SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Basis of Presentation

In May 2011, Delphi Corporation issued the 2011 Senior Notes in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act. The 2011 Senior Notes were exchanged for registered notes in an exchange offer completed in May 2012, and as more fully described in Note 8. Debt, the 5.875% Senior Notes were redeemed and extinguished in March 2014. Additionally, in February 2013 and March 2014, Delphi Corporation issued senior notes registered under the Securities Act. All series of the outstanding senior notes have been issued by Delphi Corporation (the “Subsidiary Issuer”), a 100% owned subsidiary of Delphi Automotive PLC, and are fully and unconditionally guaranteed by certain of its direct and indirect parent companies, which are directly or indirectly 100% owned by Delphi Automotive PLC, (the “Parent 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”). Prior to 2014, certain additional direct and indirect subsidiaries of Delphi Automotive PLC, which are directly or indirectly 100% owned by Delphi Automotive PLC, fully and unconditionally guaranteed all series of the outstanding senior notes. However, all such guarantees of Delphi Corporation's subsidiaries were released during the first quarter of 2014 because such guarantors no longer guaranteed the Credit Agreement. Refer to Note 8. Debt for more information.

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.

The historical presentation of certain intercompany accounts and activity within the supplemental guarantor condensed consolidating financial statements has been revised to be consistent with the presentation as of June 30, 2014.

Statement of Operations Three Months Ended June 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	4,451		$	—		$	4,451
Operating expenses:
Cost of sales	—			—			3,611			—			3,611
Selling, general and administrative	30			—			242			—			272
Amortization	—			—			25			—			25
Restructuring	—			—			55			—			55
Total operating expenses	30			—			3,933			—			3,963
Operating (loss) income	(30		)	—			518			—			488
Interest (expense) income	(11		)	(45		)	(18		)	41			(33		)
Other income (expense), net	15			16			13			(41		)	3
(Loss) income before income taxes and equity income	(26		)	(29		)	513			—			458
Income tax benefit (expense)	—			11			(73		)	—			(62		)
(Loss) income before equity income	(26		)	(18		)	440			—			396
Equity in net income of affiliates	—			—			10			—			10
Equity in net income (loss) of subsidiaries	408			72			—			(480		)	—
Net income (loss)	382			54			450			(480		)	406
Net income attributable to noncontrolling interest	—			—			24			—			24
Net income (loss) attributable to Delphi	$	382		$	54		$	426		$	(480	)	$	382

Statement of Operations Six Months Ended June 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	8,727		$	—		$	8,727
Operating expenses:
Cost of sales	—			—			7,119			—			7,119
Selling, general and administrative	35			—			498			—			533
Amortization	—			—			51			—			51
Restructuring	—			—			77			—			77
Total operating expenses	35			—			7,745			—			7,780
Operating (loss) income	(35		)	—			982			—			947
Interest (expense) income	(21		)	(92		)	(36		)	81			(68		)
Other income (expense), net	30			(3		)	41			(81		)	(13		)
(Loss) income before income taxes and equity income	(26		)	(95		)	987			—			866
Income tax benefit (expense)	—			35			(172		)	—			(137		)
(Loss) income before equity income	(26		)	(60		)	815			—			729
Equity in net income of affiliates	—			—			18			—			18
Equity in net income (loss) of subsidiaries	728			142			—			(870		)	—
Net income (loss)	702			82			833			(870		)	747
Net income attributable to noncontrolling interest	—			—			45			—			45
Net income (loss) attributable to Delphi	$	702		$	82		$	788		$	(870	)	$	702

Statement of Operations Three Months Ended June 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	4,240		$	—		$	4,240
Operating expenses:
Cost of sales	—			—			3,464			—			3,464
Selling, general and administrative	44			—			197			—			241
Amortization	—			—			26			—			26
Restructuring	—			—			26			—			26
Total operating expenses	44			—			3,713			—			3,757
Operating (loss) income	(44		)	—			527			—			483
Interest (expense) income	(12		)	(47		)	(18		)	41			(36		)
Other income (expense), net	15			15			16			(41		)	5
(Loss) income before income taxes and equity income	(41		)	(32		)	525			—			452
Income tax benefit (expense)	—			12			(85		)	—			(73		)
(Loss) income before equity income	(41		)	(20		)	440			—			379
Equity in net income of affiliates	—			—			10			—			10
Equity in net income (loss) of subsidiaries	408			71			—			(479		)	—
Net income (loss)	367			51			450			(479		)	389
Net income attributable to noncontrolling interest	—			—			22			—			22
Net income (loss) attributable to Delphi	$	367		$	51		$	428		$	(479	)	$	367

