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 June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,318 $ — $ 4,318 Operating expenses: Cost of sales — — — 3,419 — 3,419 Selling, general and administrative 29 — — 272 — 301 Amortization — — — 33 — 33 Restructuring — — — 97 — 97 Total operating expenses 29 — — 3,821 — 3,850 Operating (loss) income (29 ) — — 497 — 468 Interest (expense) income (63 ) (1 ) (43 ) (4 ) 76 (35 ) Other income (expense), net — 56 — 28 (76 ) 8 (Loss) income from continuing operations before income taxes and equity income (92 ) 55 (43 ) 521 — 441 Income tax benefit (expense) 1 — 16 (79 ) — (62 ) (Loss) income from continuing operations before equity income (91 ) 55 (27 ) 442 — 379 Equity in net income of affiliates — — — 7 — 7 Equity in net income (loss) of subsidiaries 460 392 49 — (901 ) — Income (loss) from continuing operations 369 447 22 449 (901 ) 386 Income from discontinued operations, net of tax — — — — — — Net income (loss) 369 447 22 449 (901 ) 386 Net income attributable to noncontrolling interest — — — 17 — 17 Net income (loss) attributable to Delphi $ 369 $ 447 $ 22 $ 432 $ (901 ) $ 369 Statement of Operations Six Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 8,610 $ — $ 8,610 Operating expenses: Cost of sales — — — 6,864 — 6,864 Selling, general and administrative 35 — — 554 — 589 Amortization — — — 66 — 66 Restructuring — — — 159 — 159 Total operating expenses 35 — — 7,643 — 7,678 Operating (loss) income (35 ) — — 967 — 932 Interest (expense) income (122 ) (4 ) (86 ) (6 ) 149 (69 ) Other income (expense), net — 66 1 62 (149 ) (20 ) (Loss) income from continuing operations before income taxes and equity income (157 ) 62 (85 ) 1,023 — 843 Income tax benefit (expense) 1 — 31 (155 ) — (123 ) (Loss) income from continuing operations before equity income (156 ) 62 (54 ) 868 — 720 Equity in net income of affiliates — — — 18 — 18 Equity in net income (loss) of subsidiaries 860 769 19 — (1,648 ) — Income (loss) from continuing operations 704 831 (35 ) 886 (1,648 ) 738 Income from discontinued operations, net of tax — — — — — — Net income (loss) 704 831 (35 ) 886 (1,648 ) 738 Net income attributable to noncontrolling interest — — — 34 — 34 Net income (loss) attributable to Delphi $ 704 $ 831 $ (35 ) $ 852 $ (1,648 ) $ 704 Statement of Operations 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 — — — 3,346 — 3,346 Selling, general and administrative 35 — — 243 — 278 Amortization — — — 34 — 34 Restructuring — — — 154 — 154 Total operating expenses 35 — — 3,777 — 3,812 Operating (loss) income (35 ) — — 429 — 394 Interest (expense) income (50 ) (8 ) (50 ) (20 ) 87 (41 ) Other income (expense), net — 31 16 35 (87 ) (5 ) (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 — — — 6,608 — 6,608 Selling, general and administrative 64 — — 491 — 555 Amortization — — — 67 — 67 Restructuring — — — 189 — 189 Total operating expenses 64 — — 7,355 — 7,419 Operating (loss) income (64 ) — — 902 — 838 Interest (expense) income (96 ) (16 ) (101 ) (39 ) 170 (82 ) Other income (expense), net — 62 33 71 (170 ) (4 ) (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 Comprehensive Income Three Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 369 $ 447 $ 22 $ 449 $ (901 ) $ 386 Other comprehensive income (loss): Currency translation adjustments (73 ) — — 176 — 103 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 4 — 4 Employee benefit plans adjustment, net of tax — — — 1 — 1 Other comprehensive (loss) income (73 ) — — 181 — 108 Equity in other comprehensive income (loss) of subsidiaries 178 (40 ) 13 — (151 ) — Comprehensive income (loss) 474 407 35 630 (1,052 ) 494 Comprehensive income attributable to noncontrolling interests — — — 20 — 20 Comprehensive income (loss) attributable to Delphi $ 474 $ 407 $ 35 $ 610 $ (1,052 ) $ 474 Statement of Comprehensive Income Six Months Ended June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 704 $ 831 $ (35 ) $ 