Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 | |
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 | 272,764,736 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Net sales | $ 4,206 | $ 3,858 | $ 8,257 | $ 7,655 | |||||
Operating expenses: | |||||||||
Cost of sales | 3,348 | 3,076 | 6,613 | 6,132 | |||||
Selling, general and administrative | 279 | 261 | 556 | 516 | |||||
Amortization | 34 | 23 | 67 | 47 | |||||
Restructuring | 154 | 17 | 189 | 33 | |||||
Total operating expenses | 3,815 | 3,377 | 7,425 | 6,728 | |||||
Operating income | 391 | 481 | 832 | 927 | |||||
Interest expense | (41) | (30) | (82) | (62) | |||||
Other income (expense), net | (2) | (2) | 2 | (56) | |||||
Income from continuing operations before income taxes and equity income | 348 | 449 | 752 | 809 | |||||
Income tax expense | (84) | (80) | (159) | (141) | |||||
Income from continuing operations before equity income | 264 | 369 | 593 | 668 | |||||
Equity income, net of tax | 7 | 0 | 13 | 5 | |||||
Income from continuing operations | 271 | 369 | 606 | 673 | |||||
Income from discontinued operations, net of tax | 0 | 298 | 108 | 223 | |||||
Net income | 271 | 667 | 714 | 896 | |||||
Net income attributable to noncontrolling interest | 13 | 22 | 31 | 42 | |||||
Net income attributable to Delphi | 258 | 645 | 683 | 854 | |||||
Amounts attributable to Delphi: | |||||||||
Income from continuing operations | 258 | 350 | 578 | 638 | |||||
Income from discontinued operations | 0 | 295 | 105 | 216 | |||||
Net income attributable to Delphi | $ 258 | $ 645 | $ 683 | $ 854 | |||||
Basic net income per share: | |||||||||
Income from Continuing Operations, per basic share | $ 0.95 | $ 1.22 | $ 2.10 | $ 2.21 | |||||
Income from Discontinued Operations, per basic share | 0 | 1.02 | 0.38 | 0.74 | |||||
Basic net income per share attributable to Delphi | $ 0.95 | $ 2.24 | $ 2.48 | $ 2.95 | |||||
Weighted average number of basic shares outstanding | 272,920 | 287,770 | 274,770 | 289,330 | |||||
Diluted net income per share: | |||||||||
Income from Continuing Operations, per diluted share | $ 0.94 | $ 1.21 | $ 2.10 | $ 2.20 | |||||
Income from Discontinued Operations, per diluted share | 0 | 1.02 | 0.38 | 0.74 | |||||
Diluted net income per share attributable to Delphi | $ 0.94 | $ 2.23 | $ 2.48 | $ 2.94 | |||||
Weighted average number of diluted shares outstanding | 273,370 | 288,850 | 275,200 | 290,320 | |||||
Cash dividends declared per share | $ 0.29 | $ 0.29 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.58 | $ 0.50 | $ 1 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 271 | $ 667 | $ 714 | $ 896 |
Other comprehensive income (loss): | ||||
Currency translation adjustments | (56) | 61 | (19) | (173) |
Net change in unrecognized gain (loss) on derivative instruments, net of tax (Note 14) | 26 | (2) | 49 | (6) |
Employee benefit plans adjustment, net of tax | 17 | (5) | 22 | 22 |
Other comprehensive income (loss) | (13) | 54 | 52 | (157) |
Comprehensive income | 258 | 721 | 766 | 739 |
Comprehensive income attributable to noncontrolling interests | 10 | 23 | 29 | 41 |
Comprehensive income attributable to Delphi | $ 248 | $ 698 | $ 737 | $ 698 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 437 | $ 535 |
Restricted cash | 1 | 1 |
Accounts receivable, net | 2,900 | 2,750 |
Inventories (Note 3) | 1,318 | 1,181 |
Other current assets (Note 4) | 395 | 431 |
Current assets held for sale (Note 21) | 0 | 223 |
Total current assets | 5,051 | 5,121 |
Long-term assets: | ||
Property, net | 3,430 | 3,377 |
Investments in affiliates | 96 | 94 |
Intangible assets, net (Note 2) | 1,345 | 1,383 |
Goodwill (Note 2) | 1,571 | 1,539 |
Other long-term assets (Note 4) | 464 | 459 |
Total long-term assets | 6,906 | 6,852 |
Total assets | 11,957 | 11,973 |
Current liabilities: | ||
Short-term debt (Note 8) | 97 | 52 |
Accounts payable | 2,527 | 2,541 |
Accrued liabilities (Note 5) | 1,275 | 1,204 |
Current liabilities held for sale (Note 21) | 0 | 130 |
Total current liabilities | 3,899 | 3,927 |
Long-term liabilities: | ||
Long-term debt (Note 8) | 3,969 | 3,956 |
Pension benefit obligations | 807 | 854 |
Other long-term liabilities (Note 5) | 512 | 503 |
Total long-term liabilities | 5,288 | 5,313 |
Total liabilities | 9,187 | 9,240 |
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, 272,764,736 and 278,208,470 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 3 | 3 |
Additional paid-in capital | 1,608 | 1,653 |
Retained earnings | 1,749 | 1,627 |
Accumulated other comprehensive loss (Note 13) | (979) | (1,033) |
Total Delphi shareholders' equity | 2,381 | 2,250 |
Noncontrolling interest | 389 | 483 |
Total shareholders' equity | 2,770 | 2,733 |
Total liabilities and shareholders' equity | $ 11,957 | $ 11,973 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 272,764,736 | 278,208,470 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 714 | $ 896 |
Income from discontinued operations, net of tax | 108 | 223 |
Income from continuing operations | 606 | 673 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 285 | 216 |
Amortization | 67 | 47 |
Amortization of deferred debt issuance costs | 5 | 5 |
Restructuring expense, net of cash paid | 93 | (32) |
Deferred income taxes | 9 | 0 |
Pension and other postretirement benefit expenses | 31 | 40 |
Income from equity method investments, net of dividends received | (9) | 2 |
Loss on extinguishment of debt | 0 | 52 |
(Gain) loss on sale of assets | (1) | 19 |
Share-based compensation | 28 | 35 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (141) | (303) |
Inventories | (136) | (141) |
Other assets | 7 | 18 |
Accounts payable | 75 | 182 |
Accrued and other long-term liabilities | (19) | (106) |
Other, net | (18) | (35) |
Pension contributions | (39) | (37) |
Net cash provided by operating activities from continuing operations | 843 | 635 |
Net cash provided by operating activities from discontinued operations | 0 | 34 |
Net cash provided by operating activities | 843 | 669 |
Cash flows from investing activities: | ||
Capital expenditures | (412) | (360) |
Proceeds from sale of property / investments | 8 | 3 |
Net proceeds from divestiture of discontinued operations | 52 | 660 |
Cost of business acquisitions, net of cash acquired | (15) | 0 |
Cost of technology investments | (3) | (23) |
Payment associated with business disposal | 0 | (7) |
Settlement of derivatives | (16) | 0 |
Net cash (used in) provided by investing activities from continuing operations | (386) | 273 |
Net cash used in investing activities from discontinued operations | (4) | (65) |
Net cash (used in) provided by investing activities | (390) | 208 |
Cash flows from financing activities: | ||
Net proceeds under other short-term debt agreements | 51 | 7 |
Repayment of senior notes | 0 | (546) |
Proceeds from issuance of senior notes, net of issuance costs | 0 | 753 |
Dividend payments of consolidated affiliates to minority shareholders | (12) | (13) |
Repurchase of ordinary shares | (435) | (542) |
Distribution of cash dividends | (159) | (145) |
Taxes withheld and paid on employees' restricted share awards | (40) | (58) |
Net cash used in financing activities | (595) | (544) |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | (2) |
Increase (decrease) in cash and cash equivalents | (142) | 331 |
Cash and cash equivalents at beginning of period | 579 | 904 |
Cash and cash equivalents at end of period | 437 | 1,235 |
Cash and cash equivalents of discontinued operations | 0 | 64 |
Cash and cash equivalents of continuing operations | $ 437 | $ 1,171 |
Consolidated Statement Of Share
Consolidated Statement Of Shareholders' Equity - 6 months ended Jun. 30, 2016 - 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, 2015 | $ 2,733 | $ 3 | $ 1,653 | $ 1,627 | $ (1,033) | $ 2,250 | $ 483 |
Balance, in shares at Dec. 31, 2015 | 278,000,000 | ||||||
Net income | 714 | 683 | 683 | 31 | |||
Other comprehensive income | 52 | 54 | 54 | (2) | |||
Dividends on ordinary shares | (159) | 2 | (161) | (159) | 0 | ||
Dividend payments of consolidated affiliates to minority shareholders | (22) | (22) | |||||
Taxes witheld on employees' restricted share award vestings | $ (40) | (40) | (40) | ||||
Repurchase of ordinary shares, in shares | (6,492,425) | (7,000,000) | |||||
Repurchase of ordinary shares | $ (435) | (35) | (400) | (435) | |||
Divestiture of business | (101) | (101) | |||||
Share-based compensation, in shares | 2,000,000 | ||||||
Share based compensation | 28 | 28 | 28 | ||||
Balance at Jun. 30, 2016 | $ 2,770 | $ 3 | $ 1,608 | $ 1,749 | $ (979) | $ 2,381 | $ 389 |
Balance, in shares at Jun. 30, 2016 | 273,000,000 |
General
General | 6 Months Ended |
Jun. 30, 2016 | |
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 2015 Annual Report on Form 10-K. 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 long term 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 , Delphi received a dividend of $4 million from one of its equity method investments. During the three and six months ended June 30, 2015 , Delphi received a dividend of $8 million from one of its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities. Investments in affiliates accounted for under the cost method totaled $26 million and $23 million as of June 30, 2016 and December 31, 2015 , 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 $1,345 million and $1,383 million as of June 30, 2016 and December 31, 2015 , 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 and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $34 million and $67 million for the three and six months ended June 30, 2016 and $23 million and $47 million for the three and six months ended June 30, 2015 , respectively. Goodwill —Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company 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 during the six months ended June 30, 2016 . Goodwill was $1,571 million and $1,539 million as of June 30, 2016 and December 31, 2015 , 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 for additional information. 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 year ended December 31, 2015, Delphi completed the divestitures of the Company's wholly owned Thermal Systems business and the Company's interest in its KDAC joint venture. During the six months ended June 30, 2016 , Delphi completed the divestiture of its interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Delphi's interests in the KDAC and SDAAC 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 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. 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 for additional information. 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 when 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 for additional information. 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 six months ended June 30, 2016 , respectively, and 22% and 22% for the three and six months ended June 30, 2015 , respectively. Percentage of Total Net Sales Accounts and Other Receivables Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2016 2015 2016 2015 (in millions) GM 14 % 14 % 14 % 14 % $ 374 $ 289 VW 9 % 8 % 8 % 8 % 198 186 Recently adopted accounting pronouncements —In April 2015, the FASB issued Accounting Standards Update ("ASU") 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. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and has classified $26 million and $28 million as of June 30, 2016 and December 31, 2015, respectively, of deferred debt issuance costs associated with term debt within long-term debt in the consolidated balance sheet. Deferred issuance costs associated with the Company’s Revolving Credit Facility of $9 million and $12 million as of June 30, 2016 and December 31, 2015, respectively, remain classified within other long-term assets. Refer to Note 8. Debt for further information. 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 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. Delphi adopted this guidance effective January 1, 2016, and has applied it to adjustments to provisional amounts resulting from business combinations for which the accounting was incomplete as of December 31, 2015. The adoption of this guidance did not have a significant impact on Delphi's financial statements. Refer to Note 17. Acquisitions and Divestitures for further information. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . This guidance requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The guidance is effective for interim and annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and applied the guidance prospectively. The adoption of this guidance did not have a significant impact on Delphi's financial statements, other than the classification of deferred tax liabilities and assets as long-term in accordance with the new presentation requirements. Recently issued accounting pronouncements not yet adopted —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 FASB has subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance. 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. The Company has not yet selected a transition method and continues to evaluate the effect of the standard on our ongoing financial reporting. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance makes targeted improvements to existing U.S. GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee's obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements, and anticipates the new guidance will significantly impact its consolidated financial statements as the Company has a significant number of leases. In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships and ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments . ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. ASU 2016-06 also clarifies the steps required to determine bifurcation of an embedded derivative. The new guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This guidance contains multiple updates related to the accounting and financial statement presentation of share-based payment transactions. Under the new guidance, excess tax benefits will be recognized as income tax expense in the period in which the awards vest, as opposed to being recognized in additional paid-in capital when the deduction reduces taxes payable. Excess tax benefits will be classified as an operating activity within the statement of cash flows, as opposed to a financing activity. The new guidance also clarifies that cash paid by an employer when withholding shares for tax withholding purposes should be classified as a financing activity, and also permits an accounting policy election for accruing compensation cost to either estimate the number of awards that are expected to vest, similar to current U.S. GAAP, or account for forfeitures when they occur. The new guidance is effective for fiscal years beginning after December 15, 2016. The method of transition is dependent on the particular provision within the new guidance. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
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: June 30, December 31, (in millions) Productive material $ 692 $ 634 Work-in-process 110 98 Finished goods 516 449 Total $ 1,318 $ 1,181 |
Assets
Assets | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Assets | ASSETS Other current assets consisted of the following: June 30, December 31, (in millions) Value added tax receivable $ 182 $ 198 Prepaid insurance and other expenses 60 78 Reimbursable engineering costs 67 55 Notes receivable 27 25 Income and other taxes receivable 46 44 Deposits to vendors 8 8 Derivative financial instruments (Note 14) 4 — Other 1 23 Total $ 395 $ 431 Other long-term assets consisted of the following: June 30, December 31, (in millions) Deferred income taxes, net $ 227 $ 238 Unamortized Revolving Credit Facility debt issuance costs (Note 8) 9 12 Income and other taxes receivable 75 54 Reimbursable engineering costs 29 43 Value added tax receivable 31 24 Cost method investments 26 23 Derivative financial instruments (Note 14) 2 — Other 65 65 Total $ 464 $ 459 |
Liabilities
Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Liabilities | LIABILITIES Accrued liabilities consisted of the following: June 30, December 31, (in millions) Payroll-related obligations $ 247 $ 221 Employee benefits, including current pension obligations 51 90 Income and other taxes payable 227 222 Warranty obligations (Note 6) 57 69 Restructuring (Note 7) 191 85 Customer deposits 30 36 Derivative financial instruments (Note 14) 71 108 Accrued interest 48 39 Other 353 334 Total $ 1,275 $ 1,204 Other long-term liabilities consisted of the following: June 30, December 31, (in millions) Environmental (Note 10) $ 5 $ 3 Extended disability benefits 8 8 Warranty obligations (Note 6) 61 62 Restructuring (Note 7) 34 46 Payroll-related obligations 9 9 Accrued income taxes 43 31 Deferred income taxes, net 275 252 Derivative financial instruments (Note 14) 6 21 Other 71 71 Total $ 512 $ 503 |
Warranty Obligations
Warranty Obligations | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 . The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of June 30, 2016 to be zero to $40 million . The table below summarizes the activity in the product warranty liability for the six months ended June 30, 2016 : Warranty Obligations (in millions) Accrual balance at beginning of period $ 131 Provision for estimated warranties incurred during the period 28 Changes in estimate for pre-existing warranties 8 Settlements made during the period (in cash or in kind) (49 ) Accrual balance at end of period $ 118 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2016 | |
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 they relate 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 $154 million and $189 million during the three and six months ended June 30, 2016 , respectively. These charges include the recognition of approximately $88 million of employee-related and other costs related to the initiation of the closure of a European manufacturing site within the Powertrain Systems segment in the second quarter of 2016. Cash payments for this restructuring action are expected to be principally completed in 2017 . Additionally, Delphi recognized non-cash asset impairment charges of $19 million in the second quarter of 2016 related to the initiation of this plant closure, which are recorded within cost of sales. Other restructuring charges incurred during the three months ended June 30, 2016 were primarily related to Delphi's on-going restructuring programs, which included $42 million for other programs focused on the continued rotation of our manufacturing footprint to low cost locations in Europe. Restructuring costs of approximately $17 million and $33 million were recorded during the three and six months ended June 30, 2015 , respectively. These charges were primarily related to Delphi's on-going restructuring programs focused on aligning manufacturing capacity and footprint with the current automotive production levels in Europe and South America. Additionally, the Company recorded $1 million and $2 million of restructuring costs within discontinued operations related to the Thermal Systems business during the three and six months ended June 30, 2015 , respectively. 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 $96 million and $65 million in the six months ended June 30, 2016 and 2015 , respectively. The following table summarizes the restructuring charges recorded for the three and six months ended June 30, 2016 and 2015 by operating segment: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Electrical/Electronic Architecture $ 17 $ 5 $ 35 $ 9 Powertrain Systems 126 8 135 14 Electronics and Safety 11 4 19 10 Total $ 154 $ 17 $ 189 $ 33 The table below summarizes the activity in the restructuring liability for the six months ended June 30, 2016 : Employee Termination Benefits Liability Other Exit Costs Liability Total (in millions) Accrual balance at January 1, 2016 $ 129 $ 2 $ 131 Provision for estimated expenses incurred during the period 184 5 189 Payments made during the period (96 ) — (96 ) Foreign currency and other 1 — 1 Accrual balance at June 30, 2016 $ 218 $ 7 $ 225 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of June 30, 2016 and December 31, 2015 , respectively: June 30, December 31, (in millions) Accounts receivable factoring $ 36 $ — 3.15%, senior notes, due 2020 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively) 645 645 5.00%, senior notes, due 2023 (net of $8 and $9 unamortized issuance costs, respectively) 792 791 4.15%, senior notes, due 2024 (net of $4 and $5 unamortized issuance costs and $2 and $2 discount, respectively) 694 693 1.50%, Euro-denominated senior notes, due 2025 (net of $5 and $5 unamortized issuance costs and $3 and $3 discount, respectively) 767 757 4.25%, senior notes, due 2026 (net of $4 and $4 unamortized issuance costs, respectively) 646 646 Tranche A Term Loan, due 2018 (net of $1 and $1 unamortized issuance costs, respectively) 399 399 Capital leases and other 87 77 Total debt 4,066 4,008 Less: current portion (97 ) (52 ) Long-term debt $ 3,969 $ 3,956 Credit Agreement Delphi Corporation (the "Issuer") entered into a credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent (the "Administrative Agent"), under which it maintains senior secured credit facilities currently consisting of a term loan (the “Tranche A Term Loan”) and a revolving credit facility of $1.5 billion (the “Revolving Credit Facility”). The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions. The Tranche A Term Loan and the Revolving Credit Facility mature on March 1, 2018. The Credit Agreement also includes an accordion feature that permits the Issuer to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion (or a greater amount based upon a formula set forth in the Credit Agreement) upon the Issuer's request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent and existing lenders. As of June 30, 2016 , there were no amounts drawn on the Revolving Credit Facility and approximately $7 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 the Issuer'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: June 30, 2016 December 31, 2015 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). The Issuer may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of June 30, 2016 , the Issuer selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of June 30, 2016 , as detailed in the table below, was based on the Issuer's current credit rating and the Applicable Rate for the Credit Agreement: Borrowings as of June 30, 2016 Rate effective as of Applicable Rate (in millions) June 30, 2016 Tranche A Term Loan LIBOR plus 1.00% $ 400 1.50 % All principal payment obligations with respect to the Tranche A Term Loan 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 June 30, 2016 . The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens, to dispose of certain 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 June 30, 2016 . The Company has 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, as well as for the release of security interests and guarantees of additional subsidiaries of Delphi Automotive PLC that are not direct or indirect parent companies of the Issuer. Such covenants and prepayment obligations are required to be reinstated, and 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. As of June 30, 2016 , 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. Refer to Note 19. Supplemental Guarantor and Non-Guarantor Condensed Consolidating Financial Statements for additional information. Senior Unsecured 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”). The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the 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 redemption of the 2011 Senior Notes, Delphi recognized a loss on debt extinguishment of approximately $52 million during the six months ended June 30, 2015 within other income (expense), net in the consolidated statement of operations. 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 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. On November 19, 2015, Delphi Automotive PLC issued $1.3 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $650 million of 3.15% senior unsecured notes due 2020 (the "3.15% Senior Notes") and $650 million of 4.25% senior unsecured notes due 2026 (the "4.25% Senior Notes") (collectively, the "2015 Senior Notes"). The 3.15% Senior Notes were priced at 99.784% of par, resulting in a yield to maturity of 3.197% , and the 4.25% Senior Notes were priced at 99.942% of par, resulting in a yield to maturity of 4.256% . The proceeds were primarily utilized to fund a portion of the cash consideration for the acquisition of HellermannTyton Group PLC ("HellermannTyton"), as further described in Note. 17. Acquisitions and Divestitures, and for general corporate purposes, including the payment of fees and expenses associated with the HellermannTyton acquisition and the related financing transaction. Delphi incurred approximately $8 million of issuance costs in connection with the 2015 Senior Notes. Interest on the 3.15% Senior Notes is payable semi-annually on May 19 and November 19 of each year to holders of record at the close of business on May 4 or November 4 immediately preceding the interest payment date. Interest on the 4.25% Senior Notes is payable semi-annually on January 15 and July 15 of each year to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date. 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 June 30, 2016 , 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 and 2015 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. Refer to Note 19. Supplemental Guarantor and Non-Guarantor Condensed Consolidating Financial Statements for additional information. Other Financing Receivable factoring —Delphi maintains a €400 million European accounts receivable factoring facility, of which €350 million is available on a committed basis. This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This program began in July 2013 with an original term of 4 years, and will automatically renew on an indefinite basis unless terminated by either party. Borrowings bear interest at LIBOR plus 1.05% for borrowings denominated in pounds sterling and Euro Interbank Offered Rate ("EURIBOR") plus 0.80% for borrowings denominated in Euros. As of June 30, 2016 and December 31, 2015 , $36 million and $0 million , respectively, were outstanding under the European accounts receivable factoring facility. As of June 30, 2016 , the interest rate effective on these borrowings was approximately 0.51% , based on the mix of currencies borrowed. Amounts drawn as of June 30, 2016 were principally related to managing working capital requirements. The Company has entered into arrangements with various financial institutions to sell eligible trade receivables from certain aftermarket customers in North America. These arrangements can be terminated at any time subject to prior written notice. The receivables under these arrangements are sold without recourse to the Company and are therefore accounted for as true sales. During the three and six months ended June 30, 2016 , $43 million and $75 million of receivables were sold under these arrangements, and expenses of less than $1 million and $2 million , respectively, were recognized within interest expense. During the three and six months ended June 30, 2015 , $27 million and $54 million of receivables were sold under these arrangements, and expenses of less than $1 million and $1 million , respectively, were recognized. Capital leases and other —As of June 30, 2016 and December 31, 2015 , approximately $87 million and $77 million , respectively, of other debt issued by certain non-U.S. subsidiaries and capital lease obligations were outstanding. Interest —Cash paid for interest related to debt outstanding totaled $67 million and $57 million for the six months ended June 30, 2016 and 2015 , respectively. |
