DELPHI AUTOMOTIVE PLC, 10-Q filed on 4/30/2015
Quarterly Report
Document And Entity Information
3 Months Ended
Mar. 31, 2015
Apr. 24, 2015
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Mar. 31, 2015 
 
Document Fiscal Period Focus
Q1 
 
Document Fiscal Year Focus
2015 
 
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
 
288,737,844 
Consolidated Statements Of Operations (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]
 
 
 
 
 
 
 
Net sales
$ 3,797 
 
 
 
$ 3,897 
 
 
Operating expenses:
 
 
 
 
 
 
 
Cost of sales
3,056 
 
 
 
3,164 
 
 
Selling, general and administrative
255 
 
 
 
248 
 
 
Amortization
24 
 
 
 
24 
 
 
Restructuring
16 
 
 
 
21 
 
 
Total operating expenses
3,351 
 
 
 
3,457 
 
 
Operating income
446 
 
 
 
440 
 
 
Interest expense
(32)
 
 
 
(35)
 
 
Other income (expense), net
(54)
 
 
 
(17)
 
 
Income from continuing operations before income taxes and equity income
360 
 
 
 
388 
 
 
Income tax expense
(61)
 
 
 
(69)
 
 
Income from continuing operations before equity income
299 
 
 
 
319 
 
 
Equity income, net of tax
5 
 
 
 
7 
 
 
Income from continuing operations
304 
 
 
 
326 
 
 
Income (loss) from discontinued operations, net of tax
(75)
 
 
 
15 
 
 
Net income
229 
 
 
 
341 
 
 
Net income attributable to noncontrolling interest
20 
 
 
 
21 
 
 
Net income attributable to Delphi
209 
 
 
 
320 
 
 
Amounts attributable to Delphi:
 
 
 
 
 
 
 
Income from continuing operations
288 
 
 
 
310 
 
 
Income (loss) from discontinued operations
(79)
 
 
 
10 
 
 
Net income attributable to Delphi
$ 209 
 
 
 
$ 320 
 
 
Basic net income (loss) per share:
 
 
 
 
 
 
 
Income from Continuing Operations, per basic share
$ 0.99 
 
 
 
$ 1.02 
 
 
Income (loss) from Discontinued Operations, per basic share
$ (0.27)
 
 
 
$ 0.03 
 
 
Basic net income per share attributable to Delphi
$ 0.72 
 
 
 
$ 1.05 
 
 
Weighted average number of basic shares outstanding
290.90 
 
 
 
305.85 
 
 
Diluted net income (loss) per share:
 
 
 
 
 
 
 
Income from Continuing Operations, per diluted share
$ 0.99 
 
 
 
$ 1.01 
 
 
Income (loss) from Discontinued Operations, per diluted share
$ (0.27)
 
 
 
$ 0.03 
 
 
Diluted net income per share attributable to Delphi
$ 0.72 
 
 
 
$ 1.04 
 
 
Weighted average number of diluted shares outstanding
291.81 
 
 
 
306.89 
 
 
Cash dividends declared per share
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 1.00 
$ 0.68 
Consolidated Statements Of Comprehensive Income (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
Net income
$ 229 
$ 341 
Other comprehensive income (loss):
 
 
Currency translation adjustments
(234)
(14)
Net change in unrecognized gain (loss) on derivative instruments, net of tax
(4)
(33)
Employee benefit plans adjustment, net of tax
27 
1 
Other comprehensive income (loss)
(211)
(46)
Comprehensive income
18 
295 
Comprehensive income attributable to noncontrolling interests
18 
17 
Comprehensive income attributable to Delphi
$ 0 
$ 278 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Current assets:
 
 
Cash and cash equivalents
$ 558 
$ 859 
Restricted cash
1 
1 
Accounts receivable, net
2,677 
2,400 
Inventories (Note 3)
1,081 
1,013 
Other current assets (Note 4)
533 
567 
Current assets held for sale (Note 21)
837 
384 
Total current assets
5,687 
5,224 
Long-term assets:
 
 
Property, net
2,905 
3,021 
Investments in affiliates
101 
98 
Intangible assets, net (Note 2)
681 
728 
Goodwill (Note 2)
611 
656 
Other long-term assets (Note 4)
479 
508 
Long-term assets held for sale (Note 21)
0 
511 
Total long-term assets
4,777 
5,522 
Total assets
10,464 
10,746 
Current liabilities:
 
 
Short-term debt (Note 8)
44 
34 
Accounts payable
2,287 
2,278 
Accrued liabilities (Note 5)
1,081 
1,221 
Current liabilities held for sale (Note 21)
406 
356 
Total current liabilities
3,818 
3,889 
Long-term liabilities:
 
 
Long-term debt (Note 8)
2,673 
2,417 
Pension benefit obligations
926 
1,002 
Other long-term liabilities (Note 5)
384 
390 
Long-term liabilities held for sale (Note 21)
0 
35 
Total long-term liabilities
3,983 
3,844 
Total liabilities
7,801 
7,733 
Commitments and contingencies (Note 10)
   
   
Shareholders' equity:
 
 
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
0 
0 
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 289,533,912 and 291,619,411 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
3 
3 
Additional paid-in capital
1,642 
1,700 
Retained earnings
1,460 
1,548 
Accumulated other comprehensive (loss) income
(950)
(741)
Total Delphi shareholders' equity
2,155 
2,510 
Noncontrolling interest
508 
503 
Total shareholders' equity
2,663 
3,013 
Total liabilities and shareholders' equity
$ 10,464 
$ 10,746 
Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2015
Dec. 31, 2014
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
0 
0 
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
289,533,912 
291,619,411 
Consolidated Statements Of Cash Flows (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Cash flows from operating activities:
 
 
Net income
$ 229 
$ 341 
Income (loss) from discontinued operations, net of tax
(75)
15 
Income from continuing operations
304 
326 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation
104 
110 
Amortization
24 
24 
Amortization of deferred debt issuance costs
2 
2 
Restructuring expense, net of cash paid
(24)
(25)
Deferred income taxes
(1)
10 
Pension and other postretirement benefit expenses
20 
22 
Income from equity method investments, net of dividends received
(5)
(7)
Loss on extinguishment of debt
52 
34 
Loss (gain) on sale of assets
1 
2 
Share-based compensation
13 
13 
Changes in operating assets and liabilities:
 
 
Accounts receivable, net
(277)
(358)
Inventories
(68)
(127)
Other assets
43 
(26)
Accounts payable
105 
175 
Accrued and other long-term liabilities
(120)
(53)
Other, net
(33)
20 
Pension contributions
(19)
(24)
Net cash provided by operating activities from continuing operations
121 
118 
Net cash provided by operating activities from discontinued operations
14 
18 
Net cash provided by operating activities
135 
136 
Cash flows from investing activities:
 
 
Capital expenditures
(213)
(272)
Proceeds from sale of property / investments
0 
1 
(Increase) decrease in restricted cash
0 
(3)
Net cash used in investing activities from continuing operations
(213)
(274)
Net cash used in investing activities from discontinued operations
(37)
(26)
Net cash used in investing activities
(250)
(300)
Cash flows from financing activities:
 
 
Net proceeds (repayments) under other short- and long-term debt agreements
10 
3 
Repayments under long-term debt agreements
0 
(164)
Repayment of senior notes
(546)
(526)
Proceeds from issuance of senior notes, net of issuance costs
753 
691 
Dividend payments of consolidated affiliates to minority shareholders
(13)
(7)
Repurchase of ordinary shares
(240)
(153)
Distribution of cash dividends
(73)
(77)
Taxes withheld and paid on employees' restricted share awards
(58)
(8)
Net cash used in financing activities
(167)
(241)
Effect of exchange rate fluctuations on cash and cash equivalents
(21)
(6)
(Decrease) increase in cash and cash equivalents
(303)
(411)
Cash and cash equivalents at beginning of period
904 
1,389 
Cash and cash equivalents at end of period
601 
978 
Cash and cash equivalents of discontinued operations
43 
43 
Cash and cash equivalents of continuing operations
$ 558 
$ 935 
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, 2014
$ 3,013 
$ 3 
$ 1,700 
$ 1,548 
$ (741)
$ 2,510 
$ 503 
Balance, shares at Dec. 31, 2014
 
291,000,000 
 
 
 
 
 
Net income
229 
 
 
209 
 
209 
20 
Other comprehensive income (loss)
(211)
 
 
 
(209)
(209)
(2)
Dividends on ordinary shares
(73)
 
1 
(74)
 
(73)
0 
Dividend payments of consolidated affiliates to minority shareholders
(13)
 
 
 
 
 
(13)
Taxes witheld on employees' restricted share award vestings
(58)
 
(58)
 
 
(58)
 
Repurchase of ordinary shares
(240)
 
(17)
(223)
 
(240)
 
Share-based compensation, shares
2,000,000 
 
 
 
 
 
 
Share based compensation
14 
 
14 
 
 
14 
 
Repurchase of ordinary shares, shares
(3,233,146)
(3,000,000)
 
 
 
 
 
Excess tax benefits on share-based compensation
2 
 
2 
0 
0 
2 
0 
Balance at Mar. 31, 2015
$ 2,663 
$ 3 
$ 1,642 
$ 1,460 
$ (950)
$ 2,155 
$ 508 
Balance, shares at Mar. 31, 2015
 
290,000,000 
 
 
 
 
 
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 2014 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 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. 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.
During the three months ended March 31, 2014, Delphi received a dividend of $10 million from its equity method investment in Korea Delphi Automotive Systems Corporation ("KDAC"), a Korean unconsolidated joint venture which has been reclassified to discontinued operations in the first quarter of 2015, as further described in Note 21. Discontinued Operations. The dividend was recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities from discontinued operations. No dividends from equity method investments were received during the three months ended March 31, 2015.
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. Refer to Note 21. Discontinued Operations for further information regarding the Company's assets and liabilities held for sale.
Intangible assets—Intangible assets were $681 million and $728 million as of March 31, 2015 and December 31, 2014, 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, trade names and in-process research and development. Delphi does not amortize indefinite-lived in-process research and development, but tests 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 $24 million for the three months ended March 31, 2015 and $24 million for the three months ended March 31, 2014.
Goodwill—Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Delphi tests goodwill for impairment annually or more frequently when indications of potential impairment exist. Delphi 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 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 as of March 31, 2015. Goodwill was $611 million and $656 million as of March 31, 2015 and December 31, 2014, 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.
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. In the first quarter of 2015, Delphi entered into a definitive agreement for the sale of substantially all of the assets and liabilities of the Company's wholly-owned Thermal Systems business. The Company also committed to a plan to dispose of its interests in two joint ventures which 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 for all periods presented. Prior period information has been reclassified to present this business as a discontinued operation for all periods presented, and has therefore been excluded from both 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. These items had no impact on the amounts of previously reported net income attributable to Delphi or total shareholders' equity. 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.
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 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.
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 22% and 25% of our total net sales for the three months ended March 31, 2015 and 2014, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Three Months Ended March 31,
 
 
March 31,
2015
 
December 31,
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
14
%
 
16
%
 
 
$
361

 
$
301

VW
8
%
 
9
%
 
 
218

 
187

Retrospective changes—At March 31, 2015, the Company determined that its Thermal Systems business met the criteria to be classified as a discontinued operation. Prior period information has been reclassified to present this business as a discontinued operation for all periods presented, and has therefore been excluded from both 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.
Recently issued accounting pronouncements—In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pretax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for fiscal years beginning after December 15, 2014 and should be applied prospectively. Delphi adopted this guidance effective January 1, 2015, and has applied it to the Company’s discontinued operation classification of the Thermal Systems business, as further discussed in Note 21. Discontinued Operations.
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 guidance is currently effective for fiscal years beginning after December 15, 2016 (although in April 2015 the FASB proposed delaying the effective date of this guidance to 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 not permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ASC Topic 718, Compensation-Stock Compensation, as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Delphi adopted this guidance effective January 1, 2015, and it did not have a significant impact on Delphi's financial statements.
In April 2015, the FASB issued 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. The guidance is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements, other than the reclassification of deferred issuance costs in accordance with the new presentation requirements.
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:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Productive material
$
629

 
$
562

Work-in-process
86

 
104

Finished goods
366

 
347

Total
$
1,081

 
$
1,013

Assets
Assets
ASSETS
Other current assets consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Value added tax receivable
$
175

 
$
191

Deferred income taxes
168

 
171

Prepaid insurance and other expenses
54

 
59

Reimbursable engineering costs
48

 
55

Notes receivable
29

 
28

Income and other taxes receivable
27

 
34

Deposits to vendors
8

 
8

Derivative financial instruments (Note 14)
1

 
—

Other
23

 
21

Total
$
533

 
$
567


Other long-term assets consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Deferred income taxes
$
223

 
$
232

Debt issuance costs (Note 8)
38

 
42

Income and other taxes receivable
66

 
67

Reimbursable engineering costs
64

 
73

Value added tax receivable
24

 
28

Derivative financial instruments (Note 14)
1

 
—

Other
63

 
66

Total
$
479

 
$
508

Liabilities
Liabilities
LIABILITIES
Accrued liabilities consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Payroll-related obligations
$
242

 
$
243

Employee benefits, including current pension obligations
64

 
127

Income and other taxes payable
227

 
259

Warranty obligations (Note 6)
61

 
64

Restructuring (Note 7)
51

 
80

Customer deposits
31

 
34

Deferred income taxes
7

 
8

Derivative financial instruments (Note 14)
75

 
64

Accrued interest
9

 
30

Other
314

 
312

Total
$
1,081

 
$
1,221


Other long-term liabilities consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Environmental (Note 10)
$
4

 
$
4

Extended disability benefits
11

 
11

Warranty obligations (Note 6)
82

 
82

Restructuring (Note 7)
14

 
17

Payroll-related obligations
9

 
10

Accrued income taxes
28

 
29

Deferred income taxes
164

 
162

Derivative financial instruments (Note 14)
37

 
40

Other
35

 
35

Total
$
384

 
$
390

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 March 31, 2015. The estimated reasonably possible amount to ultimately resolve all matters are not materially different from the recorded reserves as of March 31, 2015.
The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2015:
 
Warranty Obligations
 
 
 
(in millions)
Accrual balance at beginning of period
$
146

Provision for estimated warranties incurred during the period
25

Provision for changes in estimate for pre-existing warranties
3

Settlements made during the period (in cash or in kind)
(24
)
Foreign currency translation and other
(7
)
Accrual balance at end of period
$
143

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 it relates 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 $16 million and $21 million during the three months ended March 31, 2015 and 2014, 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 $1 million of restructuring costs within discontinued operations related to the Thermal Systems business in the three months ended March 31, 2015 and 2014, 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 $40 million and $46 million in the three months ended March 31, 2015 and 2014, respectively.
The following table summarizes the restructuring charges recorded for the three months ended March 31, 2015 and 2014 by operating segment:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Electrical/Electronic Architecture
$
4

 
$
13

Powertrain Systems
6

 
2

Electronics and Safety
6

 
6

Total
$
16

 
$
21


The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2015:
 
Employee Termination Benefits Liability
 
Other Exit Costs Liability
 
Total
 
 
 
 
 
 
 
(in millions)
Accrual balance at January 1, 2015
$
95

 
$
2

 
$
97

Provision for estimated expenses incurred during the period
16

 
—

 
16

Payments made during the period
(40
)
 
—

 
(40
)
Foreign currency and other
(8
)
 
—

 
(8
)
Accrual balance at March 31, 2015
$
63

 
$
2

 
$
65

Debt
Debt
DEBT
The following is a summary of debt outstanding, net of discounts of approximately $6 million and $2 million related to the 2014 Senior Notes and 2015 Senior Notes, defined below, as of March 31, 2015 and December 31, 2014, respectively:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Accounts receivable factoring
$
—

 
$
—

6.125%, senior notes, due 2021
—

 
500

5.00%, senior notes, due 2023
800

 
800

4.15%, senior notes, due 2024
698

 
698

1.50%, Euro-denominated senior notes, due 2025
759

 
—

Tranche A Term Loan, due 2018
400

 
400

Capital leases and other
60

 
53

Total debt
2,717

 
2,451

Less: current portion
(44
)
 
(34
)
Long-term debt
$
2,673

 
$
2,417


Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi Corporation (the "Issuer") entered into a credit agreement with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent (the "Original Credit Agreement"), which provided for $3.0 billion in senior secured credit facilities consisting of term loans (as subsequently amended from time to time, the “Tranche A Term Loan” and the “Tranche B Term Loan,” respectively) and a revolving credit facility (as subsequently amended from time to time, the “Revolving Credit Facility”). The Original Credit Agreement was amended and restated on each of May 17, 2011 (the “May 2011 Credit Agreement”), September 14, 2012 (the “2012 Credit Agreement”) and March 1, 2013 (the Original Credit Agreement and each amendment and restatement of the Original Credit Agreement are individually and collectively referred to herein as the “Credit Agreement”). The May 2011 Credit Agreement, which was entered into simultaneously with the issuance of senior unsecured notes in the amount of $1 billion (as more fully described below), reduced the total size of the senior secured credit facilities to $2.4 billion. Under the 2012 Credit Agreement, the Company increased the Revolving Credit Facility to $1.3 billion and the Tranche A Term Loan to $574 million and used the incremental proceeds to pay a portion of the cost of acquiring MVL. On March 1, 2013, following an unsecured note issuance in February 2013 (as more fully described below), the Tranche B Term Loan was fully repaid, the Tranche A Term Loan was increased to $575 million, the Revolving Credit Facility was increased to $1.5 billion, and the terms of the Tranche A Term Loan and the Revolving Credit Facility were extended to March 1, 2018. Approximately $14 million in issuance costs were paid in conjunction with the March 2013 amendment. In conjunction with an unsecured note issuance in March 2014 (as more fully described below), Delphi repaid a portion of its indebtedness on the Tranche A Term Loan, which resulted in the recognition of a loss on debt extinguishment related to this repayment of approximately $1 million during the three months ended March 31, 2014.
Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $18 million are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At March 31, 2015, the Revolving Credit Facility was undrawn and Delphi had approximately $17 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 Delphi Corporation'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:
 
March 31, 2015
 
December 31, 2014
 
LIBOR plus
 
ABR plus
 
LIBOR plus
 
ABR plus
Revolving Credit Facility
1.00
%
 
0.25
%
 
1.00
%
 
0.25
%
Tranche A Term Loan
1.00
%
 
0.25
%
 
1.00
%
 
0.25
%

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), but payable no less than quarterly. The Issuer may elect to change the selected interest rate in accordance with the provisions of the Credit Agreement. As of March 31, 2015, the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, and the amounts outstanding, and rates effective as of March 31, 2015 were based on Delphi’s current credit rating and the Applicable Rate for the Credit Agreement:
 
 
 
Borrowings as of
 
 
 
 
 
March 31, 2015
 
Rates effective as of
 
LIBOR plus
 
(in millions)
 
March 31, 2015
Revolving Credit Facility
1.00
%
 
$
—

 
—
%
Tranche A Term Loan
1.00
%
 
400

 
1.1875
%
The Issuer was obligated to make quarterly principal payments throughout the term of the Tranche A Term Loan according to the amortization schedule in the Credit Agreement. In conjunction with the partial repayment of the Tranche A Term Loan during the three months ended March 31, 2014, all principal payment obligations 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 March 31, 2015.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur additional indebtedness or liens, to dispose of 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 March 31, 2015. In the first quarter of 2014, the Company 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. Such covenants and prepayment obligations are required to be reinstated if the applicable credit rating criteria are no longer satisfied.
As of March 31, 2015, 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.
Prior to the first quarter of 2014, certain of Delphi Automotive PLC's direct and indirect subsidiaries, which are directly or indirectly 100% owned by Delphi Automotive PLC, fully and unconditionally guaranteed all obligations under the Credit Agreement. In addition, all obligations under the Credit Agreement, including the guaranties of those obligations, were originally secured by certain assets of Delphi Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi Corporation’s direct and indirect parent companies. All guarantees of Delphi Corporation's subsidiaries and all then-existing security interests were released during the first quarter of 2014 when the Company satisfied certain credit-rating related and other conditions under the terms of the Credit Agreement. 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.
Senior 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”). Delphi paid approximately $23 million of debt issuance costs in connection with the 2011 Senior Notes. The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the Original 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 Senior Notes, as defined below. As a result of the redemptions of the 2011 Senior Notes, Delphi recognized losses on debt extinguishment of approximately $52 million during the three months ended March 31, 2015 and $33 million during the three months ended March 31, 2014.
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 Senior Notes”) in a transaction registered under the Securities Act. The 2015 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 will also be used to fund future growth initiatives, such as acquisitions, and share repurchases. Delphi incurred approximately $5 million of issuance costs in connection with the 2015 Senior Notes. Interest is payable annually on March 10. The Company has designated the 2015 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.
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 March 31, 2015, 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 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.
Other Financing
Receivable factoring—Various accounts receivable factoring facilities are maintained in Europe and are accounted for as short-term debt. These uncommitted factoring facilities are available through various financial institutions. Delphi also maintains a €350 million committed European accounts receivable factoring facility, with borrowings being subject to the availability of eligible accounts receivable. No amounts were outstanding under these European accounts receivable factoring facilities as of March 31, 2015 and December 31, 2014.
In the first quarter of 2015, the Company entered into arrangements with various financial institutions to sell eligible trade receivables from certain aftermarket customers in North America. These arrangements have original terms of one year and may be renewed annually. The receivables under these arrangements are sold without recourse to the Company and are therefore accounted for as true sales. During the three months ended March 31, 2015, $27 million of receivables were sold under these arrangements, and expenses of less than $1 million were recognized within Interest expense.
Capital leases and other—As of March 31, 2015 and December 31, 2014, approximately $60 million and approximately $53 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 amounts outstanding totaled $50 million and $37 million for the three months ended March 31, 2015 and 2014, 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 months ended March 31, 2015 and 2014:
 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
15

 
$
14

 
$
—

 
$
—

Interest cost
21

 
24

 
—

 
—

Expected return on plan assets
(20
)
 
(19
)
 
—

 
—

Amortization of actuarial losses
4

 
2

 
—

 
—

Net periodic benefit cost
$
20

 
$
21

 
$
—

 
$
—


Other postretirement benefit obligations were approximately $3 million and $3 million at March 31, 2015 and December 31, 2014, respectively.
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.
GM Ignition Switch Recall
In the first quarter of 2014, GM, Delphi’s largest customer, initiated a product recall related to ignition switches. Delphi received requests for information from, and cooperated with, various government agencies related to this ignition switch recall. In addition, Delphi was initially named as a co-defendant along with GM (and in certain cases other parties) in class action and product liability lawsuits related to this matter. During the second quarter of 2014, all of the class action cases were transferred to the United States District Court for the Southern District of New York (the “District Court”) for coordinated pretrial proceedings. Two consolidated amended class action complaints were filed in the District Court during the fourth quarter of 2014. Delphi was not named as a defendant in either complaint. An additional class action complaint, brought outside of the consolidated class actions mentioned above, named Delphi as a defendant. Delphi believes the allegations contained in this additional class action are without merit, and intends to vigorously defend against them. Although no assurances can be made as to the ultimate outcome of these or any other future claims, Delphi does not believe a loss is probable and, accordingly, no reserve has been made as of March 31, 2015.
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 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 March 31, 2015 to be substantially below the $7.2 billion threshold, and intends to vigorously contest the allegations set forth in the complaint. Both sides have filed motions for summary judgment, with a hearing date scheduled for June 2015 on these summary judgment motions. This contingency is not considered probable of occurring as of March 31, 2015 and accordingly, no reserve has been recorded.
Brazil Matters
Delphi conducts significant 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 March 31, 2015, 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 March 31, 2015, claims totaling approximately $155 million (using March 31, 2015 foreign currency rates) have been asserted against Delphi in Brazil. As of March 31, 2015, the Company maintains accruals for these asserted claims of $27 million (using March 31, 2015 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.
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 March 31, 2015 and December 31, 2014, the undiscounted reserve for environmental investigation and remediation was approximately $5 million (of which $1 million was recorded in accrued liabilities and $4 million was recorded in other long-term liabilities) and $5 million (of which $1 million was recorded in accrued liabilities and $4 million was recorded in other long-term liabilities), respectively. Additionally, approximately $16 million and $16 million as of March 31, 2015 and December 31, 2014, respectively, of undiscounted reserve for environmental investigation and remediation attributable to discontinued operations was 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 March 31, 2015, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.
Other Matters
In 2014, Delphi identified payments made by certain manufacturing facility employees in China, which were immaterial in amount, that may have violated certain provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”). Under the oversight of Delphi’s Audit Committee of the Board of Directors, Delphi engaged in a review of these matters with outside counsel and forensic auditors, and evaluated existing controls and compliance policies and procedures. Delphi completed additional compliance audits, undertook additional compliance training to reinforce its existing compliance programs and took appropriate action to strengthen its internal controls. Violations of the FCPA could result in criminal and/or civil liabilities and other forms of penalties or sanctions. Delphi has voluntarily disclosed these matters to the U.S. Department of Justice and the SEC, and has cooperated fully with these agencies. Although Delphi does not expect any significant adverse impact on the Company, there can be no assurance as to the ultimate outcome of these matters at this time.
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 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 months ended March 31, 2015 and 2014 were as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(dollars in millions)
Income tax expense
$
61

