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Aptiv PLC Form 10-Q Quarterly Report Filed 2018-05-02

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Aptiv PLC Form 10-Q Quarterly Report Filed 2018-05-02 SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Quarterly report pursuant to sections 13 or 15(d) Filing Date: 2018-05-02 | Period of Report: 2018-03-31 SEC Accession No. 0001521332-18-000025 (HTML Version on secdatabase.com) FILER Aptiv PLC Mailing Address Business Address C, ARDILAUN COURT C, ARDILAUN COURT CIK:1521332| IRS No.: 000000000 | State of Incorp.:Y9 | Fiscal Year End: 1231 112-114 ST. STEPHEN'S 112-114 ST. STEPHEN'S Type: 10-Q | Act: 34 | File No.: 001-35346 | Film No.: 18799914 GREEN GREEN SIC: 3714 Motor vehicle parts & accessories DUBLIN 2 L2 D02 TD28 DUBLIN 2 L2 D02 TD28 353-1-259-7013 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________________________________________________________________ FORM 10-Q __________________________________________________________________________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-35346 ______________________________________________________________________________________ APTIV PLC (Exact name of registrant as specified in its charter) ____________________________________________________________________________________________________ Jersey 98-1029562 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) C, Ardilaun Court 112-114 St. Stephen's Green Dublin 2, D02 TD28, Ireland (Address of principal executive offices) 353-1-259-7013 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) __________________________________________________________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No ¨. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x. No ¨. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x. Accelerated filer ¨. Non-accelerated filer ¨. (Do not check if a smaller reporting company) Smaller reporting company ¨. Emerging growth company ¨. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨. No x. The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of April 27, 2018, was 264,769,110. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents APTIV PLC INDEX Page Part I - Financial Information Item 1. Financial Statements Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017 3 (Unaudited) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 4 2017 (Unaudited) Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017 5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 6 (Unaudited) Consolidated Statement of Shareholders’ Equity for the Three Months Ended March 31, 2018 7 (Unaudited) Notes to Consolidated Financial Statements (Unaudited) 8 Cautionary Statement Regarding Forward Looking Information 50 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 Item 3. Quantitative and Qualitative Disclosures About Market Risk 69 Item 4. Controls and Procedures 69 Part II - Other Information Item 1. Legal Proceedings 70 Item 1A. Risk Factors 70 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 70 Item 6. Exhibits 71 Signatures 72 Exhibits 2 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS APTIV PLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 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 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 See notes to consolidated financial statements. 3 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents APTIV PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) 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 See notes to consolidated financial statements. 4 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents APTIV PLC CONSOLIDATED BALANCE SHEETS March 31, 2018 December 31, (Unaudited) 2017 (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 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total shareholders’ equity 3,698 3,517 Total liabilities and shareholders’ equity $ 12,560 $ 12,169 See notes to consolidated financial statements.
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