DELPHI AUTOMOTIVE PLC, 10-Q filed on 8/3/2016
Quarterly Report
Document And Entity Information
6 Months Ended
Jun. 30, 2016
Jul. 29, 2016
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Jun. 30, 2016 
 
Document Fiscal Period Focus
Q2 
 
Document Fiscal Year Focus
2016 
 
Entity Registrant Name
Delphi Automotive PLC 
 
Entity Central Index Key
0001521332 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
272,764,736 
Consolidated Statements Of Operations (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Income Statement [Abstract]
 
 
 
 
 
 
 
 
 
Net sales
$ 4,206 
 
 
 
$ 3,858 
 
$ 8,257 
$ 7,655 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales
3,348 
 
 
 
3,076 
 
6,613 
6,132 
 
Selling, general and administrative
279 
 
 
 
261 
 
556 
516 
 
Amortization
34 
 
 
 
23 
 
67 
47 
 
Restructuring
154 
 
 
 
17 
 
189 
33 
 
Total operating expenses
3,815 
 
 
 
3,377 
 
7,425 
6,728 
 
Operating income
391 
 
 
 
481 
 
832 
927 
 
Interest expense
(41)
 
 
 
(30)
 
(82)
(62)
 
Other income (expense), net
(2)
 
 
 
(2)
 
(56)
 
Income from continuing operations before income taxes and equity income
348 
 
 
 
449 
 
752 
809 
 
Income tax expense
(84)
 
 
 
(80)
 
(159)
(141)
 
Income from continuing operations before equity income
264 
 
 
 
369 
 
593 
668 
 
Equity income, net of tax
 
 
 
 
13 
 
Income from continuing operations
271 
 
 
 
369 
 
606 
673 
 
Income from discontinued operations, net of tax
 
 
 
298 
 
108 
223 
 
Net income
271 
 
 
 
667 
 
714 
896 
 
Net income attributable to noncontrolling interest
13 
 
 
 
22 
 
31 
42 
 
Net income attributable to Delphi
258 
 
 
 
645 
 
683 
854 
 
Amounts attributable to Delphi:
 
 
 
 
 
 
 
 
 
Income from continuing operations
258 
 
 
 
350 
 
578 
638 
 
Income from discontinued operations
 
 
 
295 
 
105 
216 
 
Net income attributable to Delphi
$ 258 
 
 
 
$ 645 
 
$ 683 
$ 854 
 
Basic net income per share:
 
 
 
 
 
 
 
 
 
Income from Continuing Operations, per basic share
$ 0.95 
 
 
 
$ 1.22 
 
$ 2.10 
$ 2.21 
 
Income from Discontinued Operations, per basic share
$ 0.00 
 
 
 
$ 1.02 
 
$ 0.38 
$ 0.74 
 
Basic net income per share attributable to Delphi
$ 0.95 
 
 
 
$ 2.24 
 
$ 2.48 
$ 2.95 
 
Weighted average number of basic shares outstanding
272.92 
 
 
 
287.77 
 
274.77 
289.33 
 
Diluted net income per share:
 
 
 
 
 
 
 
 
 
Income from Continuing Operations, per diluted share
$ 0.94 
 
 
 
$ 1.21 
 
$ 2.10 
$ 2.20 
 
Income from Discontinued Operations, per diluted share
$ 0.00 
 
 
 
$ 1.02 
 
$ 0.38 
$ 0.74 
 
Diluted net income per share attributable to Delphi
$ 0.94 
 
 
 
$ 2.23 
 
$ 2.48 
$ 2.94 
 
Weighted average number of diluted shares outstanding
273.37 
 
 
 
288.85 
 
275.20 
290.32 
 
Cash dividends declared per share
$ 0.29 
$ 0.29 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.58 
$ 0.50 
$ 1.00 
Consolidated Statements Of Comprehensive Income (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net income
$ 271 
$ 667 
$ 714 
$ 896 
Other comprehensive income (loss):
 
 
 
 
Currency translation adjustments
(56)
61 
(19)
(173)
Net change in unrecognized gain (loss) on derivative instruments, net of tax (Note 14)
26 
(2)
49 
(6)
Employee benefit plans adjustment, net of tax
17 
(5)
22 
22 
Other comprehensive income (loss)
(13)
54 
52 
(157)
Comprehensive income
258 
721 
766 
739 
Comprehensive income attributable to noncontrolling interests
10 
23 
29 
41 
Comprehensive income attributable to Delphi
$ 248 
$ 698 
$ 737 
$ 698 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 437 
$ 535 
Restricted cash
Accounts receivable, net
2,900 
2,750 
Inventories (Note 3)
1,318 
1,181 
Other current assets (Note 4)
395 
431 
Current assets held for sale (Note 21)
223 
Total current assets
5,051 
5,121 
Long-term assets:
 
 
Property, net
3,430 
3,377 
Investments in affiliates
96 
94 
Intangible assets, net (Note 2)
1,345 
1,383 
Goodwill (Note 2)
1,571 
1,539 
Other long-term assets (Note 4)
464 
459 
Total long-term assets
6,906 
6,852 
Total assets
11,957 
11,973 
Current liabilities:
 
 
Short-term debt (Note 8)
97 
52 
Accounts payable
2,527 
2,541 
Accrued liabilities (Note 5)
1,275 
1,204 
Current liabilities held for sale (Note 21)
130 
Total current liabilities
3,899 
3,927 
Long-term liabilities:
 
 
Long-term debt (Note 8)
3,969 
3,956 
Pension benefit obligations
807 
854 
Other long-term liabilities (Note 5)
512 
503 
Total long-term liabilities
5,288 
5,313 
Total liabilities
9,187 
9,240 
Commitments and contingencies (Note 10)
   
   
Shareholders' equity:
 
 
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 272,764,736 and 278,208,470 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
Additional paid-in capital
1,608 
1,653 
Retained earnings
1,749 
1,627 
Accumulated other comprehensive loss (Note 13)
(979)
(1,033)
Total Delphi shareholders' equity
2,381 
2,250 
Noncontrolling interest
389 
483 
Total shareholders' equity
2,770 
2,733 
Total liabilities and shareholders' equity
$ 11,957 
$ 11,973 
Consolidated Balance Sheets (Parenthetical) (USD $)
Jun. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]
 
 
Preferred shares, par value per share
$ 0.01 
$ 0.01 
Preferred shares, authorized
50,000,000 
50,000,000 
Preferred shares, outstanding
Ordinary Shares, Par or Stated Value Per Share
$ 0.01 
$ 0.01 
Ordinary shares, authorized
1,200,000,000 
1,200,000,000 
Ordinary shares, outstanding
272,764,736 
278,208,470 
Consolidated Statements Of Cash Flows (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Cash flows from operating activities:
 
 
Net income
$ 714 
$ 896 
Income from discontinued operations, net of tax
108 
223 
Income from continuing operations
606 
673 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation
285 
216 
Amortization
67 
47 
Amortization of deferred debt issuance costs
Restructuring expense, net of cash paid
93 
(32)
Deferred income taxes
Pension and other postretirement benefit expenses
31 
40 
Income from equity method investments, net of dividends received
(9)
Loss on extinguishment of debt
52 
(Gain) loss on sale of assets
(1)
19 
Share-based compensation
28 
35 
Changes in operating assets and liabilities:
 
 
Accounts receivable, net
(141)
(303)
Inventories
(136)
(141)
Other assets
18 
Accounts payable
75 
182 
Accrued and other long-term liabilities
(19)
(106)
Other, net
(18)
(35)
Pension contributions
(39)
(37)
Net cash provided by operating activities from continuing operations
843 
635 
Net cash provided by operating activities from discontinued operations
34 
Net cash provided by operating activities
843 
669 
Cash flows from investing activities:
 
 
Capital expenditures
(412)
(360)
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
52 
660 
Cost of business acquisitions, net of cash acquired
(15)
Cost of technology investments
(3)
(23)
Payment associated with business disposal
(7)
Settlement of derivatives
(16)
Net cash (used in) provided by investing activities from continuing operations
(386)
273 
Net cash used in investing activities from discontinued operations
(4)
(65)
Net cash (used in) provided by investing activities
(390)
208 
Cash flows from financing activities:
 
 
Net proceeds under other short-term debt agreements
51 
Repayment of senior notes
(546)
Proceeds from issuance of senior notes, net of issuance costs
753 
Dividend payments of consolidated affiliates to minority shareholders
(12)
(13)
Repurchase of ordinary shares
(435)
(542)
Distribution of cash dividends
(159)
(145)
Taxes withheld and paid on employees' restricted share awards
(40)
(58)
Net cash used in financing activities
(595)
(544)
Effect of exchange rate fluctuations on cash and cash equivalents
(2)
Increase (decrease) in cash and cash equivalents
(142)
331 
Cash and cash equivalents at beginning of period
579 
904 
Cash and cash equivalents at end of period
437 
1,235 
Cash and cash equivalents of discontinued operations
64 
Cash and cash equivalents of continuing operations
$ 437 
$ 1,171 
Consolidated Statement Of Shareholders' Equity (USD $)
In Millions, except Share data
Total
Ordinary Shares
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Delphi Shareholders' Equity
Noncontrolling Interest
Balance at Dec. 31, 2015
$ 2,733 
$ 3 
$ 1,653 
$ 1,627 
$ (1,033)
$ 2,250 
$ 483 
Balance, in shares at Dec. 31, 2015
 
278,000,000 
 
 
 
 
 
Net income
714 
 
 
683 
 
683 
31 
Other comprehensive income
52 
 
 
 
54 
54 
(2)
Dividends on ordinary shares
(159)
 
(161)
 
(159)
Dividend payments of consolidated affiliates to minority shareholders
(22)
 
 
 
 
 
(22)
Taxes witheld on employees' restricted share award vestings
(40)
 
(40)
 
 
(40)
 
Repurchase of ordinary shares, in shares
(6,492,425)
(7,000,000)
 
 
 
 
 
Repurchase of ordinary shares
(435)
 
(35)
(400)
 
(435)
 
Divestiture of business
(101)
 
 
 
 
 
(101)
Share-based compensation, in shares
 
2,000,000 
 
 
 
 
 
Share based compensation
28 
 
28 
 
 
28 
 
Balance at Jun. 30, 2016
$ 2,770 
$ 3 
$ 1,608 
$ 1,749 
$ (979)
$ 2,381 
$ 389 
Balance, in shares at Jun. 30, 2016
 
273,000,000 
 
 
 
 
 
General
General
GENERAL
General and basis of presentation—“Delphi,” the “Company,” “we,” “us” and “our” refer to Delphi Automotive PLC, a public limited company which was formed under the laws of Jersey on May 19, 2011, together with its subsidiaries, including Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales which was formed on August 19, 2009 for the purpose of acquiring certain assets of the former Delphi Corporation (the "Acquisition"), and became a subsidiary of Delphi Automotive PLC in connection with the completion of the Company’s initial public offering on November 22, 2011. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements and notes thereto included in this report should be read in conjunction with Delphi's 2015 Annual Report on Form 10-K.
Nature of operations—Delphi is a leading global vehicle components manufacturer and provides electrical and electronic, powertrain and safety technology solutions to the global automotive and commercial vehicle markets. Delphi operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from low cost countries. In line with the long term growth in emerging markets, Delphi has been increasing its focus on these markets, particularly in China, where the Company has a major manufacturing base and strong customer relationships.
Significant Accounting Policies
Significant Accounting Policies
SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates over which Delphi exercises significant influence (generally a 20% to 50% ownership interest) is included in the consolidated operating results using the equity method of accounting. When Delphi does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates are accounted for using the cost method. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value.
During the three and six months ended June 30, 2016, Delphi received a dividend of $4 million from one of its equity method investments. During the three and six months ended June 30, 2015, Delphi received a dividend of $8 million from one of its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Investments in affiliates accounted for under the cost method totaled $26 million and $23 million as of June 30, 2016 and December 31, 2015, respectively, and are classified within other long-term assets in the consolidated balance sheet.
Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Net income per share—Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. See Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.
Accounts receivable—Delphi enters into agreements to sell certain of its accounts receivable, primarily in North America and Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense.
Assets and liabilities held for sale—The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.
Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheet. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts.
Refer to Note 21. Discontinued Operations for further information regarding the Company's assets and liabilities held for sale.
Intangible assets—Intangible assets were $1,345 million and $1,383 million as of June 30, 2016 and December 31, 2015, respectively. Delphi amortizes definite-lived intangible assets over their estimated useful lives. Delphi has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $34 million and $67 million for the three and six months ended June 30, 2016 and $23 million and $47 million for the three and six months ended June 30, 2015, respectively.
Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by first comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying value. There were no indicators of potential goodwill impairment during the six months ended June 30, 2016. Goodwill was $1,571 million and $1,539 million as of June 30, 2016 and December 31, 2015, respectively.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations for additional information.
Discontinued operations—The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components of the Company represents a strategic shift that will have a major effect on the Company's operations and financial results. During the year ended December 31, 2015, Delphi completed the divestitures of the Company's wholly owned Thermal Systems business and the Company's interest in its KDAC joint venture. During the six months ended June 30, 2016, Delphi completed the divestiture of its interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Delphi's interests in the KDAC and SDAAC joint ventures were previously reported within the Thermal Systems segment. Accordingly, the assets and liabilities, operating results and operating and investing cash flows for the previously reported Thermal Systems segment are presented as discontinued operations separate from the Company’s continuing operations and segment results for all periods presented in these consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations.
Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. Refer to Note 11. Income Taxes for additional information.
Restructuring—Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.
Customer concentrations—As reflected in the table below, combined net sales from continuing operations to General Motors Company ("GM") and Volkswagen Group ("VW"), Delphi's two largest customers, totaled approximately 23% and 22% of our total net sales for the three and six months ended June 30, 2016, respectively, and 22% and 22% for the three and six months ended June 30, 2015, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
June 30,
2016
 
December 31,
2015
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
14
%
 
14
%
 
14
%
 
14
%
 
 
$
374

 
$
289

VW
9
%
 
8
%
 
8
%
 
8
%
 
 
198

 
186


Recently adopted accounting pronouncements—In April 2015, the FASB issued Accounting Standards Update ("ASU") ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This guidance requires that debt issuance costs be presented as a direct reduction to the carrying amount of the related debt in the balance sheet rather than as a deferred charge, consistent with the presentation of discounts on debt. ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs associated with Line-of-Credit Arrangements, was issued in August 2015 to clarify that the U.S. Securities and Exchange Commission ("SEC") staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and has classified $26 million and $28 million as of June 30, 2016 and December 31, 2015, respectively, of deferred debt issuance costs associated with term debt within long-term debt in the consolidated balance sheet. Deferred issuance costs associated with the Company’s Revolving Credit Facility of $9 million and $12 million as of June 30, 2016 and December 31, 2015, respectively, remain classified within other long-term assets. Refer to Note 8. Debt for further information.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the effect on earnings of changes in depreciation, amortization, or other income effects, if any. The guidance is effective for interim and annual periods beginning after December 15, 2015, and is to be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not yet been made available for issuance. Delphi adopted this guidance effective January 1, 2016, and has applied it to adjustments to provisional amounts resulting from business combinations for which the accounting was incomplete as of December 31, 2015. The adoption of this guidance did not have a significant impact on Delphi's financial statements. Refer to Note 17. Acquisitions and Divestitures for further information.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This guidance requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The guidance is effective for interim and annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and applied the guidance prospectively. The adoption of this guidance did not have a significant impact on Delphi's financial statements, other than the classification of deferred tax liabilities and assets as long-term in accordance with the new presentation requirements.
Recently issued accounting pronouncements not yet adopted—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The FASB has subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance. The guidance is currently effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. The Company has not yet selected a transition method and continues to evaluate the effect of the standard on our ongoing financial reporting.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This guidance requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The guidance is effective for interim and annual periods beginning after December 15, 2016, and is to be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance makes targeted improvements to existing U.S. GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee's obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements, and anticipates the new guidance will significantly impact its consolidated financial statements as the Company has a significant number of leases.
In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships and ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. ASU 2016-06 also clarifies the steps required to determine bifurcation of an embedded derivative. The new guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance contains multiple updates related to the accounting and financial statement presentation of share-based payment transactions. Under the new guidance, excess tax benefits will be recognized as income tax expense in the period in which the awards vest, as opposed to being recognized in additional paid-in capital when the deduction reduces taxes payable. Excess tax benefits will be classified as an operating activity within the statement of cash flows, as opposed to a financing activity. The new guidance also clarifies that cash paid by an employer when withholding shares for tax withholding purposes should be classified as a financing activity, and also permits an accounting policy election for accruing compensation cost to either estimate the number of awards that are expected to vest, similar to current U.S. GAAP, or account for forfeitures when they occur. The new guidance is effective for fiscal years beginning after December 15, 2016. The method of transition is dependent on the particular provision within the new guidance. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
Inventories
Inventories
INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Productive material
$
692

 
$
634

Work-in-process
110

 
98

Finished goods
516

 
449

Total
$
1,318

 
$
1,181

Assets
Assets
ASSETS
Other current assets consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Value added tax receivable
$
182

 
$
198

Prepaid insurance and other expenses
60

 
78

Reimbursable engineering costs
67

 
55

Notes receivable
27

 
25

Income and other taxes receivable
46

 
44

Deposits to vendors
8

 
8

Derivative financial instruments (Note 14)
4

 

Other
1

 
23

Total
$
395

 
$
431


Other long-term assets consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Deferred income taxes, net
$
227

 
$
238

Unamortized Revolving Credit Facility debt issuance costs (Note 8)
9

 
12

Income and other taxes receivable
75

 
54

Reimbursable engineering costs
29

 
43

Value added tax receivable
31

 
24

Cost method investments
26

 
23

Derivative financial instruments (Note 14)
2

 

Other
65

 
65

Total
$
464

 
$
459

Liabilities
Liabilities
LIABILITIES
Accrued liabilities consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Payroll-related obligations
$
247

 
$
221

Employee benefits, including current pension obligations
51

 
90

Income and other taxes payable
227

 
222

Warranty obligations (Note 6)
57

 
69

Restructuring (Note 7)
191

 
85

Customer deposits
30

 
36

Derivative financial instruments (Note 14)
71

 
108

Accrued interest
48

 
39

Other
353

 
334

Total
$
1,275

 
$
1,204


Other long-term liabilities consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Environmental (Note 10)
$
5

 
$
3

Extended disability benefits
8

 
8

Warranty obligations (Note 6)
61

 
62

Restructuring (Note 7)
34

 
46

Payroll-related obligations
9

 
9

Accrued income taxes
43

 
31

Deferred income taxes, net
275

 
252

Derivative financial instruments (Note 14)
6

 
21

Other
71

 
71

Total
$
512

 
$
503

Warranty Obligations
Warranty Obligations
WARRANTY OBLIGATIONS
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Delphi has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of June 30, 2016. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of June 30, 2016 to be zero to $40 million.
The table below summarizes the activity in the product warranty liability for the six months ended June 30, 2016:
 
Warranty Obligations
 
 
 
(in millions)
Accrual balance at beginning of period
$
131

Provision for estimated warranties incurred during the period
28

Changes in estimate for pre-existing warranties
8

Settlements made during the period (in cash or in kind)
(49
)
Accrual balance at end of period
$
118

Restructuring
Restructuring
RESTRUCTURING
Delphi’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as they relate to executing Delphi’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
As part of Delphi's continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $154 million and $189 million during the three and six months ended June 30, 2016, respectively. These charges include the recognition of approximately $88 million of employee-related and other costs related to the initiation of the closure of a European manufacturing site within the Powertrain Systems segment in the second quarter of 2016. Cash payments for this restructuring action are expected to be principally completed in 2017. Additionally, Delphi recognized non-cash asset impairment charges of $19 million in the second quarter of 2016 related to the initiation of this plant closure, which are recorded within cost of sales. Other restructuring charges incurred during the three months ended June 30, 2016 were primarily related to Delphi's on-going restructuring programs, which included $42 million for other programs focused on the continued rotation of our manufacturing footprint to low cost locations in Europe.
Restructuring costs of approximately $17 million and $33 million were recorded during the three and six months ended June 30, 2015, respectively. These charges were primarily related to Delphi's on-going restructuring programs focused on aligning manufacturing capacity and footprint with the current automotive production levels in Europe and South America. Additionally, the Company recorded $1 million and $2 million of restructuring costs within discontinued operations related to the Thermal Systems business during the three and six months ended June 30, 2015, respectively.
Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Delphi incurred cash expenditures related to its restructuring programs of approximately $96 million and $65 million in the six months ended June 30, 2016 and 2015, respectively.
The following table summarizes the restructuring charges recorded for the three and six months ended June 30, 2016 and 2015 by operating segment:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Electrical/Electronic Architecture
$
17

 
$
5

 
$
35

 
$
9

Powertrain Systems
126

 
8

 
135

 
14

Electronics and Safety
11

 
4

 
19

 
10

Total
$
154

 
$
17

 
$
189

 
$
33


The table below summarizes the activity in the restructuring liability for the six months ended June 30, 2016:
 
Employee Termination Benefits Liability
 
Other Exit Costs Liability
 
Total
 
 
 
 
 
 
 
(in millions)
Accrual balance at January 1, 2016
$
129

 
$
2

 
$
131

Provision for estimated expenses incurred during the period
184

 
5

 
189

Payments made during the period
(96
)
 

 
(96
)
Foreign currency and other
1

 

 
1

Accrual balance at June 30, 2016
$
218

 
$
7

 
$
225

Debt
Debt
DEBT
The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of June 30, 2016 and December 31, 2015, respectively:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Accounts receivable factoring
$
36

 
$

3.15%, senior notes, due 2020 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)
645

 
645

5.00%, senior notes, due 2023 (net of $8 and $9 unamortized issuance costs, respectively)
792

 
791

4.15%, senior notes, due 2024 (net of $4 and $5 unamortized issuance costs and $2 and $2 discount, respectively)
694

 
693

1.50%, Euro-denominated senior notes, due 2025 (net of $5 and $5 unamortized issuance costs and $3 and $3 discount, respectively)
767

 
757

4.25%, senior notes, due 2026 (net of $4 and $4 unamortized issuance costs, respectively)
646

 
646

Tranche A Term Loan, due 2018 (net of $1 and $1 unamortized issuance costs, respectively)
399

 
399

Capital leases and other
87

 
77

Total debt
4,066

 
4,008

Less: current portion
(97
)
 
(52
)
Long-term debt
$
3,969

 
$
3,956


Credit Agreement
Delphi Corporation (the "Issuer") entered into a credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent (the "Administrative Agent"), under which it maintains senior secured credit facilities currently consisting of a term loan (the “Tranche A Term Loan”) and a revolving credit facility of $1.5 billion (the “Revolving Credit Facility”). The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions. The Tranche A Term Loan and the Revolving Credit Facility mature on March 1, 2018. The Credit Agreement also includes an accordion feature that permits the Issuer to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion (or a greater amount based upon a formula set forth in the Credit Agreement) upon the Issuer's request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent and existing lenders.
As of June 30, 2016, there were no amounts drawn on the Revolving Credit Facility and approximately $7 million in letters of credit issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at the Issuer's option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below:
 
June 30, 2016
 
December 31, 2015
 
LIBOR plus
 
ABR plus
 
LIBOR plus
 
ABR plus
Revolving Credit Facility
1.00
%
 
0.00
%
 
1.00
%
 
0.00
%
Tranche A Term Loan
1.00
%
 
0.00
%
 
1.00
%
 
0.00
%

The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in credit ratings with the minimum interest level of 0.00% and maximum level of 2.25%. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in our corporate credit ratings. The Credit Agreement also requires that the Issuer pay certain commitment fees on the unused portion of the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by the Issuer in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). The Issuer may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of June 30, 2016, the Issuer selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of June 30, 2016, as detailed in the table below, was based on the Issuer's current credit rating and the Applicable Rate for the Credit Agreement:
 
 
 
Borrowings as of
 
 
 
 
 
June 30, 2016
 
Rate effective as of
 
Applicable Rate
 
(in millions)
 