 
$
69

Effective tax rate
17
%
 
18
%

The Company’s effective tax rate from continuing operations was impacted by favorable geographic income mix in 2015 as compared to 2014, primarily due to changes in the underlying operations of the business as well as tax planning initiatives, and the resulting favorable impact on foreign tax credits. The Company’s effective tax rate from continuing operations was also impacted by the tax expense (benefit) associated with unusual or infrequent items for the respective interim period as illustrated in the following table:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Other change in tax reserves (1)
$
1

 
$
(3
)
Other adjustments (2)
—

 
(1
)
Income tax expense (benefit) associated with unusual or infrequent items
$
1

 
$
(4
)

(1)
For the three months ended March 31, 2015 and March 31, 2014, the tax expense and benefits, respectively, primarily relate to adjustments in tax reserves which were individually insignificant.
(2)
For the three months ended March 31, 2014, the tax benefits primarily relate to provision to return adjustments and other items which were individually insignificant.
Delphi Automotive PLC is a U.K. resident taxpayer and, we believe, 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 $65 million and $71 million for the three months ended March 31, 2015 and 2014 respectively, including amounts attributable to discontinued operations.
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 applies 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 is treated as a domestic corporation for U.S. federal income tax purposes, the Company expects that, although Delphi Automotive PLC is incorporated under the laws of Jersey and a tax resident in the U.K., it would also be treated as a domestic corporation for U.S. federal income tax purposes.
Delphi Automotive LLP filed U.S. federal partnership tax returns for 2009, 2010, and 2011. The IRS’s NOPA asserts that Section 7874(b) applies to Delphi Automotive LLP’s acquisition of certain assets pursuant to the Bankruptcy Plan, and consequently, Delphi Automotive LLP should be treated as a domestic corporation for U.S. federal income tax purposes. Notwithstanding the issuance of the NOPA, we continue to believe, after consultation with counsel, that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. federal income tax purposes. We intend to vigorously contest the conclusions reached in the NOPA through the IRS’s administrative appeals process, and, if we are unable to reach a satisfactory resolution with the IRS, through litigation. Accordingly, we will continue to prepare and file our financial statements on the basis that neither Delphi Automotive LLP nor Delphi Automotive PLC is a domestic corporation for U.S. federal income tax purposes. We have not recorded any adjustments with respect to this matter, nor have we recorded any adjustments in connection with receiving the NOPA. However, while we believe that we should prevail, no assurance can be given that we will be able to reach a satisfactory resolution with the IRS or that, if we were to litigate, a court will agree with our position. Further, the ultimate resolution of this issue could take significant time and resources.
If these entities are treated as domestic corporations for U.S. federal income tax purposes, the Company will be 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. This could have a material adverse impact on our income tax liability in the future. However, the Company may also benefit from deducting certain expenses that are currently not deducted in the U.S. As a U.S. company, any dividends we pay to non-U.S. shareholders could also be subject to U.S. federal income tax withholding at a rate of 30% (unless reduced or eliminated by an income tax treaty), and it is possible that tax may be withheld on such dividends in certain circumstances even before a final determination has been made with respect to the Company's U.S. income tax status. In addition, we could be liable for the failure by Delphi Automotive LLP to withhold U.S. federal income taxes on distributions to its non-U.S. members for periods beginning on or after the Acquisition Date. If we are unsuccessful in contesting the IRS’s assertion, we expect any unfavorable final outcome to adversely impact our tax position, most significantly in future periods, by increasing our annual effective tax rate to approximately 20% to 22%. For the three months ended March 31, 2015, our effective tax rate was 17%. Although the outcome currently remains uncertain, the Company continues to maintain its position that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. tax purposes. Accordingly, no adjustment for this matter has been recorded as of March 31, 2015.
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 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 March 31,
 
2015
 
2014
 
 
 
 
 
(in millions, except per share data)
Numerator:
 
 
 
Income from continuing operations
$
288

 
$
310

(Loss) income from discontinued operations
(79
)
 
10

Net income attributable to Delphi
$
209

 
$
320

Denominator:
 
 
 
Weighted average ordinary shares outstanding, basic
290.90

 
305.85

Dilutive shares related to restricted stock units ("RSUs")
0.91

 
1.04

Weighted average ordinary shares outstanding, including dilutive shares
291.81

 
306.89

 
 
 
 
Basic net income (loss) per share:
 
 
 
Continuing operations
$
0.99

 
$
1.02

Discontinued operations
(0.27
)
 
0.03

Basic net income per share attributable to Delphi
$
0.72

 
$
1.05

Diluted net income (loss) per share:
 
 
 
Continuing operations
$
0.99

 
$
1.01

Discontinued operations
(0.27
)
 
0.03

Diluted net income per share attributable to Delphi
$
0.72

 
$
1.04

Anti-dilutive securities share impact
—

 
—


Share Repurchase Program
In January 2014, the Board of Directors authorized a share repurchase program of up to $1 billion of ordinary shares, which was completed in March 2015. In January 2015, 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 commenced following the completion of the Company's January 2014 share repurchase program in March 2015.
A summary of the ordinary shares repurchased during the three months ended March 31, 2015 and 2014 is as follows:
 
Three Months Ended March 31,
 
2015
 
2014
Total number of shares repurchased
3,233,146

 
2,376,391

Average price paid per share
$
74.17

 
$
66.14

Total (in millions)
$
240

 
$
157


As of March 31, 2015, approximately $1,426 million of share repurchases remained available under the January 2015 share repurchase program. During the period from April 1, 2015 to April 29, 2015, the Company repurchased an additional $80 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a result, approximately $1,346 million of share repurchases remain 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.
Dividends
On February 26, 2013, the Board of Directors approved the initiation of dividend payments on the Company's ordinary shares. In January 2014, the Board of Directors increased the annual dividend rate from $0.68 to $1.00 per ordinary share. The Company has declared and paid cash dividends per common share during the periods presented as follows:
 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2015:
 
 
 
First quarter
$
0.25

 
$
73

Total
$
0.25

 
$
73

2014:
 
 
 
Fourth quarter
$
0.25

 
$
73

Third quarter
0.25

 
75

Second quarter
0.25

 
76

First quarter
0.25

 
77

Total
$
1.00

 
$
301


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 March 31, 2015 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 months ended March 31, 2015 and 2014 are shown below. Other comprehensive income includes activity relating to discontinued operations.
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Foreign currency translation adjustments:
 
 
 
Balance at beginning of period
$
(333
)
 
$
(17
)
Aggregate adjustment for the period
(232
)
 
(10
)
Balance at end of period
(565
)
 
(27
)
 
 
 
 
Gains (losses) on derivatives:
 
 
 
Balance at beginning of period
(78
)
 
2

Other comprehensive income before reclassifications (net tax effect of $6 million and $7 million)
(23
)
 
(34
)
Reclassification to income (net tax effect of $5 million and $1 million)
19

 
1

Balance at end of period
(82
)
 
(31
)
 
 
 
 
Pension and postretirement plans:
 
 
 
Balance at beginning of period
(330
)
 
(222
)
Other comprehensive income before reclassifications (net tax effect of $4 million and $0 million)
24

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

 
2

Balance at end of period
(303
)
 
(221
)
 
 
 
 
Accumulated other comprehensive loss, end of period
$
(950
)
 
$
(279
)
Reclassifications from accumulated other comprehensive income to income for the three months ended March 31, 2015 and 2014 were as follows:
Reclassification out of Accumulated Other Comprehensive Income
 
 
Three Months Ended
 
 
Details About Accumulated Other Comprehensive Income Components
 
March 31,
2015
 
March 31,
2014
 
Affected Line Item in the Statement of Operations
 
 
 
 
 
 
 
 
 
(in millions)
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
Commodity derivatives
 
$
(10
)
 
$
(4
)
 
Cost of sales
Foreign currency derivatives
 
(14
)
 
2

 
Cost of sales
Foreign currency derivatives
 
—

 
2

 
Other income
 
 
(24
)
 
—

 
Income before income taxes
 
 
5

 
(1
)
 
Income tax expense
 
 
(19
)
 
(1
)
 
Net income
 
 
—

 
—

 
Net income attributable to noncontrolling interest
 
 
$
(19
)
 
$
(1
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
Actuarial gains/(losses)
 
$
(4
)
 
$
(2
)
 
(1)
 
 
(4
)
 
(2
)
 
Income before income taxes
 
 
1

 
—

 
Income tax expense
 
 
(3
)
 
(2
)
 
Net income
 
 
—

 
—

 
Net income attributable to noncontrolling interest
 
 
$
(3
)
 
$
(2
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(22
)
 
$
(3
)
 
 
(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
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 March 31, 2015, Delphi has entered into derivative instruments to hedge cash flows extending out to June 2017.
Additionally, in the first quarter of 2015, the Company has designated the €700 million Euro-denominated 2015 Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to the high degree of effectiveness between the hedging instrument and the exposure being hedged, fluctuations in the value of the Euro-denominated debt due to exchange rate changes are recognized in Cumulative translation adjustment within Other comprehensive income to offset changes in the value of the net investment of these Euro-denominated operations.
As of March 31, 2015, the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures:
Commodity
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in thousands)
 
(in millions)
Copper
111,038

 
pounds
 
$
300

Primary Aluminum
18,069

 
pounds
 
15

Foreign Currency
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in millions)
Mexican Peso
11,790

 
MXN
 
$
775

Polish Zloty
310

 
PLN
 
80

Chinese Yuan Renminbi
506

 
CNY
 
80

New Turkish Lira
183

 
TRY
 
70

Hungarian Forint
18,719

 
HUF
 
70

Brazilian Real
108

 
BRL
 
35


The Company had additional commodity and foreign currency forward contracts with notional amounts that individually amounted to less than $10 million.
Additionally, during the three months ended March 31, 2014, Delphi entered into and settled treasury rate lock agreements which were designated as cash flow hedges in anticipation of issuing the 2014 Senior Notes, as further discussed in Note 8. Debt. The impacts of these agreements and the related amount of hedge ineffectiveness were not material.
The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2015 and December 31, 2014 are as follows:
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
March 31,
2015
 
Balance Sheet Location
 
March 31,
2015
 
March 31,
2015
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$
—

 
Accrued liabilities
 
$
22

 
 
Foreign currency derivatives*
Other current assets
 
1

 
Other current assets
 
—

 
1

Foreign currency derivatives*
Accrued liabilities
 
9

 
Accrued liabilities
 
62

 
(53
)
Commodity derivatives
Other long-term assets
 
—

 
Other long-term liabilities
 
9

 
 
Foreign currency derivatives*
Other long-term assets
 
2

 
Other long-term assets
 
1

 
1

Foreign currency derivatives*
Other long-term liabilities
 
7

 
Other long-term liabilities
 
35

 
(28
)
Total
 
 
$
19

 
 
 
$
129

 
 
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31,
2014
 
Balance Sheet Location
 
December 31,
2014
 
December 31,
2014
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$
—

 
Accrued liabilities
 
$
19

 
 
Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
48

 
(45
)
Commodity derivatives
Other long-term assets
 
—

 
Other long-term liabilities
 
8

 
 
Foreign currency derivatives*
Other long-term liabilities
 
2

 
Other long-term liabilities
 
34

 
(32
)
Total
 
 
$
5

 
 
 
$
109

 
 
Derivatives not designated:
Foreign currency derivatives*
Accrued liabilities
 
$
1

 
Accrued liabilities
 
$
1

 
—

Total
 
 
$
1

 
 
 
$
1

 
 
* 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 March 31, 2015 and December 31, 2014.
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 March 31, 2015 is as follows:
Three Months Ended March 31, 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)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(14
)
 
$
(10
)
 
$
—

Foreign currency derivatives
(18
)
 
(14
)
 
—

Total
$
(32
)
 
$
(24
)
 
$
—

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

Foreign currency derivatives
(1
)
Total
$
(1
)

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 March 31, 2014 is as follows:
Three Months Ended March 31, 2014
Loss Recognized in OCI (Effective Portion)
 
(Loss) Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(25
)
 
$
(4
)
 
$
—

Foreign currency derivatives
(16
)
 
4

 
—

Total
$
(41
)
 
$
—

 
$
—

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

Foreign currency derivatives
1

Total
$
1


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 months ended March 31, 2015 and 2014. The gain or loss recognized in income for non-designated derivative instruments was recorded in other income, net and cost of sales for the three months ended March 31, 2015 and 2014.
Gains and losses on derivatives qualifying as cash flow hedges are recorded in 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 March 31, 2015 were approximately $111 million (approximately $82 million net of tax). Of this total, approximately $74 million of losses are expected to be included in cost of sales within the next 12 months and $37 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 months ended March 31, 2015 and 2014, respectively.
Changes in the value of the Euro-denominated debt designated as a net investment hedge are recorded in Cumulative translation adjustment within OCI to offset changes in the value of the net investment in Euro-denominated operations. During the three months ended March 31, 2015, $2 million of losses were recognized in OCI. Gains or losses on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment, and there were no amounts reclassified or recognized for ineffectiveness in the three months ended March 31, 2015. Cumulative losses included in accumulated OCI on the net investment hedge as of March 31, 2015 were approximately $2 million due to the strengthening of the Euro relative to the U.S. dollar over the term of this arrangement.
Fair Value Of Financial Instruments
Fair Value of Financial Instruments
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements on a Recurring Basis
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 March 31, 2015 and December 31, 2014, Delphi was in a net derivative liability position of $110 million and $104 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates and because Delphi’s exposures were to counterparties with investment grade credit ratings.
As described in Note 17. Acquisitions and Divestitures, as of March 31, 2015, additional contingent consideration may be earned as a result of Delphi's acquisition agreement for Antaya. The measurement of the liability for this 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 Antaya and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the forecast of Antaya's future earnings or as a result of actual earnings levels achieved. The liability was classified within Other long-term liabilities in the consolidated balance sheet at March 31, 2015 and December 31, 2014. Adjustments to this liability for interest accretion are recognized in Interest expense, and any other changes in the fair value of this liability will be recognized within Other income (expense) in the consolidated statement of operations.
As of March 31, 2015 and December 31, 2014, 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 March 31, 2015:
 
Commodity derivatives
$
—

 
$
—

 
$
—

 
$
—

Foreign currency derivatives
2

 
—

 
2

 
—

Total
$
2

 
$
—

 
$
2

 
$
—

As of December 31, 2014:
 
 
 
 
 
 
 
Commodity derivatives
$
—

 
$
—

 
$
—

 
$
—

Foreign currency derivatives
—

 
—

 
—

 
—

Total
$
—

 
$
—

 
$
—

 
$
—


As of March 31, 2015 and December 31, 2014, 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 March 31, 2015:
 
Commodity derivatives
$
30

 
$
—

 
$
30

 
$
—

Foreign currency derivatives
82

 
—

 
82

 
—

Contingent consideration
12

 
—

 
—

 
12

Total
$
124

 
$
—

 
$
112

 
$
12

As of December 31, 2014:
 
 
 
 
 
 
 
Commodity derivatives
$
27

 
$
—

 
$
27

 
$
—

Foreign currency derivatives
77

 
—

 
77

 
—

Contingent consideration
11

 
—

 
—

 
11

Total
$
115

 
$
—

 
$
104

 
$
11


The changes in the contingent consideration liability classified as a Level 3 measurement were as follows:
 
March 31,
2015
 
 
 
(in millions)
Fair value at beginning of period
$
11

Additions
—

Payments
—

Interest accretion
1

Fair value at end of period
$
12


Financial Instruments
Delphi’s non-derivative financial instruments include debt, which consists of its accounts receivable factoring arrangements, capital leases and other debt issued by Delphi’s non-U.S. subsidiaries, the Tranche A Term Loan, the 2013 Senior Notes, the 2014 Senior Notes and the 2015 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 March 31, 2015 and December 31, 2014, total debt was recorded at $2,717 million and $2,451 million, respectively, and had estimated fair values of $2,810 million and $2,567 million, respectively. For all other financial instruments recorded at March 31, 2015 and December 31, 2014, 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, 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 months ended March 31, 2015, Delphi recorded non-cash asset impairment charges of $2 million in cost of sales related to declines in the fair values of certain fixed assets. No impairment charges were recorded during the three months ended March 31, 2014. 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. As such, 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 Loss from discontinued operations in the three months ended March 31, 2015 based on the evaluation and estimate of the fair value of the Company's interest in KDAC of approximately $32 million, determined primarily based on the status of recent discussions with a third party and based on a non-binding offer from that potential buyer, in relation to the carrying value of this interest.
Other Income, Net
Other Income, Net
OTHER INCOME, NET
Other income (expense), net included:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Interest income
$
1

 
$
2

Loss on extinguishment of debt
(52
)
 
(34
)
Gain on insurance recovery
—

 
14

Other, net
(3
)
 
1

Other expense, net
$
(54
)
 
$
(17
)

As further discussed in Note 8. Debt, during the three months ended March 31, 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.
During the three months ended March 31, 2014 Delphi redeemed for cash the entire aggregate principal amount outstanding of the 5.875% Senior Notes and repaid a portion of its indebtedness on the Tranche A Term Loan, resulting in a loss on extinguishment of debt of approximately $34 million. Additionally, during the three months ended March 31, 2014, Delphi reached a final settlement with its insurance carrier related to a business interruption insurance claim, and received proceeds from this settlement of approximately $14 million, net of related costs and expenses.
Acquisitions And Divestitures
Acquisitions and Divestitures
ACQUISITIONS AND DIVESTITURES
Sale of Thermal Systems Business
In February 2015, the Company entered into a definitive agreement for the sale of substantially all of the assets and liabilities of the Company's wholly-owned Thermal Systems business. The Company also committed to a plan to dispose of its interests in two joint ventures which were previously reported within the Thermal Systems segment. Accordingly, the Company has determined that the Thermal Systems business met the criteria to be classified as a discontinued operation as of March 31, 2015. Refer to Note 21. Discontinued Operations for further disclosure related to the Company's discontinued operations and the related assets and liabilities classified as held for sale as of March 31, 2015.
Acquisition of Antaya Technologies Corporation
On October 31, 2014, the Company acquired 100% of the share capital of Antaya Technologies Corporation (“Antaya”), a leading manufacturer of on-glass connectors to the global automotive industry for approximately $151 million. Antaya has a global footprint with locations in Asia, Europe and North America. The Company paid $140 million at closing, with an additional cash payment of up to $40 million due upon the achievement of certain financial performance metrics over a 3-year period ending October 31, 2017. The range of the undiscounted amounts the Company could be required to pay for this earn-out payment is between $0 and $40 million. The liability for this 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. Any future changes to the fair value of the contingent consideration will be determined each period and recorded to Other income (expense), net in the consolidated statement of operations. As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $11 million. The results of operations of Antaya are reported within the Electrical/Electronic Architecture 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 fourth quarter of 2014. The purchase price and related allocation were finalized in the three months ended March 31, 2015, and resulted in no adjustments from the amounts disclosed as of December 31, 2014. The final purchase price and related allocation are shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
140

Purchase price, fair value of contingent consideration
11

Total purchase price
$
151

 
 
Definite-lived intangible assets
$
75

Other assets purchased and liabilities assumed, net
(17
)
Identifiable net assets acquired
58

Goodwill resulting from purchase
93

Total purchase price allocation
$
151


Intangible assets include amounts recognized for the fair value of customer-based and technology-related assets, and will be amortized over their useful lives of approximately 14 years. The fair value of these assets was generally estimated utilizing income and market approaches. The Company acquired Antaya utilizing cash on hand.
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 are presented.
Acquisition of Unwired Holdings, Inc.
On October 1, 2014, Delphi acquired 100% of the equity interests of Unwired Holdings, Inc., ("Unwired"), a media connectivity module supplier to the global automotive industry, for $190 million, net of approximately $19 million for acquired cash, excess net working capital and certain tax benefits, which are subject to certain post-closing adjustments. The results of operations of Unwired are reported within the Electrical/Electronic Architecture 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 fourth quarter of 2014. Minor adjustments were recorded in the first quarter of 2015 to goodwill and other assets purchased and liabilities assumed, from the amounts disclosed as of December 31, 2014. These adjustments were not significant for any period presented after the acquisition date. The preliminary purchase price and related allocation to the acquired net assets of Unwired based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
190

Purchase price, acquired cash, excess net working capital and certain tax benefits
19

Total purchase price
$
209

 
 
Definite-lived intangible assets
$
63

Other assets purchased and liabilities assumed, net
19

Identifiable net assets acquired
82

Goodwill resulting from purchase
127

Total purchase price allocation
$
209


The acquired other intangible assets include both developed technology and customer relationships, and will be amortized over their estimated useful lives of approximately 10 years. The fair value of these assets was generally estimated utilizing income and market approaches. The Company acquired Unwired utilizing cash on hand.
The purchase price and related allocation 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 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 are presented.
Exit of Argentina Electrical Wiring Business
In April 2015, Delphi completed the exit of its Electrical Wiring business located in Argentina, which was previously reported in the Electrical/Electronic Architecture segment. Delphi will recognize a loss on the disposal of this business of approximately $14 million in the second quarter of 2015, which includes a cash payment by Delphi to the buyer of approximately $7 million. The results of operations of this business, including the loss on disposal, were not significant to the consolidated financial statements for any period presented, and the disposal did not meet the discontinued operations criteria.
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 2015 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. Amounts disclosed within this note include amounts attributable to the Company's discontinued operations, unless otherwise noted.
Board of Director Awards
On April 3, 2014, Delphi granted 24,144 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 3, 2014. The RSUs vested on April 22, 2015, and 24,482 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. 2,673 ordinary shares were withheld to cover the minimum U.K. withholding taxes.
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 will vest on April 27, 2016, the day before the 2016 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
2013 - 2015 Grants
 
 
2012 Grant
Average return on net assets (1)
50%
 
 
50%
Cumulative net income
N/A
 
 
30%
Cumulative earnings per share (2)
30%
 
 
N/A
Relative total shareholder return (3)
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
 
Time-Based Award Vesting Dates
 
Performance-Based Award Vesting Date
 
 
(in millions)
 
 
 
 
February 2012
 
1.88

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

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

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

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

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.
In February 2014, under the time-based vesting terms of the 2012 and 2013 grants, 365,930 ordinary shares were issued to Delphi executives at a fair value of $23 million, of which 131,913 ordinary shares were withheld to cover minimum withholding taxes.
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.
The grant date fair value of the RSUs is determined based on 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. Based on the target number of awards issued for the February 2015, 2014 and 2013 grants, the fair value at grant date was estimated to be approximately $76 million, $53 million and $60 million, respectively.
A summary of activity, including award grants, vesting and forfeitures is provided below:
 
RSUs
 
Weighted Average Grant
Date Fair Value
 
(in thousands)
 
 
Nonvested, January 1, 2015
2,274

 
$
50.38

Granted
902

 
84.31

Vested
(526
)
 
39.92

Forfeited
(57
)
 
