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 and 2014 Senior Notes are, and prior to their redemption, the 2011 Senior Notes were, 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 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 guarantees (“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. Statement of Operations Three Months Ended March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,051 $ — $ 4,051 Operating expenses: Cost of sales — — — 3,265 — 3,265 Selling, general and administrative 29 — — 248 — 277 Amortization — — — 33 — 33 Restructuring — — — 35 — 35 Total operating expenses 29 — — 3,581 — 3,610 Operating (loss) income (29 ) — — 470 — 441 Interest (expense) income (46 ) (8 ) (51 ) (19 ) 83 (41 ) Other income (expense), net — 31 17 39 (83 ) 4 (Loss) income from continuing operations before income taxes and equity income (75 ) 23 (34 ) 490 — 404 Income tax benefit (expense) — — 13 (88 ) — (75 ) (Loss) income from continuing operations before equity income (75 ) 23 (21 ) 402 — 329 Equity in net income of affiliates — — — 6 — 6 Equity in net income (loss) of subsidiaries 500 473 104 — (1,077 ) — Income from continuing operations 425 496 83 408 (1,077 ) 335 Income from discontinued operations, net of tax — — — 108 — 108 Net income (loss) 425 496 83 516 (1,077 ) 443 Net income attributable to noncontrolling interest — — — 18 — 18 Net income (loss) attributable to Delphi $ 425 $ 496 $ 83 $ 498 $ (1,077 ) $ 425 Statement of Operations Three Months Ended March 31, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,797 $ — $ 3,797 Operating expenses: Cost of sales — — — 3,056 — 3,056 Selling, general and administrative (18 ) — — 273 — 255 Amortization — — — 24 — 24 Restructuring — — — 16 — 16 Total operating expenses (18 ) — — 3,369 — 3,351 Operating income 18 — — 428 — 446 Interest (expense) income (20 ) (6 ) (45 ) (30 ) 69 (32 ) Other income (expense), net — 15 (26 ) 26 (69 ) (54 ) (Loss) income from continuing operations before income taxes and equity income (2 ) 9 (71 ) 424 — 360 Income tax benefit (expense) — — 26 (87 ) — (61 ) (Loss) income from continuing operations before equity income (2 ) 9 (45 ) 337 — 299 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 211 202 79 — (492 ) — Income from continuing operations 209 211 34 342 (492 ) 304 Loss from discontinued operations, net of tax — — — (75 ) — (75 ) Net income (loss) 209 211 34 267 (492 ) 229 Net income attributable to noncontrolling interest — — — 20 — 20 Net income (loss) attributable to Delphi $ 209 $ 211 $ 34 $ 247 $ (492 ) $ 209 Statement of Comprehensive Income Three Months Ended March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 425 $ 496 $ 83 $ 516 $ (1,077 ) $ 443 Other comprehensive income (loss): Currency translation adjustments (25 ) — — 62 — 37 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 23 — 23 Employee benefit plans adjustment, net of tax — — — 5 — 5 Other comprehensive (loss) income (25 ) — — 90 — 65 Equity in other comprehensive income (loss) income of subsidiaries 89 (23 ) 11 — (77 ) — Comprehensive income (loss) 489 473 94 606 (1,154 ) 508 Comprehensive income attributable to noncontrolling interests — — — 19 — 19 Comprehensive income (loss) attributable to Delphi $ 489 $ 473 $ 94 $ 587 $ (1,154 ) $ 489 Statement of Comprehensive Income Three Months Ended March 31, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 209 $ 211 $ 34 $ 267 $ (492 ) $ 229 Other comprehensive income (loss): Currency translation adjustments — — — (234 ) — (234 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (4 ) — (4 ) Employee benefit plans adjustment, net of tax — — — 27 — 27 Other comprehensive loss — — — (211 ) — (211 ) Equity in other comprehensive (loss) income of subsidiaries (209 ) (211 ) (1 ) — 421 — Comprehensive income (loss) — — 33 56 (71 ) 18 Comprehensive income attributable to noncontrolling interests — — — 18 — 18 Comprehensive income (loss) attributable to Delphi $ — $ — $ 33 $ 38 $ (71 ) $ — Balance Sheet as of March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 6 $ — $ — $ 457 $ — $ 463 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,934 — 2,934 Intercompany receivables, current 62 1,164 364 5,387 (6,977 ) — Inventories — — — 1,287 — 1,287 Other current assets — — — 397 — 397 Total current assets 68 1,164 364 10,463 (6,977 ) 5,082 Long-term assets: Intercompany receivables, long-term — 790 1,022 1,747 (3,559 ) — Property, net — — — 3,446 — 3,446 Investments in affiliates — — — 100 — 100 Investments in subsidiaries 9,504 7,790 2,947 — (20,241 ) — Intangible assets, net — — — 2,963 — 2,963 Other long-term assets — — 10 470 — 480 Total long-term assets 9,504 8,580 3,979 8,726 (23,800 ) 6,989 Total assets $ 9,572 $ 9,744 $ 4,343 $ 19,189 $ (30,777 ) $ 12,071 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ — $ 368 $ — $ 368 Accounts payable 2 — — 2,512 — 2,514 Intercompany payables, current 5,037 560 933 447 (6,977 ) — Accrued liabilities 32 — 6 1,141 — 1,179 