Pension Benefits
Pension Benefits | 6 Months Ended |
Jun. 30, 2016 | |
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 for the three and six months ended June 30, 2016 and 2015 , including amounts attributable to discontinued operations in the prior period: Non-U.S. Plans U.S. Plans Three Months Ended June 30, 2016 2015 2016 2015 (in millions) Service cost $ 13 $ 14 $ — $ — Interest cost 17 18 1 1 Expected return on plan assets (18 ) (18 ) — — Settlement loss — 3 — — Amortization of actuarial losses 3 5 — — Net periodic benefit cost $ 15 $ 22 $ 1 $ 1 Non-U.S. Plans U.S. Plans Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Service cost $ 25 $ 29 $ — $ — Interest cost 34 39 1 1 Expected return on plan assets (36 ) (38 ) — — Settlement loss — 3 — — Amortization of actuarial losses 7 9 — — Net periodic benefit cost $ 30 $ 42 $ 1 $ 1 Other postretirement benefit obligations were approximately $3 million and $3 million at June 30, 2016 and December 31, 2015 , respectively. Effective January 1, 2016, the Company changed the method used to estimate the service and interest cost components of net periodic benefit cost for pension and other postretirement benefit plans that utilize a yield curve approach. Historically, the Company estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. The Company elected to utilize a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. The Company made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This change does not affect the measurement of the total benefit obligations. The Company has accounted for this change as a change in accounting estimate and accordingly accounted for it on a prospective basis. The expected reduction in annual service and interest costs associated with this change in estimate is less than $10 million . |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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. 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 (the "Bankruptcy Court") 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 June 30, 2016 to be substantially below the $7.2 billion threshold, and intends to vigorously contest the allegations set forth in the complaint. In May 2016, the Bankruptcy Court denied both parties' motions for summary judgment and discovery commenced regarding the parties' intent with respect to the redemptions of the GM and PBGC membership interests. 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 June 30, 2016 . The Company estimates the range of reasonably possible loss related to this matter to be zero to $300 million . Brazil Matters Delphi conducts 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 June 30, 2016 , 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 June 30, 2016 , claims totaling approximately $175 million (using June 30, 2016 foreign currency rates) have been asserted against Delphi in Brazil. As of June 30, 2016 , the Company maintains accruals for these asserted claims of $30 million (using June 30, 2016 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. The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to $145 million . 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 June 30, 2016 and December 31, 2015 , the undiscounted reserve for environmental investigation and remediation was approximately $6 million (of which $1 million was recorded in accrued liabilities and $5 million was recorded in other long-term liabilities) and $4 million (of which $1 million was recorded in accrued liabilities and $3 million was recorded in other long-term liabilities), respectively. Additionally, as of December 31, 2015 there was $6 million of undiscounted reserve for environmental investigation and remediation attributable to discontinued operations 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 June 30, 2016 , the difference between the recorded liabilities and the reasonably possible range of potential loss was not material. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
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 as 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 six months ended June 30, 2016 and 2015 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (dollars in millions) Income tax expense $ 84 $ 80 $ 159 $ 141 Effective tax rate 24 % 18 % 21 % 17 % The Company’s effective tax rate from continuing operations was impacted by unfavorable geographic income mix in 2016 as compared to 2015, primarily due to changes in the underlying operations of the business and losses recorded in foreign jurisdictions for which no tax benefit can be recognized due to a valuation allowance. A significant portion of the unbenefited losses resulted from restructuring charges recorded related to the initiation of a plant closure of a European manufacturing site within the Powertrain Systems segment in the second quarter of 2016, as more fully described in Note 7. Restructuring. Additionally, the Company's effective tax rate was impacted by the expiration of tax incentives for certain Chinese subsidiaries related to Hi-Tech Enterprise ("HNTE") status in 2016, which previously made these subsidiaries eligible for a reduced corporate income tax rate. Applications for new 6-year HNTE grants are not permitted prior to the expiration of the prior grants, and Delphi is in the process of making timely submissions pursuant to local requirements. Approval of the applications has historically been obtained in the year of application, at which point these entities would be entitled to use the reduced HNTE income tax rate retroactive to the expiration date of the prior grants. The income tax accounting effect, including the retroactive effect, of a change in tax status is accounted for on the date of approval. Until such time, the income of these subsidiaries is subject to the statutory Chinese corporate income tax rate. The Company’s effective tax rate from continuing operations was also impacted by the tax (benefit) expense associated with unusual or infrequent items for the respective interim periods as illustrated in the following table: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Withholding taxes $ (4 ) $ (1 ) $ (4 ) $ (1 ) Other change in tax reserves (1) (1 ) 3 — 4 Other adjustments (2) 1 1 5 1 Income tax (benefit) expense associated with unusual or infrequent items $ (4 ) $ 3 $ 1 $ 4 (1) For the three and six months ended June 30, 2016 and June 30, 2015 , the tax (benefit) and expense, respectively, primarily relates to adjustments in tax reserves which were individually insignificant. (2) For the three and six months ended June 30, 2016 and June 30, 2015 , the tax expense primarily relates to provision to return adjustments and other items which were individually insignificant. Delphi Automotive PLC is a U.K. resident taxpayer and 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 $157 million and $149 million for the six months ended June 30, 2016 and 2015 respectively. 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 applied 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 was treated as a domestic corporation for U.S. federal income tax purposes, the Company also expected that, although Delphi Automotive PLC is incorporated under the laws of Jersey and a tax resident in the U.K., it would also have been treated as a domestic corporation for U.S. federal income tax purposes. If these entities were treated as domestic corporations for U.S. federal income tax purposes, the Company would have been 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. Delphi contested the conclusions reached in the NOPA through the IRS’s administrative appeals process, and on April 8, 2016, the IRS Office of Appeals issued fully-executed Forms 870-AD, concluding that Section 7874(b) does not apply to Delphi, and therefore no adjustments for the tax years subject to the appeals process (2009 and 2010) are necessary. Consistent with the IRS’s determination and conclusion related to this matter, Delphi Automotive PLC will continue to prepare and file its financial statements and tax filings as a U.K. tax-resident. |
Shareholders' Equity And Net In
Shareholders' Equity And Net Income Per Share | 6 Months Ended |
Jun. 30, 2016 | |
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 diluted 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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions, except per share data) Numerator: Income from continuing operations $ 258 $ 350 $ 578 $ 638 Income from discontinued operations — 295 105 216 Net income attributable to Delphi $ 258 $ 645 $ 683 $ 854 Denominator: Weighted average ordinary shares outstanding, basic 272.92 287.77 274.77 289.33 Dilutive shares related to restricted stock units ("RSUs") 0.45 1.08 0.43 0.99 Weighted average ordinary shares outstanding, including dilutive shares 273.37 288.85 275.20 290.32 Basic net income per share: Continuing operations $ 0.95 $ 1.22 $ 2.10 $ 2.21 Discontinued operations — 1.02 0.38 0.74 Basic net income per share attributable to Delphi $ 0.95 $ 2.24 $ 2.48 $ 2.95 Diluted net income per share: Continuing operations $ 0.94 $ 1.21 $ 2.10 $ 2.20 Discontinued operations — 1.02 0.38 0.74 Diluted net income per share attributable to Delphi $ 0.94 $ 2.23 $ 2.48 $ 2.94 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 six months ended June 30, 2016 and 2015 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total number of shares repurchased 894,209 3,649,419 6,492,425 6,882,565 Average price paid per share $ 72.69 $ 85.72 $ 66.95 $ 80.30 Total (in millions) $ 65 $ 313 $ 435 $ 553 As of June 30, 2016 , approximately $72 million of share repurchases remained 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. New Share Repurchase Program In April 2016, the Board of Directors authorized a new share repurchase program of up to $1.5 billion of ordinary shares. 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. This program will commence following the completion of the Company's January 2015 share repurchase program described above. Dividends The Company has declared and paid cash dividends per ordinary share during the periods presented as follows: Dividend Amount Per Share (in millions) 2016: Second quarter $ 0.29 $ 79 First quarter 0.29 80 Total $ 0.58 $ 159 2015: Fourth quarter $ 0.25 $ 70 Third quarter 0.25 71 Second quarter 0.25 72 First quarter 0.25 73 Total $ 1.00 $ 286 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 June 30, 2016 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 | 6 Months Ended |
Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [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 six months ended June 30, 2016 and 2015 are shown below. Other comprehensive income includes activity relating to discontinued operations. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Foreign currency translation adjustments: Balance at beginning of period $ (625 ) $ (565 ) $ (661 ) $ (333 ) Aggregate adjustment for the period (1) (53 ) 60 (17 ) (172 ) Balance at end of period (678 ) (505 ) (678 ) (505 ) Gains (losses) on derivatives: Balance at beginning of period (83 ) (82 ) (106 ) (78 ) Other comprehensive income before reclassifications (net tax effect of $5, $8, $7 and $14) 1 (27 ) (5 ) (50 ) Reclassification to income (net tax effect of $7, $8, $16, and $13) 25 25 54 44 Balance at end of period (57 ) (84 ) (57 ) (84 ) Pension and postretirement plans: Balance at beginning of period (261 ) (303 ) (266 ) (330 ) Other comprehensive income before reclassifications (net tax effect of $3, $3, $4, and $1) 14 (12 ) 16 12 Reclassification to income (net tax effect of $1, $0, $1, and $1) 3 7 6 10 Balance at end of period (244 ) (308 ) (244 ) (308 ) Accumulated other comprehensive loss, end of period $ (979 ) $ (897 ) $ (979 ) $ (897 ) (1) Includes gains (losses) of $17 million and $(8) million for the three and six months ended June 30, 2016 , and $(19) million and $(21) million for the three and six months ended June 30, 2015 , respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges. Reclassifications from accumulated other comprehensive income to income for the three and six months ended June 30, 2016 and 2015 were as follows: Reclassification Out of Accumulated Other Comprehensive Income Details About Accumulated Other Comprehensive Income Components Three Months Ended June 30, Six Months Ended June 30, Affected Line Item in the Statement of Operations 2016 2015 2016 2015 (in millions) Gains (losses) on derivatives: Commodity derivatives $ (11 ) $ (11 ) $ (25 ) $ (21 ) Cost of sales Foreign currency derivatives (21 ) (22 ) (45 ) (36 ) Cost of sales (32 ) (33 ) (70 ) (57 ) Income before income taxes 7 8 16 13 Income tax expense (25 ) (25 ) (54 ) (44 ) Net income — — — — Net income attributable to noncontrolling interest $ (25 ) $ (25 ) $ (54 ) $ (44 ) Net income attributable to Delphi Pension and postretirement plans: Actuarial losses $ (4 ) $ (5 ) $ (7 ) $ (9 ) (1) Settlement loss — (2 ) — (2 ) (1) (4 ) (7 ) (7 ) (11 ) Income before income taxes 1 — 1 1 Income tax expense (3 ) (7 ) (6 ) (10 ) Net income — — — — Net income attributable to noncontrolling interest $ (3 ) $ (7 ) $ (6 ) $ (10 ) Net income attributable to Delphi Total reclassifications for the period $ (28 ) $ (32 ) $ (60 ) $ (54 ) (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 | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVES AND HEDGING ACTIVITIES Cash Flow Hedges 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 June 30, 2016 , the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts designated as cash flow hedges that were entered into to hedge forecasted exposures: Commodity Quantity Hedged Unit of Measure Notional Amount (in thousands) (in millions) Copper 54,580 pounds $ 115 Foreign Currency Quantity Hedged Unit of Measure Notional Amount (Approximate USD Equivalent) (in millions) Mexican Peso 9,798 MXN $ 520 Chinese Yuan Renminbi 2,059 RMB 310 Polish Zloty 318 PLN 80 New Turkish Lira 189 TRY 65 Hungarian Forint 17,281 HUF 60 The Company had additional commodity and foreign currency forward contracts designated as cash flow hedges with notional amounts that individually amounted to less than $10 million . As of June 30, 2016 , Delphi has entered into derivative instruments to hedge cash flows extending out to June 2018. Gains and losses on derivatives qualifying as cash flow hedges are recorded in other comprehensive income ("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 June 30, 2016 were approximately $83 million (approximately $62 million , net of tax). Of this total, approximately $77 million of losses are expected to be included in cost of sales within the next 12 months and $6 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 six months ended June 30, 2016 and 2015 . Cash flows from derivatives used to manage commodity and foreign exchange risks are classified as operating activities within the consolidated statement of cash flows. Net Investment Hedges The Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including foreign currency forward contracts and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within OCI to offset changes in the value of the net investment in these foreign currency-denominated operations. Any ineffective portion of gains or losses on net investment hedges are reclassified to other income (expense), net within the consolidated statement of operations. Gains and losses reported in accumulated other comprehensive income (loss) are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. Cash flows from derivatives designated as net investment hedges are classified as investing activities within the consolidated statement of cash flows. During the first quarter of 2016, the Company entered into a forward contract with a notional amount of 2.4 billion Chinese Yuan Renminbi ("RMB") (approximately $370 million , using March 31, 2016 foreign currency rates) that was designated as a net investment hedge of the foreign currency exposure of its investments in certain RMB-denominated wholly-owned subsidiaries. This forward contract matured in May 2016 , and the Company paid $1 million at settlement. During the second quarter of 2016, the Company entered into forward contracts with notional amounts totaling 2.4 billion RMB (approximately $355 million , using June 30, 2016 foreign currency rates) that were designated as net investment hedges of the foreign currency exposure of its investments in certain RMB-denominated wholly-owned subsidiaries. These contracts mature in November 2016 . Refer to the tables below for details of the fair value recorded in the consolidated balance sheet and the effects recorded in the consolidated statement of operations and consolidated statement of comprehensive income related to these derivative instruments. The Company has designated the €700 million 2015 Euro-denominated Senior Notes, as more fully described in Note 8. Debt, as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Due to changes in the value of the Euro-denominated debt designated as a net investment hedge, during the three and six months ended June 30, 2016 , $16 million and $(9) million , respectively, of gains (losses) were recognized within the cumulative translation adjustment component of OCI. During the three and six months ended June 30, 2015 , $19 million and $21 million , respectively, of losses were recognized within the cumulative translation adjustment component of OCI related to this net investment hedge. Cumulative losses included in accumulated OCI on this net investment hedge were $15 million as of June 30, 2016 and $5 million as of December 31, 2015 , which were due to the strengthening of the Euro relative to the U.S. dollar over the term of this arrangement. There were no amounts reclassified or recognized for ineffectiveness during the three and six months ended June 30, 2016 or 2015 . Derivatives Not Designated as Hedges The Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other income (expense), net and cost of sales in the consolidated statement of operations. 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 . Subsequently, in conjunction with the closing of the acquisition, Delphi entered into offsetting option contracts. Pursuant to the requirements of ASC 815, Derivatives and Hedging , the options did not qualify as hedges for accounting purposes. The Company paid $15 million to settle these options during the six months ended June 2016 , which is reflected within investing activities in the consolidated statement of cash flows. Fair Value of Derivative Instruments in the Balance Sheet The fair value of derivative financial instruments recorded in the consolidated balance sheets as of June 30, 2016 and December 31, 2015 are as follows: Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet Balance Sheet Location June 30, Balance Sheet Location June 30, June 30, (in millions) Derivatives designated as cash flow hedges: Commodity derivatives Other current assets $ — Accrued liabilities $ 19 Foreign currency derivatives* Accrued liabilities 4 Accrued liabilities 54 (50 ) Commodity derivatives Other long-term assets — Other long-term liabilities 1 Foreign currency derivatives* Other long-term assets 2 Other long-term assets — 2 Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 6 (5 ) Derivatives designated as net investment hedges: Foreign currency derivatives Other current assets $ 4 Accrued liabilities $ — Total derivatives designated as hedges $ 11 $ 80 Derivatives not designated: Commodity derivatives Other current assets $ — Accrued liabilities $ 1 Foreign currency derivatives* Accrued liabilities 2 Accrued liabilities 3 (1 ) Total derivatives not designated as hedges $ 2 $ 4 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) Derivatives designated as cash flow hedges: Commodity derivatives Other current assets $ — Accrued liabilities $ 39 Foreign currency derivatives* Accrued liabilities 3 Accrued liabilities 69 $ (66 ) Commodity derivatives Other long-term assets — Other long-term liabilities 10 Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 12 (11 ) Total derivatives designated as hedges $ 4 $ 130 Derivatives not designated: Commodity derivatives Other current assets $ — Accrued liabilities $ 2 Foreign currency derivatives* Accrued liabilities 2 Accrued liabilities 3 (1 ) Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 1 — Total derivatives not designated as hedges $ 3 $ 6 * 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 June 30, 2016 and December 31, 2015 . Effect of Derivatives on the Statement of Operations and Statement of Comprehensive Income 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 June 30, 2016 is as follows: Three Months Ended June 30, 2016 Gain (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) Derivatives designated as cash flow hedges: Commodity derivatives $ 1 $ (11 ) $ — Foreign currency derivatives (14 ) (21 ) — Derivatives designated as net investment hedges: Foreign currency derivatives 9 — — Total $ (4 ) $ (32 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives — Total $ — 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 June 30, 2015 is as follows: Three Months Ended June 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) Derivatives designated as cash flow hedges: Commodity derivatives $ (11 ) $ (8 ) $ — Foreign currency derivatives (21 ) (18 ) — Total $ (32 ) $ (26 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ (3 ) Foreign currency derivatives (4 ) Total $ (7 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2016 is as follows: Six Months Ended June 30, 2016 Gain (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) Derivatives designated as cash flow hedges: Commodity derivatives $ 4 $ (25 ) $ — Foreign currency derivatives (20 ) (45 ) — Derivatives designated as net investment hedges: Foreign currency derivatives 4 — — Total $ (12 ) $ (70 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (2 ) Total $ (2 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2015 is as follows: Six Months Ended June 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) Derivatives designated as cash flow hedges: Commodity derivatives $ (25 ) $ (18 ) $ — Foreign currency derivatives (39 ) (32 ) — Total $ (64 ) $ (50 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ (3 ) Foreign currency derivatives (5 ) Total $ (8 ) 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 six months ended June 30, 2016 and 2015 . 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 six months ended June 30, 2016 and 2015 . |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Measurements on a Recurring Basis Derivative instruments —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 June 30, 2016 and December 31, 2015 , Delphi was in a net derivative liability position of $71 million and $129 million , respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Delphi’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives. Contingent consideration —As described in Note 17. Acquisitions and Divestitures, as of June 30, 2016 , additional contingent consideration may be earned as a result of Delphi's acquisition agreements for Control-Tec LLC ("Control-Tec"), 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, as a result of actual earnings levels achieved or in the discount rates used to determine the present value of contingent future cash flows. As of June 30, 2016 , the range of periods in which the earn-out provisions may be achieved is from 2016 to 2018 . The Company regularly reviews these assumptions and makes adjustments to the fair value measurements as required by facts and circumstances. As of June 30, 2016 and December 31, 2015 , the liability for contingent consideration was $33 million (of which $2 million was classified within other current liabilities and $31 million was classified within other long-term liabilities) and $32 million (of which was $2 million classified within other current liabilities and $30 million was classified within other long-term liabilities). 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 June 30, 2016 and December 31, 2015 , 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 June 30, 2016 Foreign currency derivatives $ 6 $ — $ 6 $ — Total $ 6 $ — $ 6 $ — As of December 31, 2015: Foreign currency derivatives $ — $ — $ — $ — Total $ — $ — $ — $ — As of June 30, 2016 and December 31, 2015 , 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 June 30, 2016 Commodity derivatives $ 21 $ — $ 21 $ — Foreign currency derivatives 56 — 56 — Contingent consideration 33 — — 33 Total $ 110 $ — $ 77 $ 33 As of December 31, 2015: Commodity derivatives $ 51 $ — $ 51 $ — Foreign currency derivatives 78 — 78 — Contingent consideration 32 — — 32 Total $ 161 $ — $ 129 $ 32 The changes in the contingent consideration liability classified as a Level 3 measurement for the six months ended June 30, 2016 were as follows: Contingent Consideration Liability (in millions) Fair value at beginning of period $ 32 Additions — Payments — Interest accretion 1 Fair value at end of period $ 33 Non-derivative financial instruments —Delphi’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as 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 and all series of outstanding 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 June 30, 2016 and December 31, 2015 , total debt was recorded at $4,066 million and $4,008 million , respectively, and had estimated fair values of $4,256 million and $4,025 million , respectively. For all other financial instruments recorded at June 30, 2016 and December 31, 2015 , 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 six months ended June 30, 2016 , Delphi recorded non-cash asset impairment charges totaling $22 million within cost of sales related to declines in the fair values of certain fixed assets, $19 million of which related to the initiation of a plant closure of a European manufacturing site within the Powertrain Systems segment in the second quarter of 2016, as further described in Note 7. Restructuring. During the three and six months ended June 30, 2015 , Delphi recorded non-cash asset impairment charges of $4 million and $6 million , respectively, in cost of sales related to declines in the fair values of certain fixed assets. 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. 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 six months ended June 30, 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, in September 2015 the Company closed the sale of this interest for net cash proceeds of $70 million . As a result, the Company recorded a net loss of $41 million on the KDAC divestiture within income from discontinued operations in 2015, which includes the $88 million impairment loss recorded in the six months ended June 2015 . |
Other Income, Net
Other Income, Net | 6 Months Ended |
Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | OTHER INCOME, NET Other (expense) income, net included: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Interest income $ — $ 1 $ 1 $ 2 Loss on extinguishment of debt — — — (52 ) Costs associated with acquisitions — (1 ) — (1 ) Other, net (2 ) (2 ) 1 (5 ) Other (expense) income, net $ (2 ) $ (2 ) $ 2 $ (56 ) As further discussed in Note 8. Debt, during the six months ended June 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 . |
Acquisitions And Divestitures