55.91

Nonvested, March 31, 2015
2,593

 
64.19


Delphi recognized compensation expense of $14 million ($11 million, net of tax) and $14 million ($11 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended March 31, 2015 and 2014, 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 March 31, 2015, unrecognized compensation expense on a pretax basis of approximately $134 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the three months ended March 31, 2015 and 2014, respectively, approximately $58 million and $8 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, 2014 Senior Notes and, prior to their redemption, the 2011 Senior Notes, are fully and unconditionally guaranteed by Delphi Automotive PLC and certain of Delphi Automotive PLC's direct and indirect subsidiary companies, which are directly or indirectly 100% owned by Delphi Automotive PLC (the “Subsidiary Guarantors”), on a joint and several basis, subject to customary release provisions (other than in the case of Delphi Automotive PLC). All other consolidated direct and indirect subsidiaries of Delphi Automotive PLC are not subject to the guarantees (“Non-Guarantor Subsidiaries”).
Notes Issued by the Parent
In March 2015, Delphi Automotive PLC issued the 2015 Senior Notes in a transaction registered under the Securities Act. The 2015 Senior Notes are fully and unconditionally guaranteed on a joint and several basis, subject to customary release provisions, by certain of Delphi Automotive PLC's direct and indirect subsidiary companies (the “Subsidiary Guarantors”), and Delphi Corporation, each of which are directly or indirectly 100% owned by Delphi Automotive PLC. All other consolidated direct and indirect subsidiaries of Delphi Automotive PLC are not subject to the guarantee (“Non-Guarantor Subsidiaries”).
In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions.
The historical presentation of certain intercompany accounts and activity within the supplemental guarantor condensed consolidating financial statements has been revised to be consistent with the presentation as of March 31, 2015.
Statement of Operations Three Months Ended March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net sales
$
—

 
$
—

 
$
—

 
$
3,797

 
$
—

 
$
3,797

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
—

 
—

 
—

 
3,056

 
—

 
3,056

Selling, general and administrative
(18
)
 
—

 
—

 
273

 
—

 
255

Amortization
—

 
—

 
—

 
24

 
—

 
24

Restructuring
—

 
—

 
—

 
16

 
—

 
16

Total operating expenses
(18
)
 
—

 
—

 
3,369

 
—

 
3,351

Operating income
18

 
—

 
—

 
428

 
—

 
446

Interest (expense) income
(20
)
 
(6
)
 
(45
)
 
(30
)
 
69

 
(32
)
Other income (expense), net
—

 
15

 
(26
)
 
26

 
(69
)
 
(54
)
(Loss) income from continuing operations before income taxes and equity income
(2
)
 
9

 
(71
)
 
424

 
—

 
360

Income tax benefit (expense)
—

 
—

 
26

 
(87
)
 
—

 
(61
)
(Loss) income from continuing operations before equity income
(2
)
 
9

 
(45
)
 
337

 
—

 
299

Equity in net income of affiliates
—

 
—

 
—

 
5

 
—

 
5

Equity in net income (loss) of subsidiaries
211

 
202

 
79

 
—

 
(492
)
 
—

Income from continuing operations
209

 
211

 
34

 
342

 
(492
)
 
304

Loss from discontinued operations, net of tax
—

 
—

 
—

 
(75
)
 
—

 
(75
)
Net income (loss)
209

 
211

 
34

 
267

 
(492
)
 
229

Net income attributable to noncontrolling interest
—

 
—

 
—

 
20

 
—

 
20

Net income (loss) attributable to Delphi
$
209

 
$
211

 
$
34

 
$
247

 
$
(492
)
 
$
209



Statement of Operations Three Months Ended March 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net sales
$
—

 
$
—

 
$
—

 
$
3,897

 
$
—

 
$
3,897

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
—

 
—

 
—

 
3,164

 
—

 
3,164

Selling, general and administrative
5

 
—

 
—

 
243

 
—

 
248

Amortization
—

 
—

 
—

 
24

 
—

 
24

Restructuring
—

 
—

 
—

 
21

 
—

 
21

Total operating expenses
5

 
—

 
—

 
3,452

 
—

 
3,457

Operating (loss) income
(5
)
 
—

 
—

 
445

 
—

 
440

Interest (expense) income
(4
)
 
(6
)
 
(47
)
 
(18
)
 
40

 
(35
)
Other income (expense), net
—

 
15

 
(19
)
 
27

 
(40
)
 
(17
)
(Loss) income from continuing operations before income taxes and equity income
(9
)
 
9

 
(66
)
 
454

 
—

 
388

Income tax benefit (expense)
—

 
—

 
24

 
(93
)
 
—

 
(69
)
(Loss) income from continuing operations before equity income
(9
)
 
9

 
(42
)
 
361

 
—

 
319

Equity in net income of affiliates
—

 
—

 
—

 
7

 
—

 
7

Equity in net income (loss) of subsidiaries
329

 
320

 
70

 
—

 
(719
)
 
—

Income from continuing operations
320

 
329

 
28

 
368

 
(719
)
 
326

Income from discontinued operations, net of tax
—

 
—

 
—

 
15

 
—

 
15

Net income (loss)
320

 
329

 
28

 
383

 
(719
)
 
341

Net income attributable to noncontrolling interest
—

 
—

 
—

 
21

 
—

 
21

Net income (loss) attributable to Delphi
$
320

 
$
329

 
$
28

 
$
362

 
$
(719
)
 
$
320

Statement of Comprehensive Income Three Months Ended March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net income (loss)
$
209

 
$
211

 
$
34

 
$
267

 
$
(492
)
 
$
229

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
—

 
—

 
—

 
(234
)
 
—

 
(234
)
Net change in unrecognized loss on derivative instruments, net of tax
—

 
—

 
—

 
(4
)
 
—

 
(4
)
Employee benefit plans adjustment, net of tax
—

 
—

 
—

 
27

 
—

 
27

Other comprehensive loss
—

 
—

 
—

 
(211
)
 
—

 
(211
)
Equity in other comprehensive (loss) income of subsidiaries
(209
)
 
(211
)
 
(1
)
 
—

 
421

 
—

Comprehensive income (loss)
—

 
—

 
33

 
56

 
(71
)
 
18

Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
18

 
—

 
18

Comprehensive income (loss) attributable to Delphi
$
—

 
$
—

 
$
33

 
$
38

 
$
(71
)
 
$
—


Statement of Comprehensive Income Three Months Ended March 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net income (loss)
$
320

 
$
329

 
$
28

 
$
383

 
$
(719
)
 
$
341

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
—

 
—

 
—

 
(14
)
 
—

 
(14
)
Net change in unrecognized loss on derivative instruments, net of tax
—

 
—

 
—

 
(33
)
 
—

 
(33
)
Employee benefit plans adjustment, net of tax
—

 
—

 
—

 
1

 
—

 
1

Other comprehensive loss
—

 
—

 
—

 
(46
)
 
—

 
(46
)
Equity in other comprehensive (loss) income of subsidiaries
(42
)
 
(51
)
 
(8
)
 
—

 
101

 
—

Comprehensive income (loss)
278

 
278

 
20

 
337

 
(618
)
 
295

Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
17

 
—

 
17

Comprehensive income (loss) attributable to Delphi
$
278

 
$
278

 
$
20

 
$
320

 
$
(618
)
 
$
278

Balance Sheet as of March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
11

 
$
—

 
$
—

 
$
547

 
$
—

 
$
558

Restricted cash
—

 
—

 
—

 
1

 
—

 
1

Accounts receivable, net
—

 
—

 
—

 
2,677

 
—

 
2,677

Intercompany receivables, current
90

 
982

 
1,618

 
2,177

 
(4,867
)
 
—

Inventories
—

 
—

 
—

 
1,081

 
—

 
1,081

Other current assets
—

 
—

 
—

 
533

 
—

 
533

Current assets held for sale
—

 
—

 
—

 
837

 
—

 
837

Total current assets
101

 
982

 
1,618

 
7,853

 
(4,867
)
 
5,687

Long-term assets:
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
—

 
789

 
962

 
1,522

 
(3,273
)
 
—

Property, net
—

 
—

 
—

 
2,905

 
—

 
2,905

Investments in affiliates
—

 
—

 
—

 
101

 
—

 
101

Investments in subsidiaries
5,982

 
6,068

 
1,770

 
—

 
(13,820
)
 
—

Intangible assets, net
—

 
—

 
—

 
1,292

 
—

 
1,292

Other long-term assets
5

 
—

 
33

 
441

 
—

 
479

Total long-term assets
5,987

 
6,857

 
2,765

 
6,261

 
(17,093
)
 
4,777

Total assets
$
6,088

 
$
7,839

 
$
4,383

 
$
14,114

 
$
(21,960
)
 
$
10,464

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
$
—

 
$
—

 
$
—

 
$
44

 
$
—

 
$
44

Accounts payable
1

 
—

 
—

 
2,286

 
—

 
2,287

Intercompany payables, current
3,170

 
561

 
859

 
274

 
(4,864
)
 
—

Accrued liabilities
3

 
—

 
7

 
1,071

 
—

 
1,081

Current liabilities held for sale
—

 
—

 
—

 
406

 
—

 
406

Total current liabilities
3,174

 
561

 
866

 
4,081

 
(4,864
)
 
3,818

Long-term liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
759

 
—

 
1,898

 
16

 
—

 
2,673

Intercompany payables, long-term
—

 
1,296

 
1,016

 
962

 
(3,274
)
 
—

Pension benefit obligations
—

 
—

 
—

 
926

 
—

 
926

Other long-term liabilities
—

 
—

 
12

 
372

 
—

 
384

Total long-term liabilities
759

 
1,296

 
2,926

 
2,276

 
(3,274
)
 
3,983

Total liabilities
3,933

 
1,857

 
3,792

 
6,357

 
(8,138
)
 
7,801

Total Delphi shareholders’ equity
2,155

 
5,982

 
591

 
7,249

 
(13,822
)
 
2,155

Noncontrolling interest
—

 
—

 
—

 
508

 
—

 
508

Total shareholders’ equity
2,155

 
5,982

 
591

 
7,757

 
(13,822
)
 
2,663

Total liabilities and shareholders’ equity
$
6,088

 
$
7,839

 
$
4,383

 
$
14,114

 
$
(21,960
)
 
$
10,464


Balance Sheet as of December 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
9

 
$
1

 
$
—

 
$
849

 
$
—

 
$
859

Restricted cash
—

 
—

 
—

 
1

 
—

 
1

Accounts receivable, net
—

 
—

 
—

 
2,400

 
—

 
2,400

Intercompany receivables, current
88

 
198

 
1,397

 
2,046

 
(3,729
)
 
—

Inventories
—

 
—

 
—

 
1,013

 
—

 
1,013

Other current assets
—

 
—

 
—

 
567

 
—

 
567

Current assets held for sale
—

 
—

 
—

 
384

 
—

 
384

Total current assets
97

 
199

 
1,397

 
7,260

 
(3,729
)
 
5,224

Long-term assets:
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
—

 
775

 
947

 
1,519

 
(3,241
)
 
—

Property, net
—

 
—

 
—

 
3,021

 
—

 
3,021

Investments in affiliates
—

 
—

 
—

 
98

 
—

 
98

Investments in subsidiaries
5,215

 
6,071

 
1,644

 
—

 
(12,930
)
 
—

Intangible assets, net
—

 
—

 
—

 
1,384

 
—

 
1,384

Other long-term assets
—

 
—

 
42

 
466

 
—

 
508

Long-term assets held for sale
—

 
—

 
—

 
511

 
—

 
511

Total long-term assets
5,215

 
6,846

 
2,633

 
6,999

 
(16,171
)
 
5,522

Total assets
$
5,312

 
$
7,045

 
$
4,030

 
$
14,259

 
$
(19,900
)
 
$
10,746

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
$
—

 
$
—

 
$
—

 
$
34

 
$
—

 
$
34

Accounts payable
2

 
—

 
—

 
2,276

 
—

 
2,278

Intercompany payables, current
2,800

 
536

 
89

 
303

 
(3,728
)
 
—

Accrued liabilities
—

 
—

 
29

 
1,192

 
—

 
1,221

Current liabilities held for sale
—

 
—

 
—

 
356

 
—

 
356

Total current liabilities
2,802

 
536

 
118

 
4,161

 
(3,728
)
 
3,889

Long-term liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
—

 
2,398

 
19

 
—

 
2,417

Intercompany payables, long-term
—

 
1,294

 
1,001

 
947

 
(3,242
)
 
—

Pension benefit obligations
—

 
—

 
—

 
1,002

 
—

 
1,002

Other long-term liabilities
—

 
—

 
11

 
379

 
—

 
390

Long-term liabilities held for sale
—

 
—

 
—

 
35

 
—

 
35

Total long-term liabilities
—

 
1,294

 
3,410

 
2,382

 
(3,242
)
 
3,844

Total liabilities
2,802

 
1,830

 
3,528

 
6,543

 
(6,970
)
 
7,733

Total Delphi shareholders’ equity
2,510

 
5,215

 
502

 
7,213

 
(12,930
)
 
2,510

Noncontrolling interest
—

 
—

 
—

 
503

 
—

 
503

Total shareholders’ equity
2,510

 
5,215

 
502

 
7,716

 
(12,930
)
 
3,013

Total liabilities and shareholders’ equity
$
5,312

 
$
7,045

 
$
4,030

 
$
14,259

 
$
(19,900
)
 
$
10,746

Statement of Cash Flows for the Three Months Ended March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net cash provided by operating activities from continuing operations
$
(4
)
 
$
—

 
$
—

 
$
125

 
$
—

 
$
121

Net cash provided by operating activities from discontinued operations
—

 
—

 
—

 
14

 
—

 
14

Net cash (used in) provided by operating activities
(4
)
 
—

 
—

 
139

 
—

 
135

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
—

 
—

 
—

 
(213
)
 
—

 
(213
)
Loans to affiliates
—

 
(753
)
 
(342
)
 
(358
)
 
1,453

 
—

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
)
 
(571
)
 
2,071

 
(213
)
Net cash used in investing activities from discontinued operations
—

 
—

 
—

 
(37
)
 
—

 
(37
)
Net cash (used in) provided by investing activities
(753
)
 
(753
)
 
(207
)
 
(608
)
 
2,071

 
(250
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net proceeds under other short- and long-term debt agreements
—

 
—

 
—

 
10

 
—

 
10

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
453

 
—

 
753

 
247

 
(1,453
)
 
—

Payments on borrowings from affiliates
(135
)
 
—

 
—

 
—

 
135

 
—

Investment from parent
—

 
753

 
—

 
—

 
(753
)
 
—

Repurchase of ordinary shares
(240
)
 
—

 
—

 
—

 
—

 
(240
)
Distribution of cash dividends
(73
)
 
—

 
—

 
—

 
—

 
(73
)
Taxes withheld and paid on employees' restricted share awards
—

 
—

 
—

 
(58
)
 
—

 
(58
)
Net cash provided by (used in) financing activities
758

 
753

 
207

 
186

 
(2,071
)
 
(167
)
Effect of exchange rate fluctuations on cash and cash equivalents
—

 
—

 
—

 
(21
)
 
—

 
(21
)
Increase (decrease) in cash and cash equivalents
1

 
—

 
—

 
(304
)
 
—

 
(303
)
Cash and cash equivalents at beginning of period
10

 
—

 
—

 
894

 
—

 
904

Cash and cash equivalents at end of period
$
11

 
$
—

 
$
—

 
$
590

 
$
—

 
$
601

Cash and cash equivalents of discontinued operations
$
—

 
$
—

 
$
—

 
$
43

 
$
—

 
$
43

Cash and cash equivalents of continuing operations
$
11

 
$
—

 
$
—

 
$
547

 
$
—

 
$
558

Statement of Cash Flows for the Three Months Ended March 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net cash provided by (used in) operating activities from continuing operations
$
45

 
$
—

 
$
—

 
$
73

 
$
—

 
$
118

Net cash provided by operating activities from discontinued operations
—

 
—

 
—

 
18

 
—

 
18

Net cash provided by operating activities
45

 
—

 
—

 
91

 
—

 
136

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
—

 
—

 
—

 
(272
)
 
—

 
(272
)
Proceeds from sale of property/investments
—

 
—

 
—

 
1

 
—

 
1

Increase in restricted cash
—

 
—

 
—

 
(3
)
 
—

 
(3
)
Loans to affiliates
—

 
—

 
(180
)
 
(438
)
 
618

 
—

Repayments of loans from affiliates
—

 
—

 
30

 
229

 
(259
)
 
—

Net cash (used in) provided by investing activities from continuing operations
—

 
—

 
(150
)
 
(483
)
 
359

 
(274
)
Net cash used in investing activities from discontinued operations
—

 
—

 
—

 
(26
)
 
—

 
(26
)
Net cash (used in) provided by investing activities
—

 
—

 
(150
)
 
(509
)
 
359

 
(300
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net proceeds under other short- and long-term debt agreements
—

 
—

 
—

 
3

 
—

 
3

Repayments under long-term debt agreements
—

 
—

 
(164
)
 
—

 
—

 
(164
)
Repayment of senior notes
—

 
—

 
(526
)
 
—

 
—

 
(526
)
Proceeds from issuance of senior notes, net of issuance costs
—

 
—

 
691

 
—

 
—

 
691

Dividend payments of consolidated affiliates to minority shareholders
—

 
—

 
—

 
(7
)
 
—

 
(7
)
Proceeds from borrowings from affiliates
240

 
144

 
234

 
—

 
(618
)
 
—

Payments on borrowings from affiliates
(30
)
 
(144
)
 
(85
)
 
—

 
259

 
—

Repurchase of ordinary shares
(153
)
 
—

 
—

 
—

 
—

 
(153
)
Distribution of cash dividends
(77
)
 
—

 
—

 
—

 
—

 
(77
)
Taxes withheld and paid on employees' restricted share awards
—

 
—

 
—

 
(8
)
 
—

 
(8
)
Net cash (used in) provided by financing activities
(20
)
 
—

 
150

 
(12
)
 
(359
)
 
(241
)
Effect of exchange rate fluctuations on cash and cash equivalents
—

 
—

 
—

 
(6
)
 
—

 
(6
)
Increase (decrease) in cash and cash equivalents
25

 
—

 
—

 
(436
)
 
—

 
(411
)
Cash and cash equivalents at beginning of period
7

 
—

 
—

 
1,382

 
—

 
1,389

Cash and cash equivalents at end of period
$
32

 
$
—

 
$
—

 
$
946

 
$
—

 
$
978

Cash and cash equivalents of discontinued operations
$
—

 
$
—

 
$
—

 
$
43

 
$
—

 
$
43

Cash and cash equivalents of continuing operations
$
32

 
$
—

 
$
—

 
$
903

 
$
—

 
$
935

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 the purposes of assisting internal operating decisions. Generally, Delphi evaluates 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 project and integration costs related to acquisitions and other portfolio transactions and asset impairments (“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 and for planning and forecasting purposes, 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.
At March 31, 2015, the Company determined that its previously reported Thermal Systems segment met the criteria to be classified as a discontinued operation, which required retrospective application to balance sheet, statement of operations and certain cash flow financial information for all periods presented. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations. 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 are not included in the scope of the planned disposal, are reported in continuing operations and have been reclassified within the Electronics and Safety segment for all periods presented. Amounts for shared general and administrative operating expenses that were allocated to the Thermal Systems business in prior periods have been re-allocated to the Company's reportable operating segments.
Included below are sales and operating data for Delphi’s segments for the three months ended March 31, 2015 and 2014.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2015:
 
 
 
 
 
 
 
 
 
Net sales
$
2,078

 
$
1,081

 
$
682

 
$
(44
)
 
$
3,797

Depreciation & amortization
$
66

 
$
44

 
$
18

 
$
—

 
$
128

Adjusted operating income
$
264

 
$
129

 
$
79

 
$
—

 
$
472

Operating income
$
253

 
$
121

 
$
72

 
$
—

 
$
446

Equity income
$
4

 
$
1

 
$
—

 
$
—

 
$
5

Net income attributable to noncontrolling interest
$
8

 
$
8

 
$
—

 
$
—

 
$
16


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2014:
 
 
 
 
 
 
 
 
 
Net sales
$
2,111

 
$
1,097

 
$
737

 
$
(48
)
 
$
3,897

Depreciation & amortization
$
64

 
$
51

 
$
19

 
$
—

 
$
134

Adjusted operating income
$
269

 
$
113

 
$
81

 
$
—

 
$
463

Operating income
$
254

 
$
111

 
$
75

 
$
—

 
$
440

Equity income
$
6

 
$
1

 
$
—

 
$
—

 
$
7

Net income attributable to noncontrolling interest
$
7

 
$
9

 
$
—

 
$
—

 
$
16

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
The reconciliation of Adjusted Operating Income to Operating Income includes restructuring, other project and integration costs related to acquisitions and other portfolio transactions and asset impairments. The reconciliation of Adjusted Operating Income to net income attributable to Delphi for the three months ended March 31, 2015 and 2014 are as follows:
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2015:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
264

 
$
129

 
$
79

 
$
—

 
$
472

Restructuring
(4
)
 
(6
)
 
(6
)
 
—

 
(16
)
Other acquisition and portfolio project costs
(5
)
 
(2
)
 
(1
)
 
—

 
(8
)
Asset impairments
(2
)
 
—

 
—

 
—

 
(2
)
Operating income
$
253

 
$
121

 
$
72

 
$
—

 
446

Interest expense
 
 
 
 
 
 
 
 
(32
)
Other income (expense), net
 
 
 
 
 
 
 
 
(54
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
360

Income tax expense
 
 
 
 
 
 
 
 
(61
)
Equity income, net of tax
 
 
 
 
 
 
 
 
5

Income from continuing operations
 
 
 
 
 
 
 
 
304

Loss from discontinued operations, net of tax
 
 
 
 
 
 
 
 
(75
)
Net income
 
 
 
 
 
 
 
 
229

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
20

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
209


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2014:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
269

 
$
113

 
$
81

 
$
—

 
$
463

Restructuring
(13
)
 
(2
)
 
(6
)
 
—

 
(21
)
Other acquisition and portfolio project costs
(2
)
 
—

 
—

 
—

 
(2
)
Operating income
$
254

 
$
111

 
$
75

 
$
—

 
440

Interest expense
 
 
 
 
 
 
 
 
(35
)
Other income (expense), net
 
 
 
 
 
 
 
 
(17
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
388

Income tax expense
 
 
 
 
 
 
 
 
(69
)
Equity income, net of tax
 
 
 
 
 
 
 
 
7

Income from continuing operations
 
 
 
 
 
 
 
 
326

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
15

Net income
 
 
 
 
 
 
 
 
341

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
21

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
320

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. In February 2015, the Company entered into a definitive agreement for the sale of substantially all of the assets and liabilities of the Company's wholly-owned Thermal Systems business to MAHLE GmbH ("MAHLE") for approximately $727 million, subject to certain closing adjustments. The sale is expected to close in the third quarter of 2015, subject to customary regulatory and other approvals, and the Company expects to receive proceeds of approximately $670 million and to recognize an after-tax gain on the divestiture of over $300 million. The sale also includes the Company's thermal original equipment service business, the results of which were previously reported within the Powertrain Systems segment. In conjunction with the sale, Delphi and MAHLE also entered into a transition services agreement under which Delphi will provide certain administrative and other services, as well as a supply agreement under which Delphi will supply certain products, primarily for a period of up to eighteen months following the closing of the transaction.
Delphi and MAHLE also entered into a separate letter of intent regarding the sale of Delphi's 50 percent interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture, subject to customary regulatory and other approvals. Proceeds from this sale will be in addition to the $727 million for the wholly-owned business. The financial results of SDAAC, which are consolidated by Delphi, were historically reported as part of the Thermal Systems segment. Additionally, Delphi determined that the Company's 50 percent interest in its Korea Delphi Automotive Systems Corporation ("KDAC") joint venture, which is accounted for under the equity method and was principally reported as part of the Thermal Systems segment, met the criteria to be classified as held for sale based on management's commitment to divest the Company's interest in KDAC to a separate buyer as part of the Company's overall Thermal Systems divestiture strategy.
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. 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 planned 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 does not anticipate significant continuing involvement with the divested Thermal Systems business following the closing of the transactions.
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 as of March 31, 2015. Accordingly, the held for sale Thermal Systems assets and liabilities were reclassified in the consolidated balance sheet at March 31, 2015 to Assets held for sale or Liabilities held for sale, respectively, as the sale of such assets and liabilities is expected within one year, and to current or long-term assets and liabilities held for sale, as appropriate, for prior periods. The Company ceased recording depreciation of the held for sale assets in the first quarter of 2015. The following table summarizes the carrying value of the major classes of assets and liabilities of the discontinued operations, which were classified as held for sale as of March 31, 2015:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Cash and cash equivalents
$
43

