Obligation Aptive PLC 4.35% ( US03835VAG14 ) en USD

Aptive PLC

98.655 % ▲

Royaume-uni

US03835VAG14 ( en USD )

4.35% par an ( paiement semestriel )

14/03/2029

Prospectus brochure de l'obligation Aptiv PLC US03835VAG14 en USD 4.35%, échéance 14/03/2029

2 000 USD

300 000 000 USD

03835VAG1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 64 jours )

Aptiv PLC est une entreprise technologique mondiale fournissant des solutions de sécurité, de mobilité électrique et de conduite autonome pour l'industrie automobile.

L'Obligation émise par Aptive PLC ( Royaume-uni ) , en USD, avec le code ISIN US03835VAG14, paye un coupon de 4.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2029

L'Obligation émise par Aptive PLC ( Royaume-uni ) , en USD, avec le code ISIN US03835VAG14, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aptive PLC ( Royaume-uni ) , en USD, avec le code ISIN US03835VAG14, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d714671d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No.: 333-228021
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
4.350% Senior Notes due 2029

$300,000,000

$36,360.00
5.400% Senior Notes due 2049

$350,000,000

$42,420.00
Guarantees(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separation registration fee is payable for the guarantees.
Table of Contents
Prospectus Supplement
(To Prospectus dated October 26, 2018)

Aptiv PLC

$300,000,000 4.350% Senior Notes due 2029
$350,000,000 5.400% Senior Notes due 2049

We are offering $300,000,000 of our 4.350% Senior Notes due 2029 (the "2029 Notes") and $350,000,000 of our 5.400% Senior Notes due 2049 (the "2049 Notes"
and, together with the 2029 Notes, the "Notes"). The 2029 Notes will mature on March 15, 2029 and the 2049 Notes will mature on March 15, 2049. We will pay
interest on the 2029 Notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. We will pay interest on the 2049
Notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. Interest on the Notes will accrue from March 14, 2019.
We may, at our option, redeem all or part of the Notes of either series at any time at the redemption prices described herein. In addition, we may, at our option, redeem
all, but not a part, of the Notes of either series at any time in the event of certain developments affecting taxation as described herein. If we experience a change of
control triggering event (as described herein), we must offer to repurchase the Notes.
The obligations under the Notes will initially be fully and unconditionally guaranteed by certain of our subsidiaries that are obligors under Aptiv Corporation's
outstanding notes and our credit facility. The Notes and the guarantees will be general unsecured obligations of us and the guarantors, respectively, and will rank
equally in right of payment with all of our and their existing and future senior indebtedness. The Notes and the guarantees will be effectively subordinated to any of our
and the guarantors' existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Notes will be structurally subordinated
to all liabilities of our subsidiaries that do not issue or guarantee the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement.
We intend to apply to list the Notes of each series on the New York Stock Exchange (the "NYSE"). We expect trading in the Notes of each series on the NYSE to
begin within 30 days after the original issue date. If such a listing is obtained, we will have no obligation to maintain such listing, and we may delist the Notes of either
series at any time. There is currently no established trading market for the Notes of either series.

Price to
Underwriting
Proceeds to us,
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5

Public (1)
Discount

Before Expenses
Per 2029 Note

99.879%

0.65%

99.229%
Total

$299,637,000
$ 1,950,000
$
297,687,000
Per 2049 Note

99.558%

0.875%

98.683%
Total

$348,453,000
$ 3,062,500
$
345,390,500

(1) Plus accrued interest from March 14, 2019, if settlement occurs after that date.
We expect that delivery of the Notes will be made to investors in book-entry form only through the facilities of The Depository Trust Company and its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., on or about March 14, 2019.

Joint Book-Running Managers

Barclays
Deutsche Bank
Goldman Sachs & Co. LLC
J.P. Morgan
Securities

Co-Managers

BNP PARIBAS
SMBC Nikko
SOCIETE
UniCredit Capital Markets

GENERALE

February 28, 2019
Table of Contents
ABOUT THIS PROSPECTUS
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the Notes
offered hereby. The second part is the accompanying prospectus, which provides more general information, some of which may not apply to this offering.
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
Before purchasing any Notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
additional information in the documents we have listed under the heading "Where You Can Find More Information."
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than their respective dates.