Acquisitions And Divestitures | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Acquisition of PureDepth, Inc. On March 23, 2016 , Delphi acquired 100% of the equity interests of PureDepth, Inc. ("PureDepth"), a leading provider of 3D display technology, for approximately $15 million . The results of operations of PureDepth are reported within the Electronics and Safety 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 first quarter of 2016. The preliminary purchase price and related allocation to the acquired net assets of PureDepth based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 15 Intangible assets $ 10 Goodwill resulting from purchase 5 Total purchase price allocation $ 15 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. The fair value of these assets was based on third-party valuations and management's estimates, generally utilizing income and market approaches. The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding revisions of provisional estimates of fair values, including, but not limited to, the completion of independent valuations related to intangible assets. 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 were presented. Acquisition of HellermannTyton Group PLC On December 18, 2015 , pursuant to the terms of a recommended offer made on July 30, 2015 , Delphi completed the acquisition of 100% of the issued ordinary share capital of HellermannTyton Group PLC ("HellermannTyton"), a public limited company based in the United Kingdom, and a leading global manufacturer of high-performance and innovative cable management solutions. Delphi paid 480 pence per HellermannTyton share, totaling approximately $1.5 billion in aggregate, net of cash acquired. Approximately $242 million of HellermannTyton outstanding debt to third-party creditors was assumed and subsequently paid off. HellermannTyton had 2014 sales of approximately £600 million (approximately 6% of which were to Delphi and will be eliminated on a consolidated basis). Upon completing the acquisition, Delphi incurred transaction related expenses totaling approximately $23 million , which were recorded within other income (expense), net in the statement of operations in the fourth quarter of 2015. 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 2015. As a result of additional information obtained, changes to the preliminary fair values of certain property, plant and equipment, definite-lived intangible assets and other assets purchased and liabilities assumed, including contingent tax liabilities, from the amounts disclosed as of December 31, 2015 were recorded during the six months ended June 30, 2016 , resulting in a net adjustment to goodwill of $8 million . These adjustments did not result in significant effects to the consolidated statement of operations for the six months ended June 30, 2016 . The preliminary purchase price and related allocation to the acquired net assets of HellermannTyton based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration, net of cash acquired $ 1,534 Debt and pension liabilities assumed 258 Total consideration, net of cash acquired $ 1,792 Property, plant and equipment $ 328 Indefinite-lived intangible assets 128 Definite-lived intangible assets 557 Other liabilities, net (85 ) Identifiable net assets acquired 928 Goodwill resulting from purchase 864 Total purchase price allocation $ 1,792 Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of HellermannTyton, and is not deductible for tax purposes. Intangible assets primarily include $128 million recognized for the fair value of the acquired trade name, which has an indefinite useful life, $454 million of customer-based assets with approximate useful lives of 13 years and $103 million of technology-related assets with approximate useful lives of 13 years. The valuation of the intangible assets acquired was based on third-party valuations, management's estimates, available information and reasonable and supportable assumptions. The fair value of the acquired trade name and the technology-related assets was generally estimated utilizing the relief from royalty method under the income approach, and the fair value of customer-based assets was generally estimated utilizing the multi-period excess earnings method. The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to property, plant and equipment and intangible assets, and certain tax attributes. The results of operations of HellermannTyton are reported within the Electrical/Electronic Architecture segment from the date of acquisition. 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 were presented. Acquisition financing Delphi financed the cash payment required to close the acquisition of HellermannTyton primarily with the net proceeds received from the offering of $1.3 billion of 2015 Senior Notes, as further described in Note 8. Debt, with the remainder of the purchase price funded with cash on hand that was received from the sale of the Company's Thermal Systems business, as further described below. Prior to the transaction closing, in connection with the offer to acquire HellermannTyton in July 2015, £540 million ( $844 million using July 30, 2015 foreign currency rates) was placed on deposit for purposes of satisfying a portion of the consideration required to effect the acquisition. Acquisition of Control-Tec LLC On November 30, 2015 , Delphi acquired 100% of the equity interests of Control-Tec LLC ("Control-Tec"), a leading provider of telematics and cloud-hosted data analytics solutions, for a purchase price of $104 million at closing and an additional cash payment of up to $40 million contingent upon the achievement of certain financial performance metrics over a future 3 -year period. The range of the undiscounted amounts the Company could be required to pay under this arrangement is between $0 and $40 million . As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $20 million . Refer to Note 15. Fair Value of Financial Instruments for additional information regarding the measurement of the contingent consideration liability. The results of operations of Control-Tec are reported within the Electronics and Safety segment from the date of acquisition. The Company acquired Control-Tec utilizing cash on hand. 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 2015. The preliminary purchase price and related allocation to the acquired net assets of Control-Tec based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration, net of cash acquired $ 104 Purchase price, fair value of contingent consideration 20 Total purchase price, net of cash acquired $ 124 Intangible assets $ 66 Other assets, net 4 Identifiable net assets acquired 70 Goodwill resulting from purchase 54 Total purchase price allocation $ 124 Intangible assets primarily include amounts recognized for the fair value of the acquired trade name as well as customer-based and technology-related assets, and will be amortized over their estimated useful lives of approximately 10 years. The fair value of these assets was based on third-party valuations and management's estimates, generally utilizing income and market approaches. The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to property, plant and equipment and intangible assets, and certain tax attributes. 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 were presented. 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 during the third quarter of 2015. 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 acquisition date 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 Other liabilities, net (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 were presented. Exit of Argentina Businesses On December 10, 2015, Delphi completed the exit of its Electronics business located in Argentina, which was previously reported within the Electronics and Safety segment. The net sales of this business in 2015 prior to the divestiture were approximately $34 million . Delphi recognized a pre-tax loss on the divestiture of this business of $33 million within cost of sales in the fourth quarter of 2015, which included a cash payment by Delphi to the buyer of $7 million . On April 21, 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 pre-tax 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 these businesses, including the losses on divestiture, were not significant to the consolidated financial statements for any period presented, and the disposals did not meet the discontinued operations criteria. Sale of Reception Systems Business On July 31, 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 within cost of sales in the third quarter of 2015. 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. 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, and on March 31, 2016, Delphi completed the sale of its interest in its SDAAC joint venture. Delphi's interests in the SDAAC and KDAC joint ventures were previously reported within the Thermal Systems segment. Accordingly, the results of the Thermal Systems business are classified as discontinued operations for all periods presented. Refer to Note 21. Discontinued Operations for further disclosure related to the Company's discontinued operations, including details of the divestiture transactions. 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. An additional $3 million investment in Quanergy was made during the first quarter of 2016. The Company's investments are accounted for under the cost method. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
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 2016 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. Historical amounts disclosed within this note include amounts attributable to the Company's discontinued operations, unless otherwise noted. Board of Director Awards 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 vested on April 27, 2016, and 24,542 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 . 1,843 ordinary shares were withheld to cover the minimum U.K. withholding taxes. On April 28, 2016, Delphi granted 27,238 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 28, 2016. The RSUs will vest on April 26, 2017, the day before the 2017 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 2016 Grant 2013 - 2015 Grants 2012 Grant Average return on net assets (1) 50% 50% 50% Cumulative net income 25% N/A 30% Cumulative earnings per share (2) N/A 30% N/A Relative total shareholder return (3) 25% 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 Grant Date Fair Value Time-Based Award Vesting Dates Performance-Based Award Vesting Date (in millions) February 2012 1.88 $ 59 Annually on anniversary of grant date, 2013 - 2015 December 31, 2014 February 2013 1.45 60 Annually on anniversary of grant date, 2014 - 2016 December 31, 2015 February 2014 0.78 53 Annually on anniversary of grant date, 2015 - 2017 December 31, 2016 February 2015 0.90 76 Annually on anniversary of grant date, 2016 - 2018 December 31, 2017 February 2016 0.71 48 Annually on anniversary of grant date, 2017 - 2019 December 31, 2018 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. The grant date fair value of the RSUs is determined based on the target number of awards issued, 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. 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. In February 2016, under the time-based vesting terms of the 2013, 2014 and 2015 grants, 395,744 ordinary shares were issued to Delphi executives at a fair value of approximately $24 million , of which 146,726 ordinary shares were withheld to cover minimum withholding taxes. The performance-based RSUs associated with the 2013 grant vested at the completion of a three-year performance period on December 31, 2015, and in the first quarter of 2016, 1,265,339 ordinary shares were issued to Delphi executives at a fair value of approximately $77 million , of which 512,371 ordinary shares were withheld to cover minimum withholding taxes. A summary of RSU activity, including award grants, vesting and forfeitures is provided below: RSUs Weighted Average Grant Date Fair Value (in thousands) Nonvested, January 1, 2016 1,980 $ 74.66 Granted 865 67.83 Vested (452 ) 57.96 Forfeited (131 ) 75.17 Nonvested, June 30, 2016 2,262 75.35 Delphi recognized compensation expense of $10 million ( $8 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 June 30, 2016 and 2015 , respectively. Delphi recognized compensation expense of $27 million ( $21 million , net of tax) and $35 million ( $27 million , net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the six months ended June 30, 2016 and 2015 , 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 June 30, 2016 , unrecognized compensation expense on a pre-tax basis of approximately $112 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the six months ended June 30, 2016 and 2015 , respectively, approximately $40 million and $58 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 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 Operation s Three Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,206 $ — $ 4,206 Operating expenses: Cost of sales — — — 3,348 — 3,348 Selling, general and administrative 35 — — 244 — 279 Amortization — — — 34 — 34 Restructuring — — — 154 — 154 Total operating expenses 35 — — 3,780 — 3,815 Operating (loss) income (35 ) — — 426 — 391 Interest (expense) income (50 ) (8 ) (50 ) (20 ) 87 (41 ) Other income (expense), net — 31 16 38 (87 ) (2 ) (Loss) income from continuing operations before income taxes and equity income (85 ) 23 (34 ) 444 — 348 Income tax benefit (expense) — — 12 (96 ) — (84 ) (Loss) income from continuing operations before equity income (85 ) 23 (22 ) 348 — 264 Equity in net income of affiliates — — — 7 — 7 Equity in net income (loss) of subsidiaries 343 327 147 — (817 ) — Income from continuing operations 258 350 125 355 (817 ) 271 Income from discontinued operations, net of tax — — — — — — Net income (loss) 258 350 125 355 (817 ) 271 Net income attributable to noncontrolling interest — — — 13 — 13 Net income (loss) attributable to Delphi $ 258 $ 350 $ 125 $ 342 $ (817 ) $ 258 Statement of Operations Six Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 8,257 $ — $ 8,257 Operating expenses: Cost of sales — — — 6,613 — 6,613 Selling, general and administrative 64 — — 492 — 556 Amortization — — — 67 — 67 Restructuring — — — 189 — 189 Total operating expenses 64 — — 7,361 — 7,425 Operating (loss) income (64 ) — — 896 — 832 Interest (expense) income (96 ) (16 ) (101 ) (39 ) 170 (82 ) Other income (expense), net — 62 33 77 (170 ) 2 (Loss) income from continuing operations before income taxes and equity income (160 ) 46 (68 ) 934 — 752 Income tax benefit (expense) — — 25 (184 ) — (159 ) (Loss) income from continuing operations before equity income (160 ) 46 (43 ) 750 — 593 Equity in net income of affiliates — — — 13 — 13 Equity in net income (loss) of subsidiaries 843 800 251 — (1,894 ) — Income from continuing operations 683 846 208 763 (1,894 ) 606 Income from discontinued operations, net of tax — — — 108 — 108 Net income (loss) 683 846 208 871 (1,894 ) 714 Net income attributable to noncontrolling interest — — — 31 — 31 Net income (loss) attributable to Delphi $ 683 $ 846 $ 208 $ 840 $ (1,894 ) $ 683 Statement of Operation s Three Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,858 $ — $ 3,858 Operating expenses: Cost of sales — — — 3,076 — 3,076 Selling, general and administrative 44 — — 217 — 261 Amortization — — — 23 — 23 Restructuring — — — 17 — 17 Total operating expenses 44 — — 3,333 — 3,377 Operating (loss) income (44 ) — — 525 — 481 Interest (expense) income (26 ) (9 ) (38 ) (21 ) 64 (30 ) Other income (expense), net — 20 19 23 (64 ) (2 ) (Loss) income from continuing operations before income taxes and equity income (70 ) 11 (19 ) 527 — 449 Income tax benefit (expense) — — 7 (87 ) — (80 ) (Loss) income from continuing operations before equity income (70 ) 11 (12 ) 440 — 369 Equity in net income (loss) of subsidiaries 715 704 183 — (1,602 ) — Income from continuing operations 645 715 171 440 (1,602 ) 369 Income from discontinued operations, net of tax — — — 298 — 298 Net income (loss) 645 715 171 738 (1,602 ) 667 Net income attributable to noncontrolling interest — — — 22 — 22 Net income (loss) attributable to Delphi $ 645 $ 715 $ 171 $ 716 $ (1,602 ) $ 645 Statement of Operations Six Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 7,655 $ — $ 7,655 Operating expenses: Cost of sales — — — 6,132 — 6,132 Selling, general and administrative 26 — — 490 — 516 Amortization — — — 47 — 47 Restructuring — — — 33 — 33 Total operating expenses 26 — — 6,702 — 6,728 Operating (loss) income (26 ) — — 953 — 927 Interest (expense) income (46 ) (15 ) (83 ) (51 ) 133 (62 ) Other income (expense), net — 35 (7 ) 49 (133 ) (56 ) (Loss) income from continuing operations before income taxes and equity income (72 ) 20 (90 ) 951 — 809 Income tax benefit (expense) — — 33 (174 ) — (141 ) (Loss) income from continuing operations before equity income (72 ) 20 (57 ) 777 — 668 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 926 906 262 — (2,094 ) — Income from continuing operations 854 926 205 782 (2,094 ) 673 Income from discontinued operations, net of tax — — — 223 — 223 Net income (loss) 854 926 205 1,005 (2,094 ) 896 Net income attributable to noncontrolling interest — — — 42 — 42 Net income (loss) attributable to Delphi $ 854 $ 926 $ 205 $ 963 $ (2,094 ) $ 854 Statement of Comprehensive Income Three Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 258 $ 350 $ 125 $ 355 $ (817 ) $ 271 Other comprehensive income (loss): Currency translation adjustments 16 — — (72 ) — (56 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 26 — 26 Employee benefit plans adjustment, net of tax — — — 17 — 17 Other comprehensive income (loss) 16 — — (29 ) — (13 ) Equity in other comprehensive (loss) income of subsidiaries (26 ) (102 ) — — 128 — Comprehensive income (loss) 248 248 125 326 (689 ) 258 Comprehensive income attributable to noncontrolling interests — — — 10 — 10 Comprehensive income (loss) attributable to Delphi $ 248 $ 248 $ 125 $ 316 $ (689 ) $ 248 Statement of Comprehensive Income Six Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 683 $ 846 $ 208 $ 871 $ (1,894 ) $ 714 Other comprehensive income (loss): Currency translation adjustments (9 ) — — (10 ) — (19 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 49 — 49 Employee benefit plans adjustment, net of tax — — — 22 — 22 Other comprehensive (loss) income (9 ) — — 61 — 52 Equity in other comprehensive income (loss) of subsidiaries 63 (125 ) 11 — 51 — Comprehensive income (loss) 737 721 219 932 (1,843 ) 766 Comprehensive income attributable to noncontrolling interests — — — 29 — 29 Comprehensive income (loss) attributable to Delphi $ 737 $ 721 $ 219 $ 903 $ (1,843 ) $ 737 Statement of Comprehensive Income Three Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 645 $ 715 $ 171 $ 738 $ (1,602 ) $ 667 Other comprehensive income (loss): Currency translation adjustments — — — 61 — 61 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (2 ) — (2 ) Employee benefit plans adjustment, net of tax — — — (5 ) — (5 ) Other comprehensive income — — — 54 — 54 Equity in other comprehensive income (loss) of subsidiaries 53 (17 ) — — (36 ) — Comprehensive income (loss) 698 698 171 792 (1,638 ) 721 Comprehensive income attributable to noncontrolling interests — — — 23 — 23 Comprehensive income (loss) attributable to Delphi $ 698 $ 698 $ 171 $ 769 $ (1,638 ) $ 698 Statement of Comprehensive Income Six Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 854 $ 926 $ 205 $ 1,005 $ (2,094 ) $ 896 Other comprehensive income (loss): Currency translation adjustments — — — (173 ) — (173 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (6 ) — (6 ) Employee benefit plans adjustment, net of tax — — — 22 — 22 Other comprehensive loss — — — (157 ) — (157 ) Equity in other comprehensive (loss) income of subsidiaries (156 ) (228 ) (1 ) — 385 — Comprehensive income (loss) 698 698 204 848 (1,709 ) 739 Comprehensive income attributable to noncontrolling interests — — — 41 — 41 Comprehensive income (loss) attributable to Delphi $ 698 $ 698 $ 204 $ 807 $ (1,709 ) $ 698 Balance Sheet as of June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ — $ — $ 435 $ — $ 437 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,900 — 2,900 Intercompany receivables, current — 1,180 495 5,450 (7,125 ) — Inventories — — — 1,318 — 1,318 Other current assets — — — 395 — 395 Total current assets 2 1,180 495 10,499 (7,125 ) 5,051 Long-term assets: Intercompany receivables, long-term — 805 1,037 1,751 (3,593 ) — Property, net — — — 3,430 — 3,430 Investments in affiliates — — — 96 — 96 Investments in subsidiaries 9,824 8,070 2,949 — (20,843 ) — Intangible assets, net — — — 2,916 — 2,916 Other long-term assets — — 9 455 — 464 Total long-term assets 9,824 8,875 3,995 8,648 (24,436 ) 6,906 Total assets $ 9,826 $ 10,055 $ 4,490 $ 19,147 $ (31,561 ) $ 11,957 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ — $ 97 $ — $ 97 Accounts payable — — — 2,527 — 2,527 Intercompany payables, current 5,198 565 950 412 (7,125 ) — Accrued liabilities 25 — 23 1,227 — 1,275 Total current liabilities 5,223 565 973 4,263 (7,125 ) 3,899 Long-term liabilities: Long-term debt 2,058 — 1,883 28 — 3,969 Intercompany payables, long-term 164 1,311 1,031 1,087 (3,593 ) — Pension benefit obligations — — — 807 — 807 Other long-term liabilities — — 28 484 — 512 Total long-term liabilities 2,222 1,311 2,942 2,406 (3,593 ) 5,288 Total liabilities 7,445 1,876 3,915 6,669 (10,718 ) 9,187 Total Delphi shareholders’ equity 2,381 8,179 575 12,089 (20,843 ) 2,381 Noncontrolling interest — — — 389 — 389 Total shareholders’ equity 2,381 8,179 575 12,478 (20,843 ) 2,770 Total liabilities and shareholders’ equity $ 9,826 $ 10,055 $ 4,490 $ 19,147 $ (31,561 ) $ 11,957 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 Six Months Ended June 30, 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 $ (24 ) $ 7 $ — $ 860 $ — $ 843 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (24 ) 7 — 860 — 843 Cash flows from investing activities: Capital expenditures — — — (412 ) — (412 ) Proceeds from sale of property / investments — — — 8 — 8 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 — — — (16 ) — (16 ) Loans to affiliates — (7 ) — (630 ) 637 — Repayments of loans from affiliates — — — 3 (3 ) — Net cash (used in) provided by investing activities from continuing operations — (7 ) (18 ) (995 ) 634 (386 ) Net cash used in investing activities from discontinued operations — — — (4 ) — (4 ) Net cash (used in) provided by investing activities — (7 ) (18 ) (999 ) 634 (390 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 51 — 51 Dividend payments of consolidated affiliates to minority shareholders — — — (12 ) — (12 ) Proceeds from borrowings from affiliates 619 — 18 — (637 ) — Payments on borrowings from affiliates (3 ) — — — 3 — Repurchase of ordinary shares (435 ) — — — — (435 ) Distribution of cash dividends (159 ) — — — — (159 ) Taxes withheld and paid on employees' restricted share awards — — — (40 ) — (40 ) Net cash provided by (used in) financing activities 22 — 18 (1 ) (634 ) (595 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — — — — Decrease in cash and cash equivalents (2 ) — — (140 ) — (142 ) Cash and cash equivalents at beginning of period 4 — — 575 — 579 Cash and cash equivalents at end of period $ 2 $ — $ — $ 435 $ — $ 437 Cash and cash equivalents of discontinued operations $ — $ — $ — $ — $ — $ — Cash and cash equivalents of continuing operations $ 2 $ — $ — $ 435 $ — $ 437 Statement of Cash Flows for the Six Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash provided by operating activities from continuing operations $ 6 $ — $ — $ 629 $ — $ 635 Net cash provided by operating activities from discontinued operations — — — 34 — 34 Net cash provided by operating activities 6 — — 663 — 669 Cash flows from investing activities: Capital expenditures — — — (360 ) — (360 ) Proceeds from sale of property / investments — — — 3 — 3 Net proceeds from divestiture of discontinued operations — — — 660 — 660 Cost of technology investments — — — (23 ) — (23 ) Payments associated with business disposals — — — (7 ) — (7 ) Loans to affiliates — (753 ) (342 ) (723 ) 1,818 — Repayments of loans from affiliates — — 135 — (135 ) — Investments in subsidiaries (753 ) — — — 753 — Net cash (used in) provided by investing activities from continuing operations (753 ) (753 ) (207 ) (450 ) 2,436 273 Net cash used in investing activities from discontinued operations — — — (65 ) — (65 ) Net cash (used in) provided by investing activities (753 ) (753 ) (207 ) (515 ) 2,436 208 Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 7 — 7 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 818 — 753 247 (1,818 ) — Payments on borrowings from affiliates (135 ) — — — 135 — Investment from parent — 753 — — (753 ) — Repurchase of ordinary shares (542 ) — — — — (542 ) Distribution of cash dividends (145 ) — — — — (145 ) Taxes withheld and paid on employees' restricted share awards — — — (58 ) — (58 ) Net cash provided by (used in) financing activities 749 753 207 183 (2,436 ) (544 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (2 ) — (2 ) Increase in cash and cash equivalents 2 — — 329 — 331 Cash and cash equivalents at beginning of period 9 1 — 894 — 904 Cash and cash equivalents at end of period $ 11 $ 1 $ — $ 1,223 $ — $ 1,235 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 64 $ — $ 64 Cash and cash equivalents of continuing operations $ 11 $ 1 $ — $ 1,159 $ — $ 1,171 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
