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”). Spin-Off Senior Notes As described in Note 8. Debt, in September 2017, Delphi Technologies PLC, a wholly owned subsidiary of the Company, was formed in connection with the planned spin-off of the Powertrain Systems segment. Delphi Technologies PLC is a holding company established to directly, or indirectly, own substantially all of the operating subsidiaries of the spin-off, to issue debt securities and perform treasury operations of the spin-off entity. In September 2017, Delphi Technologies PLC issued $800 million in aggregate principal amount of 5.00% senior unsecured notes due 2025 in a transaction exempt from registration under the Securities Act. The net proceeds from the notes offering were deposited into escrow and are expected to be released in connection with the spin-off. The notes are not guaranteed until their release from escrow, and will not be guaranteed by the Company or any of its subsidiaries that will not be subsidiaries of Delphi Technologies PLC following the spin-off. As Delphi Technologies PLC is not a guarantor of the Company's other indebtedness, it is included in the 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 September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,333 $ — $ 4,333 Operating expenses: Cost of sales — — — 3,450 — 3,450 Selling, general and administrative 37 — — 280 — 317 Amortization — — — 34 — 34 Restructuring — — — 21 — 21 Total operating expenses 37 — — 3,785 — 3,822 Operating (loss) income (37 ) — — 548 — 511 Interest (expense) income (66 ) (10 ) (44 ) (3 ) 87 (36 ) Other income (expense), net — 39 1 38 (87 ) (9 ) (Loss) income from continuing operations before income taxes and equity income (103 ) 29 (43 ) 583 — 466 Income tax (expense) benefit (1 ) — 16 (75 ) — (60 ) (Loss) income from continuing operations before equity income (104 ) 29 (27 ) 508 — 406 Equity in net income of affiliates — — — 7 — 7 Equity in net income (loss) of subsidiaries 499 452 40 — (991 ) — Income (loss) from continuing operations 395 481 13 515 (991 ) 413 Income from discontinued operations, net of tax — — — — — — Net income (loss) 395 481 13 515 (991 ) 413 Net income attributable to noncontrolling interest — — — 18 — 18 Net income (loss) attributable to Delphi $ 395 $ 481 $ 13 $ 497 $ (991 ) $ 395 Statement of Operations Nine Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 12,943 $ — $ 12,943 Operating expenses: Cost of sales — — — 10,314 — 10,314 Selling, general and administrative 72 — — 834 — 906 Amortization — — — 100 — 100 Restructuring — — — 180 — 180 Total operating expenses 72 — — 11,428 — 11,500 Operating (loss) income (72 ) — — 1,515 — 1,443 Interest (expense) income (188 ) (14 ) (130 ) (9 ) 236 (105 ) Other income (expense), net — 105 2 100 (236 ) (29 ) (Loss) income from continuing operations before income taxes and equity income (260 ) 91 (128 ) 1,606 — 1,309 Income tax benefit (expense) — — 47 (230 ) — (183 ) (Loss) income from continuing operations before equity income (260 ) 91 (81 ) 1,376 — 1,126 Equity in net income of affiliates — — — 25 — 25 Equity in net income (loss) of subsidiaries 1,359 1,221 59 — (2,639 ) — Income (loss) from continuing operations 1,099 1,312 (22 ) 1,401 (2,639 ) 1,151 Income from discontinued operations, net of tax — — — — — — Net income (loss) 1,099 1,312 (22 ) 1,401 (2,639 ) 1,151 Net income attributable to noncontrolling interest — — — 52 — 52 Net income (loss) attributable to Delphi $ 1,099 $ 1,312 $ (22 ) $ 1,349 $ (2,639 ) $ 1,099 Statement of Operations Three Months Ended September 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 4,091 $ — $ 4,091 Operating expenses: Cost of sales — — — 3,253 — 3,253 Selling, general and administrative 44 — — 234 — 278 Amortization — — — 