
578
|
|
|
$
|
(982
|
)
|
|
$
|
463
|
|
|
Parent
|
|
Subsidiary Guarantors
|
|
Subsidiary Issuer/Guarantor
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,343
|
|
|
$
|
—
|
|
|
$
|
1,345
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2,646
|
|
|
—
|
|
|
2,646
|
|
||||||
Intercompany receivables, current
|
52
|
|
|
15
|
|
|
1,707
|
|
|
10,211
|
|
|
(11,985
|
)
|
|
—
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
1,202
|
|
|
—
|
|
|
1,202
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
—
|
|
|
732
|
|
|
—
|
|
|
732
|
|
||||||
Total current assets
|
54
|
|
|
15
|
|
|
1,707
|
|
|
16,135
|
|
|
(11,985
|
)
|
|
5,926
|
|
||||||
Long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany receivables, long-term
|
—
|
|
|
—
|
|
|
768
|
|
|
1,399
|
|
|
(2,167
|
)
|
|
—
|
|
||||||
Property, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2,890
|
|
|
—
|
|
|
2,890
|
|
||||||
Investments in affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||||
Investments in subsidiaries
|
12,417
|
|
|
14,636
|
|
|
2,156
|
|
|
—
|
|
|
(29,209
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
3,184
|
|
|
—
|
|
|
3,184
|
|
||||||
Other long-term assets
|
65
|
|
|
—
|
|
|
7
|
|
|
387
|
|
|
—
|
|
|
459
|
|
||||||
Total long-term assets
|
12,482
|
|
|
14,636
|
|
|
2,931
|
|
|
7,961
|
|
|
(31,376
|
)
|
|
6,634
|
|
||||||
Total assets
|
$
|
12,536
|
|
|
$
|
14,651
|
|
|
$
|
4,638
|
|
|
$
|
24,096
|
|
|
$
|
(43,361
|
)
|
|
$
|
12,560
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Accounts payable
|
1
|
|
|
—
|
|
|
—
|
|
|
2,281
|
|
|
—
|
|
|
2,282
|
|
||||||
Intercompany payables, current
|
5,986
|
|
|
3,375
|
|
|
1,073
|
|
|
1,551
|
|
|
(11,985
|
)
|
|
—
|
|
||||||
Accrued liabilities
|
27
|
|
|
—
|
|
|
3
|
|
|
1,336
|
|
|
—
|
|
|
1,366
|
|
||||||
Total current liabilities
|
6,014
|
|
|
3,375
|
|
|
1,131
|
|
|
5,173
|
|
|
(11,985
|
)
|
|
3,708
|
|
||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
3,055
|
|
|
—
|
|
|
1,074
|
|
|
34
|
|
|
—
|
|
|
4,163
|
|
||||||
Intercompany payables, long-term
|
—
|
|
|
—
|
|
|
1,315
|
|
|
852
|
|
|
(2,167
|
)
|
|
—
|
|
||||||
Pension benefit obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
460
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
531
|
|
|
—
|
|
|
531
|
|
||||||
Total long-term liabilities
|
3,055
|
|
|
—
|
|
|
2,389
|
|
|
1,877
|
|
|
(2,167
|
)
|
|
5,154
|
|
||||||
Total liabilities
|
9,069
|
|
|
3,375
|
|
|
3,520
|
|
|
7,050
|
|
|
(14,152
|
)
|
|
8,862
|
|
||||||
Total Aptiv shareholders’ equity
|
3,467
|
|
|
11,276
|
|
|
1,118
|
|
|
16,815
|
|
|
(29,209
|
)
|
|
3,467
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
231
|
|
||||||
Total shareholders’ equity
|
3,467
|
|
|
11,276
|
|
|
1,118
|
|
|
17,046
|
|
|
(29,209
|
)
|
|
3,698
|
|
||||||
Total liabilities and shareholders’ equity
|
$
|
12,536
|
|
|
$
|
14,651
|
|
|
$
|
4,638
|
|
|
$
|
24,096
|
|
|
$
|
(43,361
|
)
|
|
$
|
12,560
|
|
|
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
|
|
|
12,599
|
|
|
3,416
|
|
|
—
|
|
|
(28,002
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
3,163
|
|
|
—
|
|
|
3,163
|
|
||||||
Other long-term assets
|
60
|
|
|
—
|
|
|
8
|
|
|
402
|
|
|
—
|
|
|
470
|
|
||||||
Total long-term assets
|
12,047
|
|
|
12,599
|
|
|
4,192
|
|
|
7,826
|
|
|
(30,136
|
)
|
|
6,528
|
|
||||||
Total assets
|
$
|
12,098
|
|
|
$
|
12,615
|
|
|
$
|
4,274
|
|
|
$
|
23,333
|
|
|
$
|
(40,151
|
)
|
|
$
|
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
|
|
|
10,879
|
|
|
844
|
|
|
16,279
|
|
|
(28,002
|
)
|
|
3,299
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
218
|
|
||||||
Total shareholders’ equity
|
3,299
|
|
|
10,879
|
|
|
844
|
|
|
16,497
|
|
|
(28,002
|
)
|
|
3,517
|
|
||||||
Total liabilities and shareholders’ equity
|
$
|
12,098
|
|
|
$
|
12,615
|
|
|
$
|
4,274
|
|
|
$
|
23,333
|
|
|
$
|
(40,151
|
)
|
|
$
|
12,169
|
|
|
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 from continuing operations
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
250
|
|
|
(245
|
)
|
||||||
Net cash provided by investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
250
|
|
|
(245
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net borrowings 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
|
|
Cash, cash equivalents and restricted cash of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash, cash equivalents and restricted cash of continuing operations
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,344
|
|
|
$
|
—
|
|
|
$
|
1,346
|
|
|
Parent
|
|
Subsidiary Guarantors
|
|
Subsidiary Issuer/Guarantor
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(26
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
258
|
|
Net cash provided by operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||||
Net cash (used in) provided by operating activities
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|
290
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
(164
|
)
|
|
—
|
|
|
(164
|
)
|
||||||
Cost of business acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||||
Cost of technology investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Loans to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
|
297
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities from continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(516
|
)
|
|
297
|
|
|
(219
|
)
|
||||||
Net cash used in investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(567
|
)
|
|
297
|
|
|
(270
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net repayments under other short-term debt agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Contingent consideration and deferred acquisition purchase price payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Dividend payments of consolidated affiliates to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Proceeds from borrowings from affiliates
|
297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
(194
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
||||||
Distribution of cash dividends
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
||||||
Taxes withheld and paid on employees' restricted share awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
||||||
Net cash provided by (used in) financing activities
|
25
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(297
|
)
|
|
(332
|
)
|
||||||
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||
Decrease in cash, cash equivalents and restricted cash
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
—
|
|
|
(291
|
)
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
2
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|
—
|
|
|
839
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
547
|
|
|
$
|
—
|
|
|
$
|
548
|
|
Cash, cash equivalents and restricted cash of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
61
|
|
Cash, cash equivalents and restricted cash of continuing operations
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
486
|
|
|
$
|
—
|
|
|
$
|
487
|
|
•
|
Signal and Power Solutions, which includes complete electrical architecture and component products.
