Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2016

Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements [Abstract]

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 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 and 2014 Senior Notes are, and prior to their redemption, the 2011 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 Euro-denominated Senior Notes and the 2015 Senior Notes, each of which were registered under the Securities Act. The 2015 Euro-denominated Senior Notes and 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 guarantees (“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 June 30, 2016



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

	(in millions)
Net sales	$	—		$	—		$	—		$	4,206		$	—		$	4,206
Operating expenses:
Cost of sales	—			—			—			3,348			—			3,348
Selling, general and administrative	35			—			—			244			—			279
Amortization	—			—			—			34			—			34
Restructuring	—			—			—			154			—			154
Total operating expenses	35			—			—			3,780			—			3,815
Operating (loss) income	(35		)	—			—			426			—			391
Interest (expense) income	(50		)	(8		)	(50		)	(20		)	87			(41		)
Other income (expense), net	—			31			16			38			(87		)	(2		)
(Loss) income from continuing operations before income taxes and equity income	(85		)	23			(34		)	444			—			348
Income tax benefit (expense)	—			—			12			(96		)	—			(84		)
(Loss) income from continuing operations before equity income	(85		)	23			(22		)	348			—			264
Equity in net income of affiliates	—			—			—			7			—			7
Equity in net income (loss) of subsidiaries	343			327			147			—			(817		)	—
Income from continuing operations	258			350			125			355			(817		)	271
Income from discontinued operations, net of tax	—			—			—			—			—			—
Net income (loss)	258			350			125			355			(817		)	271
Net income attributable to noncontrolling interest	—			—			—			13			—			13
Net income (loss) attributable to Delphi	$	258		$	350		$	125		$	342		$	(817	)	$	258

Statement of Operations Six Months Ended June 30, 2016



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

	(in millions)
Net sales	$	—		$	—		$	—		$	8,257		$	—		$	8,257
Operating expenses:
Cost of sales	—			—			—			6,613			—			6,613
Selling, general and administrative	64			—			—			492			—			556
Amortization	—			—			—			67			—			67
Restructuring	—			—			—			189			—			189
Total operating expenses	64			—			—			7,361			—			7,425
Operating (loss) income	(64		)	—			—			896			—			832
Interest (expense) income	(96		)	(16		)	(101		)	(39		)	170			(82		)
Other income (expense), net	—			62			33			77			(170		)	2
(Loss) income from continuing operations before income taxes and equity income	(160		)	46			(68		)	934			—			752
Income tax benefit (expense)	—			—			25			(184		)	—			(159		)
(Loss) income from continuing operations before equity income	(160		)	46			(43		)	750			—			593
Equity in net income of affiliates	—			—			—			13			—			13
Equity in net income (loss) of subsidiaries	843			800			251			—			(1,894		)	—
Income from continuing operations	683			846			208			763			(1,894		)	606
Income from discontinued operations, net of tax	—			—			—			108			—			108
Net income (loss)	683			846			208			871			(1,894		)	714
Net income attributable to noncontrolling interest	—			—			—			31			—			31
Net income (loss) attributable to Delphi	$	683		$	846		$	208		$	840		$	(1,894	)	$	683

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 (loss) 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 (loss) 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 Comprehensive Income Three Months Ended June 30, 2016



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

	(in millions)
Net income (loss)	$	258		$	350		$	125	$	355		$	(817	)	$	271
Other comprehensive income (loss):
Currency translation adjustments	16			—			—		(72		)	—			(56		)
Net change in unrecognized gain (loss) on derivative instruments, net of tax	—			—			—		26			—			26
Employee benefit plans adjustment, net of tax	—			—			—		17			—			17
Other comprehensive income (loss)	16			—			—		(29		)	—			(13		)
Equity in other comprehensive (loss) income of subsidiaries	(26		)	(102		)	—		—			128			—
Comprehensive income (loss)	248			248			125		326			(689		)	258
Comprehensive income attributable to noncontrolling interests	—			—			—		10			—			10
Comprehensive income (loss) attributable to Delphi	$	248		$	248		$	125	$	316		$	(689	)	$	248