June 30, 2016
Tranche A Term Loan
LIBOR plus 1.00%
 
$
400

 
1.50
%
All principal payment obligations with respect to the Tranche A Term Loan have been satisfied through March 1, 2018. Borrowings under the Credit Agreement are prepayable at the Issuer's option without premium or penalty. The Credit Agreement also contains certain mandatory prepayment provisions in the event the Company receives net cash proceeds from certain asset sales or casualty events. No mandatory prepayments under these provisions have been made or are due through June 30, 2016.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens, to dispose of certain assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company’s equity interests. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0. The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of June 30, 2016. The Company has satisfied credit rating-related conditions to the suspension of many of the restrictive covenants and the mandatory prepayment provisions relating to asset sales and casualty events discussed above, as well as for the release of security interests and guarantees of additional subsidiaries of Delphi Automotive PLC that are not direct or indirect parent companies of the Issuer. Such covenants and prepayment obligations are required to be reinstated, and such security interests and subsidiary guarantees may be reinstated at the election of the lenders, if the applicable credit rating criteria are no longer satisfied.
As of June 30, 2016, all obligations under the Credit Agreement are borrowed by Delphi Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement. Refer to Note 19. Supplemental Guarantor and Non-Guarantor Condensed Consolidating Financial Statements for additional information.
Senior Unsecured Notes
On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior unsecured notes due 2019 (the "5.875% Senior Notes") and $500 million of 6.125% senior unsecured notes due 2021 (the "6.125% Senior Notes") (collectively, the “2011 Senior Notes”) in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”). The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the Credit Agreement. In May 2012, Delphi Corporation completed a registered exchange offer for all of the 2011 Senior Notes. No proceeds were received by Delphi Corporation as a result of the exchange. In March 2014, Delphi redeemed for cash the entire $500 million aggregate principal amount outstanding of the 5.875% Senior Notes, financed by a portion of the proceeds received from the issuance of the 2014 Senior Notes, as defined below. In March 2015, Delphi redeemed for cash the entire $500 million aggregate principal amount outstanding of the 6.125% Senior Notes, financed by a portion of the proceeds from the issuance of the 2015 Euro-denominated Senior Notes, as defined below. As a result of the redemption of the 2011 Senior Notes, Delphi recognized a loss on debt extinguishment of approximately $52 million during the six months ended June 30, 2015 within other income (expense), net in the consolidated statement of operations.
On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013 Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term loan indebtedness under the Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection with the 2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date.
On March 3, 2014, Delphi Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured notes due 2024 (the “2014 Senior Notes”) in a transaction registered under the Securities Act. The 2014 Senior Notes were priced at 99.649% of par, resulting in a yield to maturity of 4.193%. The proceeds were primarily utilized to redeem the 5.875% Senior Notes and to repay a portion of the Tranche A Term Loan. Delphi paid approximately $6 million of issuance costs in connection with the 2014 Senior Notes. Interest is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.
On March 10, 2015, Delphi Automotive PLC issued €700 million in aggregate principal amount of 1.50% Euro-denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2015 Euro-denominated Senior Notes were priced at 99.54% of par, resulting in a yield to maturity of 1.55%. The proceeds were primarily utilized to redeem the 6.125% Senior Notes, and to fund growth initiatives, such as acquisitions, and share repurchases. Delphi incurred approximately $5 million of issuance costs in connection with the 2015 Euro-denominated Senior Notes. Interest is payable annually on March 10. The Company has designated the 2015 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Refer to Note. 14. Derivatives and Hedging Activities for further information.
On November 19, 2015, Delphi Automotive PLC issued $1.3 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $650 million of 3.15% senior unsecured notes due 2020 (the "3.15% Senior Notes") and $650 million of 4.25% senior unsecured notes due 2026 (the "4.25% Senior Notes") (collectively, the "2015 Senior Notes"). The 3.15% Senior Notes were priced at 99.784% of par, resulting in a yield to maturity of 3.197%, and the 4.25% Senior Notes were priced at 99.942% of par, resulting in a yield to maturity of 4.256%. The proceeds were primarily utilized to fund a portion of the cash consideration for the acquisition of HellermannTyton Group PLC ("HellermannTyton"), as further described in Note. 17. Acquisitions and Divestitures, and for general corporate purposes, including the payment of fees and expenses associated with the HellermannTyton acquisition and the related financing transaction. Delphi incurred approximately $8 million of issuance costs in connection with the 2015 Senior Notes. Interest on the 3.15% Senior Notes is payable semi-annually on May 19 and November 19 of each year to holders of record at the close of business on May 4 or November 4 immediately preceding the interest payment date. Interest on the 4.25% Senior Notes is payable semi-annually on January 15 and July 15 of each year to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date.
Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Delphi's (and Delphi's subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of June 30, 2016, the Company was in compliance with the provisions of all series of the outstanding senior notes.
The 2013 Senior Notes and 2014 Senior Notes issued by Delphi Corporation are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and by certain of Delphi Automotive PLC's direct and indirect subsidiaries which are directly or indirectly 100% owned by Delphi Automotive PLC, subject to customary release provisions (other than in the case of Delphi Automotive PLC). The 2015 Euro-denominated Senior Notes and 2015 Senior Notes issued by Delphi Automotive PLC are fully and unconditionally guaranteed, jointly and severally, by certain of Delphi Automotive PLC's direct and indirect subsidiaries (including Delphi Corporation), which are directly or indirectly 100% owned by Delphi Automotive PLC, subject to customary release provisions. Refer to Note 19. Supplemental Guarantor and Non-Guarantor Condensed Consolidating Financial Statements for additional information.
Other Financing
Receivable factoring—Delphi maintains a €400 million European accounts receivable factoring facility, of which €350 million is available on a committed basis. This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This program began in July 2013 with an original term of 4 years, and will automatically renew on an indefinite basis unless terminated by either party. Borrowings bear interest at LIBOR plus 1.05% for borrowings denominated in pounds sterling and Euro Interbank Offered Rate ("EURIBOR") plus 0.80% for borrowings denominated in Euros. As of June 30, 2016 and December 31, 2015, $36 million and $0 million, respectively, were outstanding under the European accounts receivable factoring facility. As of June 30, 2016, the interest rate effective on these borrowings was approximately 0.51%, based on the mix of currencies borrowed. Amounts drawn as of June 30, 2016 were principally related to managing working capital requirements.
The Company has entered into arrangements with various financial institutions to sell eligible trade receivables from certain aftermarket customers in North America. These arrangements can be terminated at any time subject to prior written notice. The receivables under these arrangements are sold without recourse to the Company and are therefore accounted for as true sales. During the three and six months ended June 30, 2016, $43 million and $75 million of receivables were sold under these arrangements, and expenses of less than $1 million and $2 million, respectively, were recognized within interest expense. During the three and six months ended June 30, 2015, $27 million and $54 million of receivables were sold under these arrangements, and expenses of less than $1 million and $1 million, respectively, were recognized.
Capital leases and other—As of June 30, 2016 and December 31, 2015, approximately $87 million and $77 million, respectively, of other debt issued by certain non-U.S. subsidiaries and capital lease obligations were outstanding.
Interest—Cash paid for interest related to debt outstanding totaled $67 million and $57 million for the six months ended June 30, 2016 and 2015, respectively.
Pension Benefits
Pension Benefits
PENSION BENEFITS
Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) prior to September 30, 2008 and were still U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members.
The amounts shown below reflect the defined benefit pension expense for the three and six months ended June 30, 2016 and 2015, including amounts attributable to discontinued operations in the prior period:
 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
13

 
$
14

 
$

 
$

Interest cost
17

 
18

 
1

 
1

Expected return on plan assets
(18
)
 
(18
)
 

 

Settlement loss

 
3

 

 

Amortization of actuarial losses
3

 
5

 

 

Net periodic benefit cost
$
15

 
$
22

 
$
1

 
$
1

 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
25

 
$
29

 
$

 
$

Interest cost
34

 
39

 
1

 
1

Expected return on plan assets
(36
)
 
(38
)
 

 

Settlement loss

 
3

 

 

Amortization of actuarial losses
7

 
9

 

 

Net periodic benefit cost
$
30

 
$
42

 
$
1

 
$
1


Other postretirement benefit obligations were approximately $3 million and $3 million at June 30, 2016 and December 31, 2015, respectively.
Effective January 1, 2016, the Company changed the method used to estimate the service and interest cost components of net periodic benefit cost for pension and other postretirement benefit plans that utilize a yield curve approach. Historically, the Company estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. The Company elected to utilize a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. The Company made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This change does not affect the measurement of the total benefit obligations. The Company has accounted for this change as a change in accounting estimate and accordingly accounted for it on a prospective basis. The expected reduction in annual service and interest costs associated with this change in estimate is less than $10 million.
Commitments And Contingencies
Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
Delphi is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Delphi that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Delphi. With respect to warranty matters, although Delphi cannot ensure that the future costs of warranty claims by customers will not be material, Delphi believes its established reserves are adequate to cover potential warranty settlements.
Unsecured Creditors Litigation
The Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP (the “Fourth LLP Agreement”) was entered into on July 12, 2011 by the members of Delphi Automotive LLP in order to position the Company for its initial public offering. Under the terms of the Fourth LLP Agreement, if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion, Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against DPHH $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million. In December 2014, a complaint was filed in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") alleging that the redemption by Delphi Automotive LLP of the membership interests of GM and the Pension Benefit Guaranty Corporation (the "PBGC"), and the repurchase of shares and payment of dividends by Delphi Automotive PLC, constituted distributions under the terms of the Fourth LLP Agreement approximating $7.2 billion. Delphi considers cumulative distributions through June 30, 2016 to be substantially below the $7.2 billion threshold, and intends to vigorously contest the allegations set forth in the complaint. In May 2016, the Bankruptcy Court denied both parties' motions for summary judgment and discovery commenced regarding the parties' intent with respect to the redemptions of the GM and PBGC membership interests. Although no assurances can be made as to the ultimate outcome of this claim, Delphi does not believe a loss is probable and, accordingly, no reserve has been made as of June 30, 2016. The Company estimates the range of reasonably possible loss related to this matter to be zero to $300 million.
Brazil Matters
Delphi conducts business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Delphi believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. As of June 30, 2016, the majority of claims asserted against Delphi in Brazil relate to such litigation. The remaining claims in Brazil relate to commercial and labor litigation with private parties. As of June 30, 2016, claims totaling approximately $175 million (using June 30, 2016 foreign currency rates) have been asserted against Delphi in Brazil. As of June 30, 2016, the Company maintains accruals for these asserted claims of $30 million (using June 30, 2016 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Delphi’s results of operations could be materially affected. The Company estimates the reasonably possible loss in excess of the amounts accrued related to these claims to be zero to $145 million.
Environmental Matters
Delphi is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of June 30, 2016 and December 31, 2015, the undiscounted reserve for environmental investigation and remediation was approximately $6 million (of which $1 million was recorded in accrued liabilities and $5 million was recorded in other long-term liabilities) and $4 million (of which $1 million was recorded in accrued liabilities and $3 million was recorded in other long-term liabilities), respectively. Additionally, as of December 31, 2015 there was $6 million of undiscounted reserve for environmental investigation and remediation attributable to discontinued operations included within liabilities held for sale. Delphi cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Delphi’s results of operations could be materially affected. At June 30, 2016, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.
Income Taxes
Income Taxes
INCOME TAXES
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
The Company's income tax expense and effective tax rate from continuing operations for the three and six months ended June 30, 2016 and 2015 were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(dollars in millions)
Income tax expense
$
84

 
$
80

 
$
159

 
$
141

Effective tax rate
24
%
 
18
%
 
21
%
 
17
%

The Company’s effective tax rate from continuing operations was impacted by unfavorable geographic income mix in 2016 as compared to 2015, primarily due to changes in the underlying operations of the business and losses recorded in foreign jurisdictions for which no tax benefit can be recognized due to a valuation allowance. A significant portion of the unbenefited losses resulted from restructuring charges recorded related to the initiation of a plant closure of a European manufacturing site within the Powertrain Systems segment in the second quarter of 2016, as more fully described in Note 7. Restructuring. Additionally, the Company's effective tax rate was impacted by the expiration of tax incentives for certain Chinese subsidiaries related to Hi-Tech Enterprise ("HNTE") status in 2016, which previously made these subsidiaries eligible for a reduced corporate income tax rate. Applications for new 6-year HNTE grants are not permitted prior to the expiration of the prior grants, and Delphi is in the process of making timely submissions pursuant to local requirements. Approval of the applications has historically been obtained in the year of application, at which point these entities would be entitled to use the reduced HNTE income tax rate retroactive to the expiration date of the prior grants. The income tax accounting effect, including the retroactive effect, of a change in tax status is accounted for on the date of approval. Until such time, the income of these subsidiaries is subject to the statutory Chinese corporate income tax rate.
The Company’s effective tax rate from continuing operations was also impacted by the tax (benefit) expense associated with unusual or infrequent items for the respective interim periods as illustrated in the following table:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Withholding taxes
$
(4
)
 
$
(1
)
 
$
(4
)
 
$
(1
)
Other change in tax reserves (1)
(1
)
 
3

 

 
4

Other adjustments (2)
1

 
1

 
5

 
1

Income tax (benefit) expense associated with unusual or infrequent items
$
(4
)
 
$
3

 
$
1

 
$
4


(1)
For the three and six months ended June 30, 2016 and June 30, 2015, the tax (benefit) and expense, respectively, primarily relates to adjustments in tax reserves which were individually insignificant.
(2)
For the three and six months ended June 30, 2016 and June 30, 2015, the tax expense primarily relates to provision to return adjustments and other items which were individually insignificant.
Delphi Automotive PLC is a U.K. resident taxpayer and not a domestic corporation for U.S. federal income tax purposes, and as such is not subject to U.S. tax, and generally not subject to U.K. tax on remitted foreign earnings.
Cash paid or withheld for income taxes was $157 million and $149 million for the six months ended June 30, 2016 and 2015 respectively.
Tax Return Filing Determinations and Elections
Delphi Automotive LLP, which acquired certain assets in a bankruptcy court approved transaction (the "Bankruptcy Plan") on October 6, 2009 (the "Acquisition Date"), was established on August 19, 2009 as a limited liability partnership incorporated under the laws of England and Wales. At the time of its formation, Delphi Automotive LLP elected to be treated as a partnership for U.S. federal income tax purposes. On June 24, 2014, the Internal Revenue Service (the “IRS”) issued us a Notice of Proposed Adjustment (the "NOPA") asserting that it believes Section 7874(b) of the Internal Revenue Code applied to Delphi Automotive LLP and that it should be treated as a domestic corporation for U.S. federal income tax purposes, retroactive to the Acquisition Date. If Delphi Automotive LLP was treated as a domestic corporation for U.S. federal income tax purposes, the Company also expected that, although Delphi Automotive PLC is incorporated under the laws of Jersey and a tax resident in the U.K., it would also have been treated as a domestic corporation for U.S. federal income tax purposes. If these entities were treated as domestic corporations for U.S. federal income tax purposes, the Company would have been subject to U.S. federal income tax on its worldwide taxable income, including distributions, as well as deemed income inclusions from some of its non-U.S. subsidiaries.
Delphi contested the conclusions reached in the NOPA through the IRS’s administrative appeals process, and on April 8, 2016, the IRS Office of Appeals issued fully-executed Forms 870-AD, concluding that Section 7874(b) does not apply to Delphi, and therefore no adjustments for the tax years subject to the appeals process (2009 and 2010) are necessary. Consistent with the IRS’s determination and conclusion related to this matter, Delphi Automotive PLC will continue to prepare and file its financial statements and tax filings as a U.K. tax-resident.
Shareholders' Equity And Net Income Per Share
Shareholders' Equity And Net Income Per Share
SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
Net Income Per Share
Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of diluted net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.
Weighted Average Shares
The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions, except per share data)
Numerator:
 
 
 
 
 
 
 
Income from continuing operations
$
258

 
$
350

 
$
578

 
$
638

Income from discontinued operations

 
295

 
105

 
216

Net income attributable to Delphi
$
258

 
$
645

 
$
683

 
$
854

Denominator:
 
 
 
 
 
 
 
Weighted average ordinary shares outstanding, basic
272.92

 
287.77

 
274.77

 
289.33

Dilutive shares related to restricted stock units ("RSUs")
0.45

 
1.08

 
0.43

 
0.99

Weighted average ordinary shares outstanding, including dilutive shares
273.37

 
288.85

 
275.20

 
290.32

 
 
 
 
 
 
 
 
Basic net income per share:
 
 
 
 
 
 
 
Continuing operations
$
0.95

 
$
1.22

 
$
2.10

 
$
2.21

Discontinued operations

 
1.02

 
0.38

 
0.74

Basic net income per share attributable to Delphi
$
0.95

 
$
2.24

 
$
2.48

 
$
2.95

Diluted net income per share:
 
 
 
 
 
 
 
Continuing operations
$
0.94

 
$
1.21

 
$
2.10

 
$
2.20

Discontinued operations

 
1.02

 
0.38

 
0.74

Diluted net income per share attributable to Delphi
$
0.94

 
$
2.23

 
$
2.48

 
$
2.94

Anti-dilutive securities share impact

 

 

 


Share Repurchase Program
In January 2015, the Board of Directors authorized a share repurchase program of up to $1.5 billion of ordinary shares, which commenced in March 2015 following the completion of the Company's $1 billion January 2014 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company.
A summary of the ordinary shares repurchased during the three and six months ended June 30, 2016 and 2015 is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Total number of shares repurchased
894,209

 
3,649,419

 
6,492,425

 
6,882,565

Average price paid per share
$
72.69

 
$
85.72

 
$
66.95

 
$
80.30

Total (in millions)
$
65

 
$
313

 
$
435

 
$
553


As of June 30, 2016, approximately $72 million of share repurchases remained available under the January 2015 share repurchase program. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in capital and retained earnings.
New Share Repurchase Program
In April 2016, the Board of Directors authorized a new share repurchase program of up to $1.5 billion of ordinary shares. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. This program will commence following the completion of the Company's January 2015 share repurchase program described above.
Dividends
The Company has declared and paid cash dividends per ordinary share during the periods presented as follows:
 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2016:
 
 
 
Second quarter
$
0.29

 
$
79

First quarter
0.29

 
80

Total
$
0.58

 
$
159

2015:
 
 
 
Fourth quarter
$
0.25

 
$
70

Third quarter
0.25

 
71

Second quarter
0.25

 
72

First quarter
0.25

 
73

Total
$
1.00

 
$
286


Other
Prior to the completion of the initial public offering on November 22, 2011, net income and other changes to membership interests were allocated to the respective outstanding classes based on the cumulative distribution provisions of the Fourth LLP Agreement.
Under the terms of the Fourth LLP Agreement, if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion, Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against DPHH $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million. This contingency is not considered probable of occurring as of June 30, 2016 and accordingly, no reserve has been recorded. Refer to Note 10. Commitments and Contingencies for additional information.
Changes in Accumulated Other Comprehensive Income
Changes in Accumulated Other Comprehensive Income
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) for the three and six months ended June 30, 2016 and 2015 are shown below. Other comprehensive income includes activity relating to discontinued operations.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Foreign currency translation adjustments:
 
 
 
 
 
 
 
Balance at beginning of period
$
(625
)
 
$
(565
)
 
$
(661
)
 
$
(333
)
Aggregate adjustment for the period (1)
(53
)
 
60

 
(17
)
 
(172
)
Balance at end of period
(678
)
 
(505
)
 
(678
)
 
(505
)
 
 
 
 
 
 
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
 
Balance at beginning of period
(83
)
 
(82
)
 
(106
)
 
(78
)
Other comprehensive income before reclassifications (net tax effect of $5, $8, $7 and $14)
1

 
(27
)
 
(5
)
 
(50
)
Reclassification to income (net tax effect of $7, $8, $16, and $13)
25

 
25

 
54

 
44

Balance at end of period
(57
)
 
(84
)
 
(57
)
 
(84
)
 
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
 
Balance at beginning of period
(261
)
 
(303
)
 
(266
)
 
(330
)
Other comprehensive income before reclassifications (net tax effect of $3, $3, $4, and $1)
14

 
(12
)
 
16

 
12

Reclassification to income (net tax effect of $1, $0, $1, and $1)
3

 
7

 
6

 
10

Balance at end of period
(244
)
 
(308
)
 
(244
)
 
(308
)
 
 
 
 
 
 
 
 
Accumulated other comprehensive loss, end of period
$
(979
)
 
$
(897
)
 
$
(979
)
 
$
(897
)
(1)
Includes gains (losses) of $17 million and $(8) million for the three and six months ended June 30, 2016, and $(19) million and $(21) million for the three and six months ended June 30, 2015, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.
Reclassifications from accumulated other comprehensive income to income for the three and six months ended June 30, 2016 and 2015 were as follows:
Reclassification Out of Accumulated Other Comprehensive Income
Details About Accumulated Other Comprehensive Income Components
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Affected Line Item in the Statement of Operations
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
$
(11
)
 
$
(11
)
 
$
(25
)
 
$
(21
)
 
Cost of sales
Foreign currency derivatives
 
(21
)
 
(22
)
 
(45
)
 
(36
)
 
Cost of sales
 
 
(32
)
 
(33
)
 
(70
)
 
(57
)
 
Income before income taxes
 
 
7

 
8

 
16

 
13

 
Income tax expense
 
 
(25
)
 
(25
)
 
(54
)
 
(44
)
 
Net income
 
 

 

 

 

 
Net income attributable to noncontrolling interest
 
 
$
(25
)
 
$
(25
)
 
$
(54
)
 
$
(44
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
 
 
 
 
Actuarial losses
 
$
(4
)
 
$
(5
)
 
$
(7
)
 
$
(9
)
 
(1)
Settlement loss
 

 
(2
)
 

 
(2
)
 
(1)
 
 
(4
)
 
(7
)
 
(7
)
 
(11
)
 
Income before income taxes
 
 
1

 

 
1

 
1

 
Income tax expense
 
 
(3
)
 
(7
)
 
(6
)
 
(10
)
 
Net income
 
 

 

 

 

 
Net income attributable to noncontrolling interest
 
 
$
(3
)
 
$
(7
)
 
$
(6
)
 
$
(10
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(28
)
 
$
(32
)
 
$
(60
)
 
$
(54
)
 
 
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 9. Pension Benefits for additional details).
Derivatives And Hedging Activities
Derivative Instruments and Hedging Activities
DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges
Delphi is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Delphi aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Delphi enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Delphi assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.
As of June 30, 2016, the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:
Commodity
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in thousands)
 
(in millions)
Copper
54,580

 
pounds
 
$
115

Foreign Currency
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in millions)
Mexican Peso
9,798

 
MXN
 
$
520

Chinese Yuan Renminbi
2,059

 
RMB
 
310

Polish Zloty
318

 
PLN
 
80

New Turkish Lira
189

 
TRY
 
65

Hungarian Forint
17,281

 
HUF
 
60


The Company had additional commodity and foreign currency forward contracts designated as cash flow hedges with notional amounts that individually amounted to less than $10 million. As of June 30, 2016, Delphi has entered into derivative instruments to hedge cash flows extending out to June 2018.
Gains and losses on derivatives qualifying as cash flow hedges are recorded in other comprehensive income ("OCI"), to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Losses included in accumulated OCI as of June 30, 2016 were approximately $83 million (approximately $62 million, net of tax). Of this total, approximately $77 million of losses are expected to be included in cost of sales within the next 12 months and $6 million of losses are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Delphi determines it is no longer probable that the originally forecasted transactions will occur. The amount included in cost of sales related to cash flow hedge ineffectiveness was insignificant for the three and six months ended June 30, 2016 and 2015. Cash flows from derivatives used to manage commodity and foreign exchange risks are classified as operating activities within the consolidated statement of cash flows.
Net Investment Hedges
The Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including foreign currency forward contracts and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within OCI to offset changes in the value of the net investment in these foreign currency-denominated operations. Any ineffective portion of gains or losses on net investment hedges are reclassified to other income (expense), net within the consolidated statement of operations. Gains and losses reported in accumulated other comprehensive income (loss) are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. Cash flows from derivatives designated as net investment hedges are classified as investing activities within the consolidated statement of cash flows.
During the first quarter of 2016, the Company entered into a forward contract with a notional amount of 2.4 billion Chinese Yuan Renminbi ("RMB") (approximately $370 million, using March 31, 2016 foreign currency rates) that was designated as a net investment hedge of the foreign currency exposure of its investments in certain RMB-denominated wholly-owned subsidiaries. This forward contract matured in May 2016, and the Company paid $1 million at settlement. During the second quarter of 2016, the Company entered into forward contracts with notional amounts totaling 2.4 billion RMB (approximately $355 million, using June 30, 2016 foreign currency rates) that were designated as net investment hedges of the foreign currency exposure of its investments in certain RMB-denominated wholly-owned subsidiaries. These contracts mature in November 2016. Refer to the tables below for details of the fair value recorded in the consolidated balance sheet and the effects recorded in the consolidated statement of operations and consolidated statement of comprehensive income related to these derivative instruments.
The Company has designated the €700 million 2015 Euro-denominated Senior Notes, as more fully described in Note 8. Debt, as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Due to changes in the value of the Euro-denominated debt designated as a net investment hedge, during the three and six months ended June 30, 2016, $16 million and $(9) million, respectively, of gains (losses) were recognized within the cumulative translation adjustment component of OCI. During the three and six months ended June 30, 2015, $19 million and $21 million, respectively, of losses were recognized within the cumulative translation adjustment component of OCI related to this net investment hedge. Cumulative losses included in accumulated OCI on this net investment hedge were $15 million as of June 30, 2016 and $5 million as of December 31, 2015, which were due to the strengthening of the Euro relative to the U.S. dollar over the term of this arrangement. There were no amounts reclassified or recognized for ineffectiveness during the three and six months ended June 30, 2016 or 2015.
Derivatives Not Designated as Hedges
The Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other income (expense), net and cost of sales in the consolidated statement of operations.
As more fully disclosed in Note 17. Acquisitions and Divestitures, on July 30, 2015, Delphi made a recommended offer to acquire HellermannTyton. In conjunction with the proposed acquisition, in August 2015, the Company entered into option contracts with notional amounts totaling £917 million to hedge portions of the currency risk associated with the cash payment for the proposed acquisition at a cost of $15 million. Subsequently, in conjunction with the closing of the acquisition, Delphi entered into offsetting option contracts. Pursuant to the requirements of ASC 815, Derivatives and Hedging, the options did not qualify as hedges for accounting purposes. The Company paid $15 million to settle these options during the six months ended June 2016, which is reflected within investing activities in the consolidated statement of cash flows.
Fair Value of Derivative Instruments in the Balance Sheet
The fair value of derivative financial instruments recorded in the consolidated balance sheets as of June 30, 2016 and December 31, 2015 are as follows:
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
 
Balance Sheet Location
 
June 30,
2016
 
Balance Sheet Location
 
June 30,
2016
 
June 30,
2016
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
19

 
 
Foreign currency derivatives*
Accrued liabilities
 
4

 
Accrued liabilities
 
54

 
(50
)
Commodity derivatives
Other long-term assets
 

 
Other long-term liabilities
 
1

 
 
Foreign currency derivatives*
Other long-term assets
 
2

 
Other long-term assets
 

 
2

Foreign currency derivatives*
Other long-term liabilities
 
1

 
Other long-term liabilities
 
6

 
(5
)
Derivatives designated as net investment hedges:
 
 
 
 
 
 
Foreign currency derivatives
Other current assets
 
$
4

 
Accrued liabilities
 
$

 


Total derivatives designated as hedges
 
$
11

 
 
 
$
80

 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
1

 
 
Foreign currency derivatives*
Accrued liabilities
 
2

 
Accrued liabilities
 
3

 
(1
)
Total derivatives not designated as hedges
 
$
2

 
 
 
$
4

 
 
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31,
2015
 
Balance Sheet Location
 
December 31,
2015
 
December 31,
2015
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
39

 
 
Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
69

 
$
(66
)
Commodity derivatives
Other long-term assets
 

 
Other long-term liabilities
 
10

 
 
Foreign currency derivatives*
Other long-term liabilities
 
1

 
Other long-term liabilities
 
12

 
(11
)
Total derivatives designated as hedges
 
$
4

 
 
 
$
130

 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
2

 
 
Foreign currency derivatives*
Accrued liabilities
 
2

 
Accrued liabilities
 
3

 
(1
)
Foreign currency derivatives*
Other long-term liabilities
 
1

 
Other long-term liabilities
 
1

 

Total derivatives not designated as hedges
 
$
3

 
 
 
$
6

 
 
* Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Delphi’s derivative financial instruments was in a net liability position as of June 30, 2016 and December 31, 2015.
Effect of Derivatives on the Statement of Operations and Statement of Comprehensive Income
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended June 30, 2016 is as follows:
Three Months Ended June 30, 2016
Gain (loss) Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
1

 
$
(11
)
 
$

Foreign currency derivatives
(14
)
 
(21
)
 

Derivatives designated as net investment hedges:
 
 
 
 
 
Foreign currency derivatives
9

 

 

Total
$
(4
)
 
$
(32
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives

Total
$

The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended June 30, 2015 is as follows:
Three Months Ended June 30, 2015
Loss Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
(11
)
 
$
(8
)
 
$

Foreign currency derivatives
(21
)
 
(18
)
 

Total
$
(32
)
 
$
(26
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$
(3
)
Foreign currency derivatives
(4
)
Total
$
(7
)
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2016 is as follows:
Six Months Ended June 30, 2016
Gain (loss) Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
4

 
$
(25
)
 
$

Foreign currency derivatives
(20
)
 
(45
)
 

Derivatives designated as net investment hedges:
 
 
 
 
 
Foreign currency derivatives
4

 

 

Total
$
(12
)
 
$
(70
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives
(2
)
Total
$
(2
)
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2015 is as follows:
Six Months Ended June 30, 2015
Loss Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
(25
)
 
$
(18
)
 
$

Foreign currency derivatives
(39
)
 
(32
)
 

Total
$
(64
)
 
$
(50
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$
(3
)
Foreign currency derivatives
(5
)
Total
$
(8
)