|
•
|
Advanced Safety and User Experience, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays and active and passive safety electronics, autonomous driving software and technologies, as well as advanced development of software.
|
•
|
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
|
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other (1)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
For the Three Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,617
|
|
|
$
|
1,032
|
|
|
$
|
(19
|
)
|
|
$
|
3,630
|
|
Depreciation & amortization
|
$
|
119
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
155
|
|
Adjusted operating income
|
$
|
351
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
427
|
|
Operating income
|
$
|
322
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
374
|
|
Equity income, net of tax
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Net income attributable to noncontrolling interest
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other (1)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
For the Three Months Ended March 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,342
|
|
|
$
|
821
|
|
|
$
|
(20
|
)
|
|
$
|
3,143
|
|
Depreciation & amortization
|
$
|
102
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
126
|
|
Adjusted operating income
|
$
|
309
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
352
|
|
Operating income
|
$
|
291
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
293
|
|
Equity income, net of tax
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Net income attributable to noncontrolling interest
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
(1)
|
Eliminations and Other includes the elimination of inter-segment transactions.
|
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
For the Three Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income
|
$
|
351
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
427
|
|
Restructuring
|
(18
|
)
|
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
||||
Other acquisition and portfolio project costs
|
(11
|
)
|
|
(8
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Deferred compensation related to nuTonomy acquisition
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||
Operating income
|
$
|
322
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
374
|
|
|
Interest expense
|
|
|
|
|
|
|
(34
|
)
|
|||||||
Other income, net
|
|
|
|
|
|
|
30
|
|
|||||||
Income from continuing operations before income taxes and equity income
|
|
|
|
|
|
|
370
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
(59
|
)
|
|||||||
Equity income, net of tax
|
|
|
|
|
|
|
5
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
316
|
|
|||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
—
|
|
|||||||
Net income
|
|
|
|
|
|
|
316
|
|
|||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
9
|
|
|||||||
Net income attributable to Aptiv
|
|
|
|
|
|
|
$
|
307
|
|
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
For the Three Months Ended March 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income
|
$
|
309
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
352
|
|
Restructuring
|
(13
|
)
|
|
(39
|
)
|
|
—
|
|
|
(52
|
)
|
||||
Other acquisition and portfolio project costs
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Asset impairments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Operating income
|
$
|
291
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
293
|
|
|
Interest expense
|
|
|
|
|
|
|
(33
|
)
|
|||||||
Other expense, net
|
|
|
|
|
|
|
(23
|
)
|
|||||||
Income from continuing operations before income taxes and equity income
|
|
|
|
|
|
|
237
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
(19
|
)
|
|||||||
Equity income, net of tax
|
|
|
|
|
|
|
11
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
229
|
|
|||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
123
|
|
|||||||
Net income
|
|
|
|
|
|
|
352
|
|
|||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
17
|
|
|||||||
Net income attributable to Aptiv
|
|
|
|
|
|
|
$
|
335
|
|
|
Three Months Ended March 31,
|
||
|
2017
|
||
|
|
||
|
(in millions)
|
||
Net sales
|
$
|
1,149
|
|
Cost of sales
|
901
|
|
|
Selling, general and administrative
|
63
|
|
|
Amortization
|
4
|
|
|
Restructuring
|
10
|
|
|
Other income and (expense) items that are not major, net
|
(6
|
)
|
|
Income from discontinued operations before income taxes and equity income
|
165
|
|
|
Income tax expense on discontinued operations
|
(42
|
)
|
|
Income from discontinued operations, net of tax
|
123
|
|
|
Income from discontinued operations attributable to noncontrolling interests
|
8
|
|
|
Net income from discontinued operations attributable to Aptiv
|
$
|
115
|
|
For the Three Months Ended March 31, 2018:
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Geographic Market
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,020
|
|
|
$
|
335
|
|
|
$
|
(4
|
)
|
|
$
|
1,351
|
|
Europe, Middle East & Africa
|
837
|
|
|
437
|
|
|
(5
|
)
|
|
1,269
|
|
||||
Asia Pacific
|
687
|
|
|
259
|
|
|
(10
|
)
|
|
936
|
|
||||
South America
|
73
|
|
|
1
|
|
|
—
|
|
|
74
|
|
||||
Total
|
$
|
2,617
|
|
|
$
|
1,032
|
|
|
$
|
(19
|
)
|
|
$
|
3,630
|
|
For the Three Months Ended March 31, 2017:
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Geographic Market
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
955
|
|
|
$
|
307
|
|
|
$
|
(4
|
)
|
|
$
|
1,258
|
|
Europe, Middle East & Africa
|
715
|
|
|
323
|
|
|
(7
|
)
|
|
1,031
|
|
||||
Asia Pacific
|
611
|
|
|
189
|
|
|
(9
|
)
|
|
791
|
|
||||
South America
|
61
|
|
|
2
|
|
|
—
|
|
|
63
|
|
||||
Total
|
$
|
2,342
|
|
|
$
|
821
|
|
|
$
|
(20
|
)
|
|
$
|
3,143
|
|
•
|
Executive Overview
|
•
|
Consolidated Results of Operations
|
•
|
Results of Operations by Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Contingencies and Environmental Matters
|
•
|
Recently Issued Accounting Pronouncements
|
•
|
Critical Accounting Estimates
|
•
|
Volume, net of contractual price reductions—changes in volume offset by contractual price reductions (which typically range from 1% to 3% of net sales) and changes in mix;
|
•
|
Operational performance—changes to costs for materials and commodities or manufacturing variances; and
|
•
|
Other—including restructuring costs and any remaining variances not included in Volume, net of contractual price reductions or Operational performance.