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 which Delphi’s chief operating decision maker regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments. Generally, Delphi evaluates segment 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 acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), 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 to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, 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 for all periods presented. Discontinued operations also includes the Company's thermal original equipment service 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 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. Included below are sales and operating data for Delphi’s segments for the three and six months ended June 30, 2016 and 2015 . Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2016: Net sales $ 2,352 $ 1,118 $ 777 $ (41 ) $ 4,206 Depreciation & amortization $ 100 $ 67 $ 23 $ — $ 190 Adjusted operating income $ 343 $ 138 $ 96 $ — $ 577 Operating income (loss) $ 321 $ (12 ) $ 82 $ — $ 391 Equity income $ 7 $ — $ — $ — $ 7 Net income attributable to noncontrolling interest $ 6 $ 7 $ — $ — $ 13 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2015: Net sales $ 2,044 $ 1,143 $ 713 $ (42 ) $ 3,858 Depreciation & amortization $ 69 $ 45 $ 21 $ — $ 135 Adjusted operating income $ 292 $ 146 $ 88 $ — $ 526 Operating income $ 267 $ 135 $ 79 $ — $ 481 Equity income (loss) $ 1 $ (1 ) $ — $ — $ — Net income attributable to noncontrolling interest $ 9 $ 10 $ — $ — $ 19 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2016: Net sales $ 4,629 $ 2,212 $ 1,497 $ (81 ) $ 8,257 Depreciation & amortization $ 195 $ 111 $ 46 $ — $ 352 Adjusted operating income $ 648 $ 268 $ 170 $ — $ 1,086 Operating income $ 581 $ 105 $ 146 $ — $ 832 Equity income $ 13 $ — $ — $ — $ 13 Net income attributable to noncontrolling interest $ 13 $ 15 $ — $ — $ 28 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2015: Net sales $ 4,122 $ 2,224 $ 1,395 $ (86 ) $ 7,655 Depreciation & amortization $ 135 $ 89 $ 39 $ — $ 263 Adjusted operating income $ 556 $ 275 $ 167 $ — $ 998 Operating income $ 520 $ 256 $ 151 $ — $ 927 Equity income $ 5 $ — $ — $ — $ 5 Net income attributable to noncontrolling interest $ 17 $ 18 $ — $ — $ 35 (1) Eliminations and Other includes the elimination of inter-segment transactions. The reconciliation of Adjusted Operating Income to Operating Income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures. The reconciliations of Adjusted Operating Income to net income attributable to Delphi for the three and six months ended June 30, 2016 and 2015 are as follows: Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2016: Adjusted operating income $ 343 $ 138 $ 96 $ — $ 577 Restructuring (17 ) (126 ) (11 ) — (154 ) Other acquisition and portfolio project costs (5 ) (2 ) (3 ) — (10 ) Asset impairments — (22 ) — — (22 ) Operating income (loss) $ 321 $ (12 ) $ 82 $ — 391 Interest expense (41 ) Other income (expense), net (2 ) Income from continuing operations before income taxes and equity income 348 Income tax expense (84 ) Equity income, net of tax 7 Income from continuing operations 271 Income from discontinued operations, net of tax — Net income 271 Net income attributable to noncontrolling interest 13 Net income attributable to Delphi $ 258 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2015: Adjusted operating income $ 292 $ 146 $ 88 $ — $ 526 Restructuring (5 ) (8 ) (4 ) — (17 ) Other acquisition and portfolio project costs (5 ) (3 ) (2 ) — (10 ) Asset impairments (1 ) — (3 ) — (4 ) Gain (loss) on business divestitures, net (14 ) — — — (14 ) Operating income $ 267 $ 135 $ 79 $ — 481 Interest expense (30 ) Other income (expense), net (2 ) Income from continuing operations before income taxes and equity income 449 Income tax expense (80 ) Equity income, net of tax — Income from continuing operations 369 Income from discontinued operations, net of tax 298 Net income 667 Net income attributable to noncontrolling interest 22 Net income attributable to Delphi $ 645 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2016: Adjusted operating income $ 648 $ 268 $ 170 $ — $ 1,086 Restructuring (35 ) (135 ) (19 ) — (189 ) Other acquisition and portfolio project costs (32 ) (6 ) (5 ) — (43 ) Asset impairments — (22 ) — — (22 ) Operating income $ 581 $ 105 $ 146 $ — 832 Interest expense (82 ) Other income (expense), net 2 Income from continuing operations before income taxes and equity income 752 Income tax expense (159 ) Equity income, net of tax 13 Income from continuing operations 606 Income from discontinued operations, net of tax 108 Net income 714 Net income attributable to noncontrolling interest 31 Net income attributable to Delphi $ 683 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2015: Adjusted operating income $ 556 $ 275 $ 167 $ — $ 998 Restructuring (9 ) (14 ) (10 ) — (33 ) Other acquisition and portfolio project costs (10 ) (5 ) (3 ) — (18 ) Asset impairments (3 ) — (3 ) — (6 ) Gain (loss) on business divestitures, net (14 ) — — — (14 ) Operating income $ 520 $ 256 $ 151 $ — 927 Interest expense (62 ) Other income (expense), net (56 ) Income from continuing operations before income taxes and equity income 809 Income tax expense (141 ) Equity income, net of tax 5 Income from continuing operations 673 Loss from discontinued operations, net of tax 223 Net income 896 Net income attributable to noncontrolling interest 42 Net income attributable to Delphi $ 854 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
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 gain on the divestiture within income from discontinued operations of $271 million (approximately $0.95 per diluted share), net of tax expense of $52 million , transaction costs of $10 million and $18 million of pre-tax post-closing adjustments recorded in the fourth quarter of 2015 primarily related to settlement of working capital items and contingent liabilities. Additional post-closing adjustments of $3 million , primarily related to the settlement of contingent liabilities, were recorded as a reduction to the gain on the divestiture during the six months ended June 30, 2016 . 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 $2 million and $5 million to other income (expense), net during the three and six months ended June 30, 2016 , respectively, for certain fees earned pursuant to the transition services agreement. 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 , net of tax expense, within income from discontinued operations during the three months ended September 30, 2015. For the year ended December 31, 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 that was recorded in the first quarter of 2015, as further described below. On March 31, 2016, the Company closed the sale of its 50 percent interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture to one of the Company's joint venture partners, Shanghai Aerospace Automobile Electromechanical Co., Ltd ("SAAE"). The Company received cash proceeds of $62 million , net of tax, transaction costs and $29 million of cash divested, and recognized a gain on the divestiture of $104 million (approximately $0.38 per diluted share), net of tax expense of $10 million and transaction costs, within income from discontinued operations during the six months ended June 30, 2016 . The financial results of SDAAC, which were consolidated by Delphi, were historically reported as part of the Thermal Systems segment. 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 has not had significant continuing involvement with the divested Thermal Systems business following the closing of the transactions. In the first quarter of 2015, 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 was expected within one year. 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, of its 50 percent interest in KDAC on September 24, 2015 and of its 50 percent interest in SDAAC on March 31, 2016. As a result of the completion of the divestitures, there are no assets or liabilities held for sale as of June 30, 2016 . The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations as of December 31, 2015: December 31, (in millions) Cash and cash equivalents $ 44 Accounts receivable, net 79 Inventories, net 17 Property, net 74 Investments in affiliates — Intangible assets, net 1 Other assets 8 Total assets of the discontinued operations classified as held for sale $ 223 Accounts payable $ 97 Accrued liabilities 27 Other liabilities 6 Total liabilities of the discontinued operations classified as held for sale $ 130 As of December 31, 2015, there was $109 million 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, the Company subsequently completed the sale of its interest in KDAC for net cash proceeds of $70 million during the third quarter of 2015. 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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Net sales $ — $ 382 $ 78 $ 755 Cost of sales — 345 67 688 Selling, general and administrative — 11 4 22 Amortization — — — 1 Restructuring — 1 — 2 Income from discontinued operations before income taxes and equity income — 25 7 42 Income tax expense on discontinued operations — (12 ) — (16 ) Gain on divestiture of discontinued operations, net of tax — 285 104 285 Adjustment to prior period gain on divestiture, net of tax — — (3 ) — Impairment loss — — — (88 ) Income from discontinued operations, net of tax — 298 108 223 Income from discontinued operations attributable to noncontrolling interests — 3 3 7 Net income from discontinued operations attributable to Delphi $ — $ 295 $ 105 $ 216 Income from discontinued operations before income taxes attributable to Delphi was $0 million and $307 million for the three months ended June 30, 2016 and 2015 , respectively. Income from discontinued operations before income taxes attributable to Delphi was $115 million and $231 million for the six months ended June 30, 2016 and 2015 , respectively, which includes $0 million and $1 million , respectively, of income tax expense attributable to noncontrolling interests. |
Significant Accounting Polici29
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 , Delphi received a dividend of $4 million from one of its equity method investments. During the three and six months ended June 30, 2015 , Delphi received a dividend of $8 million from one of its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities. Investments in affiliates accounted for under the cost method totaled $26 million and $23 million as of June 30, 2016 and December 31, 2015 , 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 diluted 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 $1,345 million and $1,383 million as of June 30, 2016 and December 31, 2015 , 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 and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $34 million and $67 million for the three and six months ended June 30, 2016 and $23 million and $47 million for the three and six months ended June 30, 2015 , respectively. |
Goodwill, Policy | Goodwill —Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company 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 during the six months ended June 30, 2016 . Goodwill was $1,571 million and $1,539 million as of June 30, 2016 and December 31, 2015 , 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 for additional information. 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 June 30, 2016 . The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of June 30, 2016 to be zero to $40 million . |
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 year ended December 31, 2015, Delphi completed the divestitures of the Company's wholly owned Thermal Systems business and the Company's interest in its KDAC joint venture. During the six months ended June 30, 2016 , Delphi completed the divestiture of its interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Delphi's interests in the KDAC and SDAAC 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 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. |
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 for additional information. |
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 when 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 for additional information. |
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 six months ended June 30, 2016 , respectively, and 22% and 22% for the three and six months ended June 30, 2015 , respectively. Percentage of Total Net Sales Accounts and Other Receivables Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2016 2015 2016 2015 (in millions) GM 14 % 14 % 14 % 14 % $ 374 $ 289 VW 9 % 8 % 8 % 8 % 198 186 |
Recently Issued Accounting Pronouncements, Policy | Recently adopted accounting pronouncements —In April 2015, the FASB issued Accounting Standards Update ("ASU") 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. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and has classified $26 million and $28 million as of June 30, 2016 and December 31, 2015, respectively, of deferred debt issuance costs associated with term debt within long-term debt in the consolidated balance sheet. Deferred issuance costs associated with the Company’s Revolving Credit Facility of $9 million and $12 million as of June 30, 2016 and December 31, 2015, respectively, remain classified within other long-term assets. Refer to Note 8. Debt for further information. 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 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. Delphi adopted this guidance effective January 1, 2016, and has applied it to adjustments to provisional amounts resulting from business combinations for which the accounting was incomplete as of December 31, 2015. The adoption of this guidance did not have a significant impact on Delphi's financial statements. Refer to Note 17. Acquisitions and Divestitures for further information. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . This guidance requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The guidance is effective for interim and annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and applied the guidance prospectively. The adoption of this guidance did not have a significant impact on Delphi's financial statements, other than the classification of deferred tax liabilities and assets as long-term in accordance with the new presentation requirements. Recently issued accounting pronouncements not yet adopted —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 FASB has subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance. 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. The Company has not yet selected a transition method and continues to evaluate the effect of the standard on our ongoing financial reporting. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance makes targeted improvements to existing U.S. GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee's obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements, and anticipates the new guidance will significantly impact its consolidated financial statements as the Company has a significant number of leases. In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships and ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments . ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. ASU 2016-06 also clarifies the steps required to determine bifurcation of an embedded derivative. The new guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This guidance contains multiple updates related to the accounting and financial statement presentation of share-based payment transactions. Under the new guidance, excess tax benefits will be recognized as income tax expense in the period in which the awards vest, as opposed to being recognized in additional paid-in capital when the deduction reduces taxes payable. Excess tax benefits will be classified as an operating activity within the statement of cash flows, as opposed to a financing activity. The new guidance also clarifies that cash paid by an employer when withholding shares for tax withholding purposes should be classified as a financing activity, and also permits an accounting policy election for accruing compensation cost to either estimate the number of awards that are expected to vest, similar to current U.S. GAAP, or account for forfeitures when they occur. The new guidance is effective for fiscal years beginning after December 15, 2016. The method of transition is dependent on the particular provision within the new guidance. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. |
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 which Delphi’s chief operating decision maker regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments. Generally, Delphi evaluates segment 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 acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), 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 to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, 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 Polici30
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 , respectively, and 22% and 22% for the three and six months ended June 30, 2015 , respectively. Percentage of Total Net Sales Accounts and Other Receivables Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2016 2015 2016 2015 (in millions) GM 14 % 14 % 14 % 14 % $ 374 $ 289 VW 9 % 8 % 8 % 8 % 198 186 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of inventories is shown below: June 30, December 31, (in millions) Productive material $ 692 $ 634 Work-in-process 110 98 Finished goods 516 449 Total $ 1,318 $ 1,181 |
Assets (Tables)
Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: June 30, December 31, (in millions) Value added tax receivable $ 182 $ 198 Prepaid insurance and other expenses 60 78 Reimbursable engineering costs 67 55 Notes receivable 27 25 Income and other taxes receivable 46 44 Deposits to vendors 8 8 Derivative financial instruments (Note 14) 4 — Other 1 23 Total $ 395 $ 431 |
Schedule of Other Assets, Noncurrent | Other long-term assets consisted of the following: June 30, December 31, (in millions) Deferred income taxes, net $ 227 $ 238 Unamortized Revolving Credit Facility debt issuance costs (Note 8) 9 12 Income and other taxes receivable 75 54 Reimbursable engineering costs 29 43 Value added tax receivable 31 24 Cost method investments 26 23 Derivative financial instruments (Note 14) 2 — Other 65 65 Total $ 464 $ 459 |
Liabilities (Tables)
Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: June 30, December 31, (in millions) Payroll-related obligations $ 247 $ 221 Employee benefits, including current pension obligations 51 90 Income and other taxes payable 227 222 Warranty obligations (Note 6) 57 69 Restructuring (Note 7) 191 85 Customer deposits 30 36 Derivative financial instruments (Note 14) 71 108 Accrued interest 48 39 Other 353 334 Total $ 1,275 $ 1,204 |
Liabilities, Noncurrent | Other long-term liabilities consisted of the following: June 30, December 31, (in millions) Environmental (Note 10) $ 5 $ 3 Extended disability benefits 8 8 Warranty obligations (Note 6) 61 62 Restructuring (Note 7) 34 46 Payroll-related obligations 9 9 Accrued income taxes 43 31 Deferred income taxes, net 275 252 Derivative financial instruments (Note 14) 6 21 Other 71 71 Total $ 512 $ 503 |
Warranty Obligations (Tables)
Warranty Obligations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | The table below summarizes the activity in the product warranty liability for the six months ended June 30, 2016 : Warranty Obligations (in millions) Accrual balance at beginning of period $ 131 Provision for estimated warranties incurred during the period 28 Changes in estimate for pre-existing warranties 8 Settlements made during the period (in cash or in kind) (49 ) Accrual balance at end of period $ 118 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes the restructuring charges recorded for the three and six months ended June 30, 2016 and 2015 by operating segment: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Electrical/Electronic Architecture $ 17 $ 5 $ 35 $ 9 Powertrain Systems 126 8 135 14 Electronics and Safety 11 4 19 10 Total $ 154 $ 17 $ 189 $ 33 |
Schedule of Restructuring Reserve by Type of Cost | The table below summarizes the activity in the restructuring liability for the six months ended June 30, 2016 : Employee Termination Benefits Liability Other Exit Costs Liability Total (in millions) Accrual balance at January 1, 2016 $ 129 $ 2 $ 131 Provision for estimated expenses incurred during the period 184 5 189 Payments made during the period (96 ) — (96 ) Foreign currency and other 1 — 1 Accrual balance at June 30, 2016 $ 218 $ 7 $ 225 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of June 30, 2016 and December 31, 2015 , respectively: June 30, December 31, (in millions) Accounts receivable factoring $ 36 $ — 3.15%, senior notes, due 2020 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively) 645 645 5.00%, senior notes, due 2023 (net of $8 and $9 unamortized issuance costs, respectively) 792 791 4.15%, senior notes, due 2024 (net of $4 and $5 unamortized issuance costs and $2 and $2 discount, respectively) 694 693 1.50%, Euro-denominated senior notes, due 2025 (net of $5 and $5 unamortized issuance costs and $3 and $3 discount, respectively) 767 757 4.25%, senior notes, due 2026 (net of $4 and $4 unamortized issuance costs, respectively) 646 646 Tranche A Term Loan, due 2018 (net of $1 and $1 unamortized issuance costs, respectively) 399 399 Capital leases and other 87 77 Total debt 4,066 4,008 Less: current portion (97 ) (52 ) Long-term debt $ 3,969 $ 3,956 |
Schedule of Interest Rates | Applicable Rates under the Credit Agreement on the specified dates are set forth below: June 30, 2016 December 31, 2015 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 June 30, 2016 , the Issuer selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of June 30, 2016 , as detailed in the table below, was based on the Issuer's current credit rating and the Applicable Rate for the Credit Agreement: Borrowings as of June 30, 2016 Rate effective as of Applicable Rate (in millions) June 30, 2016 Tranche A Term Loan LIBOR plus 1.00% $ 400 1.50 % |
Pension Benefits (Tables)
Pension Benefits (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 for the three and six months ended June 30, 2016 and 2015 , including amounts attributable to discontinued operations in the prior period: Non-U.S. Plans U.S. Plans Three Months Ended June 30, 2016 2015 2016 2015 (in millions) Service cost $ 13 $ 14 $ — $ — Interest cost 17 18 1 1 Expected return on plan assets (18 ) (18 ) — — Settlement loss — 3 — — Amortization of actuarial losses 3 5 — — Net periodic benefit cost $ 15 $ 22 $ 1 $ 1 Non-U.S. Plans U.S. Plans Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Service cost $ 25 $ 29 $ — $ — Interest cost 34 39 1 1 Expected return on plan assets (36 ) (38 ) — — Settlement loss — 3 — — Amortization of actuarial losses 7 9 — — Net periodic benefit cost $ 30 $ 42 $ 1 $ 1 |
U.S. Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | The amounts shown below reflect the defined benefit pension expense for the three and six months ended June 30, 2016 and 2015 , including amounts attributable to discontinued operations in the prior period: Non-U.S. Plans U.S. Plans Three Months Ended June 30, 2016 2015 2016 2015 (in millions) Service cost $ 13 $ 14 $ — $ — Interest cost 17 18 1 1 Expected return on plan assets (18 ) (18 ) — — Settlement loss — 3 — — Amortization of actuarial losses 3 5 — — Net periodic benefit cost $ 15 $ 22 $ 1 $ 1 Non-U.S. Plans U.S. Plans Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Service cost $ 25 $ 29 $ — $ — Interest cost 34 39 1 1 Expected return on plan assets (36 ) (38 ) — — Settlement loss — 3 — — Amortization of actuarial losses 7 9 — — Net periodic benefit cost $ 30 $ 42 $ 1 $ 1 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (dollars in millions) Income tax expense $ 84 $ 80 $ 159 $ 141 Effective tax rate 24 % 18 % 21 % 17 % |
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 (benefit) expense associated with unusual or infrequent items for the respective interim periods as illustrated in the following table: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Withholding taxes $ (4 ) $ (1 ) $ (4 ) $ (1 ) Other change in tax reserves (1) (1 ) 3 — 4 Other adjustments (2) 1 1 5 1 Income tax (benefit) expense associated with unusual or infrequent items $ (4 ) $ 3 $ 1 $ 4 (1) For the three and six months ended June 30, 2016 and June 30, 2015 , the tax (benefit) and expense, respectively, primarily relates to adjustments in tax reserves which were individually insignificant. (2) For the three and six months ended June 30, 2016 and June 30, 2015 , the tax expense primarily relates to provision to return adjustments and other items which were individually insignificant. |
Shareholders' Equity And Net 39
Shareholders' Equity And Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions, except per share data) Numerator: Income from continuing operations $ 258 $ 350 $ 578 $ 638 Income from discontinued operations — 295 105 216 Net income attributable to Delphi $ 258 $ 645 $ 683 $ 854 Denominator: Weighted average ordinary shares outstanding, basic 272.92 287.77 274.77 289.33 Dilutive shares related to restricted stock units ("RSUs") 0.45 1.08 0.43 0.99 Weighted average ordinary shares outstanding, including dilutive shares 273.37 288.85 275.20 290.32 Basic net income per share: Continuing operations $ 0.95 $ 1.22 $ 2.10 $ 2.21 Discontinued operations — 1.02 0.38 0.74 Basic net income per share attributable to Delphi $ 0.95 $ 2.24 $ 2.48 $ 2.95 Diluted net income per share: Continuing operations $ 0.94 $ 1.21 $ 2.10 $ 2.20 Discontinued operations — 1.02 0.38 0.74 Diluted net income per share attributable to Delphi $ 0.94 $ 2.23 $ 2.48 $ 2.94 Anti-dilutive securities share impact — — — — |
Schedule of Share Repurchases | A summary of the ordinary shares repurchased during the three and six months ended June 30, 2016 and 2015 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total number of shares repurchased 894,209 3,649,419 6,492,425 6,882,565 Average price paid per share $ 72.69 $ 85.72 $ 66.95 $ 80.30 Total (in millions) $ 65 $ 313 $ 435 $ 553 |
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) 2016: Second quarter $ 0.29 $ 79 First quarter 0.29 80 Total $ 0.58 $ 159 2015: Fourth quarter $ 0.25 $ 70 Third quarter 0.25 71 Second quarter 0.25 72 First quarter 0.25 73 Total $ 1.00 $ 286 |
Changes in Accumulated Other 40
Changes in Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [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 six months ended June 30, 2016 and 2015 are shown below. Other comprehensive income includes activity relating to discontinued operations. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Foreign currency translation adjustments: Balance at beginning of period $ (625 ) $ (565 ) $ (661 ) $ (333 ) Aggregate adjustment for the period (1) (53 ) 60 (17 ) (172 ) Balance at end of period (678 ) (505 ) (678 ) (505 ) Gains (losses) on derivatives: Balance at beginning of period (83 ) (82 ) (106 ) (78 ) Other comprehensive income before reclassifications (net tax effect of $5, $8, $7 and $14) 1 (27 ) (5 ) (50 ) Reclassification to income (net tax effect of $7, $8, $16, and $13) 25 25 54 44 Balance at end of period (57 ) (84 ) (57 ) (84 ) Pension and postretirement plans: Balance at beginning of period (261 ) (303 ) (266 ) (330 ) Other comprehensive income before reclassifications (net tax effect of $3, $3, $4, and $1) 14 (12 ) 16 12 Reclassification to income (net tax effect of $1, $0, $1, and $1) 3 7 6 10 Balance at end of period (244 ) (308 ) (244 ) (308 ) Accumulated other comprehensive loss, end of period $ (979 ) $ (897 ) $ (979 ) $ (897 ) (1) Includes gains (losses) of $17 million and $(8) million for the three and six months ended June 30, 2016 , and $(19) million and $(21) million for the three and six months ended June 30, 2015 , respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges. |
Reclassifications out of Accumulated Other Comprehensive Income | Reclassifications from accumulated other comprehensive income to income for the three and six months ended June 30, 2016 and 2015 were as follows: Reclassification Out of Accumulated Other Comprehensive Income Details About Accumulated Other Comprehensive Income Components Three Months Ended June 30, Six Months Ended June 30, Affected Line Item in the Statement of Operations 2016 2015 2016 2015 (in millions) Gains (losses) on derivatives: Commodity derivatives $ (11 ) $ (11 ) $ (25 ) $ (21 ) Cost of sales Foreign currency derivatives (21 ) (22 ) (45 ) (36 ) Cost of sales (32 ) (33 ) (70 ) (57 ) Income before income taxes 7 8 16 13 Income tax expense (25 ) (25 ) (54 ) (44 ) Net income — — — — Net income attributable to noncontrolling interest $ (25 ) $ (25 ) $ (54 ) $ (44 ) Net income attributable to Delphi Pension and postretirement plans: Actuarial losses $ (4 ) $ (5 ) $ (7 ) $ (9 ) (1) Settlement loss — (2 ) — (2 ) (1) (4 ) (7 ) (7 ) (11 ) Income before income taxes 1 — 1 1 Income tax expense (3 ) (7 ) (6 ) (10 ) Net income — — — — Net income attributable to noncontrolling interest $ (3 ) $ (7 ) $ (6 ) $ (10 ) Net income attributable to Delphi Total reclassifications for the period $ (28 ) $ (32 ) $ (60 ) $ (54 ) (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 Activ41
Derivatives And Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of June 30, 2016 , the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts designated as cash flow hedges that were entered into to hedge forecasted exposures: Commodity Quantity Hedged Unit of Measure Notional Amount (in thousands) (in millions) Copper 54,580 pounds $ 115 Foreign Currency Quantity Hedged Unit of Measure Notional Amount (Approximate USD Equivalent) (in millions) Mexican Peso 9,798 MXN $ 520 Chinese Yuan Renminbi 2,059 RMB 310 Polish Zloty 318 PLN 80 New Turkish Lira 189 TRY 65 Hungarian Forint 17,281 HUF 60 |
