Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Registrant Name | Delphi Automotive PLC | |
Entity Central Index Key | 1,521,332 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 280,088,170 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 3,631 | $ 3,762 | $ 11,286 | $ 11,721 | |||||||
Operating expenses: | |||||||||||
Cost of sales | 2,862 | 3,041 | 8,994 | 9,467 | |||||||
Selling, general and administrative | 249 | 259 | 765 | 768 | |||||||
Amortization | 23 | 24 | 70 | 71 | |||||||
Restructuring | 36 | 46 | 69 | 121 | |||||||
Total operating expenses | 3,170 | 3,370 | 9,898 | 10,427 | |||||||
Operating income | 461 | 392 | 1,388 | 1,294 | |||||||
Interest expense | (30) | (33) | (92) | (101) | |||||||
Other income (expense), net | (11) | 5 | (67) | (9) | |||||||
Income from continuing operations before income taxes and equity income | 420 | 364 | 1,229 | 1,184 | |||||||
Income tax expense | (61) | (56) | (202) | (181) | |||||||
Income from continuing operations before equity income | 359 | 308 | 1,027 | 1,003 | |||||||
Equity income, net of tax | 5 | 5 | 10 | 15 | |||||||
Income from continuing operations | 364 | 313 | 1,037 | 1,018 | |||||||
Income from discontinued operations, net of tax | 54 | 12 | 277 | 54 | |||||||
Net income | 418 | 325 | 1,314 | 1,072 | |||||||
Net income attributable to noncontrolling interest | 14 | 20 | 56 | 65 | |||||||
Net income attributable to Delphi | 404 | 305 | 1,258 | 1,007 | |||||||
Amounts attributable to Delphi: | |||||||||||
Income from continuing operations | 351 | 299 | 989 | 969 | |||||||
Income from discontinued operations | 53 | 6 | 269 | 38 | |||||||
Net income attributable to Delphi | $ 404 | $ 305 | $ 1,258 | $ 1,007 | |||||||
Basic net income per share: | |||||||||||
Income from Continuing Operations, per basic share | $ 1.24 | $ 1 | $ 3.44 | $ 3.20 | |||||||
Income from Discontinued Operations, per basic share | 0.19 | 0.02 | 0.94 | 0.13 | |||||||
Basic net income per share attributable to Delphi | $ 1.43 | $ 1.02 | $ 4.38 | $ 3.33 | |||||||
Weighted average number of basic shares outstanding | 282,970 | 298,590 | 287,180 | 302,350 | |||||||
Diluted net income per share: | |||||||||||
Income from Continuing Operations, per diluted share | $ 1.23 | $ 1 | $ 3.43 | $ 3.19 | |||||||
Income from Discontinued Operations, per diluted share | 0.19 | 0.02 | 0.93 | 0.13 | |||||||
Diluted net income per share attributable to Delphi | $ 1.42 | $ 1.02 | $ 4.36 | $ 3.32 | |||||||
Weighted average number of diluted shares outstanding | 284,400 | 300,140 | 288,330 | 303,560 | |||||||
Cash dividends declared per share | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.75 | $ 1 | $ 0.68 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 418 | $ 325 | $ 1,314 | $ 1,072 |
Other comprehensive income (loss): | ||||
Currency translation adjustments | (120) | (179) | (293) | (172) |
Net change in unrecognized gain (loss) on derivative instruments, net of tax (Note 14) | (33) | (23) | (39) | (16) |
Employee benefit plans adjustment, net of tax | 24 | 12 | 46 | 14 |
Other comprehensive income (loss) | (129) | (190) | (286) | (174) |
Comprehensive income | 289 | 135 | 1,028 | 898 |
Comprehensive income attributable to noncontrolling interests | 3 | 17 | 44 | 60 |
Comprehensive income attributable to Delphi | $ 286 | $ 118 | $ 984 | $ 838 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 434 | $ 859 |
Restricted cash | 2 | 1 |
Accounts receivable, net | 2,615 | 2,400 |
Inventories (Note 3) | 1,187 | 1,013 |
Other current assets (Note 4) | 629 | 567 |
Current assets held for sale (Note 21) | 187 | 384 |
Total current assets | 5,054 | 5,224 |
Long-term assets: | ||
Property, net | 3,010 | 3,021 |
Investments in affiliates | 93 | 98 |
Intangible assets, net (Note 2) | 664 | 728 |
Goodwill (Note 2) | 640 | 656 |
Other long-term assets (Note 4) | 1,331 | 508 |
Long-term assets held for sale (Note 21) | 0 | 511 |
Total long-term assets | 5,738 | 5,522 |
Total assets | 10,792 | 10,746 |
Current liabilities: | ||
Short-term debt (Note 8) | 424 | 34 |
Accounts payable | 2,327 | 2,278 |
Accrued liabilities (Note 5) | 1,182 | 1,221 |
Current liabilities held for sale (Note 21) | 95 | 356 |
Total current liabilities | 4,028 | 3,889 |
Long-term liabilities: | ||
Long-term debt (Note 8) | 2,698 | 2,417 |
Pension benefit obligations | 898 | 1,002 |
Other long-term liabilities (Note 5) | 394 | 390 |
Long-term liabilities held for sale (Note 21) | 0 | 35 |
Total long-term liabilities | 3,990 | 3,844 |
Total liabilities | $ 8,018 | $ 7,733 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity: | ||
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding | $ 0 | $ 0 |
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 280,614,686 and 291,619,411 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 3 | 3 |
Additional paid-in capital | 1,635 | 1,700 |
Retained earnings | 1,693 | 1,548 |
Accumulated other comprehensive loss (Note 13) | (1,015) | (741) |
Total Delphi shareholders' equity | 2,316 | 2,510 |
Noncontrolling interest | 458 | 503 |
Total shareholders' equity | 2,774 | 3,013 |
Total liabilities and shareholders' equity | $ 10,792 | $ 10,746 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value per share | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 50,000,000 | 50,000,000 |
Preferred shares, outstanding | 0 | 0 |
Ordinary Shares, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Ordinary shares, authorized | 1,200,000,000 | 1,200,000,000 |
Ordinary shares, outstanding | 280,614,686 | 291,619,411 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 1,314 | $ 1,072 |
Income from discontinued operations, net of tax | 277 | 54 |
Income from continuing operations | 1,037 | 1,018 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 324 | 335 |
Amortization | 70 | 71 |
Amortization of deferred debt issuance costs | 8 | 7 |
Restructuring expense, net of cash paid | (26) | 12 |
Deferred income taxes | (10) | (3) |
Pension and other postretirement benefit expenses | 60 | 70 |
Income from equity method investments, net of dividends received | 3 | (15) |
Loss on extinguishment of debt | 52 | 34 |
Gain on sale of assets | (22) | 0 |
Share-based compensation | 52 | 53 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (217) | (139) |
Inventories | (179) | (103) |
Other assets | (26) | (32) |
Accounts payable | 125 | 16 |
Accrued and other long-term liabilities | (92) | (44) |
Other, net | (71) | 1 |
Pension contributions | (59) | (66) |
Net cash provided by operating activities from continuing operations | 1,029 | 1,215 |
Net cash (used in) provided by operating activities from discontinued operations | (21) | 47 |
Net cash provided by operating activities | 1,008 | 1,262 |
Cash flows from investing activities: | ||
Capital expenditures | (539) | (601) |
Proceeds from sale of property / investments | 7 | 7 |
Net proceeds from divestiture of discontinued operations | 730 | 0 |
Proceeds from business divestitures, net of $7 payment in 2015 | 18 | 0 |
Cost of businesses, investment and technology acquisitions, net of cash acquired | (38) | 0 |
Deposit for acquisition of HellermannTyton | (844) | 0 |
(Increase) decrease in restricted cash | (1) | 1 |
Net cash provided by (used in) investing activities from continuing operations | (667) | (593) |
Net cash used in investing activities from discontinued operations | (68) | (64) |
Net cash provided by (used in) investing activities | (735) | (657) |
Cash flows from financing activities: | ||
Net proceeds under other short-term debt agreements | 399 | 9 |
Repayments under long-term debt agreements | 0 | (164) |
Repayment of senior notes | (546) | (526) |
Proceeds from issuance of senior notes, net of issuance costs | 753 | 691 |
Dividend payments of consolidated affiliates to minority shareholders | (63) | (61) |
Repurchase of ordinary shares | (946) | (662) |
Distribution of cash dividends | (216) | (228) |
Taxes withheld and paid on employees' restricted share awards | (58) | (8) |
Net cash used in financing activities | (677) | (949) |
Effect of exchange rate fluctuations on cash and cash equivalents | (41) | (19) |
Increase (decrease) in cash and cash equivalents | (445) | (363) |
Cash and cash equivalents at beginning of period | 904 | 1,389 |
Cash and cash equivalents at end of period | 459 | 1,026 |
Cash and cash equivalents of discontinued operations | 25 | 19 |
Cash and cash equivalents of continuing operations | $ 434 | $ 1,007 |
Consolidated Statements Of Cas7
Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Payment associated with business disposal | $ (7) | $ 0 |
Consolidated Statement Of Share
Consolidated Statement Of Shareholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Millions | Total | Ordinary Shares | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Delphi Shareholders' Equity | Noncontrolling Interest |
Balance at Dec. 31, 2014 | $ 3,013 | $ 3 | $ 1,700 | $ 1,548 | $ (741) | $ 2,510 | $ 503 |
Balance, in shares at Dec. 31, 2014 | 291,000,000 | ||||||
Net income | 1,314 | 1,258 | 1,258 | 56 | |||
Other comprehensive income (loss) | (286) | (274) | (274) | (12) | |||
Dividends on ordinary shares | (216) | 3 | (219) | (216) | 0 | ||
Dividend payments of consolidated affiliates to minority shareholders | (89) | (89) | |||||
Taxes witheld on employees' restricted share award vestings | $ (58) | (58) | (58) | ||||
Repurchase of ordinary shares, in shares | (12,174,805) | (12,000,000) | |||||
Repurchase of ordinary shares | $ (959) | (65) | (894) | (959) | |||
Share-based compensation, in shares | 2,000,000 | ||||||
Share based compensation | 53 | 53 | 53 | ||||
Excess tax benefits on share-based compensation | 2 | 2 | 0 | 0 | 2 | 0 | |
Balance at Sep. 30, 2015 | $ 2,774 | $ 3 | $ 1,635 | $ 1,693 | $ (1,015) | $ 2,316 | $ 458 |
Balance, in shares at Sep. 30, 2015 | 281,000,000 |
General
General | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | GENERAL General and basis of presentation —“Delphi,” the “Company,” “we,” “us” and “our” refer to Delphi Automotive PLC, a public limited company which was formed under the laws of Jersey on May 19, 2011 , together with its subsidiaries, including Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales which was formed on August 19, 2009 for the purpose of acquiring certain assets of the former Delphi Corporation ("the Acquisition"), and became a subsidiary of Delphi Automotive PLC in connection with the completion of the Company’s initial public offering on November 22, 2011 . The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements and notes thereto included in this report should be read in conjunction with Delphi's 2014 Annual Report on Form 10-K and the Current Report on Form 8-K filed June 5, 2015 to update the 2014 Annual Report on Form 10-K for the reclassification of the Company's Thermal Systems business as discontinued operations. Nature of operations —Delphi is a leading global vehicle components manufacturer and provides electrical and electronic, powertrain and safety technology solutions to the global automotive and commercial vehicle markets. Delphi operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from low cost countries. In line with the growth in emerging markets, Delphi has been increasing its focus on these markets, particularly in China, where the Company has a major manufacturing base and strong customer relationships. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES Consolidation —The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates over which Delphi exercises significant influence (generally a 20% to 50% ownership interest) is included in the consolidated operating results using the equity method of accounting. When Delphi does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates are accounted for using the cost method. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. During the three and nine months ended September 30, 2015 , Delphi received dividends of $5 million and $13 million , respectively, from one of its equity method investments. During the nine months ended September 30, 2014 , Delphi received a dividend of $10 million from its equity method investment in Korea Delphi Automotive Systems Corporation ("KDAC"), a Korean unconsolidated joint venture which was sold in the three months ended September 30, 2015 and has been reclassified to discontinued operations, as further described in Note 21. Discontinued Operations. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities and cash flows from operating activities from discontinued operations, respectively. Investments in affiliates accounted for under the cost method totaled $23 million and $0 million as of September 30, 2015 and December 31, 2014 , respectively, and are classified within other long-term assets in the consolidated balance sheet. Use of estimates —Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates. Net income per share —Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. See Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share. Cash and cash equivalents —Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less. Accounts receivable —Delphi enters into agreements to sell certain of its accounts receivable, primarily in North America and Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense. Assets and liabilities held for sale —The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets. Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheet. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts. Refer to Note 21. Discontinued Operations for further information regarding the Company's assets and liabilities held for sale. Intangible assets —Intangible assets were $664 million and $728 million as of September 30, 2015 and December 31, 2014 , respectively. Delphi amortizes definite-lived intangible assets over their estimated useful lives. Delphi has definite-lived intangible assets related to patents and developed technology, customer relationships, trade names and in-process research and development. Delphi does not amortize indefinite-lived in-process research and development, but tests for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $23 million and $70 million for the three and nine months ended September 30, 2015 and $24 million and $71 million for the three and nine months ended September 30, 2014 , respectively. Goodwill —Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Delphi tests goodwill for impairment annually or more frequently when indications of potential impairment exist. Delphi monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management. The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by first comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying value. There were no indicators of potential goodwill impairment as of September 30, 2015 . Goodwill was $640 million and $656 million as of September 30, 2015 and December 31, 2014 , respectively. Warranty and product recalls —Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations. Discontinued operations —The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components of the Company represents a strategic shift that will have a major effect on the Company's operations and financial results. During the nine months ended September 30, 2015 , Delphi completed the divestitures of the Company's wholly owned Thermal Systems business and the Company's interest in its KDAC joint venture. The Company has also entered into a separate agreement for the sale of its interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Delphi's interests in these joint ventures were previously reported within the Thermal Systems segment. Accordingly, the assets and liabilities, operating results and operating and investing cash flows for the previously reported Thermal Systems segment are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. Prior period information has been reclassified to present this business as discontinued operations for all periods presented, and has therefore been excluded from both continuing operations and segment results for all periods presented in these consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted. These items had no impact on the amounts of previously reported net income attributable to Delphi or total shareholders' equity. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations. Income taxes —Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. Refer to Note 11. Income Taxes. Restructuring —Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring. Customer concentrations —As reflected in the table below, combined net sales from continuing operations to General Motors Company ("GM") and Volkswagen Group (“VW”), Delphi's two largest customers, totaled approximately 23% and 22% of our total net sales for the three and nine months ended September 30, 2015 , respectively, and 25% and 25% for the three and nine months ended September 30, 2014 , respectively. Percentage of Total Net Sales Accounts and Other Receivables Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2015 2014 2015 2014 (in millions) GM 15 % 17 % 14 % 16 % $ 334 $ 301 VW 8 % 8 % 8 % 9 % 212 187 Retrospective changes —Prior period information has been reclassified to present the Thermal Systems business as discontinued operations for all periods presented, and has therefore been excluded from both continuing operations and segment results for all periods presented in these consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations. Recently issued accounting pronouncements —In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for fiscal years beginning after December 15, 2014 and should be applied prospectively. Delphi adopted this guidance effective January 1, 2015, and has applied it to the Company’s discontinued operation classification of the Thermal Systems business, as further discussed in Note 21. Discontinued Operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The guidance is currently effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ASC Topic 718, Compensation-Stock Compensation , as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Delphi adopted this guidance effective January 1, 2015, and it did not have a significant impact on Delphi's financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This guidance requires that debt issuance costs be presented as a direct reduction to the carrying amount of the related debt in the balance sheet rather than as a deferred charge, consistent with the presentation of discounts on debt. ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs associated with Line-of-Credit Arrangements , was issued in August 2015 to clarify that the U.S. Securities and Exchange Commission ("SEC") staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements, other than the reclassification of deferred issuance costs related to a recognized debt liability in accordance with the new presentation requirements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . This guidance requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The guidance is effective for interim and annual periods beginning after December 15, 2016, and is to be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any. The guidance is effective for interim and annual periods beginning after December 15, 2015, and is to be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not yet been made available for issuance. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements, other than the application to adjustments to provisional amounts resulting from business combinations for which the accounting is incomplete as of the end of a reporting period. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below: September 30, December 31, (in millions) Productive material $ 684 $ 562 Work-in-process 96 104 Finished goods 407 347 Total $ 1,187 $ 1,013 |
Assets
Assets | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Assets | ASSETS Other current assets consisted of the following: September 30, December 31, (in millions) Value added tax receivable $ 186 $ 191 Deferred income taxes 177 171 Prepaid insurance and other expenses 97 59 Reimbursable engineering costs 70 55 Notes receivable 24 28 Income and other taxes receivable 39 34 Deposits to vendors 8 8 Derivative financial instruments (Note 14) 5 — Other 23 21 Total $ 629 $ 567 Other long-term assets consisted of the following: September 30, December 31, (in millions) Deferred income taxes $ 237 $ 232 Debt issuance costs (Note 8) 34 42 Income and other taxes receivable 79 67 Reimbursable engineering costs 49 73 Value added tax receivable 23 28 Cost method investments 23 — Acquisition deposit (Note 17) 820 — Other 66 66 Total $ 1,331 $ 508 |
Liabilities
Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Liabilities | LIABILITIES Accrued liabilities consisted of the following: September 30, December 31, (in millions) Payroll-related obligations $ 245 $ 243 Employee benefits, including current pension obligations 84 127 Income and other taxes payable 207 259 Warranty obligations (Note 6) 68 64 Restructuring (Note 7) 55 80 Customer deposits 28 34 Deferred income taxes 8 8 Derivative financial instruments (Note 14) 115 64 Accrued interest 15 30 Other 357 312 Total $ 1,182 $ 1,221 Other long-term liabilities consisted of the following: September 30, December 31, (in millions) Environmental (Note 10) $ 4 $ 4 Extended disability benefits 11 11 Warranty obligations (Note 6) 80 82 Restructuring (Note 7) 10 17 Payroll-related obligations 8 10 Accrued income taxes 28 29 Deferred income taxes 169 162 Derivative financial instruments (Note 14) 38 40 Other 46 35 Total $ 394 $ 390 |
Warranty Obligations
Warranty Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Product Warranties Disclosures [Abstract] | |
Warranty Obligations | WARRANTY OBLIGATIONS Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Delphi has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of September 30, 2015 . The estimated reasonably possible amount to ultimately resolve all matters are not materially different from the recorded reserves as of September 30, 2015 . The table below summarizes the activity in the product warranty liability for the nine months ended September 30, 2015 : Warranty Obligations (in millions) Accrual balance at beginning of period $ 146 Provision for estimated warranties incurred during the period 55 Provision for changes in estimate for pre-existing warranties — Settlements made during the period (in cash or in kind) (48 ) Foreign currency translation and other (5 ) Accrual balance at end of period $ 148 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING Delphi’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Delphi’s strategy, either in the normal course of business or pursuant to significant restructuring programs. As part of Delphi's continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $36 million and $69 million during the three and nine months ended September 30, 2015 , respectively. These charges were primarily related to Delphi's on-going restructuring programs focused on aligning manufacturing capacity with the current automotive production levels in Europe and South America and the continued rotation of our manufacturing footprint to low cost locations within these regions. Restructuring costs of approximately $46 million and $121 million were recorded during the three and nine months ended September 30, 2014 , respectively. These charges include the recognition of approximately $32 million of employee-related and other costs during the nine months ended September 30, 2014 related to the initiation of a workforce reduction at a European manufacturing site within the Powertrain Systems segment in the second quarter of 2014. Additionally, the Company recorded $2 million during the nine months ended September 30, 2015 and $1 million and $3 million during the three and nine months ended September 30, 2014 , respectively, of restructuring costs within discontinued operations related to the Thermal Systems business. Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Delphi incurred cash expenditures related to its restructuring programs of approximately $95 million and $109 million in the nine months ended September 30, 2015 and 2014 , respectively. The following table summarizes the restructuring charges recorded for the three and nine months ended September 30, 2015 and 2014 by operating segment: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Electrical/Electronic Architecture $ 13 $ 24 $ 22 $ 51 Powertrain Systems 19 9 33 48 Electronics and Safety 4 13 14 22 Total $ 36 $ 46 $ 69 $ 121 The table below summarizes the activity in the restructuring liability for the nine months ended September 30, 2015 : Employee Termination Benefits Liability Other Exit Costs Liability Total (in millions) Accrual balance at January 1, 2015 $ 95 $ 2 $ 97 Provision for estimated expenses incurred during the period 67 2 69 Payments made during the period (93 ) (2 ) (95 ) Foreign currency and other (6 ) — (6 ) Accrual balance at September 30, 2015 $ 63 $ 2 $ 65 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following is a summary of debt outstanding, net of discounts of approximately $5 million and $2 million as of September 30, 2015 and December 31, 2014 , respectively: September 30, December 31, (in millions) Accounts receivable factoring $ 242 $ — Revolving credit facility 60 — 6.125%, senior notes, due 2021 — 500 5.00%, senior notes, due 2023 800 800 4.15%, senior notes, due 2024 698 698 1.50%, Euro-denominated senior notes, due 2025 784 — Tranche A Term Loan, due 2018 400 400 Capital leases and other 138 53 Total debt 3,122 2,451 Less: current portion (424 ) (34 ) Long-term debt $ 2,698 $ 2,417 Credit Agreement In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi Corporation (the "Issuer") entered into a credit agreement with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent (the "Original Credit Agreement"), which provided for $3.0 billion in senior secured credit facilities consisting of term loans (as subsequently amended from time to time, the “Tranche A Term Loan” and the “Tranche B Term Loan,” respectively) and a revolving credit facility (as subsequently amended from time to time, the “Revolving Credit Facility”). The Original Credit Agreement was amended and restated on each of May 17, 2011 (the “May 2011 Credit Agreement”), September 14, 2012 (the “2012 Credit Agreement”) and March 1, 2013 (the Original Credit Agreement and each amendment and restatement of the Original Credit Agreement are individually and collectively referred to herein as the “Credit Agreement”). The May 2011 Credit Agreement, which was entered into simultaneously with the issuance of senior unsecured notes in the amount of $1 billion (as more fully described below), reduced the total size of the senior secured credit facilities to $2.4 billion . Under the 2012 Credit Agreement, the Company increased the Revolving Credit Facility to $1.3 billion and the Tranche A Term Loan to $574 million and used the incremental proceeds to pay a portion of the cost of acquiring the Motorized Vehicles Division of FCI (“MVL”). On March 1, 2013, following an unsecured note issuance in February 2013 (as more fully described below), the Tranche B Term Loan was fully repaid, the Tranche A Term Loan was increased to $575 million , the Revolving Credit Facility was increased to $1.5 billion , and the terms of the Tranche A Term Loan and the Revolving Credit Facility were extended to March 1, 2018. Approximately $14 million in issuance costs were paid in conjunction with the March 2013 amendment. In conjunction with an unsecured note issuance in March 2014 (as more fully described below), Delphi repaid a portion of its indebtedness on the Tranche A Term Loan, which resulted in the recognition of a loss on debt extinguishment related to this repayment of approximately $1 million during the nine months ended September 30, 2014 . Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $15 million are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At September 30, 2015 , Delphi had $60 million outstanding under the Revolving Credit Facility and approximately $8 million in letters of credit issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility. Loans under the Credit Agreement bear interest, at Delphi Corporation's option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below: September 30, 2015 December 31, 2014 LIBOR plus ABR plus LIBOR plus ABR plus Revolving Credit Facility 1.00 % 0.00 % 1.00 % 0.00 % Tranche A Term Loan 1.00 % 0.00 % 1.00 % 0.00 % The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in credit ratings with the minimum interest level of 0.00% and maximum level of 2.25% . Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in our corporate credit ratings. The Credit Agreement also requires that the Issuer pay certain commitment fees on the unused portion of the Revolving Credit Facility and certain letter of credit issuance and fronting fees. The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by the Issuer in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly. The Issuer may elect to change the selected interest rate in accordance with the provisions of the Credit Agreement. As of September 30, 2015 , the Issuer selected the one-month LIBOR interest rate option on the Tranche A Term Loan and the ABR interest rate option on the Revolving Credit Facility, as detailed in the table below, and the amounts outstanding, and rates effective as of September 30, 2015 were based on Delphi’s current credit rating and the Applicable Rate for the Credit Agreement: Borrowings as of September 30, 2015 Rates effective as of Applicable Rate (in millions) September 30, 2015 Revolving Credit Facility ABR plus 0.00% $ 60 3.25 % Tranche A Term Loan LIBOR plus 1.00% 400 1.25 % The Issuer was obligated to make quarterly principal payments throughout the term of the Tranche A Term Loan according to the amortization schedule in the Credit Agreement. In conjunction with the partial repayment of the Tranche A Term Loan during the nine months ended September 30, 2014 , all principal payment obligations have been satisfied through March 1, 2018. Borrowings under the Credit Agreement are prepayable at the Issuer's option without premium or penalty. The Credit Agreement also contains certain mandatory prepayment provisions in the event the Company receives net cash proceeds from certain asset sales or casualty events. No mandatory prepayments under these provisions have been made or are due through September 30, 2015 . The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur additional indebtedness or liens, to dispose of assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company’s equity interests. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0 . The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of September 30, 2015 . In the first quarter of 2014, the Company satisfied credit rating-related conditions to the suspension of many of the restrictive covenants and the mandatory prepayment provisions relating to asset sales and casualty events discussed above. Such covenants and prepayment obligations are required to be reinstated if the applicable credit rating criteria are no longer satisfied. As of September 30, 2015 , all obligations under the Credit Agreement are borrowed by Delphi Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement. Prior to the first quarter of 2014, certain of Delphi Automotive PLC's direct and indirect subsidiaries, which are directly or indirectly 100% owned by Delphi Automotive PLC, fully and unconditionally guaranteed all obligations under the Credit Agreement. In addition, all obligations under the Credit Agreement, including the guaranties of those obligations, were originally secured by certain assets of Delphi Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi Corporation’s direct and indirect parent companies. All guarantees of Delphi Corporation's subsidiaries and all then-existing security interests were released during the first quarter of 2014 when the Company satisfied certain credit-rating related and other conditions under the terms of the Credit Agreement. Such security interests and subsidiary guarantees may be reinstated at the election of the lenders if the applicable credit rating criteria are no longer satisfied. Senior Notes On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior unsecured notes due 2019 (the " 5.875% Senior Notes") and $500 million of 6.125% senior unsecured notes due 2021 (the " 6.125% Senior Notes") (collectively, the “2011 Senior Notes”) in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”). Delphi paid approximately $23 million of debt issuance costs in connection with the 2011 Senior Notes. The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the Original Credit Agreement. In May 2012, Delphi Corporation completed a registered exchange offer for all of the 2011 Senior Notes. No proceeds were received by Delphi Corporation as a result of the exchange. In March 2014, Delphi redeemed for cash the entire $500 million aggregate principal amount outstanding of the 5.875% Senior Notes, financed by a portion of the proceeds received from the issuance of the 2014 Senior Notes, as defined below. In March 2015, Delphi redeemed for cash the entire $500 million aggregate principal amount outstanding of the 6.125% Senior Notes, financed by a portion of the proceeds from the issuance of the 2015 Euro-denominated Senior Notes, as defined below. As a result of the redemptions of the 2011 Senior Notes, Delphi recognized losses on debt extinguishment of approximately $52 million during the nine months ended September 30, 2015 and $33 million during the nine months ended September 30, 2014 . On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013 Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term loan indebtedness under the Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection with the 2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date. On March 3, 2014, Delphi Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured notes due 2024 (the “2014 Senior Notes”) in a transaction registered under the Securities Act. The 2014 Senior Notes were priced at 99.649% of par, resulting in a yield to maturity of 4.193% . The proceeds were primarily utilized to redeem the 5.875% Senior Notes and to repay a portion of the Tranche A Term Loan. Delphi paid approximately $6 million of issuance costs in connection with the 2014 Senior Notes. Interest is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date. On March 10, 2015, Delphi Automotive PLC issued €700 million in aggregate principal amount of 1.50% Euro-denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2015 Euro-denominated Senior Notes were priced at 99.54% of par, resulting in a yield to maturity of 1.55% . The proceeds were primarily utilized to redeem the 6.125% Senior Notes, and to fund future growth initiatives, such as acquisitions, and share repurchases. Delphi incurred approximately $5 million of issuance costs in connection with the 2015 Euro-denominated Senior Notes. Interest is payable annually on March 10. The Company has designated the 2015 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Refer to Note. 14. Derivatives and Hedging Activities for further information. Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Delphi's (and Delphi's subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of September 30, 2015 , the Company was in compliance with the provisions of all series of the outstanding senior notes. The 2013 Senior Notes and 2014 Senior Notes issued by Delphi Corporation are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and by certain of Delphi Automotive PLC's direct and indirect subsidiaries which are directly or indirectly 100% owned by Delphi Automotive PLC, subject to customary release provisions (other than in the case of Delphi Automotive PLC). The 2015 Euro-denominated Senior Notes issued by Delphi Automotive PLC are fully and unconditionally guaranteed, jointly and severally, by certain of Delphi Automotive PLC's direct and indirect subsidiaries (including Delphi Corporation), which are directly or indirectly 100% owned by Delphi Automotive PLC, subject to customary release provisions. Other Financing Receivable factoring —Various accounts receivable factoring facilities are maintained in Europe and are accounted for as short-term debt. These uncommitted factoring facilities are available through various financial institutions. Delphi also maintains a €400 million European accounts receivable factoring facility, with borrowings being subject to the availability of eligible accounts receivable. As of September 30, 2015 and December 31, 2014 , $242 million and $0 million , respectively, were outstanding under these European accounts receivable factoring facilities. Collateral is not generally required related to these trade accounts receivable. Amounts drawn as of September 30, 2015 were principally related to funding a portion of the deposit for the acquisition of HellermannTyton Group PLC ("HellermannTyton"), as more fully discussed in Note 17. Acquisitions & Divestitures. In 2015, the Company entered into arrangements with various financial institutions to sell eligible trade receivables from certain aftermarket customers in North America. These arrangements have original terms of one year and may be renewed annually. The receivables under these arrangements are sold without recourse to the Company and are therefore accounted for as true sales. During the three and nine months ended September 30, 2015 , $21 million and $75 million of receivables were sold under these arrangements, and expenses of less than $1 million and $1 million , respectively, were recognized within interest expense. Capital leases and other —As of September 30, 2015 and December 31, 2014 , approximately $138 million and approximately $53 million , respectively, of other debt issued by certain non-U.S. subsidiaries and capital lease obligations were outstanding. As of September 30, 2015 , $80 million of this debt related to European short-term borrowings to fund a portion of the deposit for the acquisition of HellermannTyton, as more fully discussed in Note 17. Acquisitions & Divestitures. Interest —Cash paid for interest related to debt outstanding totaled $96 million and $99 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Pension Benefits