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Net sales
|
$
|
3,630
|
|
|
$
|
3,143
|
|
|
$
|
487
|
|
Cost of sales
|
2,947
|
|
|
2,544
|
|
|
(403
|
)
|
|||
Gross margin
|
683
|
|
18.8%
|
599
|
|
19.1%
|
84
|
|
|||
Selling, general and administrative
|
259
|
|
|
225
|
|
|
(34
|
)
|
|||
Amortization
|
30
|
|
|
29
|
|
|
(1
|
)
|
|||
Restructuring
|
20
|
|
|
52
|
|
|
32
|
|
|||
Operating income
|
374
|
|
|
293
|
|
|
81
|
|
|||
Interest expense
|
(34
|
)
|
|
(33
|
)
|
|
(1
|
)
|
|||
Other income (expense), net
|
30
|
|
|
(23
|
)
|
|
53
|
|
|||
Income from continuing operations before income taxes and equity income
|
370
|
|
|
237
|
|
|
133
|
|
|||
Income tax expense
|
(59
|
)
|
|
(19
|
)
|
|
(40
|
)
|
|||
Income from continuing operations before equity income
|
311
|
|
|
218
|
|
|
93
|
|
|||
Equity income, net of tax
|
5
|
|
|
11
|
|
|
(6
|
)
|
|||
Income from continuing operations
|
316
|
|
|
229
|
|
|
87
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
123
|
|
|
(123
|
)
|
|||
Net income
|
316
|
|
|
352
|
|
|
(36
|
)
|
|||
Net income attributable to noncontrolling interest
|
9
|
|
|
17
|
|
|
(8
|
)
|
|||
Net income attributable to Aptiv
|
$
|
307
|
|
|
$
|
335
|
|
|
$
|
(28
|
)
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Favorable/(unfavorable)
|
|
|
Volume, net of contractual price reductions
|
|
FX
|
|
Commodity pass-through
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||||||
Total net sales
|
$
|
3,630
|
|
|
$
|
3,143
|
|
|
$
|
487
|
|
|
|
$
|
246
|
|
|
$
|
188
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
487
|
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Favorable/(unfavorable)
|
|
|
Volume (a)
|
|
FX
|
|
Operational performance
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(dollars in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||||||
Cost of sales
|
$
|
2,947
|
|
|
$
|
2,544
|
|
|
$
|
(403
|
)
|
|
|
$
|
(235
|
)
|
|
$
|
(129
|
)
|
|
$
|
(17
|
)
|
|
$
|
(22
|
)
|
|
$
|
(403
|
)
|
Gross margin
|
$
|
683
|
|
|
$
|
599
|
|
|
$
|
84
|
|
|
|
$
|
11
|
|
|
$
|
59
|
|
|
$
|
(17
|
)
|
|
$
|
31
|
|
|
$
|
84
|
|
Percentage of net sales
|
18.8
|
%
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Presented net of contractual price reductions for gross margin variance.
|
•
|
$29 million
of increased depreciation and amortization, primarily as a result of a higher fixed asset base; and
|
•
|
$53 million of increased commodity costs; partially offset by
|
•
|
$57 million
of decreased warranty costs, primarily due to the accrual of
$43 million
during the
three months ended
March 31, 2017
as a result of an agreement reached with one of our customers for a specific warranty matter, as further described in Note 6. Warranty Obligations to the consolidated financial statements contained herein.
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Selling, general and administrative expense
|
$
|
259
|
|
|
$
|
225
|
|
|
$
|
(34
|
)
|
Percentage of net sales
|
7.1
|
%
|
|
7.2
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Amortization
|
$
|
30
|
|
|
$
|
29
|
|
|
$
|
(1
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Restructuring
|
$
|
20
|
|
|
$
|
52
|
|
|
$
|
32
|
|
Percentage of net sales
|
0.6
|
%
|
|
1.7
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Interest expense
|
$
|
34
|
|
|
$
|
33
|
|
|
$
|
(1
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Other income (expense), net
|
$
|
30
|
|
|
$
|
(23
|
)
|
|
$
|
53
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Income tax expense
|
$
|
59
|
|
|
$
|
19
|
|
|
$
|
(40
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Equity income, net of tax
|
$
|
5
|
|
|
$
|
11
|
|
|
$
|
(6
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
(123
|
)
|
•
|
Signal and Power Solutions, which includes complete electrical architecture and component products.