Notices Under Jersey Law
The directors of the Issuer have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects,
and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All of the
directors accept responsibility accordingly.
A copy of this document has been delivered to the registrar of companies in Jersey (the "Jersey Registrar") in accordance with Article 5 of the
Companies (General Provisions) (Jersey) Order 2002, as amended, and the Jersey Registrar has given, and has not withdrawn, his consent to its circulation.
The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, or will have given prior to the issue of the Notes and not
withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Notes. The Commission is protected by the
Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly
understood that, in giving these consents, neither the Jersey Registrar nor the Commission takes any responsibility for the financial soundness of the Issuer
or for the correctness of any statements made, or opinions expressed, with regard to it.
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5
If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.

In this prospectus, unless otherwise indicated or the context otherwise requires, "Aptiv," the "Company," "we," "us" and "our" refer to Aptiv PLC, a
public limited company formed under the laws of Jersey on May 19, 2011. References to the "Issuer" refer to Aptiv PLC, as the issuer of the Notes, and not
to any of its subsidiaries.
On March 31, 2016, we completed the final step of our strategy to divest our former Thermal Systems business through the sale of our ownership
interest in the Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture for net cash proceeds of $62 million. Previously, on June 30, 2015
we completed the sale of the Company's wholly owned Thermal Systems business to MAHLE GmbH ("MAHLE") for net cash

S-i
Table of Contents
proceeds of approximately $660 million, and on September 24, 2015 we completed the sale of our interest in the Korea Delphi Automotive Systems
Corporation ("KDAC") joint venture to a separate buyer for net cash proceeds of $70 million. The SDAAC and KDAC joint ventures were previously
reported within the Thermal Systems segment. Proceeds from the sale were used to fund growth initiatives, including acquisitions, as well as share
repurchases.
On December 4, 2017, the Company completed the separation (the "Separation") of its former Powertrain Systems segment by distributing to Aptiv
shareholders on a pro rata basis all of the issued and outstanding ordinary shares of Delphi Technologies PLC, a public limited company formed to hold the
spun-off business. To effect the Separation, the Company distributed to its shareholders one ordinary share of Delphi Technologies PLC for every three
Aptiv ordinary shares outstanding as of November 22, 2017, the record date for the distribution. Following the Separation, the remaining company changed
its name to Aptiv PLC and New York Stock Exchange symbol to "APTV."
As the disposal of both the Powertrain Systems and Thermal Systems businesses represented strategic shifts that will have a major effect on the
Company's operations and financial results, the assets and liabilities, operating results, and operating and investing cash flows for the previously reported
Powertrain Systems and Thermal Systems segments are presented as discontinued operations separate from the Company's continuing operations for all
periods presented.

S-ii
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Where You Can Find More Information
S-iv
Special Note On Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-11
Capitalization
S-12
Board of Directors
S-13
Description of Notes
S-14
Tax Considerations
S-40
Underwriting
S-44
Legal Matters
S-49
Experts
S-49
Prospectus

Page
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5
The Company

4
Where You Can Find More Information

4
Special Note on Forward-Looking Statements

5
Risk Factors

7
Use of Proceeds

7
Ratio of Earnings to Fixed Charges

7
Description of Share Capital

8
Description of Debt Securities and Guarantees of Debt Securities

11
Description of Warrants

13
Description of Purchase Contracts

14
Description of Units

15
Forms of Securities

15
Validity of Securities

17
Experts

17

S-iii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the
SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement, and information that we
file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all
documents we file pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectus
supplement and prior to the termination of this offering (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules):

