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 2011 Senior Notes, the 2013 Senior Notes and the 2014 Senior Notes, each of which were registered under the Securities Act. The 2011 Senior Notes were subsequently redeemed and extinguished in March 2014 and March 2015. The 2013 Senior Notes, 2014 Senior Notes and, prior to their redemption, the 2011 Senior Notes, are 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

In March 2015, Delphi Automotive PLC issued the 2015 Senior Notes in a transaction registered under the Securities Act. The 2015 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 guarantee (“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.

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, 2015.

Statement of Operations Three Months Ended June 30, 2015



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	—		$	3,858		$	—		$	3,858
Operating expenses:
Cost of sales	—			—			—			3,076			—			3,076
Selling, general and administrative	44			—			—			217			—			261
Amortization	—			—			—			23			—			23
Restructuring	—			—			—			17			—			17
Total operating expenses	44			—			—			3,333			—			3,377
Operating income	(44		)	—			—			525			—			481
Interest (expense) income	(26		)	(9		)	(38		)	(21		)	64			(30		)
Other income (expense), net	—			20			19			23			(64		)	(2		)
(Loss) income from continuing operations before income taxes and equity income	(70		)	11			(19		)	527			—			449
Income tax benefit (expense)	—			—			7			(87		)	—			(80		)
(Loss) income from continuing operations before equity income	(70		)	11			(12		)	440			—			369
Equity in net income (loss) of subsidiaries	715			704			183			—			(1,602		)	—
Income from continuing operations	645			715			171			440			(1,602		)	369
Income from discontinued operations, net of tax	—			—			—			298			—			298
Net income (loss)	645			715			171			738			(1,602		)	667
Net income attributable to noncontrolling interest	—			—			—			22			—			22
Net income (loss) attributable to Delphi	$	645		$	715		$	171		$	716		$	(1,602	)	$	645

Statement of Operations Six Months Ended June 30, 2015



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	—		$	7,655		$	—		$	7,655
Operating expenses:
Cost of sales	—			—			—			6,132			—			6,132
Selling, general and administrative	26			—			—			490			—			516
Amortization	—			—			—			47			—			47
Restructuring	—			—			—			33			—			33
Total operating expenses	26			—			—			6,702			—			6,728
Operating income	(26		)	—			—			953			—			927
Interest (expense) income	(46		)	(15		)	(83		)	(51		)	133			(62		)
Other income (expense), net	—			35			(7		)	49			(133		)	(56		)
(Loss) income from continuing operations before income taxes and equity income	(72		)	20			(90		)	951			—			809
Income tax benefit (expense)	—			—			33			(174		)	—			(141		)
(Loss) income from continuing operations before equity income	(72		)	20			(57		)	777			—			668
Equity in net income of affiliates	—			—			—			5			—			5
Equity in net income (loss) of subsidiaries	926			906			262			—			(2,094		)	—
Income from continuing operations	854			926			205			782			(2,094		)	673
Income from discontinued operations, net of tax	—			—			—			223			—			223
Net income (loss)	854			926			205			1,005			(2,094		)	896
Net income attributable to noncontrolling interest	—			—			—			42			—			42
Net income (loss) attributable to Delphi	$	854		$	926		$	205		$	963		$	(2,094	)	$	854

Statement of Operations Three Months Ended June 30, 2014



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	—		$	4,062		$	—		$	4,062
Operating expenses:
Cost of sales	—			—			—			3,262			—			3,262
Selling, general and administrative	30			—			—			231			—			261
Amortization	—			—			—			23			—			23
Restructuring	—			—			—			54			—			54
Total operating expenses	30			—			—			3,570			—			3,600
Operating (loss) income	(30		)	—			—			492			—			462
Interest (expense) income	(5		)	(10		)	(45		)	(18		)	45			(33		)
Other income (expense), net	—			19			16			13			(45		)	3
(Loss) income from continuing operations before income taxes and equity income	(35		)	9			(29		)	487			—			432
Income tax benefit (expense)	—			—			11			(67		)	—			(56		)
(Loss) income from continuing operations before equity income	(35		)	9			(18		)	420			—			376
Equity in net income of affiliates	—			—			—			3			—			3
Equity in net income (loss) of subsidiaries	417			408			72			—			(897		)	—
Income from continuing operations	382			417			54			423			(897		)	379
Income from discontinued operations, net of tax	—			—			—			27			—			27
Net income (loss)	382			417			54			450			(897		)	406
Net income attributable to noncontrolling interest	—			—			—			24			—			24
Net income (loss) attributable to Delphi	$	382		$	417		$	54		$	426		$	(897	)	$	382