|
•
|
Advanced Safety and User Experience, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays, active and passive safety electronics, autonomous driving software and technologies, as well as advanced development of software.
|
•
|
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
|
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
For the Three Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income
|
$
|
351
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
427
|
|
Restructuring
|
(18
|
)
|
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
||||
Other acquisition and portfolio project costs
|
(11
|
)
|
|
(8
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Deferred compensation related to nuTonomy acquisition
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||
Operating income
|
$
|
322
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
374
|
|
|
Interest expense
|
|
|
|
|
|
|
(34
|
)
|
|||||||
Other income, net
|
|
|
|
|
|
|
30
|
|
|||||||
Income from continuing operations before income taxes and equity income
|
|
|
|
|
|
|
370
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
(59
|
)
|
|||||||
Equity income, net of tax
|
|
|
|
|
|
|
5
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
316
|
|
|||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
—
|
|
|||||||
Net income
|
|
|
|
|
|
|
316
|
|
|||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
9
|
|
|||||||
Net income attributable to Aptiv
|
|
|
|
|
|
|
$
|
307
|
|
|
Signal and Power Solutions
|
|
Advanced Safety and User Experience
|
|
Eliminations and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
For the Three Months Ended March 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income
|
$
|
309
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
352
|
|
Restructuring
|
(13
|
)
|
|
(39
|
)
|
|
—
|
|
|
(52
|
)
|
||||
Other acquisition and portfolio project costs
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Asset impairments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Operating income
|
$
|
291
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
293
|
|
|
Interest expense
|
|
|
|
|
|
|
(33
|
)
|
|||||||
Other expense, net
|
|
|
|
|
|
|
(23
|
)
|
|||||||
Income from continuing operations before income taxes and equity income
|
|
|
|
|
|
|
237
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
(19
|
)
|
|||||||
Equity income, net of tax
|
|
|
|
|
|
|
11
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
229
|
|
|||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
123
|
|
|||||||
Net income
|
|
|
|
|
|
|
352
|
|
|||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
17
|
|
|||||||
Net income attributable to Aptiv
|
|
|
|
|
|
|
$
|
335
|
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
|
|
Volume, net of contractual price reductions
|
|
FX
|
|
Commodity pass-through
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||||||
Signal and Power Solutions
|
$
|
2,617
|
|
|
$
|
2,342
|
|
|
$
|
275
|
|
|
|
$
|
84
|
|
|
$
|
138
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
275
|
|
Advanced Safety and User Experience
|
1,032
|
|
|
821
|
|
|
211
|
|
|
|
159
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
211
|
|
||||||||
Eliminations and Other
|
(19
|
)
|
|
(20
|
)
|
|
1
|
|
|
|
3
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Total
|
$
|
3,630
|
|
|
$
|
3,143
|
|
|
$
|
487
|
|
|
|
$
|
246
|
|
|
$
|
188
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
487
|
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Signal and Power Solutions
|
21.4
|
%
|
|
21.6
|
%
|
Advanced Safety and User Experience (1)
|
12.0
|
%
|
|
11.4
|
%
|
Eliminations and Other
|
—
|
%
|
|
—
|
%
|
Total
|
18.8
|
%
|
|
19.1
|
%
|
(1)
|
Includes the accrual of
$43 million
for a specific warranty matter during the
three months ended
March 31, 2017
, as further described in Note 6. Warranty Obligations to the consolidated financial statements contained herein.
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Favorable/
(unfavorable)
|
|
|
Volume, net of contractual price reductions
|
|
Operational performance
|
|
Other
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||
Signal and Power Solutions
|
$
|
351
|
|
|
$
|
309
|
|
|
$
|
42
|
|
|
|
$
|
(14
|
)
|
|
$
|
18
|
|
|
$
|
38
|
|
|
$
|
42
|
|
Advanced Safety and User Experience
|
76
|
|
|
43
|
|
|
33
|
|
|
|
25
|
|
|
(21
|
)
|
|
29
|
|
|
33
|
|
|||||||
Eliminations and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
427
|
|
|
$
|
352
|
|
|
$
|
75
|
|
|
|
$
|
11
|
|
|
$
|
(3
|
)
|
|
$
|
67
|
|
|
$
|
75
|
|
•
|
$57 million
of decreased warranty costs, primarily due to the accrual of
$43 million
during the
three months ended
March 31, 2017
within the Advanced Safety and User Experience segment as a result of an agreement reached with one of our customers for a specific warranty matter, as further described in Note 6. Warranty Obligations to the consolidated financial statements contained herein; and
|
•
|
Favorable foreign currency impacts of $45 million, primarily related to the Euro and Chinese Yuan Renminbi; partially offset by
|
•
|
$30 million
of increased depreciation and amortization, not including the impact of asset impairments, primarily as a result of a higher fixed asset base; and
|
•
|
$34 million of increased SG&A expenses, primarily attributable to increased information technology costs and increased investments in mobility.
