Business Context and Reporting Period
This Form 8-K, dated December 4, 2017, reports the completion of a corporate spin-off and name change for Aptiv PLC (formerly Delphi Automotive PLC). On the Distribution Date of December 4, 2017, the Company separated its Powertrain Systems segment into a new independent entity, Delphi Technologies PLC. Effective December 5, 2017, the Company began trading on the NYSE under the ticker symbol "APTV," while Delphi Technologies began trading under "DLPH."
Key Financial Metrics
The filing details a specific cash transaction related to the separation but does not provide standard operating metrics such as revenue, profit, or margins for the period.
- Cash Distribution: Delphi Technologies and its affiliates made a cash distribution of approximately $1,148 million to the Company in connection with the Spin-Off.
- Share Distribution: Shareholders received one ordinary share of Delphi Technologies for every three ordinary shares of the Company held as of the November 22, 2017 Record Date.
- Pro Forma Data: Unaudited pro forma consolidated financial information is referenced in Exhibit 99.1 but is not included in the text of this filing.
Material Changes
The primary material change is the structural separation of the Powertrain Systems segment. Additionally, the Company changed its legal name from Delphi Automotive PLC to Aptiv PLC. The filing notes that the Company's amended and restated memorandum and articles of association reflect this name change.
Management Commentary, Risks, and Unusual Items
Management Changes:
- Directors: Joseph S. Cantie, Gary L. Cowger, and Timothy M. Manganello resigned from the Aptiv Board effective December 4, 2017, to join the board of Delphi Technologies. The filing states these resignations were not due to any disagreement with the Company.
- Officers: Liam Butterworth resigned as Senior Vice President and President of Powertrain Systems to become the President, CEO, and a director of Delphi Technologies.
Disclosure: The Company has made unaudited non-GAAP adjusted pro forma financial information available on its Investor Relations website to assist investors in assessing historical performance excluding Delphi Technologies. This information is not deemed "filed" under the Exchange Act.
Investor Verification Checklist
- Verify the receipt of Delphi Technologies shares or cash in lieu of fractional shares based on the 1-for-3 distribution ratio.
- Review Exhibit 99.1 for the unaudited pro forma consolidated financial information to understand the standalone financial position of Aptiv PLC.
- Confirm the new ticker symbol "APTV" for trading on the NYSE starting December 5, 2017.
- Check the Investor Relations website for the non-GAAP adjusted pro forma financial data for the nine months ended September 30, 2017, and prior years.