Statement of Operations Six Months Ended June 30, 2014



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net sales	$	—		$	—		$	—		$	7,959		$	—		$	7,959
Operating expenses:
Cost of sales	—			—			—			6,426			—			6,426
Selling, general and administrative	35			—			—			474			—			509
Amortization	—			—			—			47			—			47
Restructuring	—			—			—			75			—			75
Total operating expenses	35			—			—			7,022			—			7,057
Operating (loss) income	(35		)	—			—			937			—			902
Interest (expense) income	(9		)	(16		)	(92		)	(36		)	85			(68		)
Other income (expense), net	—			34			(3		)	40			(85		)	(14		)
(Loss) income from continuing operations before income taxes and equity income	(44		)	18			(95		)	941			—			820
Income tax benefit (expense)	—			—			35			(160		)	—			(125		)
(Loss) income from continuing operations before equity income	(44		)	18			(60		)	781			—			695
Equity in net income of affiliates	—			—			—			10			—			10
Equity in net income (loss) of subsidiaries	746			728			142			—			(1,616		)	—
Income from continuing operations	702			746			82			791			(1,616		)	705
Income from discontinued operations, net of tax	—			—			—			42			—			42
Net income (loss)	702			746			82			833			(1,616		)	747
Net income attributable to noncontrolling interest	—			—			—			45			—			45
Net income (loss) attributable to Delphi	$	702		$	746		$	82		$	788		$	(1,616	)	$	702

Statement of Comprehensive Income Three Months Ended June 30, 2015



	Parent		Subsidiary Guarantors			Subsidiary Issuer/Guarantor		Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	645	$	715		$	171	$	738		$	(1,602	)	$	667
Other comprehensive income (loss):
Currency translation adjustments	—		—			—		61			—			61
Net change in unrecognized loss on derivative instruments, net of tax	—		—			—		(2		)	—			(2		)
Employee benefit plans adjustment, net of tax	—		—			—		(5		)	—			(5		)
Other comprehensive income	—		—			—		54			—			54
Equity in other comprehensive income (loss) of subsidiaries	53		(17		)	—		—			(36		)	—
Comprehensive income (loss)	698		698			171		792			(1,638		)	721
Comprehensive income attributable to noncontrolling interests	—		—			—		23			—			23
Comprehensive income (loss) attributable to Delphi	$	698	$	698		$	171	$	769		$	(1,638	)	$	698

Statement of Comprehensive Income Six Months Ended June 30, 2015



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net income (loss)	$	854		$	926		$	205		$	1,005		$	(2,094	)	$	896
Other comprehensive income (loss):
Currency translation adjustments	—			—			—			(173		)	—			(173		)
Net change in unrecognized loss on derivative instruments, net of tax	—			—			—			(6		)	—			(6		)
Employee benefit plans adjustment, net of tax	—			—			—			22			—			22
Other comprehensive loss	—			—			—			(157		)	—			(157		)
Equity in other comprehensive (loss) income of subsidiaries	(156		)	(228		)	(1		)	—			385			—
Comprehensive income (loss)	698			698			204			848			(1,709		)	739
Comprehensive income attributable to noncontrolling interests	—			—			—			41			—			41
Comprehensive income (loss) attributable to Delphi	$	698		$	698		$	204		$	807		$	(1,709	)	$	698

Statement of Comprehensive Income Three Months Ended June 30, 2014



	Parent		Subsidiary Guarantors		Subsidiary Issuer/Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
Net income (loss)	$	382	$	417	$	54	$	450	$	(897	)	$	406
Other comprehensive income (loss):
Currency translation adjustments	—		—		—		21		—			21
Net change in unrecognized gain 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		25		17		—		(102		)	—
Comprehensive income (loss)	442		442		71		512		(999		)	468
Comprehensive income attributable to noncontrolling interests	—		—		—		26		—			26
Comprehensive income (loss) attributable to Delphi	$	442	$	442	$	71	$	486	$	(999	)	$	442

Statement of Comprehensive Income Six Months Ended June 30, 2014



	Parent		Subsidiary Guarantors			Subsidiary Issuer/Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
Net income (loss)	$	702	$	746		$	82	$	833	$	(1,616	)	$	747
Other comprehensive income (loss):
Currency translation adjustments	—		—			—		7		—			7
Net change in unrecognized gain 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		(26		)	9		—		(1		)	—
Comprehensive income (loss)	720		720			91		849		(1,617		)	763
Comprehensive income attributable to noncontrolling interests	—		—			—		43		—			43
Comprehensive income (loss) attributable to Delphi	$	720	$	720		$	91	$	806	$	(1,617	)	$	720