Total current liabilities 5,071 560 939 4,468 (6,977 ) 4,061 Long-term liabilities: Long-term debt 2,073 — 1,883 29 — 3,985 Intercompany payables, long-term 163 1,308 1,016 1,072 (3,559 ) — Pension benefit obligations — — — 849 — 849 Other long-term liabilities — — 27 505 — 532 Total long-term liabilities 2,236 1,308 2,926 2,455 (3,559 ) 5,366 Total liabilities 7,307 1,868 3,865 6,923 (10,536 ) 9,427 Total Delphi shareholders’ equity 2,265 7,876 478 11,887 (20,241 ) 2,265 Noncontrolling interest — — — 379 — 379 Total shareholders’ equity 2,265 7,876 478 12,266 (20,241 ) 2,644 Total liabilities and shareholders’ equity $ 9,572 $ 9,744 $ 4,343 $ 19,189 $ (30,777 ) $ 12,071 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 7,243 2,758 — (18,917 ) — Intangible assets, net — — — 2,922 — 2,922 Other long-term assets — — 12 447 — 459 Total long-term assets 8,916 8,018 3,777 8,583 (22,442 ) 6,852 Total assets $ 9,021 $ 9,166 $ 4,164 $ 18,552 $ (28,930 ) $ 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 7,306 324 11,292 (18,922 ) 2,250 Noncontrolling interest — — — 483 — 483 Total shareholders’ equity 2,250 7,306 324 11,775 (18,922 ) 2,733 Total liabilities and shareholders’ equity $ 9,021 $ 9,166 $ 4,164 $ 18,552 $ (28,930 ) $ 11,973 Statement of Cash Flows for the Three Months Ended March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (60 ) $ 7 $ — $ 321 $ — $ 268 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (60 ) 7 — 321 — 268 Cash flows from investing activities: Capital expenditures — — — (240 ) — (240 ) Proceeds from sale of property / investments — — — 1 — 1 Net proceeds from divestiture of discontinued operations — — — 52 — 52 Cost of business acquisitions, net of cash acquired — — (15 ) — — (15 ) Cost of technology investments — — (3 ) — — (3 ) Settlement of derivatives — — — (15 ) — (15 ) Loans to affiliates — (7 ) — (514 ) 521 — Repayments of loans from affiliates — — — 3 (3 ) — Net cash (used in) provided by investing activities from continuing operations — (7 ) (18 ) (713 ) 518 (220 ) Net cash used in investing activities from discontinued operations — — — (4 ) — (4 ) Net cash (used in) provided by investing activities — (7 ) (18 ) (717 ) 518 (224 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 321 — 321 Dividend payments of consolidated affiliates to minority shareholders — — — (12 ) — (12 ) Proceeds from borrowings from affiliates 503 — 18 — (521 ) — Payments on borrowings from affiliates (3 ) — — — 3 — Repurchase of ordinary shares (358 ) — — — — (358 ) Distribution of cash dividends (80 ) — — — — (80 ) Taxes withheld and paid on employees' restricted share awards — — — (37 ) — (37 ) Net cash provided by (used in) financing activities 62 — 18 272 (518 ) (166 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 6 — 6 Increase (decrease) in cash and cash equivalents 2 — — (118 ) — (116 ) Cash and cash equivalents at beginning of period 4 — — 575 — 579 Cash and cash equivalents at end of period $ 6 $ — $ — $ 457 $ — $ 463 Cash and cash equivalents of discontinued operations $ — $ — $ — $ — $ — $ — Cash and cash equivalents of continuing operations $ 6 $ — $ — $ 457 $ — $ 463 Statement of Cash Flows for the Three Months Ended March 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 $ (4 ) $ — $ — $ 125 $ — $ 121 Net cash provided by operating activities from discontinued operations — — — 14 — 14 Net cash (used in) provided by operating activities (4 ) — — 139 — 135 Cash flows from investing activities: Capital expenditures — — — (213 ) — (213 ) Loans to affiliates — (753 ) (342 ) (358 ) 1,453 — Repayments of loans from affiliates — — 135 — (135 ) — Return of investments in subsidiaries (753 ) — — — 753 — Net cash (used in) provided by investing activities from continuing operations (753 ) (753 ) (207 ) (571 ) 2,071 (213 ) Net cash used in investing activities from discontinued operations — — — (37 ) — (37 ) Net cash (used in) provided by investing activities (753 ) (753 ) (207 ) (608 ) 2,071 (250 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 10 — 10 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 — — — (13 ) — (13 ) Proceeds from borrowings from affiliates 453 — 753 247 (1,453 ) — Payments on borrowings from affiliates (135 ) — — — 135 — Investment from parent — 753 — — (753 ) — Repurchase of ordinary shares (240 ) — — — — (240 ) Distribution of cash dividends (73 ) — — — — (73 ) Taxes withheld and paid on employees' restricted share awards — — — (58 ) — (58 ) Net cash provided by (used in) financing activities 758 753 207 186 (2,071 ) (167 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (21 ) — (21 ) Increase (decrease) in cash and cash equivalents 1 — — (304 ) — (303 ) Cash and cash equivalents at beginning of period 10 — — 894 — 904 Cash and cash equivalents at end of period $ 11 $ — $ — $ 590 $ — $ 601 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 43 $ — $ 43 Cash and cash equivalents of continuing operations $ 11 $ — $ — $ 547 $ — $ 558 |