· Our Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 4, 2019; and

· Our Current Reports on Form 8-K filed on January 31, 2019 (other than Item 2.02) and February 28, 2019.
You may request a free copy of these filings by writing to, or telephoning, us at the following address and phone number:
Aptiv PLC
5 Hanover Quay
Grand Canal Dock
Dublin 2, Ireland
353-1-259-7013
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents incorporated by reference herein, contains forward-looking statements that reflect, when made,
our current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and
factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, express
or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or our strategies or
expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," "outlook" or "continue," and other
comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to,
the following: global and regional economic conditions, including conditions affecting the credit market and resulting from the United Kingdom
referendum in which voters approved an exit from the European Union, commonly referred to as "Brexit," scheduled to become effective on March 29,
2019; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential
disruptions in the supply of and changes in the competitive environment for raw material integral to our products; our ability to maintain contracts that are
critical to our operations; potential changes to beneficial free trade laws and regulations such as the North American Free Trade Agreement and its
anticipated successor agreement, the United States-Mexico-Canada Agreement which is still subject to approval; our ability to integrate and realize the
benefits of recent acquisitions; our ability to attract, motivate and/or retain key executives; our ability to avoid or continue to operate during a strike, or
partial work stoppage or slow down by any of our unionized employees or those of our principal customers, and our ability to attract and retain customers.
Additional factors are discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5

S-iv
Table of Contents
Condition and Results of Operations" in our filings with the Securities and Exchange Commission, including those set forth in our Annual Report on Form
10-K for the fiscal year ended December 31, 2018. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events
or how they may affect us. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new
information, future events and/or otherwise, except as may be required by law.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity,
performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these
forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus supplement to
conform our prior statements to actual results or revised expectations.

S-v
Table of Contents
SUMMARY
This summary description of our business and the offering may not contain all of the information that may be important to you. For a more
complete understanding of our business and this offering, we encourage you to read this entire prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein. In particular, you should read the following summary together with the more
detailed information and consolidated financial statements and the notes to those statements included elsewhere in or incorporated by reference into
this prospectus supplement and the accompanying prospectus.
Company Overview
We are a leading global technology and mobility company primarily serving the automotive sector. We design and manufacture vehicle
components and provide electrical, electronic and active safety technology solutions to the global automotive market, creating the software and
hardware foundation for vehicle features and functionality. We enable and deliver end-to-end smart mobility solutions, active safety and autonomous
driving technologies and provide enhanced user experience and connected services. Our Advanced Safety and User Experience segment is focused on
providing the necessary software and advanced computing platforms and our Signal and Power Solutions segment is focused on providing the
requisite networking architecture required to support the integrated systems in today's complex vehicles. Together, our businesses develop the `brain'
and the `nervous system' of increasingly complex vehicles, providing integration of the vehicle into its operating environment.
We are one of the largest vehicle component manufacturers, and our customers include all 25 of the largest automotive original equipment
manufacturers ("OEMs") in the world. We operate 126 major manufacturing facilities and 15 major technical centers utilizing a regional service
model that enables us to efficiently and effectively serve our global customers from best cost countries. We have a presence in 44 countries and have
approximately 18,600 scientists, engineers and technicians focused on developing market relevant product solutions for our customers.
We are focused on growing and improving the profitability of our businesses, and have implemented a strategy designed to position the
Company to deliver industry-leading long-term shareholder returns. This strategy includes disciplined investing in our business to grow and enhance
our product offerings, strategically focusing our portfolio in high-technology, high-growth spaces in order to meet consumer preferences and
leveraging an industry-leading cost structure to expand our operating margins. In line with the long-term growth in emerging markets, we have been
increasing our focus on these markets, particularly in China, where we have a major manufacturing base and strong customer relationships.
Our principal executive offices are located at 5 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland and our telephone number is 353-1-259-
7013. Our register of members is kept at our registered office, which is Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, Channel
Islands.
Redemption of 2020 Notes
We expect to use the net proceeds from this offering to redeem our 3.150% Senior Notes due 2020 (the "2020 Notes"). See "Use of Proceeds."

https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5
S-1
Table of Contents
The Offering
This summary highlights certain terms of the offering but does not contain all information that may be important to you. We encourage you to
read this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision.

Issuer
Aptiv PLC

Securities Offered
$300,000,000 aggregate principal amount of 4.350% Senior Notes due 2029.

$350,000,000 aggregate principal amount of 5.400% Senior Notes due 2049.