Pension Benefits | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Benefits | PENSION BENEFITS Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period. Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) prior to September 30, 2008 and were still U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members. The amounts shown below reflect the defined benefit pension expense, including amounts attributable to discontinued operations, for the three and nine months ended September 30, 2015 and 2014 : Non-U.S. Plans U.S. Plans Three Months Ended September 30, 2015 2014 2015 2014 (in millions) Service cost $ 15 $ 14 $ — $ — Interest cost 19 23 — 1 Expected return on plan assets (19 ) (19 ) — — Settlement loss (1) 13 — — — Curtailment loss — 4 — — Amortization of actuarial losses 4 2 1 — Net periodic benefit cost $ 32 $ 24 $ 1 $ 1 (1) Primarily relates to amounts recognized related to the divestiture of the Company's Reception Systems business, as further described in Note 17. Acquisitions and Divestitures. Non-U.S. Plans U.S. Plans Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Service cost $ 44 $ 44 $ — $ — Interest cost 58 73 1 2 Expected return on plan assets (57 ) (59 ) — — Settlement loss 16 — — — Curtailment loss — 4 — — Amortization of actuarial losses 13 6 1 — Net periodic benefit cost $ 74 $ 68 $ 2 $ 2 Other postretirement benefit obligations were approximately $3 million and $3 million at September 30, 2015 and December 31, 2014 , respectively. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Ordinary Business Litigation Delphi is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Delphi that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Delphi. With respect to warranty matters, although Delphi cannot ensure that the future costs of warranty claims by customers will not be material, Delphi believes its established reserves are adequate to cover potential warranty settlements. GM Ignition Switch Recall In the first quarter of 2014, GM, Delphi’s largest customer, initiated a product recall related to ignition switches. Delphi received requests for information from, and cooperated with, various government agencies related to this ignition switch recall. In addition, Delphi was initially named as a co-defendant along with GM (and in certain cases other parties) in class action and product liability lawsuits related to this matter. During the second quarter of 2014, all of the class action cases were transferred to the United States District Court for the Southern District of New York (the “District Court”) for coordinated pretrial proceedings. Two consolidated amended class action complaints were filed in the District Court during the fourth quarter of 2014. Delphi was not named as a defendant in either complaint. An additional class action complaint, brought outside of the consolidated class actions mentioned above, named Delphi as a defendant. Delphi believes the allegations contained in this additional class action are without merit, and intends to vigorously defend against them. Although no assurances can be made as to the ultimate outcome of these or any other future claims, Delphi does not believe a loss is probable and, accordingly, no reserve has been made as of September 30, 2015 . Unsecured Creditors Litigation The Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP (the “Fourth LLP Agreement”) was entered into on July 12, 2011 by the members of Delphi Automotive LLP in order to position the Company for its initial public offering. Under the terms of the Fourth LLP Agreement, if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion , Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against DPHH $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million . In December 2014, a complaint was filed in the United States Bankruptcy Court for the Southern District of New York alleging that the redemption by Delphi Automotive LLP of the membership interests of GM and the Pension Benefit Guaranty Corporation (the "PBGC"), and the repurchase of shares and payment of dividends by Delphi Automotive PLC, constituted distributions under the terms of the Fourth LLP Agreement approximating $7.2 billion . Delphi considers cumulative distributions through September 30, 2015 to be substantially below the $7.2 billion threshold, and intends to vigorously contest the allegations set forth in the complaint. In June 2015, the plaintiffs' and Delphi's motions for summary judgment were denied. Both parties filed supplemental briefs in July 2015. Although no assurances can be made as to the ultimate outcome of this claim, Delphi does not believe a loss is probable and, accordingly, no reserve has been made as of September 30, 2015 . Brazil Matters Delphi conducts significant business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Delphi believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. As of September 30, 2015 , the majority of claims asserted against Delphi in Brazil relate to such litigation. The remaining claims in Brazil relate to commercial and labor litigation with private parties. As of September 30, 2015 , claims totaling approximately $130 million (using September 30, 2015 foreign currency rates) have been asserted against Delphi in Brazil. As of September 30, 2015 , the Company maintains accruals for these asserted claims of $23 million (using September 30, 2015 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Delphi’s results of operations could be materially affected. Environmental Matters Delphi is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of September 30, 2015 and December 31, 2014 , the undiscounted reserve for environmental investigation and remediation was approximately $5 million (of which $1 million was recorded in accrued liabilities and $4 million was recorded in other long-term liabilities) and $5 million (of which $1 million was recorded in accrued liabilities and $4 million was recorded in other long-term liabilities), respectively. Additionally, approximately $7 million and $16 million as of September 30, 2015 and December 31, 2014 , respectively, of undiscounted reserve for environmental investigation and remediation attributable to discontinued operations was included within liabilities held for sale. Delphi cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Delphi’s results of operations could be materially affected. At September 30, 2015 , the difference between the recorded liabilities and the reasonably possible range of potential loss was not material. Other Matters In 2014, Delphi identified payments made by certain manufacturing facility employees in China, which were immaterial in amount, that may have violated certain provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”). Under the oversight of Delphi’s Audit Committee of the Board of Directors, Delphi engaged in a review of these matters with outside counsel and forensic auditors, and evaluated existing controls and compliance policies and procedures. Delphi completed additional compliance audits, undertook additional compliance training to reinforce its existing compliance programs and took appropriate action to strengthen its internal controls. Violations of the FCPA could result in criminal and/or civil liabilities and other forms of penalties or sanctions. Delphi has voluntarily disclosed these matters to the U.S. Department of Justice and the SEC, and has cooperated fully with these agencies. Although Delphi does not expect any significant adverse impact on the Company, there can be no assurance as to the ultimate outcome of these matters at this time. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs. The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs. The Company's income tax expense and effective tax rate from continuing operations for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (dollars in millions) Income tax expense $ 61 $ 56 $ 202 $ 181 Effective tax rate 15 % 15 % 16 % 15 % The Company’s effective tax rate from continuing operations was impacted by unfavorable geographic income mix in 2015 as compared to 2014, primarily due to changes in the underlying operations of the business. The Company’s effective tax rate from continuing operations was also impacted by the tax expense (benefit) associated with unusual or infrequent items for the respective interim period as illustrated in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Tax credits (1) $ (5 ) $ — $ (5 ) $ (2 ) Withholding taxes (1 ) — (2 ) (1 ) Other change in tax reserves (2) (1 ) — 3 (6 ) Other adjustments (3) 3 (7 ) 4 (12 ) Income tax (benefit) expense associated with unusual or infrequent items $ (4 ) $ (7 ) $ — $ (21 ) (1) For the three and nine months ended September 30, 2015 and nine months ended September 30, 2014 , the tax benefit primarily relates to provision to return adjustments. (2) For the nine months ended September 30, 2015 and September 30, 2014 , the tax expense and benefit, respectively, primarily relate to adjustments in tax reserves which were individually insignificant. (3) For the three and nine months ended September 30, 2015 and September 30, 2014 , the tax expense and benefit, respectively, primarily relate to provision to return adjustments and other items which were individually insignificant. Delphi Automotive PLC is a U.K. resident taxpayer and, we believe, not a domestic corporation for U.S. federal income tax purposes, and as such is not subject to U.S. tax, and generally not subject to U.K. tax on remitted foreign earnings. Cash paid or withheld for income taxes was $281 million and $237 million for the nine months ended September 30, 2015 and 2014 respectively, including amounts attributable to discontinued operations. Tax Return Filing Determinations and Elections Delphi Automotive LLP, which acquired certain assets in a bankruptcy court approved transaction (the "Bankruptcy Plan") on October 6, 2009 (the "Acquisition Date"), was established on August 19, 2009 as a limited liability partnership incorporated under the laws of England and Wales. At the time of its formation, Delphi Automotive LLP elected to be treated as a partnership for U.S. federal income tax purposes. On June 24, 2014, the Internal Revenue Service (the “IRS”) issued us a Notice of Proposed Adjustment (the "NOPA") asserting that it believes Section 7874(b) of the Internal Revenue Code applies to Delphi Automotive LLP and that it should be treated as a domestic corporation for U.S. federal income tax purposes, retroactive to the Acquisition Date. If Delphi Automotive LLP is treated as a domestic corporation for U.S. federal income tax purposes, the Company expects that, although Delphi Automotive PLC is incorporated under the laws of Jersey and a tax resident in the U.K., it would also be treated as a domestic corporation for U.S. federal income tax purposes. Delphi Automotive LLP filed U.S. federal partnership tax returns for 2009, 2010, and 2011. The IRS’s NOPA asserts that Section 7874(b) applies to Delphi Automotive LLP’s acquisition of certain assets pursuant to the Bankruptcy Plan, and consequently, Delphi Automotive LLP should be treated as a domestic corporation for U.S. federal income tax purposes. Notwithstanding the issuance of the NOPA, we continue to believe, after consultation with counsel, that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. federal income tax purposes. We intend to vigorously contest the conclusions reached in the NOPA through the IRS’s administrative appeals process, and, if we are unable to reach a satisfactory resolution with the IRS, through litigation. Accordingly, we will continue to prepare and file our financial statements on the basis that neither Delphi Automotive LLP nor Delphi Automotive PLC is a domestic corporation for U.S. federal income tax purposes. We have not recorded any adjustments with respect to this matter, nor have we recorded any adjustments in connection with receiving the NOPA. However, while we believe that we should prevail, no assurance can be given that we will be able to reach a satisfactory resolution with the IRS or that, if we were to litigate, a court will agree with our position. Further, the ultimate resolution of this issue could take significant time and resources. If these entities are treated as domestic corporations for U.S. federal income tax purposes, the Company will be subject to U.S. federal income tax on its worldwide taxable income, including distributions, as well as deemed income inclusions from some of its non-U.S. subsidiaries. This could have a material adverse impact on our income tax liability in the future. However, the Company may also benefit from deducting certain expenses that are currently not deducted in the U.S. As a U.S. company, any dividends we pay to non-U.S. shareholders could also be subject to U.S. federal income tax withholding at a rate of 30% (unless reduced or eliminated by an income tax treaty), and it is possible that tax may be withheld on such dividends in certain circumstances even before a final determination has been made with respect to the Company's U.S. income tax status. In addition, we could be liable for the failure by Delphi Automotive LLP to withhold U.S. federal income taxes on distributions to its non-U.S. members for periods beginning on or after the Acquisition Date. If we are unsuccessful in contesting the IRS’s assertion, we expect any unfavorable final outcome to adversely impact our tax position, most significantly in future periods, by increasing our annual effective tax rate to approximately 20% to 22% . For the nine months ended September 30, 2015 , our effective tax rate was 16% . Although the outcome currently remains uncertain, the Company continues to maintain its position that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. tax purposes. Accordingly, no adjustment for this matter has been recorded as of September 30, 2015 . |
Shareholders' Equity And Net In
Shareholders' Equity And Net Income Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Shareholders' Equity and Net Income Per Share Note [Abstract] | |
Shareholders' Equity And Net Income Per Share | SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE Net Income Per Share Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information. Weighted Average Shares The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions, except per share data) Numerator: Income from continuing operations $ 351 $ 299 $ 989 $ 969 Income from discontinued operations 53 6 269 38 Net income attributable to Delphi $ 404 $ 305 $ 1,258 $ 1,007 Denominator: Weighted average ordinary shares outstanding, basic 282.97 298.59 287.18 302.35 Dilutive shares related to restricted stock units ("RSUs") 1.43 1.55 1.15 1.21 Weighted average ordinary shares outstanding, including dilutive shares 284.40 300.14 288.33 303.56 Basic net income per share: Continuing operations $ 1.24 $ 1.00 $ 3.44 $ 3.20 Discontinued operations 0.19 0.02 0.94 0.13 Basic net income per share attributable to Delphi $ 1.43 $ 1.02 $ 4.38 $ 3.33 Diluted net income per share: Continuing operations $ 1.23 $ 1.00 $ 3.43 $ 3.19 Discontinued operations 0.19 0.02 0.93 0.13 Diluted net income per share attributable to Delphi $ 1.42 $ 1.02 $ 4.36 $ 3.32 Anti-dilutive securities share impact — — — — Share Repurchase Program In January 2015, the Board of Directors authorized a share repurchase program of up to $1.5 billion of ordinary shares, which commenced in March 2015 following the completion of the Company's $1 billion January 2014 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. A summary of the ordinary shares repurchased during the three and nine months ended September 30, 2015 and 2014 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total number of shares repurchased 5,292,240 4,360,097 12,174,805 10,004,486 Average price paid per share $ 76.83 $ 68.00 $ 78.79 $ 67.37 Total (in millions) $ 406 $ 297 $ 959 $ 674 As of September 30, 2015 , approximately $707 million of share repurchases remained available under the January 2015 share repurchase program. During the period from October 1, 2015 to October 28, 2015, the Company repurchased an additional $50 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a result, approximately $657 million of share repurchases remain available under the January 2015 share repurchase program. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in capital and retained earnings. Dividends On February 26, 2013, the Board of Directors approved the initiation of dividend payments on the Company's ordinary shares. In January 2014, the Board of Directors increased the annual dividend rate from $0.68 to $1.00 per ordinary share. The Company has declared and paid cash dividends per ordinary share during the periods presented as follows: Dividend Amount Per Share (in millions) 2015: Third quarter $ 0.25 $ 71 Second quarter 0.25 72 First quarter 0.25 73 Total $ 0.75 $ 216 2014: Fourth quarter $ 0.25 $ 73 Third quarter 0.25 75 Second quarter 0.25 76 First quarter 0.25 77 Total $ 1.00 $ 301 Other Prior to the completion of the initial public offering on November 22, 2011 , net income and other changes to membership interests were allocated to the respective outstanding classes based on the cumulative distribution provisions of the Fourth LLP Agreement. Under the terms of the Fourth LLP Agreement, if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion , Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against DPHH $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million . This contingency is not considered probable of occurring as of September 30, 2015 and accordingly, no reserve has been recorded. Refer to Note 10. Commitments and Contingencies for additional information. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Changes in Accumulated Other Comprehensive Income | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) for the three and nine months ended September 30, 2015 and 2014 are shown below. Other comprehensive income includes activity relating to discontinued operations. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Foreign currency translation adjustments: Balance at beginning of period $ (505 ) $ (8 ) $ (333 ) $ (17 ) Aggregate adjustment for the period (109 ) (176 ) (281 ) (167 ) Balance at end of period (614 ) (184 ) (614 ) (184 ) Gains (losses) on derivatives: Balance at beginning of period (84 ) 9 (78 ) 2 Other comprehensive income before reclassifications (net tax effect of $16 million, $8 million, $30 million and $5 million) (55 ) (30 ) (105 ) (27 ) Reclassification to income (net tax effect of $7 million, $3 million, $20 million and $5 million) 22 7 66 11 Balance at end of period (117 ) (14 ) (117 ) (14 ) Pension and postretirement plans: Balance at beginning of period (308 ) (220 ) (330 ) (222 ) Other comprehensive income before reclassifications (net tax effect of $1 million, $4 million, $2 million and $3 million) 7 10 18 8 Reclassification to income (net tax effect of $1 million, $0 million, $2 million and $0 million) 17 2 28 6 Balance at end of period (284 ) (208 ) (284 ) (208 ) Accumulated other comprehensive loss, end of period $ (1,015 ) $ (406 ) $ (1,015 ) $ (406 ) Reclassifications from accumulated other comprehensive income to income for the three and nine months ended September 30, 2015 and 2014 were as follows: Reclassification Out of Accumulated Other Comprehensive Income Details About Accumulated Other Comprehensive Income Components Three Months Ended September 30, Nine Months Ended September 30, Affected Line Item in the Statement of Operations 2015 2014 2015 2014 (in millions) Gains (losses) on derivatives: Commodity derivatives $ (11 ) $ (3 ) $ (32 ) $ (13 ) Cost of sales Foreign currency derivatives (18 ) 1 (54 ) 7 Cost of sales Foreign currency derivatives — (2 ) — — Other income (29 ) (4 ) (86 ) (6 ) Income before income taxes 7 (3 ) 20 (5 ) Income tax expense (22 ) (7 ) (66 ) (11 ) Net income — — — — Net income attributable to noncontrolling interest $ (22 ) $ (7 ) $ (66 ) $ (11 ) Net income attributable to Delphi Pension and postretirement plans: Actuarial losses $ (5 ) $ (2 ) $ (14 ) $ (6 ) (1) Settlement loss (13 ) — (16 ) — (1) (18 ) (2 ) (30 ) (6 ) Income before income taxes 1 — 2 — Income tax expense (17 ) (2 ) (28 ) (6 ) Net income — — — — Net income attributable to noncontrolling interest $ (17 ) $ (2 ) $ (28 ) $ (6 ) Net income attributable to Delphi Total reclassifications for the period $ (39 ) $ (9 ) $ (94 ) $ (17 ) (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). |
Derivatives And Hedging Activit
Derivatives And Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVES AND HEDGING ACTIVITIES Delphi is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Delphi aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Delphi enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Delphi assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy. As of September 30, 2015 , Delphi has entered into derivative instruments to hedge cash flows extending out to December 2017. Additionally, the Company has designated the €700 million 2015 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to the high degree of effectiveness between the hedging instrument and the exposure being hedged, fluctuations in the value of the Euro-denominated debt due to exchange rate changes are recognized in cumulative translation adjustment within Other comprehensive income to offset changes in the value of the net investment of these Euro-denominated operations. As of September 30, 2015 , the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures: Commodity Quantity Hedged Unit of Measure Notional Amount (in thousands) (in millions) Copper 88,904 pounds $ 210 Foreign Currency Quantity Hedged Unit of Measure Notional Amount (Approximate USD Equivalent) (in millions) Mexican Peso 9,849 MXN $ 575 Polish Zloty 304 PLN 80 Chinese Yuan Renminbi 435 CNY 70 New Turkish Lira 212 TRY 70 Hungarian Forint 13,093 HUF 45 Brazilian Real 41 BRL 10 The Company had additional commodity and foreign currency forward contracts with notional amounts that individually amounted to less than $10 million . As more fully disclosed in Note 17. Acquisitions and Divestitures, on July 30, 2015, Delphi made a recommended offer to acquire HellermannTyton. In conjunction with the proposed acquisition, in August 2015, the Company entered into option contracts with notional amounts totaling £917 million to hedge portions of the currency risk associated with the cash payment for the proposed acquisition at a cost of $15 million . Pursuant to the requirements of ASC 815, Derivatives and Hedging , the options do not qualify as hedges for accounting purposes, and therefore, changes in the fair value of the options are recognized in other income (expense), net. The options expire in the first quarter of 2016. During the three and nine months ended September 30, 2015 , the change in fair value resulted in a pre-tax loss of $11 million included within other income (expense), net in the consolidated statement of operations. Additionally, during the nine months ended September 30, 2014 , Delphi entered into and settled treasury rate lock agreements which were designated as cash flow hedges in anticipation of issuing the 2014 Senior Notes, as further discussed in Note 8. Debt. The impacts of these agreements and the related amount of hedge ineffectiveness were not material. The fair value of derivative financial instruments recorded in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 are as follows: Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet Balance Sheet Location September 30, Balance Sheet Location September 30, September 30, (in millions) Designated derivatives instruments: Commodity derivatives Other current assets $ — Accrued liabilities $ 34 Foreign currency derivatives* Other current assets 1 Other current assets — 1 Foreign currency derivatives* Accrued liabilities 4 Accrued liabilities 82 (78 ) Commodity derivatives Other long-term assets — Other long-term liabilities 12 Foreign currency derivatives* Other long-term assets 1 Other long-term assets 1 — Foreign currency derivatives* Other long-term liabilities — Other long-term liabilities 25 (25 ) Total $ 6 $ 154 Derivatives not designated: Commodity derivatives Other current assets $ — Accrued liabilities $ 2 Foreign currency derivatives* Other current assets 4 Other current assets — 4 Foreign currency derivatives* Accrued liabilities 3 Accrued liabilities 4 (1 ) Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 2 (1 ) Total $ 8 $ 8 Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet Balance Sheet Location December 31, Balance Sheet Location December 31, December 31, (in millions) Designated derivatives instruments: Commodity derivatives Other current assets $ — Accrued liabilities $ 19 Foreign currency derivatives* Accrued liabilities 3 Accrued liabilities 48 (45 ) Commodity derivatives Other long-term assets — Other long-term liabilities 8 Foreign currency derivatives* Other long-term liabilities 2 Other long-term liabilities 34 (32 ) Total $ 5 $ 109 Derivatives not designated: Foreign currency derivatives* Accrued liabilities $ 1 Accrued liabilities $ 1 — Total $ 1 $ 1 * Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts. The fair value of Delphi’s derivative financial instruments was in a net liability position as of September 30, 2015 and December 31, 2014 . The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 Loss Recognized in OCI (Effective Portion) Loss Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (28 ) $ (11 ) $ — Foreign currency derivatives (43 ) (18 ) — Total $ (71 ) $ (29 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (11 ) Total $ (11 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended September 30, 2014 is as follows: Three Months Ended September 30, 2014 Loss Recognized in OCI (Effective Portion) Loss Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (13 ) $ (3 ) $ — Foreign currency derivatives (25 ) (1 ) — Total $ (38 ) $ (4 ) $ — Gain Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (1) 22 Total $ 22 (1) Primarily relates to amounts recognized in other income, which offset the losses recognized due to the remeasurement of intercompany loans. The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the nine months ended September 30, 2015 is as follows: Nine Months Ended September 30, 2015 Loss Recognized in OCI (Effective Portion) Loss Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (53 ) $ (29 ) $ — Foreign currency derivatives (82 ) (50 ) — Total $ (135 ) $ (79 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ (3 ) Foreign currency derivatives (16 ) Total $ (19 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the nine months ended September 30, 2014 is as follows: Nine Months Ended September 30, 2014 Loss Recognized in OCI (Effective Portion) (Loss) Gain Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (19 ) $ (13 ) $ — Foreign currency derivatives (13 ) 7 — Total $ (32 ) $ (6 ) $ — Gain Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (1) 22 Total $ 22 (1) Primarily relates to amounts recognized in other income, which offset the losses recognized due to the remeasurement of intercompany loans. The gain or loss reclassified from OCI into income for the effective portion of designated derivative instruments and the gain or loss recognized in income for the ineffective portion of designated derivative instruments excluded from effectiveness testing were recorded to other income, net and cost of sales in the consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 . The gain or loss recognized in income for non-designated derivative instruments was recorded in other income (expense), net and cost of sales for the three and nine months ended September 30, 2015 and 2014 . Gains and losses on derivatives qualifying as cash flow hedges are recorded in OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Losses included in accumulated OCI as of September 30, 2015 were approximately $156 million (approximately $117 million net of tax). Of this total, approximately $116 million of losses are expected to be included in cost of sales within the next 12 months and $40 million of losses are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Delphi determines it is no longer probable that the originally forecasted transactions will occur. The amount included in cost of sales related to cash flow hedge ineffectiveness was insignificant for the three and nine months ended September 30, 2015 and 2014 , respectively. Changes in the value of the Euro-denominated debt designated as a net investment hedge are recorded in cumulative translation adjustment within OCI to offset changes in the value of the net investment in Euro-denominated operations. During the three and nine months ended September 30, 2015 , $6 million and $27 million , respectively, of losses were recognized in OCI. Gains or losses on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment, and there were no amounts reclassified or recognized for ineffectiveness in the three and nine months ended September 30, 2015 . Cumulative losses included in accumulated OCI on the net investment hedge as of September 30, 2015 were approximately $27 million due to the strengthening of the Euro relative to the U.S. dollar over the term of this arrangement. