x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Jersey
|
|
98-1029562
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
|
|
x
.
|
|
Accelerated filer
|
|
¨
.
|
Non-accelerated filer
|
|
¨
. (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
.
|
|
||
|
|
Page
|
Part I - Financial Information
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
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Part II - Other Information
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
|
|
|
||
Exhibits
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in millions, except per share amounts)
|
||||||
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 (Note 7)
|
16
|
|
|
21
|
|
||
Total operating expenses
|
3,351
|
|
|
3,457
|
|
||
Operating income
|
446
|
|
|
440
|
|
||
Interest expense
|
(32
|
)
|
|
(35
|
)
|
||
Other expense, net (Note 16)
|
(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
|
|
||
(Loss) income from discontinued operations, net of tax (Note 21)
|
(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
|
|
(Loss) income from discontinued operations
|
(79
|
)
|
|
10
|
|
||
Net income
|
$
|
209
|
|
|
$
|
320
|
|
|
|
|
|
||||
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
|
|
Weighted average number of basic shares outstanding
|
290.90
|
|
|
305.85
|
|
||
|
|
|
|
||||
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
|
|
Weighted average number of diluted shares outstanding
|
291.81
|
|
|
306.89
|
|
||
|
|
|
|
||||
Cash dividends declared per share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Net income
|
$
|
229
|
|
|
$
|
341
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
Currency translation adjustments
|
(234
|
)
|
|
(14
|
)
|
||
Net change in unrecognized loss on derivative instruments, net of tax (Note 14)
|
(4
|
)
|
|
(33
|
)
|
||
Employee benefit plans adjustment, net of tax
|
27
|
|
|
1
|
|
||
Other comprehensive loss
|
(211
|
)
|
|
(46
|
)
|
||
Comprehensive income
|
18
|
|
|
295
|
|
||
Comprehensive income attributable to noncontrolling interests
|
18
|
|
|
17
|
|
||
Comprehensive income attributable to Delphi
|
$
|
—
|
|
|
$
|
278
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
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)
|
—
|
|
|
511
|
|
||
Total long-term assets
|
4,777
|
|
|
5,522
|
|
||
Total assets
|
$
|
10,464
|
|
|
$
|
10,746
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
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)
|
—
|
|
|
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
|
—
|
|
|
—
|
|
||
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
|
(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
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
229
|
|
|
$
|
341
|
|
(Loss) income 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 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
|
—
|
|
|
1
|
|
||
Increase in restricted cash
|
—
|
|
|
(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 under other short- and long-term debt agreements
|
10
|
|
|
3
|
|
||
Repayments under long-term debt agreements
|
—
|
|
|
(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 in cash and cash equivalents
|
(303
|
)
|
|
(411
|
)
|
||
Cash and cash equivalents at beginning of the period
|
904
|
|
|
1,389
|
|
||
Cash and cash equivalents at end of the period
|
$
|
601
|
|
|
$
|
978
|
|
Cash and cash equivalents of discontinued operations
|
$
|
43
|
|
|
$
|
43
|
|
Cash and cash equivalents of continuing operations
|
$
|
558
|
|
|
$
|
935
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Delphi Shareholders’ Equity
|
|
Noncontrolling Interest
|
|
Total Shareholders’ Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||
Balance at January 1, 2015
|
291
|
|
|
$
|
3
|
|
|
$
|
1,700
|
|
|
$
|
1,548
|
|
|
$
|
(741
|
)
|
|
$
|
2,510
|
|
|
$
|
503
|
|
|
$
|
3,013
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
209
|
|
|
20
|
|
|
229
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|
(209
|
)
|
|
(2
|
)
|
|
(211
|
)
|
|||||||
Dividends on ordinary shares
|
—
|
|
|
—
|
|
|
1
|
|
|
(74
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(73
|
)
|
|||||||
Dividend payments of consolidated affiliates to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|||||||
Taxes withheld on employees' restricted share award vestings
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(58
|
)
|
|||||||
Repurchase of ordinary shares
|
(3
|
)
|
|
—
|
|
|
(17
|
)
|
|
(223
|
)
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
|||||||
Share-based compensation
|
2
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||||
Excess tax benefits on share-based compensation
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
Balance at March 31, 2015
|
290
|
|
|
$
|
3
|
|
|
$
|
1,642
|
|
|
$
|
1,460
|
|
|
$
|
(950
|
)
|
|
$
|
2,155
|
|
|
$
|
508
|
|
|
$
|
2,663
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
||
|
|
||
|
(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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
%
|
|
|
|
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
|
%
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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.
|
|
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
|
—
|
|
|
—
|
|
|
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
|
|
|
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
|
|
|
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
|
)
|
(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).
|
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
|
|
|
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
|
|
|
|
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
|
)
|
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
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
|
|
March 31,
2015 |
||
|
|
||
|
(in millions)
|
||
Fair value at beginning of period
|
$
|
11
|
|
Additions
|
—
|
|
|
Payments
|
—
|
|
|
Interest accretion
|
1
|
|
|
Fair value at end of period
|
$
|
12
|
|
|
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
|
)
|
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
|
|
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
|
|
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.
|
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
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
$
|
—
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
•
|
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.
