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 |