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 June 30, 2016 and December 31, 2015 are as follows: Asset Derivatives Liability Derivatives Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet Balance Sheet Location June 30, Balance Sheet Location June 30, June 30, (in millions) Derivatives designated as cash flow hedges: Commodity derivatives Other current assets $ — Accrued liabilities $ 19 Foreign currency derivatives* Accrued liabilities 4 Accrued liabilities 54 (50 ) Commodity derivatives Other long-term assets — Other long-term liabilities 1 Foreign currency derivatives* Other long-term assets 2 Other long-term assets — 2 Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 6 (5 ) Derivatives designated as net investment hedges: Foreign currency derivatives Other current assets $ 4 Accrued liabilities $ — Total derivatives designated as hedges $ 11 $ 80 Derivatives not designated: Commodity derivatives Other current assets $ — Accrued liabilities $ 1 Foreign currency derivatives* Accrued liabilities 2 Accrued liabilities 3 (1 ) Total derivatives not designated as hedges $ 2 $ 4 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) Derivatives designated as cash flow hedges: Commodity derivatives Other current assets $ — Accrued liabilities $ 39 Foreign currency derivatives* Accrued liabilities 3 Accrued liabilities 69 $ (66 ) Commodity derivatives Other long-term assets — Other long-term liabilities 10 Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 12 (11 ) Total derivatives designated as hedges $ 4 $ 130 Derivatives not designated: Commodity derivatives Other current assets $ — Accrued liabilities $ 2 Foreign currency derivatives* Accrued liabilities 2 Accrued liabilities 3 (1 ) Foreign currency derivatives* Other long-term liabilities 1 Other long-term liabilities 1 — Total derivatives not designated as hedges $ 3 $ 6 * 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 June 30, 2016 is as follows: Three Months Ended June 30, 2016 Gain (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) Derivatives designated as cash flow hedges: Commodity derivatives $ 1 $ (11 ) $ — Foreign currency derivatives (14 ) (21 ) — Derivatives designated as net investment hedges: Foreign currency derivatives 9 — — Total $ (4 ) $ (32 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives — Total $ — 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 June 30, 2015 is as follows: Three Months Ended June 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) Derivatives designated as cash flow hedges: Commodity derivatives $ (11 ) $ (8 ) $ — Foreign currency derivatives (21 ) (18 ) — Total $ (32 ) $ (26 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ (3 ) Foreign currency derivatives (4 ) Total $ (7 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2016 is as follows: Six Months Ended June 30, 2016 Gain (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) Derivatives designated as cash flow hedges: Commodity derivatives $ 4 $ (25 ) $ — Foreign currency derivatives (20 ) (45 ) — Derivatives designated as net investment hedges: Foreign currency derivatives 4 — — Total $ (12 ) $ (70 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ — Foreign currency derivatives (2 ) Total $ (2 ) The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2015 is as follows: Six Months Ended June 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) Derivatives designated as cash flow hedges: Commodity derivatives $ (25 ) $ (18 ) $ — Foreign currency derivatives (39 ) (32 ) — Total $ (64 ) $ (50 ) $ — Loss Recognized in Income (in millions) Derivatives not designated: Commodity derivatives $ (3 ) Foreign currency derivatives (5 ) Total $ (8 ) |
Fair Value Of Financial Instr42
Fair Value Of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (in millions) As of June 30, 2016 Foreign currency derivatives $ 6 $ — $ 6 $ — Total $ 6 $ — $ 6 $ — As of December 31, 2015: Foreign currency derivatives $ — $ — $ — $ — Total $ — $ — $ — $ — |
Fair Value, Liabilities Measured on Recurring Basis | As of June 30, 2016 and December 31, 2015 , 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 June 30, 2016 Commodity derivatives $ 21 $ — $ 21 $ — Foreign currency derivatives 56 — 56 — Contingent consideration 33 — — 33 Total $ 110 $ — $ 77 $ 33 As of December 31, 2015: Commodity derivatives $ 51 $ — $ 51 $ — Foreign currency derivatives 78 — 78 — Contingent consideration 32 — — 32 Total $ 161 $ — $ 129 $ 32 |
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 six months ended June 30, 2016 were as follows: Contingent Consideration Liability (in millions) Fair value at beginning of period $ 32 Additions — Payments — Interest accretion 1 Fair value at end of period $ 33 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income | Other (expense) income, net included: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Interest income $ — $ 1 $ 1 $ 2 Loss on extinguishment of debt — — — (52 ) Costs associated with acquisitions — (1 ) — (1 ) Other, net (2 ) (2 ) 1 (5 ) Other (expense) income, net $ (2 ) $ (2 ) $ 2 $ (56 ) |
Acquisitions And Divestitures (
Acquisitions And Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
PureDepth Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price and related allocation to the acquired net assets of PureDepth based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration $ 15 Intangible assets $ 10 Goodwill resulting from purchase 5 Total purchase price allocation $ 15 |
HellermannTyton Group PLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price and related allocation to the acquired net assets of HellermannTyton based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration, net of cash acquired $ 1,534 Debt and pension liabilities assumed 258 Total consideration, net of cash acquired $ 1,792 Property, plant and equipment $ 328 Indefinite-lived intangible assets 128 Definite-lived intangible assets 557 Other liabilities, net (85 ) Identifiable net assets acquired 928 Goodwill resulting from purchase 864 Total purchase price allocation $ 1,792 |
Control-Tec LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price and related allocation to the acquired net assets of Control-Tec based on their estimated fair values is shown below (in millions): Assets acquired and liabilities assumed Purchase price, cash consideration, net of cash acquired $ 104 Purchase price, fair value of contingent consideration 20 Total purchase price, net of cash acquired $ 124 Intangible assets $ 66 Other assets, net 4 Identifiable net assets acquired 70 Goodwill resulting from purchase 54 Total purchase price allocation $ 124 |
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 acquisition date 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 Other liabilities, net (8 ) Identifiable net assets acquired 17 Goodwill resulting from purchase 19 Total purchase price allocation $ 36 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 2016 Grant 2013 - 2015 Grants 2012 Grant Average return on net assets (1) 50% 50% 50% Cumulative net income 25% N/A 30% Cumulative earnings per share (2) N/A 30% N/A Relative total shareholder return (3) 25% 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 Grant Date Fair Value Time-Based Award Vesting Dates Performance-Based Award Vesting Date (in millions) February 2012 1.88 $ 59 Annually on anniversary of grant date, 2013 - 2015 December 31, 2014 February 2013 1.45 60 Annually on anniversary of grant date, 2014 - 2016 December 31, 2015 February 2014 0.78 53 Annually on anniversary of grant date, 2015 - 2017 December 31, 2016 February 2015 0.90 76 Annually on anniversary of grant date, 2016 - 2018 December 31, 2017 February 2016 0.71 48 Annually on anniversary of grant date, 2017 - 2019 December 31, 2018 |
Schedule of Share-based Compensation Restricted Stock Units Award Activity | A summary of RSU activity, including award grants, vesting and forfeitures is provided below: RSUs Weighted Average Grant Date Fair Value (in thousands) Nonvested, January 1, 2016 1,980 $ 74.66 Granted 865 67.83 Vested (452 ) 57.96 Forfeited (131 ) 75.17 Nonvested, June 30, 2016 2,262 75.35 |
Supplemental Guarantor And No46
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements [Abstract] | |
Schedule of Condensed Income Statement | Statement of Operation s Three Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,206 $ — $ 4,206 Operating expenses: Cost of sales — — — 3,348 — 3,348 Selling, general and administrative 35 — — 244 — 279 Amortization — — — 34 — 34 Restructuring — — — 154 — 154 Total operating expenses 35 — — 3,780 — 3,815 Operating (loss) income (35 ) — — 426 — 391 Interest (expense) income (50 ) (8 ) (50 ) (20 ) 87 (41 ) Other income (expense), net — 31 16 38 (87 ) (2 ) (Loss) income from continuing operations before income taxes and equity income (85 ) 23 (34 ) 444 — 348 Income tax benefit (expense) — — 12 (96 ) — (84 ) (Loss) income from continuing operations before equity income (85 ) 23 (22 ) 348 — 264 Equity in net income of affiliates — — — 7 — 7 Equity in net income (loss) of subsidiaries 343 327 147 — (817 ) — Income from continuing operations 258 350 125 355 (817 ) 271 Income from discontinued operations, net of tax — — — — — — Net income (loss) 258 350 125 355 (817 ) 271 Net income attributable to noncontrolling interest — — — 13 — 13 Net income (loss) attributable to Delphi $ 258 $ 350 $ 125 $ 342 $ (817 ) $ 258 Statement of Operations Six Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 8,257 $ — $ 8,257 Operating expenses: Cost of sales — — — 6,613 — 6,613 Selling, general and administrative 64 — — 492 — 556 Amortization — — — 67 — 67 Restructuring — — — 189 — 189 Total operating expenses 64 — — 7,361 — 7,425 Operating (loss) income (64 ) — — 896 — 832 Interest (expense) income (96 ) (16 ) (101 ) (39 ) 170 (82 ) Other income (expense), net — 62 33 77 (170 ) 2 (Loss) income from continuing operations before income taxes and equity income (160 ) 46 (68 ) 934 — 752 Income tax benefit (expense) — — 25 (184 ) — (159 ) (Loss) income from continuing operations before equity income (160 ) 46 (43 ) 750 — 593 Equity in net income of affiliates — — — 13 — 13 Equity in net income (loss) of subsidiaries 843 800 251 — (1,894 ) — Income from continuing operations 683 846 208 763 (1,894 ) 606 Income from discontinued operations, net of tax — — — 108 — 108 Net income (loss) 683 846 208 871 (1,894 ) 714 Net income attributable to noncontrolling interest — — — 31 — 31 Net income (loss) attributable to Delphi $ 683 $ 846 $ 208 $ 840 $ (1,894 ) $ 683 Statement of Operation s Three Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 3,858 $ — $ 3,858 Operating expenses: Cost of sales — — — 3,076 — 3,076 Selling, general and administrative 44 — — 217 — 261 Amortization — — — 23 — 23 Restructuring — — — 17 — 17 Total operating expenses 44 — — 3,333 — 3,377 Operating (loss) income (44 ) — — 525 — 481 Interest (expense) income (26 ) (9 ) (38 ) (21 ) 64 (30 ) Other income (expense), net — 20 19 23 (64 ) (2 ) (Loss) income from continuing operations before income taxes and equity income (70 ) 11 (19 ) 527 — 449 Income tax benefit (expense) — — 7 (87 ) — (80 ) (Loss) income from continuing operations before equity income (70 ) 11 (12 ) 440 — 369 Equity in net income (loss) of subsidiaries 715 704 183 — (1,602 ) — Income from continuing operations 645 715 171 440 (1,602 ) 369 Income from discontinued operations, net of tax — — — 298 — 298 Net income (loss) 645 715 171 738 (1,602 ) 667 Net income attributable to noncontrolling interest — — — 22 — 22 Net income (loss) attributable to Delphi $ 645 $ 715 $ 171 $ 716 $ (1,602 ) $ 645 Statement of Operations Six Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 7,655 $ — $ 7,655 Operating expenses: Cost of sales — — — 6,132 — 6,132 Selling, general and administrative 26 — — 490 — 516 Amortization — — — 47 — 47 Restructuring — — — 33 — 33 Total operating expenses 26 — — 6,702 — 6,728 Operating (loss) income (26 ) — — 953 — 927 Interest (expense) income (46 ) (15 ) (83 ) (51 ) 133 (62 ) Other income (expense), net — 35 (7 ) 49 (133 ) (56 ) (Loss) income from continuing operations before income taxes and equity income (72 ) 20 (90 ) 951 — 809 Income tax benefit (expense) — — 33 (174 ) — (141 ) (Loss) income from continuing operations before equity income (72 ) 20 (57 ) 777 — 668 Equity in net income of affiliates — — — 5 — 5 Equity in net income (loss) of subsidiaries 926 906 262 — (2,094 ) — Income from continuing operations 854 926 205 782 (2,094 ) 673 Income from discontinued operations, net of tax — — — 223 — 223 Net income (loss) 854 926 205 1,005 (2,094 ) 896 Net income attributable to noncontrolling interest — — — 42 — 42 Net income (loss) attributable to Delphi $ 854 $ 926 $ 205 $ 963 $ (2,094 ) $ 854 |
Schedule of Comprehensive Income (Loss) | Statement of Comprehensive Income Three Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 258 $ 350 $ 125 $ 355 $ (817 ) $ 271 Other comprehensive income (loss): Currency translation adjustments 16 — — (72 ) — (56 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 26 — 26 Employee benefit plans adjustment, net of tax — — — 17 — 17 Other comprehensive income (loss) 16 — — (29 ) — (13 ) Equity in other comprehensive (loss) income of subsidiaries (26 ) (102 ) — — 128 — Comprehensive income (loss) 248 248 125 326 (689 ) 258 Comprehensive income attributable to noncontrolling interests — — — 10 — 10 Comprehensive income (loss) attributable to Delphi $ 248 $ 248 $ 125 $ 316 $ (689 ) $ 248 Statement of Comprehensive Income Six Months Ended June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 683 $ 846 $ 208 $ 871 $ (1,894 ) $ 714 Other comprehensive income (loss): Currency translation adjustments (9 ) — — (10 ) — (19 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 49 — 49 Employee benefit plans adjustment, net of tax — — — 22 — 22 Other comprehensive (loss) income (9 ) — — 61 — 52 Equity in other comprehensive income (loss) of subsidiaries 63 (125 ) 11 — 51 — Comprehensive income (loss) 737 721 219 932 (1,843 ) 766 Comprehensive income attributable to noncontrolling interests — — — 29 — 29 Comprehensive income (loss) attributable to Delphi $ 737 $ 721 $ 219 $ 903 $ (1,843 ) $ 737 Statement of Comprehensive Income Three Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 645 $ 715 $ 171 $ 738 $ (1,602 ) $ 667 Other comprehensive income (loss): Currency translation adjustments — — — 61 — 61 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (2 ) — (2 ) Employee benefit plans adjustment, net of tax — — — (5 ) — (5 ) Other comprehensive income — — — 54 — 54 Equity in other comprehensive income (loss) of subsidiaries 53 (17 ) — — (36 ) — Comprehensive income (loss) 698 698 171 792 (1,638 ) 721 Comprehensive income attributable to noncontrolling interests — — — 23 — 23 Comprehensive income (loss) attributable to Delphi $ 698 $ 698 $ 171 $ 769 $ (1,638 ) $ 698 Statement of Comprehensive Income Six Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 854 $ 926 $ 205 $ 1,005 $ (2,094 ) $ 896 Other comprehensive income (loss): Currency translation adjustments — — — (173 ) — (173 ) Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (6 ) — (6 ) Employee benefit plans adjustment, net of tax — — — 22 — 22 Other comprehensive loss — — — (157 ) — (157 ) Equity in other comprehensive (loss) income of subsidiaries (156 ) (228 ) (1 ) — 385 — Comprehensive income (loss) 698 698 204 848 (1,709 ) 739 Comprehensive income attributable to noncontrolling interests — — — 41 — 41 Comprehensive income (loss) attributable to Delphi $ 698 $ 698 $ 204 $ 807 $ (1,709 ) $ 698 |
Schedule of Condensed Balance Sheet | Balance Sheet as of June 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ — $ — $ 435 $ — $ 437 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,900 — 2,900 Intercompany receivables, current — 1,180 495 5,450 (7,125 ) — Inventories — — — 1,318 — 1,318 Other current assets — — — 395 — 395 Total current assets 2 1,180 495 10,499 (7,125 ) 5,051 Long-term assets: Intercompany receivables, long-term — 805 1,037 1,751 (3,593 ) — Property, net — — — 3,430 — 3,430 Investments in affiliates — — — 96 — 96 Investments in subsidiaries 9,824 8,070 2,949 — (20,843 ) — Intangible assets, net — — — 2,916 — 2,916 Other long-term assets — — 9 455 — 464 Total long-term assets 9,824 8,875 3,995 8,648 (24,436 ) 6,906 Total assets $ 9,826 $ 10,055 $ 4,490 $ 19,147 $ (31,561 ) $ 11,957 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ — $ 97 $ — $ 97 Accounts payable — — — 2,527 — 2,527 Intercompany payables, current 5,198 565 950 412 (7,125 ) — Accrued liabilities 25 — 23 1,227 — 1,275 Total current liabilities 5,223 565 973 4,263 (7,125 ) 3,899 Long-term liabilities: Long-term debt 2,058 — 1,883 28 — 3,969 Intercompany payables, long-term 164 1,311 1,031 1,087 (3,593 ) — Pension benefit obligations — — — 807 — 807 Other long-term liabilities — — 28 484 — 512 Total long-term liabilities 2,222 1,311 2,942 2,406 (3,593 ) 5,288 Total liabilities 7,445 1,876 3,915 6,669 (10,718 ) 9,187 Total Delphi shareholders’ equity 2,381 8,179 575 12,089 (20,843 ) 2,381 Noncontrolling interest — — — 389 — 389 Total shareholders’ equity 2,381 8,179 575 12,478 (20,843 ) 2,770 Total liabilities and shareholders’ equity $ 9,826 $ 10,055 $ 4,490 $ 19,147 $ (31,561 ) $ 11,957 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 |
Schedule of Condensed Cash Flow Statement | Statement of Cash Flows for the Six Months Ended June 30, 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 $ (24 ) $ 7 $ — $ 860 $ — $ 843 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (24 ) 7 — 860 — 843 Cash flows from investing activities: Capital expenditures — — — (412 ) — (412 ) Proceeds from sale of property / investments — — — 8 — 8 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 — — — (16 ) — (16 ) Loans to affiliates — (7 ) — (630 ) 637 — Repayments of loans from affiliates — — — 3 (3 ) — Net cash (used in) provided by investing activities from continuing operations — (7 ) (18 ) (995 ) 634 (386 ) Net cash used in investing activities from discontinued operations — — — (4 ) — (4 ) Net cash (used in) provided by investing activities — (7 ) (18 ) (999 ) 634 (390 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 51 — 51 Dividend payments of consolidated affiliates to minority shareholders — — — (12 ) — (12 ) Proceeds from borrowings from affiliates 619 — 18 — (637 ) — Payments on borrowings from affiliates (3 ) — — — 3 — Repurchase of ordinary shares (435 ) — — — — (435 ) Distribution of cash dividends (159 ) — — — — (159 ) Taxes withheld and paid on employees' restricted share awards — — — (40 ) — (40 ) Net cash provided by (used in) financing activities 22 — 18 (1 ) (634 ) (595 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — — — — Decrease in cash and cash equivalents (2 ) — — (140 ) — (142 ) Cash and cash equivalents at beginning of period 4 — — 575 — 579 Cash and cash equivalents at end of period $ 2 $ — $ — $ 435 $ — $ 437 Cash and cash equivalents of discontinued operations $ — $ — $ — $ — $ — $ — Cash and cash equivalents of continuing operations $ 2 $ — $ — $ 435 $ — $ 437 Statement of Cash Flows for the Six Months Ended June 30, 2015 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash provided by operating activities from continuing operations $ 6 $ — $ — $ 629 $ — $ 635 Net cash provided by operating activities from discontinued operations — — — 34 — 34 Net cash provided by operating activities 6 — — 663 — 669 Cash flows from investing activities: Capital expenditures — — — (360 ) — (360 ) Proceeds from sale of property / investments — — — 3 — 3 Net proceeds from divestiture of discontinued operations — — — 660 — 660 Cost of technology investments — — — (23 ) — (23 ) Payments associated with business disposals — — — (7 ) — (7 ) Loans to affiliates — (753 ) (342 ) (723 ) 1,818 — Repayments of loans from affiliates — — 135 — (135 ) — Investments in subsidiaries (753 ) — — — 753 — Net cash (used in) provided by investing activities from continuing operations (753 ) (753 ) (207 ) (450 ) 2,436 273 Net cash used in investing activities from discontinued operations — — — (65 ) — (65 ) Net cash (used in) provided by investing activities (753 ) (753 ) (207 ) (515 ) 2,436 208 Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 7 — 7 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 818 — 753 247 (1,818 ) — Payments on borrowings from affiliates (135 ) — — — 135 — Investment from parent — 753 — — (753 ) — Repurchase of ordinary shares (542 ) — — — — (542 ) Distribution of cash dividends (145 ) — — — — (145 ) Taxes withheld and paid on employees' restricted share awards — — — (58 ) — (58 ) Net cash provided by (used in) financing activities 749 753 207 183 (2,436 ) (544 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — (2 ) — (2 ) Increase in cash and cash equivalents 2 — — 329 — 331 Cash and cash equivalents at beginning of period 9 1 — 894 — 904 Cash and cash equivalents at end of period $ 11 $ 1 $ — $ 1,223 $ — $ 1,235 Cash and cash equivalents of discontinued operations $ — $ — $ — $ 64 $ — $ 64 Cash and cash equivalents of continuing operations $ 11 $ 1 $ — $ 1,159 $ — $ 1,171 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015 . Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2016: Net sales $ 2,352 $ 1,118 $ 777 $ (41 ) $ 4,206 Depreciation & amortization $ 100 $ 67 $ 23 $ — $ 190 Adjusted operating income $ 343 $ 138 $ 96 $ — $ 577 Operating income (loss) $ 321 $ (12 ) $ 82 $ — $ 391 Equity income $ 7 $ — $ — $ — $ 7 Net income attributable to noncontrolling interest $ 6 $ 7 $ — $ — $ 13 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2015: Net sales $ 2,044 $ 1,143 $ 713 $ (42 ) $ 3,858 Depreciation & amortization $ 69 $ 45 $ 21 $ — $ 135 Adjusted operating income $ 292 $ 146 $ 88 $ — $ 526 Operating income $ 267 $ 135 $ 79 $ — $ 481 Equity income (loss) $ 1 $ (1 ) $ — $ — $ — Net income attributable to noncontrolling interest $ 9 $ 10 $ — $ — $ 19 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2016: Net sales $ 4,629 $ 2,212 $ 1,497 $ (81 ) $ 8,257 Depreciation & amortization $ 195 $ 111 $ 46 $ — $ 352 Adjusted operating income $ 648 $ 268 $ 170 $ — $ 1,086 Operating income $ 581 $ 105 $ 146 $ — $ 832 Equity income $ 13 $ — $ — $ — $ 13 Net income attributable to noncontrolling interest $ 13 $ 15 $ — $ — $ 28 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2015: Net sales $ 4,122 $ 2,224 $ 1,395 $ (86 ) $ 7,655 Depreciation & amortization $ 135 $ 89 $ 39 $ — $ 263 Adjusted operating income $ 556 $ 275 $ 167 $ — $ 998 Operating income $ 520 $ 256 $ 151 $ — $ 927 Equity income $ 5 $ — $ — $ — $ 5 Net income attributable to noncontrolling interest $ 17 $ 18 $ — $ — $ 35 (1) Eliminations and Other includes the elimination of inter-segment transactions. |
Reconciliation of Segment Adjusted OI to Consolidated Net Income | The reconciliation of Adjusted Operating Income to Operating Income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures. The reconciliations of Adjusted Operating Income to net income attributable to Delphi for the three and six months ended June 30, 2016 and 2015 are as follows: Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2016: Adjusted operating income $ 343 $ 138 $ 96 $ — $ 577 Restructuring (17 ) (126 ) (11 ) — (154 ) Other acquisition and portfolio project costs (5 ) (2 ) (3 ) — (10 ) Asset impairments — (22 ) — — (22 ) Operating income (loss) $ 321 $ (12 ) $ 82 $ — 391 Interest expense (41 ) Other income (expense), net (2 ) Income from continuing operations before income taxes and equity income 348 Income tax expense (84 ) Equity income, net of tax 7 Income from continuing operations 271 Income from discontinued operations, net of tax — Net income 271 Net income attributable to noncontrolling interest 13 Net income attributable to Delphi $ 258 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Three Months Ended June 30, 2015: Adjusted operating income $ 292 $ 146 $ 88 $ — $ 526 Restructuring (5 ) (8 ) (4 ) — (17 ) Other acquisition and portfolio project costs (5 ) (3 ) (2 ) — (10 ) Asset impairments (1 ) — (3 ) — (4 ) Gain (loss) on business divestitures, net (14 ) — — — (14 ) Operating income $ 267 $ 135 $ 79 $ — 481 Interest expense (30 ) Other income (expense), net (2 ) Income from continuing operations before income taxes and equity income 449 Income tax expense (80 ) Equity income, net of tax — Income from continuing operations 369 Income from discontinued operations, net of tax 298 Net income 667 Net income attributable to noncontrolling interest 22 Net income attributable to Delphi $ 645 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2016: Adjusted operating income $ 648 $ 268 $ 170 $ — $ 1,086 Restructuring (35 ) (135 ) (19 ) — (189 ) Other acquisition and portfolio project costs (32 ) (6 ) (5 ) — (43 ) Asset impairments — (22 ) — — (22 ) Operating income $ 581 $ 105 $ 146 $ — 832 Interest expense (82 ) Other income (expense), net 2 Income from continuing operations before income taxes and equity income 752 Income tax expense (159 ) Equity income, net of tax 13 Income from continuing operations 606 Income from discontinued operations, net of tax 108 Net income 714 Net income attributable to noncontrolling interest 31 Net income attributable to Delphi $ 683 Electrical/ Powertrain Electronics Eliminations Total (in millions) For the Six Months Ended June 30, 2015: Adjusted operating income $ 556 $ 275 $ 167 $ — $ 998 Restructuring (9 ) (14 ) (10 ) — (33 ) Other acquisition and portfolio project costs (10 ) (5 ) (3 ) — (18 ) Asset impairments (3 ) — (3 ) — (6 ) Gain (loss) on business divestitures, net (14 ) — — — (14 ) Operating income $ 520 $ 256 $ 151 $ — 927 Interest expense (62 ) Other income (expense), net (56 ) Income from continuing operations before income taxes and equity income 809 Income tax expense (141 ) Equity income, net of tax 5 Income from continuing operations 673 Loss from discontinued operations, net of tax 223 Net income 896 Net income attributable to noncontrolling interest 42 Net income attributable to Delphi $ 854 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 as of December 31, 2015: December 31, (in millions) Cash and cash equivalents $ 44 Accounts receivable, net 79 Inventories, net 17 Property, net 74 Investments in affiliates — Intangible assets, net 1 Other assets 8 Total assets of the discontinued operations classified as held for sale $ 223 Accounts payable $ 97 Accrued liabilities 27 Other liabilities 6 Total liabilities of the discontinued operations classified as held for sale $ 130 |
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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in millions) Net sales $ — $ 382 $ 78 $ 755 Cost of sales — 345 67 688 Selling, general and administrative — 11 4 22 Amortization — — — 1 Restructuring — 1 — 2 Income from discontinued operations before income taxes and equity income — 25 7 42 Income tax expense on discontinued operations — (12 ) — (16 ) Gain on divestiture of discontinued operations, net of tax — 285 104 285 Adjustment to prior period gain on divestiture, net of tax — — (3 ) — Impairment loss — — — (88 ) Income from discontinued operations, net of tax — 298 108 223 Income from discontinued operations attributable to noncontrolling interests — 3 3 7 Net income from discontinued operations attributable to Delphi $ — $ 295 $ 105 $ 216 |
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 Polici50
Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | |||||
Dividend from equity method investment | $ 4 | $ 8 | $ 4 | $ 8 | |
Cost method investments | 26 | 26 | $ 23 | ||
Intangible assets, net (excluding goodwill) | 1,345 | 1,345 | 1,383 | ||
Amortization of intangible assets | 34 | $ 23 | 67 | $ 47 | |
Goodwill | 1,571 | 1,571 | 1,539 | ||
Unamortized Revolving Credit Facility debt issuance costs | 9 | 9 | 12 | ||
Long-term Debt | |||||
Significant Accounting Policies [Line Items] | |||||
Unamortized debt issuance costs | 26 | 26 | 28 | ||
Other Long-Term Assets | |||||
Significant Accounting Policies [Line Items] | |||||
Cost method investments | 26 | 26 | 23 | ||
Unamortized Revolving Credit Facility debt issuance costs | 9 | 9 | 12 | ||
GM | |||||
Significant Accounting Policies [Line Items] | |||||
Accounts and Other Receivables | 374 | 374 | 289 | ||
VW | |||||
Significant Accounting Policies [Line Items] | |||||
