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 |