Maturity Date
March 15, 2029 for the 2029 Notes.

March 15, 2049 for the 2049 Notes.

Interest Rate
4.350% per annum for the 2029 Notes.

5.400% per annum for the 2049 Notes.

Interest Payment Dates
Semi-annually in arrears on March 15 and September 15 of each year, commencing
September 15, 2019 for the 2029 Notes.

Semi-annually in arrears on March 15 and September 15 of each year, commencing

September 15, 2019 for the 2049 Notes.

Guarantees
The payment of the principal, premium and interest on the Notes will be fully and
unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of
our subsidiaries that are obligors under Aptiv Corporation's outstanding notes and our credit
facility. Under certain circumstances, the subsidiary guarantors may be released from the
guarantees without the consent of the holders of the Notes. See "Description of Notes--Note
Guarantees."

Ranking
The Notes and the guarantees will be the Issuer's and the guarantors' general unsecured
obligations and will:

· rank equally in right of payment with all of their existing and future senior indebtedness;

· rank senior in right of payment to all of their future subordinated indebtedness;

· be effectively subordinated in right of payment to all of their existing and future secured

indebtedness to the extent of the value of the collateral securing such indebtedness; and

· be structurally subordinated in right of payment to all indebtedness and other liabilities of

each of our existing and future subsidiaries that is not a guarantor of the Notes.

S-2
Table of Contents
At December 31, 2018, on an as adjusted basis after giving effect to the offering of the Notes

and the redemption of the 2020 Notes with the proceeds of this offering, we would have had
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5
total indebtedness of $4,339 million, including $311 million of secured debt.

Our non-guarantor subsidiaries contribute substantially all of our revenues and operating
income, and comprise substantially all of our assets and had total liabilities of $5,629 million,

or 63.9%, of our total liabilities as of December 31, 2018 (without giving effect to
intercompany eliminations).

Optional Redemption
At any time prior to December 15, 2028 (three months prior to the maturity date of the 2029
Notes), we may redeem the 2029 Notes, in whole or in part, at a price equal to 100% of the
principal amount of the 2029 Notes we redeem, plus a make-whole premium. On or after
December 15, 2028, we may redeem the 2029 Notes at a price equal to their principal
amount. In any such case, we also will pay any accrued and unpaid interest to, but excluding,
the redemption date.

At any time prior to September 15, 2048 (six months prior to the maturity date of the 2049
Notes), we may redeem the 2049 Notes, in whole or in part, at a price equal to 100% of the
principal amount of the 2049 Notes we redeem, plus a make-whole premium. On or after

September 15, 2048, we may redeem the 2049 Notes at a price equal to their principal
amount. In any such case, we also will pay any accrued and unpaid interest to, but excluding,
the redemption date.

See "Description of Notes--Optional Redemption."

Covenants
We will issue the Notes under an indenture containing covenants for your benefit. These
covenants restrict our ability, with certain exceptions, to:

· create certain liens;

· enter into sale/leaseback transactions; and

· consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our

assets, or merge with or into, any other person or entity.

These covenants are subject to important exceptions and qualifications described under the

heading "Description of Notes--Certain Covenants."

Optional Tax Redemption
We may redeem the Notes of either series as a whole but not in part, at our option, in the
event of certain changes in tax law that would require us to pay Additional Amounts (as
defined in the section entitled "Description of Notes--Payment of Additional Amounts") to
holders of the Notes in respect of withholding taxes that cannot be avoided by taking
reasonable measures available to us, at a price equal to 100% of the principal amount of the
Notes plus accrued and unpaid interest, if any, to but excluding the date of redemption.

S-3
Table of Contents

See "Description of Notes--Tax Redemption."

Additional Amounts
Subject to certain exceptions and limitations, we will pay such Additional Amounts (as
defined in the section entitled "Description of Notes--Payment of Additional Amounts") on
the Notes (or payments under the Note Guarantees in respect thereof) as may be necessary so
that the net amount received by each holder of the Notes after all withholding or deductions,
if any, will not be less than the amount the holder would have received in respect of such
Note (or payments under the Note Guarantees in respect thereof) in the absence of such
withholding or deduction.