Accounts and Other Receivables | $ 198 | $ 198 | $ 186 | ||
Customer Concentration Risk | Total Net Sales | GM & VW | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Total Net Sales | 23.00% | 22.00% | 22.00% | 22.00% | |
Customer Concentration Risk | Total Net Sales | GM | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Total Net Sales | 14.00% | 14.00% | 14.00% | 14.00% | |
Customer Concentration Risk | Total Net Sales | VW | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Total Net Sales | 9.00% | 8.00% | 8.00% | 8.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Productive material | $ 692 | $ 634 |
Work-in-process | 110 | 98 |
Finished goods | 516 | 449 |
Total | $ 1,318 | $ 1,181 |
Assets Current Assets (Details)
Assets Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value added tax receivable | $ 182 | $ 198 |
Prepaid insurance and other expenses | 60 | 78 |
Reimbursable engineering costs | 67 | 55 |
Notes receivable | 27 | 25 |
Income and other taxes receivable | 46 | 44 |
Deposits to vendors | 8 | 8 |
Derivative financial instruments (Note 14) | 4 | 0 |
Other | 1 | 23 |
Total | $ 395 | $ 431 |
Assets Non Current assets (Deta
Assets Non Current assets (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred income taxes | $ 227 | $ 238 |
Unamortized Revolving Credit Facility debt issuance costs (Note 8) | 9 | 12 |
Income and other taxes receivable | 75 | 54 |
Reimbursable engineering costs | 29 | 43 |
Value added tax receivable | 31 | 24 |
Cost method investments | 26 | 23 |
Derivative financial instruments (Note 14) | 2 | 0 |
Other | 65 | 65 |
Total | $ 464 | $ 459 |
Liabilities Other Liabilities,
Liabilities Other Liabilities, Current (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Payroll-related obligations | $ 247 | $ 221 |
Employee benefits, including current pension obligations | 51 | 90 |
Income and other taxes payable | 227 | 222 |
Warranty obligations (Note 6) | 57 | 69 |
Restructuring (Note 7) | 191 | 85 |
Customer deposits | 30 | 36 |
Derivative financial instruments (Note 14) | 71 | 108 |
Accrued interest | 48 | 39 |
Other | 353 | 334 |
Total | $ 1,275 | $ 1,204 |
Liabilities Other Liabilities55
Liabilities Other Liabilities, Non Current (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Environmental (Note 10) | $ 5 | $ 3 |
Extended disability benefits | 8 | 8 |
Warranty obligations (Note 6) | 61 | 62 |
Restructuring (Note 7) | 34 | 46 |
Payroll-related obligations | 9 | 9 |
Accrued income taxes | 43 | 31 |
Deferred income taxes | 275 | 252 |
Derivative financial instruments (Note 14) | 6 | 21 |
Other | 71 | 71 |
Total | $ 512 | $ 503 |
Warranty Obligations (Details)
Warranty Obligations (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |
Accrual balance at beginning of period | $ 131 |
Provision for estimated warranties incurred during the period | 28 |
Provision for changes in estimate for pre-existing warranties | 8 |
Settlements made during the period (in cash or in kind) | (49) |
Accrual balance at end of period | 118 |
Minimum | Product Warranty | |
Product Warranty Liability [Line Items] | |
Range of Possible Loss, Portion Not Accrued | 0 |
Maximum | Product Warranty | |
Product Warranty Liability [Line Items] | |
Range of Possible Loss, Portion Not Accrued | $ 40 |
Restructuring Narrative (Detail
Restructuring Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 154 | $ 17 | $ 189 | $ 33 |
Asset Impairment Charges | 22 | 4 | 22 | 6 |
Restructuring, Cash Expenditures | 96 | 65 | ||
Discontinued Operations | Thermal Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 1 | 2 | ||
Powertrain Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 126 | 8 | $ 135 | 14 |
EMEA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 42 | |||
Plant Closure | EMEA | Powertrain Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 88 | |||
Restructuring and Related Activities, Completion Date | Dec. 31, 2017 | |||
Fair Value, Measurements, Nonrecurring | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset Impairment Charges | 22 | $ 4 | $ 22 | $ 6 |
Fair Value, Measurements, Nonrecurring | Plant Closure | EMEA | Cost of Sales | Powertrain Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset Impairment Charges | $ 19 |
Restructuring Restructuring Cos
Restructuring Restructuring Costs by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 154 | $ 17 | $ 189 | $ 33 |
Electrical / Electronic Architecture | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 17 | 5 | 35 | 9 |
Powertrain Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 126 | 8 | 135 | 14 |
Electronics And Safety | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 11 | $ 4 | $ 19 | $ 10 |
Restructuring Restructuring Lia
Restructuring Restructuring Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 131 | |||
Restructuring Charges | $ 154 | $ 17 | 189 | $ 33 |
Payments made during the period | (96) | $ (65) | ||
Foreign currency and other | 1 | |||
Ending Balance | 225 | 225 | ||
Employee Termination Benefits Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 129 | |||
Restructuring Charges | 184 | |||
Payments made during the period | (96) | |||
Foreign currency and other | 1 | |||
Ending Balance | 218 | 218 | ||
Other Exit Costs Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 2 | |||
Restructuring Charges | 5 | |||
Payments made during the period | 0 | |||
Foreign currency and other | 0 | |||
Ending Balance | $ 7 | $ 7 |
Debt Debt Outstanding (Details)
Debt Debt Outstanding (Details) - USD ($) $ in Millions | Nov. 19, 2015 | Mar. 10, 2015 | Mar. 03, 2014 | Feb. 14, 2013 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Capital leases and other | $ 87 | $ 77 | ||||
Total debt | 4,066 | 4,008 | ||||
Less: current portion | (97) | (52) | ||||
Long-term debt | 3,969 | 3,956 | ||||
Senior Notes | Senior Notes, 3.15% Due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 645 | 645 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.15% | 3.15% | ||||
Debt Instrument, Maturity Date | Nov. 19, 2020 | Nov. 19, 2020 | ||||
Unamortized debt issuance costs | $ 4 | 4 | ||||
Unamortized discount | 1 | 1 | ||||
Senior Notes | Senior Notes, 5.000% Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 792 | 791 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||
Debt Instrument, Maturity Date | Feb. 15, 2023 | Feb. 15, 2023 | ||||
Unamortized debt issuance costs | $ 8 | 9 | ||||
Senior Notes | Senior Notes, 4.150% Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 694 | 693 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.15% | 4.15% | ||||
Debt Instrument, Maturity Date | Mar. 15, 2024 | Mar. 15, 2024 | ||||
Unamortized debt issuance costs | $ 4 | 5 | ||||
Unamortized discount | 2 | 2 | ||||
Senior Notes | Euro-Denominated Senior Notes, 1.500% Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 767 | 757 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||
Debt Instrument, Maturity Date | Mar. 10, 2025 | Mar. 10, 2025 | ||||
Unamortized debt issuance costs | $ 5 | 5 | ||||
Unamortized discount | 3 | 3 | ||||
Senior Notes | Senior Notes, 4.25% Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 646 | 646 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | ||||
Debt Instrument, Maturity Date | Jan. 15, 2026 | Jan. 15, 2026 | ||||
Unamortized debt issuance costs | $ 4 | 4 | ||||
Loans Payable | Tranche A Term Loan, Due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Tranche A Term Loan, due 2018 | 399 | 399 | ||||
Unamortized debt issuance costs | 1 | 1 | ||||
Accounts Receivable Factoring | ||||||
Debt Instrument [Line Items] | ||||||
Accounts receivable factoring | 36 | $ 0 | ||||
JPMorgan Chase Bank, N.A. | Loans Payable | Tranche A Term Loan, Due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Tranche A Term Loan, due 2018 | $ 400 | |||||
Debt Instrument, Maturity Date | Jan. 1, 2018 |
Debt Credit Agreement (Details)
Debt Credit Agreement (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Amended and Restated Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Additional Borrowing Capacity | $ 1,000 | |
Amended and Restated Credit Agreement | Minimum | ||
Line of Credit Facility [Line Items] | ||
Contingent change in Appplicable Rate | 0.00% | |
Amended and Restated Credit Agreement | Maximum | ||
Line of Credit Facility [Line Items] | ||
Contingent change in Appplicable Rate | 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% | |
Amended and Restated Credit Agreement | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Issued | $ 7 | |
Tranche A Term Loan, Due 2018 | Loans Payable | ||
Line of Credit Facility [Line Items] | ||
Borrowings | 399 | $ 399 |
Tranche A Term Loan, Due 2018 | JPMorgan Chase Bank, N.A. | Loans Payable | ||
Line of Credit Facility [Line Items] | ||
Borrowings | $ 400 | |
Tranche A Term Loan, Due 2018 | JPMorgan Chase Bank, N.A. | Loans Payable | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | 1.00% |
Rate effective | 1.50% | |
Tranche A Term Loan, Due 2018 | JPMorgan Chase Bank, N.A. | Loans Payable | Administrative Agents Alternate Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.00% | 0.00% |
Revolving Credit Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Borrowings | $ 0 | |
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Credit Agreement on Senior Secured Facilities | $ 1,500 | |
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | 1.00% |
Revolving Credit Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Administrative Agents Alternate Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.00% | 0.00% |
Debt Senior Unsecured Notes (De
Debt Senior Unsecured Notes (Details) € in Millions | Nov. 19, 2015USD ($) | Mar. 10, 2015USD ($) | Mar. 03, 2014USD ($) | Feb. 14, 2013USD ($) | May 17, 2011USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 10, 2015EUR (€) |
Debt Instrument [Line Items] | ||||||||||
Senior Notes Net Proceeds | $ 1,000,000,000 | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ (52,000,000) | ||||||
Senior Notes, 5.875% Due 2019 | Senior Notes | ||||||||||
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 | |||||||||
Senior Notes, 6.125% Due 2021 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.125% | |||||||||
Debt Instrument, Maturity Date | May 15, 2021 | |||||||||
Loss on extinguishment of debt | $ (52,000,000) | |||||||||
Senior Notes, 5.000% Due 2023 | Senior Notes | ||||||||||
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 | Feb. 15, 2023 | ||||||||
Payments of Debt Issuance Costs | $ 12,000,000 | |||||||||
Senior Notes, 4.150% Due 2024 | Senior Notes | ||||||||||
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 | ||||||||
Payments of Debt Issuance Costs | $ 6,000,000 | |||||||||
Debt Instrument, Price | 99.649% | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.193% | |||||||||
Euro-Denominated Senior Notes, 1.500% Due 2025 | Senior Notes | ||||||||||
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 | ||||||||
Payments of Debt Issuance Costs | $ 5,000,000 | |||||||||
Debt Instrument, Price | 99.54% | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.55% | |||||||||
Euro-Denominated Senior Notes, 1.500% Due 2025 | Senior Notes | Designated as Hedging Instrument | Net Investment Hedging | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior notes issued | € | € 700 | |||||||||
2015 Senior Notes | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior notes issued | $ 1,300,000,000 | |||||||||
Payments of Debt Issuance Costs | 8,000,000 | |||||||||
Senior Notes, 3.15% Due 2020 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior notes issued | $ 650,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.15% | 3.15% | 3.15% | |||||||
Debt Instrument, Maturity Date | Nov. 19, 2020 | Nov. 19, 2020 | ||||||||
Debt Instrument, Price | 99.784% | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.197% | |||||||||
Senior Notes, 4.25% Due 2026 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior notes issued | $ 650,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | 4.25% | |||||||
Debt Instrument, Maturity Date | Jan. 15, 2026 | Jan. 15, 2026 | ||||||||
Debt Instrument, Price | 99.942% | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.256% |
Debt Other Financing (Details)
Debt Other Financing (Details) € in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016EUR (€) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||
Capital leases and other | $ 87 | $ 77 | |||||
Interest Paid | $ 67 | $ 57 | |||||
North America | Interest Expense | |||||||
Debt Instrument [Line Items] | |||||||
Expenses Incurred in Conjunction with Off Balance Sheet Factoring | $ 1 | $ 1 | 2 | 1 | |||
North America | Accounts Receivable | |||||||
Debt Instrument [Line Items] | |||||||
Receivables Factored Qualifying As Sales | $ 43 | $ 27 | $ 75 | $ 54 | |||
Accounts Receivable Factoring | |||||||
Debt Instrument [Line Items] | |||||||
Accounts receivable factoring borrowings | 36 | 0 | |||||
European Factoring Program | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Funding From Factoring Program | € | € 400 | ||||||
Maximum Funding From Factoring Program available on a Committed basis | € | € 350 | ||||||
European Factoring Program | Accounts Receivable Factoring | |||||||
Debt Instrument [Line Items] | |||||||
Accounts receivable factoring borrowings | $ 36 | $ 0 | |||||
Rate effective | 0.51% | 0.51% | |||||
European Factoring Program | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.05% | ||||||
European Factoring Program | EURIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.80% |
Pension Benefits Narrative (Det
Pension Benefits Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Pension Plan, Postemployment Benefit Period | 5 years | ||
Other Postretirement Benefits Payable | $ 3 | $ 3 | |
Change in Accounting Method Accounted for as Change in Estimate | Scenario, Forecast | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected impact of change in estimation of pension net periodic benefit cost | $ 10 |
Pension Benefits Net Periodic B
Pension Benefits Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Non-U.S. Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 13 | $ 14 | $ 25 | $ 29 |
Interest cost | 17 | 18 | 34 | 39 |
Expected return on plan assets | (18) | (18) | (36) | (38) |
Settlement loss | 0 | 3 | 0 | 3 |
Amortization of actuarial losses | 3 | 5 | 7 | 9 |
Net periodic benefit cost | 15 | 22 | 30 | 42 |
U.S. Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 1 | 1 | 1 | 1 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Settlement loss | 0 | 0 | 0 | 0 |
Amortization of actuarial losses | 0 | 0 | 0 | 0 |
Net periodic benefit cost | $ 1 | $ 1 | $ 1 | $ 1 |
Commitments And Contingencies U
Commitments And Contingencies Unsecured Creditors Litigation (Details) - Pending Litigation - Unsecured Creditors Litigation | 6 Months Ended |
Jun. 30, 2016USD ($) | |
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 Accrual | 0 |
Litigation, Damages Benchmark, Fourth LLP Agreement | |
Loss Contingencies [Line Items] | |
Cumulative Distribution Threshold | 7,200,000,000 |
Minimum | |
Loss Contingencies [Line Items] | |
Loss Contingency, Estimate of Possible Loss | 0 |
Maximum | |
Loss Contingencies [Line Items] | |
Loss Contingency, Estimate of Possible Loss | $ 300,000,000 |
Commitments And Contingencies B
Commitments And Contingencies Brazil Matters (Details) - Brazil $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Loss Contingencies [Line Items] | |
Brazil Loss Contingency, Claims asserted against Delphi | $ 175 |
Brazil Loss Contingency Accrual, at Carrying Value | 30 |
Minimum | |
Loss Contingencies [Line Items] | |
Range of Possible Loss, Portion Not Accrued | 0 |
Maximum | |
Loss Contingencies [Line Items] | |
Range of Possible Loss, Portion Not Accrued | $ 145 |
Commitments And Contingencies E
Commitments And Contingencies Environmental Matters (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Environmental Exit Cost [Line Items] | ||
Accrual for Environmental Loss Contingencies | $ 6 | $ 4 |
Accrued Environmental Loss Contingencies, Noncurrent | 5 | 3 |
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 | $ 5 | 3 |
Liabilities Held for Sale | Discontinued Operations | ||
Environmental Exit Cost [Line Items] | ||
Accrual for Environmental Loss Contingencies | $ 6 |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense & Effective Tax Rate (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 84 | $ 80 | $ 159 | $ 141 |
Effective tax rate | 24.00% | 18.00% | 21.00% | 17.00% |
Cash taxes paid | $ 157 | $ 149 |
Income Taxes Unusual or Infrequ
Income Taxes Unusual or Infrequent Items (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Income Tax Disclosure [Abstract] | |||||
Withholding taxes | $ (4) | $ (1) | $ (4) | $ (1) | |
Other change in tax reserves (1) | [1] | (1) | 3 | 0 | 4 |
Other adjustments (2) | [2] | 1 | 1 | 5 | 1 |
Income tax (benefit) expense associated with unusual or infrequent items | $ (4) | $ 3 | $ 1 | $ 4 | |
[1] | For the three and six months ended June 30, 2016 and June 30, 2015, the tax (benefit) and expense, respectively, primarily relates to adjustments in tax reserves which were individually insignificant. | ||||
[2] | For the three and six months ended June 30, 2016 and June 30, 2015, the tax expense primarily relates 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 | 6 Months Ended | 8 Months Ended | 9 Months Ended |
Jun. 30, 2016 | Aug. 19, 2009 | Oct. 06, 2009 | |
Income Tax Contingency [Line Items] | |||
Acquisition Date | Oct. 6, 2009 | ||
Formation of LLP | Aug. 19, 2009 | ||
IRS NOPA | Internal Revenue Service (IRS) | |||
Income Tax Contingency [Line Items] | |||
Adjustment recorded | $ 0 |
Shareholders' Equity And Net 72
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Income from continuing operations | $ 258 | $ 350 | $ 578 | $ 638 |
Income from discontinued operations | 0 | 295 | 105 | 216 |
Net income attributable to Delphi | $ 258 | $ 645 | $ 683 | $ 854 |
Denominator: | ||||
Weighted average number of basic shares outstanding | 272,920,000 | 287,770,000 | 274,770,000 | 289,330,000 |
Dilutive shares related to restricted stock units | 450,000 | 1,080,000 | 430,000 | 990,000 |
Weighted average ordinary shares outstanding, including dilutive shares | 273,370,000 | 288,850,000 | 275,200,000 | 290,320,000 |
Basic net income per share: | ||||
Income from Continuing Operations, per basic share | $ 0.95 | $ 1.22 | $ 2.10 | $ 2.21 |
Income from Discontinued Operations, per basic share | 0 | 1.02 | 0.38 | 0.74 |
Basic net income per share attributable to Delphi | 0.95 | 2.24 | 2.48 | 2.95 |
Diluted net income per share: | ||||
Income from Continuing Operations, per diluted share | 0.94 | 1.21 | 2.10 | 2.20 |
Income from Discontinued Operations, per diluted share | 0 | 1.02 | 0.38 | 0.74 |
Diluted net income per share attributable to Delphi | $ 0.94 | $ 2.23 | $ 2.48 | $ 2.94 |
Antidilutive securities share impact | 0 | 0 | 0 | 0 |
Shareholders' Equity And Net 73
Shareholders' Equity And Net Income Per Share Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Repurchase Program [Line Items] | ||||
Stock Repurchased During Period, in shares | 894,209 | 3,649,419 | 6,492,425 | 6,882,565 |
Stock Repurchased, Average Price per Share | $ 72.69 | $ 85.72 | $ 66.95 | $ 80.30 |
Stock Repurchased During Period, Value | $ 65 | $ 313 | $ 435 | $ 553 |
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 | 72 | 72 | ||
Share Repurchase Program April 2016 | ||||
Share Repurchase Program [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $ 1,500 | $ 1,500 |
Shareholders' Equity And Net 74
Shareholders' Equity And Net Income Per Share Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Shareholders' Equity and Net Income Per Share Note [Abstract] | |||||||||
Cash dividends per share | $ 0.29 | $ 0.29 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.58 | $ 0.50 | $ 1 |
Payments of Cash Dividends | $ 79 | $ 80 | $ 70 | $ 71 | $ 72 | $ 73 | $ 159 | $ 286 |
Shareholders' Equity And Net 75
Shareholders' Equity And Net Income Per Share Other (Details) - USD ($) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2016 | 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 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 | |
Maximum | Unsecured Creditors Litigation | Pending Litigation | ||
Shareholders' Equity and Net Income Per Share [Line Items] | ||
Loss Contingency, Estimate of Possible Loss | $ 300,000,000 |
Changes in Accumulated Other 76
Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning of period | $ (1,033) | ||||
Accumulated other comprehensive income (loss), end of period | $ (979) | $ (897) | (979) | $ (897) | |
Designated as Hedging Instrument | Net Investment Hedging | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Gain (loss) on net investment hedge, net of tax | 17 | (19) | (8) | (21) | |
Foreign currency translation adjustments | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning of period | (625) | (565) | (661) | (333) | |
Aggregate adjustment for the period (1) | [1] | (53) | 60 | (17) | (172) |
Accumulated other comprehensive income (loss), end of period | (678) | (505) | (678) | (505) | |
Unrealized gains (losses) on derivatives | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning of period | (83) | (82) | (106) | (78) | |
Other comprehensive income before reclassifications (net of tax effect) | 1 | (27) | (5) | (50) | |
Reclassification to income (net of tax effect) | 25 | 25 | 54 | 44 | |
Accumulated other comprehensive income (loss), end of period | (57) | (84) | (57) | (84) | |
Net tax effect of Other comprehensive income before reclassifications | 5 | 8 | 7 | 14 | |
Net tax effect of Reclassification Adjustment from AOCI on Derivatives | 7 | 8 | 16 | 13 | |
Pension and postretirement plans | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning of period | (261) | (303) | (266) | (330) | |
Other comprehensive income before reclassifications (net of tax effect) | 14 | (12) | 16 | 12 | |
Reclassification to income (net of tax effect) | 3 | 7 | 6 | 10 | |
Accumulated other comprehensive income (loss), end of period | (244) | (308) | (244) | (308) | |
Net tax effect of Other comprehensive income before reclassifications | 3 | 3 | 4 | 1 | |
Net tax effect of Reclassification Adjustment from AOCI, Pension and Other Postretirement Plans | $ 1 | $ 0 | $ 1 | $ 1 | |
[1] | Includes gains (losses) of $17 million and $(8) million for the three and six months ended June 30, 2016, and $(19) million and $(21) million for the three and six months ended June 30, 2015, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges. |
Changes in Accumulated Other 77
Changes in Accumulated Other Comprehensive Income AOCI Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Cost of sales | $ (3,348) | $ (3,076) | $ (6,613) | $ (6,132) | |
Income tax expense | (84) | (80) | (159) | (141) | |
Net income | 271 | 667 | 714 | 896 | |
Net income attributable to noncontrolling interest | (13) | (22) | (31) | (42) | |
Net income attributable to Delphi | 258 | 645 | 683 | 854 | |
Amount Reclassified from Accumulated Other Comprehensive Income | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Net income attributable to Delphi | (28) | (32) | (60) | (54) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Income before income taxes | (32) | (33) | (70) | (57) | |
Income tax expense | 7 | 8 | 16 | 13 | |
Net income | (25) | (25) | (54) | (44) | |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Net income attributable to Delphi | (25) | (25) | (54) | (44) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | Commodity derivatives | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Cost of sales | (11) | (11) | (25) | (21) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Unrealized gains (losses) on derivatives | Foreign currency derivatives | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Cost of sales | (21) | (22) | (45) | (36) | |
Amount Reclassified from Accumulated Other Comprehensive Income | Pension and postretirement plans | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Actuarial losses | [1] | (4) | (5) | (7) | (9) |
Settlement Loss | [1] | 0 | (2) | 0 | (2) |
Income before income taxes | (4) | (7) | (7) | (11) | |
Income tax expense | 1 | 0 | 1 | 1 | |
Net income | (3) | (7) | (6) | (10) | |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Net income attributable to Delphi | $ (3) | $ (7) | $ (6) | $ (10) | |
[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 Activ78
Derivatives And Hedging Activities Cash Flow Hedges (Details) lb in Thousands, ¥ in Millions, TRY in Millions, PLN in Millions, MXN in Millions, HUF in Millions, $ in Millions | 12 Months Ended | |||||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($)lb | Jun. 30, 2016MXNlb | Jun. 30, 2016CNY (¥)lb | Jun. 30, 2016TRYlb | Jun. 30, 2016HUFlb | Jun. 30, 2016PLNlb | |
Derivative [Line Items] | ||||||||
Net derivative gains (losses) included in accumulated other comprehensive income, before tax | $ (83) | |||||||
Net derivative gains (losses) included in accumulated other comprehensive income, after tax | (62) | |||||||
Scenario, Forecast | Cost of Sales | ||||||||
Derivative [Line Items] | ||||||||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | $ (6) | $ (77) | ||||||
Cash Flow Hedging | ||||||||
Derivative [Line Items] | ||||||||
Additional Foreign Currency and Commodity Forward Contracts, Individually Less Than | $ 10 | |||||||
Cash Flow Hedging | Copper | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative, nonmonetary (in lbs) | lb | 54,580 | 54,580 | 54,580 | 54,580 | 54,580 | 54,580 | ||
Notional amount of derivative | $ 115 | |||||||
Cash Flow Hedging | Foreign currency derivatives | Mexican Peso | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative | 520 | MXN 9,798 | ||||||
Cash Flow Hedging | Foreign currency derivatives | Chinese Yuan Renminbi | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative | 310 | ¥ 2,059 | ||||||
Cash Flow Hedging | Foreign currency derivatives | Polish Zloty | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative | 80 | PLN 318 | ||||||
Cash Flow Hedging | Foreign currency derivatives | New Turkish Lira | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative | 65 | TRY 189 | ||||||
Cash Flow Hedging | Foreign currency derivatives | Hungarian Forint | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative | $ 60 | HUF 17,281 |
Derivatives And Hedging Activ79
Derivatives And Hedging Activities Net Investment Hedges (Details) € in Millions, $ in Millions, ¥ in Billions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
May 31, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016CNY (¥) | Mar. 31, 2016CNY (¥) | Dec. 31, 2015USD ($) | Mar. 10, 2015EUR (€) | |
Derivative [Line Items] | ||||||||||
Settlement of derivatives | $ 16 | $ 0 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | ||||||||||
Derivative [Line Items] | ||||||||||
Gain (loss) on net investment hedge, net of tax | $ 17 | $ (19) | (8) | (21) | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Euro-Denominated Senior Notes, 1.500% Due 2025 | Senior Notes | ||||||||||
Derivative [Line Items] | ||||||||||
Debt instrument designated as net investment hedge | € | € 700 | |||||||||
Gain (loss) on net investment hedge, net of tax | 16 | $ (19) | (9) | $ (21) | ||||||
Net investment hedge gains (losses) included in accumulated other comprehensive income | (15) | (15) | $ (5) | |||||||
Amount of ineffectiveness on net investment hedges | 0 | |||||||||
Foreign exchange forward | China, Yuan Renminbi | Net Investment Hedging | Designated as Hedging Instrument | ||||||||||
Derivative [Line Items] | ||||||||||
Notional amount of derivative | $ 355 | $ 370 | $ 355 | ¥ 2.4 | ¥ 2.4 | |||||
Derivative, Maturity Date | Nov. 30, 2016 | May 31, 2016 | ||||||||
Settlement of derivatives | $ 1 |
Derivatives And Hedging Activ80