The gain or loss reclassified from OCI into income for the effective portion of designated derivative instruments and the gain or loss recognized in income for the ineffective portion of designated derivative instruments excluded from effectiveness testing were recorded to other income, net and cost of sales in the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015. The gain or loss recognized in income for non-designated derivative instruments was recorded in other income (expense), net and cost of sales for the three and six months ended June 30, 2016 and 2015.
Fair Value Of Financial Instruments
Fair Value of Financial Instruments
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements on a Recurring Basis
Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Delphi’s derivative exposures are with counterparties with long-term investment grade credit ratings. Delphi estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Delphi also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Delphi is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Delphi is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Delphi uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Delphi generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of June 30, 2016 and December 31, 2015, Delphi was in a net derivative liability position of $71 million and $129 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Delphi’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.
Contingent consideration—As described in Note 17. Acquisitions and Divestitures, as of June 30, 2016, additional contingent consideration may be earned as a result of Delphi's acquisition agreements for Control-Tec LLC ("Control-Tec"), Ottomatika, Inc. ("Ottomatika") and Antaya Technologies Corporation ("Antaya"). The liability for contingent consideration is re-measured to fair value at each reporting date based on a probability-weighted discounted cash flow analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. The measurement of the liability for contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASU Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings of the acquired businesses and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the forecast of the acquired businesses' future earnings, as a result of actual earnings levels achieved or in the discount rates used to determine the present value of contingent future cash flows. As of June 30, 2016, the range of periods in which the earn-out provisions may be achieved is from 2016 to 2018. The Company regularly reviews these assumptions and makes adjustments to the fair value measurements as required by facts and circumstances.
As of June 30, 2016 and December 31, 2015, the liability for contingent consideration was $33 million (of which $2 million was classified within other current liabilities and $31 million was classified within other long-term liabilities) and $32 million (of which was $2 million classified within other current liabilities and $30 million was classified within other long-term liabilities). Adjustments to this liability for interest accretion are recognized in interest expense, and any other changes in the fair value of this liability are recognized within other income (expense), net in the consolidated statement of operations.
As of June 30, 2016 and December 31, 2015, Delphi had the following assets measured at fair value on a recurring basis:
 
Total
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
 
 
 
 
 
 
 
 
(in millions)
As of June 30, 2016
 
Foreign currency derivatives
$
6

 
$

 
$
6

 
$

Total
$
6

 
$

 
$
6

 
$

As of December 31, 2015:
 
 
 
 
 
 
 
Foreign currency derivatives
$

 
$

 
$

 
$

Total
$

 
$

 
$

 
$


As of June 30, 2016 and December 31, 2015, Delphi had the following liabilities measured at fair value on a recurring basis:
 
Total
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
 
 
 
 
 
 
 
 
(in millions)
As of June 30, 2016
 
Commodity derivatives
$
21

 
$

 
$
21

 
$

Foreign currency derivatives
56

 

 
56

 

Contingent consideration
33

 

 

 
33

Total
$
110

 
$

 
$
77

 
$
33

As of December 31, 2015:
 
 
 
 
 
 
 
Commodity derivatives
$
51

 
$

 
$
51

 
$

Foreign currency derivatives
78

 

 
78

 

Contingent consideration
32

 

 

 
32

Total
$
161

 
$

 
$
129

 
$
32


The changes in the contingent consideration liability classified as a Level 3 measurement for the six months ended June 30, 2016 were as follows:
 
Contingent Consideration Liability
 
 
 
(in millions)
Fair value at beginning of period
$
32

Additions

Payments

Interest accretion
1

Fair value at end of period
$
33


Non-derivative financial instruments—Delphi’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangements, capital leases and other debt issued by Delphi’s non-U.S. subsidiaries, the Revolving Credit Facility, the Tranche A Term Loan and all series of outstanding senior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of June 30, 2016 and December 31, 2015, total debt was recorded at $4,066 million and $4,008 million, respectively, and had estimated fair values of $4,256 million and $4,025 million, respectively. For all other financial instruments recorded at June 30, 2016 and December 31, 2015, fair value approximates book value.
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Delphi also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, assets held for sale, equity and cost method investments, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. During the three and six months ended June 30, 2016, Delphi recorded non-cash asset impairment charges totaling $22 million within cost of sales related to declines in the fair values of certain fixed assets, $19 million of which related to the initiation of a plant closure of a European manufacturing site within the Powertrain Systems segment in the second quarter of 2016, as further described in Note 7. Restructuring. During the three and six months ended June 30, 2015, Delphi recorded non-cash asset impairment charges of $4 million and $6 million, respectively, in cost of sales related to declines in the fair values of certain fixed assets. Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals. Delphi has determined that the fair value measurements of long-lived assets fall in Level 3 of the fair value hierarchy.
Additionally, as further described in Note 21. Discontinued Operations, an after-tax impairment loss of approximately $88 million was recorded in income from discontinued operations in the six months ended June 30, 2015 based on the evaluation and estimate of the fair value of the Company's interest in KDAC of approximately $32 million, which was determined primarily based on negotiations with a third party and on a non-binding offer from that potential buyer at the time, in relation to the carrying value of this interest. Subsequently, in September 2015 the Company closed the sale of this interest for net cash proceeds of $70 million. As a result, the Company recorded a net loss of $41 million on the KDAC divestiture within income from discontinued operations in 2015, which includes the $88 million impairment loss recorded in the six months ended June 2015.
Other Income, Net
Other Income, Net
OTHER INCOME, NET
Other (expense) income, net included:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Interest income
$

 
$
1

 
$
1

 
$
2

Loss on extinguishment of debt

 

 

 
(52
)
Costs associated with acquisitions

 
(1
)
 

 
(1
)
Other, net
(2
)
 
(2
)
 
1

 
(5
)
Other (expense) income, net
$
(2
)
 
$
(2
)
 
$
2

 
$
(56
)

As further discussed in Note 8. Debt, during the six months ended June 30, 2015, Delphi redeemed for cash the entire aggregate principal amount outstanding of the 6.125% Senior Notes, resulting in a loss on debt extinguishment of approximately $52 million.
Acquisitions And Divestitures
Acquisitions and Divestitures
ACQUISITIONS AND DIVESTITURES
Acquisition of PureDepth, Inc.
On March 23, 2016, Delphi acquired 100% of the equity interests of PureDepth, Inc. ("PureDepth"), a leading provider of 3D display technology, for approximately $15 million. The results of operations of PureDepth are reported within the Electronics and Safety segment from the date of acquisition. The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the first quarter of 2016. The preliminary purchase price and related allocation to the acquired net assets of PureDepth based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
15

 
 
Intangible assets
$
10

Goodwill resulting from purchase
5

Total purchase price allocation
$
15


Intangible assets include amounts recognized for the fair value of in-process research and development, which will not be amortized, but tested for impairment until the completion or abandonment of the associated research and development efforts. The fair value of these assets was based on third-party valuations and management's estimates, generally utilizing income and market approaches.
The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding revisions of provisional estimates of fair values, including, but not limited to, the completion of independent valuations related to intangible assets.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Acquisition of HellermannTyton Group PLC
On December 18, 2015, pursuant to the terms of a recommended offer made on July 30, 2015, Delphi completed the acquisition of 100% of the issued ordinary share capital of HellermannTyton Group PLC ("HellermannTyton"), a public limited company based in the United Kingdom, and a leading global manufacturer of high-performance and innovative cable management solutions. Delphi paid 480 pence per HellermannTyton share, totaling approximately $1.5 billion in aggregate, net of cash acquired. Approximately $242 million of HellermannTyton outstanding debt to third-party creditors was assumed and subsequently paid off.
HellermannTyton had 2014 sales of approximately £600 million (approximately 6% of which were to Delphi and will be eliminated on a consolidated basis). Upon completing the acquisition, Delphi incurred transaction related expenses totaling approximately $23 million, which were recorded within other income (expense), net in the statement of operations in the fourth quarter of 2015.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2015. As a result of additional information obtained, changes to the preliminary fair values of certain property, plant and equipment, definite-lived intangible assets and other assets purchased and liabilities assumed, including contingent tax liabilities, from the amounts disclosed as of December 31, 2015 were recorded during the six months ended June 30, 2016, resulting in a net adjustment to goodwill of $8 million. These adjustments did not result in significant effects to the consolidated statement of operations for the six months ended June 30, 2016. The preliminary purchase price and related allocation to the acquired net assets of HellermannTyton based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration, net of cash acquired
$
1,534

Debt and pension liabilities assumed
258

Total consideration, net of cash acquired
$
1,792

 
 
Property, plant and equipment
$
328

Indefinite-lived intangible assets
128

Definite-lived intangible assets
557

Other liabilities, net
(85
)
Identifiable net assets acquired
928

Goodwill resulting from purchase
864

Total purchase price allocation
$
1,792


Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of HellermannTyton, and is not deductible for tax purposes. Intangible assets primarily include $128 million recognized for the fair value of the acquired trade name, which has an indefinite useful life, $454 million of customer-based assets with approximate useful lives of 13 years and $103 million of technology-related assets with approximate useful lives of 13 years. The valuation of the intangible assets acquired was based on third-party valuations, management's estimates, available information and reasonable and supportable assumptions. The fair value of the acquired trade name and the technology-related assets was generally estimated utilizing the relief from royalty method under the income approach, and the fair value of customer-based assets was generally estimated utilizing the multi-period excess earnings method.
The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to property, plant and equipment and intangible assets, and certain tax attributes.
The results of operations of HellermannTyton are reported within the Electrical/Electronic Architecture segment from the date of acquisition. The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Acquisition financing
Delphi financed the cash payment required to close the acquisition of HellermannTyton primarily with the net proceeds received from the offering of $1.3 billion of 2015 Senior Notes, as further described in Note 8. Debt, with the remainder of the purchase price funded with cash on hand that was received from the sale of the Company's Thermal Systems business, as further described below. Prior to the transaction closing, in connection with the offer to acquire HellermannTyton in July 2015, £540 million ($844 million using July 30, 2015 foreign currency rates) was placed on deposit for purposes of satisfying a portion of the consideration required to effect the acquisition.
Acquisition of Control-Tec LLC
On November 30, 2015, Delphi acquired 100% of the equity interests of Control-Tec LLC ("Control-Tec"), a leading provider of telematics and cloud-hosted data analytics solutions, for a purchase price of $104 million at closing and an additional cash payment of up to $40 million contingent upon the achievement of certain financial performance metrics over a future 3-year period. The range of the undiscounted amounts the Company could be required to pay under this arrangement is between $0 and $40 million. As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $20 million. Refer to Note 15. Fair Value of Financial Instruments for additional information regarding the measurement of the contingent consideration liability. The results of operations of Control-Tec are reported within the Electronics and Safety segment from the date of acquisition. The Company acquired Control-Tec utilizing cash on hand.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2015. The preliminary purchase price and related allocation to the acquired net assets of Control-Tec based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration, net of cash acquired
$
104

Purchase price, fair value of contingent consideration
20

Total purchase price, net of cash acquired
$
124

 
 
Intangible assets
$
66

Other assets, net
4

Identifiable net assets acquired
70

Goodwill resulting from purchase
54

Total purchase price allocation
$
124


Intangible assets primarily include amounts recognized for the fair value of the acquired trade name as well as customer-based and technology-related assets, and will be amortized over their estimated useful lives of approximately 10 years. The fair value of these assets was based on third-party valuations and management's estimates, generally utilizing income and market approaches.
The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to property, plant and equipment and intangible assets, and certain tax attributes.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Acquisition of Ottomatika, Inc.
On July 23, 2015, Delphi acquired 100% of the equity interests of Ottomatika, Inc. ("Ottomatika"), an automated vehicle software developer, for total consideration of $32 million. The Company paid $16 million at closing utilizing cash on hand, with additional cash payments totaling $11 million deferred over a period of 3 years and additional contingent consideration of up to $5 million due upon the achievement of certain product development milestones over a 3-year period. The range of the undiscounted amounts the Company could be required to pay is between $0 and $5 million. As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $5 million. The results of operations of Ottomatika are reported within the Electronics and Safety segment from the date of acquisition. Delphi previously held a convertible debt investment in Ottomatika, and as a result of this transaction recognized a gain on its previously held investment of $2 million within other income (expense), net in the consolidated statement of operations during the third quarter of 2015.
The acquisition was accounted for as a business combination. The purchase price and related allocation to the acquired net assets of Ottomatika based on their estimated acquisition date fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
16

Purchase price, deferred consideration
11

Purchase price, fair value of contingent consideration
5

Fair value of previously held investment
4

Total purchase price
$
36

 
 
Indefinite-lived intangible assets
$
24

Definite-lived intangible assets
1

Other liabilities, net
(8
)
Identifiable net assets acquired
17

Goodwill resulting from purchase
19

Total purchase price allocation
$
36


Intangible assets include amounts recognized for the fair value of in-process research and development, which will not be amortized, but tested for impairment until the completion or abandonment of the associated research and development efforts, and non-competition agreements, which will be amortized over their useful lives of approximately 4 years. The fair value of these assets was generally estimated utilizing income and market approaches.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Exit of Argentina Businesses
On December 10, 2015, Delphi completed the exit of its Electronics business located in Argentina, which was previously reported within the Electronics and Safety segment. The net sales of this business in 2015 prior to the divestiture were approximately $34 million. Delphi recognized a pre-tax loss on the divestiture of this business of $33 million within cost of sales in the fourth quarter of 2015, which included a cash payment by Delphi to the buyer of $7 million.
On April 21, 2015, Delphi completed the exit of its Electrical Wiring business located in Argentina, which was previously reported within the Electrical/Electronic Architecture segment. Delphi recognized a pre-tax loss on the divestiture of this business of $14 million within cost of sales in the second quarter of 2015, which included a cash payment by Delphi to the buyer of $7 million.
The results of operations of these businesses, including the losses on divestiture, were not significant to the consolidated financial statements for any period presented, and the disposals did not meet the discontinued operations criteria.
Sale of Reception Systems Business
On July 31, 2015, Delphi completed the sale of its Reception Systems business for net cash proceeds of approximately $25 million and $39 million of buyer-assumed pension liabilities. The net sales of this business, which was previously reported within the Electronics and Safety segment, were approximately $55 million for the six months ended June 30, 2015. Delphi recognized a pre-tax gain on the divestiture of $39 million within cost of sales in the third quarter of 2015. The results of operations of this business, including the gain on divestiture, were not significant to the consolidated financial statements for any period presented, and the divestiture did not meet the discontinued operations criteria.
Sale of Thermal Systems Business
On June 30, 2015, Delphi completed the sale of the Company's wholly owned Thermal Systems business. On September 24, 2015, Delphi completed the sale of its interest in its KDAC joint venture, and on March 31, 2016, Delphi completed the sale of its interest in its SDAAC joint venture. Delphi's interests in the SDAAC and KDAC joint ventures were previously reported within the Thermal Systems segment. Accordingly, the results of the Thermal Systems business are classified as discontinued operations for all periods presented. Refer to Note 21. Discontinued Operations for further disclosure related to the Company's discontinued operations, including details of the divestiture transactions.
Other
During the second quarter of 2015, the Company's Powertrain Systems segment made a $20 million investment in Tula Technology Inc., an engine control software company, and the Electronics and Safety segment made a $3 million investment in Quanergy, a leader in 3D Light Detection and Ranging (“LIDAR”) sensing technology for automated driving. An additional $3 million investment in Quanergy was made during the first quarter of 2016. The Company's investments are accounted for under the cost method.
Share-Based Compensation
Share-Based Compensation
SHARE-BASED COMPENSATION
Long Term Incentive Plan
The Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”), allows for the grant of awards of up to 22,977,116 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance awards, and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company awarded annual long-term grants of RSUs under the PLC LTIP in each year from 2012 to 2016 in order to align management compensation with Delphi's overall business strategy. The Company has competitive and market-appropriate shareholding requirements. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs. Historical amounts disclosed within this note include amounts attributable to the Company's discontinued operations, unless otherwise noted.
Board of Director Awards
On April 23, 2015, Delphi granted 20,347 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 23, 2015. The RSUs vested on April 27, 2016, and 24,542 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $2 million. 1,843 ordinary shares were withheld to cover the minimum U.K. withholding taxes.
On April 28, 2016, Delphi granted 27,238 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 28, 2016. The RSUs will vest on April 26, 2017, the day before the 2017 annual meeting of shareholders.
Executive Awards
Delphi has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 25% of the awards for Delphi’s officers and 50% for Delphi’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the awards for Delphi’s officers and 50% for Delphi’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
Metric
2016 Grant
 
 
2013 - 2015 Grants
 
 
2012 Grant
Average return on net assets (1)
50%
 
 
50%
 
 
50%
Cumulative net income
25%
 
 
N/A
 
 
30%
Cumulative earnings per share (2)
N/A
 
 
30%
 
 
N/A
Relative total shareholder return (3)
25%
 
 
20%
 
 
20%
(1)
Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
(2)
Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for the respective three-year performance period.
(3)
Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
The details of the executive grants were as follows:
Grant Date
 
RSUs Granted
 
Grant Date Fair Value
 
Time-Based Award Vesting Dates
 
Performance-Based Award Vesting Date
 
 
(in millions)
 
 
 
 
February 2012
 
1.88

 
$
59

 
Annually on anniversary of grant date, 2013 - 2015
 
December 31, 2014
February 2013
 
1.45

 
60

 
Annually on anniversary of grant date, 2014 - 2016
 
December 31, 2015
February 2014
 
0.78

 
53

 
Annually on anniversary of grant date, 2015 - 2017
 
December 31, 2016
February 2015
 
0.90

 
76

 
Annually on anniversary of grant date, 2016 - 2018
 
December 31, 2017
February 2016
 
0.71

 
48

 
Annually on anniversary of grant date, 2017 - 2019
 
December 31, 2018

Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any off cycle grants made for new hires are valued at their grant date fair value based on the closing price of the Company's ordinary shares on the date of such grant.
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards.
In February 2015, under the time-based vesting terms of the 2012, 2013 and 2014 grants, 535,345 ordinary shares were issued to Delphi executives at a fair value of $42 million, of which 199,211 ordinary shares were withheld to cover minimum withholding taxes. The performance-based RSUs associated with the 2012 grant vested at the completion of a three-year performance period on December 31, 2014, and in the first quarter of 2015, 1,364,966 ordinary shares were issued to Delphi executives at a fair value of $107 million, of which 545,192 ordinary shares were withheld to cover minimum withholding taxes.
In February 2016, under the time-based vesting terms of the 2013, 2014 and 2015 grants, 395,744 ordinary shares were issued to Delphi executives at a fair value of approximately $24 million, of which 146,726 ordinary shares were withheld to cover minimum withholding taxes. The performance-based RSUs associated with the 2013 grant vested at the completion of a three-year performance period on December 31, 2015, and in the first quarter of 2016, 1,265,339 ordinary shares were issued to Delphi executives at a fair value of approximately $77 million, of which 512,371 ordinary shares were withheld to cover minimum withholding taxes.
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
 
RSUs
 
Weighted Average Grant
Date Fair Value
 
(in thousands)
 
 
Nonvested, January 1, 2016
1,980

 
$
74.66

Granted
865

 
67.83

Vested
(452
)
 
57.96

Forfeited
(131
)
 
75.17

Nonvested, June 30, 2016
2,262

 
75.35


Delphi recognized compensation expense of $10 million ($8 million, net of tax) and $21 million ($16 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended June 30, 2016 and 2015, respectively. Delphi recognized compensation expense of $27 million ($21 million, net of tax) and $35 million ($27 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the six months ended June 30, 2016 and 2015, respectively. Delphi will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of June 30, 2016, unrecognized compensation expense on a pre-tax basis of approximately $112 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the six months ended June 30, 2016 and 2015, respectively, approximately $40 million and $58 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the minimum statutory tax withholding for vested RSUs.
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements
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

Segment Reporting
Segment Reporting
SEGMENT REPORTING
Delphi operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
Electrical/Electronic Architecture, which includes complete electrical architecture and component products.
Powertrain Systems, which includes extensive systems integration expertise in gasoline, diesel and fuel handling and full end-to-end systems including fuel and air injection, combustion, electronics controls, exhaust handling, test and validation capabilities, aftermarket, and original equipment service.
Electronics and Safety, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays, mechatronics, passive and active safety electronics and electric and hybrid electric vehicle power electronics, as well as advanced development of software.
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for which Delphi’s chief operating decision maker regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments.
Generally, Delphi evaluates segment performance based on stand-alone segment net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Delphi’s management utilizes Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of Delphi's operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Delphi, which is the most directly comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies.
As described in Note 21. Discontinued Operations, the Company's previously reported Thermal Systems segment has been classified as discontinued operations for all periods presented. Discontinued operations also includes the Company's thermal original equipment service business, the results of which were previously reported within the Powertrain Systems segment. Certain operations, primarily related to contract manufacturing services, which were previously included within the Thermal Systems reporting segment but which were not included in the scope of the divestiture, are reported in continuing operations within the Electronics and Safety segment for all periods presented. No amounts for shared general and administrative operating expense or interest expense were allocated to discontinued operations.
Included below are sales and operating data for Delphi’s segments for the three and six months ended June 30, 2016 and 2015.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Net sales
$
2,352

 
$
1,118

 
$
777

 
$
(41
)
 
$
4,206

Depreciation & amortization
$
100

 
$
67

 
$
23

 
$

 
$
190

Adjusted operating income
$
343

 
$
138

 
$
96

 
$

 
$
577

Operating income (loss)
$
321

 
$
(12
)
 
$
82

 
$

 
$
391

Equity income
$
7

 
$

 
$

 
$

 
$
7

Net income attributable to noncontrolling interest
$
6

 
$
7

 
$

 
$

 
$
13

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Net sales
$
2,044

 
$
1,143

 
$
713

 
$
(42
)
 
$
3,858

Depreciation & amortization
$
69

 
$
45

 
$
21

 
$

 
$
135

Adjusted operating income
$
292

 
$
146

 
$
88

 
$

 
$
526

Operating income
$
267

 
$
135

 
$
79

 
$

 
$
481

Equity income (loss)
$
1

 
$
(1
)
 
$

 
$

 
$

Net income attributable to noncontrolling interest
$
9

 
$
10

 
$

 
$

 
$
19

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Net sales
$
4,629

 
$
2,212

 
$
1,497

 
$
(81
)
 
$
8,257

Depreciation & amortization
$
195

 
$
111

 
$
46

 
$

 
$
352

Adjusted operating income
$
648

 
$
268

 
$
170

 
$

 
$
1,086

Operating income
$
581

 
$
105

 
$
146

 
$

 
$
832

Equity income
$
13

 
$

 
$

 
$

 
$
13

Net income attributable to noncontrolling interest
$
13

 
$
15

 
$

 
$

 
$
28

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Net sales
$
4,122

 
$
2,224

 
$
1,395

 
$
(86
)
 
$
7,655

Depreciation & amortization
$
135

 
$
89

 
$
39

 
$

 
$
263

Adjusted operating income
$
556

 
$
275

 
$
167

 
$

 
$
998

Operating income
$
520

 
$
256

 
$
151

 
$

 
$
927

Equity income
$
5

 
$

 
$

 
$

 
$
5

Net income attributable to noncontrolling interest
$
17

 
$
18

 
$

 
$

 
$
35

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
The reconciliation of Adjusted Operating Income to Operating Income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures. The reconciliations of Adjusted Operating Income to net income attributable to Delphi for the three and six months ended June 30, 2016 and 2015 are as follows:
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
343

 
$
138

 
$
96

 
$

 
$
577

Restructuring
(17
)
 
(126
)
 
(11
)
 

 
(154
)
Other acquisition and portfolio project costs
(5
)
 
(2
)
 
(3
)
 

 
(10
)
Asset impairments

 
(22
)
 

 

 
(22
)
Operating income (loss)
$
321

 
$
(12
)
 
$
82

 
$

 
391

Interest expense
 
 
 
 
 
 
 
 
(41
)
Other income (expense), net
 
 
 
 
 
 
 
 
(2
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
348

Income tax expense
 
 
 
 
 
 
 
 
(84
)
Equity income, net of tax
 
 
 
 
 
 
 
 
7

Income from continuing operations
 
 
 
 
 
 
 
 
271

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 

Net income
 
 
 
 
 
 
 
 
271

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
13

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
258

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
292

 
$
146

 
$
88

 
$

 
$
526

Restructuring
(5
)
 
(8
)
 
(4
)
 

 
(17
)
Other acquisition and portfolio project costs
(5
)
 
(3
)
 
(2
)
 

 
(10
)
Asset impairments
(1
)
 

 
(3
)
 

 
(4
)
Gain (loss) on business divestitures, net
(14
)
 

 

 

 
(14
)
Operating income
$
267

 
$
135

 
$
79

 
$

 
481

Interest expense
 
 
 
 
 
 
 
 
(30
)
Other income (expense), net
 
 
 
 
 
 
 
 
(2
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
449

Income tax expense
 
 
 
 
 
 
 
 
(80
)
Equity income, net of tax
 
 
 
 
 
 
 
 

Income from continuing operations
 
 
 
 
 
 
 
 
369

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
298

Net income
 
 
 
 
 
 
 
 
667

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
22

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
645


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
648

 
$
268

 
$
170

 
$

 
$
1,086

Restructuring
(35
)
 
(135
)
 
(19
)
 

 
(189
)
Other acquisition and portfolio project costs
(32
)
 
(6
)
 
(5
)
 

 
(43
)
Asset impairments

 
(22
)
 

 

 
(22
)
Operating income
$
581

 
$
105

 
$
146

 
$

 
832

Interest expense
 
 
 
 
 
 
 
 
(82
)
Other income (expense), net
 
 
 
 
 
 
 
 
2

Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
752

Income tax expense
 
 
 
 
 
 
 
 
(159
)
Equity income, net of tax
 
 
 
 
 
 
 
 
13

Income from continuing operations
 
 
 
 
 
 
 
 
606

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
108

Net income
 
 
 
 
 
 
 
 
714

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
31

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
683


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
556

 
$
275

 
$
167

 
$

 
$
998

Restructuring
(9
)
 
(14
)
 
(10
)
 

 
(33
)
Other acquisition and portfolio project costs
(10
)
 
(5
)
 
(3
)
 

 
(18
)
Asset impairments
(3
)
 

 
(3
)
 

 
(6
)
Gain (loss) on business divestitures, net
(14
)
 

 

 

 
(14
)
Operating income
$
520

 
$
256

 
$
151

 
$

 
927

Interest expense
 
 
 
 
 
 
 
 
(62
)
Other income (expense), net
 
 
 
 
 
 
 
 
(56
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
809

Income tax expense
 
 
 
 
 
 
 
 
(141
)
Equity income, net of tax
 
 
 
 
 
 
 
 
5

Income from continuing operations
 
 
 
 
 
 
 
 
673

Loss from discontinued operations, net of tax
 
 
 
 
 
 
 
 
223

Net income
 
 
 
 
 
 
 