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Measurements on a Recurring Basis All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Delphi’s derivative exposures are with counterparties with long-term investment grade credit ratings. Delphi estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Delphi also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Delphi is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Delphi is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position. In certain instances where market data is not available, Delphi uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Delphi generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value. As of September 30, 2015 and December 31, 2014 , Delphi was in a net derivative liability position of $148 million and $104 million , respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates and because Delphi’s exposures were to counterparties with investment grade credit ratings. As described in Note 17. Acquisitions and Divestitures, as of September 30, 2015 , additional contingent consideration may be earned as a result of Delphi's acquisition agreements for Ottomatika, Inc. ("Ottomatika") and Antaya Technologies Corporation ("Antaya"). The liability for contingent consideration is re-measured to fair value at each reporting date based on a probability-weighted discounted cash flow analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. The measurement of the liability for contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASU Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings of the acquired businesses and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the forecast of the acquired businesses' future earnings or as a result of actual earnings levels achieved. The liability was classified within other long-term liabilities in the consolidated balance sheet at September 30, 2015 and December 31, 2014. Adjustments to this liability for interest accretion are recognized in interest expense, and any other changes in the fair value of this liability are recognized within other income (expense), net in the consolidated statement of operations. As of September 30, 2015 and December 31, 2014 , Delphi had the following assets measured at fair value on a recurring basis: Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (in millions) As of September 30, 2015: Foreign currency derivatives $ 5 $ — $ 5 $ — Total $ 5 $ — $ 5 $ — As of December 31, 2014: Foreign currency derivatives $ — $ — $ — $ — Total $ — $ — $ — $ — As of September 30, 2015 and December 31, 2014 , Delphi had the following liabilities measured at fair value on a recurring basis: Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (in millions) As of September 30, 2015: Commodity derivatives $ 48 $ — $ 48 $ — Foreign currency derivatives 105 — 105 — Contingent consideration 18 — — 18 Total $ 171 $ — $ 153 $ 18 As of December 31, 2014: Commodity derivatives $ 27 $ — $ 27 $ — Foreign currency derivatives 77 — 77 — Contingent consideration 11 — — 11 Total $ 115 $ — $ 104 $ 11 The changes in the contingent consideration liability classified as a Level 3 measurement for the nine months ended September 30, 2015 were as follows: Contingent Consideration Liability (in millions) Fair value at beginning of period $ 11 Additions 5 Payments — Interest accretion 2 Fair value at end of period $ 18 Financial Instruments Delphi’s non-derivative financial instruments include debt, which consists of its accounts receivable factoring arrangements, capital leases and other debt issued by Delphi’s non-U.S. subsidiaries, the Revolving Credit Facility, the Tranche A Term Loan, the 2013 Senior Notes, the 2014 Senior Notes and the 2015 Euro-denominated Senior Notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of September 30, 2015 and December 31, 2014 , total debt was recorded at $3,122 million and $2,451 million , respectively, and had estimated fair values of $3,084 million and $2,567 million , respectively. For all other financial instruments recorded at September 30, 2015 and December 31, 2014 , fair value approximates book value. Fair Value Measurements on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, Delphi also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, assets held for sale, equity and cost method investments, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. During the three and nine months ended September 30, 2015 , Delphi recorded non-cash asset impairment charges of $0 million and $6 million , respectively, in cost of sales related to declines in the fair values of certain fixed assets. Delphi recorded non-cash asset impairment charges of $3 million in cost of sales and $1 million in selling, general and administrative expense during the three months ended September 30, 2014 , and $5 million in cost of sales and $2 million in selling, general and administrative expense during the nine months ended September 30, 2014 . These impairments related to certain assets and capitalized software licenses no longer being utilized. Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals. As such, Delphi has determined that the fair value measurements of long-lived assets fall in Level 3 of the fair value hierarchy. Additionally, as further described in Note 21. Discontinued Operations, an after-tax impairment loss of approximately $88 million was recorded in income from discontinued operations in the first quarter of 2015 based on the evaluation and estimate of the fair value of the Company's interest in KDAC of approximately $32 million , which was determined primarily based on negotiations with a third party and on a non-binding offer from that potential buyer at the time, in relation to the carrying value of this interest. Subsequently, the Company closed the sale of this interest in the third quarter of 2015, and recognized a gain on the divestiture of $47 million , net of tax expense, within income from discontinued operations during the three months ended September 30, 2015 . For the nine months ended September 30, 2015 , the Company recorded a net loss of $41 million on the KDAC divestiture within income from discontinued operations, which includes the $88 million impairment loss recorded in the first quarter of 2015, as further described in Note 21. Discontinued Operations. |
Other Income, Net
Other Income, Net | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | OTHER INCOME, NET Other income (expense), net included: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Interest income $ 2 $ 2 $ 4 $ 6 Loss on extinguishment of debt — — (52 ) (34 ) Costs associated with acquisitions (11 ) — (12 ) — Gain on insurance recovery — — — 14 Other, net (2 ) 3 (7 ) 5 Other (expense) income, net $ (11 ) $ 5 $ (67 ) $ (9 ) As further discussed in Note 8. Debt, during the nine months ended September 30, 2015 , Delphi redeemed for cash the entire aggregate principal amount outstanding of the 6.125% Senior Notes, resulting in a loss on debt extinguishment of approximately $52 million . As further discussed in Note 14. Derivatives and Hedging Activities, during the three and nine months ended September 30, 2015 , the Company recorded a loss of $11 million on option contracts entered into in order to hedge portions of the currency risk associated with the cash payment for the proposed acquisition of HellermannTyton, which is reflected within Costs associated with acquisitions in the above table. Also, as further discussed in Note 21. Discontinued Operations, during the three months ended September 30, 2015 , Delphi recorded $4 million for certain fees earned pursuant to the transition services agreement in connection with the sale of the Company's wholly owned Thermal Systems business. During the nine months ended September 30, 2014 Delphi redeemed for cash the entire aggregate principal amount outstanding of the 5.875% Senior Notes and repaid a portion of its indebtedness on the Tranche A Term Loan, resulting in a loss on extinguishment of debt of approximately $34 million . Additionally, during the nine months ended September 30, 2014 , Delphi reached a final settlement with its insurance carrier related to a business interruption insurance claim, and received proceeds from this settlement of approximately $14 million , net of related costs and expenses. |
Acquisitions And Divestitures
Acquisitions And Divestitures | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Sale of Thermal Systems Business On June 30, 2015, Delphi completed the sale of the Company's wholly owned Thermal Systems business. On September 24, 2015, Delphi completed the sale of its interest in its KDAC joint venture. The Company has also entered into a separate agreement for the sale of its interest in its SDAAC joint venture, which is classified as held for sale as of September 30, 2015 . Delphi's interests in these joint ventures were previously reported within the Thermal Systems segment. Accordingly, the results of the Thermal Systems business are classified as discontinued operations. Refer to Note 21. Discontinued Operations for further disclosure related to the Company's discontinued operations and the related assets and liabilities classified as held for sale as of September 30, 2015 . Sale of Reception Systems Business In July 2015, Delphi completed the sale of its Reception Systems business for net cash proceeds of approximately $25 million and $39 million of buyer-assumed pension liabilities. The net sales of this business, which was previously reported within the Electronics and Safety segment, were approximately $55 million for the six months ended June 30, 2015. Delphi recognized a pre-tax gain on the divestiture of $39 million , which is included in cost of sales in the consolidated statement of operations. The results of operations of this business, including the gain on divestiture, were not significant to the consolidated financial statements for any period presented, and the divestiture did not meet the discontinued operations criteria. Exit of Argentina Electrical Wiring Business During the second quarter of 2015, Delphi completed the exit of its Electrical Wiring business located in Argentina, which was previously reported within the Electrical/Electronic Architecture segment. Delphi recognized a loss on the divestiture of this business of $14 million within cost of sales in the second quarter of 2015, which included a cash payment by Delphi to the buyer of $7 million . The results of operations of this business, including the loss on divestiture, were not significant to the consolidated financial statements for any period presented, and the disposal did not meet the discontinued operations criteria. Acquisition of Ottomatika, Inc. On July 23, 2015 , Delphi acquired 100% of the equity interests of Ottomatika, Inc. ("Ottomatika"), an automated vehicle software developer, for total consideration of $32 million . The Company paid $16 million at closing utilizing cash on hand, with additional cash payments totaling $11 million deferred over a period of 3 years and additional contingent consideration of up to $5 million due upon the achievement of certain product development milestones over a 3 -year period. The range of the undiscounted amounts the Company could be required to pay is between $0 and $5 million . As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $5 million . The results of operations of Ottomatika are reported within the Electronics and Safety segment from the date of acquisition. Delphi previously held a convertible debt investment in Ottomatika, and as a result of this transaction recognized a gain on its previously held investment of $2 million within other income (expense), net in the consolidated statement of operations. The acquisition was accounted for as a business combination. The purchase price and related allocation to the acquired net assets of Ottomatika based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 16 Purchase price, deferred consideration 11 Purchase price, fair value of contingent consideration 5 Fair value of previously held investment 4 Total purchase price $ 36 Indefinite-lived intangible assets $ 24 Definite-lived intangible assets 1 Liabilities assumed, net of other assets acquired (8 ) Identifiable net assets acquired 17 Goodwill resulting from purchase 19 Total purchase price allocation $ 36 Intangible assets include amounts recognized for the fair value of in-process research and development, which will not be amortized, but tested for impairment until the completion or abandonment of the associated research and development efforts, and non-competition agreements, which will be amortized over their useful lives of approximately 4 years. The fair value of these assets was generally estimated utilizing income and market approaches. The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements are presented. Acquisition of Antaya Technologies Corporation On October 31, 2014 , the Company acquired 100% of the share capital of Antaya Technologies Corporation (“Antaya”), a leading manufacturer of on-glass connectors to the global automotive industry for approximately $151 million . Antaya has a global footprint with locations in Asia, Europe and North America. The Company paid $140 million at closing, with an additional cash payment of up to $40 million due upon the achievement of certain financial performance metrics over a 3 -year period ending October 31, 2017 . The range of the undiscounted amounts the Company could be required to pay for this earn-out payment is between $0 and $40 million . As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $11 million . The results of operations of Antaya are reported within the Electrical/Electronic Architecture segment from the date of acquisition. The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2014. The purchase price and related allocation were finalized in the three months ended March 31, 2015, and resulted in no adjustments from the amounts disclosed as of December 31, 2014. The final purchase price and related allocation are shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 140 Purchase price, fair value of contingent consideration 11 Total purchase price $ 151 Definite-lived intangible assets $ 75 Liabilities assumed, net of other assets acquired (17 ) Identifiable net assets acquired 58 Goodwill resulting from purchase 93 Total purchase price allocation $ 151 Intangible assets include amounts recognized for the fair value of customer-based and technology-related assets, and will be amortized over their useful lives of approximately 14 years. The fair value of these assets was generally estimated utilizing income and market approaches. The Company acquired Antaya utilizing cash on hand. The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements are presented. Acquisition of Unwired Holdings, Inc. On October 1, 2014 , Delphi acquired 100% of the equity interests of Unwired Holdings, Inc., ("Unwired"), a media connectivity module supplier to the global automotive industry, for $191 million , net of approximately $19 million for acquired cash, excess net working capital and certain tax benefits. The results of operations of Unwired are reported within the Electrical/Electronic Architecture segment from the date of acquisition. The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2014. The purchase price and related allocation were finalized in the three months ended June 30, 2015, and certain adjustments were recorded to the purchase price, goodwill and other assets purchased and liabilities assumed from the amounts disclosed as of December 31, 2014. These adjustments were not significant for any period presented after the acquisition date. The final purchase price and related allocation are shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 191 Purchase price, acquired cash, excess net working capital and certain tax benefits 19 Total purchase price $ 210 Definite-lived intangible assets $ 63 Other assets purchased and liabilities assumed, net 17 Identifiable net assets acquired 80 Goodwill resulting from purchase 130 Total purchase price allocation $ 210 The acquired other intangible assets include both developed technology and customer relationships, and will be amortized over their estimated useful lives of approximately 10 years. The fair value of these assets was generally estimated utilizing income and market approaches. The Company acquired Unwired utilizing cash on hand. The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements are presented. Acquisition of Control-Tec LLC On October 22, 2015 , Delphi agreed to acquire Control-Tec LLC ("Control-Tec"), a leading provider of telematics and cloud-hosted data analytics solutions, for a purchase price of $105 million due at closing, subject to certain post-closing adjustments, with an additional cash payment of up to $40 million due upon the achievement of certain financial performance metrics over a future 3 -year period beginning after the acquisition is closed. The acquisition is subject to the satisfaction of customary closing conditions and the receipt of regulatory and other approvals, and is expected to close in the fourth quarter of 2015. The Company intends to acquire Control-Tec utilizing cash on hand. Upon completion, Control-Tec will become part of Delphi’s Electronics and Safety segment. Offer to Acquire HellermannTyton Group PLC On July 30, 2015, Delphi and HellermannTyton Group PLC ("HellermannTyton"), a public limited company registered in England and Wales, and a leading global manufacturer of high-performance and innovative cable management solutions, announced the terms of a recommended cash offer by Delphi to acquire all of the issued and to be issued ordinary share capital of HellermannTyton for 480 pence per share, or approximately £1.07 billion in the aggregate (approximately $1.66 billion , based on the GBP:USD exchange rate of 1: 1.54 on July 27, 2015), and an implied enterprise value of $1.85 billion . The transaction received the approval of HellermannTyton's shareholders on October 15, 2015, and is expected to close in the fourth quarter of 2015, subject to regulatory consents and approvals. Upon completion, HellermannTyton will become part of Delphi’s Electrical/Electronic Architecture segment. In connection with the offer to acquire HellermannTyton, in July 2015, £540 million ( $844 million using July 30, 2015 foreign currency rates) of cash was placed on deposit for purposes of satisfying payment of the consideration to effect the acquisition. The deposit was funded with cash on hand, along with amounts borrowed on the Revolving Credit Facility, the Company's European accounts receivable factoring facility and approximately $80 million of other European short-term borrowings. The deposit ( $820 million using September 30, 2015 foreign currency rates) is recorded within other long-term assets in the consolidated balance sheet as of September 30, 2015 . Delphi’s exposure to fluctuations in the GBP:USD exchange rate related to the deposit are naturally offset by other exposures within Delphi’s consolidated operations. Also in connection with the offer to acquire HellermannTyton, on July 30, 2015, Delphi Automotive PLC and certain of its subsidiaries, certain financial institutions from time to time party thereto, as lenders and Barclays Bank PLC, as administrative agent, entered into a Senior Bridge Credit Agreement (the "Senior Bridge Credit Agreement"), pursuant to which, the lenders thereunder agreed to provide a £550 million bridge term loan facility. Delphi and Delphi Corporation are borrowers under the Senior Bridge Credit Agreement. The bridge term loans are available to be drawn in U.S. Dollars or Pounds Sterling for a period of 364 days, subject to the terms and conditions set forth in the Senior Bridge Credit Agreement, including customary certain funds conditions. The proceeds of the bridge term loans may be used by Delphi and Delphi Corporation to finance the acquisition of HellermannTyton and to pay certain fees and expenses, as further provided in the Senior Bridge Credit Agreement. The Senior Bridge Credit Agreement provides that, consistent with Delphi Corporation’s existing credit facility, upon the maintenance of certain credit ratings criteria, subsidiaries of Delphi Corporation will not be required to provide guaranties, Delphi and its subsidiaries will not be required to provide collateral and certain negative covenants will remain suspended, subject, in each case, to potential reinstatement if the credit ratings criteria cease to be satisfied. The Company has not drawn on the Senior Bridge Credit Agreement. Other During the second quarter of 2015, the Company's Powertrain Systems segment made a $20 million investment in Tula Technology Inc., an engine control software company, and the Electronics and Safety segment made a $3 million investment in Quanergy, a leader in 3D Light Detection and Ranging (“LIDAR”) sensing technology for automated driving. The Company's investments are accounted for under the cost method. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Long Term Incentive Plan The Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”), allows for the grant of awards of up to 22,977,116 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance awards, and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company awarded annual long-term grants of RSUs under the PLC LTIP in each year from 2012 to 2015 in order to align management compensation with Delphi's overall business strategy. The Company has competitive and market-appropriate shareholding requirements. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs. Amounts disclosed within this note include amounts attributable to the Company's discontinued operations, unless otherwise noted. Board of Director Awards On April 3, 2014, Delphi granted 24,144 RSUs to the Board of Directors at a grant date fair value of approximately $2 million . The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 3, 2014. The RSUs vested on April 22, 2015, and 24,482 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $2 million . 2,673 ordinary shares were withheld to cover the minimum U.K. withholding taxes. On April 23, 2015, Delphi granted 20,347 RSUs to the Board of Directors at a grant date fair value of approximately $2 million . The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 23, 2015. The RSUs will vest on April 27, 2016, the day before the 2016 annual meeting of shareholders. Executive Awards Delphi has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 25% of the awards for Delphi’s officers and 50% for Delphi’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the awards for Delphi’s officers and 50% for Delphi’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are: Metric 2013 - 2015 Grants 2012 Grant Average return on net assets (1) 50% 50% Cumulative net income N/A 30% Cumulative earnings per share (2) 30% N/A Relative total shareholder return (3) 20% 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 Delphi 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. The details of the executive grants were as follows: Grant Date RSUs Granted Time-Based Award Vesting Dates Performance-Based Award Vesting Date (in millions) February 2012 1.88 Annually on anniversary of grant date, 2013 - 2015 December 31, 2014 February 2013 1.45 Annually on anniversary of grant date, 2014 - 2016 December 31, 2015 February 2014 0.78 Annually on anniversary of grant date, 2015 - 2017 December 31, 2016 February 2015 0.90 Annually on anniversary of grant date, 2016 - 2018 December 31, 2017 Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any off cycle grants made for new hires are valued at their grant date fair value based on the closing price of the Company's ordinary shares on the date of such grant. In February 2014, under the time-based vesting terms of the 2012 and 2013 grants, 365,930 ordinary shares were issued to Delphi executives at a fair value of $23 million , of which 131,913 ordinary shares were withheld to cover minimum withholding taxes. In February 2015, under the time-based vesting terms of the 2012, 2013 and 2014 grants, 535,345 ordinary shares were issued to Delphi executives at a fair value of $42 million , of which 199,211 ordinary shares were withheld to cover minimum withholding taxes. The performance-based RSUs associated with the 2012 grant vested at the completion of a three-year performance period on December 31, 2014, and in the first quarter of 2015, 1,364,966 ordinary shares were issued to Delphi executives at a fair value of $107 million , of which 545,192 ordinary shares were withheld to cover minimum withholding taxes. The grant date fair value of the RSUs is determined based on the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards. Based on the target number of awards issued for the February 2015, 2014 and 2013 grants, the fair value at grant date was estimated to be approximately $76 million , $53 million and $60 million , respectively. A summary of activity, including award grants, vesting and forfeitures is provided below: RSUs Weighted Average Grant Date Fair Value (in thousands) Nonvested, January 1, 2015 2,274 $ 50.38 Granted 946 84.55 Vested (527 ) 39.95 Forfeited (174 ) 63.23 Nonvested, September 30, 2015 2,519 64.51 Delphi recognized compensation expense of $18 million ( $14 million , net of tax) and $21 million ( $16 million , net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended September 30, 2015 and 2014 , respectively. Delphi recognized compensation expense of $53 million ( $41 million , net of tax) and $54 million ( $41 million , net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the nine months ended September 30, 2015 and 2014 , respectively. Delphi will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of September 30, 2015 , unrecognized compensation expense on a pre-tax basis of approximately $105 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the nine months ended September 30, 2015 and 2014 , respectively, approximately $58 million and $8 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the minimum statutory tax withholding for vested RSUs. |
Supplemental Guarantor And Non-
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements [Abstract] | |
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements | SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Basis of Presentation Notes Issued by the Subsidiary Issuer As described in Note 8. Debt, Delphi Corporation (the "Subsidiary Issuer/Guarantor"), a 100% owned subsidiary of Delphi Automotive PLC (the "Parent"), issued the 2011 Senior Notes, the 2013 Senior Notes and the 2014 Senior Notes, each of which were registered under the Securities Act. The 2011 Senior Notes were subsequently redeemed and extinguished in March 2014 and March 2015. The 2013 Senior Notes, 2014 Senior Notes and, prior to their redemption, the 2011 Senior Notes, are fully and unconditionally guaranteed by Delphi Automotive PLC and certain of Delphi Automotive PLC's direct and indirect subsidiary companies, which are directly or indirectly 100% owned by Delphi Automotive PLC (the “Subsidiary Guarantors”), on a joint and several basis, subject to customary release provisions (other than in the case of Delphi Automotive PLC). All other consolidated direct and indirect subsidiaries of Delphi Automotive PLC are not subject to the guarantees (“Non-Guarantor Subsidiaries”). Notes Issued by the Parent As described in Note 8. Debt, Delphi Automotive PLC issued the 2015 Euro-denominated Senior Notes in a transaction registered under the Securities Act. The 2015 Euro-denominated Senior Notes are fully and unconditionally guaranteed on a joint and several basis, subject to customary release provisions, by certain of Delphi Automotive PLC's direct and indirect subsidiary companies (the “Subsidiary Guarantors”), and Delphi Corporation, each of which are directly or indirectly 100% owned by Delphi Automotive PLC. All other consolidated direct and indirect subsidiaries of Delphi Automotive PLC are not subject to the guarantee (“Non-Guarantor Subsidiaries”). In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions. The historical presentation of certain intercompany accounts and activity within the supplemental guarantor condensed consolidating financial statements has been revised to be consistent with the presentation as of September 30, 2015 . Statement of Operations Three Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,631 $ — $ 3,631 Operating expenses: Cost of sales — — (6 ) 2,868 — 2,862 Selling, general and administrative 38 — — 211 — 249 Amortization — — — 23 — 23 Restructuring — — — 36 — 36 Total operating expenses 38 — (6 ) 3,138 — 3,170 Operating (loss) income (38 ) — 6 493 — 461 Interest (expense) income (29 ) (8 ) (45 ) (19 ) 71 (30 ) Other income (expense), net — 23 10 27 (71 ) (11 ) (Loss) income from continuing operations before income taxes and equity income (67 ) 15 (29 ) 501 — 420 Income tax benefit (expense) — — 11 (72 ) — (61 ) (Loss) income from continuing operations before equity income (67 ) 15 (18 ) 429 — 359 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 471 456 96 — (1,023 ) — Income from continuing operations 404 471 78 434 (1,023 ) 364 Income from discontinued operations, net of tax — — — 54 — 54 Net income (loss) 404 471 78 488 (1,023 ) 418 Net income attributable to noncontrolling interest — — — 14 — 14 Net income (loss) attributable to Delphi $ 404 $ 471 $ 78 $ 474 $ (1,023 ) $ 404 Statement of Operations Nine Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 11,286 $ — $ 11,286 Operating expenses: Cost of sales — — (6 ) 9,000 — 8,994 Selling, general and administrative 64 — — 701 — 765 Amortization — — — 70 — 70 Restructuring — — — 69 — 69 Total operating expenses 64 — (6 ) 9,840 — 9,898 Operating (loss) income (64 ) — 6 1,446 — 1,388 Interest (expense) income (75 ) (23 ) (128 ) (70 ) 204 (92 ) Other income (expense), net — 58 3 76 (204 ) (67 ) (Loss) income from continuing operations before income taxes and equity income (139 ) 35 (119 ) 1,452 — 1,229 Income tax benefit (expense) — — 44 (246 ) — (202 ) (Loss) income from continuing operations before equity income (139 ) 35 (75 ) 1,206 — 1,027 Equity in net income of affiliates — — — 10 — 10 Equity in net income (loss) of subsidiaries 1,397 1,362 358 — (3,117 ) — Income from continuing operations 1,258 1,397 283 1,216 (3,117 ) 1,037 Income from discontinued operations, net of tax — — — 277 — 277 Net income (loss) 1,258 1,397 283 1,493 (3,117 ) 1,314 Net income attributable to noncontrolling interest — — — 56 — 56 Net income (loss) attributable to Delphi $ 1,258 $ 1,397 $ 283 $ 1,437 $ (3,117 ) $ 1,258 Statement of Operations Three Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,762 $ — $ 3,762 Operating expenses: Cost of sales — — — 3,041 — 3,041 Selling, general and administrative 31 — — 228 — 259 Amortization — — — 24 — 24 Restructuring — — — 46 — 46 Total operating expenses 31 — — 3,339 — 3,370 Operating (loss) income (31 ) — — 423 — 392 Interest (expense) income (6 ) (9 ) (45 ) (17 ) 44 (33 ) Other income (expense), net — 17 17 15 (44 ) 5 (Loss) income from continuing operations before income taxes and equity income (37 ) 8 (28 ) 421 — 364 Income tax benefit (expense) 1 — 10 (67 ) — (56 ) (Loss) income from continuing operations before equity income (36 ) 8 (18 ) 354 — 308 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 341 333 47 — (721 ) — Income from continuing operations 305 341 29 359 (721 ) 313 Income from discontinued operations, net of tax — — — 12 — 12 Net income (loss) 305 341 29 371 (721 ) 325 Net income attributable to noncontrolling interest — — — 20 — 20 Net income (loss) attributable to Delphi $ 305 $ 341 $ 29 $ 351 $ (721 ) $ 305 Statement of Operations Nine Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 11,721 $ — $ 11,721 Operating expenses: Cost of sales — — — 9,467 — 9,467 Selling, general and administrative 66 — — 702 — 768 Amortization — — — 71 — 71 Restructuring — — — 121 — 121 Total operating expenses 66 — — 10,361 — 10,427 Operating (loss) income (66 ) — — 1,360 — 1,294 Interest (expense) income (15 ) (25 ) (137 ) (53 ) 129 (101 ) Other income (expense), net — 51 14 55 (129 ) (9 ) (Loss) income from continuing operations before income taxes and equity income (81 ) 26 (123 ) 1,362 — 1,184 Income tax benefit (expense) 1 — 45 (227 ) — (181 ) (Loss) income from continuing operations before equity income (80 ) 26 (78 ) 1,135 — 1,003 Equity in net income of affiliates — — — 15 — 15 Equity in net income (loss) of subsidiaries 1,087 1,061 189 — (2,337 ) — Income from continuing operations 1,007 1,087 111 1,150 (2,337 ) 1,018 Income from discontinued operations, net of tax — — — 54 — 54 Net income (loss) 1,007 1,087 111 1,204 (2,337 ) 1,072 Net income attributable to noncontrolling interest — — — 65 — 65 Net income (loss) attributable to Delphi $ 1,007 $ 1,087 $ 111 $ 1,139 $ (2,337 ) $ 1,007 Statement of Comprehensive Income Three Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 404 $ 471 $ 78 $ 488 $ (1,023 ) $ 418 Other comprehensive income (loss): Currency translation adjustments (5 ) — — (115 ) — (120 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (33 ) — (33 ) Employee benefit plans adjustment, net of tax — — — 24 — 24 Other comprehensive loss (5 ) — — (124 ) — (129 ) Equity in other comprehensive income (loss) of subsidiaries (113 ) (185 ) (23 ) — 321 — Comprehensive income (loss) 286 286 55 364 (702 ) 289 Comprehensive income attributable to noncontrolling interests — — — 3 — 3 Comprehensive income (loss) attributable to Delphi $ 286 $ 286 $ 55 $ 361 $ (702 ) $ 286 Statement of Comprehensive Income Nine Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,258 $ 1,397 $ 283 $ 1,493 $ (3,117 ) $ 1,314 Other comprehensive income (loss): Currency translation adjustments (27 ) — — (266 ) — (293 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (39 ) — (39 ) Employee benefit plans adjustment, net of tax — — — 46 — 46 Other comprehensive loss (27 ) — — (259 ) — (286 ) Equity in other comprehensive income (loss) of subsidiaries (247 ) (413 ) (26 ) — 686 — Comprehensive income (loss) 984 984 257 1,234 (2,431 ) 1,028 Comprehensive income attributable to noncontrolling interests — — — 44 — 44 Comprehensive income (loss) attributable to Delphi $ 984 $ 984 $ 257 $ 1,190 $ (2,431 ) $ 984 Statement of Comprehensive Income Three Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 305 $ 341 $ 29 $ 371 $ (721 ) $ 325 Other comprehensive income (loss): Currency translation adjustments — — — (179 ) — (179 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (23 ) — (23 ) Employee benefit plans adjustment, net of tax — — — 12 — 12 Other comprehensive loss — — — (190 ) — (190 ) Equity in other comprehensive income (loss) of subsidiaries (187 ) (223 ) (10 ) — 420 — Comprehensive income (loss) 118 118 19 181 (301 ) 135 Comprehensive income attributable to noncontrolling interests — — — 17 — 17 Comprehensive income (loss) attributable to Delphi $ 118 $ 118 $ 19 $ 164 $ (301 ) $ 118 Statement of Comprehensive Income Nine Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,007 $ 1,087 $ 111 $ 1,204 $ (2,337 ) $ 1,072 Other comprehensive income (loss): Currency translation adjustments — — — (172 ) — (172 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (16 ) — (16 ) Employee benefit plans adjustment, net of tax — — — 14 — 14 Other comprehensive loss — — — (174 ) — (174 ) Equity in other comprehensive income (loss) of subsidiaries (169 ) (249 ) (1 ) — 419 — Comprehensive income (loss) 838 838 110 1,030 (1,918 ) 898 Comprehensive income attributable to noncontrolling interests — — — 60 — 60 Comprehensive income (loss) attributable to Delphi $ 838 $ 838 $ 110 $ 970 $ (1,918 ) $ 838 Balance Sheet as of September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 29 $ 1 $ — $ 404 $ — $ 434 Restricted cash — — — 2 — 2 Accounts receivable, net — — — 2,615 — 2,615 Intercompany receivables, current — 1,079 434 4,232 (5,745 ) — Inventories — — — 1,187 — 1,187 Other current assets — — 5 624 — 629 Current assets held for sale — — — 187 — 187 Total current assets 29 1,080 439 9,251 (5,745 ) 5,054 Long-term assets: Intercompany receivables, long-term — 813 992 1,578 (3,383 ) — Property, net — — — 3,010 — 3,010 Investments in affiliates — — — 93 — 93 Investments in subsidiaries 7,128 7,088 3,059 — (17,275 ) — Intangible assets, net — — — 1,304 — 1,304 Other long-term assets 5 — 29 1,297 — 1,331 Total long-term assets 7,133 7,901 4,080 7,282 (20,658 ) 5,738 Total assets $ 7,162 $ 8,981 $ 4,519 $ 16,533 $ (26,403 ) $ 10,792 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 60 $ 364 $ — $ 424 Accounts payable — — — 2,327 — 2,327 Intercompany payables, current 4,041 551 898 251 (5,741 ) — Accrued liabilities 21 — 11 1,150 — 1,182 Current liabilities held for sale — — — 95 — 95 Total current liabilities 4,062 551 969 4,187 (5,741 ) 4,028 Long-term liabilities: Long-term debt 784 — 1,898 16 — 2,698 Intercompany payables, long-term — 1,302 1,040 1,042 (3,384 ) — Pension benefit obligations — — — 898 — 898 Other long-term liabilities — — 13 381 — 394 Total long-term liabilities 784 1,302 2,951 2,337 (3,384 ) 3,990 Total liabilities 4,846 1,853 3,920 6,524 (9,125 ) 8,018 Total Delphi shareholders’ equity 2,316 7,128 599 9,551 (17,278 ) 2,316 Noncontrolling interest — — — 458 — 458 Total shareholders’ equity 2,316 7,128 599 10,009 (17,278 ) 2,774 Total liabilities and shareholders’ equity $ 7,162 $ 8,981 $ 4,519 $ 16,533 $ (26,403 ) $ 10,792 Balance Sheet as of December 31, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 9 $ 1 $ — $ 849 $ — $ 859 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,400 — 2,400 Intercompany receivables, current 88 198 1,397 2,046 (3,729 ) — Inventories — — — 1,013 — 1,013 Other current assets — — — 567 — 567 Current assets held for sale — — — 384 — 384 Total current assets 97 199 1,397 7,260 (3,729 ) 5,224 Long-term assets: Intercompany receivables, long-term — 775 947 1,519 (3,241 ) — Property, net — — — 3,021 — 3,021 Investments in affiliates — — — 98 — 98 Investments in subsidiaries 5,215 6,071 1,644 — (12,930 ) — Intangible assets, net — — — 1,384 — 1,384 Other long-term assets — — 42 466 — 508 Long-term assets held for sale — — — 511 — 511 Total long-term assets 5,215 6,846 2,633 6,999 (16,171 ) 5,522 Total assets $ 5,312 $ 7,045 $ 4,030 $ 14,259 $ (19,900 ) $ 10,746 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ — $ 34 $ — $ 34 Accounts payable 2 — — 2,276 — 2,278 Intercompany payables, current 2,800 536 89 303 (3,728 ) — Accrued liabilities — — 29 1,192 — 1,221 Current liabilities held for sale — — — 356 — 356 Total current liabilities 2,802 536 118 4,161 (3,728 ) 3,889 Long-term liabilities: Long-term debt — — 2,398 19 — 2,417 Intercompany payables, long-term — 1,294 1,001 947 (3,242 ) — Pension benefit obligations — — — 1,002 — 1,002 Other long-term liabilities — — 11 379 — 390 Long-term liabilities held for sale — — — 35 — 35 Total long-term liabilities — 1,294 3,410 2,382 (3,242 ) 3,844 Total liabilities 2,802 1,830 3,528 6,543 (6,970 ) 7,733 Total Delphi shareholders’ equity 2,510 5,215 502 7,213 (12,930 ) 2,510 Noncontrolling interest — — — 503 — 503 Total shareholders’ equity 2,510 5,215 502 7,716 (12,930 ) 3,013 Total liabilities and shareholders’ equity $ 5,312 $ 7,045 $ 4,030 $ 14,259 $ (19,900 ) $ 10,746 Statement of Cash Flows for the Nine Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (15 ) $ 100 $ — $ 1,044 $ (100 ) $ 1,029 Net cash used in operating activities from discontinued operations — — — (21 ) — (21 ) Net cash (used in) provided by operating activities (15 ) 100 — 1,023 (100 ) 1,008 Cash flows from investing activities: Capital expenditures — — — (539 ) — (539 ) Proceeds from sale of property / investments — — — 7 — 7 Net proceeds from divestiture of discontinued operations — — — 730 — 730 Proceeds from business divestitures, net of $7 payment in 2015 — — — 18 — 18 Cost of business, investment and technology acquisitions, net of cash acquired — — — (38 ) — (38 ) Deposit for acquisition of HellermannTyton — — — (844 ) — (844 ) Increase in restricted cash — — — (1 ) — (1 ) Loans to affiliates — (853 ) (342 ) (1,237 ) 2,432 — Repayments of loans from affiliates — — 135 — (135 ) — Investments in subsidiaries (753 ) — — — 753 — Net cash (used in) provided by investing activities from continuing operations (753 ) (853 ) (207 ) (1,904 ) 3,050 (667 ) Net cash used in investing activities from discontinued operations — — — (68 ) — (68 ) Net cash (used in) provided by investing activities (753 ) (853 ) (207 ) (1,972 ) 3,050 (735 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 399 — 399 Repayment of senior notes — — (546 ) — — (546 ) Proceeds from issuance of senior notes, net of issuance costs 753 — — — — 753 Dividend payments of consolidated affiliates to minority shareholders — — — (63 ) — (63 ) Proceeds from borrowings from affiliates 1,332 — 853 247 (2,432 ) — Payments on borrowings from affiliates (135 ) — — — 135 — Investment from parent — 753 — — (753 ) — Dividends paid to affiliates — — (100 ) — 100 — Repurchase of ordinary shares (946 ) — — — — (946 ) Distribution of cash dividends (216 ) — — — — (216 ) Taxes withheld and paid on employees' restricted share awards — — — (58 ) — (58 ) Net cash provided by (used in) financing activities 788 753 207 525 (2,950 ) (677 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (41 ) — (41 ) Increase (decrease) in cash and cash equivalents 20 — — (465 ) — (445 ) Cash and cash equivalents at beginning of period 9 1 — 894 — 904 Cash and cash equivalents at end of period $ 29 $ 1 $ — $ 429 $ — $ 459 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 25 $ — $ 25 Cash and cash equivalents of continuing operations $ 29 $ 1 $ — $ 404 $ — $ 434 Statement of Cash Flows for the Nine Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash provided by operating activities from continuing operations $ 37 $ — $ — $ 1,178 $ — $ 1,215 Net cash provided by operating activities from discontinued operations — — — 47 — 47 Net cash provided by operating activities 37 — — 1,225 — 1,262 Cash flows from investing activities: Capital expenditures — — — (601 ) — (601 ) Proceeds from sale of property — — — 7 — 7 Decrease in restricted cash — — — 1 — 1 Loans to affiliates — — (745 ) (848 ) 1,593 — Repayments of loans from affiliates — — 55 254 (309 ) — Return of investments in subsidiaries — — 270 — (270 ) — Net cash (used in) provided by investing activities from continuing operations — — (420 ) (1,187 ) 1,014 (593 ) Net cash used in investing activities from discontinued operations — — — (64 ) — (64 ) Net cash (used in) provided by investing activities — — (420 ) (1,251 ) 1,014 (657 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 9 — 9 Repayments under long-term debt agreements — — (164 ) — — (164 ) Repayment of senior notes — — (526 ) — — (526 ) Proceeds from issuance of senior notes, net of issuance costs — — 691 — — 691 Dividend payments of consolidated affiliates to minority shareholders — — — (61 ) — (61 ) Proceeds from borrowings from affiliates 920 144 529 — (1,593 ) — Payments on borrowings from affiliates (55 ) (144 ) (110 ) — 309 — Capital distributions to affiliates — — — (270 ) 270 — Repurchase of ordinary shares (662 ) — — — — (662 ) Distribution of cash dividends (228 ) — — — — (228 ) Taxes withheld and paid on employees' restricted share awards — — — (8 ) — (8 ) Net cash (used in) provided by financing activities (25 ) — 420 (330 ) (1,014 ) (949 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (19 ) — (19 ) Increase (decrease) in cash and cash equivalents 12 — — (375 ) — (363 ) Cash and cash equivalents at beginning of period 7 — — 1,382 — 1,389 Cash and cash equivalents at end of period $ 19 $ — $ — $ 1,007 $ — $ 1,026 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 19 $ — $ 19 Cash and cash equivalents of continuing operations $ 19 $ — $ — $ 988 $ — $ 1,007 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING Delphi operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors: • Electrical/Electronic Architecture, which includes complete electrical architecture and component products. • Powertrain Systems, which includes extensive systems integration expertise in gasoline, diesel and fuel handling and full end-to-end systems including fuel and air injection, combustion, electronics controls, exhaust handling, test and validation capabilities, aftermarket and original equipment service. • Electronics and Safety, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays, mechatronics, passive and active safety electronics and electric and hybrid electric vehicle power electronics, 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. The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. Generally, Delphi evaluates performance based on stand-alone segment 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 project and integration costs related to acquisitions and other portfolio transactions, asset impairments and gains (losses) on business divestitures (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Delphi’s management utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes, as management believes this measure is most reflective of the operational profitability or loss of Delphi's operating segments. Segment 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 Delphi, which is the most directly comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies. As described in Note 21. Discontinued Operations, the Company's previously reported Thermal Systems segment has been classified as discontinued operations, which required retrospective application to balance sheet, statement of operations and certain cash flow financial information for all periods presented. Discontinued operations also includes the Company's thermal original equipment service business, which was included in the sale of the wholly owned Thermal Systems business, the results of which were previously reported within the Powertrain Systems segment. Certain operations, primarily related to contract manufacturing services, which were previously included within the Thermal Systems reporting segment but which were not included in the scope of the divestiture, are reported in continuing operations and have been reclassified within the Electronics and Safety segment for all periods presented. Amounts for shared general and administrative operating expenses that were allocated to the Thermal Systems business in prior periods have been re-allocated to the Company's reportable operating segments. Included below are sales and operating data for Delphi’s segments for the three and nine months ended September 30, 2015 and 2014 . Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2015: Net sales $ 1,941 $ 1,057 $ 675 $ (42 ) $ 3,631 Depreciation & amortization $ 67 $ 45 $ 19 $ — $ 131 Adjusted operating income $ 263 $ 124 $ 83 $ — $ 470 Operating income $ 245 $ 101 $ 115 $ — $ 461 Equity income $ 5 $ — $ — $ — $ 5 Net income attributable to noncontrolling interest $ 8 $ 5 $ — $ — $ 13 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2014: Net sales $ 1,993 $ 1,117 $ 704 $ (52 ) $ 3,762 Depreciation & amortization $ 67 $ 50 $ 20 $ — $ 137 Adjusted operating income $ 249 $ 114 $ 82 $ — $ 445 Operating income $ 221 $ 104 $ 67 $ — $ 392 Equity income (loss) $ 6 $ (1 ) $ — $ — $ 5 Net income attributable to noncontrolling interest $ 8 $ 6 $ — $ — $ 14 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2015: Net sales $ 6,063 $ 3,281 $ 2,070 $ (128 ) $ 11,286 Depreciation & amortization $ 202 $ 134 $ 58 $ — $ 394 Adjusted operating income $ 819 $ 399 $ 250 $ — $ 1,468 Operating income $ 765 $ 357 $ 266 $ — $ 1,388 Equity income $ 10 $ — $ — $ — $ 10 Net income attributable to noncontrolling interest $ 25 $ 23 $ — $ — $ 48 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2014: Net sales $ 6,269 $ 3,402 $ 2,201 $ (151 ) $ 11,721 Depreciation & amortization $ 197 $ 149 $ 60 $ — $ 406 Adjusted operating income $ 812 $ 365 $ 251 $ — $ 1,428 Operating income $ 753 $ 316 $ 225 $ — $ 1,294 Equity income (loss) $ 16 $ (1 ) $ — $ — $ 15 Net income attributable to noncontrolling interest $ 25 $ 24 $ — $ — $ 49 (1) Eliminations and Other includes the elimination of inter-segment transactions. The reconciliation of Adjusted Operating Income to Operating Income includes restructuring, other project and integration costs related to acquisitions and other portfolio transactions, asset impairments and gains (losses) on business divestitures. The reconciliation of Adjusted Operating Income to net income attributable to Delphi for the three and nine months ended September 30, 2015 and 2014 are as follows: Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2015: Adjusted operating income $ 263 $ 124 $ 83 $ — $ 470 Restructuring (13 ) (19 ) (4 ) — (36 ) Other acquisition and portfolio project costs (5 ) (4 ) (3 ) — (12 ) Gain (loss) on business divestitures, net — — 39 — 39 Operating income $ 245 $ 101 $ 115 $ — 461 Interest expense (30 ) Other income (expense), net (11 ) Income from continuing operations before income taxes and equity income 420 Income tax expense (61 ) Equity income, net of tax 5 Income from continuing operations 364 Income from discontinued operations, net of tax 54 Net income 418 Net income attributable to noncontrolling interest 14 Net income attributable to Delphi $ 404 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2014: Adjusted operating income $ 249 $ 114 $ 82 $ — $ 445 Restructuring (24 ) (9 ) (13 ) — (46 ) Other acquisition and portfolio project costs (3 ) — — — (3 ) Asset impairments (1 ) (1 ) (2 ) — (4 ) Operating income $ 221 $ 104 $ 67 $ — 392 Interest expense (33 ) Other income (expense), net 5 Income from continuing operations before income taxes and equity income 364 Income tax expense (56 ) Equity income, net of tax 5 Income from continuing operations 313 Income from discontinued operations, net of tax 12 Net income 325 Net income attributable to noncontrolling interest 20 Net income attributable to Delphi $ 305 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2015: Adjusted operating income $ 819 $ 399 $ 250 $ — $ 1,468 Restructuring (22 ) (33 ) (14 ) — (69 ) Other acquisition and portfolio project costs (15 ) (9 ) (6 ) — (30 ) Asset impairments (3 ) — (3 ) — (6 ) Gain (loss) on business divestitures, net (14 ) — 39 — 25 Operating income $ 765 $ 357 $ 266 $ — 1,388 Interest expense (92 ) Other income (expense), net (67 ) Income from continuing operations before income taxes and equity income 1,229 Income tax expense (202 ) Equity income, net of tax 10 Income from continuing operations 1,037 Income from discontinued operations, net of tax 277 Net income 1,314 Net income attributable to noncontrolling interest 56 Net income attributable to Delphi $ 1,258 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2014: Adjusted operating income $ 812 $ 365 $ 251 $ — $ 1,428 Restructuring (51 ) (48 ) (22 ) — (121 ) Other acquisition and portfolio project costs (6 ) — — — (6 ) Asset impairments (2 ) (1 ) (4 ) — (7 ) Operating income $ 753 $ 316 $ 225 $ — 1,294 Interest expense (101 ) Other income (expense), net (9 ) Income from continuing operations before income taxes and equity income 1,184 Income tax expense (181 ) Equity income, net of tax 15 Income from continuing operations 1,018 Income from discontinued operations, net of tax 54 Net income 1,072 Net income attributable to noncontrolling interest 65 Net income attributable to Delphi $ 1,007 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS During the first quarter of 2015, the Company determined that its previously reported Thermal Systems segment met the criteria to be classified as a discontinued operation as a result of entering into a definitive agreement for the sale of substantially all of the assets and liabilities of the Company's wholly owned Thermal Systems business and a commitment to a plan to dispose of the Company's interests in two joint ventures which were previously reported within the Thermal Systems segment. On June 30, 2015 the Company closed the sale of its wholly owned Thermal Systems business to MAHLE GmbH ("MAHLE"). The Company received cash proceeds of approximately $670 million and recognized a preliminary gain on the divestiture of $285 million (approximately $0.99 per diluted share), net of tax expense of $56 million and transaction costs of $10 million , within income from discontinued operations. Consideration associated with the divestiture remains subject to further post-closing adjustments, primarily related to working capital. In conjunction with the sale, Delphi and MAHLE also entered into a transition services agreement under which Delphi is providing certain administrative and other services, as well as a supply agreement under which Delphi is supplying certain products, primarily for a period of up to eighteen months following the closing of the transaction. Delphi recorded $4 million to other income (expense), net for the three months ended September 30, 2015 for certain fees earned pursuant to the transition services agreement. Delphi and MAHLE also entered into a separate letter of intent for the sale of Delphi's 50 percent interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. During the third quarter of 2015, one of Delphi's joint venture partners, Shanghai Aerospace Automobile Electromechanical Co., Ltd ("SAAE"), notified Delphi that it was exercising its right of first refusal to purchase Delphi's interest, and in October 2015, Delphi and SAAE entered into a definitive agreement for the sale of Delphi's SDAAC interest. The sale is expected to close in the first half of 2016, subject to customary regulatory and other approvals, and the Company expects to receive proceeds of approximately $100 million . The financial results of SDAAC, which are consolidated by Delphi, were historically reported as part of the Thermal Systems segment. Delphi's interest in this joint venture remains classified as held for sale as of September 30, 2015 . Additionally, on September 24, 2015 the Company closed the sale of its 50 percent interest in its Korea Delphi Automotive Systems Corporation ("KDAC") joint venture, which was accounted for under the equity method and was principally reported as part of the Thermal Systems segment, to the joint venture partner. The Company received cash proceeds of $70 million and recognized a gain on the divestiture of $47 million (approximately $0.17 per diluted share), net of tax expense, within income from discontinued operations during the three months ended September 30, 2015 . For the nine months ended September 30, 2015 , the Company recorded a net loss of $41 million on the KDAC divestiture within income from discontinued operations, which includes the $88 million impairment loss recorded in the first quarter of 2015, as further described below. As the divestiture of the Thermal Systems segment, including the Company's interests in SDAAC and KDAC and the thermal original equipment service business, represents a strategic shift 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 former Thermal Systems segment are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. Discontinued operations also includes the Company's thermal original equipment service business, which was included in the sale of the wholly owned Thermal Systems business, the results of which were previously reported within the Powertrain Systems segment. Certain operations, primarily related to contract manufacturing services, which were previously included within the Thermal Systems reporting segment, were excluded from the scope of the divestiture, and are reported in continuing operations within the Electronics and Safety segment for all periods presented. No amounts for shared general and administrative operating expense or interest expense were allocated to discontinued operations. Delphi does not anticipate significant continuing involvement with the divested Thermal Systems business following the closing of the transactions. The Company determined that the assets and liabilities of the Thermal Systems segment met the held for sale criteria in accordance with FASB ASC 205, Presentation of Financial Statements . Accordingly, the held for sale Thermal Systems assets and liabilities were reclassified in the consolidated balance sheet to assets held for sale or liabilities held for sale, respectively, as the sale of such assets and liabilities is expected within one year, and to current or long-term assets and liabilities held for sale, as appropriate, for prior periods. The Company ceased recording depreciation of the held for sale Thermal Systems assets in the first quarter of 2015. As described above, Delphi completed the divestitures of the wholly owned Thermal Systems business on June 30, 2015, and of its 50 percent interest in KDAC on September 24, 2015. The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations: September 30, December 31, (in millions) Cash and cash equivalents $ 25 $ 45 Accounts receivable, net 58 228 Inventories, net 21 91 Property, net 72 322 Investments in affiliates — 130 Intangible assets, net 1 18 Other assets 10 61 Total assets of the discontinued operations classified as held for sale $ 187 $ 895 Accounts payable $ 77 $ 303 Accrued liabilities 12 53 Other liabilities 6 35 Total liabilities of the discontinued operations classified as held for sale $ 95 $ 391 As of September 30, 2015 and December 31, 2014, there was $106 million and $118 million , respectively, of Noncontrolling interest attributable to the Company's partner in the SDAAC joint venture. Assets and liabilities classified as held for sale were required to be recorded at the lower of carrying value or fair value less costs to sell. Accordingly, an after-tax impairment loss of $88 million (approximately $0.30 per diluted share) was recorded in income from discontinued operations in the first quarter of 2015 based on the evaluation of the fair value of the Company's interest in KDAC as of March 31, 2015 in relation to its carrying value. As of March 31, 2015, the fair value of this interest was estimated to be approximately $32 million , which was determined primarily based on negotiations with a third party and on a non-binding offer from that potential buyer at the time. As described above, during the third quarter of 2015, the Company completed the sale of its interest in KDAC for net cash proceeds of $70 million . The Company's interest in KDAC is reported within investments in affiliates in the above table as of December 31, 2014. The estimated fair value less costs to sell of the held for sale businesses exceeded their carrying value as of September 30, 2015 , and therefore no adjustment to these long-lived assets was necessary. The divestiture of the businesses held for sale could result in a gain or loss on sale to the extent the ultimate selling price differs from the current carrying value of the net assets recorded. A reconciliation of the major classes of line items constituting pre-tax profit or loss of discontinued operations to income from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Net sales $ 66 $ 382 $ 821 $ 1,150 Cost of sales 60 347 748 1,040 Selling, general and administrative 3 11 25 35 Amortization — 1 1 5 Restructuring — 1 2 3 Other income and (expense) items that are not major, net — — — 1 Income from discontinued operations before income taxes and equity income 3 22 45 68 Income tax benefit (expense) on discontinued operations 5 (7 ) (11 ) (19 ) Equity (loss) income from discontinued operations, net of tax (1 ) (3 ) (1 ) 5 Gain on divestiture of discontinued operations, net of tax 47 — 332 — Impairment loss — — (88 ) — Income from discontinued operations, net of tax 54 12 277 54 Income from discontinued operations attributable to noncontrolling interests 1 6 8 16 Net income from discontinued operations attributable to Delphi $ 53 $ 6 $ 269 $ 38 Income from discontinued operations before income taxes attributable to Delphi was $48 million and $13 million for the three months ended September 30, 2015 and 2014 , respectively. Income from discontinued operations before income taxes attributable to Delphi was $279 million and $55 million for the nine months ended September 30, 2015 and 2014 , respectively, which includes $1 million and $2 million , respectively, of income tax expense attributable to noncontrolling interests. |
Significant Accounting Polici30
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy | Consolidation —The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates over which Delphi exercises significant influence (generally a 20% to 50% ownership interest) is included in the consolidated operating results using the equity method of accounting. When Delphi does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates are accounted for using the cost method. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. During the three and nine months ended September 30, 2015 , Delphi received dividends of $5 million and $13 million , respectively, from one of its equity method investments. During the nine months ended September 30, 2014 , Delphi received a dividend of $10 million from its equity method investment in Korea Delphi Automotive Systems Corporation ("KDAC"), a Korean unconsolidated joint venture which was sold in the three months ended September 30, 2015 and has been reclassified to discontinued operations, as further described in Note 21. Discontinued Operations. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities and cash flows from operating activities from discontinued operations, respectively. Investments in affiliates accounted for under the cost method totaled $23 million and $0 million as of September 30, 2015 and December 31, 2014 , respectively, and are classified within other long-term assets in the consolidated balance sheet. |
Use of Estimates, Policy | Use of estimates —Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates. |
Net Income Per Share, Policy | Net income per share —Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. See Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share. Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information. |
Cash and Cash Equivalents, Policy | Cash and cash equivalents —Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less. |
Transfers and Servicing of Financial Assets, Policy | Accounts receivable —Delphi enters into agreements to sell certain of its accounts receivable, primarily in North America and Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense. |
Assets and Liabilities Held for Sale, Policy | Assets and liabilities held for sale —The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets. Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheet. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts. Refer to Note 21. Discontinued Operations for further information regarding the Company's assets and liabilities held for sale. |
Intangible Assets, Policy | Intangible assets —Intangible assets were $664 million and $728 million as of September 30, 2015 and December 31, 2014 , respectively. Delphi amortizes definite-lived intangible assets over their estimated useful lives. Delphi has definite-lived intangible assets related to patents and developed technology, customer relationships, trade names and in-process research and development. Delphi does not amortize indefinite-lived in-process research and development, but tests for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $23 million and $70 million for the three and nine months ended September 30, 2015 and $24 million and $71 million for the three and nine months ended September 30, 2014 , respectively. |
Goodwill, Policy | Goodwill —Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Delphi tests goodwill for impairment annually or more frequently when indications of potential impairment exist. Delphi monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management. The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by first comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying value. There were no indicators of potential goodwill impairment as of September 30, 2015 . Goodwill was $640 million and $656 million as of September 30, 2015 and December 31, 2014 , respectively. |
Warranty, Policy | Warranty and product recalls —Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations. Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Delphi has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of September 30, 2015 . The estimated reasonably possible amount to ultimately resolve all matters are not materially different from the recorded reserves as of September 30, 2015 . |
Discontinued Operations, Policy | Discontinued operations —The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components of the Company represents a strategic shift that will have a major effect on the Company's operations and financial results. During the nine months ended September 30, 2015 , Delphi completed the divestitures of the Company's wholly owned Thermal Systems business and the Company's interest in its KDAC joint venture. The Company has also entered into a separate agreement for the sale of its interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Delphi's interests in these joint ventures were previously reported within the Thermal Systems segment. Accordingly, the assets and liabilities, operating results and operating and investing cash flows for the previously reported Thermal Systems segment are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. Prior period information has been reclassified to present this business as discontinued operations for all periods presented, and has therefore been excluded from both continuing operations and segment results for all periods presented in these consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted. These items had no impact on the amounts of previously reported net income attributable to Delphi or total shareholders' equity. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations. |
Income Tax, Policy | Income taxes —Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. Refer to Note 11. Income Taxes. |
Restructuring, Policy | Restructuring —Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring. |
Customer Concentations, Policy | Customer concentrations —As reflected in the table below, combined net sales from continuing operations to General Motors Company ("GM") and Volkswagen Group (“VW”), Delphi's two largest customers, totaled approximately 23% and 22% of our total net sales for the three and nine months ended September 30, 2015 , respectively, and 25% and 25% for the three and nine months ended September 30, 2014 , respectively. Percentage of Total Net Sales Accounts and Other Receivables Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2015 2014 2015 2014 (in millions) GM 15 % 17 % 14 % 16 % $ 334 $ 301 VW 8 % 8 % 8 % 9 % 212 187 |
Retrospective Changes, Policy | Retrospective changes —Prior period information has been reclassified to present the Thermal Systems business as discontinued operations for all periods presented, and has therefore been excluded from both continuing operations and segment results for all periods presented in these consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations. |
Recently Issued Accounting Pronouncements, Policy | Recently issued accounting pronouncements —In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for fiscal years beginning after December 15, 2014 and should be applied prospectively. Delphi adopted this guidance effective January 1, 2015, and has applied it to the Company’s discontinued operation classification of the Thermal Systems business, as further discussed in Note 21. Discontinued Operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The guidance is currently effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ASC Topic 718, Compensation-Stock Compensation , as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Delphi adopted this guidance effective January 1, 2015, and it did not have a significant impact on Delphi's financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This guidance requires that debt issuance costs be presented as a direct reduction to the carrying amount of the related debt in the balance sheet rather than as a deferred charge, consistent with the presentation of discounts on debt. ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs associated with Line-of-Credit Arrangements , was issued in August 2015 to clarify that the U.S. Securities and Exchange Commission ("SEC") staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements, other than the reclassification of deferred issuance costs related to a recognized debt liability in accordance with the new presentation requirements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . This guidance requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The guidance is effective for interim and annual periods beginning after December 15, 2016, and is to be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any. The guidance is effective for interim and annual periods beginning after December 15, 2015, and is to be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not yet been made available for issuance. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements, other than the application to adjustments to provisional amounts resulting from business combinations for which the accounting is incomplete as of the end of a reporting period. |
Inventories, Policy | Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. |
Pensions, Policy | Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period. Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) prior to September 30, 2008 and were still U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members. |
Guarantor, Policy | In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions. |
