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 2013 Senior Notes and the 2014 Senior Notes, both of which were registered under the Securities Act, and is the borrower of obligations under the Credit Agreement. The 2013 Senior Notes were subsequently redeemed and extinguished in September 2016. The 2014 Senior Notes and obligations under the Credit Agreement are, and prior to their redemption, the 2013 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 Senior Notes, the 2015 Euro-denominated Senior Notes, the 2016 Euro-denominated Senior Notes and the 2016 Senior Notes, each of which were registered under the Securities Act. Each series of these senior notes are fully and unconditionally guaranteed on a joint and several basis, subject to customary release provisions, by certain of Delphi Automotive PLC's direct and indirect subsidiary companies (the “Subsidiary Guarantors”), and Delphi Corporation, each of which are directly or indirectly 100% owned by Delphi Automotive PLC. All other consolidated direct and indirect subsidiaries of Delphi Automotive PLC are not subject to the guarantees (“Non-Guarantor Subsidiaries”). In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions. Statement of Operations Three Months Ended March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,292 $ — $ 4,292 Operating expenses: Cost of sales — — — 3,445 — 3,445 Selling, general and administrative 6 — — 282 — 288 Amortization — — — 33 — 33 Restructuring — — — 62 — 62 Total operating expenses 6 — — 3,822 — 3,828 Operating (loss) income (6 ) — — 470 — 464 Interest (expense) income (59 ) (3 ) (43 ) (2 ) 73 (34 ) Other income (expense), net — 10 1 34 (73 ) (28 ) (Loss) income from continuing operations before income taxes and equity income (65 ) 7 (42 ) 502 — 402 Income tax benefit (expense) — — 15 (76 ) — (61 ) (Loss) income from continuing operations before equity income (65 ) 7 (27 ) 426 — 341 Equity in net income of affiliates — — — 11 — 11 Equity in net income (loss) of subsidiaries 400 377 (30 ) — (747 ) — Income (loss) from continuing operations 335 384 (57 ) 437 (747 ) 352 Income from discontinued operations, net of tax — — — — — — Net income (loss) 335 384 (57 ) 437 (747 ) 352 Net income attributable to noncontrolling interest — — — 17 — 17 Net income (loss) attributable to Delphi $ 335 $ 384 $ (57 ) $ 420 $ (747 ) $ 335 Statement of Operations Three Months Ended March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,051 $ — $ 4,051 Operating expenses: Cost of sales — — — 3,262 — 3,262 Selling, general and administrative 29 — — 248 — 277 Amortization — — — 33 — 33 Restructuring — — — 35 — 35 Total operating expenses 29 — — 3,578 — 3,607 Operating (loss) income (29 ) — — 473 — 444 Interest (expense) income (46 ) (8 ) (51 ) (19 ) 83 (41 ) Other income (expense), net — 31 17 36 (83 ) 1 (Loss) income from continuing operations before income taxes and equity income (75 ) 23 (34 ) 490 — 404 Income tax benefit (expense) — — 13 (88 ) — (75 ) (Loss) income from continuing operations before equity income (75 ) 23 (21 ) 402 — 329 Equity in net income of affiliates — — — 6 — 6 Equity in net income (loss) of subsidiaries 500 473 104 — (1,077 ) — Income from continuing operations 425 496 83 408 (1,077 ) 335 Income from discontinued operations, net of tax — — — 108 — 108 Net income (loss) 425 496 83 516 (1,077 ) 443 Net income attributable to noncontrolling interest — — — 18 — 18 Net income (loss) attributable to Delphi $ 425 $ 496 $ 83 $ 498 $ (1,077 ) $ 425 Statement of Comprehensive Income Three Months Ended March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 335 $ 384 $ (57 ) $ 437 $ (747 ) $ 352 Other comprehensive income (loss): Currency translation adjustments (30 ) — — 116 — 86 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 39 — 39 Employee benefit plans adjustment, net of tax — — — 4 — 4 Other comprehensive (loss) income (30 ) — — 159 — 