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 September 30, 2014.

Statement of Operations Three Months Ended September 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	4,144		$	—		$	4,144
Operating expenses:
Cost of sales	—			—			3,388			—			3,388
Selling, general and administrative	31			—			239			—			270
Amortization	—			—			25			—			25
Restructuring	—			—			47			—			47
Total operating expenses	31			—			3,699			—			3,730
Operating (loss) income	(31		)	—			445			—			414
Interest (expense) income	(13		)	(45		)	(17		)	42			(33		)
Other income (expense), net	15			17			15			(42		)	5
(Loss) income before income taxes and equity income	(29		)	(28		)	443			—			386
Income tax benefit (expense)	1			10			(74		)	—			(63		)
(Loss) income before equity income	(28		)	(18		)	369			—			323
Equity in net income of affiliates	—			—			2			—			2
Equity in net income (loss) of subsidiaries	333			47			—			(380		)	—
Net income (loss)	305			29			371			(380		)	325
Net income attributable to noncontrolling interest	—			—			20			—			20
Net income (loss) attributable to Delphi	$	305		$	29		$	351		$	(380	)	$	305

Statement of Operations Nine Months Ended September 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	12,871		$	—		$	12,871
Operating expenses:
Cost of sales	—			—			10,507			—			10,507
Selling, general and administrative	66			—			737			—			803
Amortization	—			—			76			—			76
Restructuring	—			—			124			—			124
Total operating expenses	66			—			11,444			—			11,510
Operating (loss) income	(66		)	—			1,427			—			1,361
Interest (expense) income	(34		)	(137		)	(53		)	123			(101		)
Other income (expense), net	45			14			56			(123		)	(8		)
(Loss) income before income taxes and equity income	(55		)	(123		)	1,430			—			1,252
Income tax benefit (expense)	1			45			(246		)	—			(200		)
(Loss) income before equity income	(54		)	(78		)	1,184			—			1,052
Equity in net income of affiliates	—			—			20			—			20
Equity in net income (loss) of subsidiaries	1,061			189			—			(1,250		)	—
Net income (loss)	1,007			111			1,204			(1,250		)	1,072
Net income attributable to noncontrolling interest	—			—			65			—			65
Net income (loss) attributable to Delphi	$	1,007		$	111		$	1,139		$	(1,250	)	$	1,007

Statement of Operations Three Months Ended September 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	4,017		$	—		$	4,017
Operating expenses:
Cost of sales	—			—			3,338			—			3,338
Selling, general and administrative	41			—			187			—			228
Amortization	—			—			27			—			27
Restructuring	—			—			37			—			37
Total operating expenses	41			—			3,589			—			3,630
Operating (loss) income	(41		)	—			428			—			387
Interest (expense) income	(15		)	(47		)	(17		)	45			(34		)
Other income (expense), net	15			15			19			(45		)	4
(Loss) income before income taxes and equity income	(41		)	(32		)	430			—			357
Income tax benefit (expense)	—			12			(84		)	—			(72		)
(Loss) income before equity income	(41		)	(20		)	346			—			285
Equity in net income of affiliates	—			—			8			—			8
Equity in net income (loss) of subsidiaries	312			74			—			(386		)	—
Net income (loss)	271			54			354			(386		)	293
Net income attributable to noncontrolling interest	—			—			22			—			22
Net income (loss) attributable to Delphi	$	271		$	54		$	332		$	(386	)	$	271

Statement of Operations Nine Months Ended September 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	12,281		$	—		$	12,281
Operating expenses:
Cost of sales	—			—			10,141			—			10,141
Selling, general and administrative	120			—			579			—			699
Amortization	—			—			79			—			79
Restructuring	—			—			95			—			95
Total operating expenses	120			—			10,894			—			11,014
Operating (loss) income	(120		)	—			1,387			—			1,267
Interest (expense) income	(41		)	(141		)	(54		)	130			(106		)
Other income (expense), net	45			9			51			(130		)	(25		)
(Loss) income before income taxes and equity income	(116		)	(132		)	1,384			—			1,136
Income tax benefit (expense)	—			49			(231		)	—			(182		)
(Loss) income before equity income	(116		)	(83		)	1,153			—			954
Equity in net income of affiliates	—			—			26			—			26
Equity in net income (loss) of subsidiaries	1,030			252			—			(1,282		)	—
Net income (loss)	914			169			1,179			(1,282		)	980
Net income attributable to noncontrolling interest	—			—			66			—			66
Net income (loss) attributable to Delphi	$	914		$	169		$	1,113		$	(1,282	)	$	914