Segment Reporting, Policy | The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. Generally, Delphi evaluates performance based on stand-alone segment 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 project and integration costs related to acquisitions and other portfolio transactions, asset impairments and gains (losses) on business divestitures (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Delphi’s management utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes, as management believes this measure is most reflective of the operational profitability or loss of Delphi's operating segments. Segment 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 Delphi, which is the most directly comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies. |
Significant Accounting Polici31
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Customer concentrations —As reflected in the table below, combined net sales from continuing operations to General Motors Company ("GM") and Volkswagen Group (“VW”), Delphi's two largest customers, totaled approximately 23% and 22% of our total net sales for the three and nine months ended September 30, 2015 , respectively, and 25% and 25% for the three and nine months ended September 30, 2014 , respectively. Percentage of Total Net Sales Accounts and Other Receivables Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2015 2014 2015 2014 (in millions) GM 15 % 17 % 14 % 16 % $ 334 $ 301 VW 8 % 8 % 8 % 9 % 212 187 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of inventories is shown below: September 30, December 31, (in millions) Productive material $ 684 $ 562 Work-in-process 96 104 Finished goods 407 347 Total $ 1,187 $ 1,013 |
Assets (Tables)
Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: September 30, December 31, (in millions) Value added tax receivable $ 186 $ 191 Deferred income taxes 177 171 Prepaid insurance and other expenses 97 59 Reimbursable engineering costs 70 55 Notes receivable 24 28 Income and other taxes receivable 39 34 Deposits to vendors 8 8 Derivative financial instruments (Note 14) 5 — Other 23 21 Total $ 629 $ 567 |
Schedule of Other Assets, Noncurrent | Other long-term assets consisted of the following: September 30, December 31, (in millions) Deferred income taxes $ 237 $ 232 Debt issuance costs (Note 8) 34 42 Income and other taxes receivable 79 67 Reimbursable engineering costs 49 73 Value added tax receivable 23 28 Cost method investments 23 — Acquisition deposit (Note 17) 820 — Other 66 66 Total $ 1,331 $ 508 |
Liabilities (Tables)
Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: September 30, December 31, (in millions) Payroll-related obligations $ 245 $ 243 Employee benefits, including current pension obligations 84 127 Income and other taxes payable 207 259 Warranty obligations (Note 6) 68 64 Restructuring (Note 7) 55 80 Customer deposits 28 34 Deferred income taxes 8 8 Derivative financial instruments (Note 14) 115 64 Accrued interest 15 30 Other 357 312 Total $ 1,182 $ 1,221 |
Liabilities, Noncurrent | September 30, December 31, (in millions) Environmental (Note 10) $ 4 $ 4 Extended disability benefits 11 11 Warranty obligations (Note 6) 80 82 Restructuring (Note 7) 10 17 Payroll-related obligations 8 10 Accrued income taxes 28 29 Deferred income taxes 169 162 Derivative financial instruments (Note 14) 38 40 Other 46 35 Total $ 394 $ 390 |
Warranty Obligations (Tables)
Warranty Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | The table below summarizes the activity in the product warranty liability for the nine months ended September 30, 2015 : Warranty Obligations (in millions) Accrual balance at beginning of period $ 146 Provision for estimated warranties incurred during the period 55 Provision for changes in estimate for pre-existing warranties — Settlements made during the period (in cash or in kind) (48 ) Foreign currency translation and other (5 ) Accrual balance at end of period $ 148 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes the restructuring charges recorded for the three and nine months ended September 30, 2015 and 2014 by operating segment: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Electrical/Electronic Architecture $ 13 $ 24 $ 22 $ 51 Powertrain Systems 19 9 33 48 Electronics and Safety 4 13 14 22 Total $ 36 $ 46 $ 69 $ 121 |
Schedule of Restructuring Reserve by Type of Cost | The table below summarizes the activity in the restructuring liability for the nine months ended September 30, 2015 : Employee Termination Benefits Liability Other Exit Costs Liability Total (in millions) Accrual balance at January 1, 2015 $ 95 $ 2 $ 97 Provision for estimated expenses incurred during the period 67 2 69 Payments made during the period (93 ) (2 ) (95 ) Foreign currency and other (6 ) — (6 ) Accrual balance at September 30, 2015 $ 63 $ 2 $ 65 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following is a summary of debt outstanding, net of discounts of approximately $5 million and $2 million as of September 30, 2015 and December 31, 2014 , respectively: September 30, December 31, (in millions) Accounts receivable factoring $ 242 $ — Revolving credit facility 60 — 6.125%, senior notes, due 2021 — 500 5.00%, senior notes, due 2023 800 800 4.15%, senior notes, due 2024 698 698 1.50%, Euro-denominated senior notes, due 2025 784 — Tranche A Term Loan, due 2018 400 400 Capital leases and other 138 53 Total debt 3,122 2,451 Less: current portion (424 ) (34 ) Long-term debt $ 2,698 $ 2,417 |
Schedule of Interest Rates | Applicable Rates under the Credit Agreement on the specified dates are set forth below: September 30, 2015 December 31, 2014 LIBOR plus ABR plus LIBOR plus ABR plus Revolving Credit Facility 1.00 % 0.00 % 1.00 % 0.00 % Tranche A Term Loan 1.00 % 0.00 % 1.00 % 0.00 % |
Schedule of Line of Credit Facilities | As of September 30, 2015 , the Issuer selected the one-month LIBOR interest rate option on the Tranche A Term Loan and the ABR interest rate option on the Revolving Credit Facility, as detailed in the table below, and the amounts outstanding, and rates effective as of September 30, 2015 were based on Delphi’s current credit rating and the Applicable Rate for the Credit Agreement: Borrowings as of September 30, 2015 Rates effective as of Applicable Rate (in millions) September 30, 2015 Revolving Credit Facility ABR plus 0.00% $ 60 3.25 % Tranche A Term Loan LIBOR plus 1.00% 400 1.25 % |
Pension Benefits (Tables)
Pension Benefits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Non-U.S. Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | The amounts shown below reflect the defined benefit pension expense, including amounts attributable to discontinued operations, for the three and nine months ended September 30, 2015 and 2014 : Non-U.S. Plans U.S. Plans Three Months Ended September 30, 2015 2014 2015 2014 (in millions) Service cost $ 15 $ 14 $ — $ — Interest cost 19 23 — 1 Expected return on plan assets (19 ) (19 ) — — Settlement loss (1) 13 — — — Curtailment loss — 4 — — Amortization of actuarial losses 4 2 1 — Net periodic benefit cost $ 32 $ 24 $ 1 $ 1 (1) Primarily relates to amounts recognized related to the divestiture of the Company's Reception Systems business, as further described in Note 17. Acquisitions and Divestitures. Non-U.S. Plans U.S. Plans Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Service cost $ 44 $ 44 $ — $ — Interest cost 58 73 1 2 Expected return on plan assets (57 ) (59 ) — — Settlement loss 16 — — — Curtailment loss — 4 — — Amortization of actuarial losses 13 6 1 — Net periodic benefit cost $ 74 $ 68 $ 2 $ 2 |
U.S. Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | The amounts shown below reflect the defined benefit pension expense, including amounts attributable to discontinued operations, for the three and nine months ended September 30, 2015 and 2014 : Non-U.S. Plans U.S. Plans Three Months Ended September 30, 2015 2014 2015 2014 (in millions) Service cost $ 15 $ 14 $ — $ — Interest cost 19 23 — 1 Expected return on plan assets (19 ) (19 ) — — Settlement loss (1) 13 — — — Curtailment loss — 4 — — Amortization of actuarial losses 4 2 1 — Net periodic benefit cost $ 32 $ 24 $ 1 $ 1 (1) Primarily relates to amounts recognized related to the divestiture of the Company's Reception Systems business, as further described in Note 17. Acquisitions and Divestitures. Non-U.S. Plans U.S. Plans Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Service cost $ 44 $ 44 $ — $ — Interest cost 58 73 1 2 Expected return on plan assets (57 ) (59 ) — — Settlement loss 16 — — — Curtailment loss — 4 — — Amortization of actuarial losses 13 6 1 — Net periodic benefit cost $ 74 $ 68 $ 2 $ 2 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) and Effective Tax Rate | The Company's income tax expense and effective tax rate from continuing operations for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (dollars in millions) Income tax expense $ 61 $ 56 $ 202 $ 181 Effective tax rate 15 % 15 % 16 % 15 % |
Schedule of Income Tax Expense (Benefit) associated with Unusual or Infrequent Items | The Company’s effective tax rate from continuing operations was also impacted by the tax expense (benefit) associated with unusual or infrequent items for the respective interim period as illustrated in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Tax credits (1) $ (5 ) $ — $ (5 ) $ (2 ) Withholding taxes (1 ) — (2 ) (1 ) Other change in tax reserves (2) (1 ) — 3 (6 ) Other adjustments (3) 3 (7 ) 4 (12 ) Income tax (benefit) expense associated with unusual or infrequent items $ (4 ) $ (7 ) $ — $ (21 ) (1) For the three and nine months ended September 30, 2015 and nine months ended September 30, 2014 , the tax benefit primarily relates to provision to return adjustments. (2) For the nine months ended September 30, 2015 and September 30, 2014 , the tax expense and benefit, respectively, primarily relate to adjustments in tax reserves which were individually insignificant. (3) For the three and nine months ended September 30, 2015 and September 30, 2014 , the tax expense and benefit, respectively, primarily relate to provision to return adjustments and other items which were individually insignificant. |
Shareholders' Equity And Net 40
Shareholders' Equity And Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Shareholders' Equity and Net Income Per Share Note [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions, except per share data) Numerator: Income from continuing operations $ 351 $ 299 $ 989 $ 969 Income from discontinued operations 53 6 269 38 Net income attributable to Delphi $ 404 $ 305 $ 1,258 $ 1,007 Denominator: Weighted average ordinary shares outstanding, basic 282.97 298.59 287.18 302.35 Dilutive shares related to restricted stock units ("RSUs") 1.43 1.55 1.15 1.21 Weighted average ordinary shares outstanding, including dilutive shares 284.40 300.14 288.33 303.56 Basic net income per share: Continuing operations $ 1.24 $ 1.00 $ 3.44 $ 3.20 Discontinued operations 0.19 0.02 0.94 0.13 Basic net income per share attributable to Delphi $ 1.43 $ 1.02 $ 4.38 $ 3.33 Diluted net income per share: Continuing operations $ 1.23 $ 1.00 $ 3.43 $ 3.19 Discontinued operations 0.19 0.02 0.93 0.13 Diluted net income per share attributable to Delphi $ 1.42 $ 1.02 $ 4.36 $ 3.32 Anti-dilutive securities share impact — — — — |
Schedule of Share Repurchases | A summary of the ordinary shares repurchased during the three and nine months ended September 30, 2015 and 2014 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total number of shares repurchased 5,292,240 4,360,097 12,174,805 10,004,486 Average price paid per share $ 76.83 $ 68.00 $ 78.79 $ 67.37 Total (in millions) $ 406 $ 297 $ 959 $ 674 |
Schedule of Dividends Declared | The Company has declared and paid cash dividends per ordinary share during the periods presented as follows: Dividend Amount Per Share (in millions) 2015: Third quarter $ 0.25 $ 71 Second quarter 0.25 72 First quarter 0.25 73 Total $ 0.75 $ 216 2014: Fourth quarter $ 0.25 $ 73 Third quarter 0.25 75 Second quarter 0.25 76 First quarter 0.25 77 Total $ 1.00 $ 301 |
Changes in Accumulated Other 41
Changes in Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) for the three and nine months ended September 30, 2015 and 2014 are shown below. Other comprehensive income includes activity relating to discontinued operations. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Foreign currency translation adjustments: Balance at beginning of period $ (505 ) $ (8 ) $ (333 ) $ (17 ) Aggregate adjustment for the period (109 ) (176 ) (281 ) (167 ) Balance at end of period (614 ) (184 ) (614 ) (184 ) Gains (losses) on derivatives: Balance at beginning of period (84 ) 9 (78 ) 2 Other comprehensive income before reclassifications (net tax effect of $16 million, $8 million, $30 million and $5 million) (55 ) (30 ) (105 ) (27 ) Reclassification to income (net tax effect of $7 million, $3 million, $20 million and $5 million) 22 7 66 11 Balance at end of period (117 ) (14 ) (117 ) (14 ) Pension and postretirement plans: Balance at beginning of period (308 ) (220 ) (330 ) (222 ) Other comprehensive income before reclassifications (net tax effect of $1 million, $4 million, $2 million and $3 million) 7 10 18 8 Reclassification to income (net tax effect of $1 million, $0 million, $2 million and $0 million) 17 2 28 6 Balance at end of period (284 ) (208 ) (284 ) (208 ) Accumulated other comprehensive loss, end of period $ (1,015 ) $ (406 ) $ (1,015 ) $ (406 ) Reclassifications from accumulated other comprehensive income to income for the three and nine months ended September 30, 2015 and 2014 were as follows: Reclassification Out of Accumulated Other Comprehensive Income Details About Accumulated Other Comprehensive Income Components Three Months Ended September 30, Nine Months Ended September 30, Affected Line Item in the Statement of Operations 2015 2014 2015 2014 (in millions) Gains (losses) on derivatives: Commodity derivatives $ (11 ) $ (3 ) $ (32 ) $ (13 ) Cost of sales Foreign currency derivatives (18 ) 1 (54 ) 7 Cost of sales Foreign currency derivatives — (2 ) — — Other income (29 ) (4 ) (86 ) (6 ) Income before income taxes 7 (3 ) 20 (5 ) Income tax expense (22 ) (7 ) (66 ) (11 ) Net income — — — — Net income attributable to noncontrolling interest $ (22 ) $ (7 ) $ (66 ) $ (11 ) Net income attributable to Delphi Pension and postretirement plans: Actuarial losses $ (5 ) $ (2 ) $ (14 ) $ (6 ) (1) Settlement loss (13 ) — (16 ) — (1) (18 ) (2 ) (30 ) (6 ) Income before income taxes 1 — 2 — Income tax expense (17 ) (2 ) (28 ) (6 ) Net income — — — — Net income attributable to noncontrolling interest $ (17 ) $ (2 ) $ (28 ) $ (6 ) Net income attributable to Delphi Total reclassifications for the period $ (39 ) $ (9 ) $ (94 ) $ (17 ) (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). |
Derivatives And Hedging Activ42
Derivatives And Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 2015 , the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures: Commodity Quantity Hedged Unit of Measure Notional Amount (in thousands) (in millions) Copper 88,904 pounds $ 210 Foreign Currency Quantity Hedged Unit of Measure Notional Amount (Approximate USD Equivalent) (in millions) Mexican Peso 9,849 MXN $ 575 Polish Zloty 304 PLN 80 Chinese Yuan Renminbi 435 CNY 70 New Turkish Lira 212 TRY 70 Hungarian Forint 13,093 HUF 45 Brazilian Real 41 BRL 10 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative financial instruments recorded in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 are as follows: Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet Balance Sheet Location September 30, Balance Sheet Location September 30, September 30, (in millions) Designated derivatives instruments: Commodity derivatives Other current assets $ — Accrued liabilities $ 34 Foreign currency derivatives* Other current assets 1 Other current assets — 1 Foreign currency derivatives* Accrued liabilities 4 Accrued liabilities 82 (78 ) Commodity derivatives Other long-term assets — Other long-term liabilities 12 Foreign currency derivatives* Other long-term assets 1 Other long-term assets 1 — Foreign currency derivatives* Other long-term liabilities — Other long-term liabilities 25 (25 ) Total $ 6 $ 154 Derivatives not designated: Commodity derivatives Other current assets $ — Accrued liabilities $ 2 Foreign currency derivatives* Other current assets 4 Other current assets — 4 Foreign currency derivatives* Accrued liabilities 3 Accrued liabilities 4 (1 ) Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 2 (1 ) Total $ 8 $ 8 Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet Balance Sheet Location December 31, Balance Sheet Location December 31, December 31, (in millions) Designated derivatives instruments: Commodity derivatives Other current assets $ — Accrued liabilities $ 19 Foreign currency derivatives* Accrued liabilities 3 Accrued liabilities 48 (45 ) Commodity derivatives Other long-term assets — Other long-term liabilities 8 Foreign currency derivatives* Other long-term liabilities 2 Other long-term liabilities 34 (32 ) Total $ 5 $ 109 Derivatives not designated: Foreign currency derivatives* Accrued liabilities $ 1 Accrued liabilities $ 1 — Total $ 1 $ 1 * Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts. |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 Loss Recognized in OCI (Effective Portion) Loss Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (28 ) $ (11 ) $ — Foreign currency derivatives (43 ) (18 ) — Total $ (71 ) $ (29 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (11 ) Total $ (11 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended September 30, 2014 is as follows: Three Months Ended September 30, 2014 Loss Recognized in OCI (Effective Portion) Loss Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (13 ) $ (3 ) $ — Foreign currency derivatives (25 ) (1 ) — Total $ (38 ) $ (4 ) $ — Gain Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (1) 22 Total $ 22 (1) Primarily relates to amounts recognized in other income, which offset the losses recognized due to the remeasurement of intercompany loans. The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the nine months ended September 30, 2015 is as follows: Nine Months Ended September 30, 2015 Loss Recognized in OCI (Effective Portion) Loss Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (53 ) $ (29 ) $ — Foreign currency derivatives (82 ) (50 ) — Total $ (135 ) $ (79 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ (3 ) Foreign currency derivatives (16 ) Total $ (19 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the nine months ended September 30, 2014 is as follows: Nine Months Ended September 30, 2014 Loss Recognized in OCI (Effective Portion) (Loss) Gain Reclassified from OCI into Income (Effective Portion) Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing) (in millions) Designated derivatives instruments: Commodity derivatives $ (19 ) $ (13 ) $ — Foreign currency derivatives (13 ) 7 — Total $ (32 ) $ (6 ) $ — Gain Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (1) 22 Total $ 22 |
Fair Value Of Financial Instr43
Fair Value Of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | As of September 30, 2015 and December 31, 2014 , Delphi had the following assets measured at fair value on a recurring basis: Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (in millions) As of September 30, 2015: Foreign currency derivatives $ 5 $ — $ 5 $ — Total $ 5 $ — $ 5 $ — As of December 31, 2014: Foreign currency derivatives $ — $ — $ — $ — Total $ — $ — $ — $ — |
Fair Value, Liabilities Measured on Recurring Basis | As of September 30, 2015 and December 31, 2014 , Delphi had the following liabilities measured at fair value on a recurring basis: Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (in millions) As of September 30, 2015: Commodity derivatives $ 48 $ — $ 48 $ — Foreign currency derivatives 105 — 105 — Contingent consideration 18 — — 18 Total $ 171 $ — $ 153 $ 18 As of December 31, 2014: Commodity derivatives $ 27 $ — $ 27 $ — Foreign currency derivatives 77 — 77 — Contingent consideration 11 — — 11 Total $ 115 $ — $ 104 $ 11 |
Changes in Fair Value of Liabilities Measured on Recurring Basis with Unobservable Inputs | The changes in the contingent consideration liability classified as a Level 3 measurement for the nine months ended September 30, 2015 were as follows: Contingent Consideration Liability (in millions) Fair value at beginning of period $ 11 Additions 5 Payments — Interest accretion 2 Fair value at end of period $ 18 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income | Other income (expense), net included: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Interest income $ 2 $ 2 $ 4 $ 6 Loss on extinguishment of debt — — (52 ) (34 ) Costs associated with acquisitions (11 ) — (12 ) — Gain on insurance recovery — — — 14 Other, net (2 ) 3 (7 ) 5 Other (expense) income, net $ (11 ) $ 5 $ (67 ) $ (9 ) |
Acquisitions And Divestitures (
Acquisitions And Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Ottomatika, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price and related allocation to the acquired net assets of Ottomatika based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 16 Purchase price, deferred consideration 11 Purchase price, fair value of contingent consideration 5 Fair value of previously held investment 4 Total purchase price $ 36 Indefinite-lived intangible assets $ 24 Definite-lived intangible assets 1 Liabilities assumed, net of other assets acquired (8 ) Identifiable net assets acquired 17 Goodwill resulting from purchase 19 Total purchase price allocation $ 36 |
Antaya Technologies Corp. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final purchase price and related allocation are shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 140 Purchase price, fair value of contingent consideration 11 Total purchase price $ 151 Definite-lived intangible assets $ 75 Liabilities assumed, net of other assets acquired (17 ) Identifiable net assets acquired 58 Goodwill resulting from purchase 93 Total purchase price allocation $ 151 |
Unwired Holdings, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final purchase price and related allocation are shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 191 Purchase price, acquired cash, excess net working capital and certain tax benefits 19 Total purchase price $ 210 Definite-lived intangible assets $ 63 Other assets purchased and liabilities assumed, net 17 Identifiable net assets acquired 80 Goodwill resulting from purchase 130 Total purchase price allocation $ 210 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Restricted Stock Units Performance Awards Weighting | Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are: Metric 2013 - 2015 Grants 2012 Grant Average return on net assets (1) 50% 50% Cumulative net income N/A 30% Cumulative earnings per share (2) 30% N/A Relative total shareholder return (3) 20% 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 Delphi 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. |
Schedule of Executive RSU Grants | The details of the executive grants were as follows: Grant Date RSUs Granted Time-Based Award Vesting Dates Performance-Based Award Vesting Date (in millions) February 2012 1.88 Annually on anniversary of grant date, 2013 - 2015 December 31, 2014 February 2013 1.45 Annually on anniversary of grant date, 2014 - 2016 December 31, 2015 February 2014 0.78 Annually on anniversary of grant date, 2015 - 2017 December 31, 2016 February 2015 0.90 Annually on anniversary of grant date, 2016 - 2018 December 31, 2017 |
Schedule of Share-based Compensation Restricted Stock Units Award Activity | A summary of activity, including award grants, vesting and forfeitures is provided below: RSUs Weighted Average Grant Date Fair Value (in thousands) Nonvested, January 1, 2015 2,274 $ 50.38 Granted 946 84.55 Vested (527 ) 39.95 Forfeited (174 ) 63.23 Nonvested, September 30, 2015 2,519 64.51 |
Supplemental Guarantor And No47
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements [Abstract] | |
Schedule of Condensed Income Statement | Statement of Operations Three Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,631 $ — $ 3,631 Operating expenses: Cost of sales — — (6 ) 2,868 — 2,862 Selling, general and administrative 38 — — 211 — 249 Amortization — — — 23 — 23 Restructuring — — — 36 — 36 Total operating expenses 38 — (6 ) 3,138 — 3,170 Operating (loss) income (38 ) — 6 493 — 461 Interest (expense) income (29 ) (8 ) (45 ) (19 ) 71 (30 ) Other income (expense), net — 23 10 27 (71 ) (11 ) (Loss) income from continuing operations before income taxes and equity income (67 ) 15 (29 ) 501 — 420 Income tax benefit (expense) — — 11 (72 ) — (61 ) (Loss) income from continuing operations before equity income (67 ) 15 (18 ) 429 — 359 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 471 456 96 — (1,023 ) — Income from continuing operations 404 471 78 434 (1,023 ) 364 Income from discontinued operations, net of tax — — — 54 — 54 Net income (loss) 404 471 78 488 (1,023 ) 418 Net income attributable to noncontrolling interest — — — 14 — 14 Net income (loss) attributable to Delphi $ 404 $ 471 $ 78 $ 474 $ (1,023 ) $ 404 Statement of Operations Nine Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 11,286 $ — $ 11,286 Operating expenses: Cost of sales — — (6 ) 9,000 — 8,994 Selling, general and administrative 64 — — 701 — 765 Amortization — — — 70 — 70 Restructuring — — — 69 — 69 Total operating expenses 64 — (6 ) 9,840 — 9,898 Operating (loss) income (64 ) — 6 1,446 — 1,388 Interest (expense) income (75 ) (23 ) (128 ) (70 ) 204 (92 ) Other income (expense), net — 58 3 76 (204 ) (67 ) (Loss) income from continuing operations before income taxes and equity income (139 ) 35 (119 ) 1,452 — 1,229 Income tax benefit (expense) — — 44 (246 ) — (202 ) (Loss) income from continuing operations before equity income (139 ) 35 (75 ) 1,206 — 1,027 Equity in net income of affiliates — — — 10 — 10 Equity in net income (loss) of subsidiaries 1,397 1,362 358 — (3,117 ) — Income from continuing operations 1,258 1,397 283 1,216 (3,117 ) 1,037 Income from discontinued operations, net of tax — — — 277 — 277 Net income (loss) 1,258 1,397 283 1,493 (3,117 ) 1,314 Net income attributable to noncontrolling interest — — — 56 — 56 Net income (loss) attributable to Delphi $ 1,258 $ 1,397 $ 283 $ 1,437 $ (3,117 ) $ 1,258 Statement of Operations Three Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,762 $ — $ 3,762 Operating expenses: Cost of sales — — — 3,041 — 3,041 Selling, general and administrative 31 — — 228 — 259 Amortization — — — 24 — 24 Restructuring — — — 46 — 46 Total operating expenses 31 — — 3,339 — 3,370 Operating (loss) income (31 ) — — 423 — 392 Interest (expense) income (6 ) (9 ) (45 ) (17 ) 44 (33 ) Other income (expense), net — 17 17 15 (44 ) 5 (Loss) income from continuing operations before income taxes and equity income (37 ) 8 (28 ) 421 — 364 Income tax benefit (expense) 1 — 10 (67 ) — (56 ) (Loss) income from continuing operations before equity income (36 ) 8 (18 ) 354 — 308 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 341 333 47 — (721 ) — Income from continuing operations 305 341 29 359 (721 ) 313 Income from discontinued operations, net of tax — — — 12 — 12 Net income (loss) 305 341 29 371 (721 ) 325 Net income attributable to noncontrolling interest — — — 20 — 20 Net income (loss) attributable to Delphi $ 305 $ 341 $ 29 $ 351 $ (721 ) $ 305 Statement of Operations Nine Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 11,721 $ — $ 11,721 Operating expenses: Cost of sales — — — 9,467 — 9,467 Selling, general and administrative 66 — — 702 — 768 Amortization — — — 71 — 71 Restructuring — — — 121 — 121 Total operating expenses 66 — — 10,361 — 10,427 Operating (loss) income (66 ) — — 1,360 — 1,294 Interest (expense) income (15 ) (25 ) (137 ) (53 ) 129 (101 ) Other income (expense), net — 51 14 55 (129 ) (9 ) (Loss) income from continuing operations before income taxes and equity income (81 ) 26 (123 ) 1,362 — 1,184 Income tax benefit (expense) 1 — 45 (227 ) — (181 ) (Loss) income from continuing operations before equity income (80 ) 26 (78 ) 1,135 — 1,003 Equity in net income of affiliates — — — 15 — 15 Equity in net income (loss) of subsidiaries 1,087 1,061 189 — (2,337 ) — Income from continuing operations 1,007 1,087 111 1,150 (2,337 ) 1,018 Income from discontinued operations, net of tax — — — 54 — 54 Net income (loss) 1,007 1,087 111 1,204 (2,337 ) 1,072 Net income attributable to noncontrolling interest — — — 65 — 65 Net income (loss) attributable to Delphi $ 1,007 $ 1,087 $ 111 $ 1,139 $ (2,337 ) $ 1,007 |
Schedule of Comprehensive Income (Loss) | Statement of Comprehensive Income Three Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 404 $ 471 $ 78 $ 488 $ (1,023 ) $ 418 Other comprehensive income (loss): Currency translation adjustments (5 ) — — (115 ) — (120 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (33 ) — (33 ) Employee benefit plans adjustment, net of tax — — — 24 — 24 Other comprehensive loss (5 ) — — (124 ) — (129 ) Equity in other comprehensive income (loss) of subsidiaries (113 ) (185 ) (23 ) — 321 — Comprehensive income (loss) 286 286 55 364 (702 ) 289 Comprehensive income attributable to noncontrolling interests — — — 3 — 3 Comprehensive income (loss) attributable to Delphi $ 286 $ 286 $ 55 $ 361 $ (702 ) $ 286 Statement of Comprehensive Income Nine Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,258 $ 1,397 $ 283 $ 1,493 $ (3,117 ) $ 1,314 Other comprehensive income (loss): Currency translation adjustments (27 ) — — (266 ) — (293 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (39 ) — (39 ) Employee benefit plans adjustment, net of tax — — — 46 — 46 Other comprehensive loss (27 ) — — (259 ) — (286 ) Equity in other comprehensive income (loss) of subsidiaries (247 ) (413 ) (26 ) — 686 — Comprehensive income (loss) 984 984 257 1,234 (2,431 ) 1,028 Comprehensive income attributable to noncontrolling interests — — — 44 — 44 Comprehensive income (loss) attributable to Delphi $ 984 $ 984 $ 257 $ 1,190 $ (2,431 ) $ 984 Statement of Comprehensive Income Three Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 305 $ 341 $ 29 $ 371 $ (721 ) $ 325 Other comprehensive income (loss): Currency translation adjustments — — — (179 ) — (179 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (23 ) — (23 ) Employee benefit plans adjustment, net of tax — — — 12 — 12 Other comprehensive loss — — — (190 ) — (190 ) Equity in other comprehensive income (loss) of subsidiaries (187 ) (223 ) (10 ) — 420 — Comprehensive income (loss) 118 118 19 181 (301 ) 135 Comprehensive income attributable to noncontrolling interests — — — 17 — 17 Comprehensive income (loss) attributable to Delphi $ 118 $ 118 $ 19 $ 164 $ (301 ) $ 118 Statement of Comprehensive Income Nine Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,007 $ 1,087 $ 111 $ 1,204 $ (2,337 ) $ 1,072 Other comprehensive income (loss): Currency translation adjustments — — — (172 ) — (172 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (16 ) — (16 ) Employee benefit plans adjustment, net of tax — — — 14 — 14 Other comprehensive loss — — — (174 ) — (174 ) Equity in other comprehensive income (loss) of subsidiaries (169 ) (249 ) (1 ) — 419 — Comprehensive income (loss) 838 838 110 1,030 (1,918 ) 898 Comprehensive income attributable to noncontrolling interests — — — 60 — 60 Comprehensive income (loss) attributable to Delphi $ 838 $ 838 $ 110 $ 970 $ (1,918 ) $ 838 |
Schedule of Condensed Balance Sheet | Balance Sheet as of September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 29 $ 1 $ — $ 404 $ — $ 434 Restricted cash — — — 2 — 2 Accounts receivable, net — — — 2,615 — 2,615 Intercompany receivables, current — 1,079 434 4,232 (5,745 ) — Inventories — — — 1,187 — 1,187 Other current assets — — 5 624 — 629 Current assets held for sale — — — 187 — 187 Total current assets 29 1,080 439 9,251 (5,745 ) 5,054 Long-term assets: Intercompany receivables, long-term — 813 992 1,578 (3,383 ) — Property, net — — — 3,010 — 3,010 Investments in affiliates — — — 93 — 93 Investments in subsidiaries 7,128 7,088 3,059 — (17,275 ) — Intangible assets, net — — — 1,304 — 1,304 Other long-term assets 5 — 29 1,297 — 1,331 Total long-term assets 7,133 7,901 4,080 7,282 (20,658 ) 5,738 Total assets $ 7,162 $ 8,981 $ 4,519 $ 16,533 $ (26,403 ) $ 10,792 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 60 $ 364 $ — $ 424 Accounts payable — — — 2,327 — 2,327 Intercompany payables, current 4,041 551 898 251 (5,741 ) — Accrued liabilities 21 — 11 1,150 — 1,182 Current liabilities held for sale — — — 95 — 95 Total current liabilities 4,062 551 969 4,187 (5,741 ) 4,028 Long-term liabilities: Long-term debt 784 — 1,898 16 — 2,698 Intercompany payables, long-term — 1,302 1,040 1,042 (3,384 ) — Pension benefit obligations — — — 898 — 898 Other long-term liabilities — — 13 381 — 394 Total long-term liabilities 784 1,302 2,951 2,337 (3,384 ) 3,990 Total liabilities 4,846 1,853 3,920 6,524 (9,125 ) 8,018 Total Delphi shareholders’ equity 2,316 7,128 599 9,551 (17,278 ) 2,316 Noncontrolling interest — — — 458 — 458 Total shareholders’ equity 2,316 7,128 599 10,009 (17,278 ) 2,774 Total liabilities and shareholders’ equity $ 7,162 $ 8,981 $ 4,519 $ 16,533 $ (26,403 ) $ 10,792 Balance Sheet as of December 31, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 9 $ 1 $ — $ 849 $ — $ 859 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,400 — 2,400 Intercompany receivables, current 88 198 1,397 2,046 (3,729 ) — Inventories — — — 1,013 — 1,013 Other current assets — — — 567 — 567 Current assets held for sale — — — 384 — 384 Total current assets 97 199 1,397 7,260 (3,729 ) 5,224 Long-term assets: Intercompany receivables, long-term — 775 947 1,519 (3,241 ) — Property, net — — — 3,021 — 3,021 Investments in affiliates — — — 98 — 98 Investments in subsidiaries 5,215 6,071 1,644 — (12,930 ) — Intangible assets, net — — — 1,384 — 1,384 Other long-term assets — — 42 466 — 508 Long-term assets held for sale — — — 511 — 511 Total long-term assets 5,215 6,846 2,633 6,999 (16,171 ) 5,522 Total assets $ 5,312 $ 7,045 $ 4,030 $ 14,259 $ (19,900 ) $ 10,746 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ — $ 34 $ — $ 34 Accounts payable 2 — — 2,276 — 2,278 Intercompany payables, current 2,800 536 89 303 (3,728 ) — Accrued liabilities — — 29 1,192 — 1,221 Current liabilities held for sale — — — 356 — 356 Total current liabilities 2,802 536 118 4,161 (3,728 ) 3,889 Long-term liabilities: Long-term debt — — 2,398 19 — 2,417 Intercompany payables, long-term — 1,294 1,001 947 (3,242 ) — Pension benefit obligations — — — 1,002 — 1,002 Other long-term liabilities — — 11 379 — 390 Long-term liabilities held for sale — — — 35 — 35 Total long-term liabilities — 1,294 3,410 2,382 (3,242 ) 3,844 Total liabilities 2,802 1,830 3,528 6,543 (6,970 ) 7,733 Total Delphi shareholders’ equity 2,510 5,215 502 7,213 (12,930 ) 2,510 Noncontrolling interest — — — 503 — 503 Total shareholders’ equity 2,510 5,215 502 7,716 (12,930 ) 3,013 Total liabilities and shareholders’ equity $ 5,312 $ 7,045 $ 4,030 $ 14,259 $ (19,900 ) $ 10,746 |