|
|
March 31,
2018 |
||
|
|
||
|
(in millions)
|
||
Cash and cash equivalents
|
$
|
1,345
|
|
Revolving Credit Facility, unutilized portion (1)
|
1,993
|
|
|
Committed European accounts receivable factoring facility, unutilized portion (2)
|
369
|
|
|
Total available liquidity
|
$
|
3,707
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Total number of shares repurchased
|
1,676,144
|
|
|
2,555,703
|
|
||
Average price paid per share
|
$
|
89.17
|
|
|
$
|
75.52
|
|
Total (in millions)
|
$
|
149
|
|
|
$
|
193
|
|
|
Dividend
|
|
Amount
|
||||
|
Per Share
|
|
(in millions)
|
||||
2018:
|
|
|
|
||||
First quarter
|
$
|
0.22
|
|
|
$
|
59
|
|
Total
|
$
|
0.22
|
|
|
$
|
59
|
|
2017:
|
|
|
|
||||
Fourth quarter
|
$
|
0.29
|
|
|
$
|
77
|
|
Third quarter
|
0.29
|
|
|
77
|
|
||
Second quarter
|
0.29
|
|
|
78
|
|
||
First quarter
|
0.29
|
|
|
78
|
|
||
Total
|
$
|
1.16
|
|
|
$
|
310
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
|
LIBOR plus
|
|
ABR plus
|
|
LIBOR plus
|
|
ABR plus
|
||||
Revolving Credit Facility
|
1.10
|
%
|
|
0.10
|
%
|
|
1.10
|
%
|
|
0.10
|
%
|
Tranche A Term Loan
|
1.25
|
%
|
|
0.25
|
%
|
|
1.25
|
%
|
|
0.25
|
%
|
|
|
|
Borrowings as of
|
|
|
|||
|
|
|
March 31, 2018
|
|
Rate effective as of
|
|||
|
Applicable Rate
|
|
(in millions)
|
|
March 31, 2018
|
|||
Tranche A Term Loan
|
LIBOR plus 1.25%
|
|
$
|
395
|
|
|
3.06
|
%
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3)
|
||||||
January 1, 2018 to January 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
989
|
|
February 1, 2018 to February 28, 2018
|
|
780,589
|
|
|
92.09
|
|
|
780,589
|
|
|
917
|
|
||
March 1, 2018 to March 31, 2018
|
|
895,555
|
|
|
86.63
|
|
|
895,555
|
|
|
840
|
|
||
Total
|
|
1,676,144
|
|
|
89.17
|
|
|
1,676,144
|
|
|
|
(1)
|
The total number of shares purchased under the plans authorized by the Board of Directors are described below. The number of shares purchased excludes the 342,528 shares granted for vested RSUs during the three months ended March 31, 2018 that were withheld to cover minimum withholding taxes.
|
(2)
|
Excluding commissions.
|
(3)
|
In April 2016, the Board of Directors authorized a share repurchase program of up to $1.5 billion. This program follows the completion of the previously announced share repurchase program of $1.5 billion, which was approved by the Board of Directors in January 2015. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.
|
Exhibit
Number
|
|
Description
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
XBRL Instance Document#
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document#
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document#
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document#
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document#
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document#
|
|
|
|
|
|
APTIV PLC
|
|
|
|
|
|
/s/ Joseph R. Massaro
|
|
|
By: Joseph R. Massaro
|
|
|
Chief Financial Officer and
|
|
|
Senior Vice President
|
1.1
|
Starting on a date to be mutually agreed upon in 2017, Mr. David Paja shall be employed in the capacity as President, Electronics & Safety. The place of work is Wuppertal, Germany.
|
1.2
|
The company is entitled to modify the nature and scope of the employee's duties and/or to assign other, reasonable and acceptable duties or a different place of work to him within the Company.
|
3.1
|
In consideration of the services of the employee, starting with the hire date, he shall be paid an annual gross salary of
|
3.2
|
Sign-On Considerations: In recognition that the employee will forfeit certain annual and long-term incentive payouts, and are subject to repayment of a sign-on bonus from the employee's current employer, Delphi will provide the following:
|
•
|
Specific to the annual incentive payout from the employee's most recent employment, provide a one-time cash payment equivalent to USD $390,000 to be paid within 30 days of hire.
|
•
|
Specific to equity grants that vest in February 2017 from the employee's most recent employment, provide a one-time cash payment in Euro equivalent to the value of the shares that would have otherwise vested in February 2017, applying a share price methodology equal to the average closing price for 10 days prior to the employee's last day of employment.
|
•
|
Specific to all other unvested equity grants from the employee's most recent employment, provide equivalent value in Delphi time-based RSUs to be granted in February 2017 and vesting in February 2018, 2019 and 2020.
|
•
|
All cash payments outlined as "Sign-On Considerations" are subject to recoupment in full in the event the employee voluntarily resigns prior to completion of 24 months of employment.
|
3.3
|
Work overtime exceeding the normal working hours shall be deemed to be compensated by the monthly salary.
|
3.4
|
Claims from this employment relationship, especially demands for compensation, can only be ceded or pawned with written approval from Delphi.
|
3.5
|
The direct deposit of the salary occurs on the last working day of each month. The salary amount is confidential and should not be discussed with third parties.
|
8.1
|
The employee shall conscientiously execute all tasks assigned to him, follow the internal directions and protect the interests of Delphi. He shall especially pay attention to the conduct guidelines of the company and ensure that they are observed.
|
8.2
|
Presents or advantages that have a reference/connection to business activities are not allowed to be received I kept, as far as they are not of minor nature.
|
8.3
|
The employee is bound by a confidentiality obligation regarding all company matters - apart from in his business capacity during fulfillment of his responsibilities for Delphi - that he may become aware of in connection with his services, notably business and company secrets like production programs and methods, inventions and patent applications, which have not been published yet.
|
8.4
|
The employee does not have the right to record or copy business matters or documents for private use. The employee agrees that he will return all company possessions and documents at the time of his exit, at the latest.
|
8.5
|
Publications and speeches require prior consent by Delphi to the extent that they affect company interests or touch on business areas.
|
9.1
|
For the duration of the employee contract, Delphi has to be informed of any inventions by the employee. The employee agrees that his inventions are utilized by Delphi.
|
9.2
|
Furthermore, the legal and business guidelines apply to the treatment of inventions.
|
9.3
|
The most current company policies apply to improvement suggestions.
|
10.1
|
The employee shall be entitled to paid annual leave of 30 working days.
|
10.2
|
The employee's vacation requests shall be taken into consideration in accordance with operational requirements. Additionally, the current legal and company policies apply.