 
$
45

Accounts receivable, net
249

 
228

Inventories, net
101

 
91

Property, net
325

 
322

Investments in affiliates
41

 
130

Intangible assets, net
17

 
18

Other assets
61

 
61

Total assets of the discontinued operations classified as held for sale
$
837

 
$
895

 
 
 
 
Accounts payable
$
318

 
$
303

Accrued liabilities
52

 
53

Other liabilities
36

 
35

Total liabilities of the discontinued operations classified as held for sale
$
406

 
$
391


As of March 31, 2015 and December 31, 2014, there was $122 million and $118 million, respectively, 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 Loss from discontinued operations during the three months ended March 31, 2015 based on the evaluation of the fair value of the Company's interest in KDAC in relation to its carrying value. As of March 31, 2015, the fair value of this interest was estimated to be approximately $32 million, determined primarily based on recent negotiations with a third party and based on a non-binding offer from that potential buyer. The Company's interest in KDAC is reported within Investments in affiliates in the above table.
The estimated fair value less costs to sell of the remaining Thermal Systems business exceeded its carrying value as of March 31, 2015, and therefore no adjustment to these long-lived assets was necessary. The divestiture of the business held for sale could result in a gain or loss on sale to the extent the ultimate selling price differs from the current carrying value of the net assets recorded.
A reconciliation of the major classes of line items constituting pretax profit or loss of discontinued operations to income (loss) from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Net sales
$
373

 
$
379

Cost of sales
343

 
344

Selling, general and administrative
11

 
13

Amortization
1

 
2

Restructuring
1

 
1

Other income and (expense) items that are not major
—

 
1

Income from discontinued operations before income taxes and equity income
17

 
20

Income tax expense on discontinued operations
(4
)
 
(6
)
Equity income from discontinued operations, net of tax
—

 
1

Impairment loss
(88
)
 
—

(Loss) income from discontinued operations, net of tax
(75
)
 
15

Income from discontinued operations attributable to noncontrolling interests
4

 
5

Net (loss) income from discontinued operations attributable to Delphi
$
(79
)
 
$
10


(Loss) income from discontinued operations before income taxes attributable to Delphi was $(76) million and $15 million for the three months ended March 31, 2015 and 2014, respectively, which includes $1 million and $1 million, respectively, of income tax expense attributable to noncontrolling interests.
Significant Accounting Policies (Policies)
Consolidation, Policy 
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. 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.
During the three months ended March 31, 2014, Delphi received a dividend of $10 million from its equity method investment in Korea Delphi Automotive Systems Corporation ("KDAC"), a Korean unconsolidated joint venture which has been reclassified to discontinued operations in the first quarter of 2015, as further described in Note 21. Discontinued Operations. The dividend was recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities from discontinued operations. No dividends from equity method investments were received during the three months ended March 31, 2015.
Use of Estimates, Policy 
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, Policy 
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 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, Policy 
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.
Transfers and Servicing of Financial Assets, Policy 
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, Policy 
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. Refer to Note 21. Discontinued Operations for further information regarding the Company's assets and liabilities held for sale.
Intangible Assets, Policy 
Intangible assets—Intangible assets were $681 million and $728 million as of March 31, 2015 and December 31, 2014, 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, trade names and in-process research and development. Delphi does not amortize indefinite-lived in-process research and development, but tests 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 $24 million for the three months ended March 31, 2015 and $24 million for the three months ended March 31, 2014.
Goodwill, Policy 
Goodwill—Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Delphi tests goodwill for impairment annually or more frequently when indications of potential impairment exist. Delphi 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 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 as of March 31, 2015. Goodwill was $611 million and $656 million as of March 31, 2015 and December 31, 2014, respectively.
Warranty, Policy 
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.
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 March 31, 2015. The estimated reasonably possible amount to ultimately resolve all matters are not materially different from the recorded reserves as of March 31, 2015.
Discontinued Operations, Policy 
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. In the first quarter of 2015, Delphi entered into a definitive agreement for the sale of substantially all of the assets and liabilities of the Company's wholly-owned Thermal Systems business. The Company also committed to a plan to dispose of its interests in two joint ventures which 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 for all periods presented. Prior period information has been reclassified to present this business as a discontinued operation for all periods presented, and has therefore been excluded from both 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. These items had no impact on the amounts of previously reported net income attributable to Delphi or total shareholders' equity. Refer to Note 21. Discontinued Operations for further information regarding the Company's discontinued operations.
Income Tax, Policy 
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.
Restructuring, Policy 
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 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.
Customer Concentations, Policy 
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 22% and 25% of our total net sales for the three months ended March 31, 2015 and 2014, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Three Months Ended March 31,
 
 
March 31,
2015
 
December 31,
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
14
%
 
16
%
 
 
$
361

 
$
301

VW
8
%
 
9
%
 
 
218

 
187

Retrospective Changes, Policy 
Retrospective changes—At March 31, 2015, the Company determined that its Thermal Systems business met the criteria to be classified as a discontinued operation. Prior period information has been reclassified to present this business as a discontinued operation for all periods presented, and has therefore been excluded from both 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.
Recently Issued Accounting Pronouncements, Policy 
Recently issued accounting pronouncements—In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pretax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for fiscal years beginning after December 15, 2014 and should be applied prospectively. Delphi adopted this guidance effective January 1, 2015, and has applied it to the Company’s discontinued operation classification of the Thermal Systems business, as further discussed in Note 21. Discontinued Operations.
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 guidance is currently effective for fiscal years beginning after December 15, 2016 (although in April 2015 the FASB proposed delaying the effective date of this guidance to 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 not permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ASC Topic 718, Compensation-Stock Compensation, as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Delphi adopted this guidance effective January 1, 2015, and it did not have a significant impact on Delphi's financial statements.
In April 2015, the FASB issued 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. The guidance is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements, other than the reclassification of deferred issuance costs in accordance with the new presentation requirements.
Inventories, Policy 
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.
Pensions, Policy 
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.
Guarantor, Policy 
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.
Segment Reporting, Policy 
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 the purposes of assisting internal operating decisions. Generally, Delphi evaluates 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 project and integration costs related to acquisitions and other portfolio transactions and asset impairments (“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 and for planning and forecasting purposes, 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 22% and 25% of our total net sales for the three months ended March 31, 2015 and 2014, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Three Months Ended March 31,
 
 
March 31,
2015
 
December 31,
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
14
%
 
16
%
 
 
$
361

 
$
301

VW
8
%
 
9
%
 
 
218

 
187

Inventories (Tables)
Schedule of Inventory, Current
A summary of inventories is shown below:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Productive material
$
629

 
$
562

Work-in-process
86

 
104

Finished goods
366

 
347

Total
$
1,081

 
$
1,013

Assets (Tables)
Schedule of Other Current Assets 
Other current assets consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Value added tax receivable
$
175

 
$
191

Deferred income taxes
168

 
171

Prepaid insurance and other expenses
54

 
59

Reimbursable engineering costs
48

 
55

Notes receivable
29

 
28

Income and other taxes receivable
27

 
34

Deposits to vendors
8

 
8

Derivative financial instruments (Note 14)
1

 
—

Other
23

 
21

Total
$
533

 
$
567

Schedule of Other Assets, Noncurrent 
Other long-term assets consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Deferred income taxes
$
223

 
$
232

Debt issuance costs (Note 8)
38

 
42

Income and other taxes receivable
66

 
67

Reimbursable engineering costs
64

 
73

Value added tax receivable
24

 
28

Derivative financial instruments (Note 14)
1

 
—

Other
63

 
66

Total
$
479

 
$
508

Liabilities (Tables)
Accrued Liabilities 
Accrued liabilities consisted of the following:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Payroll-related obligations
$
242

 
$
243

Employee benefits, including current pension obligations
64

 
127

Income and other taxes payable
227

 
259

Warranty obligations (Note 6)
61

 
64

Restructuring (Note 7)
51

 
80

Customer deposits
31

 
34

Deferred income taxes
7

 
8

Derivative financial instruments (Note 14)
75

 
64

Accrued interest
9

 
30

Other
314

 
312

Total
$
1,081

 
$
1,221

Liabilities, Noncurrent 
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Environmental (Note 10)
$
4

 
$
4

Extended disability benefits
11

 
11

Warranty obligations (Note 6)
82

 
82

Restructuring (Note 7)
14

 
17

Payroll-related obligations
9

 
10

Accrued income taxes
28

 
29

Deferred income taxes
164

 
162

Derivative financial instruments (Note 14)
37

 
40

Other
35

 
35

Total
$
384

 
$
390

Warranty Obligations (Tables)
Schedule of Product Warranty Liability
The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2015:
 
Warranty Obligations
 
 
 
(in millions)
Accrual balance at beginning of period
$
146

Provision for estimated warranties incurred during the period
25

Provision for changes in estimate for pre-existing warranties
3

Settlements made during the period (in cash or in kind)
(24
)
Foreign currency translation and other
(7
)
Accrual balance at end of period
$
143

Restructuring (Tables)
Schedule of Restructuring and Related Costs 
The following table summarizes the restructuring charges recorded for the three months ended March 31, 2015 and 2014 by operating segment:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Electrical/Electronic Architecture
$
4

 
$
13

Powertrain Systems
6

 
2

Electronics and Safety
6

 
6

Total
$
16

 
$
21

Schedule of Restructuring Reserve by Type of Cost 
The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2015:
 
Employee Termination Benefits Liability
 
Other Exit Costs Liability
 
Total
 
 
 
 
 
 
 
(in millions)
Accrual balance at January 1, 2015
$
95

 
$
2

 
$
97

Provision for estimated expenses incurred during the period
16

 
—

 
16

Payments made during the period
(40
)
 
—

 
(40
)
Foreign currency and other
(8
)
 
—

 
(8
)
Accrual balance at March 31, 2015
$
63

 
$
2

 
$
65

Debt (Tables)
Schedule of Long-term Debt Instruments 
The following is a summary of debt outstanding, net of discounts of approximately $6 million and $2 million related to the 2014 Senior Notes and 2015 Senior Notes, defined below, as of March 31, 2015 and December 31, 2014, respectively:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Accounts receivable factoring
$
—

 
$
—

6.125%, senior notes, due 2021
—

 
500

5.00%, senior notes, due 2023
800

 
800

4.15%, senior notes, due 2024
698

 
698

1.50%, Euro-denominated senior notes, due 2025
759

 
—

Tranche A Term Loan, due 2018
400

 
400

Capital leases and other
60

 
53

Total debt
2,717

 
2,451

Less: current portion
(44
)
 
(34
)
Long-term debt
$
2,673

 
$
2,417

Schedule of Interest Rates 
Applicable Rates under the Credit Agreement on the specified dates are set forth below:
 
March 31, 2015
 
December 31, 2014
 
LIBOR plus
 
ABR plus
 
LIBOR plus
 
ABR plus
Revolving Credit Facility
1.00
%
 
0.25
%
 
1.00
%
 
0.25
%
Tranche A Term Loan
1.00
%
 
0.25
%
 
1.00
%
 
0.25
%
Schedule of Line of Credit Facilities 
As of March 31, 2015, the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, and the amounts outstanding, and rates effective as of March 31, 2015 were based on Delphi’s current credit rating and the Applicable Rate for the Credit Agreement:
 
 
 
Borrowings as of
 
 
 
 
 
March 31, 2015
 
Rates effective as of
 
LIBOR plus
 
(in millions)
 
March 31, 2015
Revolving Credit Facility
1.00
%
 
$
—

 
—
%
Tranche A Term Loan
1.00
%
 
400

 
1.1875
%
Pension Benefits (Tables)
Schedule of Net Benefit Costs 
The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2015 and 2014:
 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
15

 
$
14

 
$
—

 
$
—

Interest cost
21

 
24

 
—

 
—

Expected return on plan assets
(20
)
 
(19
)
 
—

 
—

Amortization of actuarial losses
4

 
2

 
—

 
—

Net periodic benefit cost
$
20

 
$
21

 
$
—

 
$
—

Schedule of Net Benefit Costs 
The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2015 and 2014:
 
Non-U.S. Plans
 
U.S. Plans
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
(in millions)
Service cost
$
15

 
$
14

 
$
—

 
$
—

Interest cost
21

 
24

 
—

 
—

Expected return on plan assets
(20
)
 
(19
)
 
—

 
—

Amortization of actuarial losses
4

 
2

 
—

 
—

Net periodic benefit cost
$
20

 
$
21

 
$
—

 
$
—

Income Taxes (Tables)
Schedule of Income Tax Expense (Benefit) and Effective Tax Rate 
The Company's income tax expense and effective tax rate from continuing operations for the three months ended March 31, 2015 and 2014 were as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(dollars in millions)
Income tax expense
$
61

 
$
69

Effective tax rate
17
%
 
18
%
Schedule of Income Tax Expense (Benefit) associated with Unusual or Infrequent Items 
The Company’s effective tax rate from continuing operations was also impacted by the tax expense (benefit) associated with unusual or infrequent items for the respective interim period as illustrated in the following table:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Other change in tax reserves (1)
$
1

 
$
(3
)
Other adjustments (2)
—

 
(1
)
Income tax expense (benefit) associated with unusual or infrequent items
$
1

 
$
(4
)

(1)
For the three months ended March 31, 2015 and March 31, 2014, the tax expense and benefits, respectively, primarily relate to adjustments in tax reserves which were individually insignificant.
(2)
For the three months ended March 31, 2014, the tax benefits primarily relate to provision to return adjustments and other items which were individually insignificant.
Shareholders' Equity And Net Income Per Share (Tables)
Schedule of Weighted Average Number of 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 March 31,
 
2015
 
2014
 
 
 
 
 
(in millions, except per share data)
Numerator:
 
 
 
Income from continuing operations
$
288

 
$
310

(Loss) income from discontinued operations
(79
)
 
10

Net income attributable to Delphi
$
209

 
$
320

Denominator:
 
 
 
Weighted average ordinary shares outstanding, basic
290.90

 
305.85

Dilutive shares related to restricted stock units ("RSUs")
0.91

 
1.04

Weighted average ordinary shares outstanding, including dilutive shares
291.81

 
306.89

 
 
 
 
Basic net income (loss) per share:
 
 
 
Continuing operations
$
0.99

 
$
1.02

Discontinued operations
(0.27
)
 
0.03

Basic net income per share attributable to Delphi
$
0.72

 
$
1.05

Diluted net income (loss) per share:
 
 
 
Continuing operations
$
0.99

 
$
1.01

Discontinued operations
(0.27
)
 
0.03

Diluted net income per share attributable to Delphi
$
0.72

 
$
1.04

Anti-dilutive securities share impact
—

 
—

Schedule of Share Repurchases 
A summary of the ordinary shares repurchased during the three months ended March 31, 2015 and 2014 is as follows:
 
Three Months Ended March 31,
 
2015
 
2014
Total number of shares repurchased
3,233,146

 
2,376,391

Average price paid per share
$
74.17

 
$
66.14

Total (in millions)
$
240

 
$
157

Schedule of Dividends Declared 
 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2015:
 
 
 
First quarter
$
0.25

 
$
73

Total
$
0.25

 
$
73

2014:
 
 
 
Fourth quarter
$
0.25

 
$
73

Third quarter
0.25

 
75

Second quarter
0.25

 
76

First quarter
0.25

 
77

Total
$
1.00

 
$
301

Changes in Accumulated Other Comprehensive Income (Tables)
Schedule of Accumulated Other Comprehensive Income
The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) for the three months ended March 31, 2015 and 2014 are shown below. Other comprehensive income includes activity relating to discontinued operations.
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Foreign currency translation adjustments:
 
 
 
Balance at beginning of period
$
(333
)
 
$
(17
)
Aggregate adjustment for the period
(232
)
 
(10
)
Balance at end of period
(565
)
 
(27
)
 
 
 
 
Gains (losses) on derivatives:
 
 
 
Balance at beginning of period
(78
)
 
2

Other comprehensive income before reclassifications (net tax effect of $6 million and $7 million)
(23
)
 
(34
)
Reclassification to income (net tax effect of $5 million and $1 million)
19

 
1

Balance at end of period
(82
)
 
(31
)
 
 
 
 
Pension and postretirement plans:
 
 
 
Balance at beginning of period
(330
)
 
(222
)
Other comprehensive income before reclassifications (net tax effect of $4 million and $0 million)
24

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

 
2

Balance at end of period
(303
)
 
(221
)
 
 
 
 
Accumulated other comprehensive loss, end of period
$
(950
)
 
$
(279
)
Reclassifications from accumulated other comprehensive income to income for the three months ended March 31, 2015 and 2014 were as follows:
Reclassification out of Accumulated Other Comprehensive Income
 
 
Three Months Ended
 
 
Details About Accumulated Other Comprehensive Income Components
 
March 31,
2015
 
March 31,
2014
 
Affected Line Item in the Statement of Operations
 
 
 
 
 
 
 
 
 
(in millions)
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
Commodity derivatives
 
$
(10
)
 
$
(4
)
 
Cost of sales
Foreign currency derivatives
 
(14
)
 
2

 
Cost of sales
Foreign currency derivatives
 
—

 
2

 
Other income
 
 
(24
)
 
—

 
Income before income taxes
 
 
5

 
(1
)
 
Income tax expense
 
 
(19
)
 
(1
)
 
Net income
 
 
—

 
—

 
Net income attributable to noncontrolling interest
 
 
$
(19
)
 
$
(1
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
Actuarial gains/(losses)
 
$
(4
)
 
$
(2
)
 
(1)
 
 
(4
)
 
(2
)
 
Income before income taxes
 
 
1

 
—

 
Income tax expense
 
 
(3
)
 
(2
)
 
Net income
 
 
—

 
—

 
Net income attributable to noncontrolling interest
 
 
$
(3
)
 
$
(2
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(22
)
 
$
(3
)
 
 
(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)
Schedule of Notional Amounts of Outstanding Derivative Positions 
As of March 31, 2015, the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures:
Commodity
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in thousands)
 
(in millions)
Copper
111,038

 
pounds
 
$
300

Primary Aluminum
18,069

 
pounds
 
15

Foreign Currency
Quantity Hedged
 
Unit of Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
 
 
 
 
 
(in millions)
Mexican Peso
11,790

 
MXN
 
$
775

Polish Zloty
310

 
PLN
 
80

Chinese Yuan Renminbi
506

 
CNY
 
80

New Turkish Lira
183

 
TRY
 
70

Hungarian Forint
18,719

 
HUF
 
70

Brazilian Real
108

 
BRL
 
35

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value 
The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2015 and December 31, 2014 are as follows:
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
March 31,
2015
 
Balance Sheet Location
 
March 31,
2015
 
March 31,
2015
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$
—

 
Accrued liabilities
 
$
22

 
 
Foreign currency derivatives*
Other current assets
 
1

 
Other current assets
 
—

 
1

Foreign currency derivatives*
Accrued liabilities
 
9

 
Accrued liabilities
 
62

 
(53
)
Commodity derivatives
Other long-term assets
 
—

 
Other long-term liabilities
 
9

 
 
Foreign currency derivatives*
Other long-term assets
 
2

 
Other long-term assets
 
1

 
1

Foreign currency derivatives*
Other long-term liabilities
 
7

 
Other long-term liabilities
 
35

 
(28
)
Total
 
 
$
19

 
 
 
$
129

 
 
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31,
2014
 
Balance Sheet Location
 
December 31,
2014
 
December 31,
2014
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$
—

 
Accrued liabilities
 
$
19

 
 
Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
48

 
(45
)
Commodity derivatives
Other long-term assets
 
—

 
Other long-term liabilities
 
8

 
 
Foreign currency derivatives*
Other long-term liabilities
 
2

 
Other long-term liabilities
 
34

 
(32
)
Total
 
 
$
5

 
 
 
$
109

 
 
Derivatives not designated:
Foreign currency derivatives*
Accrued liabilities
 
$
1

 
Accrued liabilities
 
$
1

 
—

Total
 
 
$
1

 
 
 
$
1

 
 
* 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.
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance 
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 March 31, 2015 is as follows:
Three Months Ended March 31, 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)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(14
)
 
$
(10
)
 
$
—

Foreign currency derivatives
(18
)
 
(14
)
 
—

Total
$
(32
)
 
$
(24
)
 
$
—

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

Foreign currency derivatives
(1
)
Total
$
(1
)

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 March 31, 2014 is as follows:
Three Months Ended March 31, 2014
Loss Recognized in OCI (Effective Portion)
 
(Loss) Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
 
 
 
 
 
 
(in millions)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(25
)
 
$
(4
)
 
$
—

Foreign currency derivatives
(16
)
 
4

 
—

Total
$
(41
)
 
$
—

 
$
—

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

Foreign currency derivatives
1

Total
$
1

Fair Value Of Financial Instruments (Tables)
Fair Value, Assets Measured on Recurring Basis 
As of March 31, 2015 and December 31, 2014, 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 March 31, 2015:
 
Commodity derivatives
$
—

 
$
—

 
$
—

 
$
—

Foreign currency derivatives
2

 
—

 
2

 
—

Total
$
2

 
$
—

 
$
2

 
$
—

As of December 31, 2014:
 
 
 
 
 
 
 
Commodity derivatives
$
—

 
$
—

 
$
—

 
$
—

Foreign currency derivatives
—

 
—

 
—

 
—

Total
$
—

 
$
—

 
$
—

 
$
—

Fair Value, Liabilities Measured on Recurring Basis 
As of March 31, 2015 and December 31, 2014, 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 March 31, 2015:
 
Commodity derivatives
$
30

 
$
—

 
$
30

 
$
—

Foreign currency derivatives
82

 
—

 
82

 
—

Contingent consideration
12

 
—

 
—

 
12

Total
$
124

 
$
—

 
$
112

 
$
12

As of December 31, 2014:
 
 
 
 
 
 
 
Commodity derivatives
$
27

 
$
—

 
$
27

 
$
—

Foreign currency derivatives
77

 
—

 
77

 
—

Contingent consideration
11

 
—

 
—

 
11

Total
$
115

 
$
—

 
$
104

 
$
11

Changes in Fair Value of Liabilities Measured on Recurring Basis with Unobservable Inputs 
The changes in the contingent consideration liability classified as a Level 3 measurement were as follows:
 
March 31,
2015
 
 
 
(in millions)
Fair value at beginning of period
$
11

Additions
—

Payments
—

Interest accretion
1

Fair value at end of period
$
12

Other Income, Net (Tables)
Interest and Other Income
Other income (expense), net included:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Interest income
$
1

 
$
2

Loss on extinguishment of debt
(52
)
 
(34
)
Gain on insurance recovery
—

 
14

Other, net
(3
)
 
1

Other expense, net
$
(54
)
 
$
(17
)
Acquisitions And Divestitures (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
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 2014. The purchase price and related allocation were finalized in the three months ended March 31, 2015, and resulted in no adjustments from the amounts disclosed as of December 31, 2014. The final purchase price and related allocation are shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
140

Purchase price, fair value of contingent consideration
11

Total purchase price
$
151

 
 
Definite-lived intangible assets
$
75

Other assets purchased and liabilities assumed, net
(17
)
Identifiable net assets acquired
58

Goodwill resulting from purchase
93

Total purchase price allocation
$
151

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
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 2014. Minor adjustments were recorded in the first quarter of 2015 to goodwill and other assets purchased and liabilities assumed, from the amounts disclosed as of December 31, 2014. These adjustments were not significant for any period presented after the acquisition date. The preliminary purchase price and related allocation to the acquired net assets of Unwired based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
190

Purchase price, acquired cash, excess net working capital and certain tax benefits
19

Total purchase price
$
209

 
 
Definite-lived intangible assets
$
63

Other assets purchased and liabilities assumed, net
19

Identifiable net assets acquired
82

Goodwill resulting from purchase
127

Total purchase price allocation
$
209

Share-Based Compensation (Tables)
Schedule of Share-based Compensation Restricted Stock Units Performance Awards Weighting 
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
2013 - 2015 Grants
 