Balance Sheet as of June 30, 2015



	Parent		Subsidiary Guarantors		Subsidiary Issuer/Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	11	$	1	$	—	$	1,159	$	—		$	1,171
Restricted cash	—		—		—		1		—			1
Accounts receivable, net	—		—		—		2,700		—			2,700
Intercompany receivables, current	—		971		509		3,597		(5,077		)	—
Inventories	—		—		—		1,150		—			1,150
Other current assets	—		—		—		596		—			596
Current assets held for sale	—		—		—		316		—			316
Total current assets	11		972		509		9,519		(5,077		)	5,934
Long-term assets:
Intercompany receivables, long-term	—		798		977		1,525		(3,300		)	—
Property, net	—		—		—		2,988		—			2,988
Investments in affiliates	—		—		—		93		—			93
Investments in subsidiaries	6,769		6,845		2,858		—		(16,472		)	—
Intangible assets, net	—		—		—		1,280		—			1,280
Other long-term assets	5		—		31		478		—			514
Total long-term assets	6,774		7,643		3,866		6,364		(19,772		)	4,875
Total assets	$	6,785	$	8,615	$	4,375	$	15,883	$	(24,849	)	$	10,809
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	—	$	—	$	43	$	—		$	43
Accounts payable	1		—		—		2,385		—			2,386
Intercompany payables, current	3,501		547		784		239		(5,071		)	—
Accrued liabilities	15		—		24		1,131		—			1,170
Current liabilities held for sale	—		—		—		173		—			173
Total current liabilities	3,517		547		808		3,971		(5,071		)	3,772
Long-term liabilities:
Long-term debt	778		—		1,898		17		—			2,693
Intercompany payables, long-term	—		1,299		1,023		977		(3,299		)	—
Pension benefit obligations	—		—		—		922		—			922
Other long-term liabilities	—		—		13		388		—			401
Total long-term liabilities	778		1,299		2,934		2,304		(3,299		)	4,016
Total liabilities	4,295		1,846		3,742		6,275		(8,370		)	7,788
Total Delphi shareholders’ equity	2,490		6,769		633		9,077		(16,479		)	2,490
Noncontrolling interest	—		—		—		531		—			531
Total shareholders’ equity	2,490		6,769		633		9,608		(16,479		)	3,021
Total liabilities and shareholders’ equity	$	6,785	$	8,615	$	4,375	$	15,883	$	(24,849	)	$	10,809

Balance Sheet as of December 31, 2014



	Parent		Subsidiary Guarantors		Subsidiary Issuer/Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	9	$	1	$	—	$	849	$	—		$	859
Restricted cash	—		—		—		1		—			1
Accounts receivable, net	—		—		—		2,400		—			2,400
Intercompany receivables, current	88		198		1,397		2,046		(3,729		)	—
Inventories	—		—		—		1,013		—			1,013
Other current assets	—		—		—		567		—			567
Current assets held for sale	—		—		—		384		—			384
Total current assets	97		199		1,397		7,260		(3,729		)	5,224
Long-term assets:
Intercompany receivables, long-term	—		775		947		1,519		(3,241		)	—
Property, net	—		—		—		3,021		—			3,021
Investments in affiliates	—		—		—		98		—			98
Investments in subsidiaries	5,215		6,071		1,644		—		(12,930		)	—
Intangible assets, net	—		—		—		1,384		—			1,384
Other long-term assets	—		—		42		466		—			508
Long-term assets held for sale	—		—		—		511		—			511
Total long-term assets	5,215		6,846		2,633		6,999		(16,171		)	5,522
Total assets	$	5,312	$	7,045	$	4,030	$	14,259	$	(19,900	)	$	10,746
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	—	$	—	$	34	$	—		$	34
Accounts payable	2		—		—		2,276		—			2,278
Intercompany payables, current	2,800		536		89		303		(3,728		)	—
Accrued liabilities	—		—		29		1,192		—			1,221
Current liabilities held for sale	—		—		—		356		—			356
Total current liabilities	2,802		536		118		4,161		(3,728		)	3,889
Long-term liabilities:
Long-term debt	—		—		2,398		19		—			2,417
Intercompany payables, long-term	—		1,294		1,001		947		(3,242		)	—
Pension benefit obligations	—		—		—		1,002		—			1,002
Other long-term liabilities	—		—		11		379		—			390
Long-term liabilities held for sale	—		—		—		35		—			35
Total long-term liabilities	—		1,294		3,410		2,382		(3,242		)	3,844
Total liabilities	2,802		1,830		3,528		6,543		(6,970		)	7,733
Total Delphi shareholders’ equity	2,510		5,215		502		7,213		(12,930		)	2,510
Noncontrolling interest	—		—		—		503		—			503
Total shareholders’ equity	2,510		5,215		502		7,716		(12,930		)	3,013
Total liabilities and shareholders’ equity	$	5,312	$	7,045	$	4,030	$	14,259	$	(19,900	)	$	10,746