 
896

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
42

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
854

Discontinued Operations
Discontinued Operations
DISCONTINUED OPERATIONS
During the first quarter of 2015, the Company determined that its previously reported Thermal Systems segment met the criteria to be classified as a discontinued operation as a result of entering into a definitive agreement for the sale of substantially all of the assets and liabilities of the Company's wholly owned Thermal Systems business and a commitment to a plan to dispose of the Company's interests in two joint ventures which were previously reported within the Thermal Systems segment.
On June 30, 2015 the Company closed the sale of its wholly owned Thermal Systems business to MAHLE GmbH ("MAHLE"). The Company received cash proceeds of approximately $670 million and recognized a gain on the divestiture within income from discontinued operations of $271 million (approximately $0.95 per diluted share), net of tax expense of $52 million, transaction costs of $10 million and $18 million of pre-tax post-closing adjustments recorded in the fourth quarter of 2015 primarily related to settlement of working capital items and contingent liabilities. Additional post-closing adjustments of $3 million, primarily related to the settlement of contingent liabilities, were recorded as a reduction to the gain on the divestiture during the six months ended June 30, 2016. In conjunction with the sale, Delphi and MAHLE also entered into a transition services agreement under which Delphi is providing certain administrative and other services, as well as a supply agreement under which Delphi is supplying certain products, primarily for a period of up to eighteen months following the closing of the transaction. Delphi recorded $2 million and $5 million to other income (expense), net during the three and six months ended June 30, 2016, respectively, for certain fees earned pursuant to the transition services agreement.
On September 24, 2015 the Company closed the sale of its 50 percent interest in its Korea Delphi Automotive Systems Corporation ("KDAC") joint venture, which was accounted for under the equity method and was principally reported as part of the Thermal Systems segment, to the joint venture partner. The Company received cash proceeds of $70 million and recognized a gain on the divestiture of $47 million, net of tax expense, within income from discontinued operations during the three months ended September 30, 2015. For the year ended December 31, 2015, the Company recorded a net loss of $41 million on the KDAC divestiture within income from discontinued operations, which includes the $88 million impairment loss that was recorded in the first quarter of 2015, as further described below.
On March 31, 2016, the Company closed the sale of its 50 percent interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture to one of the Company's joint venture partners, Shanghai Aerospace Automobile Electromechanical Co., Ltd ("SAAE"). The Company received cash proceeds of $62 million, net of tax, transaction costs and $29 million of cash divested, and recognized a gain on the divestiture of $104 million (approximately $0.38 per diluted share), net of tax expense of $10 million and transaction costs, within income from discontinued operations during the six months ended June 30, 2016. The financial results of SDAAC, which were consolidated by Delphi, were historically reported as part of the Thermal Systems segment.
As the divestiture of the Thermal Systems segment, including the Company's interests in SDAAC and KDAC and the thermal original equipment service business, represents a strategic shift that will have a major effect on the Company's operations and financial results, the assets and liabilities, operating results, and operating and investing cash flows for the former Thermal Systems segment are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. Discontinued operations also includes the Company's thermal original equipment service business, which was included in the sale of the wholly owned Thermal Systems business, the results of which were previously reported within the Powertrain Systems segment. Certain operations, primarily related to contract manufacturing services, which were previously included within the Thermal Systems reporting segment, were excluded from the scope of the divestiture, and are reported in continuing operations within the Electronics and Safety segment for all periods presented. No amounts for shared general and administrative operating expense or interest expense were allocated to discontinued operations. Delphi has not had significant continuing involvement with the divested Thermal Systems business following the closing of the transactions.
In the first quarter of 2015, the Company determined that the assets and liabilities of the Thermal Systems segment met the held for sale criteria in accordance with FASB ASC 205, Presentation of Financial Statements. Accordingly, the held for sale Thermal Systems assets and liabilities were reclassified in the consolidated balance sheet to assets held for sale or liabilities held for sale, respectively, as the sale of such assets and liabilities was expected within one year. The Company ceased recording depreciation of the held for sale Thermal Systems assets in the first quarter of 2015. As described above, Delphi completed the divestitures of the wholly owned Thermal Systems business on June 30, 2015, of its 50 percent interest in KDAC on September 24, 2015 and of its 50 percent interest in SDAAC on March 31, 2016. As a result of the completion of the divestitures, there are no assets or liabilities held for sale as of June 30, 2016. The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations as of December 31, 2015:
 
 
December 31,
2015
 
 
 
 
 
(in millions)
Cash and cash equivalents
 
$
44

Accounts receivable, net
 
79

Inventories, net
 
17

Property, net
 
74

Investments in affiliates
 

Intangible assets, net
 
1

Other assets
 
8

Total assets of the discontinued operations classified as held for sale
 
$
223

 
 
 
Accounts payable
 
$
97

Accrued liabilities
 
27

Other liabilities
 
6

Total liabilities of the discontinued operations classified as held for sale
 
$
130


As of December 31, 2015, there was $109 million of Noncontrolling interest attributable to the Company's partner in the SDAAC joint venture.
Assets and liabilities classified as held for sale were required to be recorded at the lower of carrying value or fair value less costs to sell. Accordingly, an after-tax impairment loss of $88 million (approximately $0.30 per diluted share) was recorded in income from discontinued operations in the first quarter of 2015 based on the evaluation of the fair value of the Company's interest in KDAC as of March 31, 2015 in relation to its carrying value. As of March 31, 2015, the fair value of this interest was estimated to be approximately $32 million, which was determined primarily based on negotiations with a third party and on a non-binding offer from that potential buyer at the time. As described above, the Company subsequently completed the sale of its interest in KDAC for net cash proceeds of $70 million during the third quarter of 2015.
A reconciliation of the major classes of line items constituting pre-tax profit or loss of discontinued operations to income from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Net sales
$

 
$
382

 
$
78

 
$
755

Cost of sales

 
345

 
67

 
688

Selling, general and administrative

 
11

 
4

 
22

Amortization

 

 

 
1

Restructuring

 
1

 

 
2

Income from discontinued operations before income taxes and equity income

 
25

 
7

 
42

Income tax expense on discontinued operations

 
(12
)
 

 
(16
)
Gain on divestiture of discontinued operations, net of tax

 
285

 
104

 
285

Adjustment to prior period gain on divestiture, net of tax

 

 
(3
)
 

Impairment loss

 

 

 
(88
)
Income from discontinued operations, net of tax

 
298

 
108

 
223

Income from discontinued operations attributable to noncontrolling interests

 
3

 
3

 
7

Net income from discontinued operations attributable to Delphi
$

 
$
295

 
$
105

 
$
216


Income from discontinued operations before income taxes attributable to Delphi was $0 million and $307 million for the three months ended June 30, 2016 and 2015, respectively. Income from discontinued operations before income taxes attributable to Delphi was $115 million and $231 million for the six months ended June 30, 2016 and 2015, respectively, which includes $0 million and $1 million, respectively, of income tax expense attributable to noncontrolling interests.
Significant Accounting Policies (Policies)
Consolidation—The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates over which Delphi exercises significant influence (generally a 20% to 50% ownership interest) is included in the consolidated operating results using the equity method of accounting. When Delphi does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates are accounted for using the cost method. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value.
During the three and six months ended June 30, 2016, Delphi received a dividend of $4 million from one of its equity method investments. During the three and six months ended June 30, 2015, Delphi received a dividend of $8 million from one of its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Investments in affiliates accounted for under the cost method totaled $26 million and $23 million as of June 30, 2016 and December 31, 2015, respectively, and are classified within other long-term assets in the consolidated balance sheet.
Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, contingent consideration arrangements, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Net income per share—Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. See Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.
Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of diluted net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.
Accounts receivable—Delphi enters into agreements to sell certain of its accounts receivable, primarily in North America and Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within interest expense.
Assets and liabilities held for sale—The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.
Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheet. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts.
Refer to Note 21. Discontinued Operations for further information regarding the Company's assets and liabilities held for sale.
Intangible assets—Intangible assets were $1,345 million and $1,383 million as of June 30, 2016 and December 31, 2015, respectively. Delphi amortizes definite-lived intangible assets over their estimated useful lives. Delphi has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Indefinite-lived in-process research and development intangible assets are not amortized, but are tested for impairment annually, or more frequently when indicators of potential impairment exist, until the completion or abandonment of the associated research and development efforts. The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. These indefinite-lived trade name assets are tested for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $34 million and $67 million for the three and six months ended June 30, 2016 and $23 million and $47 million for the three and six months ended June 30, 2015, respectively.
Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by first comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying value. There were no indicators of potential goodwill impairment during the six months ended June 30, 2016. Goodwill was $1,571 million and $1,539 million as of June 30, 2016 and December 31, 2015, respectively.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations for additional information.
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Delphi has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of June 30, 2016. The Company estimates the reasonably possible amount to ultimately resolve all matters in excess of the recorded reserves as of June 30, 2016 to be zero to $40 million.
Discontinued operations—The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components of the Company represents a strategic shift that will have a major effect on the Company's operations and financial results. During the year ended December 31, 2015, Delphi completed the divestitures of the Company's wholly owned Thermal Systems business and the Company's interest in its KDAC joint venture. During the six months ended June 30, 2016, Delphi completed the divestiture of its interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Delphi's interests in the KDAC and SDAAC joint ventures were previously reported within the Thermal Systems segment. Accordingly, the assets and liabilities, operating results and operating and investing cash flows for the previously reported Thermal Systems segment are presented as discontinued operations separate from the Company’s continuing operations and segment results for all periods presented in these consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations.
Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. Refer to Note 11. Income Taxes for additional information.
Restructuring—Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring for additional information.
Customer concentrations—As reflected in the table below, combined net sales from continuing operations to General Motors Company ("GM") and Volkswagen Group ("VW"), Delphi's two largest customers, totaled approximately 23% and 22% of our total net sales for the three and six months ended June 30, 2016, respectively, and 22% and 22% for the three and six months ended June 30, 2015, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
June 30,
2016
 
December 31,
2015
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
14
%
 
14
%
 
14
%
 
14
%
 
 
$
374

 
$
289

VW
9
%
 
8
%
 
8
%
 
8
%
 
 
198

 
186


Recently adopted accounting pronouncements—In April 2015, the FASB issued Accounting Standards Update ("ASU") ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This guidance requires that debt issuance costs be presented as a direct reduction to the carrying amount of the related debt in the balance sheet rather than as a deferred charge, consistent with the presentation of discounts on debt. ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs associated with Line-of-Credit Arrangements, was issued in August 2015 to clarify that the U.S. Securities and Exchange Commission ("SEC") staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and has classified $26 million and $28 million as of June 30, 2016 and December 31, 2015, respectively, of deferred debt issuance costs associated with term debt within long-term debt in the consolidated balance sheet. Deferred issuance costs associated with the Company’s Revolving Credit Facility of $9 million and $12 million as of June 30, 2016 and December 31, 2015, respectively, remain classified within other long-term assets. Refer to Note 8. Debt for further information.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the effect on earnings of changes in depreciation, amortization, or other income effects, if any. The guidance is effective for interim and annual periods beginning after December 15, 2015, and is to be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not yet been made available for issuance. Delphi adopted this guidance effective January 1, 2016, and has applied it to adjustments to provisional amounts resulting from business combinations for which the accounting was incomplete as of December 31, 2015. The adoption of this guidance did not have a significant impact on Delphi's financial statements. Refer to Note 17. Acquisitions and Divestitures for further information.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This guidance requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The guidance is effective for interim and annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As permitted, the Company elected to early adopt this guidance effective December 31, 2015, and applied the guidance prospectively. The adoption of this guidance did not have a significant impact on Delphi's financial statements, other than the classification of deferred tax liabilities and assets as long-term in accordance with the new presentation requirements.
Recently issued accounting pronouncements not yet adopted—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The FASB has subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance. The guidance is currently effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. The Company has not yet selected a transition method and continues to evaluate the effect of the standard on our ongoing financial reporting.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This guidance requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The guidance is effective for interim and annual periods beginning after December 15, 2016, and is to be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance makes targeted improvements to existing U.S. GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee's obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements, and anticipates the new guidance will significantly impact its consolidated financial statements as the Company has a significant number of leases.
In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships and ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. ASU 2016-06 also clarifies the steps required to determine bifurcation of an embedded derivative. The new guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance contains multiple updates related to the accounting and financial statement presentation of share-based payment transactions. Under the new guidance, excess tax benefits will be recognized as income tax expense in the period in which the awards vest, as opposed to being recognized in additional paid-in capital when the deduction reduces taxes payable. Excess tax benefits will be classified as an operating activity within the statement of cash flows, as opposed to a financing activity. The new guidance also clarifies that cash paid by an employer when withholding shares for tax withholding purposes should be classified as a financing activity, and also permits an accounting policy election for accruing compensation cost to either estimate the number of awards that are expected to vest, similar to current U.S. GAAP, or account for forfeitures when they occur. The new guidance is effective for fiscal years beginning after December 15, 2016. The method of transition is dependent on the particular provision within the new guidance. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs.
Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) prior to September 30, 2008 and were still U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members.
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 accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for which Delphi’s chief operating decision maker regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments.
Generally, Delphi evaluates segment performance based on stand-alone segment net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Delphi’s management utilizes Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of Delphi's operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Delphi, which is the most directly comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies.
Significant Accounting Policies (Tables)
Schedule of Revenue by Major Customers by Reporting Segments
Customer concentrations—As reflected in the table below, combined net sales from continuing operations to General Motors Company ("GM") and Volkswagen Group ("VW"), Delphi's two largest customers, totaled approximately 23% and 22% of our total net sales for the three and six months ended June 30, 2016, respectively, and 22% and 22% for the three and six months ended June 30, 2015, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
June 30,
2016
 
December 31,
2015
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
14
%
 
14
%
 
14
%
 
14
%
 
 
$
374

 
$
289

VW
9
%
 
8
%
 
8
%
 
8
%
 
 
198

 
186


Inventories (Tables)
Schedule of Inventory, Current
A summary of inventories is shown below:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Productive material
$
692

 
$
634

Work-in-process
110

 
98

Finished goods
516

 
449

Total
$
1,318

 
$
1,181

Assets (Tables)
Other current assets consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Value added tax receivable
$
182

 
$
198

Prepaid insurance and other expenses
60

 
78

Reimbursable engineering costs
67

 
55

Notes receivable
27

 
25

Income and other taxes receivable
46

 
44

Deposits to vendors
8

 
8

Derivative financial instruments (Note 14)
4

 

Other
1

 
23

Total
$
395

 
$
431

Other long-term assets consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Deferred income taxes, net
$
227

 
$
238

Unamortized Revolving Credit Facility debt issuance costs (Note 8)
9

 
12

Income and other taxes receivable
75

 
54

Reimbursable engineering costs
29

 
43

Value added tax receivable
31

 
24

Cost method investments
26

 
23

Derivative financial instruments (Note 14)
2

 

Other
65

 
65

Total
$
464

 
$
459

Liabilities (Tables)
Accrued liabilities consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Payroll-related obligations
$
247

 
$
221

Employee benefits, including current pension obligations
51

 
90

Income and other taxes payable
227

 
222

Warranty obligations (Note 6)
57

 
69

Restructuring (Note 7)
191

 
85

Customer deposits
30

 
36

Derivative financial instruments (Note 14)
71

 
108

Accrued interest
48

 
39

Other
353

 
334

Total
$
1,275

 
$
1,204

Other long-term liabilities consisted of the following:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Environmental (Note 10)
$
5

 
$
3

Extended disability benefits
8

 
8

Warranty obligations (Note 6)
61

 
62

Restructuring (Note 7)
34

 
46

Payroll-related obligations
9

 
9

Accrued income taxes
43

 
31

Deferred income taxes, net
275

 
252

Derivative financial instruments (Note 14)
6

 
21

Other
71

 
71

Total
$
512

 
$
503

Warranty Obligations (Tables)
Schedule of Product Warranty Liability
The table below summarizes the activity in the product warranty liability for the six months ended June 30, 2016:
 
Warranty Obligations
 
 
 
(in millions)
Accrual balance at beginning of period
$
131

Provision for estimated warranties incurred during the period
28

Changes in estimate for pre-existing warranties
8

Settlements made during the period (in cash or in kind)
(49
)
Accrual balance at end of period
$
118

Restructuring (Tables)
The following table summarizes the restructuring charges recorded for the three and six months ended June 30, 2016 and 2015 by operating segment:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Electrical/Electronic Architecture
$
17

 
$
5

 
$
35

 
$
9

Powertrain Systems
126

 
8

 
135

 
14

Electronics and Safety
11

 
4

 
19

 
10

Total
$
154

 
$
17

 
$
189

 
$
33

The table below summarizes the activity in the restructuring liability for the six months ended June 30, 2016:
 
Employee Termination Benefits Liability
 
Other Exit Costs Liability
 
Total
 
 
 
 
 
 
 
(in millions)
Accrual balance at January 1, 2016
$
129

 
$
2

 
$
131

Provision for estimated expenses incurred during the period
184

 
5

 
189

Payments made during the period
(96
)
 

 
(96
)
Foreign currency and other
1

 

 
1

Accrual balance at June 30, 2016
$
218

 
$
7

 
$
225

Debt (Tables)
The following is a summary of debt outstanding, net of unamortized issuance costs and discounts, as of June 30, 2016 and December 31, 2015, respectively:
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
(in millions)
Accounts receivable factoring
$
36

 
$

3.15%, senior notes, due 2020 (net of $4 and $4 unamortized issuance costs and $1 and $1 discount, respectively)
645

 
645

5.00%, senior notes, due 2023 (net of $8 and $9 unamortized issuance costs, respectively)
792

 
791

4.15%, senior notes, due 2024 (net of $4 and $5 unamortized issuance costs and $2 and $2 discount, respectively)
694

 
693

1.50%, Euro-denominated senior notes, due 2025 (net of $5 and $5 unamortized issuance costs and $3 and $3 discount, respectively)
767

 
757

4.25%, senior notes, due 2026 (net of $4 and $4 unamortized issuance costs, respectively)
646

 
646

Tranche A Term Loan, due 2018 (net of $1 and $1 unamortized issuance costs, respectively)
399

 
399

Capital leases and other
87

 
77

Total debt
4,066

 
4,008

Less: current portion
(97
)
 
(52
)
Long-term debt
$
3,969

 
$
3,956

Applicable Rates under the Credit Agreement on the specified dates are set forth below:
 
June 30, 2016
 
December 31, 2015
 
LIBOR plus
 
ABR plus
 
LIBOR plus
 
ABR plus
Revolving Credit Facility
1.00
%
 
0.00
%
 
1.00
%
 
0.00
%
Tranche A Term Loan
1.00
%
 
0.00
%
 
1.00
%
 
0.00
%
As of June 30, 2016, the Issuer selected the one-month LIBOR interest rate option on the Tranche A Term Loan, and the rate effective as of June 30, 2016, as detailed in the table below, was based on the Issuer's current credit rating and the Applicable Rate for the Credit Agreement:
 
 
 
Borrowings as of
 
 
 
 
 
June 30, 2016
 
Rate effective as of
 
Applicable Rate
 
(in millions)
 
June 30, 2016
Tranche A Term Loan
LIBOR plus 1.00%
 
$
400

 
1.50
%
Pension Benefits (Tables)
The amounts shown below reflect the defined benefit pension expense for the three and six months ended June 30, 2016 and 2015, including amounts attributable to discontinued operations in the prior period:
 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
13

 
$
14

 
$

 
$

Interest cost
17

 
18

 
1

 
1

Expected return on plan assets
(18
)
 
(18
)
 

 

Settlement loss

 
3

 

 

Amortization of actuarial losses
3

 
5

 

 

Net periodic benefit cost
$
15

 
$
22

 
$
1

 
$
1

 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
25

 
$
29

 
$

 
$

Interest cost
34

 
39

 
1

 
1

Expected return on plan assets
(36
)
 
(38
)
 

 

Settlement loss

 
3

 

 

Amortization of actuarial losses
7

 
9

 

 

Net periodic benefit cost
$
30

 
$
42

 
$
1

 
$
1

The amounts shown below reflect the defined benefit pension expense for the three and six months ended June 30, 2016 and 2015, including amounts attributable to discontinued operations in the prior period:
 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
13

 
$
14

 
$

 
$

Interest cost
17

 
18

 
1

 
1

Expected return on plan assets
(18
)
 
(18
)
 

 

Settlement loss

 
3

 

 

Amortization of actuarial losses
3

 
5

 

 

Net periodic benefit cost
$
15

 
$
22

 
$
1

 
$
1

 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
25

 
$
29

 
$

 
$

Interest cost
34

 
39

 
1

 
1

Expected return on plan assets
(36
)
 
(38
)
 

 

Settlement loss

 
3

 

 

Amortization of actuarial losses
7

 
9

 

 

Net periodic benefit cost
$
30

 
$
42

 
$
1

 
$
1

Income Taxes (Tables)
The Company's income tax expense and effective tax rate from continuing operations for the three and six months ended June 30, 2016 and 2015 were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(dollars in millions)
Income tax expense
$
84

 
$
80

 
$
159

 
$
141

Effective tax rate
24
%
 
18
%
 
21
%
 
17
%
The Company’s effective tax rate from continuing operations was also impacted by the tax (benefit) expense associated with unusual or infrequent items for the respective interim periods as illustrated in the following table:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Withholding taxes
$
(4
)
 
$
(1
)
 
$
(4
)
 
$
(1
)
Other change in tax reserves (1)
(1
)
 
3

 

 
4

Other adjustments (2)
1

 
1

 
5

 
1

Income tax (benefit) expense associated with unusual or infrequent items
$
(4
)
 
$
3

 
$
1

 
$
4


(1)
For the three and six months ended June 30, 2016 and June 30, 2015, the tax (benefit) and expense, respectively, primarily relates to adjustments in tax reserves which were individually insignificant.
(2)
For the three and six months ended June 30, 2016 and June 30, 2015, the tax expense primarily relates to provision to return adjustments and other items which were individually insignificant.
Shareholders' Equity And Net Income Per Share (Tables)
The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions, except per share data)
Numerator:
 
 
 
 
 
 
 
Income from continuing operations
$
258

 
$
350

 
$
578

 
$
638

Income from discontinued operations

 
295

 
105

 
216

Net income attributable to Delphi
$
258

 
$
645

 
$
683

 
$
854

Denominator:
 
 
 
 
 
 
 
Weighted average ordinary shares outstanding, basic
272.92

 
287.77

 
274.77

 
289.33

Dilutive shares related to restricted stock units ("RSUs")
0.45

 
1.08

 
0.43

 
0.99

Weighted average ordinary shares outstanding, including dilutive shares
273.37

 
288.85

 
275.20

 
290.32

 
 
 
 
 
 
 
 
Basic net income per share:
 
 
 
 
 
 
 
Continuing operations
$
0.95

 
$
1.22

 
$
2.10

 
$
2.21

Discontinued operations

 
1.02

 
0.38

 
0.74

Basic net income per share attributable to Delphi
$
0.95

 
$
2.24

 
$
2.48

 
$
2.95

Diluted net income per share:
 
 
 
 
 
 
 
Continuing operations
$
0.94

 
$
1.21

 
$
2.10

 
$
2.20

Discontinued operations

 
1.02

 
0.38

 
0.74

Diluted net income per share attributable to Delphi
$
0.94

 
$
2.23

 
$
2.48

 
$
2.94

Anti-dilutive securities share impact

 

 

 

A summary of the ordinary shares repurchased during the three and six months ended June 30, 2016 and 2015 is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Total number of shares repurchased
894,209

 
3,649,419

 
6,492,425

 
6,882,565

Average price paid per share
$
72.69

 
$
85.72

 
$
66.95

 
$
80.30

Total (in millions)
$
65

 
$
313

 
$
435

 
$
553

The Company has declared and paid cash dividends per ordinary share during the periods presented as follows:
 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2016:
 
 
 
Second quarter
$
0.29

 
$
79

First quarter
0.29

 
80

Total
$
0.58

 
$
159

2015:
 
 
 
Fourth quarter
$
0.25

 
$
70

Third quarter
0.25

 
71

Second quarter
0.25

 
72

First quarter
0.25

 
73

Total
$
1.00

 
$
286

Changes in Accumulated Other Comprehensive Income (Tables)
The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) for the three and six months ended June 30, 2016 and 2015 are shown below. Other comprehensive income includes activity relating to discontinued operations.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Foreign currency translation adjustments:
 
 
 
 
 
 
 
Balance at beginning of period
$
(625
)
 
$
(565
)
 
$
(661
)
 
$
(333
)
Aggregate adjustment for the period (1)
(53
)
 
60

 
(17
)
 
(172
)
Balance at end of period
(678
)
 
(505
)
 
(678
)
 
(505
)
 
 
 
 
 
 
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
 
Balance at beginning of period
(83
)
 
(82
)
 
(106
)
 
(78
)
Other comprehensive income before reclassifications (net tax effect of $5, $8, $7 and $14)
1

 
(27
)
 
(5
)
 
(50
)
Reclassification to income (net tax effect of $7, $8, $16, and $13)
25

 
25

 
54

 
44

Balance at end of period
(57
)
 
(84
)
 
(57
)
 
(84
)
 
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
 
Balance at beginning of period
(261
)
 
(303
)
 
(266
)
 
(330
)
Other comprehensive income before reclassifications (net tax effect of $3, $3, $4, and $1)
14

 
(12
)
 
16

 
12

Reclassification to income (net tax effect of $1, $0, $1, and $1)
3

 
7

 
6

 
10

Balance at end of period
(244
)
 
(308
)
 
(244
)
 
(308
)
 
 
 
 
 
 
 
 
Accumulated other comprehensive loss, end of period
$
(979
)
 
$
(897
)
 
$
(979
)
 
$
(897
)
(1)
Includes gains (losses) of $17 million and $(8) million for the three and six months ended June 30, 2016, and $(19) million and $(21) million for the three and six months ended June 30, 2015, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges.
Reclassifications from accumulated other comprehensive income to income for the three and six months ended June 30, 2016 and 2015 were as follows:
Reclassification Out of Accumulated Other Comprehensive Income
Details About Accumulated Other Comprehensive Income Components
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Affected Line Item in the Statement of Operations
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
$
(11
)
 
$
(11
)
 
$
(25
)
 
$
(21
)
 
Cost of sales
Foreign currency derivatives
 
(21
)
 
(22
)
 
(45
)
 
(36
)
 
Cost of sales
 
 
(32
)
 
(33
)
 
(70
)
 
(57
)
 
Income before income taxes
 
 
7

 
8

 
16

 
13

 
Income tax expense
 
 
(25
)
 
(25
)
 
(54
)
 
(44
)
 
Net income
 
 

 

 

 

 
Net income attributable to noncontrolling interest
 
 
$
(25
)
 
$
(25
)
 
$
(54
)
 
$
(44
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
 
 
 
 
Actuarial losses
 
$
(4
)
 
$
(5
)
 
$
(7
)
 
$
(9
)
 
(1)
Settlement loss
 

 
(2
)
 

 
(2
)
 
(1)
 
 
(4
)
 
(7
)
 
(7
)
 
(11
)
 
Income before income taxes
 
 
1

 

 
1

 
1

 
Income tax expense
 
 
(3
)
 
(7
)
 
(6
)
 
(10
)
 
Net income
 
 

 

 

 

 
Net income attributable to noncontrolling interest
 
 
$
(3
)
 
$
(7
)
 
$
(6
)
 
$
(10
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(28
)
 
$
(32
)
 
$
(60
)
 
$
(54
)
 
 
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 9. Pension Benefits for additional details).
Derivatives And Hedging Activities (Tables)
As of June 30, 2016, the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:
Commodity
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in thousands)
 