 
2012 Grant
Average return on net assets (1)
50%
 
 
50%
Cumulative net income
N/A
 
 
30%
Cumulative earnings per share (2)
30%
 
 
N/A
Relative total shareholder return (3)
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.
Schedule of Executive RSU Grants 
The details of the executive grants were as follows:
Grant Date
 
RSUs Granted
 
Time-Based Award Vesting Dates
 
Performance-Based Award Vesting Date
 
 
(in millions)
 
 
 
 
February 2012
 
1.88

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

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

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

 
Annually on anniversary of grant date, 2016 - 2018
 
December 31, 2017
Schedule of Share-based Compensation Restricted Stock Units Award Activity 
A summary of activity, including award grants, vesting and forfeitures is provided below:
 
RSUs
 
Weighted Average Grant
Date Fair Value
 
(in thousands)
 
 
Nonvested, January 1, 2015
2,274

 
$
50.38

Granted
902

 
84.31

Vested
(526
)
 
39.92

Forfeited
(57
)
 
55.91

Nonvested, March 31, 2015
2,593

 
64.19

Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements (Tables)
Schedule of Condensed Income Statement 
Statement of Operations Three Months Ended March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net sales
$
—

 
$
—

 
$
—

 
$
3,797

 
$
—

 
$
3,797

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
—

 
—

 
—

 
3,056

 
—

 
3,056

Selling, general and administrative
(18
)
 
—

 
—

 
273

 
—

 
255

Amortization
—

 
—

 
—

 
24

 
—

 
24

Restructuring
—

 
—

 
—

 
16

 
—

 
16

Total operating expenses
(18
)
 
—

 
—

 
3,369

 
—

 
3,351

Operating income
18

 
—

 
—

 
428

 
—

 
446

Interest (expense) income
(20
)
 
(6
)
 
(45
)
 
(30
)
 
69

 
(32
)
Other income (expense), net
—

 
15

 
(26
)
 
26

 
(69
)
 
(54
)
(Loss) income from continuing operations before income taxes and equity income
(2
)
 
9

 
(71
)
 
424

 
—

 
360

Income tax benefit (expense)
—

 
—

 
26

 
(87
)
 
—

 
(61
)
(Loss) income from continuing operations before equity income
(2
)
 
9

 
(45
)
 
337

 
—

 
299

Equity in net income of affiliates
—

 
—

 
—

 
5

 
—

 
5

Equity in net income (loss) of subsidiaries
211

 
202

 
79

 
—

 
(492
)
 
—

Income from continuing operations
209

 
211

 
34

 
342

 
(492
)
 
304

Loss from discontinued operations, net of tax
—

 
—

 
—

 
(75
)
 
—

 
(75
)
Net income (loss)
209

 
211

 
34

 
267

 
(492
)
 
229

Net income attributable to noncontrolling interest
—

 
—

 
—

 
20

 
—

 
20

Net income (loss) attributable to Delphi
$
209

 
$
211

 
$
34

 
$
247

 
$
(492
)
 
$
209



Statement of Operations Three Months Ended March 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net sales
$
—

 
$
—

 
$
—

 
$
3,897

 
$
—

 
$
3,897

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
—

 
—

 
—

 
3,164

 
—

 
3,164

Selling, general and administrative
5

 
—

 
—

 
243

 
—

 
248

Amortization
—

 
—

 
—

 
24

 
—

 
24

Restructuring
—

 
—

 
—

 
21

 
—

 
21

Total operating expenses
5

 
—

 
—

 
3,452

 
—

 
3,457

Operating (loss) income
(5
)
 
—

 
—

 
445

 
—

 
440

Interest (expense) income
(4
)
 
(6
)
 
(47
)
 
(18
)
 
40

 
(35
)
Other income (expense), net
—

 
15

 
(19
)
 
27

 
(40
)
 
(17
)
(Loss) income from continuing operations before income taxes and equity income
(9
)
 
9

 
(66
)
 
454

 
—

 
388

Income tax benefit (expense)
—

 
—

 
24

 
(93
)
 
—

 
(69
)
(Loss) income from continuing operations before equity income
(9
)
 
9

 
(42
)
 
361

 
—

 
319

Equity in net income of affiliates
—

 
—

 
—

 
7

 
—

 
7

Equity in net income (loss) of subsidiaries
329

 
320

 
70

 
—

 
(719
)
 
—

Income from continuing operations
320

 
329

 
28

 
368

 
(719
)
 
326

Income from discontinued operations, net of tax
—

 
—

 
—

 
15

 
—

 
15

Net income (loss)
320

 
329

 
28

 
383

 
(719
)
 
341

Net income attributable to noncontrolling interest
—

 
—

 
—

 
21

 
—

 
21

Net income (loss) attributable to Delphi
$
320

 
$
329

 
$
28

 
$
362

 
$
(719
)
 
$
320

Schedule of Comprehensive Income (Loss) 
Statement of Comprehensive Income Three Months Ended March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net income (loss)
$
209

 
$
211

 
$
34

 
$
267

 
$
(492
)
 
$
229

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
—

 
—

 
—

 
(234
)
 
—

 
(234
)
Net change in unrecognized loss on derivative instruments, net of tax
—

 
—

 
—

 
(4
)
 
—

 
(4
)
Employee benefit plans adjustment, net of tax
—

 
—

 
—

 
27

 
—

 
27

Other comprehensive loss
—

 
—

 
—

 
(211
)
 
—

 
(211
)
Equity in other comprehensive (loss) income of subsidiaries
(209
)
 
(211
)
 
(1
)
 
—

 
421

 
—

Comprehensive income (loss)
—

 
—

 
33

 
56

 
(71
)
 
18

Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
18

 
—

 
18

Comprehensive income (loss) attributable to Delphi
$
—

 
$
—

 
$
33

 
$
38

 
$
(71
)
 
$
—


Statement of Comprehensive Income Three Months Ended March 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net income (loss)
$
320

 
$
329

 
$
28

 
$
383

 
$
(719
)
 
$
341

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
—

 
—

 
—

 
(14
)
 
—

 
(14
)
Net change in unrecognized loss on derivative instruments, net of tax
—

 
—

 
—

 
(33
)
 
—

 
(33
)
Employee benefit plans adjustment, net of tax
—

 
—

 
—

 
1

 
—

 
1

Other comprehensive loss
—

 
—

 
—

 
(46
)
 
—

 
(46
)
Equity in other comprehensive (loss) income of subsidiaries
(42
)
 
(51
)
 
(8
)
 
—

 
101

 
—

Comprehensive income (loss)
278

 
278

 
20

 
337

 
(618
)
 
295

Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
17

 
—

 
17

Comprehensive income (loss) attributable to Delphi
$
278

 
$
278

 
$
20

 
$
320

 
$
(618
)
 
$
278

Schedule of Condensed Balance Sheet 
Balance Sheet as of March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
11

 
$
—

 
$
—

 
$
547

 
$
—

 
$
558

Restricted cash
—

 
—

 
—

 
1

 
—

 
1

Accounts receivable, net
—

 
—

 
—

 
2,677

 
—

 
2,677

Intercompany receivables, current
90

 
982

 
1,618

 
2,177

 
(4,867
)
 
—

Inventories
—

 
—

 
—

 
1,081

 
—

 
1,081

Other current assets
—

 
—

 
—

 
533

 
—

 
533

Current assets held for sale
—

 
—

 
—

 
837

 
—

 
837

Total current assets
101

 
982

 
1,618

 
7,853

 
(4,867
)
 
5,687

Long-term assets:
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
—

 
789

 
962

 
1,522

 
(3,273
)
 
—

Property, net
—

 
—

 
—

 
2,905

 
—

 
2,905

Investments in affiliates
—

 
—

 
—

 
101

 
—

 
101

Investments in subsidiaries
5,982

 
6,068

 
1,770

 
—

 
(13,820
)
 
—

Intangible assets, net
—

 
—

 
—

 
1,292

 
—

 
1,292

Other long-term assets
5

 
—

 
33

 
441

 
—

 
479

Total long-term assets
5,987

 
6,857

 
2,765

 
6,261

 
(17,093
)
 
4,777

Total assets
$
6,088

 
$
7,839

 
$
4,383

 
$
14,114

 
$
(21,960
)
 
$
10,464

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
$
—

 
$
—

 
$
—

 
$
44

 
$
—

 
$
44

Accounts payable
1

 
—

 
—

 
2,286

 
—

 
2,287

Intercompany payables, current
3,170

 
561

 
859

 
274

 
(4,864
)
 
—

Accrued liabilities
3

 
—

 
7

 
1,071

 
—

 
1,081

Current liabilities held for sale
—

 
—

 
—

 
406

 
—

 
406

Total current liabilities
3,174

 
561

 
866

 
4,081

 
(4,864
)
 
3,818

Long-term liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
759

 
—

 
1,898

 
16

 
—

 
2,673

Intercompany payables, long-term
—

 
1,296

 
1,016

 
962

 
(3,274
)
 
—

Pension benefit obligations
—

 
—

 
—

 
926

 
—

 
926

Other long-term liabilities
—

 
—

 
12

 
372

 
—

 
384

Total long-term liabilities
759

 
1,296

 
2,926

 
2,276

 
(3,274
)
 
3,983

Total liabilities
3,933

 
1,857

 
3,792

 
6,357

 
(8,138
)
 
7,801

Total Delphi shareholders’ equity
2,155

 
5,982

 
591

 
7,249

 
(13,822
)
 
2,155

Noncontrolling interest
—

 
—

 
—

 
508

 
—

 
508

Total shareholders’ equity
2,155

 
5,982

 
591

 
7,757

 
(13,822
)
 
2,663

Total liabilities and shareholders’ equity
$
6,088

 
$
7,839

 
$
4,383

 
$
14,114

 
$
(21,960
)
 
$
10,464


Balance Sheet as of December 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
9

 
$
1

 
$
—

 
$
849

 
$
—

 
$
859

Restricted cash
—

 
—

 
—

 
1

 
—

 
1

Accounts receivable, net
—

 
—

 
—

 
2,400

 
—

 
2,400

Intercompany receivables, current
88

 
198

 
1,397

 
2,046

 
(3,729
)
 
—

Inventories
—

 
—

 
—

 
1,013

 
—

 
1,013

Other current assets
—

 
—

 
—

 
567

 
—

 
567

Current assets held for sale
—

 
—

 
—

 
384

 
—

 
384

Total current assets
97

 
199

 
1,397

 
7,260

 
(3,729
)
 
5,224

Long-term assets:
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
—

 
775

 
947

 
1,519

 
(3,241
)
 
—

Property, net
—

 
—

 
—

 
3,021

 
—

 
3,021

Investments in affiliates
—

 
—

 
—

 
98

 
—

 
98

Investments in subsidiaries
5,215

 
6,071

 
1,644

 
—

 
(12,930
)
 
—

Intangible assets, net
—

 
—

 
—

 
1,384

 
—

 
1,384

Other long-term assets
—

 
—

 
42

 
466

 
—

 
508

Long-term assets held for sale
—

 
—

 
—

 
511

 
—

 
511

Total long-term assets
5,215

 
6,846

 
2,633

 
6,999

 
(16,171
)
 
5,522

Total assets
$
5,312

 
$
7,045

 
$
4,030

 
$
14,259

 
$
(19,900
)
 
$
10,746

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
$
—

 
$
—

 
$
—

 
$
34

 
$
—

 
$
34

Accounts payable
2

 
—

 
—

 
2,276

 
—

 
2,278

Intercompany payables, current
2,800

 
536

 
89

 
303

 
(3,728
)
 
—

Accrued liabilities
—

 
—

 
29

 
1,192

 
—

 
1,221

Current liabilities held for sale
—

 
—

 
—

 
356

 
—

 
356

Total current liabilities
2,802

 
536

 
118

 
4,161

 
(3,728
)
 
3,889

Long-term liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
—

 
2,398

 
19

 
—

 
2,417

Intercompany payables, long-term
—

 
1,294

 
1,001

 
947

 
(3,242
)
 
—

Pension benefit obligations
—

 
—

 
—

 
1,002

 
—

 
1,002

Other long-term liabilities
—

 
—

 
11

 
379

 
—

 
390

Long-term liabilities held for sale
—

 
—

 
—

 
35

 
—

 
35

Total long-term liabilities
—

 
1,294

 
3,410

 
2,382

 
(3,242
)
 
3,844

Total liabilities
2,802

 
1,830

 
3,528

 
6,543

 
(6,970
)
 
7,733

Total Delphi shareholders’ equity
2,510

 
5,215

 
502

 
7,213

 
(12,930
)
 
2,510

Noncontrolling interest
—

 
—

 
—

 
503

 
—

 
503

Total shareholders’ equity
2,510

 
5,215

 
502

 
7,716

 
(12,930
)
 
3,013

Total liabilities and shareholders’ equity
$
5,312

 
$
7,045

 
$
4,030

 
$
14,259

 
$
(19,900
)
 
$
10,746

Schedule of Condensed Cash Flow Statement 
Statement of Cash Flows for the Three Months Ended March 31, 2015
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net cash provided by operating activities from continuing operations
$
(4
)
 
$
—

 
$
—

 
$
125

 
$
—

 
$
121

Net cash provided by operating activities from discontinued operations
—

 
—

 
—

 
14

 
—

 
14

Net cash (used in) provided by operating activities
(4
)
 
—

 
—

 
139

 
—

 
135

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
—

 
—

 
—

 
(213
)
 
—

 
(213
)
Loans to affiliates
—

 
(753
)
 
(342
)
 
(358
)
 
1,453

 
—

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
)
 
(571
)
 
2,071

 
(213
)
Net cash used in investing activities from discontinued operations
—

 
—

 
—

 
(37
)
 
—

 
(37
)
Net cash (used in) provided by investing activities
(753
)
 
(753
)
 
(207
)
 
(608
)
 
2,071

 
(250
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net proceeds under other short- and long-term debt agreements
—

 
—

 
—

 
10

 
—

 
10

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
453

 
—

 
753

 
247

 
(1,453
)
 
—

Payments on borrowings from affiliates
(135
)
 
—

 
—

 
—

 
135

 
—

Investment from parent
—

 
753

 
—

 
—

 
(753
)
 
—

Repurchase of ordinary shares
(240
)
 
—

 
—

 
—

 
—

 
(240
)
Distribution of cash dividends
(73
)
 
—

 
—

 
—

 
—

 
(73
)
Taxes withheld and paid on employees' restricted share awards
—

 
—

 
—

 
(58
)
 
—

 
(58
)
Net cash provided by (used in) financing activities
758

 
753

 
207

 
186

 
(2,071
)
 
(167
)
Effect of exchange rate fluctuations on cash and cash equivalents
—

 
—

 
—

 
(21
)
 
—

 
(21
)
Increase (decrease) in cash and cash equivalents
1

 
—

 
—

 
(304
)
 
—

 
(303
)
Cash and cash equivalents at beginning of period
10

 
—

 
—

 
894

 
—

 
904

Cash and cash equivalents at end of period
$
11

 
$
—

 
$
—

 
$
590

 
$
—

 
$
601

Cash and cash equivalents of discontinued operations
$
—

 
$
—

 
$
—

 
$
43

 
$
—

 
$
43

Cash and cash equivalents of continuing operations
$
11

 
$
—

 
$
—

 
$
547

 
$
—

 
$
558

Statement of Cash Flows for the Three Months Ended March 31, 2014
 
Parent
 
Subsidiary Guarantors
 
Subsidiary Issuer/Guarantor
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Net cash provided by (used in) operating activities from continuing operations
$
45

 
$
—

 
$
—

 
$
73

 
$
—

 
$
118

Net cash provided by operating activities from discontinued operations
—

 
—

 
—

 
18

 
—

 
18

Net cash provided by operating activities
45

 
—

 
—

 
91

 
—

 
136

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
—

 
—

 
—

 
(272
)
 
—

 
(272
)
Proceeds from sale of property/investments
—

 
—

 
—

 
1

 
—

 
1

Increase in restricted cash
—

 
—

 
—

 
(3
)
 
—

 
(3
)
Loans to affiliates
—

 
—

 
(180
)
 
(438
)
 
618

 
—

Repayments of loans from affiliates
—

 
—

 
30

 
229

 
(259
)
 
—

Net cash (used in) provided by investing activities from continuing operations
—

 
—

 
(150
)
 
(483
)
 
359

 
(274
)
Net cash used in investing activities from discontinued operations
—

 
—

 
—

 
(26
)
 
—

 
(26
)
Net cash (used in) provided by investing activities
—

 
—

 
(150
)
 
(509
)
 
359

 
(300
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net proceeds under other short- and long-term debt agreements
—

 
—

 
—

 
3

 
—

 
3

Repayments under long-term debt agreements
—

 
—

 
(164
)
 
—

 
—

 
(164
)
Repayment of senior notes
—

 
—

 
(526
)
 
—

 
—

 
(526
)
Proceeds from issuance of senior notes, net of issuance costs
—

 
—

 
691

 
—

 
—

 
691

Dividend payments of consolidated affiliates to minority shareholders
—

 
—

 
—

 
(7
)
 
—

 
(7
)
Proceeds from borrowings from affiliates
240

 
144

 
234

 
—

 
(618
)
 
—

Payments on borrowings from affiliates
(30
)
 
(144
)
 
(85
)
 
—

 
259

 
—

Repurchase of ordinary shares
(153
)
 
—

 
—

 
—

 
—

 
(153
)
Distribution of cash dividends
(77
)
 
—

 
—

 
—

 
—

 
(77
)
Taxes withheld and paid on employees' restricted share awards
—

 
—

 
—

 
(8
)
 
—

 
(8
)
Net cash (used in) provided by financing activities
(20
)
 
—

 
150

 
(12
)
 
(359
)
 
(241
)
Effect of exchange rate fluctuations on cash and cash equivalents
—

 
—

 
—

 
(6
)
 
—

 
(6
)
Increase (decrease) in cash and cash equivalents
25

 
—

 
—

 
(436
)
 
—

 
(411
)
Cash and cash equivalents at beginning of period
7

 
—

 
—

 
1,382

 
—

 
1,389

Cash and cash equivalents at end of period
$
32

 
$
—

 
$
—

 
$
946

 
$
—

 
$
978

Cash and cash equivalents of discontinued operations
$
—

 
$
—

 
$
—

 
$
43

 
$
—

 
$
43

Cash and cash equivalents of continuing operations
$
32

 
$
—

 
$
—

 
$
903

 
$
—

 
$
935

Segment Reporting (Tables)
Schedule of Segment Reporting Information, by Segment 
Included below are sales and operating data for Delphi’s segments for the three months ended March 31, 2015 and 2014.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2015:
 
 
 
 
 
 
 
 
 
Net sales
$
2,078

 
$
1,081

 
$
682

 
$
(44
)
 
$
3,797

Depreciation & amortization
$
66

 
$
44

 
$
18

 
$
—

 
$
128

Adjusted operating income
$
264

 
$
129

 
$
79

 
$
—

 
$
472

Operating income
$
253

 
$
121

 
$
72

 
$
—

 
$
446

Equity income
$
4

 
$
1

 
$
—

 
$
—

 
$
5

Net income attributable to noncontrolling interest
$
8

 
$
8

 
$
—

 
$
—

 
$
16


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other (1)
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2014:
 
 
 
 
 
 
 
 
 
Net sales
$
2,111

 
$
1,097

 
$
737

 
$
(48
)
 
$
3,897

Depreciation & amortization
$
64

 
$
51

 
$
19

 
$
—

 
$
134

Adjusted operating income
$
269

 
$
113

 
$
81

 
$
—

 
$
463

Operating income
$
254

 
$
111

 
$
75

 
$
—

 
$
440

Equity income
$
6

 
$
1

 
$
—

 
$
—

 
$
7

Net income attributable to noncontrolling interest
$
7

 
$
9

 
$
—

 
$
—

 
$
16

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
Schedule of Segment Reporting Adjusted OI to Net Income By Segment 
The reconciliation of Adjusted Operating Income to Operating Income includes restructuring, other project and integration costs related to acquisitions and other portfolio transactions and asset impairments. The reconciliation of Adjusted Operating Income to net income attributable to Delphi for the three months ended March 31, 2015 and 2014 are as follows:
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2015:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
264

 
$
129

 
$
79

 
$
—

 
$
472

Restructuring
(4
)
 
(6
)
 
(6
)
 
—

 
(16
)
Other acquisition and portfolio project costs
(5
)
 
(2
)
 
(1
)
 
—

 
(8
)
Asset impairments
(2
)
 
—

 
—

 
—

 
(2
)
Operating income
$
253

 
$
121

 
$
72

 
$
—

 
446

Interest expense
 
 
 
 
 
 
 
 
(32
)
Other income (expense), net
 
 
 
 
 
 
 
 
(54
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
360

Income tax expense
 
 
 
 
 
 
 
 
(61
)
Equity income, net of tax
 
 
 
 
 
 
 
 
5

Income from continuing operations
 
 
 
 
 
 
 
 
304

Loss from discontinued operations, net of tax
 
 
 
 
 
 
 
 
(75
)
Net income
 
 
 
 
 
 
 
 
229

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
20

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
209


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Eliminations
and Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)
For the Three Months Ended March 31, 2014:
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
269

 
$
113

 
$
81

 
$
—

 
$
463

Restructuring
(13
)
 
(2
)
 
(6
)
 
—

 
(21
)
Other acquisition and portfolio project costs
(2
)
 
—

 
—

 
—

 
(2
)
Operating income
$
254

 
$
111

 
$
75

 
$
—

 
440

Interest expense
 
 
 
 
 
 
 
 
(35
)
Other income (expense), net
 
 
 
 
 
 
 
 
(17
)
Income from continuing operations before income taxes and equity income
 
 
 
 
 
 
 
 
388

Income tax expense
 
 
 
 
 
 
 
 
(69
)
Equity income, net of tax
 
 
 
 
 
 
 
 
7

Income from continuing operations
 
 
 
 
 
 
 
 
326

Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
15

Net income
 
 
 
 
 
 
 
 
341

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
21

Net income attributable to Delphi
 
 
 
 
 
 
 
 
$
320

Discontinued Operations (Tables)
Schedule of Reconciliation of Major Classes of Assets and Liabilities of Discontinued Operations Classified as Held for Sale 
The following table summarizes the carrying value of the major classes of assets and liabilities of the discontinued operations, which were classified as held for sale as of March 31, 2015:
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
(in millions)
Cash and cash equivalents
$
43

 
$
45

Accounts receivable, net
249

 
228

Inventories, net
101

 
91

Property, net
325

 
322

Investments in affiliates
41

 
130

Intangible assets, net
17

 
18

Other assets
61

 
61

Total assets of the discontinued operations classified as held for sale
$
837

 
$
895

 
 
 
 
Accounts payable
$
318

 
$
303

Accrued liabilities
52

 
53

Other liabilities
36

 
35

Total liabilities of the discontinued operations classified as held for sale
$
406

 
$
391

Schedule of Reconciliation of Major Classes of Profit or Loss of Discontinued Operations 
A reconciliation of the major classes of line items constituting pretax profit or loss of discontinued operations to income (loss) from discontinued operations, net of tax as presented in the consolidated statements of operations is as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in millions)
Net sales
$
373

 
$
379

Cost of sales
343

 
344

Selling, general and administrative
11

 
13

Amortization
1

 
2

Restructuring
1

 
1

Other income and (expense) items that are not major
—

 
1

Income from discontinued operations before income taxes and equity income
17

 
20

Income tax expense on discontinued operations
(4
)
 
(6
)
Equity income from discontinued operations, net of tax
—

 
1

Impairment loss
(88
)
 
—

(Loss) income from discontinued operations, net of tax
(75
)
 
15

Income from discontinued operations attributable to noncontrolling interests
4

 
5

Net (loss) income from discontinued operations attributable to Delphi
$
(79
)
 
$
10

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 [Line Items]
 
 
 
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
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Significant Accounting Policies [Line Items]
 
 
 
Investment Income, Dividend
$ 0 
 
 
Intangible Assets, Net (Excluding Goodwill)
681 
 
728 
Amortization of Intangible Assets
24 
24 
 
Goodwill
611 
 
656 
KDAC
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Investment Income, Dividend
 
10 
 
GM
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Accounts and Other Receivables
361 
 
