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 11. 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 11. Debt, Delphi Automotive PLC issued the 2015 Euro-denominated Senior Notes and the 2015 Senior Notes, each of which were registered under the Securities Act. The 2015 Euro-denominated Senior Notes and 2015 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 December 31, 2015. Statement of Operations Year Ended December 31, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 15,165 $ — $ 15,165 Operating expenses: Cost of sales — — (6 ) 12,161 — 12,155 Selling, general and administrative 32 — — 985 — 1,017 Amortization — — — 93 — 93 Restructuring — — — 177 — 177 Total operating expenses 32 — (6 ) 13,416 — 13,442 Operating (loss) income (32 ) — 6 1,749 — 1,723 Interest (expense) income (105 ) (30 ) (180 ) (90 ) 278 (127 ) Other (expense) income, net (20 ) 89 18 103 (278 ) (88 ) (Loss) income from continuing operations before income taxes and equity income (157 ) 59 (156 ) 1,762 — 1,508 Income tax benefit (expense) — — 57 (320 ) — (263 ) (Loss) income from continuing operations before equity income (157 ) 59 (99 ) 1,442 — 1,245 Equity in net income of affiliates — — — 16 — 16 Equity in net income (loss) of subsidiaries 1,607 1,548 508 — (3,663 ) — Income (loss) from continuing operations 1,450 1,607 409 1,458 (3,663 ) 1,261 Income from discontinued operations, net of tax — — — 274 — 274 Net income (loss) 1,450 1,607 409 1,732 (3,663 ) 1,535 Net income attributable to noncontrolling interest — — — 85 — 85 Net income (loss) attributable to Delphi $ 1,450 $ 1,607 $ 409 $ 1,647 $ (3,663 ) $ 1,450 Statement of Operations Year Ended December 31, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 15,499 $ — $ 15,499 Operating expenses: Cost of sales — — — 12,471 — 12,471 Selling, general and administrative 51 — — 985 — 1,036 Amortization — — — 94 — 94 Restructuring — — — 140 — 140 Total operating expenses 51 — — 13,690 — 13,741 Operating (loss) income (51 ) — — 1,809 — 1,758 Interest (expense) income (24 ) (33 ) (188 ) (74 ) 184 (135 ) Other income (expense), net 6 68 25 78 (185 ) (8 ) (Loss) income from continuing operations before income taxes and equity income (69 ) 35 (163 ) 1,813 (1 ) 1,615 Income tax benefit (expense) — — 60 (315 ) — (255 ) (Loss) income from continuing operations before equity income (69 ) 35 (103 ) 1,498 (1 ) 1,360 Equity in net income of affiliates — — — 20 — 20 Equity in net income (loss) of subsidiaries 1,420 1,385 315 — (3,120 ) — Income (loss) from continuing operations 1,351 1,420 212 1,518 (3,121 ) 1,380 Income from discontinued operations, net of tax — — — 60 — 60 Net income (loss) 1,351 1,420 212 1,578 (3,121 ) 1,440 Net income attributable to noncontrolling interest — — — 89 — 89 Net income (loss) attributable to Delphi $ 1,351 $ 1,420 $ 212 $ 1,489 $ (3,121 ) $ 1,351 Statement of Operations Year Ended December 31, 2013 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 15,051 $ — $ 15,051 Operating expenses: Cost of sales — — — 12,274 — 12,274 Selling, general and administrative 87 — — 829 — 916 Amortization — — — 97 — 97 Restructuring — — — 137 — 137 Total operating expenses 87 — — 13,337 — 13,424 Operating (loss) income (87 ) — — 1,714 — 1,627 Interest (expense) income (25 ) (33 ) (194 ) (75 ) 184 (143 ) Other income (expense), net 6 67 25 68 (184 ) (18 ) (Loss) income from continuing operations before income taxes and equity income (106 ) 34 (169 ) 1,707 — 1,466 Income tax (expense) benefit (5 ) — 62 (297 ) — (240 ) (Loss) income from continuing operations before equity income (111 ) 34 (107 ) 1,410 — 1,226 Equity in net income of affiliates — — — 15 — 15 Equity in net income (loss) of subsidiaries 1,323 1,289 326 — (2,938 ) — Income (loss) from continuing operations 1,212 1,323 219 1,425 (2,938 ) 1,241 Income from discontinued operations, net of tax — — — 60 — 60 Net income (loss) 1,212 1,323 219 1,485 (2,938 ) 1,301 Net income attributable to noncontrolling interest — — — 89 — 89 Net income (loss) attributable to Delphi $ 1,212 $ 1,323 $ 219 $ 1,396 $ (2,938 ) $ 1,212 Statement of Comprehensive Income Year Ended December 31, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,450 $ 1,607 $ 409 $ 1,732 $ (3,663 ) $ 1,535 Other comprehensive loss: Currency translation adjustments (5 ) — — (339 ) — (344 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (28 ) — (28 ) Employee benefit plans adjustment, net of tax — — — 64 — 64 Other comprehensive loss (5 ) — — (303 ) — (308 ) Equity in other comprehensive (loss) income of subsidiaries (287 ) (449 ) (9 ) — 745 — Comprehensive income (loss) 1,158 1,158 400 1,429 (2,918 ) 1,227 Comprehensive income attributable to noncontrolling interests — — — 69 — 69 Comprehensive income (loss) attributable to Delphi $ 1,158 $ 1,158 $ 400 $ 1,360 $ (2,918 ) $ 1,158 Statement of Comprehensive Income Year Ended December 31, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,351 $ 1,420 $ 212 $ 1,578 $ (3,121 ) $ 1,440 Other comprehensive loss: Currency translation adjustments — — — (325 ) — (325 ) Net change in unrecognized loss on derivative instruments, net of tax — — — (80 ) — (80 ) Employee benefit plans adjustment, net of tax — — — (108 ) — (108 ) Other comprehensive loss — — — (513 ) — (513 ) Equity in other comprehensive (loss) income of subsidiaries (504 ) (573 ) (50 ) — 1,127 — Comprehensive income (loss) 847 847 162 1,065 (1,994 ) 927 Comprehensive income attributable to noncontrolling interests — — — 80 — 80 Comprehensive income (loss) attributable to Delphi $ 847 $ 847 $ 162 $ 985 $ (1,994 ) $ 847 Statement of Comprehensive Income Year Ended December 31, 2013 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,212 $ 1,323 $ 219 $ 1,485 $ (2,938 ) $ 1,301 Other comprehensive income: Currency translation adjustments — — — 49 — 49 Net change in unrecognized loss on derivative instruments, net of tax — — — (12 ) — (12 ) Employee benefit plans adjustment, net of tax — — — (33 ) — (33 ) Other comprehensive income — — — 4 — 4 Equity in other comprehensive (loss) income of subsidiaries — (111 ) (13 ) — 124 — Comprehensive income (loss) 1,212 1,212 206 1,489 (2,814 ) 1,305 Comprehensive income attributable to noncontrolling interests — — — 93 — 93 Comprehensive income (loss) attributable to Delphi $ 1,212 $ 1,212 $ 206 $ 1,396 $ (2,814 ) $ 1,212 Balance Sheet as of December 31, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 4 $ — $ — $ 531 $ — $ 535 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,750 — 2,750 Intercompany receivables, current 101 1,148 387 4,852 (6,488 ) — Inventories — — — 1,181 — 1,181 Other current assets — — — 431 — 431 Current assets held for sale — — — 223 — 223 Total current assets 105 1,148 387 9,969 (6,488 ) 5,121 Long-term assets: Intercompany receivables, long-term — 775 1,007 1,743 (3,525 ) — Property, net — — — 3,377 — 3,377 Investments in affiliates — — — 94 — 94 Investments in subsidiaries 8,916 8,853 3,856 — (21,625 ) — Intangible assets, net — — — 2,922 — 2,922 Other long-term assets — — 12 447 — 459 Total long-term assets 8,916 9,628 4,875 8,583 (25,150 ) 6,852 Total assets $ 9,021 $ 10,776 $ 5,262 $ 18,552 $ (31,638 ) $ 11,973 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ — $ 52 $ — $ 52 Accounts payable 2 — — 2,539 — 2,541 Intercompany payables, current 4,543 555 905 480 (6,483 ) — Accrued liabilities 17 — 24 1,163 — 1,204 Current liabilities held for sale — — — 130 — 130 Total current liabilities 4,562 555 929 4,364 (6,483 ) 3,927 Long-term liabilities: Long-term debt 2,047 — 1,883 26 — 3,956 Intercompany payables, long-term 162 1,305 1,001 1,057 (3,525 ) — Pension benefit obligations — — — 854 — 854 Other long-term liabilities — — 27 476 — 503 Total long-term liabilities 2,209 1,305 2,911 2,413 (3,525 ) 5,313 Total liabilities 6,771 1,860 3,840 6,777 (10,008 ) 9,240 