(in millions)
Copper
54,580

 
pounds
 
$
115

Foreign Currency
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in millions)
Mexican Peso
9,798

 
MXN
 
$
520

Chinese Yuan Renminbi
2,059

 
RMB
 
310

Polish Zloty
318

 
PLN
 
80

New Turkish Lira
189

 
TRY
 
65

Hungarian Forint
17,281

 
HUF
 
60

The fair value of derivative financial instruments recorded in the consolidated balance sheets as of June 30, 2016 and December 31, 2015 are as follows:
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
 
Balance Sheet Location
 
June 30,
2016
 
Balance Sheet Location
 
June 30,
2016
 
June 30,
2016
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
19

 
 
Foreign currency derivatives*
Accrued liabilities
 
4

 
Accrued liabilities
 
54

 
(50
)
Commodity derivatives
Other long-term assets
 

 
Other long-term liabilities
 
1

 
 
Foreign currency derivatives*
Other long-term assets
 
2

 
Other long-term assets
 

 
2

Foreign currency derivatives*
Other long-term liabilities
 
1

 
Other long-term liabilities
 
6

 
(5
)
Derivatives designated as net investment hedges:
 
 
 
 
 
 
Foreign currency derivatives
Other current assets
 
$
4

 
Accrued liabilities
 
$

 


Total derivatives designated as hedges
 
$
11

 
 
 
$
80

 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
1

 
 
Foreign currency derivatives*
Accrued liabilities
 
2

 
Accrued liabilities
 
3

 
(1
)
Total derivatives not designated as hedges
 
$
2

 
 
 
$
4

 
 
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31,
2015
 
Balance Sheet Location
 
December 31,
2015
 
December 31,
2015
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
39

 
 
Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
69

 
$
(66
)
Commodity derivatives
Other long-term assets
 

 
Other long-term liabilities
 
10

 
 
Foreign currency derivatives*
Other long-term liabilities
 
1

 
Other long-term liabilities
 
12

 
(11
)
Total derivatives designated as hedges
 
$
4

 
 
 
$
130

 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
2

 
 
Foreign currency derivatives*
Accrued liabilities
 
2

 
Accrued liabilities
 
3

 
(1
)
Foreign currency derivatives*
Other long-term liabilities
 
1

 
Other long-term liabilities
 
1

 

Total derivatives not designated as hedges
 
$
3

 
 
 
$
6

 
 
* Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended June 30, 2016 is as follows:
Three Months Ended June 30, 2016
Gain (loss) Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
1

 
$
(11
)
 
$

Foreign currency derivatives
(14
)
 
(21
)
 

Derivatives designated as net investment hedges:
 
 
 
 
 
Foreign currency derivatives
9

 

 

Total
$
(4
)
 
$
(32
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives

Total
$

The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended June 30, 2015 is as follows:
Three Months Ended June 30, 2015
Loss Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
(11
)
 
$
(8
)
 
$

Foreign currency derivatives
(21
)
 
(18
)
 

Total
$
(32
)
 
$
(26
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$
(3
)
Foreign currency derivatives
(4
)
Total
$
(7
)
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2016 is as follows:
Six Months Ended June 30, 2016
Gain (loss) Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
4

 
$
(25
)
 
$

Foreign currency derivatives
(20
)
 
(45
)
 

Derivatives designated as net investment hedges:
 
 
 
 
 
Foreign currency derivatives
4

 

 

Total
$
(12
)
 
$
(70
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives
(2
)
Total
$
(2
)
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the six months ended June 30, 2015 is as follows:
Six Months Ended June 30, 2015
Loss Recognized in OCI (Effective Portion)
 
Loss Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Derivatives designated as cash flow hedges:
 
 
 
 
 
Commodity derivatives
$
(25
)
 
$
(18
)
 
$

Foreign currency derivatives
(39
)
 
(32
)
 

Total
$
(64
)
 
$
(50
)
 
$

 
Loss Recognized in Income
 
 
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$
(3
)
Foreign currency derivatives
(5
)
Total
$
(8
)
Fair Value Of Financial Instruments (Tables)
 
Total
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
 
 
 
 
 
 
 
 
(in millions)
As of June 30, 2016
 
Foreign currency derivatives
$
6

 
$

 
$
6

 
$

Total
$
6

 
$

 
$
6

 
$

As of December 31, 2015:
 
 
 
 
 
 
 
Foreign currency derivatives
$

 
$

 
$

 
$

Total
$

 
$

 
$

 
$

As of June 30, 2016 and December 31, 2015, Delphi had the following liabilities measured at fair value on a recurring basis:
 
Total
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
 
 
 
 
 
 
 
 
(in millions)
As of June 30, 2016
 
Commodity derivatives
$
21

 
$

 
$
21

 
$

Foreign currency derivatives
56

 

 
56

 

Contingent consideration
33

 

 

 
33

Total
$
110

 
$

 
$
77

 
$
33

As of December 31, 2015:
 
 
 
 
 
 
 
Commodity derivatives
$
51

 
$

 
$
51

 
$

Foreign currency derivatives
78

 

 
78

 

Contingent consideration
32

 

 

 
32

Total
$
161

 
$

 
$
129

 
$
32

The changes in the contingent consideration liability classified as a Level 3 measurement for the six months ended June 30, 2016 were as follows:
 
Contingent Consideration Liability
 
 
 
(in millions)
Fair value at beginning of period
$
32

Additions

Payments

Interest accretion
1

Fair value at end of period
$
33

Other Income, Net (Tables)
Interest and Other Income
Other (expense) income, net included:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Interest income
$

 
$
1

 
$
1

 
$
2

Loss on extinguishment of debt

 

 

 
(52
)
Costs associated with acquisitions

 
(1
)
 

 
(1
)
Other, net
(2
)
 
(2
)
 
1

 
(5
)
Other (expense) income, net
$
(2
)
 
$
(2
)
 
$
2

 
$
(56
)
Acquisitions And Divestitures (Tables)
The preliminary purchase price and related allocation to the acquired net assets of PureDepth based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
15

 
 
Intangible assets
$
10

Goodwill resulting from purchase
5

Total purchase price allocation
$
15

The preliminary purchase price and related allocation to the acquired net assets of HellermannTyton based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration, net of cash acquired
$
1,534

Debt and pension liabilities assumed
258

Total consideration, net of cash acquired
$
1,792

 
 
Property, plant and equipment
$
328

Indefinite-lived intangible assets
128

Definite-lived intangible assets
557

Other liabilities, net
(85
)
Identifiable net assets acquired
928

Goodwill resulting from purchase
864

Total purchase price allocation
$
1,792

The preliminary purchase price and related allocation to the acquired net assets of Control-Tec based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration, net of cash acquired
$
104

Purchase price, fair value of contingent consideration
20

Total purchase price, net of cash acquired
$
124

 
 
Intangible assets
$
66

Other assets, net
4

Identifiable net assets acquired
70

Goodwill resulting from purchase
54

Total purchase price allocation
$
124

The purchase price and related allocation to the acquired net assets of Ottomatika based on their estimated acquisition date fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
16

Purchase price, deferred consideration
11

Purchase price, fair value of contingent consideration
5

Fair value of previously held investment
4

Total purchase price
$
36

 
 
Indefinite-lived intangible assets
$
24

Definite-lived intangible assets
1

Other liabilities, net
(8
)
Identifiable net assets acquired
17

Goodwill resulting from purchase
19

Total purchase price allocation
$
36

Share-Based Compensation (Tables)
Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
Metric
2016 Grant
 
 
2013 - 2015 Grants
 
 
2012 Grant
Average return on net assets (1)
50%
 
 
50%
 
 
50%
Cumulative net income
25%
 
 
N/A
 
 
30%
Cumulative earnings per share (2)
N/A
 
 
30%
 
 
N/A
Relative total shareholder return (3)
25%
 
 
20%
 
 
20%
(1)
Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
(2)
Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for the respective three-year performance period.
(3)
Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
The details of the executive grants were as follows:
Grant Date
 
RSUs Granted
 
Grant Date Fair Value
 
Time-Based Award Vesting Dates
 
Performance-Based Award Vesting Date
 
 
(in millions)
 
 
 
 
February 2012
 
1.88

 
$
59

 
Annually on anniversary of grant date, 2013 - 2015
 
December 31, 2014
February 2013
 
1.45

 
60

 
Annually on anniversary of grant date, 2014 - 2016
 
December 31, 2015
February 2014
 
0.78

 
53

 
Annually on anniversary of grant date, 2015 - 2017
 
December 31, 2016
February 2015
 
0.90

 
76

 
Annually on anniversary of grant date, 2016 - 2018
 
December 31, 2017
February 2016
 
0.71

 
48

 
Annually on anniversary of grant date, 2017 - 2019
 
December 31, 2018
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
 
RSUs
 
Weighted Average Grant
Date Fair Value
 
(in thousands)
 
 
Nonvested, January 1, 2016
1,980

 
$
74.66

Granted
865

 
67.83

Vested
(452
)
 
57.96

Forfeited
(131
)
 
75.17

Nonvested, June 30, 2016
2,262

 
75.35

Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements (Tables)
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

Segment Reporting (Tables)
Included below are sales and operating data for Delphi’s segments for the three and six months ended June 30, 2016 and 2015.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Net sales
$
2,352

 
$
1,118

 
$
777

 
$
(41
)
 
$
4,206

Depreciation & amortization
$
100

 
$
67

 
$
23

 
$

 
$
190

Adjusted operating income
$
343

 
$
138

 
$
96

 
$

 
$
577

Operating income (loss)
$
321

 
$
(12
)
 
$
82

 
$

 
$
391

Equity income
$
7

 
$

 
$

 
$

 
$
7

Net income attributable to noncontrolling interest
$
6

 
$
7

 
$

 
$

 
$
13

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Net sales
$
2,044

 
$
1,143

 
$
713

 
$
(42
)
 
$
3,858

Depreciation & amortization
$
69

 
$
45

 
$
21

 
$

 
$
135

Adjusted operating income
$
292

 
$
146

 
$
88

 
$

 
$
526

Operating income
$
267

 
$
135

 
$
79

 
$

 
$
481

Equity income (loss)
$
1

 
$
(1
)
 
$

 
$

 
$

Net income attributable to noncontrolling interest
$
9

 
$
10

 
$

 
$

 
$
19

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Net sales
$
4,629

 
$
2,212

 
$
1,497

 
$
(81
)
 
$
8,257

Depreciation & amortization
$
195

 
$
111

 
$
46

 
$

 
$
352

Adjusted operating income
$
648

 
$
268

 
$
170

 
$

 
$
1,086

Operating income
$
581

 
$
105

 
$
146

 
$

 
$
832

Equity income
$
13

 
$

 
$

 
$

 
$
13

Net income attributable to noncontrolling interest
$
13

 
$
15

 
$

 
$

 
$
28

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Net sales
$
4,122

 
$
2,224

 
$
1,395

 
$
(86
)
 
$
7,655

Depreciation & amortization
$
135

 
$
89

 
$
39

 
$

 
$
263

Adjusted operating income
$
556

 
$
275

 
$
167

 
$

 
$
998

Operating income
$
520

 
$
256

 
$
151

 
$

 
$
927

Equity income
$
5

 
$

 
$

 
$

 
$
5

Net income attributable to noncontrolling interest
$
17

 
$
18

 
$

 
$

 
$
35

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
The reconciliation of Adjusted Operating Income to Operating Income includes, as applicable, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures. The reconciliations of Adjusted Operating Income to net income attributable to Delphi for the three and six months ended June 30, 2016 and 2015 are as follows:
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
343

 
$
138

 
$
96

 
$

 
$
577

Restructuring
(17
)
 
(126
)
 
(11
)
 

 
(154
)
Other acquisition and portfolio project costs
(5
)
 
(2
)
 
(3
)
 

 
(10
)
Asset impairments

 
(22
)
 

 

 
(22
)
Operating income (loss)
$
321

 
$
(12
)
 
$
82

 
$

 
391

Interest expense
 
 
 
 
 
 
 
 
(41
)
Other income (expense), net
 
 
 
 
 
 
 
 
(2
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
348

Income tax expense
 
 
 
 
 
 
 
 
(84
)
Equity income, net of tax
 
 
 
 
 
 
 
 
7

Income from continuing operations
 
 
 
 
 
 
 
 
271

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 

Net income
 
 
 
 
 
 
 
 
271

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
13

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
258

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
292

 
$
146

 
$
88

 
$

 
$
526

Restructuring
(5
)
 
(8
)
 
(4
)
 

 
(17
)
Other acquisition and portfolio project costs
(5
)
 
(3
)
 
(2
)
 

 
(10
)
Asset impairments
(1
)
 

 
(3
)
 

 
(4
)
Gain (loss) on business divestitures, net
(14
)
 

 

 

 
(14
)
Operating income
$
267

 
$
135

 
$
79

 
$

 
481

Interest expense
 
 
 
 
 
 
 
 
(30
)
Other income (expense), net
 
 
 
 
 
 
 
 
(2
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
449

Income tax expense
 
 
 
 
 
 
 
 
(80
)
Equity income, net of tax
 
 
 
 
 
 
 
 

Income from continuing operations
 
 
 
 
 
 
 
 
369

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
298

Net income
 
 
 
 
 
 
 
 
667

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
22

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
645


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
648

 
$
268

 
$
170

 
$

 
$
1,086

Restructuring
(35
)
 
(135
)
 
(19
)
 

 
(189
)
Other acquisition and portfolio project costs
(32
)
 
(6
)
 
(5
)
 

 
(43
)
Asset impairments

 
(22
)
 

 

 
(22
)
Operating income
$
581

 
$
105

 
$
146

 
$

 
832

Interest expense
 
 
 
 
 
 
 
 
(82
)
Other income (expense), net
 
 
 
 
 
 
 
 
2

Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
752

Income tax expense
 
 
 
 
 
 
 
 
(159
)
Equity income, net of tax
 
 
 
 
 
 
 
 
13

Income from continuing operations
 
 
 
 
 
 
 
 
606

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
108

Net income
 
 
 
 
 
 
 
 
714

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
31

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
683


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Six Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
556

 
$
275

 
$
167

 
$

 
$
998

Restructuring
(9
)
 
(14
)
 
(10
)
 

 
(33
)
Other acquisition and portfolio project costs
(10
)
 
(5
)
 
(3
)
 

 
(18
)
Asset impairments
(3
)
 

 
(3
)
 

 
(6
)
Gain (loss) on business divestitures, net
(14
)
 

 

 

 
(14
)
Operating income
$
520

 
$
256

 
$
151

 
$

 
927

Interest expense
 
 
 
 
 
 
 
 
(62
)
Other income (expense), net
 
 
 
 
 
 
 
 
(56
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
809

Income tax expense
 
 
 
 
 
 
 
 
(141
)
Equity income, net of tax
 
 
 
 
 
 
 
 
5

Income from continuing operations
 
 
 
 
 
 
 
 
673

Loss from discontinued operations, net of tax
 
 
 
 
 
 
 
 
223

Net income
 
 
 
 
 
 
 
 
896

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
42

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
854

Discontinued Operations (Tables)
The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations as of December 31, 2015:
 
 
December 31,
2015
 
 
 
 
 
(in millions)
Cash and cash equivalents
 
$
44

Accounts receivable, net
 
79

Inventories, net
 
17

Property, net
 
74

Investments in affiliates
 

Intangible assets, net
 
1

Other assets
 
8

Total assets of the discontinued operations classified as held for sale
 
$
223

 
 
 
Accounts payable
 
$
97

Accrued liabilities
 
27

Other liabilities
 
6

Total liabilities of the discontinued operations classified as held for sale
 
$
130

A reconciliation of the major classes of line items constituting pre-tax profit or loss of discontinued operations to income from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in millions)
Net sales
$

 
$
382

 
$
78

 
$
755

Cost of sales

 
345

 
67

 
688

Selling, general and administrative

 
11

 
4

 
22

Amortization

 

 

 
1

Restructuring

 
1

 

 
2

Income from discontinued operations before income taxes and equity income

 
25

 
7

 
42

Income tax expense on discontinued operations

 
(12
)
 

 
(16
)
Gain on divestiture of discontinued operations, net of tax

 
285

 
104

 
285

Adjustment to prior period gain on divestiture, net of tax

 

 
(3
)
 

Impairment loss

 

 

 
(88
)
Income from discontinued operations, net of tax

 
298

 
108

 
223

Income from discontinued operations attributable to noncontrolling interests

 
3

 
3

 
7

Net income from discontinued operations attributable to Delphi
$

 
$
295

 
$
105

 
$
216

General (Details)
5 Months Ended 8 Months Ended 11 Months Ended
May 19, 2011
Aug. 19, 2009
Nov. 22, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
 
Formation of PLC
May 19, 2011 
 
 
Formation of LLP
 
Aug. 19, 2009 
 
Initial Offering Period
 
 
November 22, 2011 
Significant Accounting Policies (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Significant Accounting Policies [Line Items]
 
 
 
 
 
Dividend from equity method investment
$ 4 
$ 8 
$ 4 
$ 8 
 
Cost method investments
26 
 
26 
 
23 
Intangible assets, net (excluding goodwill)
1,345 
 
1,345 
 
1,383 
Amortization of intangible assets
34 
23 
67 
47 
 
Goodwill
1,571 
 
1,571 
 
1,539 
Unamortized Revolving Credit Facility debt issuance costs
 
 
12 
Long-term Debt
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Unamortized debt issuance costs
26 
 
26 
 
28 
Other Long-Term Assets
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Cost method investments
26 
 
26 
 
23 
Unamortized Revolving Credit Facility debt issuance costs
 
 
12 
GM
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Accounts and Other Receivables
374 
 
374 
 
289 
VW
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Accounts and Other Receivables
$ 198 
 
$ 198 
 
$ 186 
Customer Concentration Risk |
Total Net Sales |
GM & VW
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Percentage of Total Net Sales
23.00% 
22.00% 
22.00% 
22.00% 
 
Customer Concentration Risk |
Total Net Sales |
GM
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Percentage of Total Net Sales
14.00% 
14.00% 
14.00% 
14.00% 
 
Customer Concentration Risk |
Total Net Sales |
VW
 
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
 
Percentage of Total Net Sales
9.00% 
8.00% 
8.00% 
8.00% 
 
Inventories (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Inventory Disclosure [Abstract]
 
 
Productive material
$ 692 
$ 634 
Work-in-process
110 
98 
Finished goods
516 
449 
Total
$ 1,318 
$ 1,181 
Assets Current Assets (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Value added tax receivable
$ 182 
$ 198 
Prepaid insurance and other expenses
60 
78 
Reimbursable engineering costs
67 
55 
Notes receivable
27 
25 
Income and other taxes receivable
46 
44 
Deposits to vendors
Derivative financial instruments (Note 14)
Other
23 
Total
$ 395 
$ 431 
Assets Non Current assets (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Deferred income taxes
$ 227 
$ 238 
Unamortized Revolving Credit Facility debt issuance costs (Note 8)
12 
Income and other taxes receivable
75 
54 
Reimbursable engineering costs
29 
43 
Value added tax receivable
31 
24 
Cost method investments
26 
23 
Derivative financial instruments (Note 14)
Other
65 
65 
Total
$ 464 
$ 459 
Liabilities Other Liabilities, Current (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Other Liabilities Disclosure [Abstract]
 
 
Payroll-related obligations
$ 247 
$ 221 
Employee benefits, including current pension obligations
51 
90 
Income and other taxes payable
227 
222 
Warranty obligations (Note 6)
57 
69 
Restructuring (Note 7)
191 
85 
Customer deposits
30 
36 
Derivative financial instruments (Note 14)
71 
108 
Accrued interest
48 
39 
Other
353 
334 
Total
$ 1,275 
$ 1,204 
Liabilities Other Liabilities, Non Current (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Other Liabilities Disclosure [Abstract]
 
 
Environmental (Note 10)
$ 5 
$ 3 
Extended disability benefits
Warranty obligations (Note 6)
61 
62 
Restructuring (Note 7)
34 
46 
Payroll-related obligations
Accrued income taxes
43 
31 
Deferred income taxes
275 
252 
Derivative financial instruments (Note 14)
21 
Other
71 
71 
Total
$ 512 
$ 503 
Warranty Obligations (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
 
Accrual balance at beginning of period
$ 131 
Provision for estimated warranties incurred during the period
28 
Provision for changes in estimate for pre-existing warranties
Settlements made during the period (in cash or in kind)
(49)
Accrual balance at end of period
118 
Minimum |
Product Warranty
 
Product Warranty Liability [Line Items]
 
Range of Possible Loss, Portion Not Accrued
Maximum |
Product Warranty
 
Product Warranty Liability [Line Items]
 
Range of Possible Loss, Portion Not Accrued
$ 40 
Restructuring Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
$ 154 
$ 17 
$ 189 
$ 33 
Asset Impairment Charges
22 
22 
Restructuring, Cash Expenditures
 
 
96 
65 
Discontinued Operations |
Thermal Systems
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
 
 
Powertrain Systems
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
126 
135 
14 
EMEA
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
42 
 
 
 
Plant Closure |
EMEA |
Powertrain Systems
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
88 
 
 
 
Restructuring and Related Activities, Completion Date
 
 
Dec. 31, 2017 
 
Fair Value, Measurements, Nonrecurring |
Cost of Sales
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Asset Impairment Charges
22 
22 
Fair Value, Measurements, Nonrecurring |
Plant Closure |
EMEA |
Cost of Sales |
Powertrain Systems
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Asset Impairment Charges
$ 19 
 
 
 
Restructuring Restructuring Costs by Segment (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
$ 154 
$ 17 
$ 189 
$ 33 
Electrical / Electronic Architecture
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
17 
35 
Powertrain Systems
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
126 
135 
14 
Electronics And Safety
 
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
 
Restructuring
$ 11 
$ 4 
$ 19 
$ 10 
Restructuring Restructuring Liability (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Restructuring Reserve [Roll Forward]
 
 
 
 
Beginning Balance
 
 
$ 131 
 
Restructuring Charges
154 
17 
189 
33 
Payments made during the period
 
 
(96)
(65)
Foreign currency and other
 
 
 
Ending Balance
225 
 
225 
 
Employee Termination Benefits Liability
 
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
 
Beginning Balance
 
 
129 
 
Restructuring Charges
 
 
184 
 
Payments made during the period
 
 
(96)
 
Foreign currency and other
 
 
 
Ending Balance
218 
 
218 
 
Other Exit Costs Liability
 
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
 
Beginning Balance
 
 
 
Restructuring Charges
 
 
 
Payments made during the period
 
 
 
Foreign currency and other
 
 
 
Ending Balance
$ 7 
 
$ 7 
 
Debt Debt Outstanding (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Nov. 19, 2015
Senior Notes
Senior Notes, 3.15% Due 2020
Jun. 30, 2016
Senior Notes
Senior Notes, 3.15% Due 2020
Dec. 31, 2015
Senior Notes
Senior Notes, 3.15% Due 2020
Nov. 19, 2015
Senior Notes
Senior Notes, 3.15% Due 2020
Feb. 14, 2013
Senior Notes
Senior Notes, 5.000% Due 2023
Jun. 30, 2016
Senior Notes
Senior Notes, 5.000% Due 2023
Dec. 31, 2015
Senior Notes
Senior Notes, 5.000% Due 2023
Mar. 3, 2014
Senior Notes
Senior Notes, 4.150% Due 2024
Jun. 30, 2016
Senior Notes
Senior Notes, 4.150% Due 2024
Dec. 31, 2015
Senior Notes
Senior Notes, 4.150% Due 2024
Mar. 3, 2014
Senior Notes
Senior Notes, 4.150% Due 2024
Mar. 10, 2015
Senior Notes
Euro-Denominated Senior Notes, 1.500% Due 2025
Jun. 30, 2016
Senior Notes
Euro-Denominated Senior Notes, 1.500% Due 2025
Dec. 31, 2015
Senior Notes
Euro-Denominated Senior Notes, 1.500% Due 2025
Mar. 10, 2015
Senior Notes
Euro-Denominated Senior Notes, 1.500% Due 2025
Nov. 19, 2015
Senior Notes
Senior Notes, 4.25% Due 2026
Jun. 30, 2016
Senior Notes
Senior Notes, 4.25% Due 2026
Dec. 31, 2015
Senior Notes
Senior Notes, 4.25% Due 2026
Nov. 19, 2015
Senior Notes
Senior Notes, 4.25% Due 2026
Jun. 30, 2016
Loans Payable
Tranche A Term Loan, Due 2018
Dec. 31, 2015
Loans Payable
Tranche A Term Loan, Due 2018
Jun. 30, 2016
Accounts Receivable Factoring
Dec. 31, 2015
Accounts Receivable Factoring
Jun. 30, 2016
JPMorgan Chase Bank, N.A.
Loans Payable
Tranche A Term Loan, Due 2018
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable factoring
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 36 
$ 0 
 
Senior Notes
 
 
 
645 
645 
 
 
792 
791 
 
694 
693 
 
 
767 
757 
 
 
646 
646 
 
 
 
 
 
 
Tranche A Term Loan, due 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
399 
399 
 
 
400 
Capital leases and other
87 
77 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
4,066 
4,008 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: current portion
(97)
(52)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
3,969 
3,956 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
3.15% 
 
3.15% 
5.00% 
5.00% 
 
 
4.15% 
 
4.15% 
 
1.50% 
 
1.50% 
 
4.25% 
 
4.25% 
 
 
 
 
 
Debt Instrument, Maturity Date
 
 
Nov. 19, 2020 
Nov. 19, 2020 
 
 
Feb. 15, 2023 
Feb. 15, 2023 
 
Mar. 15, 2024 
Mar. 15, 2024 
 
 
Mar. 10, 2025 
Mar. 10, 2025 
 
 
Jan. 15, 2026 
Jan. 15, 2026 
 
 
 
 
 
 
Jan. 01, 2018 
Unamortized debt issuance costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized discount
 
 
 
$ 1 
$ 1 
 
 
 
 
 
$ 2 
$ 2 
 
 
$ 3 
$ 3 
 
 
 
 
 
 
 
 
 
 
Debt Credit Agreement (Details) (USD $)
6 Months Ended 12 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Amended and Restated Credit Agreement
 
 
Line of Credit Facility [Line Items]
 
 
Line of Credit Facility, Additional Borrowing Capacity
$ 1,000,000,000 
 
Amended and Restated Credit Agreement |
Minimum
 
 
Line of Credit Facility [Line Items]
 
 
Contingent change in Appplicable Rate
0.00% 
 
Amended and Restated Credit Agreement |
Maximum
 
 
Line of Credit Facility [Line Items]
 
 
Contingent change in Appplicable Rate
2.25% 
 
Amended and Restated Credit Agreement |
JPMorgan Chase Bank, N.A.
 