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
•
|
Executive Overview
|
•
|
Consolidated Results of Operations
|
•
|
Results of Operations by Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Contingencies and Environmental Matters
|
•
|
Recently Issued Accounting Pronouncements
|
•
|
Critical Accounting Estimates
|
•
|
Volume, net of contractual price reductions—changes in volume offset by contractual price reductions (which typically range from 1% to 3% of net sales) and changes in mix;
|
•
|
Operational performance—changes to costs for materials and commodities or manufacturing variances; and
|
•
|
Other—including restructuring costs and any remaining variances not included in Volume, net of contractual price reductions or Operational performance.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
Favorable/(Unfavorable)
|
||||||||
|
|
|
|
|
|
||||||||
|
(dollars in millions)
|
||||||||||||
Net sales
|
$
|
3,797
|
|
|
$
|
3,897
|
|
|
$
|
(100
|
)
|
||
Cost of sales
|
3,056
|
|
|
3,164
|
|
|
108
|
|
|||||
Gross margin
|
741
|
|
19.5
|
%
|
733
|
|
18.8
|
%
|
8
|
|
|||
Selling, general and administrative
|
255
|
|
|
248
|
|
|
(7
|
)
|
|||||
Amortization
|
24
|
|
|
24
|
|
|
—
|
|
|||||
Restructuring
|
16
|
|
|
21
|
|
|
5
|
|
|||||
Operating income
|
446
|
|
|
440
|
|
|
6
|
|
|||||
Interest expense
|
(32
|
)
|
|
(35
|
)
|
|
3
|
|
|||||
Other expense, net
|
(54
|
)
|
|
(17
|
)
|
|
(37
|
)
|
|||||
Income from continuing operations before income taxes and equity income
|
360
|
|
|
388
|
|
|
(28
|
)
|
|||||
Income tax expense
|
(61
|
)
|
|
(69
|
)
|
|
8
|
|
|||||
Income from continuing operations before equity income
|
299
|
|
|
319
|
|
|
(20
|
)
|
|||||
Equity income, net of tax
|
5
|
|
|
7
|
|
|
(2
|
)
|
|||||
Income from continuing operations
|
304
|
|
|
326
|
|
|
(22
|
)
|
|||||
(Loss) income from discontinued operations, net of tax
|
(75
|
)
|
|
15
|
|
|
(90
|
)
|
|||||
Net income
|
229
|
|
|
341
|
|
|
(112
|
)
|
|||||
Net income attributable to noncontrolling interest
|
20
|
|
|
21
|
|
|
(1
|
)
|
|||||
Net income attributable to Delphi
|
$
|
209
|
|
|
$
|
320
|
|
|
$
|
(111
|
)
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
Favorable/(unfavorable)
|
|
|
Volume, net of contractual price reductions
|
|
FX
|
|
Commodity pass-through
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||||||
Total net sales
|
$
|
3,797
|
|
|
$
|
3,897
|
|
|
$
|
(100
|
)
|
|
|
$
|
190
|
|
|
$
|
(286
|
)
|
|
$
|
(28
|
)
|
|
$
|
24
|
|
|
$
|
(100
|
)
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
Favorable/(unfavorable)
|
|
|
Volume (a)
|
|
FX
|
|
Operational performance
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(dollars in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||||||
Cost of sales
|
$
|
3,056
|
|
|
$
|
3,164
|
|
|
$
|
108
|
|
|
|
$
|
(190
|
)
|
|
$
|
215
|
|
|
$
|
98
|
|
|
$
|
(15
|
)
|
|
$
|
108
|
|
Gross margin
|
$
|
741
|
|
|
$
|
733
|
|
|
$
|
8
|
|
|
|
$
|
2
|
|
|
$
|
(71
|
)
|
|
$
|
98
|
|
|
$
|
(21
|
)
|
|
$
|
8
|
|
Percentage of net sales
|
19.5%
|
|
18.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Presented net of contractual price reductions for gross margin variance.
|
•
|
An increase of $17 million in warranty costs;
|
•
|
$15 million of increased costs as a result of our acquisitions of Antaya and Unwired in the fourth quarter of 2014; partially offset by
|
•
|
Approximately
$6 million
of decreased depreciation and amortization.