Derivatives And Hedging Activities Derivatives Not Designated as Hedges (Details) £ in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Aug. 31, 2015GBP (£) | |
Derivative [Line Items] | ||||
Settlement of derivatives | $ 16 | $ 0 | ||
HellermannTyton Group PLC | Not Designated as Hedging Instrument | Foreign exchange options | United Kingdom, Pounds | ||||
Derivative [Line Items] | ||||
Notional amount of derivative | £ | £ 917 | |||
Cost of derivatives | $ 15 | |||
Settlement of derivatives | $ 15 |
Derivatives And Hedging Activ81
Derivatives And Hedging Activities Fair Value of Derivative Instruments in the Balance Sheet(Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | |
Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | $ 11,000,000 | $ 4,000,000 | |
Gross amount of recognized liability derivatives | 80,000,000 | 130,000,000 | |
Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 2,000,000 | 3,000,000 | |
Gross amount of recognized liability derivatives | 4,000,000 | 6,000,000 | |
Not Designated as Hedging Instrument | Commodity derivatives | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 0 | 0 | |
Not Designated as Hedging Instrument | Commodity derivatives | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | 1,000,000 | 2,000,000 | |
Not Designated as Hedging Instrument | Foreign currency derivatives | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 2,000,000 | 2,000,000 |
Gross amount of recognized liability derivatives | [1] | 3,000,000 | 3,000,000 |
Net amount of derivative liability presented in the Balance Sheet | [1] | 1,000,000 | 1,000,000 |
Not Designated as Hedging Instrument | Foreign currency derivatives | 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] | 1,000,000 | |
Net amount of derivative liability presented in the Balance Sheet | [1] | 0 | |
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 0 | 0 | |
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | 19,000,000 | 39,000,000 | |
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Other Long-Term Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 0 | 0 | |
Cash Flow Hedging | Designated as Hedging Instrument | Commodity derivatives | Other Long-Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | 1,000,000 | 10,000,000 | |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | 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] | 54,000,000 | 69,000,000 |
Net amount of derivative liability presented in the Balance Sheet | [1] | 50,000,000 | 66,000,000 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Other Long-Term Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 2,000,000 | |
Gross amount of recognized liability derivatives | [1] | 0 | |
Net amount of derivative asset presented in the Balance Sheet | [1] | 2,000,000 | |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Other Long-Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | [1] | 1,000,000 | 1,000,000 |
Gross amount of recognized liability derivatives | [1] | 6,000,000 | 12,000,000 |
Net amount of derivative liability presented in the Balance Sheet | [1] | 5,000,000 | $ 11,000,000 |
Net Investment Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized asset derivatives | 4,000,000 | ||
Net Investment Hedging | Designated as Hedging Instrument | Foreign currency derivatives | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of recognized liability derivatives | $ 0 | ||
[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 Activ82
Derivatives And Hedging Activities Effect of Derivative Instruments in Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (4) | $ (32) | $ (12) | $ (64) |
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (32) | (26) | (70) | (50) |
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | 0 | 0 |
Designated as Hedging Instrument | Cash Flow Hedging | Commodity derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | 1 | 4 | ||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (11) | (25) | ||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (11) | (8) | (25) | (18) |
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | 0 | 0 |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (14) | (21) | (20) | (39) |
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (21) | (18) | (45) | (32) |
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | 0 | 0 |
Designated as Hedging Instrument | Net Investment Hedging | Foreign currency derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | 9 | 4 | ||
Loss Reclassified from Accumulated OCI into Income (Effective Portion) | 0 | 0 | ||
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | 0 | 0 | ||
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Loss Recognized in Income | 0 | (7) | (2) | (8) |
Not Designated as Hedging Instrument | Commodity derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Loss Recognized in Income | 0 | (3) | 0 | (3) |
Not Designated as Hedging Instrument | Foreign currency derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Loss Recognized in Income | $ 0 | $ (4) | $ (2) | $ (5) |
Fair Value Of Financial Instr83
Fair Value Of Financial Instruments Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative, Fair Value, Net | $ (71) | $ (71) | $ (129) | ||||
Total debt, recorded amount | 4,066 | 4,066 | 4,008 | ||||
Asset Impairment Charges | 22 | $ 4 | 22 | $ 6 | |||
Net proceeds from divestiture of discontinued operations | 52 | 660 | |||||
Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration liability | 33 | 33 | 32 | ||||
Discontinued Operations, Disposed of by Sale | 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 | 271 | ||||||
Discontinued Operations, Disposed of by Sale | KDAC | Thermal Systems | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment loss on KDAC interest | $ 88 | ||||||
Fair value of KDAC interest | $ 32 | ||||||
Net proceeds from divestiture of discontinued operations | $ 70 | ||||||
Gain (loss) on divestiture of discontinued operations, net of tax | $ 47 | (41) | |||||
Cost of Sales | Fair Value, Measurements, Nonrecurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Asset Impairment Charges | 22 | $ 4 | 22 | $ 6 | |||
Fair Value, Inputs, Level 2 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Total debt, fair value | 4,256 | 4,256 | 4,025 | ||||
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration liability | 0 | 0 | 0 | ||||
Other Current Liabilities | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration liability | 2 | 2 | 2 | ||||
Other Long-Term Liabilities | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration liability | 31 | 31 | 30 | ||||
Contingent Consideration Liability | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration liability | 33 | $ 33 | $ 32 | ||||
Contingent Consideration Liability | Minimum | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Periods in which milestones are expected to be achieved | 2,016 | ||||||
Contingent Consideration Liability | Maximum | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Periods in which milestones are expected to be achieved | 2,018 | ||||||
Plant Closure | Powertrain Systems | EMEA | Cost of Sales | Fair Value, Measurements, Nonrecurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Asset Impairment Charges | $ 19 |
Fair Value Of Financial Instr84
Fair Value Of Financial Instruments Fair Value of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | $ 6 | $ 0 |
Contingent consideration liability | 33 | 32 |
Liabilities, Fair Value Disclosure, Recurring | 110 | 161 |
Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 21 | 51 |
Foreign currency derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 6 | 0 |
Derivative Liability | 56 | 78 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Contingent consideration liability | 0 | 0 |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 1 | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 | Foreign currency derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 6 | 0 |
Contingent consideration liability | 0 | 0 |
Liabilities, Fair Value Disclosure, Recurring | 77 | 129 |
Fair Value, Inputs, Level 2 | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 21 | 51 |
Fair Value, Inputs, Level 2 | Foreign currency derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 6 | 0 |
Derivative Liability | 56 | 78 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Contingent consideration liability | 33 | 32 |
Liabilities, Fair Value Disclosure, Recurring | 33 | 32 |
Fair Value, Inputs, Level 3 | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 | Foreign currency derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | $ 0 | $ 0 |
Fair Value Of Financial Instr85
Fair Value Of Financial Instruments Unobservable Inputs Reconciliation (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Measurements, Recurring | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at beginning of period | $ 32 |
Fair value at end of period | 33 |
Contingent Consideration Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Additions | 0 |
Payments | 0 |
Interest accretion | 1 |
Contingent Consideration Liability | Fair Value, Measurements, Recurring | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at beginning of period | 32 |
Fair value at end of period | $ 33 |
Other Income, Net Table (Detail
Other Income, Net Table (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 0 | $ 1 | $ 1 | $ 2 |
Loss on extinguishment of debt | 0 | 0 | 0 | (52) |
Costs associated with acquisitions | 0 | (1) | 0 | (1) |
Other, net | (2) | (2) | 1 | (5) |
Other income (expense), net | $ (2) | $ (2) | $ 2 | $ (56) |
Other Income, Net Narrative (De
Other Income, Net Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 17, 2011 | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ (52) | |
Senior Notes | Senior Notes, 6.125% Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.125% | ||||
Loss on extinguishment of debt | $ (52) |
Acquisitions And Divestitures A
Acquisitions And Divestitures Acquisition of PureDepth Inc. (Details) - USD ($) $ in Millions | Mar. 23, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Purchase price, cash consideration, net of cash acquired | $ 15 | $ 0 | ||
Goodwill | $ 1,571 | $ 1,539 | ||
PureDepth Inc. | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Percentage of Equity Interests Acquired | 100.00% | |||
Purchase price, cash consideration, net of cash acquired | $ 15 | |||
Intangible assets | 10 | |||
Goodwill | 5 | |||
Total purchase price allocation | $ 15 |
Acquisitions And Divestitures89
Acquisitions And Divestitures Acquisition of HellermannTyton Group PLC (Details) € in Millions, $ in Millions | Dec. 18, 2015USD ($) | Dec. 18, 2015GBP (£) | Jul. 31, 2015USD ($) | Jul. 31, 2015GBP (£) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014EUR (€) |
Business Acquisition [Line Items] | |||||||||||
Purchase price, cash consideration, net of cash acquired | $ 15 | $ 0 | |||||||||
Net sales | $ 4,206 | $ 3,858 | 8,257 | 7,655 | |||||||
Costs associated with acquisitions | 0 | $ 1 | 0 | $ 1 | |||||||
Goodwill | $ 1,571 | $ 1,539 | 1,571 | $ 1,539 | |||||||
HellermannTyton Group PLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Percentage of Equity Interests Acquired | 100.00% | ||||||||||
Purchase price per acquiree share | £ | £ 4.80 | ||||||||||
Purchase price, cash consideration, net of cash acquired | $ 1,534 | ||||||||||
Debt assumed and repaid | $ 242 | ||||||||||
Net sales | € | € 600 | ||||||||||
Goodwill, Purchase Accounting Adjustments | $ 8 | ||||||||||
Debt and pension liabilities assumed | 258 | ||||||||||
Total consideration transferred | 1,792 | ||||||||||
Property, plant, and equipment | 328 | ||||||||||
Indefinite-lived intangible assets | 128 | ||||||||||
Definite-lived intangible assets | 557 | ||||||||||
Other assets purchased and liabilities assumed, net | (85) | ||||||||||
Identifiable net assets acquired | 928 | ||||||||||
Goodwill | 864 | ||||||||||
Total purchase price allocation | 1,792 | ||||||||||
Deposit for acquisition of HellermannTyton | $ 844 | £ 540,000,000 | |||||||||
HellermannTyton Group PLC | Customer-Related Intangible Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Definite-lived intangible assets | $ 454 | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | 13 years | |||||||||
HellermannTyton Group PLC | Technology-Based Intangible Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Definite-lived intangible assets | $ 103 | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | 13 years | |||||||||
HellermannTyton Group PLC | Trade Name | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Indefinite-lived intangible assets | $ 128 | ||||||||||
HellermannTyton Group PLC | Other income (expense), net | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Costs associated with acquisitions | $ 23 | ||||||||||
HellermannTyton Group PLC | Customer Concentration Risk | Total Net Sales | Delphi | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Sales to Delphi, Percentage | 6.00% |
Acquisitions And Divestitures90
Acquisitions And Divestitures Acquisition of Control-Tec (Details) - USD ($) | Nov. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,571,000,000 | $ 1,539,000,000 | |
Control-Tec LLC | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Equity Interests Acquired | 100.00% | ||
Purchase price, cash consideration | $ 104,000,000 | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 40,000,000 | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||
Contingent Consideration Period | 3 years | ||
Contingent consideration liability | $ 20,000,000 | ||
Total purchase price | 124,000,000 | ||
Intangible assets | 66,000,000 | ||
Other assets purchased and liabilities assumed, net | 4,000,000 | ||
Identifiable net assets acquired | 70,000,000 | ||
Goodwill | 54,000,000 | ||
Total purchase price allocation | $ 124,000,000 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Acquisitions And Divestitures91
Acquisitions And Divestitures Acquisition of Ottomatika Inc. (Details) - USD ($) $ in Millions | Jul. 23, 2015 | Sep. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,571 | $ 1,539 | ||
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, Low | $ 0 | |||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5 | |||
Contingent Consideration Period | 3 years | |||
Contingent consideration liability | $ 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 | |||
Ottomatika, Inc. | Other income (expense), net | ||||
Business Acquisition [Line Items] | ||||
Gain on previously held investment | $ 2 |
Acquisitions And Divestitures E
Acquisitions And Divestitures Exit of Argentina Businesses (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net sales | $ 4,206 | $ 3,858 | $ 8,257 | $ 7,655 | ||
Gain (loss) on business divestitures | (14) | (14) | ||||
Payment associated with business disposal | $ 0 | $ 7 | ||||
Argentina Electronics Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Payment associated with business disposal | $ 7 | |||||
Argentina Electrical Wiring business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Payment associated with business disposal | 7 | |||||
Electronics And Safety | Argentina Electronics Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net sales | $ 34 | |||||
Cost of Sales | Electronics And Safety | Argentina Electronics Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on business divestitures | $ (33) | |||||
Cost of Sales | Electrical / Electronic Architecture | Argentina Electrical Wiring business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on business divestitures | $ (14) |
Acquisitions And Divestitures S
Acquisitions And Divestitures Sale of Reception Systems (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2015 | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net sales | $ 4,206 | $ 3,858 | $ 8,257 | $ 7,655 | ||
Gain (loss) on business divestitures | $ (14) | (14) | ||||
Reception Systems | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from business divestitures | $ 25 | |||||
Buyer-assumed pension liabilities | $ 39 | |||||
Net sales | $ 55 | |||||
Cost of Sales | Electronics And Safety | Reception Systems | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on business divestitures | $ 39 |
Acquisitions And Divestitures O
Acquisitions And Divestitures Other (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Cost of technology investments | $ 3 | $ 23 | ||
Tula Technology Inc. | Powertrain Systems | ||||
Business Acquisition [Line Items] | ||||
Cost of technology investments | $ 20 | |||
Quanergy | Electronics And Safety | ||||
Business Acquisition [Line Items] | ||||
Cost of technology investments | $ 3 | $ 3 |
Share-Based Compensation Long T
Share-Based Compensation Long Term Incentive Plan (Details) - PLC Long Term Incentive Plan - USD ($) $ in Millions | Apr. 28, 2016 | Apr. 27, 2016 | Apr. 23, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 15, 2012 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum Shares Available for Grant under PLC LTIP | 22,977,116 | ||||||||||
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 | 865,000 | ||||||||||
Grant Date Fair Value | $ 48 | $ 76 | $ 53 | $ 60 | $ 59 | ||||||
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% | ||||||||||
Restricted Stock Units (RSUs) | Board of Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 27,238 | 20,347 | |||||||||
Grant Date Fair Value | $ 2 | $ 2 | |||||||||
RSU's Issued in Period, Gross | 24,542 | ||||||||||
Fair Value of RSUs Vested in Period | $ 2 | ||||||||||
RSU's, Used to Pay Witholding Taxes | 1,843 | ||||||||||
Restricted Stock Units (RSUs) | Executives | 2012 Grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 1,880,000 | ||||||||||
Restricted Stock Units (RSUs) | Executives | 2013 Grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 1,450,000 | ||||||||||
Restricted Stock Units (RSUs) | Executives | 2014 Grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 780,000 | ||||||||||
Restricted Stock Units (RSUs) | Executives | 2015 Grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 900,000 | ||||||||||
Restricted Stock Units (RSUs) | Executives | 2016 Grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Granted | 710,000 | ||||||||||
Restricted Stock Units (RSUs) | Executives | Time-Based | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Issued in Period, Gross | 395,744 | 535,345 | |||||||||
Fair Value of RSUs Vested in Period | $ 24 | $ 42 | |||||||||
RSU's, Used to Pay Witholding Taxes | 146,726 | 199,211 | |||||||||
Restricted Stock Units (RSUs) | Executives | Performance-Based | 2012 Grant | |||||||||||
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 | ||||||||||
Restricted Stock Units (RSUs) | Executives | Performance-Based | 2013 Grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's Issued in Period, Gross | 1,265,339 | ||||||||||
Fair Value of RSUs Vested in Period | $ 77 | ||||||||||
RSU's, Used to Pay Witholding Taxes | 512,371 |
Share-Based Compensation Weight
Share-Based Compensation Weighting for Components of Performance Based RSU Awards (Details) - PLC Long Term Incentive Plan | 6 Months Ended | |
Jun. 30, 2016 | ||
2016 Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average return on net assets | 50.00% | [1] |
Cumulative net income | 25.00% | |
Relative total shareholder return | 25.00% | [2] |
2013 - 2015 Grants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average return on net assets | 50.00% | [1] |
Cumulative earnings per share | 30.00% | [3] |
Relative total shareholder return | 20.00% | [2] |
2012 Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average return on net assets | 50.00% | [1] |
Cumulative net income | 30.00% | |
Relative total shareholder return | 20.00% | [2] |
[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] | 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. | |
[3] | 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. |
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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payments Related to Tax Withholding for Share-based Compensation | $ 40 | $ 58 | |||
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 | $ 75.35 | $ 75.35 | $ 74.66 | ||
LTIP Grants in Period, Weighted Average Grant Date Fair Value per share | 67.83 | ||||
LTIP Vested in Period, Weighted Average Grant Date Fair Value per share | 57.96 | ||||
LTIP RSUs, Forfeitures, Weighted Average Grant Date Fair Value per share | $ 75.17 | ||||
Share-based Compensation Expense | $ 10 | $ 21 | $ 27 | 35 | |
Share-based Compensation Expense, net of tax | 8 | $ 16 | 21 | 27 | |
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 112 | $ 112 | |||
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Payments Related to Tax Withholding for Share-based Compensation | $ 40 | $ 58 | |||
PLC Long Term Incentive Plan | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
LTIP Shares, Nonvested, Number | 2,262 | 2,262 | 1,980 | ||
RSU's Granted | 865 | ||||
LTIP RSUs, Vested in Period | (452) | ||||
LTIP RSUs, Forfeited in Period | (131) |
Supplemental Guarantor And No98
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales | $ 4,206 | $ 3,858 | $ 8,257 | $ 7,655 |
Cost of sales | 3,348 | 3,076 | 6,613 | 6,132 |
Selling, general and administrative | 279 | 261 | 556 | 516 |
Amortization | 34 | 23 | 67 | 47 |
Restructuring | 154 | 17 | 189 | 33 |
Total operating expenses | 3,815 | 3,377 | 7,425 | 6,728 |
Operating income (loss) | 391 | 481 | 832 | 927 |
Interest expense | (41) | (30) | (82) | (62) |
Other income (expense), net | (2) | (2) | 2 | (56) |
Income from continuing operations before income taxes and equity income | 348 | 449 | 752 | 809 |
Income tax expense | (84) | (80) | (159) | (141) |
Income from continuing operations before equity income | 264 | 369 | 593 | 668 |
Equity income, net of tax | 7 | 0 | 13 | 5 |
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Income from continuing operations | 271 | 369 | 606 | 673 |
Income from discontinued operations, net of tax | 0 | 298 | 108 | 223 |
Net income | 271 | 667 | 714 | 896 |
Net income attributable to noncontrolling interest | 13 | 22 | 31 | 42 |
Net income attributable to Delphi | 258 | 645 | 683 | 854 |
Reportable Legal Entities | Parent | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Selling, general and administrative | 35 | 44 | 64 | 26 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 |
Total operating expenses | 35 | 44 | 64 | 26 |
Operating income (loss) | (35) | (44) | (64) | (26) |
Interest expense | (50) | (26) | (96) | (46) |
Other income (expense), net | 0 | 0 | 0 | 0 |
Income from continuing operations before income taxes and equity income | (85) | (70) | (160) | (72) |
Income tax expense | 0 | 0 | 0 | 0 |
Income from continuing operations before equity income | (85) | (70) | (160) | (72) |
Equity income, net of tax | 0 | 0 | 0 | |
Equity in net income (loss) of subsidiaries | 343 | 715 | 843 | 926 |
Income from continuing operations | 258 | 645 | 683 | 854 |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 258 | 645 | 683 | 854 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | 258 | 645 | 683 | 854 |
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 (loss) | 0 | 0 | 0 | 0 |
Interest expense | (8) | (9) | (16) | (15) |
Other income (expense), net | 31 | 20 | 62 | 35 |
Income from continuing operations before income taxes and equity income | 23 | 11 | 46 | 20 |
Income tax expense | 0 | 0 | 0 | 0 |
Income from continuing operations before equity income | 23 | 11 | 46 | 20 |
Equity income, net of tax | 0 | 0 | 0 | |
Equity in net income (loss) of subsidiaries | 327 | 704 | 800 | 906 |
Income from continuing operations | 350 | 715 | 846 | 926 |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 350 | 715 | 846 | 926 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | 350 | 715 | 846 | 926 |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | ||||
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 (loss) | 0 | 0 | 0 | 0 |
Interest expense | (50) | (38) | (101) | (83) |
Other income (expense), net | 16 | 19 | 33 | (7) |
Income from continuing operations before income taxes and equity income | (34) | (19) | (68) | (90) |
Income tax expense | 12 | 7 | 25 | 33 |
Income from continuing operations before equity income | (22) | (12) | (43) | (57) |
Equity income, net of tax | 0 | 0 | 0 | |
Equity in net income (loss) of subsidiaries | 147 | 183 | 251 | 262 |
Income from continuing operations | 125 | 171 | 208 | 205 |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 125 | 171 | 208 | 205 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | 125 | 171 | 208 | 205 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Net sales | 4,206 | 3,858 | 8,257 | 7,655 |
Cost of sales | 3,348 | 3,076 | 6,613 | 6,132 |
Selling, general and administrative | 244 | 217 | 492 | 490 |
Amortization | 34 | 23 | 67 | 47 |
Restructuring | 154 | 17 | 189 | 33 |
Total operating expenses | 3,780 | 3,333 | 7,361 | 6,702 |
Operating income (loss) | 426 | 525 | 896 | 953 |
Interest expense | (20) | (21) | (39) | (51) |
Other income (expense), net | 38 | 23 | 77 | 49 |
Income from continuing operations before income taxes and equity income | 444 | 527 | 934 | 951 |
Income tax expense | (96) | (87) | (184) | (174) |
Income from continuing operations before equity income | 348 | 440 | 750 | 777 |
Equity income, net of tax | 7 | 13 | 5 | |
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Income from continuing operations | 355 | 440 | 763 | 782 |
Income from discontinued operations, net of tax | 0 | 298 | 108 | 223 |
Net income | 355 | 738 | 871 | 1,005 |
Net income attributable to noncontrolling interest | 13 | 22 | 31 | 42 |
Net income attributable to Delphi | 342 | 716 | 840 | 963 |
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 (loss) | 0 | 0 | 0 | 0 |
Interest expense | 87 | 64 | 170 | 133 |
Other income (expense), net | (87) | (64) | (170) | (133) |
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 | |
Equity in net income (loss) of subsidiaries | (817) | (1,602) | (1,894) | (2,094) |
Income from continuing operations | (817) | (1,602) | (1,894) | (2,094) |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | (817) | (1,602) | (1,894) | (2,094) |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Delphi | $ (817) | $ (1,602) | $ (1,894) | $ (2,094) |
Supplemental Guarantor And No99
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ 271 | $ 667 | $ 714 | $ 896 |
Currency translation adjustments | (56) | 61 | (19) | (173) |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | 26 | (2) | 49 | (6) |
Employee benefit plans adjustment, net of tax | 17 | (5) | 22 | 22 |
Other comprehensive income (loss) | (13) | 54 | 52 | (157) |
Equity in other comprehensive income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Comprehensive income | 258 | 721 | 766 | 739 |
Comprehensive income attributable to noncontrolling interests | 10 | 23 | 29 | 41 |
Comprehensive income attributable to Delphi | 248 | 698 | 737 | 698 |
Reportable Legal Entities | Parent | ||||
Net income | 258 | 645 | 683 | 854 |
Currency translation adjustments | 16 | 0 | (9) | 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) | 16 | 0 | (9) | 0 |
Equity in other comprehensive income (loss) of subsidiaries | (26) | 53 | 63 | (156) |
Comprehensive income | 248 | 698 | 737 | 698 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | 248 | 698 | 737 | 698 |
Reportable Legal Entities | Subsidiary Guarantors | ||||
Net income | 350 | 715 | 846 | 926 |
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 | (102) | (17) | (125) | (228) |
Comprehensive income | 248 | 698 | 721 | 698 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | 248 | 698 | 721 | 698 |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | ||||
Net income | 125 | 171 | 208 | 205 |
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 | 0 | 0 | 11 | (1) |