 
Line of Credit Facility [Line Items]
 
 
Covenant Compliance, Maximum Ratio of Indebtedness to EBITDA
275.00% 
 
Amended and Restated Credit Agreement |
Secured Debt
 
 
Line of Credit Facility [Line Items]
 
 
Letters of Credit Issued
7,000,000 
 
Tranche A Term Loan, Due 2018 |
Loans Payable
 
 
Line of Credit Facility [Line Items]
 
 
Borrowings
399,000,000 
399,000,000 
Tranche A Term Loan, Due 2018 |
JPMorgan Chase Bank, N.A. |
Loans Payable
 
 
Line of Credit Facility [Line Items]
 
 
Borrowings
400,000,000 
 
Tranche A Term Loan, Due 2018 |
JPMorgan Chase Bank, N.A. |
Loans Payable |
LIBOR
 
 
Line of Credit Facility [Line Items]
 
 
Basis spread on variable rate
1.00% 
1.00% 
Rate effective
1.50% 
 
Tranche A Term Loan, Due 2018 |
JPMorgan Chase Bank, N.A. |
Loans Payable |
Administrative Agents Alternate Base Rate
 
 
Line of Credit Facility [Line Items]
 
 
Basis spread on variable rate
0.00% 
0.00% 
Revolving Credit Facility |
Line of Credit
 
 
Line of Credit Facility [Line Items]
 
 
Borrowings
 
Revolving Credit Facility |
Revolving Credit Facility |
JPMorgan Chase Bank, N.A.
 
 
Line of Credit Facility [Line Items]
 
 
Credit Agreement on Senior Secured Facilities
$ 1,500,000,000 
 
Revolving Credit Facility |
Revolving Credit Facility |
JPMorgan Chase Bank, N.A. |
LIBOR
 
 
Line of Credit Facility [Line Items]
 
 
Basis spread on variable rate
1.00% 
1.00% 
Revolving Credit Facility |
Revolving Credit Facility |
JPMorgan Chase Bank, N.A. |
Administrative Agents Alternate Base Rate
 
 
Line of Credit Facility [Line Items]
 
 
Basis spread on variable rate
0.00% 
0.00% 
Debt Senior Unsecured Notes (Details)
0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended
May 17, 2011
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
May 17, 2011
Senior Notes, 5.875% Due 2019
Senior Notes
USD ($)
May 17, 2011
Senior Notes, 6.125% Due 2021
Senior Notes
Jun. 30, 2015
Senior Notes, 6.125% Due 2021
Senior Notes
USD ($)
Feb. 14, 2013
Senior Notes, 5.000% Due 2023
Senior Notes
USD ($)
Jun. 30, 2016
Senior Notes, 5.000% Due 2023
Senior Notes
Mar. 3, 2014
Senior Notes, 4.150% Due 2024
Senior Notes
USD ($)
Jun. 30, 2016
Senior Notes, 4.150% Due 2024
Senior Notes
Mar. 3, 2014
Senior Notes, 4.150% Due 2024
Senior Notes
USD ($)
Mar. 10, 2015
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
USD ($)
Jun. 30, 2016
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
Mar. 10, 2015
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
Mar. 10, 2015
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
Designated as Hedging Instrument
Net Investment Hedging
EUR (€)
Nov. 19, 2015
2015 Senior Notes
Senior Notes
USD ($)
Nov. 19, 2015
2015 Senior Notes
Senior Notes
USD ($)
Nov. 19, 2015
Senior Notes, 3.15% Due 2020
Senior Notes
Jun. 30, 2016
Senior Notes, 3.15% Due 2020
Senior Notes
Nov. 19, 2015
Senior Notes, 3.15% Due 2020
Senior Notes
USD ($)
Nov. 19, 2015
Senior Notes, 4.25% Due 2026
Senior Notes
Jun. 30, 2016
Senior Notes, 4.25% Due 2026
Senior Notes
Nov. 19, 2015
Senior Notes, 4.25% Due 2026
Senior Notes
USD ($)
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior notes issued
 
 
 
 
 
$ 500,000,000 
 
 
$ 800,000,000 
 
 
 
$ 700,000,000 
 
 
 
€ 700,000,000 
 
$ 1,300,000,000 
 
 
$ 650,000,000 
 
 
$ 650,000,000 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
 
5.875% 
6.125% 
 
5.00% 
5.00% 
 
4.15% 
4.15% 
 
1.50% 
1.50% 
 
 
 
 
3.15% 
3.15% 
 
4.25% 
4.25% 
Debt Instrument, Maturity Date
 
 
 
 
 
May 15, 2019 
May 15, 2021 
 
Feb. 15, 2023 
Feb. 15, 2023 
Mar. 15, 2024 
Mar. 15, 2024 
 
Mar. 10, 2025 
Mar. 10, 2025 
 
 
 
 
Nov. 19, 2020 
Nov. 19, 2020 
 
Jan. 15, 2026 
Jan. 15, 2026 
 
Senior Notes Net Proceeds
1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
(52,000,000)
 
 
(52,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments of Debt Issuance Costs
 
 
 
 
 
 
 
 
$ 12,000,000 
 
$ 6,000,000 
 
 
$ 5,000,000 
 
 
 
$ 8,000,000 
 
 
 
 
 
 
 
Debt Instrument, Price
 
 
 
 
 
 
 
 
 
 
 
 
99.649% 
 
 
99.54% 
 
 
 
 
 
99.784% 
 
 
99.942% 
Debt Instrument, Interest Rate, Effective Percentage
 
 
 
 
 
 
 
 
 
 
 
 
4.193% 
 
 
1.55% 
 
 
 
 
 
3.197% 
 
 
4.256% 
Debt Other Financing (Details)
In Millions, unless otherwise specified
6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Dec. 31, 2015
USD ($)
Jun. 30, 2016
North America
Interest Expense
USD ($)
Jun. 30, 2015
North America
Interest Expense
USD ($)
Jun. 30, 2016
North America
Interest Expense
USD ($)
Jun. 30, 2015
North America
Interest Expense
USD ($)
Jun. 30, 2016
North America
Accounts Receivable
USD ($)
Jun. 30, 2015
North America
Accounts Receivable
USD ($)
Jun. 30, 2016
North America
Accounts Receivable
USD ($)
Jun. 30, 2015
North America
Accounts Receivable
USD ($)
Jun. 30, 2016
Accounts Receivable Factoring
USD ($)
Dec. 31, 2015
Accounts Receivable Factoring
USD ($)
Jun. 30, 2016
European Factoring Program
EUR (€)
Jun. 30, 2016
European Factoring Program
Accounts Receivable Factoring
USD ($)
Dec. 31, 2015
European Factoring Program
Accounts Receivable Factoring
USD ($)
Jun. 30, 2016
European Factoring Program
LIBOR
Jun. 30, 2016
European Factoring Program
EURIBOR
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Funding From Factoring Program
 
 
 
 
 
 
 
 
 
 
 
 
 
€ 400 
 
 
 
 
Maximum Funding From Factoring Program available on a Committed basis
 
 
 
 
 
 
 
 
 
 
 
 
 
350 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.05% 
0.80% 
Accounts receivable factoring borrowings
 
 
 
 
 
 
 
 
 
 
 
36 
 
36 
 
 
Rate effective
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.51% 
 
 
 
Receivables Factored Qualifying As Sales
 
 
 
 
 
 
 
43 
27 
75 
54 
 
 
 
 
 
 
 
Expenses Incurred in Conjunction with Off Balance Sheet Factoring
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital leases and other
87 
 
77 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Paid
$ 67 
$ 57 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pension Benefits Narrative (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 12 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Dec. 31, 2016
Change in Accounting Method Accounted for as Change in Estimate
Scenario, Forecast
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Expected impact of change in estimation of pension net periodic benefit cost
 
 
$ 10 
Defined Benefit Pension Plan, Postemployment Benefit Period
5 years 
 
 
Other Postretirement Benefits Payable
$ 3 
$ 3 
 
Pension Benefits Net Periodic Benefit Cost (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Non-U.S. Plans
 
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
 
Service cost
$ 13 
$ 14 
$ 25 
$ 29 
Interest cost
17 
18 
34 
39 
Expected return on plan assets
(18)
(18)
(36)
(38)
Settlement loss
Amortization of actuarial losses
Net periodic benefit cost
15 
22 
30 
42 
U.S. Plans
 
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
 
Service cost
Interest cost
Expected return on plan assets
Settlement loss
Amortization of actuarial losses
Net periodic benefit cost
$ 1 
$ 1 
$ 1 
$ 1 
Commitments And Contingencies Unsecured Creditors Litigation (Details) (Pending Litigation, Unsecured Creditors Litigation, USD $)
6 Months Ended
Jun. 30, 2016
Loss Contingencies [Line Items]
 
Loss Contingency, Damages Sought, Value Per Unit in Excess of Benchmark
$ 32.50 
Loss Contingency, Damages Sought, Unit in Excess of Benchmark
67.50 
Loss Contingency Accrual
Litigation, Damages Benchmark, Fourth LLP Agreement
 
Loss Contingencies [Line Items]
 
Cumulative Distribution Threshold
7,200,000,000 
Minimum
 
Loss Contingencies [Line Items]
 
Loss Contingency, Estimate of Possible Loss
Maximum
 
Loss Contingencies [Line Items]
 
Loss Contingency, Estimate of Possible Loss
$ 300,000,000 
Commitments And Contingencies Brazil Matters (Details) (Brazil, USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Loss Contingencies [Line Items]
 
Brazil Loss Contingency, Claims asserted against Delphi
$ 175 
Brazil Loss Contingency Accrual, at Carrying Value
30 
Minimum
 
Loss Contingencies [Line Items]
 
Range of Possible Loss, Portion Not Accrued
Maximum
 
Loss Contingencies [Line Items]
 
Range of Possible Loss, Portion Not Accrued
$ 145 
Commitments And Contingencies Environmental Matters (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Environmental Exit Cost [Line Items]
 
 
Accrual for Environmental Loss Contingencies
$ 6 
$ 4 
Accrued Environmental Loss Contingencies, Noncurrent
Accrued Liabilities
 
 
Environmental Exit Cost [Line Items]
 
 
Accrued Environmental Loss Contingencies, Current
Other Long-Term Liabilities
 
 
Environmental Exit Cost [Line Items]
 
 
Accrued Environmental Loss Contingencies, Noncurrent
Liabilities Held for Sale |
Discontinued Operations
 
 
Environmental Exit Cost [Line Items]
 
 
Accrual for Environmental Loss Contingencies
 
$ 6 
Income Taxes Income Tax Expense & Effective Tax Rate (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
Income tax expense
$ 84 
$ 80 
$ 159 
$ 141 
Effective tax rate
24.00% 
18.00% 
21.00% 
17.00% 
Cash taxes paid
 
 
$ 157 
$ 149 
Income Taxes Unusual or Infrequent Items (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
Withholding taxes
$ (4)
$ (1)
$ (4)
$ (1)
Other change in tax reserves (1)
(1)1
1
1
1
Other adjustments (2)
2
2
2
2
Income tax (benefit) expense associated with unusual or infrequent items
$ (4)
$ 3 
$ 1 
$ 4 
Income Taxes Tax Return Filing Determinations and Elections (Details) (USD $)
In Millions, unless otherwise specified
8 Months Ended 9 Months Ended 6 Months Ended
Aug. 19, 2009
Oct. 6, 2009
Jun. 30, 2016
IRS NOPA
Internal Revenue Service (IRS)
Income Tax Contingency [Line Items]
 
 
 
Acquisition Date
 
Oct. 06, 2009 
 
Formation of LLP
Aug. 19, 2009 
 
 
Adjustment recorded
 
 
$ 0 
Shareholders' Equity And Net Income Per Share Weighted Average Shares Outstanding and Net Income Per Share (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Numerator:
 
 
 
 
Income from continuing operations
$ 258 
$ 350 
$ 578 
$ 638 
Income from discontinued operations
295 
105 
216 
Net income attributable to Delphi
$ 258 
$ 645 
$ 683 
$ 854 
Denominator:
 
 
 
 
Weighted average number of basic shares outstanding
272,920,000 
287,770,000 
274,770,000 
289,330,000 
Dilutive shares related to restricted stock units
450,000 
1,080,000 
430,000 
990,000 
Weighted average ordinary shares outstanding, including dilutive shares
273,370,000 
288,850,000 
275,200,000 
290,320,000 
Basic net income per share:
 
 
 
 
Income from Continuing Operations, per basic share
$ 0.95 
$ 1.22 
$ 2.10 
$ 2.21 
Income from Discontinued Operations, per basic share
$ 0.00 
$ 1.02 
$ 0.38 
$ 0.74 
Basic net income per share attributable to Delphi
$ 0.95 
$ 2.24 
$ 2.48 
$ 2.95 
Diluted net income per share:
 
 
 
 
Income from Continuing Operations, per diluted share
$ 0.94 
$ 1.21 
$ 2.10 
$ 2.20 
Income from Discontinued Operations, per diluted share
$ 0.00 
$ 1.02 
$ 0.38 
$ 0.74 
Diluted net income per share attributable to Delphi
$ 0.94 
$ 2.23 
$ 2.48 
$ 2.94 
Antidilutive securities share impact
0.00 
0.00 
0.00 
0.00 
Shareholders' Equity And Net Income Per Share Share Repurchase Program (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Share Repurchase Program [Line Items]
 
 
 
 
Stock Repurchased During Period, in shares
894,209 
3,649,419 
6,492,425 
6,882,565 
Stock Repurchased, Average Price per Share
$ 72.69 
$ 85.72 
$ 66.95 
$ 80.30 
Stock Repurchased During Period, Value
$ 65,000,000 
$ 313,000,000 
$ 435,000,000 
$ 553,000,000 
Share Repurchase Program January 2014
 
 
 
 
Share Repurchase Program [Line Items]
 
 
 
 
Stock Repurchase Program, Authorized Amount
1,000,000,000 
 
1,000,000,000 
 
Share Repurchase Program January 2015
 
 
 
 
Share Repurchase Program [Line Items]
 
 
 
 
Stock Repurchase Program, Authorized Amount
1,500,000,000 
 
1,500,000,000 
 
Stock Repurchase Program, Remaining Authorized Repurchase Amount
72,000,000 
 
72,000,000 
 
Share Repurchase Program April 2016
 
 
 
 
Share Repurchase Program [Line Items]
 
 
 
 
Stock Repurchase Program, Authorized Amount
$ 1,500,000,000 
 
$ 1,500,000,000 
 
Shareholders' Equity And Net Income Per Share Dividends (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Shareholders' Equity and Net Income Per Share Note [Abstract]
 
 
 
 
 
 
 
 
 
Cash dividends per share
$ 0.29 
$ 0.29 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.58 
$ 0.50 
$ 1.00 
Payments of Cash Dividends
$ 79 
$ 80 
$ 70 
$ 71 
$ 72 
$ 73 
$ 159 
 
$ 286 
Shareholders' Equity And Net Income Per Share Other (Details) (USD $)
11 Months Ended 6 Months Ended
Nov. 22, 2011
Jun. 30, 2016
Unsecured Creditors Litigation
Pending Litigation
Jun. 30, 2016
Unsecured Creditors Litigation
Litigation, Damages Benchmark, Fourth LLP Agreement
Pending Litigation
Jun. 30, 2016
Maximum
Unsecured Creditors Litigation
Pending Litigation
Shareholders' Equity and Net Income Per Share [Line Items]
 
 
 
 
Initial Offering Period
November 22, 2011 
 
 
 
Cumulative Distribution Threshold
 
 
$ 7,200,000,000 
 
Loss Contingency, Damages Sought, Value Per Unit in Excess of Benchmark
 
32.50 
 
 
Loss Contingency, Damages Sought, Unit in Excess of Benchmark
 
67.50 
 
 
Loss Contingency, Estimate of Possible Loss
 
 
 
300,000,000 
Loss Contingency Accrual
 
$ 0 
 
 
Changes in Accumulated Other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2015
Jun. 30, 2016
Designated as Hedging Instrument
Net Investment Hedging
Jun. 30, 2015
Designated as Hedging Instrument
Net Investment Hedging
Jun. 30, 2016
Designated as Hedging Instrument
Net Investment Hedging
Jun. 30, 2015
Designated as Hedging Instrument
Net Investment Hedging
Jun. 30, 2016
Foreign currency translation adjustments
Jun. 30, 2015
Foreign currency translation adjustments
Jun. 30, 2016
Foreign currency translation adjustments
Jun. 30, 2015
Foreign currency translation adjustments
Jun. 30, 2016
Unrealized gains (losses) on derivatives
Jun. 30, 2015
Unrealized gains (losses) on derivatives
Jun. 30, 2016
Unrealized gains (losses) on derivatives
Jun. 30, 2015
Unrealized gains (losses) on derivatives
Jun. 30, 2016
Pension and postretirement plans
Jun. 30, 2015
Pension and postretirement plans
Jun. 30, 2016
Pension and postretirement plans
Jun. 30, 2015
Pension and postretirement plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income (loss), beginning of period
$ (979)
$ (1,033)
$ (897)
 
 
 
 
$ (625)
$ (565)
$ (661)
$ (333)
$ (83)
$ (82)
$ (106)
$ (78)
$ (261)
$ (303)
$ (266)
$ (330)
Aggregate adjustment for the period (1)
 
 
 
 
 
 
 
(53)1
60 1
(17)1
(172)1
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications (net of tax effect)
 
 
 
 
 
 
 
 
 
 
 
(27)
(5)
(50)
14 
(12)
16 
12 
Reclassification to income (net of tax effect)
 
 
 
 
 
 
 
 
 
 
 
25 
25 
54 
44 
10 
Accumulated other comprehensive income (loss), end of period
(979)
(1,033)
(897)
 
 
 
 
(678)
(505)
(678)
(505)
(57)
(84)
(57)
(84)
(244)
(308)
(244)
(308)
Net tax effect of Other comprehensive income before reclassifications
 
 
 
 
 
 
 
 
 
 
 
14 
 
 
 
 
Net tax effect of Reclassification Adjustment from AOCI on Derivatives
 
 
 
 
 
 
 
 
 
 
 
16 
13 
 
 
 
 
Net tax effect of Other comprehensive income before reclassifications
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net tax effect of Reclassification Adjustment from AOCI, Pension and Other Postretirement Plans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on net investment hedge, net of tax
 
 
 
$ 17 
$ (19)
$ (8)
$ (21)
 
 
 
 
 
 
 
 
 
 
 
 
Changes in Accumulated Other Comprehensive Income AOCI Reclassifications (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
 
 
 
 
Cost of sales
$ (3,348)
$ (3,076)
$ (6,613)
$ (6,132)
Income tax expense
(84)
(80)
(159)
(141)
Net income
271 
667 
714 
896 
Net income attributable to noncontrolling interest
(13)
(22)
(31)
(42)
Net income attributable to Delphi
258 
645 
683 
854 
Amount Reclassified from Accumulated Other Comprehensive Income
 
 
 
 
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
 
 
 
 
Net income attributable to Delphi
(28)
(32)
(60)
(54)
Amount Reclassified from Accumulated Other Comprehensive Income |
Unrealized gains (losses) on derivatives
 
 
 
 
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
 
 
 
 
Income before income taxes
(32)
(33)
(70)
(57)
Income tax expense
16 
13 
Net income
(25)
(25)
(54)
(44)
Net income attributable to noncontrolling interest
Net income attributable to Delphi
(25)
(25)
(54)
(44)
Amount Reclassified from Accumulated Other Comprehensive Income |
Unrealized gains (losses) on derivatives |
Commodity derivatives
 
 
 
 
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
 
 
 
 
Cost of sales
(11)
(11)
(25)
(21)
Amount Reclassified from Accumulated Other Comprehensive Income |
Unrealized gains (losses) on derivatives |
Foreign currency derivatives
 
 
 
 
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
 
 
 
 
Cost of sales
(21)
(22)
(45)
(36)
Amount Reclassified from Accumulated Other Comprehensive Income |
Pension and postretirement plans
 
 
 
 
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
 
 
 
 
Actuarial losses
(4)1
(5)1
(7)1
(9)1
Settlement Loss
1
(2)1
1
(2)1
Income before income taxes
(4)
(7)
(7)
(11)
Income tax expense
Net income
(3)
(7)
(6)
(10)
Net income attributable to noncontrolling interest
Net income attributable to Delphi
$ (3)
$ (7)
$ (6)
$ (10)
Derivatives And Hedging Activities Cash Flow Hedges (Details)
In Millions, unless otherwise specified
12 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2018
Scenario, Forecast
Cost of Sales
USD ($)
Jun. 30, 2017
Scenario, Forecast
Cost of Sales
USD ($)
Jun. 30, 2016
Cash Flow Hedging
USD ($)
Jun. 30, 2016
Cash Flow Hedging
Copper
USD ($)
lb
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Mexican Peso
USD ($)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Mexican Peso
MXN ($)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Chinese Yuan Renminbi
USD ($)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Chinese Yuan Renminbi
CNY
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Polish Zloty
USD ($)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Polish Zloty
PLN
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
New Turkish Lira
USD ($)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
New Turkish Lira
TRY (£)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Hungarian Forint
USD ($)
Jun. 30, 2016
Cash Flow Hedging
Foreign currency derivatives
Hungarian Forint
HUF
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative, nonmonetary (in lbs)
 
 
 
 
54,580,000 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative
 
 
 
 
$ 115 
$ 520 
$ 9,798 
$ 310 
 2,059 
$ 80 
 318 
$ 65 
£ 189 
$ 60 
 17,281 
Additional Foreign Currency and Commodity Forward Contracts, Individually Less Than
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
 
Net derivative gains (losses) included in accumulated other comprehensive income, before tax
(83)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net derivative gains (losses) included in accumulated other comprehensive income, after tax
(62)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
 
$ (6)
$ (77)
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives And Hedging Activities Net Investment Hedges (Details)
6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 1 Months Ended 3 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Jun. 30, 2016
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Jun. 30, 2015
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Jun. 30, 2016
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Jun. 30, 2015
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Jun. 30, 2016
Net Investment Hedging
Designated as Hedging Instrument
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
USD ($)
Jun. 30, 2015
Net Investment Hedging
Designated as Hedging Instrument
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
USD ($)
Jun. 30, 2016
Net Investment Hedging
Designated as Hedging Instrument
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
USD ($)
Jun. 30, 2015
Net Investment Hedging
Designated as Hedging Instrument
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
USD ($)
Dec. 31, 2015
Net Investment Hedging
Designated as Hedging Instrument
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
USD ($)
Mar. 10, 2015
Net Investment Hedging
Designated as Hedging Instrument
Euro-Denominated Senior Notes, 1.500% Due 2025
Senior Notes
EUR (€)
May 31, 2016
Foreign exchange forward
China, Yuan Renminbi
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Jun. 30, 2016
Foreign exchange forward
China, Yuan Renminbi
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Jun. 30, 2016
Foreign exchange forward
China, Yuan Renminbi
Net Investment Hedging
Designated as Hedging Instrument
CNY
Mar. 31, 2016
Foreign exchange forward
China, Yuan Renminbi
Net Investment Hedging
Designated as Hedging Instrument
USD ($)
Mar. 31, 2016
Foreign exchange forward
China, Yuan Renminbi
Net Investment Hedging
Designated as Hedging Instrument
CNY
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 355,000,000 
 2,400,000,000 
$ 370,000,000 
 2,400,000,000 
Derivative, Maturity Date
 
 
 
 
 
 
 
 
 
 
 
 
 
Nov. 30, 2016 
Nov. 30, 2016 
May 31, 2016 
May 31, 2016 
Settlement of derivatives
16,000,000 
 
 
 
 
 
 
 
 
 
 
1,000,000 
 
 
 
 
Debt instrument designated as net investment hedge
 
 
 
 
 
 
 
 
 
 
 
700,000,000 
 
 
 
 
 
Gain (loss) on net investment hedge, net of tax
 
 
17,000,000 
(19,000,000)
(8,000,000)
(21,000,000)
16,000,000 
(19,000,000)
(9,000,000)
(21,000,000)
 
 
 
 
 
 
 
Net investment hedge gains (losses) included in accumulated other comprehensive income
 
 
 
 
 
 
(15,000,000)
 
(15,000,000)
 
(5,000,000)
 
 
 
 
 
 
Amount of ineffectiveness on net investment hedges
 
 
 
 
 
 
 
 
$ 0 
 
 
 
 
 
 
 
 
Derivatives And Hedging Activities Derivatives Not Designated as Hedges (Details)
In Millions, unless otherwise specified
6 Months Ended 1 Months Ended 6 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Aug. 31, 2015
HellermannTyton Group PLC
Not Designated as Hedging Instrument
Foreign exchange options
United Kingdom, Pounds
USD ($)
Jun. 30, 2016
HellermannTyton Group PLC
Not Designated as Hedging Instrument
Foreign exchange options
United Kingdom, Pounds
USD ($)
Aug. 31, 2015
HellermannTyton Group PLC
Not Designated as Hedging Instrument
Foreign exchange options
United Kingdom, Pounds
GBP (£)
Derivative [Line Items]
 
 
 
 
 
Notional amount of derivative
 
 
 
 
£ 917 
Cost of derivatives
 
 
15 
 
 
Settlement of derivatives
$ 16 
$ 0 
 
$ 15 
 
Derivatives And Hedging Activities Fair Value of Derivative Instruments in the Balance Sheet(Details) (USD $)
Jun. 30, 2016
Dec. 31, 2015
Designated as Hedging Instrument
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
$ 11,000,000 
$ 4,000,000 
Gross amount of recognized liability derivatives
80,000,000 
130,000,000 
Not Designated as Hedging Instrument
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
2,000,000 
3,000,000 
Gross amount of recognized liability derivatives
4,000,000 
6,000,000 
Not Designated as Hedging Instrument |
Commodity derivatives |
Other Current Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
Not Designated as Hedging Instrument |
Commodity derivatives |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized liability derivatives
1,000,000 
2,000,000 
Not Designated as Hedging Instrument |
Foreign currency derivatives |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
2,000,000 1
2,000,000 1
Gross amount of recognized liability derivatives
3,000,000 1
3,000,000 1
Net amount of derivative liability presented in the Balance Sheet
1,000,000 1
1,000,000 1
Not Designated as Hedging Instrument |
Foreign currency derivatives |
Other Long-Term Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
 
1,000,000 1
Gross amount of recognized liability derivatives
 
1,000,000 1
Net amount of derivative liability presented in the Balance Sheet
 
1
Cash Flow Hedging |
Designated as Hedging Instrument |
Commodity derivatives |
Other Current Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
Cash Flow Hedging |
Designated as Hedging Instrument |
Commodity derivatives |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized liability derivatives
19,000,000 
39,000,000 
Cash Flow Hedging |
Designated as Hedging Instrument |
Commodity derivatives |
Other Long-Term Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
Cash Flow Hedging |
Designated as Hedging Instrument |
Commodity derivatives |
Other Long-Term Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized liability derivatives
1,000,000 
10,000,000 
Cash Flow Hedging |
Designated as Hedging Instrument |
Foreign currency derivatives |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
4,000,000 1
3,000,000 1
Gross amount of recognized liability derivatives
54,000,000 1
69,000,000 1
Net amount of derivative liability presented in the Balance Sheet
50,000,000 1
66,000,000 1
Cash Flow Hedging |
Designated as Hedging Instrument |
Foreign currency derivatives |
Other Long-Term Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
2,000,000 1
 
Gross amount of recognized liability derivatives
1
 
Net amount of derivative asset presented in the Balance Sheet
2,000,000 1
 
Cash Flow Hedging |
Designated as Hedging Instrument |
Foreign currency derivatives |
Other Long-Term Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
1,000,000 1
1,000,000 1
Gross amount of recognized liability derivatives
6,000,000 1
12,000,000 1
Net amount of derivative liability presented in the Balance Sheet
5,000,000 1
11,000,000 1
Net Investment Hedging |
Designated as Hedging Instrument |
Foreign currency derivatives |
Other Current Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized asset derivatives
4,000,000 
 