301 
VW
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Accounts and Other Receivables
$ 218 
 
$ 187 
Customer Concentration Risk |
Total Net Sales |
GM & VW
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Percentage of Total Net Sales
22.00% 
25.00% 
 
Customer Concentration Risk |
Total Net Sales |
GM
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Percentage of Total Net Sales
14.00% 
16.00% 
 
Customer Concentration Risk |
Total Net Sales |
VW
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
Percentage of Total Net Sales
8.00% 
9.00% 
 
Inventories (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Inventory Disclosure [Abstract]
 
 
Productive material
$ 629 
$ 562 
Work-in-process
86 
104 
Finished goods
366 
347 
Total
$ 1,081 
$ 1,013 
Assets Current Assets (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Value added tax receivable
$ 175 
$ 191 
Deferred income taxes
168 
171 
Prepaid insurance and other expenses
54 
59 
Reimbursable engineering costs
48 
55 
Notes receivable
29 
28 
Income and other taxes receivable
27 
34 
Deposits to vendors
8 
8 
Derivative financial instruments (Note 14)
1 
0 
Other
23 
21 
Total
$ 533 
$ 567 
Assets Non Current assets (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Deferred income taxes
$ 223 
$ 232 
Debt issuance costs (Note 8)
38 
42 
Income and other taxes receivable
66 
67 
Reimbursable engineering costs
64 
73 
Value added tax receivable
24 
28 
Derivative financial instruments (Note 14)
1 
0 
Other
63 
66 
Total
$ 479 
$ 508 
Liabilities Other Liabilities, Current (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Other Liabilities Disclosure [Abstract]
 
 
Payroll-related obligations
$ 242 
$ 243 
Employee benefits, including current pension obligations
64 
127 
Income and other taxes payable
227 
259 
Warranty obligations (Note 6)
61 
64 
Restructuring (Note 7)
51 
80 
Customer deposits
31 
34 
Deferred income taxes
7 
8 
Derivative financial instruments (Note 14)
75 
64 
Accrued interest
9 
30 
Other
314 
312 
Total
$ 1,081 
$ 1,221 
Liabilities Other Liabilities, Non Current (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Other Liabilities Disclosure [Abstract]
 
 
Environmental (Note 10)
$ 4 
$ 4 
Extended disability benefits
11 
11 
Warranty obligations (Note 6)
82 
82 
Restructuring (Note 7)
14 
17 
Payroll-related obligations
9 
10 
Accrued income taxes
28 
29 
Deferred income taxes
164 
162 
Derivative financial instruments (Note 14)
37 
40 
Other
35 
35 
Total
$ 384 
$ 390 
Warranty Obligations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
 
Accrual balance at beginning of period
$ 146 
Provision for estimated warranties incurred during the period
25 
Provision for changes in estimate for pre-existing warranties
3 
Settlements made during the period (in cash or in kind)
(24)
Foreign currency translation and other
(7)
Accrual balance at end of period
$ 143 
Restructuring Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Restructuring Cost and Reserve [Line Items]
 
 
Restructuring
$ 16 
$ 21 
Restructuring, Cash Expenditures
40 
46 
Discontinued Operations |
Thermal Systems
 
 
Restructuring Cost and Reserve [Line Items]
 
 
Restructuring
$ 1 
$ 1 
Restructuring Restructuring Costs by Segment (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Restructuring Cost and Reserve [Line Items]
 
 
Restructuring
$ 16 
$ 21 
Electrical / Electronic Architecture
 
 
Restructuring Cost and Reserve [Line Items]
 
 
Restructuring
4 
13 
Powertrain Systems
 
 
Restructuring Cost and Reserve [Line Items]
 
 
Restructuring
6 
2 
Electronics And Safety
 
 
Restructuring Cost and Reserve [Line Items]
 
 
Restructuring
$ 6 
$ 6 
Restructuring Restructuring Liability (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Restructuring Reserve [Roll Forward]
 
 
Accrual Balance Beginning Balance
$ 97 
 
Restructuring Charges
16 
21 
Payments made during the period
(40)
(46)
Foreign currency and other
(8)
 
Accrual Balance Ending Balance
65 
 
Employee Termination Benefits Liability
 
 
Restructuring Reserve [Roll Forward]
 
 
Accrual Balance Beginning Balance
95 
 
Restructuring Charges
16 
 
Payments made during the period
(40)
 
Foreign currency and other
(8)
 
Accrual Balance Ending Balance
63 
 
Other Exit Costs Liability
 
 
Restructuring Reserve [Roll Forward]
 
 
Accrual Balance Beginning Balance
2 
 
Restructuring Charges
0 
 
Payments made during the period
0 
 
Foreign currency and other
0 
 
Accrual Balance Ending Balance
$ 2 
 
Debt Debt Outstanding (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024 & Senior Notes, 1.500% Due 2025
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 5.875% Due 2019
May 17, 2011
Notes Payable, Other Payables
Senior Notes, 5.875% Due 2019
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
Dec. 31, 2014
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
May 17, 2011
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 5.000% Due 2023
Dec. 31, 2014
Notes Payable, Other Payables
Senior Notes, 5.000% Due 2023
Feb. 14, 2013
Notes Payable, Other Payables
Senior Notes, 5.000% Due 2023
Mar. 3, 2014
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
Dec. 31, 2014
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
Mar. 3, 2014
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
Mar. 10, 2015
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
Mar. 31, 2015
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
Mar. 10, 2015
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
Dec. 31, 2014
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
Mar. 31, 2015
Loans Payable
Tranche A, Due 2018
Dec. 31, 2014
Loans Payable
Tranche A, Due 2018
Mar. 31, 2015
Accounts Receivable Factoring
Dec. 31, 2014
Accounts Receivable Factoring
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized Discount
 
 
$ 6 
 
 
 
 
 
 
 
 
 
 
$ 2 
 
 
 
 
 
 
 
 
 
Accounts receivable factoring
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
0 
Senior Notes
 
 
 
 
 
0 
500 
 
800 
800 
 
 
698 
698 
 
 
759 
 
0 
 
 
 
 
Tranche A Term Loan, due 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400 
400 
 
 
Capital leases and other
60 
53 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
2,717 
2,451 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: current portion
(44)
(34)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
$ 2,673 
$ 2,417 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
5.875% 
6.125% 
 
6.125% 
5.00% 
 
5.00% 
 
4.15% 
 
4.15% 
 
1.50% 
1.50% 
 
 
 
 
 
Debt Instrument, Maturity Date
 
 
 
May 15, 2019 
 
May 15, 2021 
 
 
Feb. 15, 2023 
 
 
Mar. 15, 2024 
Mar. 15, 2024 
 
 
Mar. 10, 2025 
Mar. 10, 2025 
 
 
 
 
 
 
Debt Credit Agreement (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2014
Amended and Restated Credit Agreement [Member]
Mar. 31, 2013
Amended and Restated Credit Agreement [Member]
Mar. 31, 2015
Amended and Restated Credit Agreement [Member]
Mar. 31, 2015
Tranche A, Due 2018
Loans Payable
Dec. 31, 2014
Tranche A, Due 2018
Loans Payable
Dec. 31, 2012
Tranche A, Due 2018
JPMorgan Chase Bank, N.A.
Mar. 31, 2015
Tranche A, Due 2018
Revolving Credit Facility
Minimum
Mar. 31, 2015
Tranche A, Due 2018
Revolving Credit Facility
Maximum
Mar. 31, 2015
Tranche A, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
Mar. 31, 2015
Tranche A, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
Administrative Agent’s Alternate Base Rate
Dec. 31, 2014
Tranche A, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
Administrative Agent’s Alternate Base Rate
Mar. 31, 2015
Tranche A, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
LIBOR
Dec. 31, 2014
Tranche A, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
LIBOR
May 17, 2011
Revolver, Due 2018
JPMorgan Chase Bank, N.A.
Dec. 31, 2012
Revolver, Due 2018
JPMorgan Chase Bank, N.A.
Mar. 31, 2015
Revolver, Due 2018
Revolving Credit Facility
JPMorgan Chase Bank, N.A.
Mar. 31, 2015
Revolver, Due 2018
Revolving Credit Facility
JPMorgan Chase Bank, N.A.
LIBOR
Mar. 31, 2015
Revolver, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
Administrative Agent’s Alternate Base Rate
Dec. 31, 2014
Revolver, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
Administrative Agent’s Alternate Base Rate
Mar. 31, 2015
Revolver, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
LIBOR
Dec. 31, 2014
Revolver, Due 2018
Loans Payable
JPMorgan Chase Bank, N.A.
LIBOR
Mar. 31, 2015
Original Credit Agreement
Secured Debt
JPMorgan Chase Bank, N.A.
Mar. 31, 2011
Original Credit Agreement
Secured Debt
JPMorgan Chase Bank, N.A.
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Agreement on Senior Secured Facilities
 
 
 
 
 
 
 
 
 
 
$ 575 
 
 
 
 
 
 
$ 1,500 
 
 
 
 
 
 
$ 3,000 
Line of Credit Facility, Increase, Additional Borrowings
 
 
 
 
 
 
 
574 
 
 
 
 
 
 
 
2,400 
1,300 
 
 
 
 
 
 
 
 
Payments of Debt Issuance Costs
 
 
 
14 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
(52)
(34)
(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized Debt Issuance Costs
 
 
 
 
18 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of Credit Issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17 
 
Basis spread of variable rate
 
 
 
 
 
 
 
 
 
 
 
0.25% 
0.25% 
1.00% 
1.00% 
 
 
 
1.00% 
0.25% 
0.25% 
1.00% 
1.00% 
 
 
Contingent change in Appplicable Rate
 
 
 
 
 
 
 
 
0.00% 
2.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings as of March 31, 2015
 
 
 
 
 
$ 400 
$ 400 
 
 
 
 
 
 
 
 
 
 
$ 0 
 
 
 
 
 
 
 
Rates effective as of March 31, 2015
 
 
 
 
 
 
 
 
 
 
1.1875% 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
Covenant Compliance, Maximum Ratio of Indebtedness to EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
275.00% 
 
Debt Senior Notes (Details)
0 Months Ended 3 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
May 17, 2011
USD ($)
Mar. 31, 2015
USD ($)
Mar. 31, 2014
USD ($)
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 5.875% Due 2019
Mar. 31, 2014
Notes Payable, Other Payables
Senior Notes, 5.875% Due 2019
USD ($)
May 17, 2011
Notes Payable, Other Payables
Senior Notes, 5.875% Due 2019
USD ($)
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
USD ($)
May 17, 2011
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
Feb. 14, 2013
Notes Payable, Other Payables
Senior Notes, 5.000% Due 2023
USD ($)
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 5.000% Due 2023
Mar. 3, 2014
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
USD ($)
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
Mar. 3, 2014
Notes Payable, Other Payables
Senior Notes, 4.150% Due 2024
USD ($)
Mar. 10, 2015
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
USD ($)
Mar. 31, 2015
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
Mar. 10, 2015
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
Mar. 10, 2015
Net Investment Hedging
Designated as Hedging Instrument
Notes Payable, Other Payables
Euro-Denominated Senior Notes, 1.500% Due 2025
EUR (€)
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior notes issued
 
 
 
 
 
$ 500,000,000 
 
 
$ 800,000,000 
 
 
 
$ 700,000,000 
 
 
 
€ 700,000,000 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
 
5.875% 
6.125% 
6.125% 
5.00% 
5.00% 
 
4.15% 
4.15% 
 
1.50% 
1.50% 
 
Debt Instrument, Maturity Date
 
 
 
May 15, 2019 
 
 
May 15, 2021 
 
 
Feb. 15, 2023 
Mar. 15, 2024 
Mar. 15, 2024 
 
Mar. 10, 2025 
Mar. 10, 2025 
 
 
Debt Issuance Costs
23,000,000 
 
 
 
 
 
 
 
12,000,000 
 
6,000,000 
 
 
5,000,000 
 
 
 
Senior Notes Net Proceeds
1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
$ (52,000,000)
$ (34,000,000)
 
$ (33,000,000)
 
$ (52,000,000)
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Price
 
 
 
 
 
 
 
 
 
 
 
 
99.649% 
 
 
99.54% 
 
Debt Instrument, Interest Rate, Effective Percentage
 
 
 
 
 
 
 
 
 
 
 
 
4.193% 
 
 
1.55% 
 
Debt Other Financing (Details)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2015
USD ($)
Mar. 31, 2014
USD ($)
Mar. 31, 2015
EUR (€)
Dec. 31, 2014
USD ($)
Mar. 31, 2015
Accounts Receivable Factoring
USD ($)
Dec. 31, 2014
Accounts Receivable Factoring
USD ($)
Mar. 31, 2015
Interest Expense
USD ($)
Schedule of Debt [Line Items]
 
 
 
 
 
 
 
Maximum Funding From European Factoring Program
 
 
€ 350 
 
 
 
 
Other Short-term Borrowings
 
 
 
 
0 
0 
 
Receivables Factored Qualifying As Sales
27 
 
 
 
 
 
 
Accounts Receivable Discount Expense
 
 
 
 
 
 
1 
Other Debt and Capital Lease Obligations
60 
 
 
53 
 
 
 
Interest Paid
$ 50 
$ 37 
 
 
 
 
 
Pension Benefits Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
 
 
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
Mar. 31, 2015
Mar. 31, 2014
Non-U.S. Plans
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
Service cost
$ 15 
$ 14 
Interest cost
21 
24 
Expected return on plan assets
(20)
(19)
Amortization of actuarial losses
4 
2 
Net periodic benefit cost
20 
21 
U.S. Plans
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
Service cost
0 
0 
Interest cost
0 
0 
Expected return on plan assets
0 
0 
Amortization of actuarial losses
0 
0 
Net periodic benefit cost
$ 0 
$ 0 
Commitments And Contingencies GM Ignition Switch Recall (Details) (Pending Litigation, GM Ignition Switch Recall, USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Pending Litigation |
GM Ignition Switch Recall
 
Loss Contingencies [Line Items]
 
Loss Contingency Accrual
$ 0 
Commitments And Contingencies Unsecured Creditors Litigation (Details) (Pending Litigation, Unsecured Creditors Litigation, USD $)
3 Months Ended
Mar. 31, 2015
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, Range of Possible Loss, Maximum
300,000,000 
Loss Contingency Accrual
0 
Litigation, Damages Benchmark, Fourth LLP Agreement
 
Loss Contingencies [Line Items]
 
Cumulative Distribution Threshold
$ 7,200,000,000 
Commitments And Contingencies Brazil Matters (Details) (Brazil, USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Brazil
 
Loss Contingencies [Line Items]
 
Brazil Loss Contingency, Claims asserted against Delphi
$ 155 
Brazil Loss Contingency Accrual, at Carrying Value
$ 27 
Commitments And Contingencies Environmental Matters (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Environmental Exit Cost [Line Items]
 
 
Accrual for Environmental Loss Contingencies
$ 5 
$ 5 
Accrued Environmental Loss Contingencies, Noncurrent
4 
4 
Accrued Liabilities
 
 
Environmental Exit Cost [Line Items]
 
 
Accrued Environmental Loss Contingencies, Current
1 
1 
Other Long-Term Liabilities
 
 
Environmental Exit Cost [Line Items]
 
 
Accrued Environmental Loss Contingencies, Noncurrent
4 
4 
Discontinued Operations |
Liabilities Held for Sale
 
 
Environmental Exit Cost [Line Items]
 
 
Accrual for Environmental Loss Contingencies
$ 16 
$ 16 
Income Taxes Income Tax Expense & Effective Tax Rate (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Tax Disclosure [Abstract]
 
 
Income tax expense
$ 61 
$ 69 
Effective tax rate
17.00% 
18.00% 
Cash Taxes Paid (including discontinued operations)
$ 65 
$ 71 
Income Taxes Income Tax Unusual or Infrequent Items (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Tax Disclosure [Abstract]
 
 
Other Change in Tax Reserves (1)
$ 1 1
$ (3)1
Other Adjustments (2)
0 
(1)2
Income Tax Expense (Benefit) associated with unusual or infrequent items
$ 1 
$ (4)
Income Taxes Tax Return Filing Determinations and Elections (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 8 Months Ended 9 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Aug. 19, 2009
Oct. 6, 2009
Loss Contingencies [Line Items]
 
 
 
 
Income Tax Contingency, Federal Statutory Rate for Foreign Shareholders
30.00% 
 
 
 
Effective tax rate
17.00% 
18.00% 
 
 
Acquisition Date
 
 
 
Oct. 06, 2009 
Formation of LLP
 
 
Aug. 19, 2009 
 
Internal Revenue Service (IRS) |
IRS NOPA
 
 
 
 
Loss Contingencies [Line Items]
 
 
 
 
Adjustment Recorded
$ 0 
 
 
 
Minimum |
IRS NOPA
 
 
 
 
Loss Contingencies [Line Items]
 
 
 
 
Income Tax Contingency, Increased Annual Effective Tax Rate
20.00% 
 
 
 
Maximum |
IRS NOPA
 
 
 
 
Loss Contingencies [Line Items]
 
 
 
 
Income Tax Contingency, Increased Annual Effective Tax Rate
22.00% 
 
 
 
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
Mar. 31, 2015
Mar. 31, 2014
Numerator:
 
 
Income from continuing operations
$ 288 
$ 310 
Income (loss) from discontinued operations
(79)
10 
Net income attributable to Delphi
$ 209 
$ 320 
Denominator:
 
 
Weighted average number of basic shares outstanding
290,900,000 
305,850,000 
Dilutive shares related to RSU's
910,000 
1,040,000 
Weighted average ordinary shares outstanding, including dilutive shares
291,810,000 
306,890,000 
Basic net income (loss) per share:
 
 
Income from Continuing Operations, per basic share
$ 0.99 
$ 1.02 
Income (loss) from Discontinued Operations, per basic share
$ (0.27)
$ 0.03 
Basic net income per share attributable to Delphi
$ 0.72 
$ 1.05 
Diluted net income (loss) per share:
 
 
Income from Continuing Operations, per diluted share
$ 0.99 
$ 1.01 
Income (loss) from Discontinued Operations, per diluted share
$ (0.27)
$ 0.03 
Diluted net income per share attributable to Delphi
$ 0.72 
$ 1.04 
Antidilutive securities share impact
0.00 
0.00 
Shareholders' Equity And Net Income Per Share Share Repurchase Program (Details) (USD $)
3 Months Ended 1 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2015
Share Repurchase Program January 2014
Mar. 31, 2015
Share Repurchase Program January 2015
Apr. 29, 2015
Subsequent Event
Apr. 30, 2015
Subsequent Event
Share Repurchase Program January 2015
Share Repurchase Program [Line Items]
 
 
 
 
 
 
Stock Repurchase Program, Authorized Amount
 
 
$ 1,000,000,000 
$ 1,500,000,000 
 
 
Stock Repurchased During Period, Shares
3,233,146 
2,376,391 
 
 
 
 
Stock Repurchased, Average Price per Share
$ 74.17 
$ 66.14 
 
 
 
 
Stock Repurchased During Period, Value
240,000,000 
157,000,000 
 
 
80,000,000 
 
Stock Repurchase Program, Remaining Authorized Repurchase Amount
 
 
 
$ 1,426,000,000 
 
$ 1,346,000,000 
Shareholders' Equity And Net Income Per Share Dividends (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Shareholders' Equity and Net Income Per Share Note [Abstract]
 
 
 
 
 
 
 
Cash dividends per share
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 1.00 
$ 0.68 
Payments of Cash Dividends
$ 73 
$ 73 
$ 75 
$ 76 
$ 77 
$ 301 
 
Shareholders' Equity And Net Income Per Share Other (Details) (USD $)
11 Months Ended 3 Months Ended
Nov. 22, 2011
Mar. 31, 2015
Unsecured Creditors Litigation
Pending Litigation
Mar. 31, 2015
Unsecured Creditors Litigation
Litigation, Damages Benchmark, Fourth LLP Agreement
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, Range of Possible Loss, Maximum
 
300,000,000 
 
Loss Contingency Accrual
 
$ 0 
 
Changes in Accumulated Other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
Accumulated other comprehensive income, beginning of period
$ (741)
 
Aggregate adjustment for the period
(211)
(46)
Accumulated other comprehensive income, end of period
(950)
(279)
Foreign currency translation adjustments
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
Accumulated other comprehensive income, beginning of period
(333)
(17)
Aggregate adjustment for the period
(232)
(10)
Accumulated other comprehensive income, end of period
(565)
(27)
Unrealized gains (losses) on derivatives
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax
6 
7 
Tax effect of reclassification to income
5 
1 
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
Accumulated other comprehensive income, beginning of period
(78)
2 
Other comprehensive income before reclassifications (net of tax effect)
(23)
(34)
Reclassification to income (net of tax effect)
19 
1 
Accumulated other comprehensive income, end of period
(82)
(31)
Pension and postretirement plans
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Tax effect of current period changes in fair value
4 
0 
Tax effect of reclassification to income
1 
0 
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
Accumulated other comprehensive income, beginning of period
(330)
(222)
Other comprehensive income before reclassifications (net of tax effect)
24 
(1)
Reclassification to income (net of tax effect)
3 
2 
Accumulated other comprehensive income, end of period
$ (303)
$ (221)
Changes in Accumulated Other Comprehensive Income AOCI Reclassifications (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Cost of sales
$ 3,056 
$ 3,164 
Other income
(3)
1 
Income tax expense
(61)
(69)
Net income
229 
341 
Net income attributable to noncontrolling interest
(20)
(21)
Net income attributable to Delphi
209 
320 
Amount Reclassified from Accumulated Other Comprehensive Income
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Net income attributable to Delphi
(22)
(3)
Amount Reclassified from Accumulated Other Comprehensive Income |
Unrealized gains (losses) on derivatives
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Income before income taxes
(24)
0 
Income tax expense
5 
(1)
Net income
(19)
(1)
Net income attributable to noncontrolling interest
0 
0 
Net income attributable to Delphi
(19)
(1)
Amount Reclassified from Accumulated Other Comprehensive Income |
Pension and postretirement plans
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Actuarial gains/(losses)
(4)1
(2)1
Income before income taxes
(4)
(2)
Income tax expense
1 
0 
Net income
(3)
(2)
Net income attributable to noncontrolling interest
0 
0 
Net income attributable to Delphi
(3)
(2)
Amount Reclassified from Accumulated Other Comprehensive Income |
Commodity derivatives |
Unrealized gains (losses) on derivatives
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Cost of sales
(10)
(4)
Amount Reclassified from Accumulated Other Comprehensive Income |
Foreign currency derivatives |
Unrealized gains (losses) on derivatives
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
Cost of sales
(14)
2 
Other income
$ 0 
$ 2 
Derivatives And Hedging Activities Narrative (Details)
3 Months Ended 12 Months Ended 3 Months Ended
Mar. 31, 2015
USD ($)
Mar. 31, 2017
Scenario, Forecast
Cost of Sales
USD ($)
Mar. 31, 2016
Scenario, Forecast
Cost of Sales
USD ($)
Mar. 31, 2015
Designated as Hedging Instrument
USD ($)
Mar. 31, 2014
Designated as Hedging Instrument
USD ($)
Mar. 10, 2015
Net Investment Hedging
Euro-Denominated Senior Notes, 1.500% Due 2025
Designated as Hedging Instrument
Notes Payable, Other Payables
EUR (€)
Derivative [Line Items]
 
 
 
 
 
 
Debt Instrument designated as net investment hedge
 
 
 
 
 
€ 700,000,000 
Net derivative gains (losses) included in accumulated other comprehensive income, before tax
(111,000,000)
 
 
 
 
 
Net derivative gains (losses) included in accumulated other comprehensive income, after tax
(82,000,000)
 
 
 
 
 
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
 
(37,000,000)
(74,000,000)
(24,000,000)
0 
 
Gain (Loss) on Net Investment Hedge, Net of Tax
(2,000,000)
 
 
 
 
 
Amount of Ineffectiveness on Net Investment Hedges
0 
 
 
 
 
 
Net investment hedge gains (losses) included in accumulated other comprehensive income
$ (2,000,000)
 
 
 
 
 