Schedule of Condensed Cash Flow Statement | Statement of Cash Flows for the Nine Months Ended September 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (15 ) $ 100 $ — $ 1,044 $ (100 ) $ 1,029 Net cash used in operating activities from discontinued operations — — — (21 ) — (21 ) Net cash (used in) provided by operating activities (15 ) 100 — 1,023 (100 ) 1,008 Cash flows from investing activities: Capital expenditures — — — (539 ) — (539 ) Proceeds from sale of property / investments — — — 7 — 7 Net proceeds from divestiture of discontinued operations — — — 730 — 730 Proceeds from business divestitures, net of $7 payment in 2015 — — — 18 — 18 Cost of business, investment and technology acquisitions, net of cash acquired — — — (38 ) — (38 ) Deposit for acquisition of HellermannTyton — — — (844 ) — (844 ) Increase in restricted cash — — — (1 ) — (1 ) Loans to affiliates — (853 ) (342 ) (1,237 ) 2,432 — Repayments of loans from affiliates — — 135 — (135 ) — Investments in subsidiaries (753 ) — — — 753 — Net cash (used in) provided by investing activities from continuing operations (753 ) (853 ) (207 ) (1,904 ) 3,050 (667 ) Net cash used in investing activities from discontinued operations — — — (68 ) — (68 ) Net cash (used in) provided by investing activities (753 ) (853 ) (207 ) (1,972 ) 3,050 (735 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 399 — 399 Repayment of senior notes — — (546 ) — — (546 ) Proceeds from issuance of senior notes, net of issuance costs 753 — — — — 753 Dividend payments of consolidated affiliates to minority shareholders — — — (63 ) — (63 ) Proceeds from borrowings from affiliates 1,332 — 853 247 (2,432 ) — Payments on borrowings from affiliates (135 ) — — — 135 — Investment from parent — 753 — — (753 ) — Dividends paid to affiliates — — (100 ) — 100 — Repurchase of ordinary shares (946 ) — — — — (946 ) Distribution of cash dividends (216 ) — — — — (216 ) Taxes withheld and paid on employees' restricted share awards — — — (58 ) — (58 ) Net cash provided by (used in) financing activities 788 753 207 525 (2,950 ) (677 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (41 ) — (41 ) Increase (decrease) in cash and cash equivalents 20 — — (465 ) — (445 ) Cash and cash equivalents at beginning of period 9 1 — 894 — 904 Cash and cash equivalents at end of period $ 29 $ 1 $ — $ 429 $ — $ 459 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 25 $ — $ 25 Cash and cash equivalents of continuing operations $ 29 $ 1 $ — $ 404 $ — $ 434 Statement of Cash Flows for the Nine Months Ended September 30, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash provided by operating activities from continuing operations $ 37 $ — $ — $ 1,178 $ — $ 1,215 Net cash provided by operating activities from discontinued operations — — — 47 — 47 Net cash provided by operating activities 37 — — 1,225 — 1,262 Cash flows from investing activities: Capital expenditures — — — (601 ) — (601 ) Proceeds from sale of property — — — 7 — 7 Decrease in restricted cash — — — 1 — 1 Loans to affiliates — — (745 ) (848 ) 1,593 — Repayments of loans from affiliates — — 55 254 (309 ) — Return of investments in subsidiaries — — 270 — (270 ) — Net cash (used in) provided by investing activities from continuing operations — — (420 ) (1,187 ) 1,014 (593 ) Net cash used in investing activities from discontinued operations — — — (64 ) — (64 ) Net cash (used in) provided by investing activities — — (420 ) (1,251 ) 1,014 (657 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 9 — 9 Repayments under long-term debt agreements — — (164 ) — — (164 ) Repayment of senior notes — — (526 ) — — (526 ) Proceeds from issuance of senior notes, net of issuance costs — — 691 — — 691 Dividend payments of consolidated affiliates to minority shareholders — — — (61 ) — (61 ) Proceeds from borrowings from affiliates 920 144 529 — (1,593 ) — Payments on borrowings from affiliates (55 ) (144 ) (110 ) — 309 — Capital distributions to affiliates — — — (270 ) 270 — Repurchase of ordinary shares (662 ) — — — — (662 ) Distribution of cash dividends (228 ) — — — — (228 ) Taxes withheld and paid on employees' restricted share awards — — — (8 ) — (8 ) Net cash (used in) provided by financing activities (25 ) — 420 (330 ) (1,014 ) (949 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (19 ) — (19 ) Increase (decrease) in cash and cash equivalents 12 — — (375 ) — (363 ) Cash and cash equivalents at beginning of period 7 — — 1,382 — 1,389 Cash and cash equivalents at end of period $ 19 $ — $ — $ 1,007 $ — $ 1,026 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 19 $ — $ 19 Cash and cash equivalents of continuing operations $ 19 $ — $ — $ 988 $ — $ 1,007 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Included below are sales and operating data for Delphi’s segments for the three and nine months ended September 30, 2015 and 2014 . Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2015: Net sales $ 1,941 $ 1,057 $ 675 $ (42 ) $ 3,631 Depreciation & amortization $ 67 $ 45 $ 19 $ — $ 131 Adjusted operating income $ 263 $ 124 $ 83 $ — $ 470 Operating income $ 245 $ 101 $ 115 $ — $ 461 Equity income $ 5 $ — $ — $ — $ 5 Net income attributable to noncontrolling interest $ 8 $ 5 $ — $ — $ 13 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2014: Net sales $ 1,993 $ 1,117 $ 704 $ (52 ) $ 3,762 Depreciation & amortization $ 67 $ 50 $ 20 $ — $ 137 Adjusted operating income $ 249 $ 114 $ 82 $ — $ 445 Operating income $ 221 $ 104 $ 67 $ — $ 392 Equity income (loss) $ 6 $ (1 ) $ — $ — $ 5 Net income attributable to noncontrolling interest $ 8 $ 6 $ — $ — $ 14 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2015: Net sales $ 6,063 $ 3,281 $ 2,070 $ (128 ) $ 11,286 Depreciation & amortization $ 202 $ 134 $ 58 $ — $ 394 Adjusted operating income $ 819 $ 399 $ 250 $ — $ 1,468 Operating income $ 765 $ 357 $ 266 $ — $ 1,388 Equity income $ 10 $ — $ — $ — $ 10 Net income attributable to noncontrolling interest $ 25 $ 23 $ — $ — $ 48 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2014: Net sales $ 6,269 $ 3,402 $ 2,201 $ (151 ) $ 11,721 Depreciation & amortization $ 197 $ 149 $ 60 $ — $ 406 Adjusted operating income $ 812 $ 365 $ 251 $ — $ 1,428 Operating income $ 753 $ 316 $ 225 $ — $ 1,294 Equity income (loss) $ 16 $ (1 ) $ — $ — $ 15 Net income attributable to noncontrolling interest $ 25 $ 24 $ — $ — $ 49 (1) Eliminations and Other includes the elimination of inter-segment transactions. |
Schedule of Segment Reporting Adjusted OI to Net Income By Segment | The reconciliation of Adjusted Operating Income to Operating Income includes restructuring, other project and integration costs related to acquisitions and other portfolio transactions, asset impairments and gains (losses) on business divestitures. The reconciliation of Adjusted Operating Income to net income attributable to Delphi for the three and nine months ended September 30, 2015 and 2014 are as follows: Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2015: Adjusted operating income $ 263 $ 124 $ 83 $ — $ 470 Restructuring (13 ) (19 ) (4 ) — (36 ) Other acquisition and portfolio project costs (5 ) (4 ) (3 ) — (12 ) Gain (loss) on business divestitures, net — — 39 — 39 Operating income $ 245 $ 101 $ 115 $ — 461 Interest expense (30 ) Other income (expense), net (11 ) Income from continuing operations before income taxes and equity income 420 Income tax expense (61 ) Equity income, net of tax 5 Income from continuing operations 364 Income from discontinued operations, net of tax 54 Net income 418 Net income attributable to noncontrolling interest 14 Net income attributable to Delphi $ 404 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended September 30, 2014: Adjusted operating income $ 249 $ 114 $ 82 $ — $ 445 Restructuring (24 ) (9 ) (13 ) — (46 ) Other acquisition and portfolio project costs (3 ) — — — (3 ) Asset impairments (1 ) (1 ) (2 ) — (4 ) Operating income $ 221 $ 104 $ 67 $ — 392 Interest expense (33 ) Other income (expense), net 5 Income from continuing operations before income taxes and equity income 364 Income tax expense (56 ) Equity income, net of tax 5 Income from continuing operations 313 Income from discontinued operations, net of tax 12 Net income 325 Net income attributable to noncontrolling interest 20 Net income attributable to Delphi $ 305 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2015: Adjusted operating income $ 819 $ 399 $ 250 $ — $ 1,468 Restructuring (22 ) (33 ) (14 ) — (69 ) Other acquisition and portfolio project costs (15 ) (9 ) (6 ) — (30 ) Asset impairments (3 ) — (3 ) — (6 ) Gain (loss) on business divestitures, net (14 ) — 39 — 25 Operating income $ 765 $ 357 $ 266 $ — 1,388 Interest expense (92 ) Other income (expense), net (67 ) Income from continuing operations before income taxes and equity income 1,229 Income tax expense (202 ) Equity income, net of tax 10 Income from continuing operations 1,037 Income from discontinued operations, net of tax 277 Net income 1,314 Net income attributable to noncontrolling interest 56 Net income attributable to Delphi $ 1,258 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Nine Months Ended September 30, 2014: Adjusted operating income $ 812 $ 365 $ 251 $ — $ 1,428 Restructuring (51 ) (48 ) (22 ) — (121 ) Other acquisition and portfolio project costs (6 ) — — — (6 ) Asset impairments (2 ) (1 ) (4 ) — (7 ) Operating income $ 753 $ 316 $ 225 $ — 1,294 Interest expense (101 ) Other income (expense), net (9 ) Income from continuing operations before income taxes and equity income 1,184 Income tax expense (181 ) Equity income, net of tax 15 Income from continuing operations 1,018 Income from discontinued operations, net of tax 54 Net income 1,072 Net income attributable to noncontrolling interest 65 Net income attributable to Delphi $ 1,007 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations [Abstract] | |
Schedule of Reconciliation of Major Classes of Assets and Liabilities of Discontinued Operations | The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations: September 30, December 31, (in millions) Cash and cash equivalents $ 25 $ 45 Accounts receivable, net 58 228 Inventories, net 21 91 Property, net 72 322 Investments in affiliates — 130 Intangible assets, net 1 18 Other assets 10 61 Total assets of the discontinued operations classified as held for sale $ 187 $ 895 Accounts payable $ 77 $ 303 Accrued liabilities 12 53 Other liabilities 6 35 Total liabilities of the discontinued operations classified as held for sale $ 95 $ 391 |
Schedule of Reconciliation of Major Classes of Profit or Loss of Discontinued Operations | A reconciliation of the major classes of line items constituting pre-tax profit or loss of discontinued operations to income from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Net sales $ 66 $ 382 $ 821 $ 1,150 Cost of sales 60 347 748 1,040 Selling, general and administrative 3 11 25 35 Amortization — 1 1 5 Restructuring — 1 2 3 Other income and (expense) items that are not major, net — — — 1 Income from discontinued operations before income taxes and equity income 3 22 45 68 Income tax benefit (expense) on discontinued operations 5 (7 ) (11 ) (19 ) Equity (loss) income from discontinued operations, net of tax (1 ) (3 ) (1 ) 5 Gain on divestiture of discontinued operations, net of tax 47 — 332 — Impairment loss — — (88 ) — Income from discontinued operations, net of tax 54 12 277 54 Income from discontinued operations attributable to noncontrolling interests 1 6 8 16 Net income from discontinued operations attributable to Delphi $ 53 $ 6 $ 269 $ 38 |
General (Details)
General (Details) | 5 Months Ended | 8 Months Ended | 11 Months Ended |
May. 19, 2011 | Aug. 19, 2009 | Nov. 22, 2011 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Formation of PLC | May 19, 2011 | ||
Formation of LLP | Aug. 19, 2009 | ||
Initial Offering Period | November 22, 2011 |
Significant Accounting Polici51
Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||||
Investment Income, Dividend | $ 5 | $ 13 | |||
Cost method investments | 23 | 23 | $ 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 664 | 664 | 728 | ||
Amortization of Intangible Assets | 23 | $ 24 | 70 | $ 71 | |
Goodwill | 640 | 640 | 656 | ||
GM | |||||
Significant Accounting Policies [Line Items] | |||||
Accounts and Other Receivables | 334 | 334 | 301 | ||
VW | |||||
Significant Accounting Policies [Line Items] | |||||
Accounts and Other Receivables | $ 212 | $ 212 | 187 | ||
Customer Concentration Risk | Total Net Sales | GM & VW | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Total Net Sales | 23.00% | 25.00% | 22.00% | 25.00% | |
Customer Concentration Risk | Total Net Sales | GM | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Total Net Sales | 15.00% | 17.00% | 14.00% | 16.00% | |
Customer Concentration Risk | Total Net Sales | VW | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Total Net Sales | 8.00% | 8.00% | 8.00% | 9.00% | |
Other Long-Term Assets | |||||
Significant Accounting Policies [Line Items] | |||||
Cost method investments | $ 23 | $ 23 | $ 0 | ||
KDAC | Discontinued Operations | |||||
Significant Accounting Policies [Line Items] | |||||
Investment Income, Dividend | $ 10 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Productive material | $ 684 | $ 562 |
Work-in-process | 96 | 104 |
Finished goods | 407 | 347 |
Total | $ 1,187 | $ 1,013 |
Assets Current Assets (Details)
Assets Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value added tax receivable | $ 186 | $ 191 |
Deferred income taxes | 177 | 171 |
Prepaid insurance and other expenses | 97 | 59 |
Reimbursable engineering costs | 70 | 55 |
Notes receivable | 24 | 28 |
Income and other taxes receivable | 39 | 34 |
Deposits to vendors | 8 | 8 |
Derivative financial instruments (Note 14) | 5 | 0 |
Other | 23 | 21 |
Total | $ 629 | $ 567 |
Assets Non Current assets (Deta
Assets Non Current assets (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred income taxes | $ 237 | $ 232 |
Debt issuance costs (Note 8) | 34 | 42 |
Income and other taxes receivable | 79 | 67 |
Reimbursable engineering costs | 49 | 73 |
Value added tax receivable | 23 | 28 |
Cost method investments | 23 | 0 |
Acquisition deposit (Note 17) | 820 | 0 |
Other | 66 | 66 |
Total | $ 1,331 | $ 508 |
Liabilities Other Liabilities,
Liabilities Other Liabilities, Current (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Payroll-related obligations | $ 245 | $ 243 |
Employee benefits, including current pension obligations | 84 | 127 |
Income and other taxes payable | 207 | 259 |
Warranty obligations (Note 6) | 68 | 64 |
Restructuring (Note 7) | 55 | 80 |
Customer deposits | 28 | 34 |
Deferred income taxes | 8 | 8 |
Derivative financial instruments (Note 14) | 115 | 64 |
Accrued interest | 15 | 30 |
Other | 357 | 312 |
Total | $ 1,182 | $ 1,221 |
Liabilities Other Liabilities56
Liabilities Other Liabilities, Non Current (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Environmental (Note 10) | $ 4 | $ 4 |
Extended disability benefits | 11 | 11 |
Warranty obligations (Note 6) | 80 | 82 |
Restructuring (Note 7) | 10 | 17 |
Payroll-related obligations | 8 | 10 |
Accrued income taxes | 28 | 29 |
Deferred income taxes | 169 | 162 |
Derivative financial instruments (Note 14) | 38 | 40 |
Other | 46 | 35 |
Total | $ 394 | $ 390 |
Warranty Obligations (Details)
Warranty Obligations (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |
Accrual balance at beginning of period | $ 146 |
Provision for estimated warranties incurred during the period | 55 |
Provision for changes in estimate for pre-existing warranties | 0 |
Settlements made during the period (in cash or in kind) | (48) |
Foreign currency translation and other | (5) |
Accrual balance at end of period | $ 148 |
Restructuring Narrative (Detail
Restructuring Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 36 | $ 46 | $ 69 | $ 121 |
Restructuring, Cash Expenditures | 95 | 109 | ||
Discontinued Operations | Thermal Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 1 | 2 | 3 | |
Powertrain Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 19 | $ 9 | $ 33 | 48 |
Powertrain Systems | Europe, Middle East & Africa | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 32 |
Restructuring Restructuring Cos
Restructuring Restructuring Costs by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 36 | $ 46 | $ 69 | $ 121 |
Electrical / Electronic Architecture | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 13 | 24 | 22 | 51 |
Powertrain Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 19 | 9 | 33 | 48 |
Electronics And Safety | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 4 | $ 13 | $ 14 | $ 22 |
Restructuring Restructuring Lia
Restructuring Restructuring Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 97 | |||
Restructuring Charges | $ 36 | $ 46 | 69 | $ 121 |
Payments made during the period | (95) | $ (109) | ||
Foreign currency and other | (6) | |||
Ending Balance | 65 | 65 | ||
Employee Termination Benefits Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 95 | |||
Restructuring Charges | 67 | |||
Payments made during the period | (93) | |||
Foreign currency and other | (6) | |||
Ending Balance | 63 | 63 | ||
Other Exit Costs Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 2 | |||
Restructuring Charges | 2 | |||
Payments made during the period | (2) | |||
Foreign currency and other | 0 | |||
Ending Balance | $ 2 | $ 2 |
Debt Debt Outstanding (Details)
Debt Debt Outstanding (Details) - USD ($) $ in Millions | Mar. 10, 2015 | Mar. 03, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 14, 2013 | May. 17, 2011 |
Debt Instrument [Line Items] | ||||||
Capital leases and other | $ 138 | $ 53 | ||||
Total debt | 3,122 | 2,451 | ||||
Less: current portion | (424) | (34) | ||||
Long-term debt | 2,698 | 2,417 | ||||
Notes Payable, Other Payables | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized Discount | $ 5 | 2 | ||||
Notes Payable, Other Payables | Senior Notes, 5.875% Due 2019 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |||||
Debt Instrument, Maturity Date | May 15, 2019 | |||||
Notes Payable, Other Payables | Senior Notes, 6.125% Due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 0 | 500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.125% | 6.125% | ||||
Debt Instrument, Maturity Date | May 15, 2021 | |||||
Notes Payable, Other Payables | Senior Notes, 5.000% Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 800 | 800 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||
Debt Instrument, Maturity Date | Feb. 15, 2023 | |||||
Notes Payable, Other Payables | Senior Notes, 4.150% Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 698 | 698 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.15% | 4.15% | ||||
Debt Instrument, Maturity Date | Mar. 15, 2024 | Mar. 15, 2024 | ||||
Notes Payable, Other Payables | Euro-Denominated Senior Notes, 1.500% Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 784 | 0 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||
Debt Instrument, Maturity Date | Mar. 10, 2025 | Mar. 10, 2025 | ||||
Loans Payable | Tranche A, Due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Tranche A Term Loan, due 2018 | $ 400 | 400 | ||||
Accounts Receivable Factoring | ||||||
Debt Instrument [Line Items] | ||||||
Accounts receivable factoring | 242 | 0 | ||||
Line of Credit | Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility | $ 60 | $ 0 |
Debt Credit Agreement (Details)
Debt Credit Agreement (Details) - USD ($) $ in Millions | May. 17, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2011 |
Line of Credit Facility [Line Items] | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (52) | $ (34) | |||||
Amended and Restated Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Payments of Debt Issuance Costs | $ 14 | ||||||||
Loss on extinguishment of debt | $ (1) | ||||||||
Unamortized Debt Issuance Costs | $ 15 | $ 15 | |||||||
Amended and Restated Credit Agreement | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Contingent change in Appplicable Rate | 0.00% | 0.00% | |||||||
Amended and Restated Credit Agreement | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Contingent change in Appplicable Rate | 2.25% | 2.25% | |||||||
Amended and Restated Credit Agreement | JPMorgan Chase Bank, N.A. | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Covenant Compliance, Maximum Ratio of Indebtedness to EBITDA | 275.00% | 275.00% | |||||||
Amended and Restated Credit Agreement | Secured Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letters of Credit Issued | $ 8 | $ 8 | |||||||
Tranche A, Due 2018 | Loans Payable | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings | 400 | $ 400 | $ 400 | ||||||
Tranche A, Due 2018 | JPMorgan Chase Bank, N.A. | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Increase, Additional Borrowings | $ 574 | ||||||||
Tranche A, Due 2018 | JPMorgan Chase Bank, N.A. | Loans Payable | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread of variable rate | 1.00% | 1.00% | |||||||
Borrowings | $ 400 | $ 400 | |||||||
Rates effective | 1.25% | 1.25% | |||||||
Tranche A, Due 2018 | JPMorgan Chase Bank, N.A. | Loans Payable | Administrative Agents Alternate Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread of variable rate | 0.00% | 0.00% | |||||||
Tranche A, Due 2018 | Loans Payable | JPMorgan Chase Bank, N.A. | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit Agreement on Senior Secured Facilities | $ 575 | ||||||||
Revolver | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings | $ 60 | $ 60 | $ 0 | ||||||
Revolver | JPMorgan Chase Bank, N.A. | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Increase, Additional Borrowings | $ 2,400 | $ 1,300 | |||||||
Revolver | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit Agreement on Senior Secured Facilities | 1,500 | $ 1,500 | |||||||
Revolver | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread of variable rate | 1.00% | 1.00% | |||||||
Revolver | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Administrative Agents Alternate Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread of variable rate | 0.00% | 0.00% | |||||||
Revolver | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | Administrative Agents Alternate Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings | $ 60 | $ 60 | |||||||
Rates effective | 3.25% | 3.25% | |||||||
Credit Agreement | Secured Debt | JPMorgan Chase Bank, N.A. | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit Agreement on Senior Secured Facilities | $ 3,000 |
Debt Senior Notes (Details)
Debt Senior Notes (Details) € in Millions | Mar. 10, 2015USD ($) | Mar. 03, 2014USD ($) | Feb. 14, 2013USD ($) | May. 17, 2011USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Mar. 10, 2015EUR (€) |
Debt Instrument [Line Items] | |||||||||
Debt Issuance Costs | $ 23,000,000 | ||||||||
Senior Notes Net Proceeds | 1,000,000,000 | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (52,000,000) | $ (34,000,000) | |||||
Notes Payable, Other Payables | Senior Notes, 5.875% Due 2019 | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes issued | $ 500,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||||||||
Debt Instrument, Maturity Date | May 15, 2019 | ||||||||
Loss on extinguishment of debt | $ (33,000,000) | ||||||||
Notes Payable, Other Payables | Senior Notes, 6.125% Due 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.125% | 6.125% | 6.125% | ||||||
Debt Instrument, Maturity Date | May 15, 2021 | ||||||||
Loss on extinguishment of debt | $ (52,000,000) | ||||||||
Notes Payable, Other Payables | Senior Notes, 5.000% Due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes issued | $ 800,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Maturity Date | Feb. 15, 2023 | ||||||||
Debt Issuance Costs | $ 12,000,000 | ||||||||
Notes Payable, Other Payables | Senior Notes, 4.150% Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes issued | $ 700,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.15% | 4.15% | 4.15% | ||||||
Debt Instrument, Maturity Date | Mar. 15, 2024 | Mar. 15, 2024 | |||||||
Debt Issuance Costs | $ 6,000,000 | ||||||||
Debt Instrument, Price | 99.649% | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.193% | ||||||||
Notes Payable, Other Payables | Euro-Denominated Senior Notes, 1.500% Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | ||||||
Debt Instrument, Maturity Date | Mar. 10, 2025 | Mar. 10, 2025 | |||||||
Debt Issuance Costs | $ 5,000,000 | ||||||||
Debt Instrument, Price | 99.54% | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.55% | ||||||||
Designated as Hedging Instrument | Net Investment Hedging | Notes Payable, Other Payables | Euro-Denominated Senior Notes, 1.500% Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes issued | € | € 700 |
Debt Other Financing (Details)
Debt Other Financing (Details) € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Schedule of Debt [Line Items] | ||||||
Receivables Factored Qualifying As Sales | $ 21 | $ 75 | ||||
Capital leases and other | $ 138 | $ 53 | ||||
Interest Paid | 96 | $ 99 | ||||
Accounts Receivable Factoring | ||||||
Schedule of Debt [Line Items] | ||||||
Accounts receivable factoring borrowings | 242 | $ 0 | ||||
Interest Expense | ||||||
Schedule of Debt [Line Items] | ||||||
Expenses Incurred in Conjunction with Off Balance Sheet Factoring | $ 1 | $ 1 | ||||
EMEA | ||||||
Schedule of Debt [Line Items] | ||||||
Maximum Funding From European Factoring Program | € | € 400 | |||||
HellermannTyton Group PLC | EMEA | ||||||
Schedule of Debt [Line Items] | ||||||
Capital leases and other | $ 80 |
Pension Benefits Narrative (Det
Pension Benefits Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Defined Benefit Pension Plan, Postemployment Benefit Period | 5 years | |
Other Postretirement Benefits Payable | $ 3 | $ 3 |
Pension Benefits Net Periodic B
Pension Benefits Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Non-U.S. Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 15 | $ 14 | $ 44 | $ 44 | |
Interest cost | 19 | 23 | 58 | 73 | |
Expected return on plan assets | (19) | (19) | (57) | (59) | |
Settlement loss | 13 | [1] | 0 | 16 | 0 |
Curtailment loss | 0 | 4 | 0 | 4 | |
Amortization of actuarial losses | 4 | 2 | 13 | 6 | |
Net periodic benefit cost | 32 | 24 | 74 | 68 | |
U.S. Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 0 | 0 | 0 | |
Interest cost | 0 | 1 | 1 | 2 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Settlement loss | 0 | 0 | 0 | 0 | |
Curtailment loss | 0 | 0 | 0 | 0 | |
Amortization of actuarial losses | 1 | 0 | 1 | 0 | |
Net periodic benefit cost | $ 1 | $ 1 | $ 2 | $ 2 | |
[1] | Primarily relates to amounts recognized related to the divestiture of the Company's Reception Systems business, as further described in Note 17. Acquisitions and Divestitures. |
Commitments And Contingencies G
Commitments And Contingencies GM Ignition Switch Recall (Details) $ in Millions | Sep. 30, 2015USD ($) |
Pending Litigation | GM Ignition Switch Recall | |
Loss Contingencies [Line Items] | |
Loss Contingency Accrual | $ 0 |
Commitments And Contingencies U
Commitments And Contingencies Unsecured Creditors Litigation (Details) - Pending Litigation - Unsecured Creditors Litigation | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value Per Unit in Excess of Benchmark | $ 32.50 |
Loss Contingency, Damages Sought, Unit in Excess of Benchmark | 67.50 |
Loss Contingency, Range of Possible Loss, Maximum | 300,000,000 |
Loss Contingency Accrual | 0 |
Litigation, Damages Benchmark, Fourth LLP Agreement | |
Loss Contingencies [Line Items] | |
Cumulative Distribution Threshold | $ 7,200,000,000 |
Commitments And Contingencies B
Commitments And Contingencies Brazil Matters (Details) - Brazil $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |
Brazil Loss Contingency, Claims asserted against Delphi | $ 130 |
Brazil Loss Contingency Accrual, at Carrying Value | $ 23 |
Commitments And Contingencies E
Commitments And Contingencies Environmental Matters (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Environmental Exit Cost [Line Items] | ||
Accrual for Environmental Loss Contingencies | $ 5 | $ 5 |
Accrued Environmental Loss Contingencies, Noncurrent | 4 | 4 |
Accrued Liabilities | ||
Environmental Exit Cost [Line Items] | ||
Accrued Environmental Loss Contingencies, Current | 1 | 1 |
Other Long-Term Liabilities | ||
Environmental Exit Cost [Line Items] | ||
Accrued Environmental Loss Contingencies, Noncurrent | 4 | 4 |
Discontinued Operations | Liabilities Held for Sale | ||
Environmental Exit Cost [Line Items] | ||
Accrual for Environmental Loss Contingencies | $ 7 | $ 16 |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense & Effective Tax Rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 61 | $ 56 | $ 202 | $ 181 |
Effective tax rate | 15.00% | 15.00% | 16.00% | 15.00% |
Cash Taxes Paid (including discontinued operations) | $ 281 | $ 237 |
Income Taxes Income Tax Unusual
Income Taxes Income Tax Unusual or Infrequent Items (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Income Tax Disclosure [Abstract] | ||||||||
Tax credits (1) | $ (5) | [1] | $ 0 | $ (5) | [1] | $ (2) | [1] | |
Withholding Taxes | (1) | 0 | (2) | (1) | ||||
Other Change in Tax Reserves (2) | (1) | 0 | 3 | [2] | (6) | [2] | ||
Other Adjustments (3) | [3] | 3 | (7) | 4 | (12) | |||
Income Tax Expense (Benefit) associated with unusual or infrequent items | $ (4) | $ (7) | $ 0 | $ (21) | ||||
[1] | For the three and nine months ended September 30, 2015 and nine months ended September 30, 2014, the tax benefit primarily relates to provision to return adjustments. | |||||||
[2] | For the nine months ended September 30, 2015 and September 30, 2014, the tax expense and benefit, respectively, primarily relate to adjustments in tax reserves which were individually insignificant. | |||||||
[3] | For the three and nine months ended September 30, 2015 and September 30, 2014, the tax expense and benefit, respectively, primarily relate to provision to return adjustments and other items which were individually insignificant. |
Income Taxes Tax Return Filing
Income Taxes Tax Return Filing Determinations and Elections (Details) - USD ($) $ in Millions | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Aug. 19, 2009 | Sep. 30, 2015 | Sep. 30, 2014 | Oct. 06, 2009 | |
Loss Contingencies [Line Items] | ||||||
Income Tax Contingency, Federal Statutory Rate for Foreign Shareholders | 30.00% | |||||
Effective tax rate | 15.00% | 15.00% | 16.00% | 15.00% | ||
Acquisition Date | Oct. 6, 2009 | |||||
Formation of LLP | Aug. 19, 2009 | |||||
Internal Revenue Service (IRS) | IRS NOPA | ||||||
Loss Contingencies [Line Items] | ||||||
Adjustment Recorded | $ 0 | |||||
Minimum | IRS NOPA | ||||||
Loss Contingencies [Line Items] | ||||||
Income Tax Contingency, Increased Annual Effective Tax Rate | 20.00% | |||||
Maximum | IRS NOPA | ||||||
Loss Contingencies [Line Items] | ||||||
Income Tax Contingency, Increased Annual Effective Tax Rate | 22.00% |
Shareholders' Equity And Net 74
Shareholders' Equity And Net Income Per Share Weighted Average Shares Outstanding and Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Income from continuing operations | $ 351 | $ 299 | $ 989 | $ 969 |
Income from discontinued operations | 53 | 6 | 269 | 38 |
Net income attributable to Delphi | $ 404 | $ 305 | $ 1,258 | $ 1,007 |
Denominator: | ||||
Weighted average number of basic shares outstanding | 282,970,000 | 298,590,000 | 287,180,000 | 302,350,000 |
Dilutive shares related to RSU's | 1,430,000 | 1,550,000 | 1,150,000 | 1,210,000 |
Weighted average ordinary shares outstanding, including dilutive shares | 284,400,000 | 300,140,000 | 288,330,000 | 303,560,000 |
Basic net income per share: | ||||
Income from Continuing Operations, per basic share | $ 1.24 | $ 1 | $ 3.44 | $ 3.20 |
Income from Discontinued Operations, per basic share | 0.19 | 0.02 | 0.94 | 0.13 |
Basic net income per share attributable to Delphi | 1.43 | 1.02 | 4.38 | 3.33 |
Diluted net income per share: | ||||
Income from Continuing Operations, per diluted share | 1.23 | 1 | 3.43 | 3.19 |
Income from Discontinued Operations, per diluted share | 0.19 | 0.02 | 0.93 | 0.13 |
Diluted net income per share attributable to Delphi | $ 1.42 | $ 1.02 | $ 4.36 | $ 3.32 |
Antidilutive securities share impact | 0 | 0 | 0 | 0 |
Shareholders' Equity And Net 75
Shareholders' Equity And Net Income Per Share Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Oct. 29, 2015 | |
Share Repurchase Program [Line Items] | ||||||
Stock Repurchased During Period, in shares | 5,292,240 | 4,360,097 | 12,174,805 | 10,004,486 | ||
Stock Repurchased, Average Price per Share | $ 76.83 | $ 68 | $ 78.79 | $ 67.37 | ||
Stock Repurchased During Period, Value | $ 406 | $ 297 | $ 959 | $ 674 | ||
Share Repurchase Program January 2014 | ||||||
Share Repurchase Program [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | 1,000 | 1,000 | ||||
Share Repurchase Program January 2015 | ||||||
Share Repurchase Program [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | 1,500 | 1,500 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 707 | $ 707 | ||||
Share Repurchase Program January 2015 | Subsequent Event | ||||||
Share Repurchase Program [Line Items] | ||||||
Stock Repurchased During Period, Value | $ 50 | |||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 657 |
Shareholders' Equity And Net 76
Shareholders' Equity And Net Income Per Share Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shareholders' Equity and Net Income Per Share Note [Abstract] | |||||||||||
Cash dividends per share | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.75 | $ 1 | $ 0.68 |