Net Investment Hedging |
Designated as Hedging Instrument |
Foreign currency derivatives |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Gross amount of recognized liability derivatives
$ 0 
 
Derivatives And Hedging Activities Effect of Derivative Instruments in Consolidated Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Designated as Hedging Instrument
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion
$ (4)
$ (32)
$ (12)
$ (64)
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
(32)
(26)
(70)
(50)
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing
Designated as Hedging Instrument |
Cash Flow Hedging |
Commodity derivatives
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion
 
 
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion
 
(11)
 
(25)
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
(11)
(8)
(25)
(18)
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing
Designated as Hedging Instrument |
Cash Flow Hedging |
Foreign currency derivatives
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion
(14)
(21)
(20)
(39)
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
(21)
(18)
(45)
(32)
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing
Designated as Hedging Instrument |
Net Investment Hedging |
Foreign currency derivatives
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion
 
 
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
 
 
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing
 
 
Not Designated as Hedging Instrument
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative, Loss Recognized in Income
(7)
(2)
(8)
Not Designated as Hedging Instrument |
Commodity derivatives
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative, Loss Recognized in Income
(3)
(3)
Not Designated as Hedging Instrument |
Foreign currency derivatives
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Derivative, Loss Recognized in Income
$ 0 
$ (4)
$ (2)
$ (5)
Fair Value Of Financial Instruments Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Jun. 30, 2016
Fair Value, Measurements, Recurring
Dec. 31, 2015
Fair Value, Measurements, Recurring
Dec. 31, 2015
Discontinued Operations, Disposed of by Sale
Thermal Systems
Sep. 30, 2015
Discontinued Operations, Disposed of by Sale
KDAC
Thermal Systems
Mar. 31, 2015
Discontinued Operations, Disposed of by Sale
KDAC
Thermal Systems
Dec. 31, 2015
Discontinued Operations, Disposed of by Sale
KDAC
Thermal Systems
Jun. 30, 2016
Cost of Sales
Fair Value, Measurements, Nonrecurring
Jun. 30, 2015
Cost of Sales
Fair Value, Measurements, Nonrecurring
Jun. 30, 2016
Cost of Sales
Fair Value, Measurements, Nonrecurring
Jun. 30, 2015
Cost of Sales
Fair Value, Measurements, Nonrecurring
Jun. 30, 2016
Fair Value, Inputs, Level 2
Dec. 31, 2015
Fair Value, Inputs, Level 2
Jun. 30, 2016
Fair Value, Inputs, Level 2
Fair Value, Measurements, Recurring
Dec. 31, 2015
Fair Value, Inputs, Level 2
Fair Value, Measurements, Recurring
Jun. 30, 2016
Other Current Liabilities
Fair Value, Measurements, Recurring
Dec. 31, 2015
Other Current Liabilities
Fair Value, Measurements, Recurring
Jun. 30, 2016
Other Long-Term Liabilities
Fair Value, Measurements, Recurring
Dec. 31, 2015
Other Long-Term Liabilities
Fair Value, Measurements, Recurring
Jun. 30, 2016
Contingent Consideration Liability
Fair Value, Measurements, Recurring
Dec. 31, 2015
Contingent Consideration Liability
Fair Value, Measurements, Recurring
Jun. 30, 2016
Contingent Consideration Liability
Minimum
Fair Value, Measurements, Recurring
Jun. 30, 2016
Contingent Consideration Liability
Maximum
Fair Value, Measurements, Recurring
Jun. 30, 2016
Plant Closure
Powertrain Systems
EMEA
Cost of Sales
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative, Fair Value, Net
$ (71)
 
$ (71)
 
$ (129)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Periods in which milestones are expected to be achieved
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016 
2018 
 
Contingent consideration liability
 
 
 
 
 
33 
32 
 
 
 
 
 
 
 
 
 
 
31 
30 
33 
32 
 
 
 
Total debt, recorded amount
4,066 
 
4,066 
 
4,008 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt, fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,256 
4,025 
 
 
 
 
 
 
 
 
 
 
 
Asset Impairment Charges
22 
22 
 
 
 
 
 
 
 
22 
22 
 
 
 
 
 
 
 
 
 
 
 
 
19 
Impairment loss on KDAC interest
 
 
 
 
 
 
 
 
 
88 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of KDAC interest
 
 
 
 
 
 
 
 
 
32 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from divestiture of discontinued operations
 
 
52 
660 
 
 
 
 
70 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on divestiture of discontinued operations, net of tax
 
 
 
 
 
 
 
$ 271 
$ 47 
 
$ (41)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Of Financial Instruments Fair Value of Assets and Liabilities (Details) (Fair Value, Measurements, Recurring, USD $)
Jun. 30, 2016
Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure, Recurring
$ 6,000,000 
$ 0 
Contingent consideration liability
33,000,000 
32,000,000 
Liabilities, Fair Value Disclosure, Recurring
110,000,000 
161,000,000 
Commodity derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Liability
21,000,000 
51,000,000 
Foreign currency derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Asset
6,000,000 
Derivative Liability
56,000,000 
78,000,000 
Fair Value, Inputs, Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure, Recurring
Contingent consideration liability
Liabilities, Fair Value Disclosure, Recurring
Fair Value, Inputs, Level 1 |
Commodity derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Liability
Fair Value, Inputs, Level 1 |
Foreign currency derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Asset
Derivative Liability
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure, Recurring
6,000,000 
Contingent consideration liability
Liabilities, Fair Value Disclosure, Recurring
77,000,000 
129,000,000 
Fair Value, Inputs, Level 2 |
Commodity derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Liability
21,000,000 
51,000,000 
Fair Value, Inputs, Level 2 |
Foreign currency derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Asset
6,000,000 
Derivative Liability
56,000,000 
78,000,000 
Fair Value, Inputs, Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure, Recurring
Contingent consideration liability
33,000,000 
32,000,000 
Liabilities, Fair Value Disclosure, Recurring
33,000,000 
32,000,000 
Fair Value, Inputs, Level 3 |
Commodity derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Liability
Fair Value, Inputs, Level 3 |
Foreign currency derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative Asset
Derivative Liability
$ 0 
$ 0 
Fair Value Of Financial Instruments Unobservable Inputs Reconciliation (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Fair Value, Measurements, Recurring
Dec. 31, 2015
Fair Value, Measurements, Recurring
Jun. 30, 2016
Contingent Consideration Liability
Jun. 30, 2016
Contingent Consideration Liability
Fair Value, Measurements, Recurring
Dec. 31, 2015
Contingent Consideration Liability
Fair Value, Measurements, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
 
 
 
 
 
Fair value at beginning of period
$ 33 
$ 32 
 
$ 33 
$ 32 
Additions
 
 
 
 
Payments
 
 
 
 
Interest accretion
 
 
 
 
Fair value at end of period
$ 33 
$ 32 
 
$ 33 
$ 32 
Other Income, Net Table (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Other Income and Expenses [Abstract]
 
 
 
 
Interest income
$ 0 
$ 1 
$ 1 
$ 2 
Loss on extinguishment of debt
(52)
Costs associated with acquisitions
(1)
(1)
Other, net
(2)
(2)
(5)
Other income (expense), net
$ (2)
$ (2)
$ 2 
$ (56)
Other Income, Net Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2015
Senior Notes
Senior Notes, 6.125% Due 2021
May 17, 2011
Senior Notes
Senior Notes, 6.125% Due 2021
Debt Instrument [Line Items]
 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
 
6.125% 
Loss on extinguishment of debt
$ 0 
$ 0 
$ 0 
$ (52)
$ (52)
 
Acquisitions And Divestitures Acquisition of PureDepth Inc. (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 0 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Mar. 23, 2016
PureDepth Inc.
Mar. 23, 2016
PureDepth Inc.
Business Acquisition [Line Items]
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
 
100.00% 
Purchase price, cash consideration, net of cash acquired
$ 15 
$ 0 
 
$ 15 
 
Intangible assets
 
 
 
 
10 
Goodwill
1,571 
 
1,539 
 
Total purchase price allocation
 
 
 
 
$ 15 
Acquisitions And Divestitures Acquisition of HellermannTyton Group PLC (Details)
3 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Dec. 31, 2015
USD ($)
Dec. 18, 2015
HellermannTyton Group PLC
USD ($)
Dec. 18, 2015
HellermannTyton Group PLC
GBP (£)
Jul. 31, 2015
HellermannTyton Group PLC
USD ($)
Jul. 31, 2015
HellermannTyton Group PLC
GBP (£)
Jun. 30, 2016
HellermannTyton Group PLC
USD ($)
Dec. 31, 2015
HellermannTyton Group PLC
USD ($)
Dec. 31, 2014
HellermannTyton Group PLC
EUR (€)
Dec. 18, 2015
HellermannTyton Group PLC
USD ($)
Dec. 18, 2015
HellermannTyton Group PLC
Customer-Related Intangible Assets
Dec. 18, 2015
HellermannTyton Group PLC
Customer-Related Intangible Assets
USD ($)
Dec. 18, 2015
HellermannTyton Group PLC
Technology-Based Intangible Assets
Dec. 18, 2015
HellermannTyton Group PLC
Technology-Based Intangible Assets
USD ($)
Dec. 18, 2015
HellermannTyton Group PLC
Trade Name
USD ($)
Dec. 31, 2015
HellermannTyton Group PLC
Other income (expense), net
USD ($)
Dec. 31, 2014
HellermannTyton Group PLC
Customer Concentration Risk
Total Net Sales
Delphi
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
Purchase price per acquiree share
 
 
 
 
 
 
£ 4.80 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase price, cash consideration, net of cash acquired
 
 
15,000,000 
 
1,534,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt assumed and repaid
 
 
 
 
 
 
 
 
 
 
242,000,000 
 
 
 
 
 
 
 
 
 
Net sales
4,206,000,000 
3,858,000,000 
8,257,000,000 
7,655,000,000 
 
 
 
 
 
 
 
600,000,000 
 
 
 
 
 
 
 
 
Sales to Delphi, Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.00% 
Costs associated with acquisitions
1,000,000 
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23,000,000 
 
Goodwill, Purchase Accounting Adjustments
 
 
 
 
 
 
 
 
 
8,000,000 
 
 
 
 
 
 
 
 
 
 
Debt and pension liabilities assumed
 
 
 
 
 
258,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total consideration transferred
 
 
 
 
 
1,792,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant, and equipment
 
 
 
 
 
 
 
 
 
 
 
 
328,000,000 
 
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
 
 
 
 
128,000,000 
 
 
 
 
128,000,000 
 
 
Definite-lived intangible assets
 
 
 
 
 
 
 
 
 
 
 
 
557,000,000 
 
454,000,000 
 
103,000,000 
 
 
 
Other assets purchased and liabilities assumed, net
 
 
 
 
 
 
 
 
 
 
 
 
(85,000,000)
 
 
 
 
 
 
 
Identifiable net assets acquired
 
 
 
 
 
 
 
 
 
 
 
 
928,000,000 
 
 
 
 
 
 
 
Goodwill
1,571,000,000 
 
1,571,000,000 
 
1,539,000,000 
 
 
 
 
 
 
 
864,000,000 
 
 
 
 
 
 
 
Total purchase price allocation
 
 
 
 
 
 
 
 
 
 
 
 
1,792,000,000 
 
 
 
 
 
 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
 
 
 
 
 
 
 
 
 
 
 
13 years 
 
13 years 
 
 
 
 
Deposit for acquisition of HellermannTyton
 
 
 
 
 
 
 
$ 844,000,000 
£ 540,000,000 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions And Divestitures Acquisition of Control-Tec (Details) (USD $)
0 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Nov. 30, 2015
Control-Tec LLC
Nov. 30, 2015
Control-Tec LLC
Business Acquisition [Line Items]
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
100.00% 
Purchase price, cash consideration
 
 
$ 104,000,000 
 
Contingent Consideration Arrangements, Range of Outcomes, Value, High
 
 
 
40,000,000 
Contingent Consideration Arrangements, Range of Outcomes, Value, Low
 
 
 
Contingent Consideration Period
 
 
3 years 
 
Contingent consideration liability
 
 
 
20,000,000 
Total purchase price
 
 
124,000,000 
 
Intangible assets
 
 
 
66,000,000 
Other assets purchased and liabilities assumed, net
 
 
 
4,000,000 
Identifiable net assets acquired
 
 
 
70,000,000 
Goodwill
1,571,000,000 
1,539,000,000 
 
54,000,000 
Total purchase price allocation
 
 
 
$ 124,000,000 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
10 years 
 
Acquisitions And Divestitures Acquisition of Ottomatika Inc. (Details) (USD $)
0 Months Ended 3 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jul. 23, 2015
Ottomatika, Inc.
Jul. 23, 2015
Ottomatika, Inc.
Sep. 30, 2015
Ottomatika, Inc.
Other income (expense), net
Business Acquisition [Line Items]
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
100.00% 
 
Consideration transferred
 
 
$ 32,000,000 
 
 
Purchase price, cash consideration
 
 
16,000,000 
 
 
Purchase price, deferred consideration
 
 
11,000,000 
 
 
Deferred Consideration Period
 
 
3 years 
 
 
Contingent Consideration Arrangements, Range of Outcomes, Value, Low
 
 
 
 
Contingent Consideration Arrangements, Range of Outcomes, Value, High
 
 
 
5,000,000 
 
Contingent Consideration Period
 
 
3 years 
 
 
Contingent consideration liability
 
 
 
5,000,000 
 
Gain on previously held investment
 
 
 
 
2,000,000 
Fair value of previously held investment
 
 
4,000,000 
 
 
Total purchase price
 
 
36,000,000 
 
 
Indefinite-lived intangible assets
 
 
 
24,000,000 
 
Definite-lived intangible assets
 
 
 
1,000,000 
 
Other assets purchased and liabilities assumed, net
 
 
 
(8,000,000)
 
Identifiable net assets acquired
 
 
 
17,000,000 
 
Goodwill
1,571,000,000 
1,539,000,000 
 
19,000,000 
 
Total purchase price allocation
 
 
 
$ 36,000,000 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
4 years 
 
 
Acquisitions And Divestitures Exit of Argentina Businesses (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Argentina Electronics Business
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Jun. 30, 2015
Argentina Electrical Wiring business
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Dec. 31, 2015
Electronics And Safety
Argentina Electronics Business
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Dec. 31, 2015
Cost of Sales
Electronics And Safety
Argentina Electronics Business
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Jun. 30, 2015
Cost of Sales
Electrical / Electronic Architecture
Argentina Electrical Wiring business
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
Net sales
$ 4,206 
$ 3,858 
$ 8,257 
$ 7,655 
 
 
$ 34 
 
 
Gain (loss) on business divestitures
 
(14)
 
(14)
 
 
 
(33)
(14)
Payment associated with business disposal
 
 
$ 0 
$ 7 
$ 7 
$ 7 
 
 
 
Acquisitions And Divestitures Sale of Reception Systems (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended 3 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jul. 31, 2015
Reception Systems
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Jun. 30, 2015
Reception Systems
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Sep. 30, 2015
Cost of Sales
Electronics And Safety
Reception Systems
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
Proceeds from business divestitures
 
 
 
 
$ 25 
 
 
Buyer-assumed pension liabilities
 
 
 
 
39 
 
 
Net sales
4,206 
3,858 
8,257 
7,655 
 
55 
 
Gain (loss) on business divestitures
 
$ (14)
 
$ (14)
 
 
$ 39 
Acquisitions And Divestitures Other (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 3 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2015
Tula Technology Inc.
Powertrain Systems
Mar. 31, 2016
Quanergy
Electronics And Safety
Jun. 30, 2015
Quanergy
Electronics And Safety
Business Acquisition [Line Items]
 
 
 
 
 
Cost of technology investments
$ 3 
$ 23 
$ 20 
$ 3 
$ 3 
Share-Based Compensation Long Term Incentive Plan (Details) (PLC Long Term Incentive Plan, USD $)
In Millions, except Share data, unless otherwise specified
6 Months Ended 1 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 3 Months Ended
Apr. 23, 2015
Jun. 30, 2016
Minimum
Jun. 30, 2016
Maximum
Feb. 29, 2016
Restricted Stock Units (RSUs)
Feb. 28, 2015
Restricted Stock Units (RSUs)
Feb. 28, 2014
Restricted Stock Units (RSUs)
Feb. 28, 2013
Restricted Stock Units (RSUs)
Feb. 15, 2012
Restricted Stock Units (RSUs)
Jun. 30, 2016
Restricted Stock Units (RSUs)
Apr. 28, 2016
Restricted Stock Units (RSUs)
Board of Directors
Apr. 27, 2016
Restricted Stock Units (RSUs)
Board of Directors
Apr. 23, 2015
Restricted Stock Units (RSUs)
Board of Directors
Feb. 15, 2012
Restricted Stock Units (RSUs)
Executives
2012 Grant
Feb. 28, 2013
Restricted Stock Units (RSUs)
Executives
2013 Grant
Feb. 28, 2014
Restricted Stock Units (RSUs)
Executives
2014 Grant
Feb. 28, 2015
Restricted Stock Units (RSUs)
Executives
2015 Grant
Feb. 29, 2016
Restricted Stock Units (RSUs)
Executives
2016 Grant
Feb. 29, 2016
Restricted Stock Units (RSUs)
Executives
Time-Based
Feb. 28, 2015
Restricted Stock Units (RSUs)
Executives
Time-Based
Mar. 31, 2015
Restricted Stock Units (RSUs)
Executives
Performance-Based
2012 Grant
Mar. 31, 2016
Restricted Stock Units (RSUs)
Executives
Performance-Based
2013 Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Shares Available for Grant under PLC LTIP
22,977,116 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RSU's Granted
 
 
 
 
 
 
 
 
865,000 
27,238 
 
20,347 
1,880,000 
1,450,000 
780,000 
900,000 
710,000 
 
 
 
 
Grant Date Fair Value
 
 
 
$ 48 
$ 76 
$ 53 
$ 60 
$ 59 
 
$ 2 
 
$ 2 
 
 
 
 
 
 
 
 
 
RSU's Issued in Period, Gross
 
 
 
 
 
 
 
 
 
 
24,542 
 
 
 
 
 
 
395,744 
535,345 
1,364,966 
1,265,339 
Time-Based Awards % Granted For Officers
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Time-Based Awards % Granted For Executives
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Performance-Based Awards % Granted For Officers
 
 
 
 
 
 
 
 
75.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Performance-Based Awards % Granted For Executives
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Performance-Based Awards Payout % Range
 
0.00% 
200.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value of RSUs Vested in Period
 
 
 
 
 
 
 
 
 
 
$ 2 
 
 
 
 
 
 
$ 24 
$ 42 
$ 107 
$ 77 
RSU's, Used to Pay Witholding Taxes
 
 
 
 
 
 
 
 
 
 
1,843 
 
 
 
 
 
 
146,726 
199,211 
545,192 
512,371 
Share-Based Compensation Weighting for Components of Performance Based RSU Awards (Details) (PLC Long Term Incentive Plan)
6 Months Ended
Jun. 30, 2016
2016 Grant
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Average return on net assets
50.00% 1
Cumulative net income
25.00% 
Relative total shareholder return
25.00% 2
2013 - 2015 Grants [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Average return on net assets
50.00% 1
Cumulative earnings per share
30.00% 3
Relative total shareholder return
20.00% 2
2012 Grant
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Average return on net assets
50.00% 1
Cumulative net income
30.00% 
Relative total shareholder return
20.00% 2
Share-Based Compensation Summary of Activity for LTIP RSU's (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
Payments Related to Tax Withholding for Share-based Compensation
 
 
$ 40 
$ 58 
 
PLC Long Term Incentive Plan
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
LTIP Nonvested, Weighted Average Grant Date Fair Value per share
$ 75.35 
 
$ 75.35 
 
$ 74.66 
LTIP Grants in Period, Weighted Average Grant Date Fair Value per share
 
 
$ 67.83 
 
 
LTIP Vested in Period, Weighted Average Grant Date Fair Value per share
 
 
$ 57.96 
 
 
LTIP RSUs, Forfeitures, Weighted Average Grant Date Fair Value per share
 
 
$ 75.17 
 
 
Share-based Compensation Expense
10 
21 
27 
35 
 
Share-based Compensation Expense, net of tax
16 
21 
27 
 
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized
112 
 
112 
 
 
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
 
2 years 0 months 
 
 
Payments Related to Tax Withholding for Share-based Compensation
 
 
$ 40 
$ 58 
 
PLC Long Term Incentive Plan |
Restricted Stock Units (RSUs)
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
LTIP Shares, Nonvested, Number
2,262,000 
 
2,262,000 
 
1,980,000 
RSU's Granted
 
 
865,000 
 
 
LTIP RSUs, Vested in Period
 
 
(452,000)
 
 
LTIP RSUs, Forfeited in Period
 
 
(131,000)
 
 
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Net sales
$ 4,206 
$ 3,858 
$ 8,257 
$ 7,655 
Cost of sales
3,348 
3,076 
6,613 
6,132 
Selling, general and administrative
279 
261 
556 
516 
Amortization
34 
23 
67 
47 
Restructuring
154 
17 
189 
33 
Total operating expenses
3,815 
3,377 
7,425 
6,728 
Operating income (loss)
391 
481 
832 
927 
Interest expense
(41)
(30)
(82)
(62)
Other income (expense), net
(2)
(2)
(56)
Income from continuing operations before income taxes and equity income
348 
449 
752 
809 
Income tax expense
(84)
(80)
(159)
(141)
Income from continuing operations before equity income
264 
369 
593 
668 
Equity income, net of tax
13 
Equity in net income (loss) of subsidiaries
Income from continuing operations
271 
369 
606 
673 
Income from discontinued operations, net of tax
298 
108 
223 
Net income
271 
667 
714 
896 
Net income attributable to noncontrolling interest
13 
22 
31 
42 
Net income attributable to Delphi
258 
645 
683 
854 
Reportable Legal Entities |
Parent
 
 
 
 
Net sales
Cost of sales
Selling, general and administrative
35 
44 
64 
26 
Amortization
Restructuring
Total operating expenses
35 
44 
64 
26 
Operating income (loss)
(35)
(44)
(64)
(26)
Interest expense
(50)
(26)
(96)
(46)
Other income (expense), net
Income from continuing operations before income taxes and equity income
(85)
(70)
(160)
(72)
Income tax expense
Income from continuing operations before equity income
(85)
(70)
(160)
(72)
Equity income, net of tax
 
Equity in net income (loss) of subsidiaries
343 
715 
843 
926 
Income from continuing operations
258 
645 
683 
854 
Income from discontinued operations, net of tax
Net income
258 
645 
683 
854 
Net income attributable to noncontrolling interest
Net income attributable to Delphi
258 
645 
683 
854 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
 
 
Net sales
Cost of sales
Selling, general and administrative
Amortization
Restructuring
Total operating expenses
Operating income (loss)
Interest expense
(8)
(9)
(16)
(15)
Other income (expense), net
31 
20 
62 
35 
Income from continuing operations before income taxes and equity income
23 
11 
46 
20 
Income tax expense
Income from continuing operations before equity income
23 
11 
46 
20 
Equity income, net of tax
 
Equity in net income (loss) of subsidiaries
327 
704 
800 
906 
Income from continuing operations
350 
715 
846 
926 
Income from discontinued operations, net of tax
Net income
350 
715 
846 
926 
Net income attributable to noncontrolling interest
Net income attributable to Delphi
350 
715 
846 
926 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
 
 
Net sales
Cost of sales
Selling, general and administrative
Amortization
Restructuring
Total operating expenses
Operating income (loss)
Interest expense
(50)
(38)
(101)
(83)
Other income (expense), net
16 
19 
33 
(7)
Income from continuing operations before income taxes and equity income
(34)
(19)
(68)
(90)
Income tax expense
12 
25 
33 
Income from continuing operations before equity income
(22)
(12)
(43)
(57)
Equity income, net of tax
 
Equity in net income (loss) of subsidiaries
147 
183 
251 
262 
Income from continuing operations
125 
171 
208 
205 
Income from discontinued operations, net of tax
Net income
125 
171 
208 
205 
Net income attributable to noncontrolling interest
Net income attributable to Delphi
125 
171 
208 
205 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
 
Net sales
4,206 
3,858 
8,257 
7,655 
Cost of sales
3,348 
3,076 
6,613 
6,132 
Selling, general and administrative
244 
217 
492 
490 
Amortization
34 
23 
67 
47 
Restructuring
154 
17 
189 
33 
Total operating expenses
3,780 
3,333 
7,361 
6,702 
Operating income (loss)
426 
525 
896 
953 
Interest expense
(20)
(21)
(39)
(51)
Other income (expense), net
38 
23 
77 
49 
Income from continuing operations before income taxes and equity income
444 
527 
934 
951 
Income tax expense
(96)
(87)
(184)
(174)
Income from continuing operations before equity income
348 
440 
750 
777 
Equity income, net of tax
 
13 
Equity in net income (loss) of subsidiaries
Income from continuing operations
355 
440 
763 
782 
Income from discontinued operations, net of tax
298 
108 
223 
Net income
355 
738 
871 
1,005 
Net income attributable to noncontrolling interest
13 
22 
31 
42 
Net income attributable to Delphi
342 
716 
840 
963 
Eliminations
 
 
 
 
Net sales
Cost of sales
Selling, general and administrative
Amortization
Restructuring
Total operating expenses
Operating income (loss)
Interest expense
87 
64 
170 
133 
Other income (expense), net
(87)
(64)
(170)
(133)
Income from continuing operations before income taxes and equity income
Income tax expense
Income from continuing operations before equity income
Equity income, net of tax
 
Equity in net income (loss) of subsidiaries
(817)
(1,602)
(1,894)
(2,094)
Income from continuing operations
(817)
(1,602)
(1,894)
(2,094)
Income from discontinued operations, net of tax
Net income
(817)
(1,602)
(1,894)
(2,094)
Net income attributable to noncontrolling interest
Net income attributable to Delphi
$ (817)
$ (1,602)
$ (1,894)
$ (2,094)
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Net income
$ 271 
$ 667 
$ 714 
$ 896 
Currency translation adjustments
(56)
61 
(19)
(173)
Net change in unrecognized gain (loss) on derivative instruments, net of tax
26 
(2)
49 
(6)
Employee benefit plans adjustment, net of tax
17 
(5)
22 
22 
Other comprehensive income (loss)
(13)
54 
52 
(157)
Equity in other comprehensive income (loss) of subsidiaries
Comprehensive income
258 
721 
766 
739 
Comprehensive income attributable to noncontrolling interests
10 
23 
29 
41 
Comprehensive income attributable to Delphi
248 
698 
737 
698 
Reportable Legal Entities |
Parent
 
 
 
 
Net income
258 
645 
683 
854 
Currency translation adjustments
16 
(9)
Net change in unrecognized gain (loss) on derivative instruments, net of tax
Employee benefit plans adjustment, net of tax
Other comprehensive income (loss)
16 
(9)
Equity in other comprehensive income (loss) of subsidiaries
(26)
53 
63 
(156)
Comprehensive income
248 
698 
737 
698 
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Delphi
248 
698 
737 
698 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
 