Derivatives And Hedging Activities Notional Amounts of Derivative Instruments (Details)
In Millions, unless otherwise specified
Mar. 31, 2015
USD ($)
Mar. 31, 2015
Copper
Forward Contracts
USD ($)
lb
Mar. 31, 2015
Primary Aluminum
Forward Contracts
USD ($)
lb
Mar. 31, 2015
Mexican Peso
Foreign currency derivatives
Forward Contracts
USD ($)
Mar. 31, 2015
Mexican Peso
Foreign currency derivatives
Forward Contracts
MXN ($)
Mar. 31, 2015
Polish Zloty
Foreign currency derivatives
Forward Contracts
USD ($)
Mar. 31, 2015
Polish Zloty
Foreign currency derivatives
Forward Contracts
PLN
Mar. 31, 2015
Chinese Yuan Renminbi
Foreign currency derivatives
Forward Contracts
USD ($)
Mar. 31, 2015
Chinese Yuan Renminbi
Foreign currency derivatives
Forward Contracts
CNY
Mar. 31, 2015
New Turkish Lira
Foreign currency derivatives
Forward Contracts
USD ($)
Mar. 31, 2015
New Turkish Lira
Foreign currency derivatives
Forward Contracts
TRY (£)
Mar. 31, 2015
Hungarian Forint
Foreign currency derivatives
Forward Contracts
USD ($)
Mar. 31, 2015
Hungarian Forint
Foreign currency derivatives
Forward Contracts
HUF
Mar. 31, 2015
Brazilian Real
Foreign currency derivatives
Forward Contracts
USD ($)
Mar. 31, 2015
Brazilian Real
Foreign currency derivatives
Forward Contracts
BRL
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative, nonmonetary (in lbs)
 
111,038,000 
18,069,000 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative
 
$ 300 
$ 15 
$ 775 
$ 11,790 
$ 80 
 310 
$ 80 
 506 
$ 70 
£ 183 
$ 70 
 18,719 
$ 35 
 108 
Additional Foreign Currency and Commodity Forward Contracts, Individually Less Than
$ 10 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives And Hedging Activities Fair Value of Derivative Instruments (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Derivatives, Fair Value [Line Items]
 
 
Derivative, Fair Value, Net
$ (110)
$ (104)
Designated as Hedging Instrument
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
19 
5 
Derivative liability, fair value, gross liability
129 
109 
Not Designated as Hedging Instrument
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset, Fair Value, Amount Not Offset Against Collateral
 
1 
Derivative Liability, Fair Value, Amount Not Offset Against Collateral
 
1 
Commodity derivatives |
Designated as Hedging Instrument |
Other Current Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
0 
0 
Commodity derivatives |
Designated as Hedging Instrument |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative liability, fair value, gross liability
22 
19 
Commodity derivatives |
Designated as Hedging Instrument |
Other Long-Term Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
0 
0 
Commodity derivatives |
Designated as Hedging Instrument |
Other Long-Term Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative liability, fair value, gross liability
9 
8 
Foreign currency derivatives |
Designated as Hedging Instrument |
Other Current Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
1 
 
Derivative liability, fair value, gross liability
0 
 
Derivative, Fair Value, Net
1 1
 
Foreign currency derivatives |
Designated as Hedging Instrument |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
9 
3 
Derivative liability, fair value, gross liability
62 
48 
Derivative, Fair Value, Net
(53)1
(45)1
Foreign currency derivatives |
Designated as Hedging Instrument |
Other Long-Term Assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
2 
 
Derivative liability, fair value, gross liability
1 
 
Derivative, Fair Value, Net
1 1
 
Foreign currency derivatives |
Designated as Hedging Instrument |
Other Long-Term Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
7 
2 
Derivative liability, fair value, gross liability
35 
34 
Derivative, Fair Value, Net
(28)1
(32)1
Foreign currency derivatives |
Not Designated as Hedging Instrument |
Accrued Liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Fair Value, Net
 
0 1
Derivative Asset, Fair Value, Amount Not Offset Against Collateral
 
1 
Derivative Liability, Fair Value, Amount Not Offset Against Collateral
 
$ 1 
Derivatives And Hedging Activities Effect of Derivative Instruments in Consolidated Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 3 Months Ended
Mar. 31, 2017
Scenario, Forecast
Cost of Sales
Mar. 31, 2016
Scenario, Forecast
Cost of Sales
Mar. 31, 2015
Not Designated as Hedging Instrument
Mar. 31, 2014
Not Designated as Hedging Instrument
Mar. 31, 2015
Not Designated as Hedging Instrument
Commodity derivatives
Mar. 31, 2014
Not Designated as Hedging Instrument
Commodity derivatives
Mar. 31, 2015
Not Designated as Hedging Instrument
Foreign currency derivatives
Mar. 31, 2014
Not Designated as Hedging Instrument
Foreign currency derivatives
Mar. 31, 2015
Designated as Hedging Instrument
Mar. 31, 2014
Designated as Hedging Instrument
Mar. 31, 2015
Designated as Hedging Instrument
Commodity derivatives
Mar. 31, 2014
Designated as Hedging Instrument
Commodity derivatives
Mar. 31, 2015
Designated as Hedging Instrument
Foreign currency derivatives
Mar. 31, 2014
Designated as Hedging Instrument
Foreign currency derivatives
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion
 
 
 
 
 
 
 
 
$ 32 
$ 41 
$ 14 
$ 25 
$ 18 
$ 16 
Loss Reclassified from Accumulated OCI into Income (Effective Portion)
(37)
(74)
 
 
 
 
 
 
(24)
0 
(10)
(4)
(14)
 
Gain Reclassified from Accumulated OCI into Income, Effective Portion
 
 
 
 
 
 
 
 
 
 
 
 
 
4 
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing
 
 
 
 
 
 
 
 
0 
0 
0 
0 
0 
0 
Derivative, Loss on Derivative
 
 
(1)
 
0 
 
(1)
 
 
 
 
 
 
 
Derivative, Gain on Derivative
 
 
 
$ 1 
 
$ 0 
 
$ 1 
 
 
 
 
 
 
Fair Value Of Financial Instruments Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2015
Fair Value, Measurements, Nonrecurring
Mar. 31, 2014
Fair Value, Measurements, Nonrecurring
Mar. 31, 2015
Fair Value, Inputs, Level 2
Dec. 31, 2014
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
 
Derivative, Fair Value, Net
$ (110)
$ (104)
 
 
 
 
Total debt, recorded amount
2,717 
2,451 
 
 
 
 
Total debt, fair value
2,810 
2,567 
 
 
2,810 
2,567 
Asset Impairment Charges
2 
 
2 
0 
 
 
Impairment loss on KDAC interest
$ 88 
 
 
 
 
 
Fair Value Of Financial Instruments Fair Value of Assets and Liabilities (Details) (Recurring Basis, USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total assets
$ 2 
$ 0 
Contingent consideration
12 
11 
Total liabilities
124 
115 
Fair Value, Inputs, Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total assets
0 
0 
Contingent consideration
0 
0 
Total liabilities
0 
0 
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total assets
2 
0 
Contingent consideration
0 
0 
Total liabilities
112 
104 
Fair Value, Inputs, Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total assets
0 
0 
Contingent consideration
12 
11 
Total liabilities
12 
11 
Commodity derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
0 
0 
Derivative liabilities
30 
27 
Commodity derivatives |
Fair Value, Inputs, Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
0 
0 
Derivative liabilities
0 
0 
Commodity derivatives |
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
0 
0 
Derivative liabilities
30 
27 
Commodity derivatives |
Fair Value, Inputs, Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
0 
0 
Derivative liabilities
0 
0 
Foreign currency derivatives
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
2 
0 
Derivative liabilities
82 
77 
Foreign currency derivatives |
Fair Value, Inputs, Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
0 
0 
Derivative liabilities
0 
0 
Foreign currency derivatives |
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
2 
0 
Derivative liabilities
82 
77 
Foreign currency derivatives |
Fair Value, Inputs, Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets
0 
0 
Derivative liabilities
$ 0 
$ 0 
Fair Value Of Financial Instruments Unobservable Inputs Reconciliation (Details) (Contingent Consideration Liability, USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Contingent Consideration Liability
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
 
Beginning of period
$ 11 
Additions
0 
Payments
0 
Interest accretion
1 
End of period
$ 12 
Other Income, Net Other Income Table (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Debt Instrument [Line Items]
 
 
Interest income
$ 1 
$ 2 
Loss on extinguishment of debt
(52)
(34)
Gain on insurance recovery
0 
14 
Other, net
(3)
1 
Other income (expense), net
(54)
(17)
Amended and Restated Credit Agreement [Member]
 
 
Debt Instrument [Line Items]
 
 
Loss on extinguishment of debt
 
$ (1)
Other Income, Net Other Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2015
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
May 17, 2011
Notes Payable, Other Payables
Senior Notes, 6.125% Due 2021
Debt Instrument [Line Items]
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
6.125% 
6.125% 
Loss on extinguishment of debt
$ (52)
$ (34)
$ (52)
 
Gain on insurance recovery
$ 0 
$ 14 
 
 
Acquisitions And Divestitures Acquisition of Antaya Technologies Corporation (Details) (USD $)
In Millions, unless otherwise specified
1 Months Ended 0 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Oct. 31, 2014
Antaya Technologies Corp.
Mar. 31, 2015
Antaya Technologies Corp.
Oct. 31, 2017
Scenario, Forecast
Antaya Technologies Corp.
Business Acquisition [Line Items]
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
100.00% 
 
 
Purchase price, cash consideration
 
 
$ 140 
 
 
Contingent Consideration Liability at closing
 
 
11 
 
 
Total purchase price
 
 
151 
 
 
Contingent Consideration Period
 
 
 
 
3 years 
Definite-lived intangible assets
 
 
75 
 
 
Other assets purchased and liabilities assumed, net
 
 
(17)
 
 
Identifiable net assets acquired
 
 
58 
 
 
Goodwill
611 
656 
93 
 
 
Total purchase price allocation
 
 
151 
 
 
Contingent Consideration Arrangements, Range of Outcomes, Value, High
 
 
 
40 
 
Contingent Consideration Arrangements, Range of Outcomes, Value, Low
 
 
 
$ 0 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
14 years 
 
 
Acquisitions And Divestitures Acquisition of Unwired Holdings, Inc. (Details) (USD $)
In Millions, unless otherwise specified
1 Months Ended 3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Oct. 31, 2014
Unwired Holdings, Inc.
Mar. 31, 2015
Unwired Holdings, Inc.
Oct. 1, 2014
Unwired Holdings, Inc.
Business Acquisition [Line Items]
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
 
100.00% 
Purchase price, cash consideration
 
 
$ 190 
 
 
Acquired cash, excess net working capital and certain tax benefits from acquisition
 
 
19 
 
 
Total purchase price
 
 
209 
 
 
Definite-lived intangible assets
 
 
 
 
63 
Other assets purchased and liabilities assumed, net
 
 
 
 
19 
Identifiable net assets acquired
 
 
 
 
82 
Goodwill
611 
656 
 
 
127 
Total purchase price allocation
 
 
 
 
$ 209 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
 
10 years 
 
Acquisitions And Divestitures Exit of Argentina Electrical Wiring Business (Details) (Subsequent Event, Argentina Electrical Wiring business, USD $)
In Millions, unless otherwise specified
3 Months Ended
Jun. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
Cash payment to buyer for exit of Argentina Electrical Wiring business
$ 7 
Electrical / Electronic Architecture
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
Loss on Exit of Argentina Electrical Wiring business
$ 14 
Share-Based Compensation Long Term Incentive Plan (Details) (PLC Long Term Incentive Plan, USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 1 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended 3 Months Ended
Nov. 22, 2011
Feb. 15, 2012
Minimum
Feb. 15, 2012
Maximum
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)
Mar. 31, 2015
Restricted Stock Units (RSUs)
Apr. 3, 2014
Board of Directors
Restricted Stock Units (RSUs)
Feb. 15, 2012
Executives
2012 Grant
Restricted Stock Units (RSUs)
Feb. 28, 2013
Executives
2013 Grant
Restricted Stock Units (RSUs)
Feb. 28, 2014
Executives
2014 Grant
Restricted Stock Units (RSUs)
Feb. 28, 2015
Executives
2015 Grant
Restricted Stock Units (RSUs)
Apr. 23, 2015
Subsequent Event
Board of Directors
Restricted Stock Units (RSUs)
Apr. 22, 2015
Subsequent Event
Board of Directors
Restricted Stock Units (RSUs)
Feb. 28, 2015
Time-Based
Executives
Restricted Stock Units (RSUs)
Feb. 28, 2014
Time-Based
Executives
Restricted Stock Units (RSUs)
Mar. 31, 2015
Performance-Based
Executives
2012 Grant
Restricted Stock Units (RSUs)
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
 
 
 
 
 
 
 
902,000 
24,144 
1,880,000 
1,450,000 
780,000 
900,000 
20,347 
 
 
 
 
Grant Date Fair Value
 
 
 
$ 76 
$ 53 
$ 60 
 
 
$ 2 
 
 
 
 
$ 2 
 
 
 
 
RSU's Issued in Period, Gross
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24,482 
535,345 
365,930 
1,364,966 
Fair Value of RSUs Vested in Period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 2 
$ 42 
$ 23 
$ 107 
RSU's, Used to Pay Witholding Taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,673 
199,211 
131,913 
545,192 
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% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-Based Compensation Weighting for Components of Performance Based RSU Awards (Details) (PLC Long Term Incentive Plan)
3 Months Ended
Mar. 31, 2015
2013 - 2015 Grants [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Average Return on Net Assets (1)
50.00% 1
Cumulative Earnings Per Share (2)
30.00% 2
Relative Total Shareholder Return (3)
20.00% 3
2012 Grant
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Average Return on Net Assets (1)
50.00% 1
Cumulative Net Income
30.00% 
Relative Total Shareholder Return (3)
20.00% 3
Share-Based Compensation Summary of Activity for LTIP RSU's (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Taxes withheld and paid on employees' restricted share awards
$ 58 
$ 8 
 
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
$ 64.19 
 
$ 50.38 
LTIP Grants in Period, Weighted Average Grant Date Fair Value per share
$ 84.31 
 
 
LTIP Vested in Period, Weighted Average Grant Date Fair Value per share
$ 39.92 
 
 
LTIP Shares, Forfeitures, Weighted Average Grant Date Fair Value per share
$ 55.91 
 
 
Share-based Compensation Expense
14 
14 
 
Share-based Compensation Expense, Net of Tax
11 
11 
 
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized
134 
 
 
Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
2 years 0 months 
 
 
Taxes withheld and paid on employees' restricted share awards
$ 58 
$ 8 
 
PLC Long Term Incentive Plan |
Restricted Stock Units (RSUs)
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
LTIP Shares, Nonvested, Number
2,593,000 
 
2,274,000 
RSU's Granted
902,000 
 
 
LTIP RSU's, Vested in Period
(526,000)
 
 
LTIP Shares, Forfeited in Period
(57,000)
 
 
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Net sales
$ 3,797 
$ 3,897 
Cost of sales
3,056 
3,164 
Selling, general and administrative
255 
248 
Amortization
24 
24 
Restructuring
16 
21 
Total operating expenses
3,351 
3,457 
Operating income
446 
440 
Interest expense
(32)
(35)
Other income (expense), net
(54)
(17)
Income from continuing operations before income taxes and equity income
360 
388 
Income tax expense
(61)
(69)
Income from continuing operations before equity income
299 
319 
Equity income, net of tax
5 
7 
Equity in net income (loss) of subsidiaries
0 
0 
Income from continuing operations
304 
326 
Income (loss) from discontinued operations, net of tax
(75)
15 
Net income
229 
341 
Net income attributable to noncontrolling interest
20 
21 
Net income attributable to Delphi
209 
320 
Reportable Legal Entities |
Parent
 
 
Net sales
0 
0 
Cost of sales
0 
0 
Selling, general and administrative
(18)
5 
Amortization
0 
0 
Restructuring
0 
0 
Total operating expenses
(18)
5 
Operating income
18 
(5)
Interest expense
(20)
(4)
Other income (expense), net
0 
0 
Income from continuing operations before income taxes and equity income
(2)
(9)
Income tax expense
0 
0 
Income from continuing operations before equity income
(2)
(9)
Equity income, net of tax
0 
0 
Equity in net income (loss) of subsidiaries
211 
329 
Income from continuing operations
209 
320 
Income (loss) from discontinued operations, net of tax
0 
0 
Net income
209 
320 
Net income attributable to noncontrolling interest
0 
0 
Net income attributable to Delphi
209 
320 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
Net sales
0 
0 
Cost of sales
0 
0 
Selling, general and administrative
0 
0 
Amortization
0 
0 
Restructuring
0 
0 
Total operating expenses
0 
0 
Operating income
0 
0 
Interest expense
(6)
(6)
Other income (expense), net
15 
15 
Income from continuing operations before income taxes and equity income
9 
9 
Income tax expense
0 
0 
Income from continuing operations before equity income
9 
9 
Equity income, net of tax
0 
0 
Equity in net income (loss) of subsidiaries
202 
320 
Income from continuing operations
211 
329 
Income (loss) from discontinued operations, net of tax
0 
0 
Net income
211 
329 
Net income attributable to noncontrolling interest
0 
0 
Net income attributable to Delphi
211 
329 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
Net sales
0 
0 
Cost of sales
0 
0 
Selling, general and administrative
0 
0 
Amortization
0 
0 
Restructuring
0 
0 
Total operating expenses
0 
0 
Operating income
0 
0 
Interest expense
(45)
(47)
Other income (expense), net
(26)
(19)
Income from continuing operations before income taxes and equity income
(71)
(66)
Income tax expense
26 
24 
Income from continuing operations before equity income
(45)
(42)
Equity income, net of tax
0 
0 
Equity in net income (loss) of subsidiaries
79 
70 
Income from continuing operations
34 
28 
Income (loss) from discontinued operations, net of tax
0 
0 
Net income
34 
28 
Net income attributable to noncontrolling interest
0 
0 
Net income attributable to Delphi
34 
28 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
Net sales
3,797 
3,897 
Cost of sales
3,056 
3,164 
Selling, general and administrative
273 
243 
Amortization
24 
24 
Restructuring
16 
21 
Total operating expenses
3,369 
3,452 
Operating income
428 
445 
Interest expense
(30)
(18)
Other income (expense), net
26 
27 
Income from continuing operations before income taxes and equity income
424 
454 
Income tax expense
(87)
(93)
Income from continuing operations before equity income
337 
361 
Equity income, net of tax
5 
7 
Equity in net income (loss) of subsidiaries
0 
0 
Income from continuing operations
342 
368 
Income (loss) from discontinued operations, net of tax
(75)
15 
Net income
267 
383 
Net income attributable to noncontrolling interest
20 
21 
Net income attributable to Delphi
247 
362 
Eliminations
 
 
Net sales
0 
0 
Cost of sales
0 
0 
Selling, general and administrative
0 
0 
Amortization
0 
0 
Restructuring
0 
0 
Total operating expenses
0 
0 
Operating income
0 
0 
Interest expense
69 
40 
Other income (expense), net
(69)
(40)
Income from continuing operations before income taxes and equity income
0 
0 
Income tax expense
0 
0 
Income from continuing operations before equity income
0 
0 
Equity income, net of tax
0 
0 
Equity in net income (loss) of subsidiaries
(492)
(719)
Income from continuing operations
(492)
(719)
Income (loss) from discontinued operations, net of tax
0 
0 
Net income
(492)
(719)
Net income attributable to noncontrolling interest
0 
0 
Net income attributable to Delphi
$ (492)
$ (719)
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Net income
$ 229 
$ 341 
Currency translation adjustments
(234)
(14)
Net change in unrecognized gain (loss) on derivative instruments, net of tax
(4)
(33)
Employee benefit plans adjustment, net of tax
27 
1 
Other comprehensive income (loss)
(211)
(46)
Equity in other comprehensive income (loss) of subsidiaries
0 
0 
Comprehensive income
18 
295 
Comprehensive income attributable to noncontrolling interests
18 
17 
Comprehensive income attributable to Delphi
0 
278 
Reportable Legal Entities |
Parent
 
 
Net income
209 
320 
Currency translation adjustments
0 
0 
Net change in unrecognized gain (loss) on derivative instruments, net of tax
0 
0 
Employee benefit plans adjustment, net of tax
0 
0 
Other comprehensive income (loss)
0 
0 
Equity in other comprehensive income (loss) of subsidiaries
(209)
(42)
Comprehensive income
0 
278 
Comprehensive income attributable to noncontrolling interests
0 
0 
Comprehensive income attributable to Delphi
0 
278 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
Net income
211 
329 
Currency translation adjustments
0 
0 
Net change in unrecognized gain (loss) on derivative instruments, net of tax
0 
0 
Employee benefit plans adjustment, net of tax
0 
0 
Other comprehensive income (loss)
0 
0 
Equity in other comprehensive income (loss) of subsidiaries
(211)
(51)
Comprehensive income
0 
278 
Comprehensive income attributable to noncontrolling interests
0 
0 
Comprehensive income attributable to Delphi
0 
278 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
Net income
34 
28 
Currency translation adjustments
0 
0 
Net change in unrecognized gain (loss) on derivative instruments, net of tax
0 
0 
Employee benefit plans adjustment, net of tax
0 
0 
Other comprehensive income (loss)
0 
0 
Equity in other comprehensive income (loss) of subsidiaries
(1)
(8)
Comprehensive income
33 
20 
Comprehensive income attributable to noncontrolling interests
0 
0 
Comprehensive income attributable to Delphi
33 
20 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
Net income
267 
383 
Currency translation adjustments
(234)
(14)
Net change in unrecognized gain (loss) on derivative instruments, net of tax
(4)
(33)
Employee benefit plans adjustment, net of tax
27 
1 
Other comprehensive income (loss)
(211)
(46)
Equity in other comprehensive income (loss) of subsidiaries
0 
0 
Comprehensive income
56 
337 
Comprehensive income attributable to noncontrolling interests
18 
17 
Comprehensive income attributable to Delphi
38 
320 
Eliminations
 
 
Net income
(492)
(719)
Currency translation adjustments
0 
0 
Net change in unrecognized gain (loss) on derivative instruments, net of tax
0 
0 
Employee benefit plans adjustment, net of tax
0 
0 
Other comprehensive income (loss)
0 
0 
Equity in other comprehensive income (loss) of subsidiaries
421 
101 
Comprehensive income
(71)
(618)
Comprehensive income attributable to noncontrolling interests
0 
0 
Comprehensive income attributable to Delphi
$ (71)
$ (618)
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Balance Sheet (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2014
Cash and cash equivalents
$ 558 
$ 859 
$ 935 
Restricted cash
1 
1 
 
Accounts Receivable, Net, Current
2,677 
2,400 
 
Intercompany receivables, current
0 
0 
 
Inventories, Net
1,081 
1,013 
 
Other Assets, Current
533 
567 
 
Current assets held for sale
837 
384 
 
Total current assets
5,687 
5,224 
 
Intercompany receivables, long-term
0 
0 
 
Property, net
2,905 
3,021 
 
Investments in affiliates
101 
98 
 
Investments in subsidiaries
0 
0 
 
Intangible assets, net
1,292 
1,384 
 
Other long-term assets
479 
508 
 
Long-term assets held for sale
0 
511 
 
Total long-term assets
4,777 
5,522 
 
Total assets
10,464 
10,746 
 
Short-term debt
44 
34 
 
Accounts payable
2,287 
2,278 
 
Intercompany payables, current
0 
0 
 
Accrued liabilities
1,081 
1,221 
 
Current liabilities held for sale
406 
356 
 
Total current liabilities
3,818 
3,889 
 
Long-term debt
2,673 
2,417 
 
Intercompany payables, long-term
0 
0 
 
Pension benefit obligations
926 
1,002 
 
Other long-term liabilities
384 
390 
 
Long-term liabilities held for sale
0 
35 
 
Total long-term liabilities
3,983 
3,844 
 
Total liabilities
7,801 
7,733 
 
Total Delphi shareholders' equity
2,155 
2,510 
 
Noncontrolling interest
508 
503 
 
Total shareholders' equity
2,663 
3,013 
 
Total liabilities and shareholders' equity
10,464 
10,746 
 
Reportable Legal Entities |
Parent
 
 
 