886 $ (1,648 ) $ 738 Other comprehensive income (loss): Currency translation adjustments (103 ) — — 292 — 189 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 43 — 43 Employee benefit plans adjustment, net of tax — — — 5 — 5 Other comprehensive (loss) income (103 ) — — 340 — 237 Equity in other comprehensive income (loss) of subsidiaries 336 (11 ) 61 — (386 ) — Comprehensive income (loss) 937 820 26 1,226 (2,034 ) 975 Comprehensive income attributable to noncontrolling interests — — — 38 — 38 Comprehensive income (loss) attributable to Delphi $ 937 $ 820 $ 26 $ 1,188 $ (2,034 ) $ 937 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 Balance Sheet as of June 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ — $ — $ 792 $ — $ 792 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 3,127 — 3,127 Intercompany receivables, current 3 1,882 270 6,015 (8,170 ) — Inventories — — — 1,485 — 1,485 Other current assets — — — 444 — 444 Total current assets 3 1,882 270 11,864 (8,170 ) 5,849 Long-term assets: Intercompany receivables, long-term — 1,107 768 1,738 (3,613 ) — Property, net — — — 3,671 — 3,671 Investments in affiliates — — — 127 — 127 Investments in subsidiaries 12,031 9,743 3,311 — (25,085 ) — Intangible assets, net — — — 2,860 — 2,860 Other long-term assets 60 — 9 480 — 549 Total long-term assets 12,091 10,850 4,088 8,876 (28,698 ) 7,207 Total assets $ 12,094 $ 12,732 $ 4,358 $ 20,740 $ (36,868 ) $ 13,056 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 8 $ 5 $ — $ 13 Accounts payable — — — 2,603 — 2,603 Intercompany payables, current 6,059 68 970 1,073 (8,170 ) — Accrued liabilities 30 310 9 1,205 — 1,554 Total current liabilities 6,089 378 987 4,886 (8,170 ) 4,170 Long-term liabilities: Long-term debt 2,942 — 1,085 32 — 4,059 Intercompany payables, long-term 168 1,321 1,333 791 (3,613 ) — Pension benefit obligations — — — 986 — 986 Other long-term liabilities — — 11 545 — 556 Total long-term liabilities 3,110 1,321 2,429 2,354 (3,613 ) 5,601 Total liabilities 9,199 1,699 3,416 7,240 (11,783 ) 9,771 Total Delphi shareholders’ equity 2,895 11,033 942 13,110 (25,085 ) 2,895 Noncontrolling interest — — — 390 — 390 Total shareholders’ equity 2,895 11,033 942 13,500 (25,085 ) 3,285 Total liabilities and shareholders’ equity $ 12,094 $ 12,732 $ 4,358 $ 20,740 $ (36,868 ) $ 13,056 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 Six Months Ended June 30, 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 $ (35 ) $ 26 $ — $ 898 $ — $ 889 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (35 ) 26 — 898 — 889 Cash flows from investing activities: Capital expenditures — — — (393 ) — (393 ) Proceeds from sale of property / investments — — — 7 — 7 Cost of business acquisitions, net of cash acquired — — — (40 ) — (40 ) Cost of technology investments — — — (25 ) — (25 ) Settlement of derivatives — — — (12 ) — (12 ) Loans to affiliates — (26 ) — (452 ) 478 — Net cash (used in) provided by investing activities from continuing operations — (26 ) — (915 ) 478 (463 ) Net cash provided by investing activities from discontinued operations — — — — — — Net cash (used in) provided by investing activities — (26 ) — (915 ) 478 (463 ) Cash flows from financing activities: Net repayments under other short- and long-term debt agreements — — — (5 ) — (5 ) 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 478 — — — (478 ) — Repurchase of ordinary shares (289 ) — — — — (289 ) Distribution of cash dividends (156 ) — — — — (156 ) Taxes withheld and paid on employees' restricted share awards — — — (33 ) — (33 ) Net cash provided by (used in) financing activities 33 — — (68 ) (478 ) (513 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 41 — 41 Decrease in cash and cash equivalents (2 ) — — (44 ) — (46 ) Cash and cash equivalents at beginning of period 2 — — 836 — 838 Cash and cash equivalents at end of period $ — $ — $ — $ 792 $ — $ 792 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 |