Statement of Comprehensive Income Three Months Ended September 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	305		$	29		$	371		$	(380	)	$	325
Other comprehensive income (loss):
Currency translation adjustments	—			—			(179		)	—			(179		)
Net change in unrecognized loss on derivative instruments, net of tax	—			—			(23		)	—			(23		)
Employee benefit plans adjustment, net of tax	—			—			12			—			12
Other comprehensive loss	—			—			(190		)	—			(190		)
Equity in other comprehensive (loss) income of subsidiaries	(187		)	(8		)	—			195			—
Comprehensive income (loss)	118			21			181			(185		)	135
Comprehensive income attributable to noncontrolling interests	—			—			17			—			17
Comprehensive income (loss) attributable to Delphi	$	118		$	21		$	164		$	(185	)	$	118

Statement of Comprehensive Income Nine Months Ended September 30, 2014



	Parent Guarantors			Subsidiary Issuer		Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	1,007		$	111	$	1,204		$	(1,250	)	$	1,072
Other comprehensive income (loss):
Currency translation adjustments	—			—		(172		)	—			(172		)
Net change in unrecognized loss on derivative instruments, net of tax	—			—		(16		)	—			(16		)
Employee benefit plans adjustment, net of tax	—			—		14			—			14
Other comprehensive loss	—			—		(174		)	—			(174		)
Equity in other comprehensive (loss) income of subsidiaries	(169		)	1		—			168			—
Comprehensive income (loss)	838			112		1,030			(1,082		)	898
Comprehensive income attributable to noncontrolling interests	—			—		60			—			60
Comprehensive income (loss) attributable to Delphi	$	838		$	112	$	970		$	(1,082	)	$	838

Statement of Comprehensive Income Three Months Ended September 30, 2013



	Parent Guarantors		Subsidiary Issuer		Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	271	$	54	$	354		$	(386	)	$	293
Other comprehensive income (loss):
Currency translation adjustments	—		—		113			—			113
Net change in unrecognized gain on derivative instruments, net of tax	—		—		10			—			10
Employee benefit plans adjustment, net of tax	—		—		(5		)	—			(5		)
Other comprehensive income	—		—		118			—			118
Equity in other comprehensive income (loss) of subsidiaries	115		12		—			(127		)	—
Comprehensive income (loss)	386		66		472			(513		)	411
Comprehensive income attributable to noncontrolling interests	—		—		25			—			25
Comprehensive income (loss) attributable to Delphi	$	386	$	66	$	447		$	(513	)	$	386

Statement of Comprehensive Income Nine Months Ended September 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	914		$	169		$	1,179		$	(1,282	)	$	980
Other comprehensive income (loss):
Currency translation adjustments	—			—			(4		)	—			(4		)
Net change in unrecognized loss on derivative instruments, net of tax	—			—			(29		)	—			(29		)
Employee benefit plans adjustment, net of tax	—			—			11			—			11
Other comprehensive loss	—			—			(22		)	—			(22		)
Equity in other comprehensive (loss) income of subsidiaries	(25		)	(27		)	—			52			—
Comprehensive income (loss)	889			142			1,157			(1,230		)	958
Comprehensive income attributable to noncontrolling interests	—			—			69			—			69
Comprehensive income (loss) attributable to Delphi	$	889		$	142		$	1,088		$	(1,230	)	$	889

Balance Sheet as of September 30, 2014



	Parent Guarantors		Subsidiary Issuer		Non- Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	19	$	—	$	1,007	$	—		$	1,026
Restricted cash	—		—		2		—			2
Accounts receivable, net	—		—		2,839		—			2,839
Intercompany receivables, current	197		1,816		2,422		(4,435		)	—
Inventories	—		—		1,227		—			1,227
Other current assets	—		—		588		—			588
Total current assets	216		1,816		8,085		(4,435		)	5,682
Long-term assets:
Intercompany receivables, long-term	820		932		1,291		(3,043		)	—
Property, net	—		—		3,273		—			3,273
Investments in affiliates	—		—		243		—			243
Investments in subsidiaries	6,073		656		—		(6,729		)	—
Intangible assets, net	—		—		1,083		—			1,083
Other long-term assets	—		44		598		—			642
Total long-term assets	6,893		1,632		6,488		(9,772		)	5,241
Total assets	$	7,109	$	3,448	$	14,573	$	(14,207	)	$	10,923
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	—	$	37	$	—		$	37
Accounts payable	—		—		2,521		—			2,521
Intercompany payables, current	2,913		74		1,449		(4,436		)	—
Accrued liabilities	11		18		1,257		—			1,286
Total current liabilities	2,924		92		5,264		(4,436		)	3,844
Long-term liabilities:
Long-term debt	—		2,398		19		—			2,417
Intercompany payables, long-term	1,291		820		932		(3,043		)	—
Pension benefit obligations	—		—		911		—			911
Other long-term liabilities	—		—		372		—			372
Total long-term liabilities	1,291		3,218		2,234		(3,043		)	3,700
Total liabilities	4,215		3,310		7,498		(7,479		)	7,544
Total Delphi shareholders’ equity	2,894		138		6,590		(6,728		)	2,894
Noncontrolling interest	—		—		485		—			485
Total shareholders’ equity	2,894		138		7,075		(6,728		)	3,379
Total liabilities and shareholders’ equity	$	7,109	$	3,448	$	14,573	$	(14,207	)	$	10,923