129 Equity in other comprehensive income (loss) of subsidiaries 158 29 48 — (235 ) — Comprehensive income (loss) 463 413 (9 ) 596 (982 ) 481 Comprehensive income attributable to noncontrolling interests — — — 18 — 18 Comprehensive income (loss) attributable to Delphi $ 463 $ 413 $ (9 ) $ 578 $ (982 ) $ 463 Statement of Comprehensive Income Three Months Ended March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 425 $ 496 $ 83 $ 516 $ (1,077 ) $ 443 Other comprehensive income (loss): Currency translation adjustments (25 ) — — 62 — 37 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 23 — 23 Employee benefit plans adjustment, net of tax — — — 5 — 5 Other comprehensive (loss) income (25 ) — — 90 — 65 Equity in other comprehensive income (loss) income of subsidiaries 89 (23 ) 11 — (77 ) — Comprehensive income (loss) 489 473 94 606 (1,154 ) 508 Comprehensive income attributable to noncontrolling interests — — — 19 — 19 Comprehensive income (loss) attributable to Delphi $ 489 $ 473 $ 94 $ 587 $ (1,154 ) $ 489 Balance Sheet as of March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 1 $ — $ — $ 546 $ — $ 547 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 3,132 — 3,132 Intercompany receivables, current 46 1,862 185 5,888 (7,981 ) — Inventories — — — 1,375 — 1,375 Other current assets — — — 432 — 432 Total current assets 47 1,862 185 11,374 (7,981 ) 5,487 Long-term assets: Intercompany receivables, long-term — 1,088 768 1,785 (3,641 ) — Property, net — — — 3,569 — 3,569 Investments in affiliates — — — 118 — 118 Investments in subsidiaries 11,391 9,231 3,350 — (23,972 ) — Intangible assets, net — — — 2,801 — 2,801 Other long-term assets 60 — 9 453 — 522 Total long-term assets 11,451 10,319 4,127 8,726 (27,613 ) 7,010 Total assets $ 11,498 $ 12,181 $ 4,312 $ 20,100 $ (35,594 ) $ 12,497 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 3 $ 5 $ — $ 8 Accounts payable 1 — — 2,548 — 2,549 Intercompany payables, current 5,857 67 1,002 1,055 (7,981 ) — Accrued liabilities 26 327 2 1,180 — 1,535 Total current liabilities 5,884 394 1,007 4,788 (7,981 ) 4,092 Long-term liabilities: Long-term debt 2,868 — 1,090 33 — 3,991 Intercompany payables, long-term 167 1,320 1,314 840 (3,641 ) — Pension benefit obligations — — — 962 — 962 Other long-term liabilities — — 11 492 — 503 Total long-term liabilities 3,035 1,320 2,415 2,327 (3,641 ) 5,456 Total liabilities 8,919 1,714 3,422 7,115 (11,622 ) 9,548 Total Delphi shareholders’ equity 2,579 10,467 890 12,615 (23,972 ) 2,579 Noncontrolling interest — — — 370 — 370 Total shareholders’ equity 2,579 10,467 890 12,985 (23,972 ) 2,949 Total liabilities and shareholders’ equity $ 11,498 $ 12,181 $ 4,312 $ 20,100 $ (35,594 ) $ 12,497 Balance Sheet as of December 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ — $ — $ 836 $ — $ 838 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 2,938 — 2,938 Intercompany receivables, current 47 1,843 436 5,285 (7,611 ) — Inventories — — — 1,232 — 1,232 Other current assets — — — 410 — 410 Total current assets 49 1,843 436 10,702 (7,611 ) 5,419 Long-term assets: Intercompany receivables, long-term — 1,070 768 1,767 (3,605 ) — Property, net — — — 3,515 — 3,515 Investments in affiliates — — — 101 — 101 Investments in subsidiaries 10,833 8,722 3,090 — (22,645 ) — Intangible assets, net — — — 2,748 — 2,748 Other long-term assets 60 — 10 439 — 509 Total long-term assets 10,893 9,792 3,868 8,570 (26,250 ) 6,873 Total assets $ 10,942 $ 11,635 $ 4,304 $ 19,272 $ (33,861 ) $ 12,292 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 3 $ 9 $ — $ 12 Accounts payable 3 — — 2,560 — 2,563 Intercompany payables, current 5,504 68 974 1,065 (7,611 ) — Accrued liabilities 31 300 30 1,212 — 1,573 Total current liabilities 5,538 368 1,007 4,846 (7,611 ) 4,148 Long-term liabilities: Long-term debt 2,837 — 1,090 32 — 3,959 Intercompany payables, long-term 166 1,317 1,296 826 (3,605 ) — Pension benefit obligations — — — 955 — 955 Other long-term liabilities — — 10 457 — 467 Total long-term liabilities 3,003 1,317 2,396 2,270 (3,605 ) 5,381 Total liabilities 8,541 1,685 3,403 7,116 (11,216 ) 9,529 Total Delphi shareholders’ equity 2,401 9,950 901 11,794 (22,645 ) 2,401 Noncontrolling interest — — — 362 — 362 Total shareholders’ equity 2,401 9,950 901 12,156 (22,645 ) 2,763 Total liabilities and shareholders’ equity $ 10,942 $ 11,635 $ 4,304 $ 19,272 $ (33,861 ) $ 12,292 Statement of Cash Flows for the Three Months Ended March 31, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (26 ) $ — $ — $ 316 $ — $ 290 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (26 ) — — 316 — 290 Cash flows from investing activities: Capital expenditures — — — (215 ) — (215 ) Cost of business acquisitions, net of cash acquired — — — (40 ) — (40 ) Cost of technology investments — — — (15 ) — (15 ) Loans to affiliates — — — (297 ) 297 — Net cash (used in) provided by investing activities from continuing operations — — — (567 ) 297 (270 ) Net cash provided by investing activities from discontinued operations — — — — — — Net cash (used in) provided by investing activities — — — (567 ) 297 (270 ) Cash flows from financing activities: Net repayments under other short- and long-term debt agreements — — — (4 ) — (4 ) Contingent consideration and deferred acquisition purchase price payments — — — (20 ) — (20 ) Dividend payments of consolidated affiliates to minority shareholders — — — (10 ) — (10 ) Proceeds from borrowings from affiliates 297 — — — (297 ) — Repurchase of ordinary shares (194 ) — — — — (194 ) Distribution of cash dividends (78 ) — — — — (78 ) Taxes withheld and paid on employees' restricted share awards — — — (26 ) — (26 ) Net cash provided by (used in) financing activities 25 — — (60 ) (297 ) (332 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 21 — 21 Decrease in cash and cash equivalents (1 ) — — (290 ) — (291 ) Cash and cash equivalents at beginning of period 2 — — 836 — 838 Cash and cash equivalents at end of period $ 1 $ — $ — $ 546 $ — $ 547 Statement of Cash Flows for the Three Months Ended March 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (60 ) $ 7 $ — $ 321 $ — $ 268 Net cash used in operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (60 ) 7 — 321 — 268 Cash flows from investing activities: Capital expenditures — — — (240 ) — (240 ) Proceeds from sale of property / investments — — — 1 — 1 Net proceeds from divestiture of discontinued operations — — — 52 — 52 Cost of business acquisitions, net of cash acquired — — (15 ) — — (15 ) Cost of technology investments — — (3 ) — — (3 ) Settlement of derivatives — — — (15 ) — (15 ) Loans to affiliates — (7 ) — (514 ) 521 — Repayments of loans from affiliates — — — 3 (3 ) — Net cash (used in) provided by investing activities from continuing operations — (7 ) (18 ) (713 ) 518 (220 ) Net cash used in investing activities from discontinued operations — — — (4 ) — (4 ) Net cash (used in) provided by investing activities — (7 ) (18 ) (717 ) 518 (224 ) Cash flows from financing activities: Net proceeds under other short-term debt agreements — — — 321 — 321 Dividend payments of consolidated affiliates to minority shareholders — — — (12 ) — (12 ) Proceeds from borrowings from affiliates 503 — 18 — (521 ) — Payments on borrowings from affiliates (3 ) — — — 3 — Repurchase of ordinary shares (358 ) — — — — (358 ) Distribution of cash dividends (80 ) — — — — (80 ) Taxes withheld and paid on employees' restricted share awards — — — (37 ) — (37 ) Net cash provided by (used in) financing activities 62 — 18 272 (518 ) (166 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 6 — 6 Increase (decrease) in cash and cash equivalents 2 — — (118 ) — (116 ) Cash and cash equivalents at beginning of period 4 — — 575 — 579 Cash and cash equivalents at end of period $ 6 $ — $ — $ 457 $ — $ 463 |