See "Description of Notes--Payment of Additional Amounts."
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5

Use of Proceeds
We expect to use the net proceeds from this offering to repay the 2020 Notes. For more
information about our use of proceeds from this offering, see "Use of Proceeds."

Listing
We intend to apply to list the Notes of each series on the NYSE. We expect trading in the
Notes of each series on the NYSE to begin within 30 days after the original issue date. If such
a listing is obtained, we will have no obligation to maintain such listing, and we may delist
the Notes of either series at any time. There is currently no established trading market for the
Notes of either series. The underwriters have advised us that they currently intend to make a
market in the Notes. However, they are not obligated to do so, and they may discontinue any
market-making with respect to the Notes of either series without notice. Accordingly, we
cannot assure you as to the development or liquidity of any market for the Notes of either
series.

Form and Denominations
We will issue the Notes in the form of one or more fully registered global securities, without
coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

Risk Factors
Investing in the Notes involves substantial risk. Please read "Risk Factors" beginning on
page S-7 of this prospectus supplement and on page 13 of our annual report on Form 10-K
for the year ended December 31, 2018 incorporated by reference herein, for a discussion of
certain factors you should consider in evaluating an investment in the Notes.

S-4
Table of Contents
Summary Historical Consolidated Financial Data
The following selected consolidated financial data of the Company has been derived from the audited consolidated financial statements of the
Company and should be read in conjunction with, and are qualified by reference to, "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the
year ended December 31, 2018, incorporated by reference herein.
The assets and liabilities and operating results for the previously reported Powertrain Systems and Thermal Systems segments have been
reclassified as discontinued operations separate from the Company's continuing operations for all periods presented. For further information
regarding discontinued operations, see Note 25. Discontinued Operations to the audited consolidated financial statements incorporated herein.

Year Ended December 31,

2018

2017

2016

Statements of operations data:

Net sales

$14,435
$12,884
$12,274
Depreciation and amortization (1)

676

546

489
Operating income

1,473
1,416
1,539
Interest expense

(141)

(140)

(155)
Income from continuing operations

1,107
1,063

868
Income from discontinued operations, net of tax

--

365

458

Net income

1,107
1,428
1,326
Other financial data:

Capital expenditures

$
846
$
698
$
657
Adjusted operating income (2)

1,751
1,594
1,623
Adjusted operating income margin (3)

12.1%

12.4%

13.2%
Net cash provided by operating activities (4)

$ 1,628
$ 1,468
$ 1,941
Net cash used in investing activities (4)

(2,048)
(1,252)

(578)
Net cash (used in) provided by financing activities (4)

(555)

456
(1,081)

As of

December 31, 2018
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5

(dollars in millions)
Balance sheet data:

Cash and cash equivalents

$
567
Total assets

$
12,480
Total debt

$
4,344
Working capital, as defined (5)

$
1,430
Shareholders' equity

$
3,670

(1)
Includes long-lived and intangible asset impairments.
(2)
Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax expense, equity income
(loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring, other acquisition and portfolio project costs (which
includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and
product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and deferred compensation related to
acquisitions. Adjusted Operating Income is presented as a supplemental measure of the Company's financial performance which management
believes is useful to investors in

S-5
Table of Contents
assessing the Company's ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved
comparability between periods through the exclusion of certain items that management believes are not indicative of the Company's core
operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in
its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes.
Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and

forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational
profitability or loss of our operating segments. Adjusted Operating Income should not be considered a substitute for results prepared in
accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Aptiv, which is the most directly
comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Adjusted Operating Income, as determined
and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.
The reconciliation of Adjusted Operating Income to operating income includes restructuring, other acquisition and portfolio project costs (which
includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and
product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures and deferred compensation related to
acquisitions. The reconciliation of Adjusted Operating Income to net income attributable to the Company is as follows:

Year Ended December 31,

2018
2017
2016
Net income attributable to the Company

$1,067
$1,355
$1,257
Net income attributable to noncontrolling interest

40

73

69
Income from discontinued operations, net of tax

--
(365)
(458)