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 Nine Months Ended September 30, 2014



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net cash provided by operating activities	$	37		$	—		$	1,225		$	—		$	1,262
Cash flows from investing activities:
Capital expenditures	—			—			(666		)	—			(666		)
Proceeds from sale of property/investments	—			—			7			—			7
Decrease in restricted cash	—			—			2			—			2
Loans to affiliates	—			(745		)	(848		)	1,593			—
Repayments of loans from affiliates	—			55			254			(309		)	—
Return of investments in subsidiaries	—			270			—			(270		)	—
Net cash (used in) provided by investing activities	—			(420		)	(1,251		)	1,014			(657		)
Cash flows from financing activities:
Net proceeds from other short-term debt agreements	—			—			9			—			9
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	—			—			(61		)	—			(61		)
Proceeds from borrowings from affiliates	1,064			529			—			(1,593		)	—
Payments on borrowings from affiliates	(199		)	(110		)	—			309			—
Capital distributions to affiliates	—			—			(270		)	270			—
Repurchase of ordinary shares	(662		)	—			—			—			(662		)
Distribution of cash dividends	(228		)	—			—			—			(228		)
Taxes withheld and paid on employees' restricted share awards	—			—			(8		)	—			(8		)
Net cash (used in) provided by financing activities	(25		)	420			(330		)	(1,014		)	(949		)
Effect of exchange rate fluctuations on cash and cash equivalents	—			—			(19		)	—			(19		)
Increase (decrease) in cash and cash equivalents	12			—			(375		)	—			(363		)
Cash and cash equivalents at beginning of period	7			—			1,382			—			1,389
Cash and cash equivalents at end of period	$	19		$	—		$	1,007		$	—		$	1,026

Statement of Cash Flows for the Nine Months Ended September 30, 2013



	Parent Guarantors			Subsidiary Issuer			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net cash (used in) provided by operating activities	$	(100	)	$	—		$	1,238		$	(68	)	$	1,070
Cash flows from investing activities:
Capital expenditures	—			—			(512		)	—			(512		)
Proceeds from sale of property/investments	—			—			24			—			24
Cost of business and technology acquisitions, net of cash acquired	—			—			(10		)	—			(10		)
Decrease in restricted cash	—			—			3			—			3
Loans to affiliates	—			(795		)	(579		)	1,374			—
Repayments of loans from affiliates	—			262			468			(730		)	—
Return of investments in subsidiaries	—			357			—			(357		)	—
Net cash (used in) provided by investing activities	—			(176		)	(606		)	287			(495		)
Cash flows from financing activities:
Net repayments under other short-term debt agreements	—			—			(79		)	—			(79		)
Repayments under long-term debt agreements	—			(1,349		)	—			—			(1,349		)
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	—			—			(26		)	—			(26		)
Proceeds from borrowings from affiliates	1,119			245			10			(1,374		)	—
Payments on borrowings from affiliates	(493		)	—			(237		)	730			—
Capital distributions to affiliates	—			—			(357		)	357			—
Dividends paid to affiliates	—			(68		)	—			68			—
Repurchase of ordinary shares	(353		)	—			—			—			(353		)
Distribution of cash dividends	(159		)	—			—			—			(159		)
Taxes withheld and paid on employees' restricted share awards	—			—			(14		)	—			(14		)
Net cash provided by (used in) financing activities	114			176			(703		)	(219		)	(632		)
Effect of exchange rate fluctuations on cash and cash equivalents	—			—			5			—			5
Increase (decrease) in cash and cash equivalents	14			—			(66		)	—			(52		)
Cash and cash equivalents at beginning of period	2			—			1,103			—			1,105
Cash and cash equivalents at end of period	$	16		$	—		$	1,037		$	—		$	1,053