Statement of Comprehensive Income Six Months Ended June 30, 2016



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

	(in millions)
Net income (loss)	$	683		$	846		$	208	$	871		$	(1,894	)	$	714
Other comprehensive income (loss):
Currency translation adjustments	(9		)	—			—		(10		)	—			(19		)
Net change in unrecognized gain (loss) on derivative instruments, net of tax	—			—			—		49			—			49
Employee benefit plans adjustment, net of tax	—			—			—		22			—			22
Other comprehensive (loss) income	(9		)	—			—		61			—			52
Equity in other comprehensive income (loss) of subsidiaries	63			(125		)	11		—			51			—
Comprehensive income (loss)	737			721			219		932			(1,843		)	766
Comprehensive income attributable to noncontrolling interests	—			—			—		29			—			29
Comprehensive income (loss) attributable to Delphi	$	737		$	721		$	219	$	903		$	(1,843	)	$	737

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 gain (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 gain (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

Balance Sheet as of June 30, 2016



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

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	2	$	—	$	—	$	435	$	—		$	437
Restricted cash	—		—		—		1		—			1
Accounts receivable, net	—		—		—		2,900		—			2,900
Intercompany receivables, current	—		1,180		495		5,450		(7,125		)	—
Inventories	—		—		—		1,318		—			1,318
Other current assets	—		—		—		395		—			395
Total current assets	2		1,180		495		10,499		(7,125		)	5,051
Long-term assets:
Intercompany receivables, long-term	—		805		1,037		1,751		(3,593		)	—
Property, net	—		—		—		3,430		—			3,430
Investments in affiliates	—		—		—		96		—			96
Investments in subsidiaries	9,824		8,070		2,949		—		(20,843		)	—
Intangible assets, net	—		—		—		2,916		—			2,916
Other long-term assets	—		—		9		455		—			464
Total long-term assets	9,824		8,875		3,995		8,648		(24,436		)	6,906
Total assets	$	9,826	$	10,055	$	4,490	$	19,147	$	(31,561	)	$	11,957
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	—	$	—	$	97	$	—		$	97
Accounts payable	—		—		—		2,527		—			2,527
Intercompany payables, current	5,198		565		950		412		(7,125		)	—
Accrued liabilities	25		—		23		1,227		—			1,275
Total current liabilities	5,223		565		973		4,263		(7,125		)	3,899
Long-term liabilities:
Long-term debt	2,058		—		1,883		28		—			3,969
Intercompany payables, long-term	164		1,311		1,031		1,087		(3,593		)	—
Pension benefit obligations	—		—		—		807		—			807
Other long-term liabilities	—		—		28		484		—			512
Total long-term liabilities	2,222		1,311		2,942		2,406		(3,593		)	5,288
Total liabilities	7,445		1,876		3,915		6,669		(10,718		)	9,187
Total Delphi shareholders’ equity	2,381		8,179		575		12,089		(20,843		)	2,381
Noncontrolling interest	—		—		—		389		—			389
Total shareholders’ equity	2,381		8,179		575		12,478		(20,843		)	2,770
Total liabilities and shareholders’ equity	$	9,826	$	10,055	$	4,490	$	19,147	$	(31,561	)	$	11,957