Total Delphi shareholders’ equity 2,250 8,916 1,422 11,292 (21,630 ) 2,250 Noncontrolling interest — — — 483 — 483 Total shareholders’ equity 2,250 8,916 1,422 11,775 (21,630 ) 2,733 Total liabilities and shareholders’ equity $ 9,021 $ 10,776 $ 5,262 $ 18,552 $ (31,638 ) $ 11,973 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 — — 17 466 — 483 Long-term assets held for sale — — — 511 — 511 Total long-term assets 5,215 6,846 2,608 6,999 (16,171 ) 5,497 Total assets $ 5,312 $ 7,045 $ 4,005 $ 14,259 $ (19,900 ) $ 10,721 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 — — 2,373 19 — 2,392 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 3,385 2,382 (3,242 ) 3,819 Total liabilities 2,802 1,830 3,503 6,543 (6,970 ) 7,708 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 $ 4,005 $ 14,259 $ (19,900 ) $ 10,721 Statement of Cash Flows for the Year Ended December 31, 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 $ (53 ) $ 171 $ — $ 1,649 $ (100 ) $ 1,667 Net cash provided by operating activities from discontinued operations — — — 36 — 36 Net cash (used in) provided by operating activities (53 ) 171 — 1,685 (100 ) 1,703 Cash flows from investing activities: Capital expenditures — — — (704 ) — (704 ) Proceeds from sale of property / investments — — — 10 — 10 Net proceeds from divestiture of discontinued operations — — — 730 — 730 Proceeds from business divestitures, net of payments of $14 in 2015 — — (7 ) 18 — 11 Cost of business acquisitions, net of cash acquired (1,606 ) — (104 ) 56 — (1,654 ) Cost of technology investments — — — (23 ) — (23 ) Loans to affiliates — (925 ) (342 ) (3,221 ) 4,488 — Repayments of loans from affiliates — — 135 1,333 (1,468 ) — Investments in subsidiaries (753 ) — — — 753 — Net cash (used in) provided by investing activities from continuing operations (2,359 ) (925 ) (318 ) (1,801 ) 3,773 (1,630 ) Net cash used in investing activities from discontinued operations — — — (69 ) — (69 ) Net cash (used in) provided by investing activities (2,359 ) (925 ) (318 ) (1,870 ) 3,773 (1,699 ) Cash flows from financing activities: Net (repayments) proceeds under other short-term debt agreements — — — (214 ) — (214 ) Repayment of senior notes — — (546 ) — — (546 ) Proceeds from issuance of senior notes, net of issuance costs 2,043 — — — — 2,043 Dividend payments of consolidated affiliates to minority shareholders — — — (63 ) — (63 ) Proceeds from borrowings from affiliates 3,277 — 964 247 (4,488 ) — Payments on borrowings from affiliates (1,468 ) — — — 1,468 — Investment from parent — 753 — — (753 ) — Dividends paid to affiliates — — (100 ) — 100 — Repurchase of ordinary shares (1,159 ) — — — — (1,159 ) Distribution of cash dividends (286 ) — — — — (286 ) Taxes withheld and paid on employees' restricted share awards — — — (59 ) — (59 ) Net cash provided by (used in) financing activities 2,407 753 318 (89 ) (3,673 ) (284 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (45 ) — (45 ) Decrease in cash and cash equivalents (5 ) (1 ) — (319 ) — (325 ) Cash and cash equivalents at beginning of year 9 1 — 894 — 904 Cash and cash equivalents at end of year $ 4 $ — $ — $ 575 $ — $ 579 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 44 $ — $ 44 Cash and cash equivalents of continuing operations $ 4 $ — $ — $ 531 $ — $ 535 Statement of Cash Flows for the Year Ended December 31, 2014 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash provided by operating activities from continuing operations $ 32 $ 61 $ — $ 1,952 $ — $ 2,045 Net cash provided by operating activities from discontinued operations — — — 90 — 90 Net cash provided by operating activities 32 61 — 2,042 — 2,135 Cash flows from investing activities: Capital expenditures — — — (779 ) — (779 ) Proceeds from sale of property / investments — — — 15 — 15 Cost of business acquisitions, net of cash acquired — — (345 ) — — (345 ) Cost of technology investments — — — (5 ) — (5 ) Decrease in restricted cash — — — 2 — 2 Loans to affiliates — (60 ) (1,075 ) (1,494 ) 2,629 — Repayments of loans from affiliates — — 165 304 (469 ) — Return of investments in subsidiaries — — 389 — (389 ) — Net cash (used in) provided by investing activities from continuing operations — (60 ) (866 ) (1,957 ) 1,771 (1,112 ) Net cash used in investing activities from discontinued operations — — — (74 ) — (74 ) Net cash used in investing activities — (60 ) (866 ) (2,031 ) 1,771 (1,186 ) Cash flows from financing activities: Net proceeds from other short-term debt agreements — — — 7 — 7 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 — — — (73 ) — (73 ) Proceeds from borrowings from affiliates 1,510 144 975 — (2,629 ) — Payments on borrowings from affiliates (215 ) (144 ) (110 ) — 469 — Capital distributions to affiliates — — — (389 ) 389 — Repurchase of ordinary shares (1,024 ) — — — — (1,024 ) Distribution of cash dividends (301 ) — — — — (301 ) Taxes withheld and paid on employees' restricted share awards — — — (8 ) — (8 ) Net cash (used in) provided by financing activities (30 ) — 866 (463 ) (1,771 ) (1,398 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (36 ) — (36 ) Increase (decrease) in cash and cash equivalents 2 1 — (488 ) — (485 ) Cash and cash equivalents at beginning of year 7 — — 1,382 — 1,389 Cash and cash equivalents at end of year $ 9 $ 1 $ — $ 894 $ — $ 904 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 45 $ — $ 45 Cash and cash equivalents of continuing operations $ 9 $ 1 $ — $ 849 $ — $ 859 Statement of Cash Flows for the Year Ended December 31, 2013 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (193 ) $ 128 $ — $ 1,789 $ (68 ) $ 1,656 Net cash provided by operating activities from discontinued operations — — — 94 — 94 Net cash (used in) provided by operating activities (193 ) 128 — 1,883 (68 ) 1,750 Cash flows from investing activities: Capital expenditures — — — (605 ) — (605 ) Proceeds from sale of property / investments — — — 33 — 33 Cost of business acquisitions, net of cash acquired — — — 2 — 2 Cost of technology investments — — — (12 ) — (12 ) Decrease in restricted cash — — — 5 — 5 Loans to affiliates — (128 ) (1,174 ) (414 ) 1,716 — Repayments of loans from affiliates — — 402 548 (950 ) — Return of investments in subsidiaries — — 845 — (845 ) — Net cash (used in) provided by investing activities from continuing operations — (128 ) 73 (443 ) (79 ) (577 ) Net cash used in investing activities from discontinued operations — — — (78 ) — (78 ) Net cash (used in) provided by investing activities — (128 ) 73 (521 ) (79 ) (655 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (80 ) — (80 ) Repayments under long-term debt agreements — — (1,353 ) — — (1,353 ) Proceeds from issuance of senior secured term loans, net of issuance costs — — 560 — — 560 Proceeds from issuance of senior notes, net of issuance costs — — 788 — — 788 Dividend payments of consolidated affiliates to minority shareholders — — — (55 ) — (55 ) Proceeds from borrowings from affiliates 1,499 80 — 137 (1,716 ) — Payments on borrowings from affiliates (633 ) (80 ) — (237 ) 950 — Capital distributions to affiliates — — — (845 ) 845 — Dividends paid to affiliates — — (68 ) — 68 — Repurchase of ordinary shares (457 ) — — — — (457 ) Distribution of cash dividends (211 ) — — — — (211 ) Taxes withheld and paid on employees' restricted share awards — — — (14 ) — (14 ) Net cash provided by (used in) financing activities 198 — (73 ) (1,094 ) 147 (822 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 11 — 11 Increase in cash and cash equivalents 5 — — 279 — 284 Cash and cash equivalents at beginning of year 2 — — 1,103 — 1,105 Cash and cash equivalents at end of year $ 7 $ — $ — $ 1,382 $ — $ 1,389 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 52 $ — $ 52 Cash and cash equivalents of continuing operations $ 7 $ — $ — $ 1,330 $ — $ 1,337 |