Comprehensive income | 125 | 171 | 219 | 204 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | 125 | 171 | 219 | 204 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Net income | 355 | 738 | 871 | 1,005 |
Currency translation adjustments | (72) | 61 | (10) | (173) |
Net change in unrecognized gain (loss) on derivative instruments, net of tax | 26 | (2) | 49 | (6) |
Employee benefit plans adjustment, net of tax | 17 | (5) | 22 | 22 |
Other comprehensive income (loss) | (29) | 54 | 61 | (157) |
Equity in other comprehensive income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Comprehensive income | 326 | 792 | 932 | 848 |
Comprehensive income attributable to noncontrolling interests | 10 | 23 | 29 | 41 |
Comprehensive income attributable to Delphi | 316 | 769 | 903 | 807 |
Eliminations | ||||
Net income | (817) | (1,602) | (1,894) | (2,094) |
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 | 128 | (36) | 51 | 385 |
Comprehensive income | (689) | (1,638) | (1,843) | (1,709) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Delphi | $ (689) | $ (1,638) | $ (1,843) | $ (1,709) |
Supplemental Guarantor And N100
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Cash and cash equivalents | $ 437 | $ 535 | $ 1,171 |
Restricted cash | 1 | 1 | |
Accounts receivable, net | 2,900 | 2,750 | |
Intercompany receivables, current | 0 | 0 | |
Inventories | 1,318 | 1,181 | |
Other current assets | 395 | 431 | |
Current assets held for sale | 0 | 223 | |
Total current assets | 5,051 | 5,121 | |
Intercompany receivables, long-term | 0 | 0 | |
Property, net | 3,430 | 3,377 | |
Investments in affiliates | 96 | 94 | |
Investments in subsidiaries | 0 | 0 | |
Intangible assets, net | 2,916 | 2,922 | |
Other long-term assets | 464 | 459 | |
Total long-term assets | 6,906 | 6,852 | |
Total assets | 11,957 | 11,973 | |
Short-term debt | 97 | 52 | |
Accounts payable | 2,527 | 2,541 | |
Intercompany payables, current | 0 | 0 | |
Accrued liabilities | 1,275 | 1,204 | |
Current liabilities held for sale | 0 | 130 | |
Total current liabilities | 3,899 | 3,927 | |
Long-term debt | 3,969 | 3,956 | |
Intercompany payables, long-term | 0 | 0 | |
Pension benefit obligations | 807 | 854 | |
Other long-term liabilities | 512 | 503 | |
Total long-term liabilities | 5,288 | 5,313 | |
Total liabilities | 9,187 | 9,240 | |
Total Delphi shareholders' equity | 2,381 | 2,250 | |
Noncontrolling interest | 389 | 483 | |
Total shareholders' equity | 2,770 | 2,733 | |
Total liabilities and shareholders' equity | 11,957 | 11,973 | |
Reportable Legal Entities | Parent | |||
Cash and cash equivalents | 2 | 4 | 11 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | 0 | 101 | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | ||
Total current assets | 2 | 105 | |
Intercompany receivables, long-term | 0 | 0 | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | 9,824 | 8,916 | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 0 | 0 | |
Total long-term assets | 9,824 | 8,916 | |
Total assets | 9,826 | 9,021 | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 2 | |
Intercompany payables, current | 5,198 | 4,543 | |
Accrued liabilities | 25 | 17 | |
Current liabilities held for sale | 0 | ||
Total current liabilities | 5,223 | 4,562 | |
Long-term debt | 2,058 | 2,047 | |
Intercompany payables, long-term | 164 | 162 | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Total long-term liabilities | 2,222 | 2,209 | |
Total liabilities | 7,445 | 6,771 | |
Total Delphi shareholders' equity | 2,381 | 2,250 | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | 2,381 | 2,250 | |
Total liabilities and shareholders' equity | 9,826 | 9,021 | |
Reportable Legal Entities | Subsidiary Guarantors | |||
Cash and cash equivalents | 0 | 0 | 1 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | 1,180 | 1,148 | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | ||
Total current assets | 1,180 | 1,148 | |
Intercompany receivables, long-term | 805 | 775 | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | 8,070 | 7,243 | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 0 | 0 | |
Total long-term assets | 8,875 | 8,018 | |
Total assets | 10,055 | 9,166 | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany payables, current | 565 | 555 | |
Accrued liabilities | 0 | 0 | |
Current liabilities held for sale | 0 | ||
Total current liabilities | 565 | 555 | |
Long-term debt | 0 | 0 | |
Intercompany payables, long-term | 1,311 | 1,305 | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Total long-term liabilities | 1,311 | 1,305 | |
Total liabilities | 1,876 | 1,860 | |
Total Delphi shareholders' equity | 8,179 | 7,306 | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | 8,179 | 7,306 | |
Total liabilities and shareholders' equity | 10,055 | 9,166 | |
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 | 495 | 387 | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | ||
Total current assets | 495 | 387 | |
Intercompany receivables, long-term | 1,037 | 1,007 | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | 2,949 | 2,758 | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 9 | 12 | |
Total long-term assets | 3,995 | 3,777 | |
Total assets | 4,490 | 4,164 | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany payables, current | 950 | 905 | |
Accrued liabilities | 23 | 24 | |
Current liabilities held for sale | 0 | ||
Total current liabilities | 973 | 929 | |
Long-term debt | 1,883 | 1,883 | |
Intercompany payables, long-term | 1,031 | 1,001 | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 28 | 27 | |
Total long-term liabilities | 2,942 | 2,911 | |
Total liabilities | 3,915 | 3,840 | |
Total Delphi shareholders' equity | 575 | 324 | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | 575 | 324 | |
Total liabilities and shareholders' equity | 4,490 | 4,164 | |
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||
Cash and cash equivalents | 435 | 531 | 1,159 |
Restricted cash | 1 | 1 | |
Accounts receivable, net | 2,900 | 2,750 | |
Intercompany receivables, current | 5,450 | 4,852 | |
Inventories | 1,318 | 1,181 | |
Other current assets | 395 | 431 | |
Current assets held for sale | 223 | ||
Total current assets | 10,499 | 9,969 | |
Intercompany receivables, long-term | 1,751 | 1,743 | |
Property, net | 3,430 | 3,377 | |
Investments in affiliates | 96 | 94 | |
Investments in subsidiaries | 0 | 0 | |
Intangible assets, net | 2,916 | 2,922 | |
Other long-term assets | 455 | 447 | |
Total long-term assets | 8,648 | 8,583 | |
Total assets | 19,147 | 18,552 | |
Short-term debt | 97 | 52 | |
Accounts payable | 2,527 | 2,539 | |
Intercompany payables, current | 412 | 480 | |
Accrued liabilities | 1,227 | 1,163 | |
Current liabilities held for sale | 130 | ||
Total current liabilities | 4,263 | 4,364 | |
Long-term debt | 28 | 26 | |
Intercompany payables, long-term | 1,087 | 1,057 | |
Pension benefit obligations | 807 | 854 | |
Other long-term liabilities | 484 | 476 | |
Total long-term liabilities | 2,406 | 2,413 | |
Total liabilities | 6,669 | 6,777 | |
Total Delphi shareholders' equity | 12,089 | 11,292 | |
Noncontrolling interest | 389 | 483 | |
Total shareholders' equity | 12,478 | 11,775 | |
Total liabilities and shareholders' equity | 19,147 | 18,552 | |
Eliminations | |||
Cash and cash equivalents | 0 | 0 | $ 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Intercompany receivables, current | (7,125) | (6,488) | |
Inventories | 0 | 0 | |
Other current assets | 0 | 0 | |
Current assets held for sale | 0 | ||
Total current assets | (7,125) | (6,488) | |
Intercompany receivables, long-term | (3,593) | (3,525) | |
Property, net | 0 | 0 | |
Investments in affiliates | 0 | 0 | |
Investments in subsidiaries | (20,843) | (18,917) | |
Intangible assets, net | 0 | 0 | |
Other long-term assets | 0 | 0 | |
Total long-term assets | (24,436) | (22,442) | |
Total assets | (31,561) | (28,930) | |
Short-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany payables, current | (7,125) | (6,483) | |
Accrued liabilities | 0 | 0 | |
Current liabilities held for sale | 0 | ||
Total current liabilities | (7,125) | (6,483) | |
Long-term debt | 0 | 0 | |
Intercompany payables, long-term | (3,593) | (3,525) | |
Pension benefit obligations | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Total long-term liabilities | (3,593) | (3,525) | |
Total liabilities | (10,718) | (10,008) | |
Total Delphi shareholders' equity | (20,843) | (18,922) | |
Noncontrolling interest | 0 | 0 | |
Total shareholders' equity | (20,843) | (18,922) | |
Total liabilities and shareholders' equity | $ (31,561) | $ (28,930) |
Supplemental Guarantor And N101
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net cash provided by (used in) operating activities from continuing operations | $ 843 | $ 635 | |
Net cash provided by operating activities from discontinued operations | 0 | 34 | |
Net cash provided by operating activities | 843 | 669 | |
Capital expenditures | (412) | (360) | |
Proceeds from sale of property / investments | 8 | 3 | |
Net proceeds from divestiture of discontinued operations | 52 | 660 | |
Cost of business acquisitions, net of cash acquired | (15) | 0 | |
Cost of technology investments | (3) | (23) | |
Payment associated with business disposal | 0 | (7) | |
Settlement of derivatives | (16) | 0 | |
Loans to affiliates | 0 | 0 | |
Repayments of loans from affiliates | 0 | 0 | |
Investments in Subsidiaries | 0 | ||
Net cash (used in) provided by investing activities from continuing operations | (386) | 273 | |
Net cash used in investing activities from discontinued operations | (4) | (65) | |
Net cash (used in) provided by investing activities | (390) | 208 | |
Net proceeds (repayments) under other short-term debt agreements | 51 | 7 | |
Repayment of senior notes | 0 | (546) | |
Proceeds from issuance of senior notes, net of issuance costs | 0 | 753 | |
Dividend payments of consolidated affiliates to minority shareholders | (12) | (13) | |
Proceeds from borrowings from affiliates | 0 | 0 | |
Payments on borrowings from affiliates | 0 | 0 | |
Investment from parent | 0 | ||
Repurchase of ordinary shares | (435) | (542) | |
Distribution of cash dividends | (159) | (145) | |
Taxes withheld and paid on employees' restricted share awards | (40) | (58) | |
Net cash used in financing activities | (595) | (544) | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | (2) | |
Increase (decrease) in cash and cash equivalents | (142) | 331 | |
Cash and cash equivalents at beginning of period | 579 | 904 | |
Cash and cash equivalents at end of period | $ 579 | 437 | 1,235 |
Cash and cash equivalents of discontinued operations | 0 | 64 | |
Cash and cash equivalents of continuing operations | 535 | 437 | 1,171 |
Reportable Legal Entities | Parent | |||
Net cash provided by (used in) operating activities from continuing operations | (24) | 6 | |
Net cash provided by operating activities from discontinued operations | 0 | 0 | |
Net cash provided by operating activities | (24) | 6 | |
Capital expenditures | 0 | 0 | |
Proceeds from sale of property / investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | 0 | |
Cost of business acquisitions, net of cash acquired | 0 | ||
Cost of technology investments | 0 | 0 | |
Payment associated with business disposal | 0 | ||
Settlement of derivatives | 0 | ||
Loans to affiliates | 0 | 0 | |
Repayments of loans from affiliates | 0 | 0 | |
Investments in Subsidiaries | (753) | ||
Net cash (used in) provided by investing activities from continuing operations | 0 | (753) | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash (used in) provided by investing activities | 0 | (753) | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayment of senior notes | 0 | ||
Proceeds from issuance of senior notes, net of issuance costs | 753 | ||
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | 619 | 818 | |
Payments on borrowings from affiliates | (3) | (135) | |
Investment from parent | 0 | ||
Repurchase of ordinary shares | (435) | (542) | |
Distribution of cash dividends | (159) | (145) | |
Taxes withheld and paid on employees' restricted share awards | 0 | 0 | |
Net cash used in financing activities | 22 | 749 | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | 0 | |
Increase (decrease) in cash and cash equivalents | (2) | 2 | |
Cash and cash equivalents at beginning of period | 4 | 9 | |
Cash and cash equivalents at end of period | 4 | 2 | 11 |
Cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents of continuing operations | 4 | 2 | 11 |
Reportable Legal Entities | Subsidiary Guarantors | |||
Net cash provided by (used in) operating activities from continuing operations | 7 | 0 | |
Net cash provided by operating activities from discontinued operations | 0 | 0 | |
Net cash provided by operating activities | 7 | 0 | |
Capital expenditures | 0 | 0 | |
Proceeds from sale of property / investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | 0 | |
Cost of business acquisitions, net of cash acquired | 0 | ||
Cost of technology investments | 0 | 0 | |
Payment associated with business disposal | 0 | ||
Settlement of derivatives | 0 | ||
Loans to affiliates | (7) | (753) | |
Repayments of loans from affiliates | 0 | 0 | |
Investments in Subsidiaries | 0 | ||
Net cash (used in) provided by investing activities from continuing operations | (7) | (753) | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash (used in) provided by investing activities | (7) | (753) | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayment of senior notes | 0 | ||
Proceeds from issuance of senior notes, net of issuance costs | 0 | ||
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | 0 | 0 | |
Payments on borrowings from affiliates | 0 | 0 | |
Investment from parent | 753 | ||
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 | 0 | 753 | |
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 | 1 | |
Cash and cash equivalents at end of period | 0 | 0 | 1 |
Cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents of continuing operations | 0 | 0 | 1 |
Reportable Legal Entities | Subsidiary Issuer/Guarantor | |||
Net cash provided by (used in) operating activities from continuing operations | 0 | 0 | |
Net cash 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 / investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | 0 | |
Cost of business acquisitions, net of cash acquired | (15) | ||
Cost of technology investments | (3) | 0 | |
Payment associated with business disposal | 0 | ||
Settlement of derivatives | 0 | ||
Loans to affiliates | 0 | (342) | |
Repayments of loans from affiliates | 0 | 135 | |
Investments in Subsidiaries | 0 | ||
Net cash (used in) provided by investing activities from continuing operations | (18) | (207) | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash (used in) provided by investing activities | (18) | (207) | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayment of senior notes | (546) | ||
Proceeds from issuance of senior notes, net of issuance costs | 0 | ||
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | 18 | 753 | |
Payments on borrowings from affiliates | 0 | 0 | |
Investment from parent | 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 | 18 | 207 | |
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 | 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 | 860 | 629 | |
Net cash provided by operating activities from discontinued operations | 0 | 34 | |
Net cash provided by operating activities | 860 | 663 | |
Capital expenditures | (412) | (360) | |
Proceeds from sale of property / investments | 8 | 3 | |
Net proceeds from divestiture of discontinued operations | 52 | 660 | |
Cost of business acquisitions, net of cash acquired | 0 | ||
Cost of technology investments | 0 | (23) | |
Payment associated with business disposal | (7) | ||
Settlement of derivatives | (16) | ||
Loans to affiliates | (630) | (723) | |
Repayments of loans from affiliates | 3 | 0 | |
Investments in Subsidiaries | 0 | ||
Net cash (used in) provided by investing activities from continuing operations | (995) | (450) | |
Net cash used in investing activities from discontinued operations | (4) | (65) | |
Net cash (used in) provided by investing activities | (999) | (515) | |
Net proceeds (repayments) under other short-term debt agreements | 51 | 7 | |
Repayment of senior notes | 0 | ||
Proceeds from issuance of senior notes, net of issuance costs | 0 | ||
Dividend payments of consolidated affiliates to minority shareholders | (12) | (13) | |
Proceeds from borrowings from affiliates | 0 | 247 | |
Payments on borrowings from affiliates | 0 | 0 | |
Investment from parent | 0 | ||
Repurchase of ordinary shares | 0 | 0 | |
Distribution of cash dividends | 0 | 0 | |
Taxes withheld and paid on employees' restricted share awards | (40) | (58) | |
Net cash used in financing activities | (1) | 183 | |
Effect of exchange rate fluctuations on cash and cash equivalents | 0 | (2) | |
Increase (decrease) in cash and cash equivalents | (140) | 329 | |
Cash and cash equivalents at beginning of period | 575 | 894 | |
Cash and cash equivalents at end of period | 575 | 435 | 1,223 |
Cash and cash equivalents of discontinued operations | 0 | 64 | |
Cash and cash equivalents of continuing operations | 531 | 435 | 1,159 |
Eliminations | |||
Net cash provided by (used in) operating activities from continuing operations | 0 | 0 | |
Net cash 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 / investments | 0 | 0 | |
Net proceeds from divestiture of discontinued operations | 0 | 0 | |
Cost of business acquisitions, net of cash acquired | 0 | ||
Cost of technology investments | 0 | 0 | |
Payment associated with business disposal | 0 | ||
Settlement of derivatives | 0 | ||
Loans to affiliates | 637 | 1,818 | |
Repayments of loans from affiliates | (3) | (135) | |
Investments in Subsidiaries | 753 | ||
Net cash (used in) provided by investing activities from continuing operations | 634 | 2,436 | |
Net cash used in investing activities from discontinued operations | 0 | 0 | |
Net cash (used in) provided by investing activities | 634 | 2,436 | |
Net proceeds (repayments) under other short-term debt agreements | 0 | 0 | |
Repayment of senior notes | 0 | ||
Proceeds from issuance of senior notes, net of issuance costs | 0 | ||
Dividend payments of consolidated affiliates to minority shareholders | 0 | 0 | |
Proceeds from borrowings from affiliates | (637) | (1,818) | |
Payments on borrowings from affiliates | 3 | 135 | |
Investment from parent | (753) | ||
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 | (634) | (2,436) | |
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 | 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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 4,206 | $ 3,858 | $ 8,257 | $ 7,655 | |
Depreciation and amortization | 190 | 135 | 352 | 263 | |
Adjusted operating income | 577 | 526 | 1,086 | 998 | |
Operating income (loss) | 391 | 481 | 832 | 927 | |
Equity income (loss), net of tax | 7 | 0 | 13 | 5 | |
Net income attributable to noncontrolling interest | 13 | 19 | 28 | 35 | |
Operating Segments | Electrical / Electronic Architecture | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 2,352 | 2,044 | 4,629 | 4,122 | |
Depreciation and amortization | 100 | 69 | 195 | 135 | |
Adjusted operating income | 343 | 292 | 648 | 556 | |
Operating income (loss) | 321 | 267 | 581 | 520 | |
Equity income (loss), net of tax | 7 | 1 | 13 | 5 | |
Net income attributable to noncontrolling interest | 6 | 9 | 13 | 17 | |
Operating Segments | Powertrain Systems | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,118 | 1,143 | 2,212 | 2,224 | |
Depreciation and amortization | 67 | 45 | 111 | 89 | |
Adjusted operating income | 138 | 146 | 268 | 275 | |
Operating income (loss) | (12) | 135 | 105 | 256 | |
Equity income (loss), net of tax | 0 | (1) | 0 | 0 | |
Net income attributable to noncontrolling interest | 7 | 10 | 15 | 18 | |
Operating Segments | Electronics And Safety | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 777 | 713 | 1,497 | 1,395 | |
Depreciation and amortization | 23 | 21 | 46 | 39 | |
Adjusted operating income | 96 | 88 | 170 | 167 | |
Operating income (loss) | 82 | 79 | 146 | 151 | |
Equity income (loss), net of tax | 0 | 0 | 0 | 0 | |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | (41) | (42) | (81) | (86) |
Depreciation and amortization | [1] | 0 | 0 | 0 | 0 |
Adjusted operating income | [1] | 0 | 0 | 0 | 0 |
Operating income (loss) | [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 Reconcilia103
Segment Reporting Reconciliation of Adjusted OI to Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Adjusted operating income | $ 577 | $ 526 | $ 1,086 | $ 998 | |
Restructuring | (154) | (17) | (189) | (33) | |
Other acquisition and portfolio project costs | (10) | (10) | (43) | (18) | |
Asset impairments | (22) | (4) | (22) | (6) | |
Gain (loss) on business divestitures | (14) | (14) | |||
Operating income | 391 | 481 | 832 | 927 | |
Interest expense | (41) | (30) | (82) | (62) | |
Other income (expense), net | (2) | (2) | 2 | (56) | |
Income from continuing operations before income taxes and equity income | 348 | 449 | 752 | 809 | |
Income tax expense | (84) | (80) | (159) | (141) | |
Equity income, net of tax | 7 | 0 | 13 | 5 | |
Income from continuing operations | 271 | 369 | 606 | 673 | |
Income from discontinued operations, net of tax | 0 | 298 | 108 | 223 | |
Net income | 271 | 667 | 714 | 896 | |
Net income attributable to noncontrolling interest | 13 | 22 | 31 | 42 | |
Net income attributable to Delphi | 258 | 645 | 683 | 854 | |
Electrical / Electronic Architecture | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Restructuring | (17) | (5) | (35) | (9) | |
Powertrain Systems | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Restructuring | (126) | (8) | (135) | (14) | |
Electronics And Safety | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Restructuring | (11) | (4) | (19) | (10) | |
Operating Segments | Electrical / Electronic Architecture | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Adjusted operating income | 343 | 292 | 648 | 556 | |
Restructuring | (17) | (5) | (35) | (9) | |
Other acquisition and portfolio project costs | (5) | (5) | (32) | (10) | |
Asset impairments | 0 | (1) | 0 | (3) | |
Gain (loss) on business divestitures | (14) | (14) | |||
Operating income | 321 | 267 | 581 | 520 | |
Equity income, net of tax | 7 | 1 | 13 | 5 | |
Operating Segments | Powertrain Systems | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Adjusted operating income | 138 | 146 | 268 | 275 | |
Restructuring | (126) | (8) | (135) | (14) | |
Other acquisition and portfolio project costs | (2) | (3) | (6) | (5) | |
Asset impairments | (22) | 0 | (22) | 0 | |
Gain (loss) on business divestitures | 0 | 0 | |||
Operating income | (12) | 135 | 105 | 256 | |
Equity income, net of tax | 0 | (1) | 0 | 0 | |
Operating Segments | Electronics And Safety | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
Adjusted operating income | 96 | 88 | 170 | 167 | |
Restructuring | (11) | (4) | (19) | (10) | |
Other acquisition and portfolio project costs | (3) | (2) | (5) | (3) | |
Asset impairments | 0 | (3) | 0 | (3) | |
Gain (loss) on business divestitures | 0 | 0 | |||
Operating income | 82 | 79 | 146 | 151 | |
Equity income, net of tax | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | |||||
Reconciliation of Segment Adjusted OI to Consolidated Net Income | |||||
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 | 0 | |
Gain (loss) on business divestitures | 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 | 12 Months Ended | |||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Sep. 24, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Net proceeds from divestiture of discontinued operations | $ 52 | $ 660 | ||||||||
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% | |||||||||
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% | |||||||||
Thermal Systems | Discontinued Operations, Disposed of by Sale | ||||||||||
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 | $ 271 | |||||||||
Gain on divestiture of discontinued operations, net of tax, per share | $ 0.95 | |||||||||
Tax effect of gain on divestiture of discontinued operations | $ 52 | |||||||||
Transaction costs | 10 | |||||||||
Post-Closing Adjustments | $ 18 | |||||||||
Thermal Systems | Discontinued Operations, Disposed of by Sale | KDAC | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain (loss) on divestiture of discontinued operations, net of tax | $ 47 | $ (41) | ||||||||
Net proceeds from divestiture of discontinued operations | $ 70 | |||||||||
Impairment loss on KDAC interest | $ 88 | |||||||||
Impairment of KDAC interest, Per Share | $ 0.30 | |||||||||
Fair value of KDAC interest | $ 32 | |||||||||
Thermal Systems | Discontinued Operations, Disposed of by Sale | SDAAC | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from Divestiture of Discontinued Operations | 62 | |||||||||
Gain (loss) on divestiture of discontinued operations, net of tax | $ 104 | |||||||||
Gain on divestiture of discontinued operations, net of tax, per share | $ 0.38 | |||||||||
Tax effect of gain on divestiture of discontinued operations | $ 10 | |||||||||
Cash divested | 29 | |||||||||
Thermal Systems | Discontinued Operations, Disposed of by Sale | Other income (expense), net | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Transition Services Agreement Fees | $ 2 | 5 | ||||||||
Thermal Systems | Discontinued Operations, Held-for-sale or Disposed of by Sale | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain (loss) on divestiture of discontinued operations, net of tax | 0 | $ 285 | 104 | 285 | ||||||
Post-Closing Adjustments to Prior Period Gain on Divestiture | $ 0 | $ 0 | $ (3) | $ 0 |
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 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Cash and cash equivalents | $ 0 | $ 64 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | |||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Cash and cash equivalents | $ 44 | ||
Accounts receivable, net | 79 | ||
Inventories, net | 17 | ||
Property, net | 74 | ||
Investments in affiliates | 0 | ||
Intangible assets, net | 1 | ||
Other assets | 8 | ||
Total assets of the discontinued operations classified as held for sale | 223 | ||
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Accounts payable | 97 | ||
Accrued liabilities | 27 | ||
Other liabilities | 6 | ||
Total liabilities of the discontinued operations classified as held for sale | 130 | ||
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 | $ 109 |
Discontinued Operations Reco106
Discontinued Operations Reconciliation of Major Classes of Profit or Loss of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of tax | $ 0 | $ 298 | $ 108 | $ 223 |
Income from discontinued operations attributable to Delphi | 0 | 295 | 105 | 216 |
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 | 0 | 382 | 78 | 755 |
Cost of sales | 0 | 345 | 67 | 688 |
Selling, general and administrative | 0 | 11 | 4 | 22 |
Amortization | 0 | 0 | 0 | 1 |
Restructuring | 0 | 1 | 0 | 2 |
Income from discontinued operations before income taxes and equity income | 0 | 25 | 7 | 42 |
Income tax benefit (expense) on discontinued operations | 0 | (12) | 0 | (16) |
Gain (loss) on divestiture of discontinued operations, net of tax | 0 | 285 | 104 | 285 |
Adjustment to prior period gain on divestiture, net of tax | 0 | 0 | (3) | 0 |
Impairment loss | 0 | 0 | 0 | (88) |
Income from discontinued operations, net of tax | 0 | 298 | 108 | 223 |
Income from discontinued operations attributable to noncontrolling interests | 0 | 3 | 3 | 7 |
Income from discontinued operations attributable to Delphi | 0 | 295 | 105 | 216 |
Income from discontinued operations before income taxes attributable to Delphi | $ 0 | $ 307 | 115 | 231 |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Thermal Systems | SDAAC | ||||
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 | $ 0 | $ 1 |