Cash and cash equivalents
11 
9 
32 
Restricted cash
0 
0 
 
Accounts Receivable, Net, Current
0 
0 
 
Intercompany receivables, current
90 
88 
 
Inventories, Net
0 
0 
 
Other Assets, Current
0 
0 
 
Current assets held for sale
0 
0 
 
Total current assets
101 
97 
 
Intercompany receivables, long-term
0 
0 
 
Property, net
0 
0 
 
Investments in affiliates
0 
0 
 
Investments in subsidiaries
5,982 
5,215 
 
Intangible assets, net
0 
0 
 
Other long-term assets
5 
0 
 
Long-term assets held for sale
 
0 
 
Total long-term assets
5,987 
5,215 
 
Total assets
6,088 
5,312 
 
Short-term debt
0 
0 
 
Accounts payable
1 
2 
 
Intercompany payables, current
3,170 
2,800 
 
Accrued liabilities
3 
0 
 
Current liabilities held for sale
0 
0 
 
Total current liabilities
3,174 
2,802 
 
Long-term debt
759 
0 
 
Intercompany payables, long-term
0 
0 
 
Pension benefit obligations
0 
0 
 
Other long-term liabilities
0 
0 
 
Long-term liabilities held for sale
 
0 
 
Total long-term liabilities
759 
0 
 
Total liabilities
3,933 
2,802 
 
Total Delphi shareholders' equity
2,155 
2,510 
 
Noncontrolling interest
0 
0 
 
Total shareholders' equity
2,155 
2,510 
 
Total liabilities and shareholders' equity
6,088 
5,312 
 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
 
Cash and cash equivalents
0 
1 
0 
Restricted cash
0 
0 
 
Accounts Receivable, Net, Current
0 
0 
 
Intercompany receivables, current
982 
198 
 
Inventories, Net
0 
0 
 
Other Assets, Current
0 
0 
 
Current assets held for sale
0 
0 
 
Total current assets
982 
199 
 
Intercompany receivables, long-term
789 
775 
 
Property, net
0 
0 
 
Investments in affiliates
0 
0 
 
Investments in subsidiaries
6,068 
6,071 
 
Intangible assets, net
0 
0 
 
Other long-term assets
0 
0 
 
Long-term assets held for sale
 
0 
 
Total long-term assets
6,857 
6,846 
 
Total assets
7,839 
7,045 
 
Short-term debt
0 
0 
 
Accounts payable
0 
0 
 
Intercompany payables, current
561 
536 
 
Accrued liabilities
0 
0 
 
Current liabilities held for sale
0 
0 
 
Total current liabilities
561 
536 
 
Long-term debt
0 
0 
 
Intercompany payables, long-term
1,296 
1,294 
 
Pension benefit obligations
0 
0 
 
Other long-term liabilities
0 
0 
 
Long-term liabilities held for sale
 
0 
 
Total long-term liabilities
1,296 
1,294 
 
Total liabilities
1,857 
1,830 
 
Total Delphi shareholders' equity
5,982 
5,215 
 
Noncontrolling interest
0 
0 
 
Total shareholders' equity
5,982 
5,215 
 
Total liabilities and shareholders' equity
7,839 
7,045 
 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
 
Cash and cash equivalents
0 
0 
0 
Restricted cash
0 
0 
 
Accounts Receivable, Net, Current
0 
0 
 
Intercompany receivables, current
1,618 
1,397 
 
Inventories, Net
0 
0 
 
Other Assets, Current
0 
0 
 
Current assets held for sale
0 
0 
 
Total current assets
1,618 
1,397 
 
Intercompany receivables, long-term
962 
947 
 
Property, net
0 
0 
 
Investments in affiliates
0 
0 
 
Investments in subsidiaries
1,770 
1,644 
 
Intangible assets, net
0 
0 
 
Other long-term assets
33 
42 
 
Long-term assets held for sale
 
0 
 
Total long-term assets
2,765 
2,633 
 
Total assets
4,383 
4,030 
 
Short-term debt
0 
0 
 
Accounts payable
0 
0 
 
Intercompany payables, current
859 
89 
 
Accrued liabilities
7 
29 
 
Current liabilities held for sale
0 
0 
 
Total current liabilities
866 
118 
 
Long-term debt
1,898 
2,398 
 
Intercompany payables, long-term
1,016 
1,001 
 
Pension benefit obligations
0 
0 
 
Other long-term liabilities
12 
11 
 
Long-term liabilities held for sale
 
0 
 
Total long-term liabilities
2,926 
3,410 
 
Total liabilities
3,792 
3,528 
 
Total Delphi shareholders' equity
591 
502 
 
Noncontrolling interest
0 
0 
 
Total shareholders' equity
591 
502 
 
Total liabilities and shareholders' equity
4,383 
4,030 
 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
Cash and cash equivalents
547 
849 
903 
Restricted cash
1 
1 
 
Accounts Receivable, Net, Current
2,677 
2,400 
 
Intercompany receivables, current
2,177 
2,046 
 
Inventories, Net
1,081 
1,013 
 
Other Assets, Current
533 
567 
 
Current assets held for sale
837 
384 
 
Total current assets
7,853 
7,260 
 
Intercompany receivables, long-term
1,522 
1,519 
 
Property, net
2,905 
3,021 
 
Investments in affiliates
101 
98 
 
Investments in subsidiaries
0 
0 
 
Intangible assets, net
1,292 
1,384 
 
Other long-term assets
441 
466 
 
Long-term assets held for sale
 
511 
 
Total long-term assets
6,261 
6,999 
 
Total assets
14,114 
14,259 
 
Short-term debt
44 
34 
 
Accounts payable
2,286 
2,276 
 
Intercompany payables, current
274 
303 
 
Accrued liabilities
1,071 
1,192 
 
Current liabilities held for sale
406 
356 
 
Total current liabilities
4,081 
4,161 
 
Long-term debt
16 
19 
 
Intercompany payables, long-term
962 
947 
 
Pension benefit obligations
926 
1,002 
 
Other long-term liabilities
372 
379 
 
Long-term liabilities held for sale
 
35 
 
Total long-term liabilities
2,276 
2,382 
 
Total liabilities
6,357 
6,543 
 
Total Delphi shareholders' equity
7,249 
7,213 
 
Noncontrolling interest
508 
503 
 
Total shareholders' equity
7,757 
7,716 
 
Total liabilities and shareholders' equity
14,114 
14,259 
 
Eliminations
 
 
 
Cash and cash equivalents
0 
0 
0 
Restricted cash
0 
0 
 
Accounts Receivable, Net, Current
0 
0 
 
Intercompany receivables, current
(4,867)
(3,729)
 
Inventories, Net
0 
0 
 
Other Assets, Current
0 
0 
 
Current assets held for sale
0 
0 
 
Total current assets
(4,867)
(3,729)
 
Intercompany receivables, long-term
(3,273)
(3,241)
 
Property, net
0 
0 
 
Investments in affiliates
0 
0 
 
Investments in subsidiaries
(13,820)
(12,930)
 
Intangible assets, net
0 
0 
 
Other long-term assets
0 
0 
 
Long-term assets held for sale
 
0 
 
Total long-term assets
(17,093)
(16,171)
 
Total assets
(21,960)
(19,900)
 
Short-term debt
0 
0 
 
Accounts payable
0 
0 
 
Intercompany payables, current
(4,864)
(3,728)
 
Accrued liabilities
0 
0 
 
Current liabilities held for sale
0 
0 
 
Total current liabilities
(4,864)
(3,728)
 
Long-term debt
0 
0 
 
Intercompany payables, long-term
(3,274)
(3,242)
 
Pension benefit obligations
0 
0 
 
Other long-term liabilities
0 
0 
 
Long-term liabilities held for sale
 
0 
 
Total long-term liabilities
(3,274)
(3,242)
 
Total liabilities
(8,138)
(6,970)
 
Total Delphi shareholders' equity
(13,822)
(12,930)
 
Noncontrolling interest
0 
0 
 
Total shareholders' equity
(13,822)
(12,930)
 
Total liabilities and shareholders' equity
$ (21,960)
$ (19,900)
 
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Cash Flows (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Net cash provided by operating activities from continuing operations
$ 121 
$ 118 
Net cash provided by (used in) operating activities from discontinued operations
14 
18 
Net cash provided by operating activities
135 
136 
Capital expenditures
(213)
(272)
Proceeds from sale of property and investments
0 
1 
(Increase) decrease in restricted cash
0 
(3)
Loans to affiliates
0 
0 
Proceeds from (repayments of) loans from affiliates
0 
0 
Investments in subsidiaries
0 
 
Net cash used in investing activities from continuing operations
(213)
(274)
Net cash used in investing activities from discontinued operations
(37)
(26)
Net cash used in investing activities
(250)
(300)
Net proceeds (repayments) under other short- and long-term debt agreements
10 
3 
Repayments under long-term debt agreements
0 
(164)
Repayment of senior notes
(546)
(526)
Proceeds from issuance of senior notes, net of issuance costs
753 
691 
Dividend payments of consolidated affiliates to minority shareholders
(13)
(7)
Proceeds from borrowings from affiliates
0 
0 
Payments on borrowings from affiliates
0 
0 
Investment from parent
0 
 
Repurchase of ordinary shares
(240)
(153)
Distribution of cash dividends
(73)
(77)
Taxes withheld and paid on employees' restricted share awards
(58)
(8)
Net cash used in financing activities
(167)
(241)
Effect of exchange rate fluctuations on cash and cash equivalents
(21)
(6)
(Decrease) increase in cash and cash equivalents
(303)
(411)
Cash and cash equivalents at beginning of period
904 
1,389 
Cash and cash equivalents at end of period
601 
978 
Cash and cash equivalents of discontinued operations
43 
43 
Cash and cash equivalents of continuing operations
558 
935 
Reportable Legal Entities |
Parent
 
 
Net cash provided by operating activities from continuing operations
(4)
45 
Net cash provided by (used in) operating activities from discontinued operations
0 
0 
Net cash provided by operating activities
(4)
45 
Capital expenditures
0 
0 
Proceeds from sale of property and investments
 
0 
(Increase) decrease in restricted cash
 
0 
Loans to affiliates
0 
0 
Proceeds from (repayments of) loans from affiliates
0 
0 
Investments in subsidiaries
(753)
 
Net cash used in investing activities from continuing operations
(753)
0 
Net cash used in investing activities from discontinued operations
0 
0 
Net cash used in investing activities
(753)
0 
Net proceeds (repayments) under other short- and long-term debt agreements
0 
0 
Repayments under long-term debt agreements
 
0 
Repayment of senior notes
0 
0 
Proceeds from issuance of senior notes, net of issuance costs
753 
0 
Dividend payments of consolidated affiliates to minority shareholders
0 
0 
Proceeds from borrowings from affiliates
453 
240 
Payments on borrowings from affiliates
(135)
(30)
Investment from parent
0 
 
Repurchase of ordinary shares
(240)
(153)
Distribution of cash dividends
(73)
(77)
Taxes withheld and paid on employees' restricted share awards
0 
0 
Net cash used in financing activities
758 
(20)
Effect of exchange rate fluctuations on cash and cash equivalents
0 
0 
(Decrease) increase in cash and cash equivalents
1 
25 
Cash and cash equivalents at beginning of period
10 
7 
Cash and cash equivalents at end of period
11 
32 
Cash and cash equivalents of discontinued operations
0 
0 
Cash and cash equivalents of continuing operations
11 
32 
Reportable Legal Entities |
Subsidiary Guarantors
 
 
Net cash provided by operating activities from continuing operations
0 
0 
Net cash provided by (used in) operating activities from discontinued operations
0 
0 
Net cash provided by operating activities
0 
0 
Capital expenditures
0 
0 
Proceeds from sale of property and investments
 
0 
(Increase) decrease in restricted cash
 
0 
Loans to affiliates
(753)
0 
Proceeds from (repayments of) loans from affiliates
0 
0 
Investments in subsidiaries
0 
 
Net cash used in investing activities from continuing operations
(753)
0 
Net cash used in investing activities from discontinued operations
0 
0 
Net cash used in investing activities
(753)
0 
Net proceeds (repayments) under other short- and long-term debt agreements
0 
0 
Repayments under long-term debt agreements
 
0 
Repayment of senior notes
0 
0 
Proceeds from issuance of senior notes, net of issuance costs
0 
0 
Dividend payments of consolidated affiliates to minority shareholders
0 
0 
Proceeds from borrowings from affiliates
0 
144 
Payments on borrowings from affiliates
0 
(144)
Investment from parent
753 
 
Repurchase of ordinary shares
0 
0 
Distribution of cash dividends
0 
0 
Taxes withheld and paid on employees' restricted share awards
0 
0 
Net cash used in financing activities
753 
0 
Effect of exchange rate fluctuations on cash and cash equivalents
0 
0 
(Decrease) increase in cash and cash equivalents
0 
0 
Cash and cash equivalents at beginning of period
0 
0 
Cash and cash equivalents at end of period
0 
0 
Cash and cash equivalents of discontinued operations
0 
0 
Cash and cash equivalents of continuing operations
0 
0 
Reportable Legal Entities |
Subsidiary Issuer/Guarantor
 
 
Net cash provided by operating activities from continuing operations
0 
0 
Net cash provided by (used in) operating activities from discontinued operations
0 
0 
Net cash provided by operating activities
0 
0 
Capital expenditures
0 
0 
Proceeds from sale of property and investments
 
0 
(Increase) decrease in restricted cash
 
0 
Loans to affiliates
(342)
(180)
Proceeds from (repayments of) loans from affiliates
135 
30 
Investments in subsidiaries
0 
 
Net cash used in investing activities from continuing operations
(207)
(150)
Net cash used in investing activities from discontinued operations
0 
0 
Net cash used in investing activities
(207)
(150)
Net proceeds (repayments) under other short- and long-term debt agreements
0 
0 
Repayments under long-term debt agreements
 
(164)
Repayment of senior notes
(546)
(526)
Proceeds from issuance of senior notes, net of issuance costs
0 
691 
Dividend payments of consolidated affiliates to minority shareholders
0 
0 
Proceeds from borrowings from affiliates
753 
234 
Payments on borrowings from affiliates
0 
(85)
Investment from parent
0 
 
Repurchase of ordinary shares
0 
0 
Distribution of cash dividends
0 
0 
Taxes withheld and paid on employees' restricted share awards
0 
0 
Net cash used in financing activities
207 
150 
Effect of exchange rate fluctuations on cash and cash equivalents
0 
0 
(Decrease) increase in cash and cash equivalents
0 
0 
Cash and cash equivalents at beginning of period
0 
0 
Cash and cash equivalents at end of period
0 
0 
Cash and cash equivalents of discontinued operations
0 
0 
Cash and cash equivalents of continuing operations
0 
0 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
Net cash provided by operating activities from continuing operations
125 
73 
Net cash provided by (used in) operating activities from discontinued operations
14 
18 
Net cash provided by operating activities
139 
91 
Capital expenditures
(213)
(272)
Proceeds from sale of property and investments
 
1 
(Increase) decrease in restricted cash
 
(3)
Loans to affiliates
(358)
(438)
Proceeds from (repayments of) loans from affiliates
0 
229 
Investments in subsidiaries
0 
 
Net cash used in investing activities from continuing operations
(571)
(483)
Net cash used in investing activities from discontinued operations
(37)
(26)
Net cash used in investing activities
(608)
(509)
Net proceeds (repayments) under other short- and long-term debt agreements
10 
3 
Repayments under long-term debt agreements
 
0 
Repayment of senior notes
0 
0 
Proceeds from issuance of senior notes, net of issuance costs
0 
0 
Dividend payments of consolidated affiliates to minority shareholders
(13)
(7)
Proceeds from borrowings from affiliates
247 
0 
Payments on borrowings from affiliates
0 
0 
Investment from parent
0 
 
Repurchase of ordinary shares
0 
0 
Distribution of cash dividends
0 
0 
Taxes withheld and paid on employees' restricted share awards
(58)
(8)
Net cash used in financing activities
186 
(12)
Effect of exchange rate fluctuations on cash and cash equivalents
(21)
(6)
(Decrease) increase in cash and cash equivalents
(304)
(436)
Cash and cash equivalents at beginning of period
894 
1,382 
Cash and cash equivalents at end of period
590 
946 
Cash and cash equivalents of discontinued operations
43 
43 
Cash and cash equivalents of continuing operations
547 
903 
Eliminations
 
 
Net cash provided by operating activities from continuing operations
0 
0 
Net cash provided by (used in) operating activities from discontinued operations
0 
0 
Net cash provided by operating activities
0 
0 
Capital expenditures
0 
0 
Proceeds from sale of property and investments
 
0 
(Increase) decrease in restricted cash
 
0 
Loans to affiliates
1,453 
618 
Proceeds from (repayments of) loans from affiliates
(135)
(259)
Investments in subsidiaries
753 
 
Net cash used in investing activities from continuing operations
2,071 
359 
Net cash used in investing activities from discontinued operations
0 
0 
Net cash used in investing activities
2,071 
359 
Net proceeds (repayments) under other short- and long-term debt agreements
0 
0 
Repayments under long-term debt agreements
 
0 
Repayment of senior notes
0 
0 
Proceeds from issuance of senior notes, net of issuance costs
0 
0 
Dividend payments of consolidated affiliates to minority shareholders
0 
0 
Proceeds from borrowings from affiliates
(1,453)
(618)
Payments on borrowings from affiliates
135 
259 
Investment from parent
(753)
 
Repurchase of ordinary shares
0 
0 
Distribution of cash dividends
0 
0 
Taxes withheld and paid on employees' restricted share awards
0 
0 
Net cash used in financing activities
(2,071)
(359)
Effect of exchange rate fluctuations on cash and cash equivalents
0 
0 
(Decrease) increase in cash and cash equivalents
0 
0 
Cash and cash equivalents at beginning of period
0 
0 
Cash and cash equivalents at end of period
0 
0 
Cash and cash equivalents of discontinued operations
0 
0 
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
Mar. 31, 2015
Mar. 31, 2014
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
Net sales
$ 3,797 
$ 3,897 
Depreciation and Amortization
128 
134 
Adjusted Operating Income
472 
463 
Operating income
446 
440 
Equity income, net of tax
5 
7 
Net income attributable to noncontrolling interest
16 
16 
Operating Segments |
Electrical / Electronic Architecture
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
Net sales
2,078 
2,111 
Depreciation and Amortization
66 
64 
Adjusted Operating Income
264 
269 
Operating income
253 
254 
Equity income, net of tax
4 
6 
Net income attributable to noncontrolling interest
8 
7 
Operating Segments |
Powertrain Systems
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
Net sales
1,081 
1,097 
Depreciation and Amortization
44 
51 
Adjusted Operating Income
129 
113 
Operating income
121 
111 
Equity income, net of tax
1 
1 
Net income attributable to noncontrolling interest
8 
9 
Operating Segments |
Electronics And Safety
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
Net sales
682 
737 
Depreciation and Amortization
18 
19 
Adjusted Operating Income
79 
81 
Operating income
72 
75 
Equity income, net of tax
0 
0 
Net income attributable to noncontrolling interest
0 
0 
Intersegment Eliminations |
Eliminations And Other
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
Net sales
(44)1
(48)1
Depreciation and Amortization
0 1
0 1
Adjusted Operating Income
0 1
0 1
Operating income
0 1
0 1
Equity income, net of tax
0 1
0 1
Net income attributable to noncontrolling interest
$ 0 1
$ 0 1
Segment Reporting Reconciliation of Adjusted OI to Net Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Adjusted OI to Net Income Data [Line Items]
 
 
Adjusted Operating Income
$ 472 
$ 463 
Restructuring
(16)
(21)
Other acquisition and portfolio project costs
(8)
(2)
Asset impairments
(2)
 
Operating income
446 
440 
Interest expense
(32)
(35)
Other income (expense), net
(54)
(17)
Income from continuing operations before income taxes and equity income
360 
388 
Income tax expense
(61)
(69)
Equity income, net of tax
5 
7 
Income from continuing operations
304 
326 
Income (loss) from discontinued operations, net of tax
(75)
15 
Net income
229 
341 
Net income attributable to noncontrolling interest
20 
21 
Net income attributable to Delphi
209 
320 
Electrical / Electronic Architecture
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Restructuring
(4)
(13)
Powertrain Systems
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Restructuring
(6)
(2)
Electronics And Safety
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Restructuring
(6)
(6)
Operating Segments |
Electrical / Electronic Architecture
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Adjusted Operating Income
264 
269 
Restructuring
(4)
(13)
Other acquisition and portfolio project costs
(5)
(2)
Asset impairments
(2)
 
Operating income
253 
254 
Equity income, net of tax
4 
6 
Operating Segments |
Powertrain Systems
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Adjusted Operating Income
129 
113 
Restructuring
(6)
(2)
Other acquisition and portfolio project costs
(2)
0 
Asset impairments
0 
 
Operating income
121 
111 
Equity income, net of tax
1 
1 
Operating Segments |
Electronics And Safety
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Adjusted Operating Income
79 
81 
Restructuring
(6)
(6)
Other acquisition and portfolio project costs
(1)
0 
Asset impairments
0 
 
Operating income
72 
75 
Equity income, net of tax
0 
0 
Intersegment Eliminations |
Eliminations And Other
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
Adjusted Operating Income
0 1
0 1
Restructuring
0 
0 
Other acquisition and portfolio project costs
0 
0 
Asset impairments
0 
 
Operating income
0 1
0 1
Equity income, net of tax
$ 0 1
$ 0 1
Discontinued Operations Narrative (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2015
Mar. 31, 2015
SDAAC
Mar. 31, 2015
KDAC
Mar. 31, 2015
KDAC
Estimated Fair Value
Fair Value, Measurements, Nonrecurring
Sep. 30, 2015
Thermal Systems
Scenario, Forecast
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Expected consideration from divestiture of wholly-owned Thermal Systems business
 
 
 
 
$ 727 
Expected proceeds from divestiture of wholly-owned Thermal Systems business
 
 
 
 
670 
Expected gain on divestiture of wholly-owned Thermal Systems business
 
 
 
 
300 
SDAAC Ownership Percentage, Classified as Discontinued Operations
 
50.00% 
 
 
 
KDAC Ownership Percentage, Classified as Discontinued Operations
 
 
50.00% 
 
 
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
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2015
Thermal Systems
Dec. 31, 2014
Thermal Systems
Mar. 31, 2015
SDAAC
Thermal Systems
Dec. 31, 2014
SDAAC
Thermal Systems
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
Noncontrolling interest attributable to discontinued operations
 
 
 
 
$ 122 
$ 118 
Disposal Group, Including Discontinued Operation, Assets [Abstract]
 
 
 
 
 
 
Cash and cash equivalents
43 
43 
43 
45 
 
 
Accounts receivable, net
 
 
249 
228 
 
 
Inventories, net
 
 
101 
91 
 
 
Property, net
 
 
325 
322 
 
 
Investments in affiliates
 
 
41 
130 
 
 
Intangible assets, net
 
 
17 
18 
 
 
Other assets
 
 
61 
61 
 
 
Total assets of the discontinued operations classified as held for sale
 
 
837 
895 
 
 
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
 
 
 
 
 
 
Accounts payable
 
 
318 
303 
 
 
Accrued liabilities
 
 
52 
53 
 
 
Other liabilities
 
 
36 
35 
 
 
Total liabilities of the discontinued operations classified as held for sale
 
 
$ 406 
$ 391 
 
 
Discontinued Operations Reconciliation of Major Classes of Profit or Loss of Discontinued Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Income (loss) from discontinued operations, net of tax
$ (75)
$ 15 
Income (loss) from discontinued operations attributable to Delphi
(79)
10 
Thermal Systems
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Net sales
373 
379 
Cost of Sales
343 
344 
Selling, general and administrative
11 
13 
Amortization
1 
2 
Restructuring
1 
1 
Other income and (expense) items that are not major
0 
1 
Income from discontinued operations before income taxes and equity income
17 
20 
Income tax expense on discontinued operations
(4)
(6)
Equity income from discontinued operations, net of tax
0 
1 
Impairment loss
(88)
0 
Income (loss) from discontinued operations, net of tax
(75)
15 
Income from discontinued operations attributable to noncontrolling interests
4 
5 
Income (loss) from discontinued operations attributable to Delphi
(79)
10 
Income (loss) from discontinued operations before income taxes attributable to Delphi
(76)
15 
SDAAC |
Thermal Systems
 
 
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
$ 1 
$ 1