|
11.1
|
The employee is obligated to immediately inform - if necessary by phone - when he is unable to attend work and what the reason and expected duration of his absence is.
|
11.2
|
If the employee is absent from work due to illness for more than 3 calendar days, he has to provide a medical certificate of (temporary) disability about the disability to work and the expected duration. If the duration of the disability/illness is longer than the certificate states a new certificate has to be provided immediately.
|
11.3
|
For illness through no fault of one's own the monthly gross salary will continue to be paid for the duration of 6 weeks. For illnesses that exceed that time, Delphi pays the employee the amount that is the difference between the illness pay of the public health insurance and the last net salary. This offsetting payment will be paid for a maximum of 3 months. The employee becomes eligible for this offsetting payment after 1 year of service time. Delphi has the right to seek a medical examination at his own expense.
|
14.1
|
The notice period on both sides is 6 months to the end of the month. The contract ends at the end of the month in which the employee reaches regular retirement age without requiring a separate notice of termination.
|
14.2
|
The termination has to be in written form.
|
14.3
|
Delphi has the right to release the employee from work during the notice period with continued payment of remuneration, and taking into account any remaining vacation.
|
|
306.775€
|
in the event of death
|
Up to
|
613.550€
|
in the event of disability
|
Up to
|
51€
|
daily allowance
|
|
12.782€
|
in the event of death
|
Up to
|
25.565€
|
in the event of disability
|
Up to
|
13€
|
daily allowance
|
16.1
|
The Company will pay once a year for physical exam. Time for the exam will be considered as working time.
|
16.2
|
The employee and his eligible dependents will be placed on an International Health Care Plan. However, you have to use utilize you state provided benefits before this plan.
|
17.1
|
All claims arising from the employment relationship must be made in writing within 3 months after the due date, but not later than 3 months after termination of employment. Claims that are not claimed within this period must be forfeited.
|
17.2
|
If the claim failed, the forfeiture does not occur if the claim is sued within a period of 3 months after the rejection by the opposite side.
|
18.1
|
Changes and additions of the employment contract must be in writing.
|
18.2
|
Unless otherwise agreed in the employment contract, the company regulations are applied in their current valid version.
|
18.3
|
By signing this employment contract all previous regulations are voided, unless expressly agreed otherwise above.
|
|
|
|
Susan M. Suver
|
|
Date
|
|
|
|
|
|
|
|
|
|
David Paja
|
|
Date
|
•
|
Base Salary
: Your base salary will initially be $500,000.00 annually and will be increased, effective November 1, 2009 by half of the car allowance you are currently eligible to receive from Old Delphi (as described below). As of November 1, 2009, your new base salary will be $511,100.00 annually.
|
•
|
Target Annual Incentive
: For the 2010 calendar year, your target annual incentive compensation will be $470,000.00. This target annual incentive compensation is an increase of $20,000 above your salaried incentive target at Old Delphi. This increase will offset certain benefits that will not be offered. It also has been increased to equal the base pay reductions you accepted during Old Delphi's bankruptcy. What you actually receive will, of course, be subject to the performance of New Delphi relative to the performance targets established by New Delphi's Board of Managers (the "
Board
"), as well as your individual performance. The Board has the ability to modify the program in consultation with Delphi U.S. management.
|
•
|
LTIP
: New Delphi will implement a Long-Term Incentive Program. The grants under that program will be the responsibility of the Board
.
As with other long-term incentive programs, awards under the program and the value of those awards will depend on the success of
|
•
|
Severance:
Under the New Delphi 1, LLC Separation Allowance Plan (SAP), should you be separated from Delphi U.S., and subject to the election described below, you will be eligible to receive the same severance pay, if any, as you would have received from Old Delphi in accordance with the terms of Old Delphi's Separation Allowance Plan, as in effect on May 1, 2009. We note that, like the Old Delphi plan, severance pay will not be payable in the event you are terminated due to a "Discharge" (as defined in the SAP) or if you quit. The Board will set severance policy and may amend the SAP after two years.
|
•
|
Frozen SERP Benefit:
Under the New Delphi 1, LLC Supplemental Executive Retirement Program (SERP) which is, and will continue to be, frozen, you will be eligible to receive a benefit amount based on the benefit that would have been payable pursuant to the terms of Old Delphi's Supplemental Executive Retirement Plan but modified in two ways: (a) the benefit under the Old Delphi plan will be calculated based on earnings and service up to December 31, 2006, and (b) an additional 10% reduction of such frozen benefit amount will apply. In order to receive the SERP benefit, you must remain employed by Delphi U.S. for at least two (2) years following your employment commencement date with Delphi U.S. This requirement will not apply if (1) your employment is terminated by Delphi U.S., not you, and for reasons other than "Cause," as defined in the SERP, (2) you die or (3) you reach age 60.
|
•
|
Temporary Lay Offs (TLO):
In 2010, consistent with current policy, you will be required to take at least two (2) weeks of TLO per quarter until New Delphi is globally cash flow positive. These weeks will be paid at 50% of your base salary (the same policy as was in effect at Old Delphi).
|
•
|
Car Allowance:
Delphi U.S. is not offering a car stipend. Instead, an amount equal to 50% of the monthly car stipend that you were eligible to receive from Old Delphi will be rolled into your base salary, effective November 1, 2009. The amount of the monthly car stipend that is rolled into your base salary will not count toward your SAP benefit.
|
•
|
Qualified Retirement Plan - 401(k):
Delphi U.S. will assume the Old Delphi 401(k) plan, and you will retain your 401(k) account. Delphi U.S. currently intends to make contributions to your 401(k) account equal to 4% of your base salary, assuming eligibility. Once New Delphi has been globally cash flow positive for each of three consecutive months, Delphi U.S. intends to make profit sharing matching contributions equal to 50% of your contributions, up to a maximum of 3.5%. Thus if you contribute 7%, Delphi U.S
.