Balance Sheet as of December 31, 2015



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

	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	4	$	—	$	—	$	531	$	—		$	535
Restricted cash	—		—		—		1		—			1
Accounts receivable, net	—		—		—		2,750		—			2,750
Intercompany receivables, current	101		1,148		387		4,852		(6,488		)	—
Inventories	—		—		—		1,181		—			1,181
Other current assets	—		—		—		431		—			431
Current assets held for sale	—		—		—		223		—			223
Total current assets	105		1,148		387		9,969		(6,488		)	5,121
Long-term assets:
Intercompany receivables, long-term	—		775		1,007		1,743		(3,525		)	—
Property, net	—		—		—		3,377		—			3,377
Investments in affiliates	—		—		—		94		—			94
Investments in subsidiaries	8,916		7,243		2,758		—		(18,917		)	—
Intangible assets, net	—		—		—		2,922		—			2,922
Other long-term assets	—		—		12		447		—			459
Total long-term assets	8,916		8,018		3,777		8,583		(22,442		)	6,852
Total assets	$	9,021	$	9,166	$	4,164	$	18,552	$	(28,930	)	$	11,973
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—	$	—	$	—	$	52	$	—		$	52
Accounts payable	2		—		—		2,539		—			2,541
Intercompany payables, current	4,543		555		905		480		(6,483		)	—
Accrued liabilities	17		—		24		1,163		—			1,204
Current liabilities held for sale	—		—		—		130		—			130
Total current liabilities	4,562		555		929		4,364		(6,483		)	3,927
Long-term liabilities:
Long-term debt	2,047		—		1,883		26		—			3,956
Intercompany payables, long-term	162		1,305		1,001		1,057		(3,525		)	—
Pension benefit obligations	—		—		—		854		—			854
Other long-term liabilities	—		—		27		476		—			503
Total long-term liabilities	2,209		1,305		2,911		2,413		(3,525		)	5,313
Total liabilities	6,771		1,860		3,840		6,777		(10,008		)	9,240
Total Delphi shareholders’ equity	2,250		7,306		324		11,292		(18,922		)	2,250
Noncontrolling interest	—		—		—		483		—			483
Total shareholders’ equity	2,250		7,306		324		11,775		(18,922		)	2,733
Total liabilities and shareholders’ equity	$	9,021	$	9,166	$	4,164	$	18,552	$	(28,930	)	$	11,973

Statement of Cash Flows for the Six Months Ended June 30, 2016



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

	(in millions)
Net cash (used in) provided by operating activities from continuing operations	$	(24	)	$	7		$	—		$	860		$	—		$	843
Net cash provided by operating activities from discontinued operations	—			—			—			—			—			—
Net cash (used in) provided by operating activities	(24		)	7			—			860			—			843
Cash flows from investing activities:
Capital expenditures	—			—			—			(412		)	—			(412		)
Proceeds from sale of property / investments	—			—			—			8			—			8
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		)
Loans to affiliates	—			(7		)	—			(630		)	637			—
Repayments of loans from affiliates	—			—			—			3			(3		)	—
Net cash (used in) provided by investing activities from continuing operations	—			(7		)	(18		)	(995		)	634			(386		)
Net cash used in investing activities from discontinued operations	—			—			—			(4		)	—			(4		)
Net cash (used in) provided by investing activities	—			(7		)	(18		)	(999		)	634			(390		)
Cash flows from financing activities:
Net proceeds under other short-term debt agreements	—			—			—			51			—			51
Dividend payments of consolidated affiliates to minority shareholders	—			—			—			(12		)	—			(12		)
Proceeds from borrowings from affiliates	619			—			18			—			(637		)	—
Payments on borrowings from affiliates	(3		)	—			—			—			3			—
Repurchase of ordinary shares	(435		)	—			—			—			—			(435		)
Distribution of cash dividends	(159		)	—			—			—			—			(159		)
Taxes withheld and paid on employees' restricted share awards	—			—			—			(40		)	—			(40		)
Net cash provided by (used in) financing activities	22			—			18			(1		)	(634		)	(595		)
Effect of exchange rate fluctuations on cash and cash equivalents	—			—			—			—			—			—
Decrease in cash and cash equivalents	(2		)	—			—			(140		)	—			(142		)
Cash and cash equivalents at beginning of period	4			—			—			575			—			579
Cash and cash equivalents at end of period	$	2		$	—		$	—		$	435		$	—		$	437
Cash and cash equivalents of discontinued operations	$	—		$	—		$	—		$	—		$	—		$	—
Cash and cash equivalents of continuing operations	$	2		$	—		$	—		$	435		$	—		$	437

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 technology investments	—			—			—			(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-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 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