34 — 34 Restructuring — — — 63 — 63 Total operating expenses 44 — — 3,584 — 3,628 Operating (loss) income (44 ) — — 507 — 463 Interest (expense) income (54 ) (4 ) (52 ) (19 ) 88 (41 ) Other (expense) income, net (5 ) 34 (51 ) 41 (88 ) (69 ) (Loss) income from continuing operations before income taxes and equity income (103 ) 30 (103 ) 529 — 353 Income tax benefit (expense) — — 38 (95 ) — (57 ) (Loss) income from continuing operations before equity income (103 ) 30 (65 ) 434 — 296 Equity in net income of affiliates — — — 10 — 10 Equity in net income (loss) of subsidiaries 396 347 111 — (854 ) — Income from continuing operations 293 377 46 444 (854 ) 306 Income from discontinued operations, net of tax — — — — — — Net income (loss) 293 377 46 444 (854 ) 306 Net income attributable to noncontrolling interest — — — 13 — 13 Net income (loss) attributable to Delphi $ 293 $ 377 $ 46 $ 431 $ (854 ) $ 293 Statement of Operations Nine Months Ended September 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ — $ — $ 12,348 $ — $ 12,348 Operating expenses: Cost of sales — — — 9,861 — 9,861 Selling, general and administrative 108 — — 725 — 833 Amortization — — — 101 — 101 Restructuring — — — 252 — 252 Total operating expenses 108 — — 10,939 — 11,047 Operating (loss) income (108 ) — — 1,409 — 1,301 Interest (expense) income (150 ) (20 ) (153 ) (58 ) 258 (123 ) Other (expense) income, net (5 ) 96 (18 ) 112 (258 ) (73 ) (Loss) income from continuing operations before income taxes and equity income (263 ) 76 (171 ) 1,463 — 1,105 Income tax benefit (expense) — — 63 (279 ) — (216 ) (Loss) income from continuing operations before equity income (263 ) 76 (108 ) 1,184 — 889 Equity in net income of affiliates — — — 23 — 23 Equity in net income (loss) of subsidiaries 1,239 1,147 362 — (2,748 ) — Income from continuing operations 976 1,223 254 1,207 (2,748 ) 912 Income from discontinued operations, net of tax — — — 108 — 108 Net income (loss) 976 1,223 254 1,315 (2,748 ) 1,020 Net income attributable to noncontrolling interest — — — 44 — 44 Net income (loss) attributable to Delphi $ 976 $ 1,223 $ 254 $ 1,271 $ (2,748 ) $ 976 Statement of Comprehensive Income Three Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 395 $ 481 $ 13 $ 515 $ (991 ) $ 413 Other comprehensive income (loss): Currency translation adjustments (44 ) — — 131 — 87 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — (9 ) — (9 ) Employee benefit plans adjustment, net of tax — — — (6 ) — (6 ) Other comprehensive (loss) income (44 ) — — 116 — 72 Equity in other comprehensive income (loss) of subsidiaries 113 (74 ) (7 ) — (32 ) — Comprehensive income (loss) 464 407 6 631 (1,023 ) 485 Comprehensive income attributable to noncontrolling interests — — — 21 — 21 Comprehensive income (loss) attributable to Delphi $ 464 $ 407 $ 6 $ 610 $ (1,023 ) $ 464 Statement of Comprehensive Income Nine Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 1,099 $ 1,312 $ (22 ) $ 1,401 $ (2,639 ) $ 1,151 Other comprehensive income (loss): Currency translation adjustments (147 ) — — 423 — 276 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 34 — 34 Employee benefit plans adjustment, net of tax — — — (1 ) — (1 ) Other comprehensive (loss) income (147 ) — — 456 — 309 Equity in other comprehensive income (loss) of subsidiaries 449 (85 ) 54 — (418 ) — Comprehensive income (loss) 1,401 1,227 32 1,857 (3,057 ) 1,460 Comprehensive income attributable to noncontrolling interests — — — 59 — 59 Comprehensive income (loss) attributable to Delphi $ 1,401 $ 1,227 $ 32 $ 1,798 $ (3,057 ) $ 1,401 Statement of Comprehensive Income Three Months Ended September 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuer/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 293 $ 377 $ 46 $ 444 $ (854 ) $ 306 