would match this with a 3.5% contribution. Of course, Delphi U.S.'s decision to make any contribution or match is subject to the availability of Delphi U.S.'s earnings and cash to contribute to this plan, as determined by the Board.
|
•
|
Nonqualified 401(k):
Delphi U.S. will adopt the New Delphi 1, LLC Salaried Retirement Equalization Savings Program (the "
SRESP
"
)
, a non-qualified defined contribution plan that operates in a manner similar to a 401(k) plan with respect to compensation above the IRS annual compensation limit. Delphi U.S. currently intends to make contributions to your 401(k) account equal to 4% of your base salary, assuming eligibility. As with the qualified 401(k) plan, once New Delphi is globally cash flow positive for each of three consecutive months, Delphi U.S. intends also to match 50% of your contributions on the same basis up to a maximum of 3.5%. Similarly, the decision to make any matching contributions is subject to the availability of Delphi U.S.'s earnings and cash to contribute to this plan, as determined by the Board.
|
•
|
Health Care:
Your group health insurance policy at Delphi U.S. will initially offer the same benefits and provisions as were provided by Old Delphi. Employee contribution costs, including co-pays and deductibles, are expected to increase in 2010. The specific impact upon eligible employees will be determined based in part upon you and your dependent's eligibility for certain healthy behavior factors that will impact the amount of your monthly premium. Also, beginning in January, 2010, if your spouse has coverage from another source, your spouse will be covered by that source rather than by Delphi U.S. These changes should become effective January 1, 2010, with the details to be provided in the benefit options enrollment package which you will receive later this year.
|
•
|
Life Insurance:
Delphi U.S. intends to provide you with a term-life insurance policy with a face amount equal to 1.5 times your base salary. The premiums for this policy will be paid by Delphi U.S. while you remain employed by Delphi U.S.
|
•
|
Holidays:
You will initially be entitled to 9 standard holidays and 2 floating holidays. In 2010, Delphi U.S.'s holidays will be:
|
New Years Day
|
Labor Day
|
Christmas Eve Day
|
Memorial Day
|
Thanksgiving
|
Christmas Day
|
Independence Day
|
Day after Thanksgiving
|
New Years Eve Day
|
•
|
Vacation Schedule:
In accordance with Delphi U.S.'s vacation policy, vacation days will be based upon length of service, in the table shown below, but will cap at 20 days for employees with more than 15 years of service.
|
Years of Service
|
Days Vacation
|
1 but less than 3
|
10 days
|
3 but less than 5
|
12.5 days
|
5 but less than 10
|
15 days
|
10 but less than 15
|
17.5 days
|
15 or more
|
20 days
|
•
|
Designated Time Off Days
: In addition to vacation, you will accrue additional paid days off based upon length of service up to a maximum of 5 days per year, as shown below. These days are generally expected to be used for personal appointments, individual sick days, funerals, etc.
|
Years of Service
|
DTO Days
|
1 but less than 3
|
2 days
|
3 but less than 10
|
3 days
|
10 but less than 20
|
4 days
|
20 or more
|
5 days
|
•
|
Short- and Long-Term Disability
: You will be eligible to participate in Delphi U.S.'s short- and long-term disability plans on the same basis as similarly situated employees. The short-term program generally provide for a total of 26 weeks, with the first week at 100% of base pay and the remaining 25 weeks at 60% of base pay. The long-term program will provide for 40% of your pay for any illness that extends beyond the short term sickness and accident leave. You will be able to purchase coverage for up to an additional 20% of pay.
|
1.
|
Title
: President and Chief Executive Officer
|
2.
|
Legal Employer
: Delphi International Services Company, LLC
|
3.
|
Principal Place of Employment
: Boston, Massachusetts
|
4.
|
Allocation of Work Time
: Aptiv anticipates that approximately 60 working days per year will be spent working on Company business for OpCo, of which approximately 50 days will be spent working in Dublin, Ireland, with the rest spent at other global locations. Any remaining days will be spent working on TechCo business.
|
5.
|
Compensation
: Your total annual compensation (including base salary, annual incentive, and long-term incentive) will remain unchanged from the compensation approved by the Board of Directors of Aptiv. You will remain on the U.S. payroll, and will continue to be paid in U.S. dollars, subject to applicable deductions and withholdings.
|
6.
|
Allocation of Compensation
:
|
•
|
Allocation of Salary:
$400,000 of your annual base salary, subject to any Irish statutory withholding obligations required.
|
•
|
Allocation of Annual Incentive Plan (AIP) Awards:
$600,000 of your AIP individual target will be allocated to OpCo, subject any Irish statutory withholding obligations required.
|
•
|
Subject to Change:
The allocation of compensation between OpCo and TechCo is subject to change based on future changes in responsibilities and/or compensation.
|
7.
|
Benefits
: You will remain eligible for all employee benefit plans offered to the Company’s U.S. employees (including but not necessarily limited to the Salaried Health Care Program, the Salaried Life & Disability Benefits Program, the Salaried Retirement Savings Program, and the Salaried Retirement Equalization Savings Program). Unless otherwise legally required, you will not be eligible to receive any Irish benefits.
|
8.
|
Board Membership:
To the extent you sit on the board of an Irish group company, you are not eligible to receive any compensation in respect of your role as a board member.
|
9.
|
Travel & Expenses
: As your base of employment will be Boston, Massachusetts, all expenses relating to travel (airfare, lodging, meals, etc.) to other locations will be processed in accordance with the Company’s travel and expense policy.
|
10.
