| Schedule of Condensed Income Statement |
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 |
|
|
| Schedule of Comprehensive Income (Loss) |
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 |
|
|
| Schedule of Condensed Balance Sheet |
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 |
|
|
| Schedule of Condensed Cash Flow Statement |
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 |
|
|