Statement of Operations Six Months Ended June 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	8,264		$	—		$	8,264
Operating expenses:
Cost of sales	—			—			6,803			—			6,803
Selling, general and administrative	79			—			392			—			471
Amortization	—			—			52			—			52
Restructuring	—			—			58			—			58
Total operating expenses	79			—			7,305			—			7,384
Operating (loss) income	(79		)	—			959			—			880
Interest (expense) income	(26		)	(94		)	(37		)	85			(72		)
Other income (expense), net	30			(6		)	32			(85		)	(29		)
(Loss) income before income taxes and equity income	(75		)	(100		)	954			—			779
Income tax benefit (expense)	—			37			(147		)	—			(110		)
(Loss) income before equity income	(75		)	(63		)	807			—			669
Equity in net income of affiliates	—			—			18			—			18
Equity in net income (loss) of subsidiaries	718			178			—			(896		)	—
Net income (loss)	643			115			825			(896		)	687
Net income attributable to noncontrolling interest	—			—			44			—			44
Net income (loss) attributable to Delphi	$	643		$	115		$	781		$	(896	)	$	643

Statement of Comprehensive Income Three Months Ended June 30, 2014



	Parent Guarantors		Subsidiary Issuer		Non- Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
Net income (loss)	$	382	$	54	$	450	$	(480	)	$	406
Other comprehensive income (loss):
Currency translation adjustments	—		—		21		—			21
Net change in unrecognized gain (loss) on derivative instruments, net of tax	—		—		40		—			40
Employee benefit plans adjustment, net of tax	—		—		1		—			1
Other comprehensive income	—		—		62		—			62
Equity in other comprehensive income (loss) of subsidiaries	60		17		—		(77		)	—
Comprehensive income (loss)	442		71		512		(557		)	468
Comprehensive income attributable to noncontrolling interests	—		—		26		—			26
Comprehensive income (loss) attributable to Delphi	$	442	$	71	$	486	$	(557	)	$	442

Statement of Comprehensive Income Six Months Ended June 30, 2014



	Parent Guarantors		Subsidiary Issuer		Non- Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
Net income (loss)	$	702	$	82	$	833	$	(870	)	$	747
Other comprehensive income (loss):
Currency translation adjustments	—		—		7		—			7
Net change in unrecognized gain (loss) on derivative instruments, net of tax	—		—		7		—			7
Employee benefit plans adjustment, net of tax	—		—		2		—			2
Other comprehensive income	—		—		16		—			16
Equity in other comprehensive income (loss) of subsidiaries	18		9		—		(27		)	—
Comprehensive income (loss)	720		91		849		(897		)	763
Comprehensive income attributable to noncontrolling interests	—		—		43		—			43
Comprehensive income (loss) attributable to Delphi	$	720	$	91	$	806	$	(897	)	$	720

Statement of Comprehensive Income Three Months Ended June 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	367		$	51		$	450		$	(479	)	$	389
Other comprehensive income (loss):
Currency translation adjustments	—			—			(39		)	—			(39		)
Net change in unrecognized gain (loss) on derivative instruments, net of tax	—			—			(45		)	—			(45		)
Employee benefit plans adjustment, net of tax	—			—			(1		)	—			(1		)
Other comprehensive loss	—			—			(85		)	—			(85		)
Equity in other comprehensive (loss) income of subsidiaries	(85		)	(44		)	—			129			—
Comprehensive income (loss)	282			7			365			(350		)	304
Comprehensive income attributable to noncontrolling interests	—			—			22			—			22
Comprehensive income (loss) attributable to Delphi	$	282		$	7		$	343		$	(350	)	$	282