 
Net income
350 
715 
846 
926 
Currency translation adjustments
Net change in unrecognized gain (loss) on derivative instruments, net of tax
Employee benefit plans adjustment, net of tax
Other comprehensive income (loss)
Equity in other comprehensive income (loss) of subsidiaries
(102)
(17)
(125)
(228)
Comprehensive income
248 
698 
721 
698 
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Delphi
248 
698 
721 
698 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
 
 
Net income
125 
171 
208 
205 
Currency translation adjustments
Net change in unrecognized gain (loss) on derivative instruments, net of tax
Employee benefit plans adjustment, net of tax
Other comprehensive income (loss)
Equity in other comprehensive income (loss) of subsidiaries
11 
(1)
Comprehensive income
125 
171 
219 
204 
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Delphi
125 
171 
219 
204 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
 
Net income
355 
738 
871 
1,005 
Currency translation adjustments
(72)
61 
(10)
(173)
Net change in unrecognized gain (loss) on derivative instruments, net of tax
26 
(2)
49 
(6)
Employee benefit plans adjustment, net of tax
17 
(5)
22 
22 
Other comprehensive income (loss)
(29)
54 
61 
(157)
Equity in other comprehensive income (loss) of subsidiaries
Comprehensive income
326 
792 
932 
848 
Comprehensive income attributable to noncontrolling interests
10 
23 
29 
41 
Comprehensive income attributable to Delphi
316 
769 
903 
807 
Eliminations
 
 
 
 
Net income
(817)
(1,602)
(1,894)
(2,094)
Currency translation adjustments
Net change in unrecognized gain (loss) on derivative instruments, net of tax
Employee benefit plans adjustment, net of tax
Other comprehensive income (loss)
Equity in other comprehensive income (loss) of subsidiaries
128 
(36)
51 
385 
Comprehensive income
(689)
(1,638)
(1,843)
(1,709)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Delphi
$ (689)
$ (1,638)
$ (1,843)
$ (1,709)
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Balance Sheet (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2015
Cash and cash equivalents
$ 437 
$ 535 
$ 1,171 
Restricted cash
 
Accounts receivable, net
2,900 
2,750 
 
Intercompany receivables, current
 
Inventories
1,318 
1,181 
 
Other current assets
395 
431 
 
Current assets held for sale
223 
 
Total current assets
5,051 
5,121 
 
Intercompany receivables, long-term
 
Property, net
3,430 
3,377 
 
Investments in affiliates
96 
94 
 
Investments in subsidiaries
 
Intangible assets, net
2,916 
2,922 
 
Other long-term assets
464 
459 
 
Total long-term assets
6,906 
6,852 
 
Total assets
11,957 
11,973 
 
Short-term debt
97 
52 
 
Accounts payable
2,527 
2,541 
 
Intercompany payables, current
 
Accrued liabilities
1,275 
1,204 
 
Current liabilities held for sale
130 
 
Total current liabilities
3,899 
3,927 
 
Long-term debt
3,969 
3,956 
 
Intercompany payables, long-term
 
Pension benefit obligations
807 
854 
 
Other long-term liabilities
512 
503 
 
Total long-term liabilities
5,288 
5,313 
 
Total liabilities
9,187 
9,240 
 
Total Delphi shareholders' equity
2,381 
2,250 
 
Noncontrolling interest
389 
483 
 
Total shareholders' equity
2,770 
2,733 
 
Total liabilities and shareholders' equity
11,957 
11,973 
 
Reportable Legal Entities |
Parent
 
 
 
Cash and cash equivalents
11 
Restricted cash
 
Accounts receivable, net
 
Intercompany receivables, current
101 
 
Inventories
 
Other current assets
 
Current assets held for sale
 
 
Total current assets
105 
 
Intercompany receivables, long-term
 
Property, net
 
Investments in affiliates
 
Investments in subsidiaries
9,824 
8,916 
 
Intangible assets, net
 
Other long-term assets
 
Total long-term assets
9,824 
8,916 
 
Total assets
9,826 
9,021 
 
Short-term debt
 
Accounts payable
 
Intercompany payables, current
5,198 
4,543 
 
Accrued liabilities
25 
17 
 
Current liabilities held for sale
 
 
Total current liabilities
5,223 
4,562 
 
Long-term debt
2,058 
2,047 
 
Intercompany payables, long-term
164 
162 
 
Pension benefit obligations
 
Other long-term liabilities
 
Total long-term liabilities
2,222 
2,209 
 
Total liabilities
7,445 
6,771 
 
Total Delphi shareholders' equity
2,381 
2,250 
 
Noncontrolling interest
 
Total shareholders' equity
2,381 
2,250 
 
Total liabilities and shareholders' equity
9,826 
9,021 
 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
 
Cash and cash equivalents
Restricted cash
 
Accounts receivable, net
 
Intercompany receivables, current
1,180 
1,148 
 
Inventories
 
Other current assets
 
Current assets held for sale
 
 
Total current assets
1,180 
1,148 
 
Intercompany receivables, long-term
805 
775 
 
Property, net
 
Investments in affiliates
 
Investments in subsidiaries
8,070 
7,243 
 
Intangible assets, net
 
Other long-term assets
 
Total long-term assets
8,875 
8,018 
 
Total assets
10,055 
9,166 
 
Short-term debt
 
Accounts payable
 
Intercompany payables, current
565 
555 
 
Accrued liabilities
 
Current liabilities held for sale
 
 
Total current liabilities
565 
555 
 
Long-term debt
 
Intercompany payables, long-term
1,311 
1,305 
 
Pension benefit obligations
 
Other long-term liabilities
 
Total long-term liabilities
1,311 
1,305 
 
Total liabilities
1,876 
1,860 
 
Total Delphi shareholders' equity
8,179 
7,306 
 
Noncontrolling interest
 
Total shareholders' equity
8,179 
7,306 
 
Total liabilities and shareholders' equity
10,055 
9,166 
 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
 
Cash and cash equivalents
Restricted cash
 
Accounts receivable, net
 
Intercompany receivables, current
495 
387 
 
Inventories
 
Other current assets
 
Current assets held for sale
 
 
Total current assets
495 
387 
 
Intercompany receivables, long-term
1,037 
1,007 
 
Property, net
 
Investments in affiliates
 
Investments in subsidiaries
2,949 
2,758 
 
Intangible assets, net
 
Other long-term assets
12 
 
Total long-term assets
3,995 
3,777 
 
Total assets
4,490 
4,164 
 
Short-term debt
 
Accounts payable
 
Intercompany payables, current
950 
905 
 
Accrued liabilities
23 
24 
 
Current liabilities held for sale
 
 
Total current liabilities
973 
929 
 
Long-term debt
1,883 
1,883 
 
Intercompany payables, long-term
1,031 
1,001 
 
Pension benefit obligations
 
Other long-term liabilities
28 
27 
 
Total long-term liabilities
2,942 
2,911 
 
Total liabilities
3,915 
3,840 
 
Total Delphi shareholders' equity
575 
324 
 
Noncontrolling interest
 
Total shareholders' equity
575 
324 
 
Total liabilities and shareholders' equity
4,490 
4,164 
 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
Cash and cash equivalents
435 
531 
1,159 
Restricted cash
 
Accounts receivable, net
2,900 
2,750 
 
Intercompany receivables, current
5,450 
4,852 
 
Inventories
1,318 
1,181 
 
Other current assets
395 
431 
 
Current assets held for sale
 
223 
 
Total current assets
10,499 
9,969 
 
Intercompany receivables, long-term
1,751 
1,743 
 
Property, net
3,430 
3,377 
 
Investments in affiliates
96 
94 
 
Investments in subsidiaries
 
Intangible assets, net
2,916 
2,922 
 
Other long-term assets
455 
447 
 
Total long-term assets
8,648 
8,583 
 
Total assets
19,147 
18,552 
 
Short-term debt
97 
52 
 
Accounts payable
2,527 
2,539 
 
Intercompany payables, current
412 
480 
 
Accrued liabilities
1,227 
1,163 
 
Current liabilities held for sale
 
130 
 
Total current liabilities
4,263 
4,364 
 
Long-term debt
28 
26 
 
Intercompany payables, long-term
1,087 
1,057 
 
Pension benefit obligations
807 
854 
 
Other long-term liabilities
484 
476 
 
Total long-term liabilities
2,406 
2,413 
 
Total liabilities
6,669 
6,777 
 
Total Delphi shareholders' equity
12,089 
11,292 
 
Noncontrolling interest
389 
483 
 
Total shareholders' equity
12,478 
11,775 
 
Total liabilities and shareholders' equity
19,147 
18,552 
 
Eliminations
 
 
 
Cash and cash equivalents
Restricted cash
 
Accounts receivable, net
 
Intercompany receivables, current
(7,125)
(6,488)
 
Inventories
 
Other current assets
 
Current assets held for sale
 
 
Total current assets
(7,125)
(6,488)
 
Intercompany receivables, long-term
(3,593)
(3,525)
 
Property, net
 
Investments in affiliates
 
Investments in subsidiaries
(20,843)
(18,917)
 
Intangible assets, net
 
Other long-term assets
 
Total long-term assets
(24,436)
(22,442)
 
Total assets
(31,561)
(28,930)
 
Short-term debt
 
Accounts payable
 
Intercompany payables, current
(7,125)
(6,483)
 
Accrued liabilities
 
Current liabilities held for sale
 
 
Total current liabilities
(7,125)
(6,483)
 
Long-term debt
 
Intercompany payables, long-term
(3,593)
(3,525)
 
Pension benefit obligations
 
Other long-term liabilities
 
Total long-term liabilities
(3,593)
(3,525)
 
Total liabilities
(10,718)
(10,008)
 
Total Delphi shareholders' equity
(20,843)
(18,922)
 
Noncontrolling interest
 
Total shareholders' equity
(20,843)
(18,922)
 
Total liabilities and shareholders' equity
$ (31,561)
$ (28,930)
 
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Cash Flows (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Net cash provided by (used in) operating activities from continuing operations
$ 843 
$ 635 
Net cash provided by operating activities from discontinued operations
34 
Net cash provided by operating activities
843 
669 
Capital expenditures
(412)
(360)
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
52 
660 
Cost of business acquisitions, net of cash acquired
(15)
Cost of technology investments
(3)
(23)
Payment associated with business disposal
(7)
Settlement of derivatives
(16)
Loans to affiliates
Repayments of loans from affiliates
Investments in Subsidiaries
 
Net cash (used in) provided by investing activities from continuing operations
(386)
273 
Net cash used in investing activities from discontinued operations
(4)
(65)
Net cash (used in) provided by investing activities
(390)
208 
Net proceeds (repayments) under other short-term debt agreements
51 
Repayment of senior notes
(546)
Proceeds from issuance of senior notes, net of issuance costs
753 
Dividend payments of consolidated affiliates to minority shareholders
(12)
(13)
Proceeds from borrowings from affiliates
Payments on borrowings from affiliates
Investment from parent
 
Repurchase of ordinary shares
(435)
(542)
Distribution of cash dividends
(159)
(145)
Taxes withheld and paid on employees' restricted share awards
(40)
(58)
Net cash used in financing activities
(595)
(544)
Effect of exchange rate fluctuations on cash and cash equivalents
(2)
Increase (decrease) in cash and cash equivalents
(142)
331 
Cash and cash equivalents at beginning of period
579 
904 
Cash and cash equivalents at end of period
437 
1,235 
Cash and cash equivalents of discontinued operations
64 
Cash and cash equivalents of continuing operations
437 
1,171 
Reportable Legal Entities |
Parent
 
 
Net cash provided by (used in) operating activities from continuing operations
(24)
Net cash provided by operating activities from discontinued operations
Net cash provided by operating activities
(24)
Capital expenditures
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
Cost of business acquisitions, net of cash acquired
 
Cost of technology investments
Payment associated with business disposal
 
Settlement of derivatives
 
Loans to affiliates
Repayments of loans from affiliates
Investments in Subsidiaries
 
(753)
Net cash (used in) provided by investing activities from continuing operations
(753)
Net cash used in investing activities from discontinued operations
Net cash (used in) provided by investing activities
(753)
Net proceeds (repayments) under other short-term debt agreements
Repayment of senior notes
 
Proceeds from issuance of senior notes, net of issuance costs
 
753 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
619 
818 
Payments on borrowings from affiliates
(3)
(135)
Investment from parent
 
Repurchase of ordinary shares
(435)
(542)
Distribution of cash dividends
(159)
(145)
Taxes withheld and paid on employees' restricted share awards
Net cash used in financing activities
22 
749 
Effect of exchange rate fluctuations on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
(2)
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
11 
Cash and cash equivalents of discontinued operations
Cash and cash equivalents of continuing operations
11 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
Net cash provided by (used in) operating activities from continuing operations
Net cash provided by operating activities from discontinued operations
Net cash provided by operating activities
Capital expenditures
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
Cost of business acquisitions, net of cash acquired
 
Cost of technology investments
Payment associated with business disposal
 
Settlement of derivatives
 
Loans to affiliates
(7)
(753)
Repayments of loans from affiliates
Investments in Subsidiaries
 
Net cash (used in) provided by investing activities from continuing operations
(7)
(753)
Net cash used in investing activities from discontinued operations
Net cash (used in) provided by investing activities
(7)
(753)
Net proceeds (repayments) under other short-term debt agreements
Repayment of senior notes
 
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
Payments on borrowings from affiliates
Investment from parent
 
753 
Repurchase of ordinary shares
Distribution of cash dividends
Taxes withheld and paid on employees' restricted share awards
Net cash used in financing activities
753 
Effect of exchange rate fluctuations on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash and cash equivalents of discontinued operations
Cash and cash equivalents of continuing operations
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
Net cash provided by (used in) operating activities from continuing operations
Net cash provided by operating activities from discontinued operations
Net cash provided by operating activities
Capital expenditures
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
Cost of business acquisitions, net of cash acquired
(15)
 
Cost of technology investments
(3)
Payment associated with business disposal
 
Settlement of derivatives
 
Loans to affiliates
(342)
Repayments of loans from affiliates
135 
Investments in Subsidiaries
 
Net cash (used in) provided by investing activities from continuing operations
(18)
(207)
Net cash used in investing activities from discontinued operations
Net cash (used in) provided by investing activities
(18)
(207)
Net proceeds (repayments) under other short-term debt agreements
Repayment of senior notes
 
(546)
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
18 
753 
Payments on borrowings from affiliates
Investment from parent
 
Repurchase of ordinary shares
Distribution of cash dividends
Taxes withheld and paid on employees' restricted share awards
Net cash used in financing activities
18 
207 
Effect of exchange rate fluctuations on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash and cash equivalents of discontinued operations
Cash and cash equivalents of continuing operations
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
Net cash provided by (used in) operating activities from continuing operations
860 
629 
Net cash provided by operating activities from discontinued operations
34 
Net cash provided by operating activities
860 
663 
Capital expenditures
(412)
(360)
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
52 
660 
Cost of business acquisitions, net of cash acquired
 
Cost of technology investments
(23)
Payment associated with business disposal
 
(7)
Settlement of derivatives
(16)
 
Loans to affiliates
(630)
(723)
Repayments of loans from affiliates
Investments in Subsidiaries
 
Net cash (used in) provided by investing activities from continuing operations
(995)
(450)
Net cash used in investing activities from discontinued operations
(4)
(65)
Net cash (used in) provided by investing activities
(999)
(515)
Net proceeds (repayments) under other short-term debt agreements
51 
Repayment of senior notes
 
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
(12)
(13)
Proceeds from borrowings from affiliates
247 
Payments on borrowings from affiliates
Investment from parent
 
Repurchase of ordinary shares
Distribution of cash dividends
Taxes withheld and paid on employees' restricted share awards
(40)
(58)
Net cash used in financing activities
(1)
183 
Effect of exchange rate fluctuations on cash and cash equivalents
(2)
Increase (decrease) in cash and cash equivalents
(140)
329 
Cash and cash equivalents at beginning of period
575 
894 
Cash and cash equivalents at end of period
435 
1,223 
Cash and cash equivalents of discontinued operations
64 
Cash and cash equivalents of continuing operations
435 
1,159 
Eliminations
 
 
Net cash provided by (used in) operating activities from continuing operations
Net cash provided by operating activities from discontinued operations
Net cash provided by operating activities
Capital expenditures
Proceeds from sale of property / investments
Net proceeds from divestiture of discontinued operations
Cost of business acquisitions, net of cash acquired
 
Cost of technology investments
Payment associated with business disposal
 
Settlement of derivatives
 
Loans to affiliates
637 
1,818 
Repayments of loans from affiliates
(3)
(135)
Investments in Subsidiaries
 
753 
Net cash (used in) provided by investing activities from continuing operations
634 
2,436 
Net cash used in investing activities from discontinued operations
Net cash (used in) provided by investing activities
634 
2,436 
Net proceeds (repayments) under other short-term debt agreements
Repayment of senior notes
 
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
(637)
(1,818)
Payments on borrowings from affiliates
135 
Investment from parent
 
(753)
Repurchase of ordinary shares
Distribution of cash dividends
Taxes withheld and paid on employees' restricted share awards
Net cash used in financing activities
(634)
(2,436)
Effect of exchange rate fluctuations on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash and cash equivalents of discontinued operations
Cash and cash equivalents of continuing operations
$ 0 
$ 0 
Segment Reporting Reconciliation of Sales and Operating Data (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Segment Reporting Information [Line Items]
 
 
 
 
Net sales
$ 4,206 
$ 3,858 
$ 8,257 
$ 7,655 
Depreciation and amortization
190 
135 
352 
263 
Adjusted operating income
577 
526 
1,086 
998 
Operating income (loss)
391 
481 
832 
927 
Equity income (loss), net of tax
13 
Net income attributable to noncontrolling interest
13 
19 
28 
35 
Operating Segments |
Electrical / Electronic Architecture
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Net sales
2,352 
2,044 
4,629 
4,122 
Depreciation and amortization
100 
69 
195 
135 
Adjusted operating income
343 
292 
648 
556 
Operating income (loss)
321 
267 
581 
520 
Equity income (loss), net of tax
13 
Net income attributable to noncontrolling interest
13 
17 
Operating Segments |
Powertrain Systems
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Net sales
1,118 
1,143 
2,212 
2,224 
Depreciation and amortization
67 
45 
111 
89 
Adjusted operating income
138 
146 
268 
275 
Operating income (loss)
(12)
135 
105 
256 
Equity income (loss), net of tax
(1)
Net income attributable to noncontrolling interest
10 
15 
18 
Operating Segments |
Electronics And Safety
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Net sales
777 
713 
1,497 
1,395 
Depreciation and amortization
23 
21 
46 
39 
Adjusted operating income
96 
88 
170 
167 
Operating income (loss)
82 
79 
146 
151 
Equity income (loss), net of tax
Net income attributable to noncontrolling interest
Intersegment Eliminations
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Net sales
(41)1
(42)1
(81)1
(86)1
Depreciation and amortization
1
1
1
1
Adjusted operating income
1
1
1
1
Operating income (loss)
1
1
1
1
Equity income (loss), net of tax
1
1
1
1
Net income attributable to noncontrolling interest
$ 0 1
$ 0 1
$ 0 1
$ 0 1
Segment Reporting Reconciliation of Adjusted OI to Net Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Adjusted operating income
$ 577 
$ 526 
$ 1,086 
$ 998 
Restructuring
(154)
(17)
(189)
(33)
Other acquisition and portfolio project costs
(10)
(10)
(43)
(18)
Asset impairments
(22)
(4)
(22)
(6)
Gain (loss) on business divestitures
 
(14)
 
(14)
Operating income
391 
481 
832 
927 
Interest expense
(41)
(30)
(82)
(62)
Other income (expense), net
(2)
(2)
(56)
Income from continuing operations before income taxes and equity income
348 
449 
752 
809 
Income tax expense
(84)
(80)
(159)
(141)
Equity income, net of tax
13 
Income from continuing operations
271 
369 
606 
673 
Income from discontinued operations, net of tax
298 
108 
223 
Net income
271 
667 
714 
896 
Net income attributable to noncontrolling interest
13 
22 
31 
42 
Net income attributable to Delphi
258 
645 
683 
854 
Electrical / Electronic Architecture
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Restructuring
(17)
(5)
(35)
(9)
Powertrain Systems
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Restructuring
(126)
(8)
(135)
(14)
Electronics And Safety
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Restructuring
(11)
(4)
(19)
(10)
Operating Segments |
Electrical / Electronic Architecture
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Adjusted operating income
343 
292 
648 
556 
Restructuring
(17)
(5)
(35)
(9)
Other acquisition and portfolio project costs
(5)
(5)
(32)
(10)
Asset impairments
(1)
(3)
Gain (loss) on business divestitures
 
(14)
 
(14)
Operating income
321 
267 
581 
520 
Equity income, net of tax
13 
Operating Segments |
Powertrain Systems
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Adjusted operating income
138 
146 
268 
275 
Restructuring
(126)
(8)
(135)
(14)
Other acquisition and portfolio project costs
(2)
(3)
(6)
(5)
Asset impairments
(22)
(22)
Gain (loss) on business divestitures
 
 
Operating income
(12)
135 
105 
256 
Equity income, net of tax
(1)
Operating Segments |
Electronics And Safety
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Adjusted operating income
96 
88 
170 
167 
Restructuring
(11)
(4)
(19)
(10)
Other acquisition and portfolio project costs
(3)
(2)
(5)
(3)
Asset impairments
(3)
(3)
Gain (loss) on business divestitures
 
 
Operating income
82 
79 
146 
151 
Equity income, net of tax
Intersegment Eliminations
 
 
 
 
Reconciliation of Segment Adjusted OI to Consolidated Net Income
 
 
 
 
Adjusted operating income
1
1
1
1
Restructuring
Other acquisition and portfolio project costs
Asset impairments
Gain (loss) on business divestitures
 
 
Operating income
1
1
1
1
Equity income, net of tax
$ 0 1
$ 0 1
$ 0 1
$ 0 1
Discontinued Operations Narrative (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
6 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Sep. 24, 2015
KDAC
Mar. 31, 2016
SDAAC
Dec. 31, 2015
Thermal Systems
Discontinued Operations, Disposed of by Sale
Dec. 31, 2015
Thermal Systems
Discontinued Operations, Disposed of by Sale
Sep. 30, 2015
Thermal Systems
Discontinued Operations, Disposed of by Sale
KDAC
Mar. 31, 2015
Thermal Systems
Discontinued Operations, Disposed of by Sale
KDAC
Dec. 31, 2015
Thermal Systems
Discontinued Operations, Disposed of by Sale
KDAC
Jun. 30, 2016
Thermal Systems
Discontinued Operations, Disposed of by Sale
SDAAC
Jun. 30, 2016
Thermal Systems
Discontinued Operations, Disposed of by Sale
Other income (expense), net
Jun. 30, 2016
Thermal Systems
Discontinued Operations, Disposed of by Sale
Other income (expense), net
Jun. 30, 2016
Thermal Systems
Discontinued Operations, Held-for-sale or Disposed of by Sale
Jun. 30, 2015
Thermal Systems
Discontinued Operations, Held-for-sale or Disposed of by Sale
Jun. 30, 2016
Thermal Systems
Discontinued Operations, Held-for-sale or Disposed of by Sale
Jun. 30, 2015
Thermal Systems
Discontinued Operations, Held-for-sale or Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from Divestiture of Discontinued Operations
 
 
 
 
 
$ 670 
 
 
 
$ 62 
 
 
 
 
 
 
Gain (loss) on divestiture of discontinued operations, net of tax
 
 
 
 
 
271 
47 
 
(41)
104 
 
 
285 
104 
285 
Gain on divestiture of discontinued operations, net of tax, per share
 
 
 
 
 
$ 0.95 
 
 
 
$ 0.38 
 
 
 
 
 
 
Tax effect of gain on divestiture of discontinued operations
 
 
 
 
 
52 
 
 
 
10 
 
 
 
 
 
 
Transaction costs
 
 
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
Post-Closing Adjustments
 
 
 
 
18 
 
 
 
 
 
 
 
 
 
 
 
Post-Closing Adjustments to Prior Period Gain on Divestiture
 
 
 
 
 
 
 
 
 
 
 
 
(3)
Net proceeds from divestiture of discontinued operations
52 
660 
 
 
 
 
70 
 
 
 
 
 
 
 
 
 
Transition Services Agreement Fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KDAC Ownership Percentage, Classified as Discontinued Operations
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
SDAAC Ownership Percentage, Classified as Discontinued Operations
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Cash divested
 
 
 
 
 
 
 
 
 
29 
 
 
 
 
 
 
Impairment loss on KDAC interest
 
 
 
 
 
 
 
88 
 
 
 
 
 
 
 
 
Impairment of KDAC interest, Per Share
 
 
 
 
 
 
 
$ 0.30 
 
 
 
 
 
 
 
 
Fair value of KDAC interest
 
 
 
 
 
 
 
$ 32 
 
 
 
 
 
 
 
 
Discontinued Operations Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operation classified as Held for Sale (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Discontinued Operations, Held-for-sale or Disposed of by Sale
Thermal Systems
Dec. 31, 2015
Discontinued Operations, Held-for-sale or Disposed of by Sale
Thermal Systems
SDAAC
Disposal Group, Including Discontinued Operation, Assets [Abstract]
 
 
 
 
Cash and cash equivalents
$ 0 
$ 64 
$ 44 
 
Accounts receivable, net
 
 
79 
 
Inventories, net
 
 
17 
 
Property, net
 
 
74 
 
Investments in affiliates
 
 
 
Intangible assets, net
 
 
 
Other assets
 
 
 
Total assets of the discontinued operations classified as held for sale
 
 
223 
 
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
 
 
 
 
Accounts payable
 
 
97 
 
Accrued liabilities
 
 
27 
 
Other liabilities
 
 
 
Total liabilities of the discontinued operations classified as held for sale
 
 
130 
 
Noncontrolling interest attributable to discontinued operations
 
 
 
$ 109 
Discontinued Operations Reconciliation of Major Classes of Profit or Loss of Discontinued Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Income from discontinued operations, net of tax
$ 0 
$ 298 
$ 108 
$ 223 
Income from discontinued operations attributable to Delphi
295 
105 
216 
Discontinued Operations, Held-for-sale or Disposed of by Sale |
Thermal Systems
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Net sales
382 
78 
755 
Cost of sales
345 
67 
688 
Selling, general and administrative
11 
22 
Amortization
Restructuring
Income from discontinued operations before income taxes and equity income
25 
42 
Income tax benefit (expense) on discontinued operations
(12)
(16)
Gain (loss) on divestiture of discontinued operations, net of tax
285 
104 
285 
Adjustment to prior period gain on divestiture, net of tax
(3)
Impairment loss
(88)
Income from discontinued operations, net of tax
298 
108 
223 
Income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to Delphi
295 
105 
216 
Income from discontinued operations before income taxes attributable to Delphi
307 
115 
231 
Discontinued Operations, Held-for-sale or Disposed of by Sale |
Thermal Systems |
SDAAC
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Income tax expense of discontinued operations attributable to noncontrolling interest
 
 
$ 0 
$ 1