Statement of Cash Flows for the Six Months Ended June 30, 2015



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net cash provided by operating activities from continuing operations	$	6		$	—		$	—		$	629		$	—		$	635
Net cash provided by operating activities from discontinued operations	—			—			—			34			—			34
Net cash provided by operating activities	6			—			—			663			—			669
Cash flows from investing activities:
Capital expenditures	—			—			—			(360		)	—			(360		)
Proceeds from sale of property / investments	—			—			—			3			—			3
Net proceeds from divestiture of discontinued operations	—			—			—			660			—			660
Cost of business, investment and technology acquisitions, net of cash acquired	—			—			—			(23		)	—			(23		)
Payments associated with business disposals	—			—			—			(7		)	—			(7		)
Loans to affiliates	—			(753		)	(342		)	(723		)	1,818			—
Repayments of loans from affiliates	—			—			135			—			(135		)	—
Investments in subsidiaries	(753		)	—			—			—			753			—
Net cash (used in) provided by investing activities from continuing operations	(753		)	(753		)	(207		)	(450		)	2,436			273
Net cash used in investing activities from discontinued operations	—			—			—			(65		)	—			(65		)
Net cash (used in) provided by investing activities	(753		)	(753		)	(207		)	(515		)	2,436			208
Cash flows from financing activities:
Net proceeds under other short- and long-term debt agreements	—			—			—			7			—			7
Repayment of senior notes	—			—			(546		)	—			—			(546		)
Proceeds from issuance of senior notes, net of issuance costs	753			—			—			—			—			753
Dividend payments of consolidated affiliates to minority shareholders	—			—			—			(13		)	—			(13		)
Proceeds from borrowings from affiliates	818			—			753			247			(1,818		)	—
Payments on borrowings from affiliates	(135		)	—			—			—			135			—
Investment from parent	—			753			—			—			(753		)	—
Repurchase of ordinary shares	(542		)	—			—			—			—			(542		)
Distribution of cash dividends	(145		)	—			—			—			—			(145		)
Taxes withheld and paid on employees' restricted share awards	—			—			—			(58		)	—			(58		)
Net cash provided by (used in) financing activities	749			753			207			183			(2,436		)	(544		)
Effect of exchange rate fluctuations on cash and cash equivalents	—			—			—			(2		)	—			(2		)
Increase (decrease) in cash and cash equivalents	2			—			—			329			—			331
Cash and cash equivalents at beginning of period	9			1			—			894			—			904
Cash and cash equivalents at end of period	$	11		$	1		$	—		$	1,223		$	—		$	1,235
Cash and cash equivalents of discontinued operations	$	—		$	—		$	—		$	64		$	—		$	64
Cash and cash equivalents of continuing operations	$	11		$	1		$	—		$	1,159		$	—		$	1,171

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



	Parent			Subsidiary Guarantors			Subsidiary Issuer/Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated

	(in millions)
Net cash provided by operating activities from continuing operations	$	48		$	—		$	—		$	667		$	—		$	715
Net cash provided by operating activities from discontinued operations	—			—			—			48			—			48
Net cash provided by operating activities	48			—			—			715			—			763
Cash flows from investing activities:
Capital expenditures	—			—			—			(417		)	—			(417		)
Proceeds from sale of property	—			—			—			5			—			5
Increase in restricted cash	—			—			—			(2		)	—			(2		)
Loans to affiliates	—			—			(410		)	(713		)	1,123			—
Repayments of loans from affiliates	—			—			55			254			(309		)	—
Net cash (used in) provided by investing activities from continuing operations	—			—			(355		)	(873		)	814			(414		)
Net cash used in investing activities from discontinued operations	—			—			—			(52		)	—			(52		)
Net cash (used in) provided by investing activities	—			—			(355		)	(925		)	814			(466		)
Cash flows from financing activities:
Net proceeds under other short- and long-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	515			144			464			—			(1,123		)	—
Payments on borrowings from affiliates	(55		)	(144		)	(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		)
Increase (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
Cash and cash equivalents of discontinued operations	$	—		$	—		$	—		$	44		$	—		$	44
Cash and cash equivalents of continuing operations	$	4		$	—		$	—		$	1,118		$	—		$	1,122