Other comprehensive income (loss): Currency translation adjustments (9 ) — — 36 — 27 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 6 — 6 Employee benefit plans adjustment, net of tax — — — 6 — 6 Other comprehensive (loss) income (9 ) — — 48 — 39 Equity in other comprehensive income (loss) of subsidiaries 47 (85 ) — — 38 — Comprehensive income (loss) 331 292 46 492 (816 ) 345 Comprehensive income attributable to noncontrolling interests — — — 14 — 14 Comprehensive income (loss) attributable to Delphi $ 331 $ 292 $ 46 $ 478 $ (816 ) $ 331 Statement of Comprehensive Income Nine Months Ended September 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net income (loss) $ 976 $ 1,223 $ 254 $ 1,315 $ (2,748 ) $ 1,020 Other comprehensive income (loss): Currency translation adjustments (18 ) — — 26 — 8 Net change in unrecognized gain (loss) on derivative instruments, net of tax — — — 55 — 55 Employee benefit plans adjustment, net of tax — — — 28 — 28 Other comprehensive (loss) income (18 ) — — 109 — 91 Equity in other comprehensive income (loss) of subsidiaries 110 (210 ) 11 — 89 — Comprehensive income (loss) 1,068 1,013 265 1,424 (2,659 ) 1,111 Comprehensive income attributable to noncontrolling interests — — — 43 — 43 Comprehensive income (loss) attributable to Delphi $ 1,068 $ 1,013 $ 265 $ 1,381 $ (2,659 ) $ 1,068 Balance Sheet as of September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ 1 $ — $ — $ 556 $ — $ 557 Cash in escrow related to Powertrain Spin-Off senior notes offering (Note 8) — — — 796 — 796 Restricted cash — — — 1 — 1 Accounts receivable, net — — — 3,225 — 3,225 Intercompany receivables, current — 1,914 201 7,903 (10,018 ) — Inventories — — — 1,642 — 1,642 Other current assets — — — 489 — 489 Total current assets 1 1,914 201 14,612 (10,018 ) 6,710 Long-term assets: Intercompany receivables, long-term — 1,114 768 449 (2,331 ) — Property, net — — — 3,819 — 3,819 Investments in affiliates — — — 130 — 130 Investments in subsidiaries 12,642 10,265 3,322 — (26,229 ) — Intangible assets, net — — — 2,883 — 2,883 Other long-term assets 60 — 8 556 — 624 Total long-term assets 12,702 11,379 4,098 7,837 (28,560 ) 7,456 Total assets $ 12,703 $ 13,293 $ 4,299 $ 22,449 $ (38,578 ) $ 14,166 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt $ — $ — $ 10 $ 5 $ — $ 15 Accounts payable 2 — — 2,743 — 2,745 Intercompany payables, current 6,314 1,708 998 998 (10,018 ) — Accrued liabilities 28 — 2 1,353 — 1,383 Total current liabilities 6,344 1,708 1,010 5,099 (10,018 ) 4,143 Long-term liabilities: Long-term debt 2,986 — 1,083 815 — 4,884 Intercompany payables, long-term 170 — 1,340 821 (2,331 ) — Pension benefit obligations — — — 1,004 — 1,004 Other long-term liabilities — — 12 509 — 521 Total long-term liabilities 3,156 — 2,435 3,149 (2,331 ) 6,409 Total liabilities 9,500 1,708 3,445 8,248 (12,349 ) 10,552 Total Delphi shareholders’ equity 3,203 11,585 854 13,790 (26,229 ) 3,203 Noncontrolling interest — — — 411 — 411 Total shareholders’ equity 3,203 11,585 854 14,201 (26,229 ) 3,614 Total liabilities and shareholders’ equity $ 12,703 $ 13,293 $ 4,299 $ 22,449 $ (38,578 ) $ 14,166 Balance Sheet as of December 31, 2016 Parent Subsidiary Guarantors Subsidiary Issuers/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 Nine Months Ended September 30, 2017 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (73 ) $ (255 ) $ — $ 1,368 $ — $ 1,040 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (73 ) (255 ) — 1,368 — 1,040 Cash flows from investing activities: Capital expenditures — — — (591 ) — (591 ) Proceeds from sale of property / investments — — — 12 — 12 Cost of business acquisitions, net of cash acquired — — — (40 ) — (40 ) Cost of technology investments — — — (51 ) — (51 ) Settlement of derivatives — — — (12 ) — (12 ) Loans to affiliates — (55 ) — (960 ) 1,015 — Repayments of loans from affiliates — — — 17 (17 ) — Net cash (used in) provided by investing activities from continuing operations — (55 ) — (1,625 ) 998 (682 ) Net cash provided by investing activities from discontinued operations — — — — — — Net cash (used in) provided by investing activities — (55 ) — (1,625 ) 998 (682 ) Cash flows from financing activities: Net repayments under other short- and long-term debt agreements — — — (8 ) — (8 ) Proceeds from issuance of senior notes, net of issuance costs — — — 796 — 796 Escrow of proceeds from Powertrain Spin-off senior notes issuance — — — (796 ) — (796 ) Contingent consideration and deferred acquisition purchase price payments — — — (24 ) — (24 ) Dividend payments of consolidated affiliates to minority shareholders — — — (10 ) — (10 ) Proceeds from borrowings from affiliates 705 310 — — (1,015 ) — Payments on borrowings from affiliates (17 ) — — — 17 — Repurchase of ordinary shares (383 ) — — — — (383 ) Distribution of cash dividends (233 ) — — — — (233 ) Taxes withheld and paid on employees' restricted share awards — — — (33 ) — (33 ) Net cash provided by (used in) financing activities 72 310 — (75 ) (998 ) (691 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 52 — 52 Decrease in cash and cash equivalents (1 ) — — (280 ) — (281 ) Cash and cash equivalents at beginning of period 2 — — 836 — 838 Cash and cash equivalents at end of period $ 1 $ — $ — $ 556 $ — $ 557 Statement of Cash Flows for the Nine Months Ended September 30, 2016 Parent Subsidiary Guarantors Subsidiary Issuers/Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net cash (used in) provided by operating activities from continuing operations $ (81 ) $ 33 $ — $ 1,306 $ — $ 1,258 Net cash provided by operating activities from discontinued operations — — — — — — Net cash (used in) provided by operating activities (81 ) 33 — 1,306 — 1,258 Cash flows from investing activities: Capital expenditures — — — (614 ) — (614 ) Proceeds from sale of property / investments — — — 14 — 14 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 ) Increase in restricted cash — — — (1 ) — (1 ) Loans to affiliates — (887 ) — (1,194 ) 2,081 — Repayments of loans from affiliates — — — 353 (353 ) — Investments in subsidiaries (854 ) — (350 ) — 1,204 — Net cash (used in) provided by investing activities from continuing operations (854 ) (887 ) (368 ) (1,406 ) 2,932 (583 ) Net cash used in investing activities from discontinued operations — — — (4 ) — (4 ) Net cash (used in) provided by investing activities (854 ) (887 ) (368 ) (1,410 ) 2,932 (587 ) Cash flows from financing activities: Net repayments under other short-term debt agreements — — — (14 ) — (14 ) Repayment of senior notes — — (862 ) — — (862 ) Proceeds from issuance of senior notes, net of issuance costs 852 — — — — 852 Contingent consideration and deferred acquisition purchase price payments — — — (4 ) — (4 ) Dividend payments of consolidated affiliates to minority shareholders — — — (24 ) — (24 ) Proceeds from borrowings from affiliates 851 — 1,230 — (2,081 ) — Payments on borrowings from affiliates (353 ) — — — 353 — Investment from parent 350 854 — — (1,204 ) — Repurchase of ordinary shares (530 ) — — — — (530 ) Distribution of cash dividends (238 ) — — — — (238 ) Taxes withheld and paid on employees' restricted share awards — — — (40 ) — (40 ) Net cash provided by (used in) financing activities 932 854 368 (82 ) (2,932 ) (860 ) Effect of exchange rate fluctuations on cash and cash equivalents — — — 5 — 5 Decrease in cash and cash equivalents (3 ) — — (181 ) — (184 ) Cash and cash equivalents at beginning of period 4 — — 575 — 579 Cash and cash equivalents at end of period $ 1 $ — $ — $ 394 $ — $ 395 |