Income from continuing operations

1,107
1,063

868
Equity income, net of tax

(23)

(31)

(35)
Income tax expense

250

223

167
Other (income) expense, net (a) (a)

(2)

21

384
Interest expense

141

140

155

Operating income (b)

$1,473
$1,416
$1,539
Restructuring

109

129

167
Other acquisition and portfolio project costs

78

28

57
Asset impairments

34

9

1
Gain (loss) on business divestitures, net

--

--
(141)
Deferred compensation related to nuTonomy acquisition

57

12

--

Adjusted operating income (b)

$1,751
$1,594
$1,623

(a)
During the year ended December 31, 2016, the Company recorded a reserve of $300 million for litigation related to general unsecured

claims against DPHH, as further described in Note 13. Commitments and Contingencies to the audited consolidated financial statements
incorporated by reference herein.
(b)
On December 30, 2016, we completed the sale of our Mechatronics business, as further described in Note 20. Acquisitions and
https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

424B5

Divestitures to the audited consolidated financial statements incorporated by reference herein. Given the timing of the divestiture, the
operating results of this business are reflected in our 2016 results and impacts comparability to 2017 results.

(3)
Adjusted operating income margin is defined as adjusted operating income as a percentage of net sales.
(4)
Includes amounts attributable to discontinued operations.
(5)
Working capital is calculated herein as accounts receivable plus inventories less accounts payable.

S-6
Table of Contents
RISK FACTORS
Investing in the Notes involves risks. You should carefully consider all the information set forth in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein before deciding to invest in the Notes. In particular, we urge you to carefully
consider the risk factors set forth below as well as those under the heading "Risk Factors" in our Annual Report on Form 10-K for fiscal year ended
December 31, 2018 incorporated by reference herein.
Risks Related to the Notes
Our debt exposes us to certain risks.
As of December 31, 2018, after giving effect to this offering and the redemption of the 2020 Notes, our total indebtedness would have been
$4,339 million. Our indebtedness could have important consequences, including:

· making it more difficult for us to satisfy our obligations with respect to the Notes;

· increasing our vulnerability to adverse economic or industry conditions;

· requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the

availability of our cash flow to fund working capital, capital expenditures, research and development efforts, and other general corporate
purposes;

· increasing our vulnerability to, and limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we

operate;

· exposing us to the risk of increased interest rates as borrowings under our credit agreement are subject to variable rates of interest;

· placing us at a competitive disadvantage compared to our competitors that have less debt; and

· limiting our ability to borrow additional funds.
Despite the level of our indebtedness, we may still incur significantly more indebtedness. This could further increase the risks associated with our
indebtedness.
Despite our current level of indebtedness, we and our subsidiaries may be able to incur significant additional indebtedness, including secured
indebtedness, in the future. For example, we had no drawings and $2.0 billion of available borrowings under our revolving credit facility as of
December 31, 2018. Additionally, the Notes offered hereby contain no restrictive covenants on our ability to incur more debt. If new indebtedness is added
to our and our subsidiaries' current debt levels, the related risks that we and they face would be increased, and we may not be able to meet all our debt
obligations, including repayment of the Notes, in whole or in part.
We may not be able to generate sufficient cash from operations to service our debt.
Our ability to make payments on, and to refinance, our indebtedness and to fund planned capital expenditures and research and development efforts
will depend on our ability to generate cash in the future and our ability to borrow under our credit agreement to the extent of available borrowings. This, to
a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If economic
conditions worsen, we could experience decreased revenues from our operations and could fail to generate sufficient cash to fund our liquidity needs or
fail to satisfy the restrictive covenants and borrowing limitations which we are subject to under certain of our indebtedness.
Based on our current and expected level of operations, we believe our cash flow from operations, available cash and available borrowings under our
credit agreement will be adequate to meet our future liquidity needs. We

https://www.sec.gov/Archives/edgar/data/1521332/000119312519061067/d714671d424b5.htm[3/4/2019 9:11:38 AM]

Document Outline

#1">
- #1">