Payments of Cash Dividends | $ 71 | $ 72 | $ 73 | $ 73 | $ 75 | $ 76 | $ 77 | $ 216 | $ 301 |
Shareholders' Equity And Net 77
Shareholders' Equity And Net Income Per Share Other (Details) - USD ($) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2015 | Nov. 22, 2011 | |
Shareholders' Equity and Net Income Per Share [Line Items] | ||
Initial Offering Period | November 22, 2011 | |
Unsecured Creditors Litigation | Pending Litigation | ||
Shareholders' Equity and Net Income Per Share [Line Items] | ||
Loss Contingency, Damages Sought, Value Per Unit in Excess of Benchmark | $ 32.50 | |
Loss Contingency, Damages Sought, Unit in Excess of Benchmark | 67.50 | |
Loss Contingency, Range of Possible Loss, Maximum | 300,000,000 | |
Loss Contingency Accrual | 0 | |
Unsecured Creditors Litigation | Litigation, Damages Benchmark, Fourth LLP Agreement | Pending Litigation | ||
Shareholders' Equity and Net Income Per Share [Line Items] | ||
Cumulative Distribution Threshold | $ 7,200,000,000 |
Changes in Accumulated Other 78
Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of period | $ (741) | |||
Accumulated other comprehensive income (loss), end of period | $ (1,015) | $ (406) | (1,015) | $ (406) |
Foreign currency translation adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of period | (505) | (8) | (333) | (17) |
Aggregate adjustment for the period | (109) | (176) | (281) | (167) |
Accumulated other comprehensive income (loss), end of period | (614) | (184) | (614) | (184) |
Unrealized gains (losses) on derivatives | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of period | (84) | 9 | (78) | 2 |
Other comprehensive income before reclassifications (net of tax effect) | (55) | (30) | (105) | (27) |
Reclassification to income (net of tax effect) | 22 | 7 | 66 | 11 |
Accumulated other comprehensive income (loss), end of period | (117) | (14) | (117) | (14) |
Net tax effect of Other comprehensive income before reclassifications | 16 | 8 | 30 | 5 |
Net tax effect of Reclassification Adjustment from AOCI on Derivatives | 7 | 3 | 20 | 5 |
Pension and postretirement plans | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of period | (308) | (220) | (330) | (222) |
Other comprehensive income before reclassifications (net of tax effect) | 7 | 10 | 18 | 8 |
Reclassification to income (net of tax effect) | 17 | 2 | 28 | 6 |
Accumulated other comprehensive income (loss), end of period | (284) | (208) | (284) | (208) |
Net tax effect of Other comprehensive income before reclassifications | 1 | 4 | 2 | 3 |
Net tax effect of Reclassification Adjustment from AOCI, Pension and Other Postretirement Plans | $ 1 | $ 0 | $ 2 | $ 0 |
Changes in Accumulated Other 79
Changes in Accumulated Other Comprehensive Income AOCI Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Cost of sales | $ (2,862) | $ (3,041) | $ (8,994) | $ (9,467) | |
Other income | (2) | 3 | (7) | 5 | |
Income tax expense | (61) | (56) | (202) | (181) | |
Net income | 418 | 325 | 1,314 | 1,072 | |
Net income attributable to noncontrolling interest | (14) | (20) | (56) | (65) | |
Net income attributable to Delphi | 404 | 305 | 1,258 | 1,007 | |
Amount Reclassified from Accumulated Other Comprehensive Income | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Net income attributable to Delphi | (39) | (9) | (94) | (17) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Income before income taxes | (29) | (4) | (86) | (6) | |
Income tax expense | 7 | (3) | 20 | (5) | |
Net income | (22) | (7) | (66) | (11) | |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Net income attributable to Delphi | (22) | (7) | (66) | (11) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | Commodity derivatives | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Cost of sales | (11) | (3) | (32) | (13) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | Foreign currency derivatives | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Cost of sales | (18) | 1 | (54) | 7 | |
Other income | 0 | (2) | 0 | 0 | |
Amount Reclassified from Accumulated Other Comprehensive Income | Pension and postretirement plans | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Actuarial gains/(losses) | [1] | (5) | (2) | (14) | (6) |
Settlement loss | [1] | (13) | (16) | ||
Income before income taxes | (18) | (2) | (30) | (6) | |
Income tax expense | 1 | 0 | 2 | 0 | |
Net income | (17) | (2) | (28) | (6) | |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Net income attributable to Delphi | $ (17) | $ (2) | $ (28) | $ (6) | |
[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). |
Derivatives And Hedging Activ80
Derivatives And Hedging Activities Narrative (Details) € in Millions, £ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015GBP (£) | Mar. 10, 2015EUR (€) | |
Derivative [Line Items] | ||||||||
Net derivative gains (losses) included in accumulated other comprehensive income, before tax | $ (156) | $ (156) | ||||||
Net derivative gains (losses) included in accumulated other comprehensive income, after tax | (117) | (117) | ||||||
Gain (Loss) on Net Investment Hedge, Net of Tax | (6) | (27) | ||||||
Amount of Ineffectiveness on Net Investment Hedges | 0 | |||||||
Net investment hedge gains (losses) included in accumulated other comprehensive income | (27) | (27) | ||||||
Scenario, Forecast | Cost of Sales | ||||||||
Derivative [Line Items] | ||||||||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | $ (40) | $ (116) | ||||||
Designated as Hedging Instrument | ||||||||
Derivative [Line Items] | ||||||||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (29) | $ (4) | (79) | $ (6) | ||||
Not Designated as Hedging Instrument | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Loss Recognized in Income | 11 | 19 | ||||||
Net Investment Hedging | Euro-Denominated Senior Notes, 1.500% Due 2025 | Designated as Hedging Instrument | Notes Payable, Other Payables | ||||||||
Derivative [Line Items] | ||||||||
Debt Instrument designated as net investment hedge | € | € 700 | |||||||
Foreign currency derivatives | Designated as Hedging Instrument | ||||||||
Derivative [Line Items] | ||||||||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (18) | $ (1) | (50) | |||||
Foreign currency derivatives | Not Designated as Hedging Instrument | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Loss Recognized in Income | 11 | $ 16 | ||||||
HellermannTyton Group PLC | United Kingdom, Pounds | Foreign currency derivatives | Options Held | Not Designated as Hedging Instrument | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative | £ | £ 917 | |||||||
Cost of derivatives | 15 | |||||||
HellermannTyton Group PLC | United Kingdom, Pounds | Foreign currency derivatives | Options Held | Not Designated as Hedging Instrument | Other income (expense), net | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Loss Recognized in Income | $ 11 |
Derivatives And Hedging Activ81
Derivatives And Hedging Activities Notional Amounts of Derivative Instruments (Details) lb in Thousands, ¥ in Millions, TRY in Millions, PLN in Millions, MXN in Millions, HUF in Millions, BRL in Millions, $ in Millions | Sep. 30, 2015USD ($)lb | Sep. 30, 2015MXNlb | Sep. 30, 2015CNY (¥)lb | Sep. 30, 2015TRYlb | Sep. 30, 2015BRLlb | Sep. 30, 2015HUFlb | Sep. 30, 2015PLNlb |
Derivative [Line Items] | |||||||
Additional Foreign Currency and Commodity Forward Contracts, Individually Less Than | $ 10 | ||||||
Copper | Forward Contracts | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative, nonmonetary (in lbs) | lb | 88,904 | 88,904 | 88,904 | 88,904 | 88,904 | 88,904 | 88,904 |
Notional amount of derivative | $ 210 | ||||||
Foreign currency derivatives | Forward Contracts | Mexican Peso | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative | 575 | MXN 9,849 | |||||
Foreign currency derivatives | Forward Contracts | Chinese Yuan Renminbi | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative | 70 | ¥ 435 | |||||
Foreign currency derivatives | Forward Contracts | New Turkish Lira | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative | 70 | TRY 212 | |||||
Foreign currency derivatives | Forward Contracts | Polish Zloty | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative | 80 | PLN 304 | |||||
Foreign currency derivatives | Forward Contracts | Hungarian Forint | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative | 45 | HUF 13,093 | |||||
Foreign currency derivatives | Forward Contracts | Brazilian Real | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative | $ 10 | BRL 41 |
Derivatives And Hedging Activ82
Derivatives And Hedging Activities Fair Value of Derivative Instruments (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | $ 6,000,000 | $ 5,000,000 | |
Gross amount of recognized liability derivatives | 154,000,000 | 109,000,000 | |
Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 8,000,000 | 1,000,000 | |
Gross amount of recognized liability derivatives | 8,000,000 | 1,000,000 | |
Commodity derivatives | Designated as Hedging Instrument | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 0 | 0 | |
Commodity derivatives | Designated as Hedging Instrument | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | 34,000,000 | 19,000,000 | |
Commodity derivatives | Designated as Hedging Instrument | Other Long-Term Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 0 | 0 | |
Commodity derivatives | Designated as Hedging Instrument | Other Long-Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | 12,000,000 | 8,000,000 | |
Commodity derivatives | Not Designated as Hedging Instrument | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 0 | ||
Commodity derivatives | Not Designated as Hedging Instrument | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | 2,000,000 | ||
Foreign currency derivatives | Designated as Hedging Instrument | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 1,000,000 | |
Gross amount of recognized liability derivatives | [1] | 0 | |
Net amount of derivative asset presented in the Balance Sheet | [1] | 1,000,000 | |
Foreign currency derivatives | Designated as Hedging Instrument | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 4,000,000 | 3,000,000 |
Gross amount of recognized liability derivatives | [1] | 82,000,000 | 48,000,000 |
Net amount of derivative liability presented in the Balance Sheet | [1] | (78,000,000) | (45,000,000) |
Foreign currency derivatives | Designated as Hedging Instrument | Other Long-Term Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 1,000,000 | |
Gross amount of recognized liability derivatives | [1] | 1,000,000 | |
Net amount of derivative asset presented in the Balance Sheet | [1] | 0 | |
Foreign currency derivatives | Designated as Hedging Instrument | Other Long-Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 0 | 2,000,000 |
Gross amount of recognized liability derivatives | [1] | 25,000,000 | 34,000,000 |
Net amount of derivative liability presented in the Balance Sheet | [1] | (25,000,000) | (32,000,000) |
Foreign currency derivatives | Not Designated as Hedging Instrument | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 4,000,000 | |
Gross amount of recognized liability derivatives | [1] | 0 | |
Net amount of derivative asset presented in the Balance Sheet | [1] | 4,000,000 | |
Foreign currency derivatives | Not Designated as Hedging Instrument | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 3,000,000 | 1,000,000 |
Gross amount of recognized liability derivatives | [1] | 4,000,000 | 1,000,000 |
Net amount of derivative liability presented in the Balance Sheet | [1] | (1,000,000) | $ 0 |
Foreign currency derivatives | Not Designated as Hedging Instrument | Other Long-Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 1,000,000 | |
Gross amount of recognized liability derivatives | [1] | 2,000,000 | |
Net amount of derivative liability presented in the Balance Sheet | [1] | $ (1,000,000) | |
[1] | Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts. |
Derivatives And Hedging Activ83
Derivatives And Hedging Activities Effect of Derivative Instruments in Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Scenario, Forecast | Cost of Sales | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | $ (40) | $ (116) | |||||
Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (71) | $ (38) | $ (135) | $ (32) | |||
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | 0 | 0 | |||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (29) | (4) | (79) | (6) | |||
Designated as Hedging Instrument | Commodity derivatives | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (28) | (13) | (53) | (19) | |||
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | 0 | 0 | |||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (11) | (3) | (29) | (13) | |||
Designated as Hedging Instrument | Foreign currency derivatives | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (43) | (25) | (82) | (13) | |||
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | 0 | 0 | |||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (18) | (1) | (50) | ||||
Gain Reclassified from Accumulated OCI into Income, Effective Portion | 7 | ||||||
Not Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Loss Recognized in Income | (11) | (19) | |||||
Derivative, Gain Recognized in Income | 22 | 22 | |||||
Not Designated as Hedging Instrument | Commodity derivatives | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Loss Recognized in Income | 0 | (3) | |||||
Derivative, Gain Recognized in Income | 0 | 0 | |||||
Not Designated as Hedging Instrument | Foreign currency derivatives | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Loss Recognized in Income | $ (11) | $ (16) | |||||
Derivative, Gain Recognized in Income | [1] | $ 22 | $ 22 | ||||
[1] | Primarily relates to amounts recognized in other income, which offset the losses recognized due to the remeasurement of intercompany loans. |
Fair Value Of Financial Instr84
Fair Value Of Financial Instruments Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, Fair Value, Net | $ (148) | $ (148) | $ (104) | |||
Total debt, recorded amount | 3,122 | 3,122 | 2,451 | |||
Asset Impairment Charges | $ 4 | 6 | $ 7 | |||
Impairment loss on KDAC interest | $ 88 | |||||
Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | 7 | |||||
Cost of Sales | Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | 0 | 3 | 6 | 5 | ||
Selling, General and Administrative Expenses [Member] | Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | $ 1 | $ 2 | ||||
Fair Value, Inputs, Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total debt, fair value | 3,084 | 3,084 | $ 2,567 | |||
KDAC | Estimated Fair Value | Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of KDAC interest | $ 32 | |||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | KDAC | Thermal Systems | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Gain (loss) on divestiture of discontinued operations, net of tax | $ 47 | $ (41) |
Fair Value Of Financial Instr85
Fair Value Of Financial Instruments Fair Value of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 5 | $ 0 |
Contingent consideration | 18 | 11 |
Total liabilities | 171 | 115 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 5 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 153 | 104 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | 18 | 11 |
Total liabilities | 18 | 11 |
Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 48 | 27 |
Commodity derivatives | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Commodity derivatives | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 48 | 27 |
Commodity derivatives | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Foreign currency derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 5 | 0 |
Derivative liabilities | 105 | 77 |
Foreign currency derivatives | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Foreign currency derivatives | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 5 | 0 |
Derivative liabilities | 105 | 77 |
Foreign currency derivatives | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | $ 0 | $ 0 |
Fair Value Of Financial Instr86
Fair Value Of Financial Instruments Unobservable Inputs Reconciliation (Details) - Contingent Consideration Liability $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning of period | $ 11 |
Additions | 5 |
Payments | 0 |
Interest accretion | 2 |
End of period | $ 18 |
Other Income, Net Table (Detail
Other Income, Net Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 2 | $ 2 | $ 4 | $ 6 |
Loss on extinguishment of debt | 0 | 0 | (52) | (34) |
Costs associated with acquisitions | (11) | 0 | (12) | 0 |
Gain on insurance recovery | 0 | 0 | 0 | 14 |
Other, net | (2) | 3 | (7) | 5 |
Other income (expense), net | $ (11) | $ 5 | $ (67) | $ (9) |
Other Income, Net Narrative (De
Other Income, Net Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 17, 2011 | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (52) | $ (34) | |
Gain on insurance recovery | $ 0 | $ 0 | $ 0 | $ 14 | |
Notes Payable, Other Payables | Senior Notes, 6.125% Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.125% | 6.125% | 6.125% | ||
Loss on extinguishment of debt | $ (52) | ||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||||
Debt Instrument [Line Items] | |||||
Transition Services Agreement Fees | $ 4 | ||||
Other income (expense), net | Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||||
Debt Instrument [Line Items] | |||||
Transition Services Agreement Fees | 4 | ||||
Not Designated as Hedging Instrument | |||||
Debt Instrument [Line Items] | |||||
Derivative, Loss Recognized in Income | 11 | 19 | |||
Foreign currency derivatives | Not Designated as Hedging Instrument | |||||
Debt Instrument [Line Items] | |||||
Derivative, Loss Recognized in Income | $ 11 | $ 16 |
Acquisitions And Divestitures S
Acquisitions And Divestitures Sale of Reception Systems (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from Divestiture of Businesses | $ 18 | $ 0 | |||
Net sales | $ 3,631 | $ 3,762 | 11,286 | $ 11,721 | |
Gain (loss) on business divestitures | 39 | 25 | |||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Reception Systems | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from Divestiture of Businesses | 25 | ||||
Buyer-assumed pension liabilities | 39 | $ 39 | |||
Net sales | $ 55 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Reception Systems | Cost of Sales | Electronics And Safety | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on business divestitures | $ 39 |
Acquisitions And Divestitures E
Acquisitions And Divestitures Exit of Argentina Electrical Wiring Business (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on business divestitures | $ 39 | $ 25 | ||
Cash payment to buyer for exit of Argentina Electrical Wiring business | $ 7 | $ 0 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Argentina Electrical Wiring business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash payment to buyer for exit of Argentina Electrical Wiring business | $ 7 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Electrical / Electronic Architecture | Argentina Electrical Wiring business | Cost of Sales | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on business divestitures | $ (14) |
Acquisitions And Divestitures A
Acquisitions And Divestitures Acquisition of Ottomatika Inc. (Details) - USD ($) $ in Millions | Jul. 23, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 640 | $ 656 | |
Ottomatika, Inc. | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Equity Interests Acquired | 100.00% | ||
Consideration transferred | $ 32 | ||
Purchase price, cash consideration | 16 | ||
Purchase price, deferred consideration | $ 11 | ||
Deferred Consideration Period | 3 years | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 5 | ||
Contingent Consideration Period | 3 years | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||
Contingent Consideration Liability at closing | $ 5 | ||
Fair value of previously held investment | 4 | ||
Total purchase price | 36 | ||
Indefinite-lived intangible assets | 24 | ||
Definite-lived intangible assets | 1 | ||
Other assets purchased and liabilities assumed, net | (8) | ||
Identifiable net assets acquired | 17 | ||
Goodwill | 19 | ||
Total purchase price allocation | $ 36 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||
Other income (expense), net | Ottomatika, Inc. | |||
Business Acquisition [Line Items] | |||
Gain on previously held investment | $ 2 |
Acquisitions And Divestitures92
Acquisitions And Divestitures Acquisition of Antaya Technologies Corporation (Details) - USD ($) $ in Millions | Oct. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 640 | $ 656 | |
Antaya Technologies Corp. | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Equity Interests Acquired | 100.00% | ||
Purchase price, cash consideration | $ 140 | ||
Contingent Consideration Liability at closing | 11 | ||
Total purchase price | 151 | ||
Definite-lived intangible assets | 75 | ||
Other assets purchased and liabilities assumed, net | (17) | ||
Identifiable net assets acquired | 58 | ||
Goodwill | 93 | ||
Total purchase price allocation | $ 151 | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 40 | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||
Contingent Consideration Period | 3 years | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years |
Acquisitions And Divestitures93
Acquisitions And Divestitures Acquisition of Unwired Holdings, Inc. (Details) - USD ($) $ in Millions | Oct. 01, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 640 | $ 656 | |
Unwired Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Equity Interests Acquired | 100.00% | ||
Purchase price, cash consideration | $ 191 | ||
Acquired cash, excess net working capital and certain tax benefits from acquisition | 19 | ||
Total purchase price | 210 | ||
Definite-lived intangible assets | 63 | ||
Other assets purchased and liabilities assumed, net | 17 | ||
Identifiable net assets acquired | 80 | ||
Goodwill | 130 | ||
Total purchase price allocation | $ 210 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Acquisitions And Divestitures94
Acquisitions And Divestitures Acquisition of Control-Tec (Details) - Subsequent Event - Control-Tec LLC $ in Millions | Oct. 22, 2015USD ($) |
Business Acquisition [Line Items] | |
Purchase price, cash consideration | $ 105 |
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 40 |
Contingent Consideration Period | 3 years |
Acquisitions And Divestitures O
Acquisitions And Divestitures Offer to Acquire HellermannTyton Group PLC (Details) $ in Millions | Jul. 30, 2015USD ($) | Jul. 30, 2015GBP (£) | Sep. 30, 2015USD ($) | Sep. 30, 2015GBP (£) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015GBP (£) | Jul. 27, 2015 | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||
Deposit for acquisition of HellermannTyton | $ 844 | $ 0 | |||||||
Other short-term borrowings | $ 138 | 138 | $ 53 | ||||||
Acquisition deposit | 820 | 820 | $ 0 | ||||||
Senior Bridge Credit Agreement | Barclays Bank | Line of Credit | |||||||||
Business Acquisition [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 550,000,000 | ||||||||
HellermannTyton Group PLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Offer price for announced acquisition, per acquiree share | £ | £ 4.80 | ||||||||
Total purchase price | $ 1,660 | £ 1,070,000,000 | |||||||
GBP:USD exchange rate | 1.54 | ||||||||
Implied enterprise value of acquiree | $ 1,850 | ||||||||
Deposit for acquisition of HellermannTyton | 844 | £ 540,000,000 | |||||||
Acquisition deposit | 820 | 820 | |||||||
EMEA | HellermannTyton Group PLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Other short-term borrowings | $ 80 | $ 80 |
Acquisitions And Divestitures96
Acquisitions And Divestitures Other (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Tula Technology Inc. | Powertrain Systems | |
Business Acquisition [Line Items] | |
Payments to Acquire Interest in Cost Method Investment | $ 20 |
Quanergy | Electronics And Safety | |
Business Acquisition [Line Items] | |
Payments to Acquire Interest in Cost Method Investment | $ 3 |
Share-Based Compensation Long T
Share-Based Compensation Long Term Incentive Plan (Details) - PLC Long Term Incentive Plan - USD ($) $ in Millions | Apr. 23, 2015 | Apr. 22, 2015 | Apr. 03, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 15, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum Shares Available for Grant under PLC LTIP | 22,977,116 | ||||||||||
Share-based Compensation Expense | $ 18 | $ 21 | $ 53 | $ 54 | |||||||
Share-based Compensation Expense, Net of Tax | $ 14 | $ 16 | $ 41 | $ 41 | |||||||
Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Performance-Based Awards Payout % Range | 0.00% | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Performance-Based Awards Payout % Range | 200.00% | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 946,000 | ||||||||||
Grant Date Fair Value | $ 76 | $ 53 | $ 60 | ||||||||
Time-Based Awards % Granted For Officers | 25.00% | ||||||||||
Time-Based Awards % Granted For Executives | 50.00% | ||||||||||
Performance-Based Awards % Granted For Officers | 75.00% | ||||||||||
Performance-Based Awards % Granted For Executives | 50.00% | ||||||||||
Board of Directors | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 20,347 | 24,144 | |||||||||
Grant Date Fair Value | $ 2 | $ 2 | |||||||||
RSU's Issued in Period, Gross | 24,482 | ||||||||||
Fair Value of RSUs Vested in Period | $ 2 | ||||||||||
RSU's, Used to Pay Witholding Taxes | 2,673 | ||||||||||
Executives | 2012 Grant | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 1,880,000 | ||||||||||
Executives | 2013 Grant | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 1,450,000 | ||||||||||
Executives | 2014 Grant | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 780,000 | ||||||||||
Executives | 2015 Grant | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 900,000 | ||||||||||
Time-Based | Executives | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Issued in Period, Gross | 535,345 | 365,930 | |||||||||
Fair Value of RSUs Vested in Period | $ 42 | $ 23 | |||||||||
RSU's, Used to Pay Witholding Taxes | 199,211 | 131,913 | |||||||||
Performance-Based | Executives | 2012 Grant | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Issued in Period, Gross | 1,364,966 | ||||||||||
Fair Value of RSUs Vested in Period | $ 107 | ||||||||||
RSU's, Used to Pay Witholding Taxes | 545,192 |
Share-Based Compensation Weight
Share-Based Compensation Weighting for Components of Performance Based RSU Awards (Details) - PLC Long Term Incentive Plan | 9 Months Ended | |
Sep. 30, 2015 | ||
2013 - 2015 Grants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average Return on Net Assets (1) | 50.00% | [1] |
Cumulative Earnings Per Share (2) | 30.00% | [2] |
Relative Total Shareholder Return (3) | 20.00% | [3] |
2012 Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average Return on Net Assets (1) | 50.00% | [1] |
Cumulative Net Income | 30.00% | |
Relative Total Shareholder Return (3) | 20.00% | [3] |
[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 Delphi 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. |
Share-Based Compensation Summar
Share-Based Compensation Summary of Activity for LTIP RSU's (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Taxes withheld and paid on employees' restricted share awards | $ 58 | $ 8 | |||
PLC Long Term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
LTIP Nonvested, Weighted Average Grant Date Fair Value per share | $ 64.51 | $ 64.51 | $ 50.38 | ||
LTIP Grants in Period, Weighted Average Grant Date Fair Value per share | 84.55 | ||||
LTIP Vested in Period, Weighted Average Grant Date Fair Value per share | 39.95 | ||||
LTIP Shares, Forfeitures, Weighted Average Grant Date Fair Value per share | $ 63.23 | ||||
Share-based Compensation Expense | $ 18 | $ 21 | $ 53 | 54 | |
Share-based Compensation Expense, Net of Tax | 14 | $ 16 | 41 | 41 | |
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 105 | $ 105 | |||
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Taxes withheld and paid on employees' restricted share awards | $ 58 | $ 8 | |||
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
LTIP Shares, Nonvested, Number | 2,519 | 2,519 | 2,274 | ||
RSU's Granted | 946 | ||||
LTIP RSU's, Vested in Period | (527) | ||||
LTIP Shares, Forfeited in Period | (174) |
Supplemental Guarantor And N100
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net sales | $ 3,631 | $ 3,762 | $ 11,286 | $ 11,721 |
Cost of sales | 2,862 | 3,041 | 8,994 | 9,467 |
Selling, general and administrative | 249 | 259 | 765 | 768 |
Amortization | 23 | 24 | 70 | 71 |
Restructuring | 36 | 46 | 69 | 121 |
Total operating expenses | 3,170 | 3,370 | 9,898 | 10,427 |
Operating income | 461 | 392 | 1,388 | 1,294 |
Interest expense | (30) | (33) | (92) | (101) |
Other income (expense), net | (11) | 5 | (67) | (9) |
Income from continuing operations before income taxes and equity income | 420 | 364 | 1,229 | 1,184 |
Income tax expense | (61) | (56) | (202) | (181) |
Income from continuing operations before equity income | 359 | 308 | 1,027 | 1,003 |
Equity income, net of tax | 5 | 5 | 10 | 15 |
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Income from continuing operations | 364 | 313 | 1,037 | 1,018 |
Income from discontinued operations, net of tax | 54 | 12 | 277 | 54 |
Net income | 418 | 325 | 1,314 | 1,072 |
Net income attributable to noncontrolling interest | 14 | 20 | 56 | 65 |
Net income attributable to Delphi | 404 | 305 | 1,258 | 1,007 |
Reportable Legal Entities | Parent | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Selling, general and administrative | 38 | 31 | 64 | 66 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 |
Total operating expenses | 38 | 31 | 64 | 66 |
Operating income | (38) | (31) | (64) | (66) |
Interest expense | (29) | (6) | (75) | (15) |
Other income (expense), net | 0 | 0 | 0 | 0 |
Income from continuing operations before income taxes and equity income | (67) | (37) | (139) | (81) |
Income tax expense | 0 | 1 | 0 | 1 |
Income from continuing operations before equity income | (67) | (36) | (139) | (80) |
Equity income, net of tax | 0 | 0 | 0 | 0 |
Equity in net income (loss) of subsidiaries | 471 | 341 | 1,397 | 1,087 |
Income from continuing operations | 404 | 305 | 1,258 | 1,007 |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 404 | 305 | 1,258 | 1,007 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | 404 | 305 | 1,258 | 1,007 |
Reportable Legal Entities | Subsidiary Guarantors | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 |
Total operating expenses | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Interest expense | (8) | (9) | (23) | (25) |
Other income (expense), net | 23 | 17 | 58 | 51 |
Income from continuing operations before income taxes and equity income | 15 | 8 | 35 | 26 |
Income tax expense | 0 | 0 | 0 | 0 |
Income from continuing operations before equity income | 15 | 8 | 35 | 26 |
Equity income, net of tax | 0 | 0 | 0 | 0 |
Equity in net income (loss) of subsidiaries | 456 | 333 | 1,362 | 1,061 |
Income from continuing operations | 471 | 341 | 1,397 | 1,087 |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 471 | 341 | 1,397 | 1,087 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | 471 | 341 | 1,397 | 1,087 |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | (6) | 0 | (6) | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 |
Total operating expenses | (6) | 0 | (6) | 0 |
Operating income | 6 | 0 | 6 | 0 |
Interest expense | (45) | (45) | (128) | (137) |
Other income (expense), net | 10 | 17 | 3 | 14 |
Income from continuing operations before income taxes and equity income | (29) | (28) | (119) | (123) |
Income tax expense | 11 | 10 | 44 | 45 |
Income from continuing operations before equity income | (18) | (18) | (75) | (78) |
Equity income, net of tax | 0 | 0 | 0 | 0 |
Equity in net income (loss) of subsidiaries | 96 | 47 | 358 | 189 |
Income from continuing operations | 78 | 29 | 283 | 111 |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 78 | 29 | 283 | 111 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | 78 | 29 | 283 | 111 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Net sales | 3,631 | 3,762 | 11,286 | 11,721 |
Cost of sales | 2,868 | 3,041 | 9,000 | 9,467 |
Selling, general and administrative | 211 | 228 | 701 | 702 |
Amortization | 23 | 24 | 70 | 71 |
Restructuring | 36 | 46 | 69 | 121 |
Total operating expenses | 3,138 | 3,339 | 9,840 | 10,361 |
Operating income | 493 | 423 | 1,446 | 1,360 |
Interest expense | (19) | (17) | (70) | (53) |
Other income (expense), net | 27 | 15 | 76 | 55 |
Income from continuing operations before income taxes and equity income | 501 | 421 | 1,452 | 1,362 |
Income tax expense | (72) | (67) | (246) | (227) |
Income from continuing operations before equity income | 429 | 354 | 1,206 | 1,135 |
Equity income, net of tax | 5 | 5 | 10 | 15 |
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Income from continuing operations | 434 | 359 | 1,216 | 1,150 |
Income from discontinued operations, net of tax | 54 | 12 | 277 | 54 |
Net income | 488 | 371 | 1,493 | 1,204 |
Net income attributable to noncontrolling interest | 14 | 20 | 56 | 65 |
Net income attributable to Delphi | 474 | 351 | 1,437 | 1,139 |
Eliminations | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 |
Total operating expenses | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Interest expense | 71 | 44 | 204 | 129 |
Other income (expense), net | (71) | (44) | (204) | (129) |
Income from continuing operations before income taxes and equity income | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 |
Income from continuing operations before equity income | 0 | 0 | 0 | 0 |
Equity income, net of tax | 0 | 0 | 0 | 0 |
Equity in net income (loss) of subsidiaries | (1,023) | (721) | (3,117) | (2,337) |
Income from continuing operations | (1,023) | (721) | (3,117) | (2,337) |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | (1,023) | (721) | (3,117) | (2,337) |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | $ (1,023) | $ (721) | $ (3,117) | $ (2,337) |
Supplemental Guarantor And N101
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income | $ 418 | $ 325 | $ 1,314 | $ 1,072 |
Currency translation adjustments | (120) | (179) | (293) | (172) |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | (33) | (23) | (39) | (16) |