Statement of Comprehensive Income Six Months Ended June 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	643		$	115		$	825		$	(896	)	$	687
Other comprehensive income (loss):
Currency translation adjustments	—			—			(117		)	—			(117		)
Net change in unrecognized gain (loss) on derivative instruments, net of tax	—			—			(39		)	—			(39		)
Employee benefit plans adjustment, net of tax	—			—			16			—			16
Other comprehensive loss	—			—			(140		)	—			(140		)
Equity in other comprehensive (loss) income of subsidiaries	(140		)	(39		)	—			179			—
Comprehensive income (loss)	503			76			685			(717		)	547
Comprehensive income attributable to noncontrolling interests	—			—			44			—			44
Comprehensive income (loss) attributable to Delphi	$	503		$	76		$	641		$	(717	)	$	503

Balance Sheet as of June 30, 2014



	Parent Guarantors		Subsidiary Issuer		Non- Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	4	$	—	$	1,162	$	—		$	1,166
Restricted cash	—		—		5		—			5
Accounts receivable, net	—		—		3,049		—			3,049
Intercompany receivables, current	195		1,480		1,638		(3,313		)	—
Inventories	—		—		1,261		1			1,262
Other current assets	—		9		598		(7		)	600
Total current assets	199		1,489		7,713		(3,319		)	6,082
Long-term assets:
Intercompany receivables, long-term	805		917		1,312		(3,034		)	—
Property, net	—		—		3,311		—			3,311
Investments in affiliates	—		—		248		—			248
Investments in subsidiaries	5,926		952		—		(6,878		)	—
Intangible assets, net	—		—		1,159		(1		)	1,158
Other long-term assets	—		37		626		(10		)	653
Total long-term assets	6,731		1,906		6,656		(9,923		)	5,370
Total assets	$	6,930	$	3,395	$	14,369	$	(13,242	)	$	11,452
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	—	$	32	$	—		$	32
Accounts payable	1		—		2,696		(1		)	2,696
Intercompany payables, current	2,496		45		783		(3,324		)	—
Accrued liabilities	20		30		1,227		(7		)	1,270
Total current liabilities	2,517		75		4,738		(3,332		)	3,998
Long-term liabilities:
Long-term debt	—		2,398		22		—			2,420
Intercompany payables, long-term	1,288		805		942		(3,035		)	—
Pension benefit obligations	—		—		965		—			965
Other long-term liabilities	—		—		385		—			385
Total long-term liabilities	1,288		3,203		2,314		(3,035		)	3,770
Total liabilities	3,805		3,278		7,052		(6,367		)	7,768
Total Delphi shareholders’ equity	3,125		117		6,758		(6,875		)	3,125
Noncontrolling interest	—		—		559		—			559
Total shareholders’ equity	3,125		117		7,317		(6,875		)	3,684
Total liabilities and shareholders’ equity	$	6,930	$	3,395	$	14,369	$	(13,242	)	$	11,452

Balance Sheet as of December 31, 2013



	Parent Guarantors		Subsidiary Issuer		Non- Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	7	$	—	$	1,382	$	—		$	1,389
Restricted cash	—		—		4		—			4
Accounts receivable, net	—		—		2,662		—			2,662
Intercompany receivables, current	452		1,123		1,418		(2,993		)	—
Inventories	—		—		1,102		(9		)	1,093
Other current assets	1		10		600		(7		)	604
Total current assets	460		1,133		7,168		(3,009		)	5,752
Long-term assets:
Intercompany receivables, long-term	561		888		1,283		(2,732		)	—
Property, net	—		—		3,216		—			3,216
Investments in affiliates	—		—		234		—			234
Investments in subsidiaries	5,181		1,130		—		(6,311		)	—
Intangible assets, net	—		—		1,219		—			1,219
Other long-term assets	—		43		581		2			626
Total long-term assets	5,742		2,061		6,533		(9,041		)	5,295
Total assets	$	6,202	$	3,194	$	13,701	$	(12,050	)	$	11,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	25	$	36	$	—		$	61
Accounts payable	—		—		2,595		—			2,595
Intercompany payables, current	2,008		204		771		(2,983		)	—
Accrued liabilities	—		23		1,222		(7		)	1,238
Total current liabilities	2,008		252		4,624		(2,990		)	3,894
Long-term liabilities:
Long-term debt	—		2,339		12		—			2,351
Intercompany payables, long-term	1,283		571		888		(2,742		)	—
Pension benefit obligations	—		—		959		—			959
Other long-term liabilities	—		—		409		—			409
Total long-term liabilities	1,283		2,910		2,268		(2,742		)	3,719
Total liabilities	3,291		3,162		6,892		(5,732		)	7,613
Total Delphi shareholders’ equity	2,911		32		6,286		(6,318		)	2,911
Noncontrolling interest	—		—		523		—			523
Total shareholders’ equity	2,911		32		6,809		(6,318		)	3,434
Total liabilities and shareholders’ equity	$	6,202	$	3,194	$	13,701	$	(12,050	)	$	11,047