|
Income Tax
:
|
•
|
U.S. Income Tax:
U.S. federal income taxes will be withheld from your paycheck
|
•
|
Ireland Income Tax:
Your allocated income will be subject to tax in Ireland based on the number of days you work in Ireland. Irish income tax will be collected through an Irish payroll. Income taxes due to Ireland will result in a reduction of amounts withheld for U.S. federal income taxes though US payroll. You are responsible for any Irish tax liabilities that arise from working in Ireland, however, if working in Ireland results in additional incremental tax, the Company will provide tax equalization (including gross-up) pursuant to the Company’s current tax equalization policy.
|
•
|
Tax Preparation:
You may choose to retain a tax preparer (at your expense) to prepare your U.S. and/or Ireland tax returns; however, all tax returns must be reviewed by the Company’s selected vendor prior to filing. If you prefer, you have the option of receiving tax preparation services for the U.S. and/or Ireland tax returns from a vendor selected and paid for by Aptiv (the cost of such tax preparation services would be imputed income to you, and would not be grossed up). Should tax equalization be required, the tax vendor designated by Aptiv will prepare the calculation at Aptiv’s expense.
|
•
|
Tax Audits:
Should you be subject to an income tax audit during which an issue related to this allocation is raised by either U.S. or Ireland authorities, the Company agrees to provide full support for the audit, even if you are no longer employed by the Company at the time of the audit. Likewise, you agree to provide any relevant information to the Company if needed to aid conclusion of any relevant portion of a tax audit.
|
11.
|
Governing Law
: This letter will be construed in accordance with and governed by the laws of the State of Michigan, without regard to the choice of law principles thereof. Any suit, action or other legal proceeding arising out of or relating to this letter shall be brought exclusively in the federal or state courts located in the State of Michigan.
|
1.
|
Title
: Senior Vice President and Chief Financial Officer
|
2.
|
Legal Employer
: Delphi International Services Company, LLC
|
3.
|
Principal Place of Employment
: Boston, Massachusetts
|
4.
|
Allocation of Work Time
: Aptiv anticipates that approximately 120 working days per year will be spent working on Company business for OpCo, of which approximately 100 days will be spent working in Dublin, Ireland, with the rest spent at other global locations. Any remaining days will be spent working on TechCo business.
|
5.
|
Compensation
: Your total annual compensation (including base salary, annual incentive, and long-term incentive) will remain unchanged from the compensation approved by the Compensation and Human Resources Committee of the Board of Directors of Aptiv. You will remain on the U.S. payroll, and will continue to be paid in U.S. dollars, subject to applicable deductions and withholdings.
|
6.
|
Allocation of Compensation
:
|
•
|
Allocation of Salary:
$300,000 of your annual base salary, subject to any Irish statutory withholding obligations required.
|
•
|
Allocation of Annual Incentive Plan (AIP) Awards:
$270,000 of your AIP individual target will be allocated to OpCo, subject any Irish statutory withholding obligations required.
|
•
|
Subject to Change:
The allocation of compensation between OpCo and TechCo is subject to change based on future changes in responsibilities and/or compensation.
|
7.
|
Benefits
: You will remain eligible for all employee benefit plans offered to the Company’s U.S. employees (including but not necessarily limited to the Salaried Health Care Program, the Salaried Life & Disability Benefits Program, the Salaried Retirement Savings Program, and the Salaried Retirement Equalization Savings Program). Unless otherwise legally required, you will not be eligible to receive any Irish benefits.
|
8.
|
Travel & Expenses
: As your base of employment will be Boston, Massachusetts, all expenses relating to travel (airfare, lodging, meals, etc.) to other locations will be processed in accordance with the Company’s travel and expense policy.
|
9.
|
Income Tax
:
|
•
|
U.S. Income Tax:
U.S. federal income taxes will be withheld from your paycheck
|
•
|
Ireland Income Tax:
Your allocated income will be subject to tax in Ireland based on the number of days you work in Ireland. Irish income tax will be collected through an Irish payroll. Income taxes due to Ireland will result in a reduction of amounts withheld for U.S. federal income taxes though US payroll. You are responsible for any Irish tax liabilities that arise from working in Ireland, however, if working in Ireland results in additional incremental tax, the Company will provide tax equalization (including gross-up) pursuant to the Company’s current tax equalization policy.
|
•
|
Tax Preparation:
You may choose to retain a tax preparer (at your expense) to prepare your U.S. and/or Ireland tax returns; however, all tax returns must be reviewed by the Company’s selected vendor prior to filing. If you prefer, you have the option of receiving tax preparation services for the U.S. and/or Ireland tax returns from a vendor selected and paid for by Aptiv (the cost of such tax preparation services would be imputed income to you, and would not be grossed up). Should tax equalization be required, the tax vendor designated by Aptiv will prepare the calculation at Aptiv’s expense.
|
•
|
Tax Audits:
Should you be subject to an income tax audit during which an issue related to this allocation is raised by either U.S. or Ireland authorities, the Company agrees to provide full support for the audit, even if you are no longer employed by the Company at the time of the audit. Likewise, you agree to provide any relevant information to the Company if needed to aid conclusion of any relevant portion of a tax audit.
|
10.
|
Governing Law
: This letter will be construed in accordance with and governed by the laws of the State of Michigan, without regard to the choice of law principles thereof. Any suit, action or other legal proceeding arising out of or relating to this letter shall be brought exclusively in the federal or state courts located in the State of Michigan.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aptiv PLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Kevin P. Clark
|
|
Kevin P. Clark
|
|
President & Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aptiv PLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Joseph R. Massaro
|
|
Joseph R. Massaro
|
|
Chief Financial Officer and Senior Vice President
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Kevin P. Clark
|
|
Kevin P. Clark
|
|
President & Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Joseph R. Massaro
|
|
Joseph R. Massaro
|
|
Chief Financial Officer and Senior Vice President
|
|
(Principal Financial Officer)
|