Employee benefit plans adjustment, net of tax | 24 | 12 | 46 | 14 |
Other comprehensive income (loss) | (129) | (190) | (286) | (174) |
Equity in other comprehensive income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Comprehensive income | 289 | 135 | 1,028 | 898 |
Comprehensive income attributable to noncontrolling interests | 3 | 17 | 44 | 60 |
Comprehensive income attributable to Delphi | 286 | 118 | 984 | 838 |
Reportable Legal Entities | Parent | ||||
Net income | 404 | 305 | 1,258 | 1,007 |
Currency translation adjustments | (5) | 0 | (27) | 0 |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | 0 | 0 | 0 | 0 |
Employee benefit plans adjustment, net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (5) | 0 | (27) | 0 |
Equity in other comprehensive income (loss) of subsidiaries | (113) | (187) | (247) | (169) |
Comprehensive income | 286 | 118 | 984 | 838 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | 286 | 118 | 984 | 838 |
Reportable Legal Entities | Subsidiary Guarantors | ||||
Net income | 471 | 341 | 1,397 | 1,087 |
Currency translation adjustments | 0 | 0 | 0 | 0 |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | 0 | 0 | 0 | 0 |
Employee benefit plans adjustment, net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Equity in other comprehensive income (loss) of subsidiaries | (185) | (223) | (413) | (249) |
Comprehensive income | 286 | 118 | 984 | 838 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | 286 | 118 | 984 | 838 |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | ||||
Net income | 78 | 29 | 283 | 111 |
Currency translation adjustments | 0 | 0 | 0 | 0 |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | 0 | 0 | 0 | 0 |
Employee benefit plans adjustment, net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Equity in other comprehensive income (loss) of subsidiaries | (23) | (10) | (26) | (1) |
Comprehensive income | 55 | 19 | 257 | 110 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | 55 | 19 | 257 | 110 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Net income | 488 | 371 | 1,493 | 1,204 |
Currency translation adjustments | (115) | (179) | (266) | (172) |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | (33) | (23) | (39) | (16) |
Employee benefit plans adjustment, net of tax | 24 | 12 | 46 | 14 |
Other comprehensive income (loss) | (124) | (190) | (259) | (174) |
Equity in other comprehensive income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Comprehensive income | 364 | 181 | 1,234 | 1,030 |
Comprehensive income attributable to noncontrolling interests | 3 | 17 | 44 | 60 |
Comprehensive income attributable to Delphi | 361 | 164 | 1,190 | 970 |
Eliminations | ||||
Net income | (1,023) | (721) | (3,117) | (2,337) |
Currency translation adjustments | 0 | 0 | 0 | 0 |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | 0 | 0 | 0 | 0 |
Employee benefit plans adjustment, net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Equity in other comprehensive income (loss) of subsidiaries | 321 | 420 | 686 | 419 |
Comprehensive income | (702) | (301) | (2,431) | (1,918) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | $ (702) | $ (301) | $ (2,431) | $ (1,918) |
Supplemental Guarantor And N102
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Cash and cash equivalents | $ 434 | $ 859 | $ 1,007 |
Restricted cash | 2 | 1 | |
Accounts receivable, net | 2,615 | 2,400 | |
Intercompany receivables, current | 0 | 0 | |
Inventories | 1,187 | 1,013 | |
Other current assets | 629 | 567 | |
Current assets held for sale | 187 | 384 | |
Total current assets | 5,054 | 5,224 | |
Intercompany receivables, long-term | 0 | 0 | |
Property, net | 3,010 | 3,021 | |
Investments in affiliates | 93 | 98 | |
Investments in subsidiaries | 0 | 0 | |
Intangible assets, net | 1,304 | 1,384 | |
Other long-term assets | 1,331 | 508 | |
Long-term assets held for sale | 0 | 511 | |
Total long-term assets | 5,738 | 5,522 | |
Total assets | 10,792 | 10,746 | |
Short-term debt | 424 | 34 | |
Accounts payable | 2,327 | 2,278 | |
Intercompany payables, current | 0 | 0 | |
Accrued liabilities | 1,182 | 1,221 | |
Current liabilities held for sale | 95 | 356 | |
Total current liabilities | 4,028 | 3,889 | |
Long-term debt | 2,698 | 2,417 | |
Intercompany payables, long-term | 0 | 0 | |
Pension benefit obligations | 898 | 1,002 | |
Other long-term liabilities | 394 | 390 | |
Long-term liabilities held for sale | 0 | 35 | |
Total long-term liabilities | 3,990 | 3,844 | |
Total liabilities | 8,018 | 7,733 | |
Total Delphi shareholders' equity | 2,316 | 2,510 | |
Noncontrolling interest | 458 | 503 | |
Total shareholders' equity | 2,774 | 3,013 | |
Total liabilities and shareholders' equity | 10,792 | 10,746 | |
Reportable Legal Entities | Parent | |||
Cash and cash equivalents | 29 | 9 | 19 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | 0 | 88 | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | 0 | |
Total current assets | 29 | 97 | |
Intercompany receivables, long-term | 0 | 0 | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | 7,128 | 5,215 | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 5 | 0 | |
Long-term assets held for sale | 0 | ||
Total long-term assets | 7,133 | 5,215 | |
Total assets | 7,162 | 5,312 | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 2 | |
Intercompany payables, current | 4,041 | 2,800 | |
Accrued liabilities | 21 | 0 | |
Current liabilities held for sale | 0 | 0 | |
Total current liabilities | 4,062 | 2,802 | |
Long-term debt | 784 | 0 | |
Intercompany payables, long-term | 0 | 0 | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Long-term liabilities held for sale | 0 | ||
Total long-term liabilities | 784 | 0 | |
Total liabilities | 4,846 | 2,802 | |
Total Delphi shareholders' equity | 2,316 | 2,510 | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | 2,316 | 2,510 | |
Total liabilities and shareholders' equity | 7,162 | 5,312 | |
Reportable Legal Entities | Subsidiary Guarantors | |||
Cash and cash equivalents | 1 | 1 | 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | 1,079 | 198 | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | 0 | |
Total current assets | 1,080 | 199 | |
Intercompany receivables, long-term | 813 | 775 | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | 7,088 | 6,071 | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 0 | 0 | |
Long-term assets held for sale | 0 | ||
Total long-term assets | 7,901 | 6,846 | |
Total assets | 8,981 | 7,045 | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany payables, current | 551 | 536 | |
Accrued liabilities | 0 | 0 | |
Current liabilities held for sale | 0 | 0 | |
Total current liabilities | 551 | 536 | |
Long-term debt | 0 | 0 | |
Intercompany payables, long-term | 1,302 | 1,294 | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Long-term liabilities held for sale | 0 | ||
Total long-term liabilities | 1,302 | 1,294 | |
Total liabilities | 1,853 | 1,830 | |
Total Delphi shareholders' equity | 7,128 | 5,215 | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | 7,128 | 5,215 | |
Total liabilities and shareholders' equity | 8,981 | 7,045 | |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | |||
Cash and cash equivalents | 0 | 0 | 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | 434 | 1,397 | |
Inventories | 0 | 0 | |
Other current assets | 5 | 0 | |
Current assets held for sale | 0 | 0 | |
Total current assets | 439 | 1,397 | |
Intercompany receivables, long-term | 992 | 947 | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | 3,059 | 1,644 | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 29 | 42 | |
Long-term assets held for sale | 0 | ||
Total long-term assets | 4,080 | 2,633 | |
Total assets | 4,519 | 4,030 | |
Short-term debt | 60 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany payables, current | 898 | 89 | |
Accrued liabilities | 11 | 29 | |
Current liabilities held for sale | 0 | 0 | |
Total current liabilities | 969 | 118 | |
Long-term debt | 1,898 | 2,398 | |
Intercompany payables, long-term | 1,040 | 1,001 | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 13 | 11 | |
Long-term liabilities held for sale | 0 | ||
Total long-term liabilities | 2,951 | 3,410 | |
Total liabilities | 3,920 | 3,528 | |
Total Delphi shareholders' equity | 599 | 502 | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | 599 | 502 | |
Total liabilities and shareholders' equity | 4,519 | 4,030 | |
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||
Cash and cash equivalents | 404 | 849 | 988 |
Restricted cash | 2 | 1 | |
Accounts receivable, net | 2,615 | 2,400 | |
Intercompany receivables, current | 4,232 | 2,046 | |
Inventories | 1,187 | 1,013 | |
Other current assets | 624 | 567 | |
Current assets held for sale | 187 | 384 | |
Total current assets | 9,251 | 7,260 | |
Intercompany receivables, long-term | 1,578 | 1,519 | |
Property, net | 3,010 | 3,021 | |
Investments in affiliates | 93 | 98 | |
Investments in subsidiaries | 0 | 0 | |
Intangible assets, net | 1,304 | 1,384 | |
Other long-term assets | 1,297 | 466 | |
Long-term assets held for sale | 511 | ||
Total long-term assets | 7,282 | 6,999 | |
Total assets | 16,533 | 14,259 | |
Short-term debt | 364 | 34 | |
Accounts payable | 2,327 | 2,276 | |
Intercompany payables, current | 251 | 303 | |
Accrued liabilities | 1,150 | 1,192 | |
Current liabilities held for sale | 95 | 356 | |
Total current liabilities | 4,187 | 4,161 | |
Long-term debt | 16 | 19 | |
Intercompany payables, long-term | 1,042 | 947 | |
Pension benefit obligations | 898 | 1,002 | |
Other long-term liabilities | 381 | 379 | |
Long-term liabilities held for sale | 35 | ||
Total long-term liabilities | 2,337 | 2,382 | |
Total liabilities | 6,524 | 6,543 | |
Total Delphi shareholders' equity | 9,551 | 7,213 | |
Noncontrolling interest | 458 | 503 | |
Total shareholders' equity | 10,009 | 7,716 | |
Total liabilities and shareholders' equity | 16,533 | 14,259 | |
Eliminations | |||
Cash and cash equivalents | 0 | 0 | $ 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | (5,745) | (3,729) | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | 0 | |
Total current assets | (5,745) | (3,729) | |
Intercompany receivables, long-term | (3,383) | (3,241) | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | (17,275) | (12,930) | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 0 | 0 | |
Long-term assets held for sale | 0 | ||
Total long-term assets | (20,658) | (16,171) | |
Total assets | (26,403) | (19,900) | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany payables, current | (5,741) | (3,728) | |
Accrued liabilities | 0 | 0 | |
Current liabilities held for sale | 0 | 0 | |
Total current liabilities | (5,741) | (3,728) | |
Long-term debt | 0 | 0 | |
Intercompany payables, long-term | (3,384) | (3,242) | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Long-term liabilities held for sale | 0 | ||
Total long-term liabilities | (3,384) | (3,242) | |
Total liabilities | (9,125) | (6,970) | |
Total Delphi shareholders' equity | (17,278) | (12,930) | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | (17,278) | (12,930) | |
Total liabilities and shareholders' equity | $ (26,403) | $ (19,900) |
Supplemental Guarantor And N103
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Net cash provided by (used in) operating activities from continuing operations | $ 1,029 | $ 1,215 | |
Net cash (used in) provided by operating activities from discontinued operations | (21) | 47 | |
Net cash provided by operating activities | 1,008 | 1,262 | |
Capital expenditures | (539) | (601) | |
Proceeds from sale of property and investments | 7 | 7 | |
Net proceeds from divestiture of discontinued operations | 730 | 0 | |
Proceeds from business divestitures, net of $7 payment in 2015 | 18 | 0 | |
Cost of businesses, investment and technology acquisitions, net of cash acquired | (38) | 0 | |
Deposit for acquisition of HellermannTyton | (844) | 0 | |
(Increase) decrease in restricted cash | (1) | 1 | |
Loans to affiliates | 0 | 0 | |
Repayments of loans from affiliates | 0 | 0 | |
Investments in subsidiaries | 0 | ||
Return of investments in subsidiaries | 0 | ||
Net cash provided by (used in) investing activities from continuing operations | (667) | (593) | |
Net cash used in investing activities from discontinued operations | (68) | (64) | |
Net cash provided by (used in) investing activities | (735) | (657) | |
Net proceeds (repayments) under other short-term debt agreements | 399 | 9 | |
Repayments under long-term debt agreements | 0 | (164) | |
Repayment of senior notes | (546) | (526) | |
Proceeds from issuance of senior notes, net of issuance costs | 753 | 691 | |
Dividend payments of consolidated affiliates to minority shareholders | (63) | (61) | |
Proceeds from borrowings from affiliates | 0 | 0 | |
Payments on borrowings from affiliates | 0 | 0 | |
Investment from parent | 0 | ||
Capital distributions to affiliates | 0 | ||
Dividends paid to affiliates | 0 | ||
Repurchase of ordinary shares | (946) | (662) | |
Distribution of cash dividends | (216) | (228) | |
Taxes withheld and paid on employees' restricted share awards | (58) | (8) | |
Net cash used in financing activities | (677) | (949) | |
Effect of exchange rate fluctuations on cash and cash equivalents | (41) | (19) | |
Increase (decrease) in cash and cash equivalents | (445) | (363) | |
Cash and cash equivalents at beginning of period | 904 | 1,389 | |
Cash and cash equivalents at end of period | 459 | 1,026 | |
Cash and cash equivalents of discontinued operations | 25 | 19 | |
Cash and cash equivalents of continuing operations | 434 | 1,007 | $ 859 |
Reportable Legal Entities | Parent | |||
Net cash provided by (used in) operating activities from continuing operations | (15) | 37 | |
Net cash (used in) provided by operating activities from discontinued operations | 0 | 0 | |
Net cash provided by operating activities | (15) | 37 | |
Capital expenditures | 0 | 0 | |
Proceeds from sale of property and investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | ||
Proceeds from business divestitures, net of $7 payment in 2015 | 0 | ||
Cost of businesses, investment and technology acquisitions, net of cash acquired | 0 | ||
Deposit for acquisition of HellermannTyton | 0 | ||
(Increase) decrease in restricted cash | 0 | 0 | |
Loans to affiliates | 0 | 0 | |
Repayments of loans from affiliates | 0 | 0 | |
Investments in subsidiaries | (753) | ||
Return of investments in subsidiaries | 0 | ||
Net cash provided by (used in) investing activities from continuing operations | (753) | 0 | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) investing activities | (753) | 0 | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayments under long-term debt agreements | 0 | ||
Repayment of senior notes | 0 | 0 | |
Proceeds from issuance of senior notes, net of issuance costs | 753 | 0 | |
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | 1,332 | 920 | |
Payments on borrowings from affiliates | (135) | (55) | |
Investment from parent | 0 | ||
Capital distributions to affiliates | 0 | ||
Dividends paid to affiliates | 0 | ||
Repurchase of ordinary shares | (946) | (662) | |
Distribution of cash dividends | (216) | (228) | |
Taxes withheld and paid on employees' restricted share awards | 0 | 0 | |
Net cash used in financing activities | 788 | (25) | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | 0 | |
Increase (decrease) in cash and cash equivalents | 20 | 12 | |
Cash and cash equivalents at beginning of period | 9 | 7 | |
Cash and cash equivalents at end of period | 29 | 19 | |
Cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents of continuing operations | 29 | 19 | 9 |
Reportable Legal Entities | Subsidiary Guarantors | |||
Net cash provided by (used in) operating activities from continuing operations | 100 | 0 | |
Net cash (used in) provided by operating activities from discontinued operations | 0 | 0 | |
Net cash provided by operating activities | 100 | 0 | |
Capital expenditures | 0 | 0 | |
Proceeds from sale of property and investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | ||
Proceeds from business divestitures, net of $7 payment in 2015 | 0 | ||
Cost of businesses, investment and technology acquisitions, net of cash acquired | 0 | ||
Deposit for acquisition of HellermannTyton | 0 | ||
(Increase) decrease in restricted cash | 0 | 0 | |
Loans to affiliates | (853) | 0 | |
Repayments of loans from affiliates | 0 | 0 | |
Investments in subsidiaries | 0 | ||
Return of investments in subsidiaries | 0 | ||
Net cash provided by (used in) investing activities from continuing operations | (853) | 0 | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) investing activities | (853) | 0 | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayments under long-term debt agreements | 0 | ||
Repayment of senior notes | 0 | 0 | |
Proceeds from issuance of senior notes, net of issuance costs | 0 | 0 | |
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | 0 | 144 | |
Payments on borrowings from affiliates | 0 | (144) | |
Investment from parent | 753 | ||
Capital distributions to affiliates | 0 | ||
Dividends paid to affiliates | 0 | ||
Repurchase of ordinary shares | 0 | 0 | |
Distribution of cash dividends | 0 | 0 | |
Taxes withheld and paid on employees' restricted share awards | 0 | 0 | |
Net cash used in financing activities | 753 | 0 | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | 0 | |
Increase (decrease) in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents at beginning of period | 1 | 0 | |
Cash and cash equivalents at end of period | 1 | 0 | |
Cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents of continuing operations | 1 | 0 | 1 |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | |||
Net cash provided by (used in) operating activities from continuing operations | 0 | 0 | |
Net cash (used in) provided by operating activities from discontinued operations | 0 | 0 | |
Net cash provided by operating activities | 0 | 0 | |
Capital expenditures | 0 | 0 | |
Proceeds from sale of property and investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | ||
Proceeds from business divestitures, net of $7 payment in 2015 | 0 | ||
Cost of businesses, investment and technology acquisitions, net of cash acquired | 0 | ||
Deposit for acquisition of HellermannTyton | 0 | ||
(Increase) decrease in restricted cash | 0 | 0 | |
Loans to affiliates | (342) | (745) | |
Repayments of loans from affiliates | 135 | 55 | |
Investments in subsidiaries | 0 | ||
Return of investments in subsidiaries | 270 | ||
Net cash provided by (used in) investing activities from continuing operations | (207) | (420) | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) investing activities | (207) | (420) | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayments under long-term debt agreements | (164) | ||
Repayment of senior notes | (546) | (526) | |
Proceeds from issuance of senior notes, net of issuance costs | 0 | 691 | |
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | 853 | 529 | |
Payments on borrowings from affiliates | 0 | (110) | |
Investment from parent | 0 | ||
Capital distributions to affiliates | 0 | ||
Dividends paid to affiliates | (100) | ||
Repurchase of ordinary shares | 0 | 0 | |
Distribution of cash dividends | 0 | 0 | |
Taxes withheld and paid on employees' restricted share awards | 0 | 0 | |
Net cash used in financing activities | 207 | 420 | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | 0 | |
Increase (decrease) in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents at beginning of period | 0 | 0 | |
Cash and cash equivalents at end of period | 0 | 0 | |
Cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents of continuing operations | 0 | 0 | 0 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||
Net cash provided by (used in) operating activities from continuing operations | 1,044 | 1,178 | |
Net cash (used in) provided by operating activities from discontinued operations | (21) | 47 | |
Net cash provided by operating activities | 1,023 | 1,225 | |
Capital expenditures | (539) | (601) | |
Proceeds from sale of property and investments | 7 | 7 | |
Net proceeds from divestiture of discontinued operations | 730 | ||
Proceeds from business divestitures, net of $7 payment in 2015 | 18 | ||
Cost of businesses, investment and technology acquisitions, net of cash acquired | (38) | ||
Deposit for acquisition of HellermannTyton | (844) | ||
(Increase) decrease in restricted cash | (1) | 1 | |
Loans to affiliates | (1,237) | (848) | |
Repayments of loans from affiliates | 0 | 254 | |
Investments in subsidiaries | 0 | ||
Return of investments in subsidiaries | 0 | ||
Net cash provided by (used in) investing activities from continuing operations | (1,904) | (1,187) | |
Net cash used in investing activities from discontinued operations | (68) | (64) | |
Net cash provided by (used in) investing activities | (1,972) | (1,251) | |
Net proceeds (repayments) under other short-term debt agreements | 399 | 9 | |
Repayments under long-term debt agreements | 0 | ||
Repayment of senior notes | 0 | 0 | |
Proceeds from issuance of senior notes, net of issuance costs | 0 | 0 | |
Dividend payments of consolidated affiliates to minority shareholders | (63) | (61) | |
Proceeds from borrowings from affiliates | 247 | 0 | |
Payments on borrowings from affiliates | 0 | 0 | |
Investment from parent | 0 | ||
Capital distributions to affiliates | 270 | ||
Dividends paid to affiliates | 0 | ||
Repurchase of ordinary shares | 0 | 0 | |
Distribution of cash dividends | 0 | 0 | |
Taxes withheld and paid on employees' restricted share awards | (58) | (8) | |
Net cash used in financing activities | 525 | (330) | |
Effect of exchange rate fluctuations on cash and cash equivalents | (41) | (19) | |
Increase (decrease) in cash and cash equivalents | (465) | (375) | |
Cash and cash equivalents at beginning of period | 894 | 1,382 | |
Cash and cash equivalents at end of period | 429 | 1,007 | |
Cash and cash equivalents of discontinued operations | 25 | 19 | |
Cash and cash equivalents of continuing operations | 404 | 988 | 849 |
Eliminations | |||
Net cash provided by (used in) operating activities from continuing operations | (100) | 0 | |
Net cash (used in) provided by operating activities from discontinued operations | 0 | 0 | |
Net cash provided by operating activities | (100) | 0 | |
Capital expenditures | 0 | 0 | |
Proceeds from sale of property and investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | ||
Proceeds from business divestitures, net of $7 payment in 2015 | 0 | ||
Cost of businesses, investment and technology acquisitions, net of cash acquired | 0 | ||
Deposit for acquisition of HellermannTyton | 0 | ||
(Increase) decrease in restricted cash | 0 | 0 | |
Loans to affiliates | 2,432 | 1,593 | |
Repayments of loans from affiliates | (135) | (309) | |
Investments in subsidiaries | 753 | ||
Return of investments in subsidiaries | (270) | ||
Net cash provided by (used in) investing activities from continuing operations | 3,050 | 1,014 | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) investing activities | 3,050 | 1,014 | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayments under long-term debt agreements | 0 | ||
Repayment of senior notes | 0 | 0 | |
Proceeds from issuance of senior notes, net of issuance costs | 0 | 0 | |
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | (2,432) | (1,593) | |
Payments on borrowings from affiliates | 135 | 309 | |
Investment from parent | (753) | ||
Capital distributions to affiliates | (270) | ||
Dividends paid to affiliates | 100 | ||
Repurchase of ordinary shares | 0 | 0 | |
Distribution of cash dividends | 0 | 0 | |
Taxes withheld and paid on employees' restricted share awards | 0 | 0 | |
Net cash used in financing activities | (2,950) | (1,014) | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | 0 | |
Increase (decrease) in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents at beginning of period | 0 | 0 | |
Cash and cash equivalents at end of period | 0 | 0 | |
Cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents of continuing operations | $ 0 | $ 0 | $ 0 |
Segment Reporting Reconciliatio
Segment Reporting Reconciliation of Sales and Operating Data (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Sales and Operating Data from Segment to Consolidated [Line Items] | |||||
Net sales | $ 3,631 | $ 3,762 | $ 11,286 | $ 11,721 | |
Depreciation and Amortization | 131 | 137 | 394 | 406 | |
Adjusted Operating Income | 470 | 445 | 1,468 | 1,428 | |
Operating income | 461 | 392 | 1,388 | 1,294 | |
Equity income (loss), net of tax | 5 | 5 | 10 | 15 | |
Net income attributable to noncontrolling interest | 13 | 14 | 48 | 49 | |
Operating Segments | Electrical / Electronic Architecture | |||||
Sales and Operating Data from Segment to Consolidated [Line Items] | |||||
Net sales | 1,941 | 1,993 | 6,063 | 6,269 | |
Depreciation and Amortization | 67 | 67 | 202 | 197 | |
Adjusted Operating Income | 263 | 249 | 819 | 812 | |
Operating income | 245 | 221 | 765 | 753 | |
Equity income (loss), net of tax | 5 | 6 | 10 | 16 | |
Net income attributable to noncontrolling interest | 8 | 8 | 25 | 25 | |
Operating Segments | Powertrain Systems | |||||
Sales and Operating Data from Segment to Consolidated [Line Items] | |||||
Net sales | 1,057 | 1,117 | 3,281 | 3,402 | |
Depreciation and Amortization | 45 | 50 | 134 | 149 | |
Adjusted Operating Income | 124 | 114 | 399 | 365 | |
Operating income | 101 | 104 | 357 | 316 | |
Equity income (loss), net of tax | 0 | (1) | 0 | (1) | |
Net income attributable to noncontrolling interest | 5 | 6 | 23 | 24 | |
Operating Segments | Electronics And Safety | |||||
Sales and Operating Data from Segment to Consolidated [Line Items] | |||||
Net sales | 675 | 704 | 2,070 | 2,201 | |
Depreciation and Amortization | 19 | 20 | 58 | 60 | |
Adjusted Operating Income | 83 | 82 | 250 | 251 | |
Operating income | 115 | 67 | 266 | 225 | |
Equity income (loss), net of tax | 0 | 0 | 0 | 0 | |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Eliminations And Other | |||||
Sales and Operating Data from Segment to Consolidated [Line Items] | |||||
Net sales | [1] | (42) | (52) | (128) | (151) |
Depreciation and Amortization | [1] | 0 | 0 | 0 | 0 |
Adjusted Operating Income | [1] | 0 | 0 | 0 | 0 |
Operating income | [1] | 0 | 0 | 0 | 0 |
Equity income (loss), net of tax | [1] | 0 | 0 | 0 | 0 |
Net income attributable to noncontrolling interest | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
[1] | Eliminations and Other includes the elimination of inter-segment transactions. |
Segment Reporting Reconcilia105
Segment Reporting Reconciliation of Adjusted OI to Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Adjusted OI to Net Income Data [Line Items] | |||||
Adjusted Operating Income | $ 470 | $ 445 | $ 1,468 | $ 1,428 | |
Restructuring | (36) | (46) | (69) | (121) | |
Other acquisition and portfolio project costs | (12) | (3) | (30) | (6) | |
Asset impairments | (4) | (6) | (7) | ||
Gain (loss) on business divestitures, net | 39 | 25 | |||
Operating income | 461 | 392 | 1,388 | 1,294 | |
Interest expense | (30) | (33) | (92) | (101) | |
Other income (expense), net | (11) | 5 | (67) | (9) | |
Income from continuing operations before income taxes and equity income | 420 | 364 | 1,229 | 1,184 | |
Income tax expense | (61) | (56) | (202) | (181) | |
Equity income, net of tax | 5 | 5 | 10 | 15 | |
Income from continuing operations | 364 | 313 | 1,037 | 1,018 | |
Income from discontinued operations, net of tax | 54 | 12 | 277 | 54 | |
Net income | 418 | 325 | 1,314 | 1,072 | |
Net income attributable to noncontrolling interest | 14 | 20 | 56 | 65 | |
Net income attributable to Delphi | 404 | 305 | 1,258 | 1,007 | |
Electrical / Electronic Architecture | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Restructuring | (13) | (24) | (22) | (51) | |
Powertrain Systems | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Restructuring | (19) | (9) | (33) | (48) | |
Electronics And Safety | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Restructuring | (4) | (13) | (14) | (22) | |
Operating Segments | Electrical / Electronic Architecture | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Adjusted Operating Income | 263 | 249 | 819 | 812 | |
Restructuring | (13) | (24) | (22) | (51) | |
Other acquisition and portfolio project costs | (5) | (3) | (15) | (6) | |
Asset impairments | (1) | (3) | (2) | ||
Gain (loss) on business divestitures, net | 0 | (14) | |||
Operating income | 245 | 221 | 765 | 753 | |
Equity income, net of tax | 5 | 6 | 10 | 16 | |
Operating Segments | Powertrain Systems | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Adjusted Operating Income | 124 | 114 | 399 | 365 | |
Restructuring | (19) | (9) | (33) | (48) | |
Other acquisition and portfolio project costs | (4) | 0 | (9) | 0 | |
Asset impairments | (1) | 0 | (1) | ||
Gain (loss) on business divestitures, net | 0 | 0 | |||
Operating income | 101 | 104 | 357 | 316 | |
Equity income, net of tax | 0 | (1) | 0 | (1) | |
Operating Segments | Electronics And Safety | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Adjusted Operating Income | 83 | 82 | 250 | 251 | |
Restructuring | (4) | (13) | (14) | (22) | |
Other acquisition and portfolio project costs | (3) | 0 | (6) | 0 | |
Asset impairments | (2) | (3) | (4) | ||
Gain (loss) on business divestitures, net | 39 | 39 | |||
Operating income | 115 | 67 | 266 | 225 | |
Equity income, net of tax | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Eliminations And Other | |||||
Adjusted OI to Net Income Data [Line Items] | |||||
Adjusted Operating Income | [1] | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 | |
Other acquisition and portfolio project costs | 0 | 0 | 0 | 0 | |
Asset impairments | 0 | 0 | 0 | ||
Gain (loss) on business divestitures, net | 0 | 0 | |||
Operating income | [1] | 0 | 0 | 0 | 0 |
Equity income, net of tax | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
[1] | Eliminations and Other includes the elimination of inter-segment transactions. |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from divestiture of discontinued operations | $ 730 | $ 0 | |||||
Impairment loss on KDAC interest | $ 88 | ||||||
Impairment of KDAC interest, Per Share | $ 0.30 | ||||||
SDAAC | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
SDAAC Ownership Percentage, Classified as Discontinued Operations | 50.00% | ||||||
KDAC | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
KDAC Ownership Percentage, Classified as Discontinued Operations | 50.00% | 50.00% | |||||
KDAC | Estimated Fair Value | Fair Value, Measurements, Nonrecurring | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Fair value of KDAC interest | $ 32 | ||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from Divestiture of Discontinued Operations | $ 670 | ||||||
Gain (loss) on divestiture of discontinued operations, net of tax | $ 47 | $ 285 | $ 0 | 332 | $ 0 | ||
Gain on divestiture of discontinued operations, net of tax, per share | $ 0.17 | $ 0.99 | |||||
Tax effect of gain on divestiture of discontinued operations | $ 56 | ||||||
Transaction costs | $ 10 | ||||||
Transition Services Agreement Fees | $ 4 | ||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | SDAAC | Scenario, Forecast | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from Divestiture of Discontinued Operations | $ 100 | ||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Thermal Systems | KDAC | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from divestiture of discontinued operations | 70 | ||||||
Gain (loss) on divestiture of discontinued operations, net of tax | 47 | $ (41) | |||||
Other income (expense), net | Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Transition Services Agreement Fees | $ 4 |
Discontinued Operations Reconci
Discontinued Operations Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operation classified as Held for Sale (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Cash and cash equivalents | $ 25 | $ 19 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Cash and cash equivalents | 25 | $ 45 | |
Accounts receivable, net | 58 | 228 | |
Inventories, net | 21 | 91 | |
Property, net | 72 | 322 | |
Investments in affiliates | 0 | 130 | |
Intangible assets, net | 1 | 18 | |
Other assets | 10 | 61 | |
Total assets of the discontinued operations classified as held for sale | 187 | 895 | |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Accounts payable | 77 | 303 | |
Accrued liabilities | 12 | 53 | |
Other liabilities | 6 | 35 | |
Total liabilities of the discontinued operations classified as held for sale | 95 | 391 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | SDAAC | |||
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Noncontrolling interest attributable to discontinued operations | $ 106 | $ 118 |
Discontinued Operations Reco108
Discontinued Operations Reconciliation of Major Classes of Profit or Loss of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income from discontinued operations, net of tax | $ 54 | $ 12 | $ 277 | $ 54 | |
Income from discontinued operations attributable to Delphi | 53 | 6 | 269 | 38 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 66 | 382 | 821 | 1,150 | |
Cost of sales | 60 | 347 | 748 | 1,040 | |
Selling, general and administrative | 3 | 11 | 25 | 35 | |
Amortization | 0 | 1 | 1 | 5 | |
Restructuring | 0 | 1 | 2 | 3 | |
Other income and (expense) items that are not major, net | 0 | 0 | 0 | 1 | |
Income from discontinued operations before income taxes and equity income | 3 | 22 | 45 | 68 | |
Income tax benefit (expense) on discontinued operations | 5 | (7) | (11) | (19) | |
Equity income (loss) from discontinued operations, net of tax | (1) | (3) | (1) | 5 | |
Gain (loss) on divestiture of discontinued operations, net of tax | 47 | $ 285 | 0 | 332 | 0 |
Impairment loss | 0 | 0 | (88) | 0 | |
Income from discontinued operations, net of tax | 54 | 12 | 277 | 54 | |
Income from discontinued operations attributable to noncontrolling interests | 1 | 6 | 8 | 16 | |
Income from discontinued operations attributable to Delphi | 53 | 6 | 269 | 38 | |
Income from discontinued operations before income taxes attributable to Delphi | $ 48 | $ 13 | 279 | 55 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | SDAAC | Thermal Systems | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income tax expense of discontinued operations attributable to noncontrolling interest | $ 1 | $ 2 |