Statement of Cash Flows for the Six Months Ended June 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net cash provided by operating activities	$	48		$	—		$	715		$	—		$	763
Cash flows from investing activities:
Capital expenditures	—			—			(470		)	—			(470		)
Proceeds from sale of property/investments	—			—			5			—			5
Increase in restricted cash	—			—			(1		)	—			(1		)
Loans to affiliates	—			(410		)	(713		)	1,123			—
Repayments of loans from affiliates	—			55			254			(309		)	—
Net cash used in investing activities	—			(355		)	(925		)	814			(466		)
Cash flows from financing activities:
Net proceeds from other short-term debt agreements	—			—			6			—			6
Repayments under long-term debt agreements	—			(164		)	—			—			(164		)
Repayment of senior notes	—			(526		)	—			—			(526		)
Proceeds from issuance of senior notes, net of issuance costs	—			691			—			—			691
Dividend payments of consolidated affiliates to minority shareholders	—			—			(7		)	—			(7		)
Proceeds from borrowings from affiliates	659			464			—			(1,123		)	—
Payments on borrowings from affiliates	(199		)	(110		)	—			309			—
Repurchase of ordinary shares	(358		)	—			—			—			(358		)
Distribution of cash dividends	(153		)	—			—			—			(153		)
Taxes withheld and paid on employees' restricted share awards	—			—			(8		)	—			(8		)
Net cash (used in) provided by financing activities	(51		)	355			(9		)	(814		)	(519		)
Effect of exchange rate fluctuations on cash and cash equivalents	—			—			(1		)	—			(1		)
Decrease in cash and cash equivalents	(3		)	—			(220		)	—			(223		)
Cash and cash equivalents at beginning of period	7			—			1,382			—			1,389
Cash and cash equivalents at end of period	$	4		$	—		$	1,162		$	—		$	1,166

Statement of Cash Flows for the Six Months Ended June 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net cash (used in) provided by operating activities	$	(138	)	$	—		$	810		$	—		$	672
Cash flows from investing activities:
Capital expenditures	—			—			(336		)	—			(336		)
Proceeds from sale of property/investments	—			—			4			—			4
Cost of business and technology acquisitions, net of cash acquired	—			—			2			—			2
Decrease in restricted cash	—			—			3			—			3
Loans to affiliates	—			(247		)	(494		)	741			—
Net cash used in investing activities	—			(247		)	(821		)	741			(327		)
Cash flows from financing activities:
Net repayments under other short-term debt agreements	—			—			(74		)	—			(74		)
Repayments under long-term debt agreements	—			(1,346		)	—			—			(1,346		)
Proceeds from issuance of senior secured term loans, net of issuance costs	—			560			—			—			560
Proceeds from issuance of senior notes, net of issuance costs	—			788			—			—			788
Dividend payments of consolidated affiliates to minority shareholders	—			—			(8		)	—			(8		)
Proceeds from borrowings from affiliates	496			245			—			(741		)	—
Repurchase of ordinary shares	(240		)	—			—			—			(240		)
Distribution of cash dividends	(106		)	—			—			—			(106		)
Taxes withheld and paid on employees' restricted share awards	—			—			(14		)	—			(14		)
Net cash provided by (used in) financing activities	150			247			(96		)	(741		)	(440		)
Effect of exchange rate fluctuations on cash and cash equivalents	—			—			(9		)	—			(9		)
Increase (decrease) in cash and cash equivalents	12			—			(116		)	—			(104		)
Cash and cash equivalents at beginning of period	2			—			1,103			—			1,105
Cash and cash equivalents at end of period	$	14		$	—		$	987		$	—		$	1,001