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Selling, general and administrative expense
|
$
|
255
|
|
|
$
|
248
|
|
|
$
|
(7
|
)
|
Percentage of net sales
|
6.7
|
%
|
|
6.4
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Amortization
|
$
|
24
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Restructuring
|
$
|
16
|
|
|
$
|
21
|
|
|
$
|
5
|
|
Percentage of net sales
|
0.4
|
%
|
|
0.5
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Interest expense
|
$
|
32
|
|
|
$
|
35
|
|
|
$
|
3
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Other income (expense), net
|
$
|
(54
|
)
|
|
$
|
(17
|
)
|
|
$
|
(37
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Income tax expense
|
$
|
61
|
|
|
$
|
69
|
|
|
$
|
8
|
|
|
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.
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Equity income, net of tax
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
(2
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
(Loss) income from discontinued operations, net of tax
|
$
|
(75
|
)
|
|
$
|
15
|
|
|
$
|
(90
|
)
|
•
|
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 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.
|
|
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
|
|
|||||||||
Income 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
|
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
|
|
Volume, net of contractual price reductions
|
|
FX
|
|
Commodity pass-through
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||||||
Electrical/Electronic Architecture
|
$
|
2,078
|
|
|
$
|
2,111
|
|
|
$
|
(33
|
)
|
|
|
$
|
106
|
|
|
$
|
(135
|
)
|
|
$
|
(28
|
)
|
|
$
|
24
|
|
|
$
|
(33
|
)
|
Powertrain Systems
|
1,081
|
|
|
1,097
|
|
|
(16
|
)
|
|
|
88
|
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||||
Electronics and Safety
|
682
|
|
|
737
|
|
|
(55
|
)
|
|
|
2
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
||||||||
Eliminations and Other
|
(44
|
)
|
|
(48
|
)
|
|
4
|
|
|
|
(6
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||
Total
|
$
|
3,797
|
|
|
$
|
3,897
|
|
|
$
|
(100
|
)
|
|
|
$
|
190
|
|
|
$
|
(286
|
)
|
|
$
|
(28
|
)
|
|
$
|
24
|
|
|
$
|
(100
|
)
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Electrical/Electronic Architecture
|
19.2
|
%
|
|
18.7
|
%
|
Powertrain Systems
|
19.7
|
%
|
|
18.7
|
%
|
Electronics and Safety
|
18.9
|
%
|
|
18.2
|
%
|
Eliminations and Other
|
—
|
%
|
|
—
|
%
|
Total
|
19.5
|
%
|
|
18.8
|
%
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
Favorable/
(unfavorable)
|
|
|
Volume, net of contractual price reductions
|
|
Operational performance
|
|
Other
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||||||
Electrical/Electronic Architecture
|
$
|
264
|
|
|
$
|
269
|
|
|
$
|
(5
|
)
|
|
|
$
|
9
|
|
|
$
|
49
|
|
|
$
|
(63
|
)
|
|
$
|
(5
|
)
|
Powertrain Systems
|
129
|
|
|
113
|
|
|
16
|
|
|
|
6
|
|
|
23
|
|
|
(13
|
)
|
|
16
|
|
|||||||
Electronics and Safety
|
79
|
|
|
81
|
|
|
(2
|
)
|
|
|
(13
|
)
|
|
26
|
|
|
(15
|
)
|
|
(2
|
)
|
|||||||
Eliminations and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
472
|
|
|
$
|
463
|
|
|
$
|
9
|
|
|
|
$
|
2
|
|
|
$
|
98
|
|
|
$
|
(91
|
)
|
|
$
|
9
|
|
•
|
$52 million of unfavorable foreign currency impacts, primarily related to the Euro;
|
•
|
An increase of $17 million in warranty costs; and
|
•
|
$7 million
of increased SG&A expenses, primarily related to accruals for information technology and portfolio project costs.
|
|
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
|
|
|
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
|
|
|
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
|
%
|
|
|
|
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
|
%
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3)
|
||||||
January 1, 2015 to January 31, 2015
|
|
1,340,394
|
|
|
$
|
68.64
|
|
|
1,340,394
|
|
|
$
|
1,574
|
|
February 1, 2015 to February 28, 2015
|
|
664,940
|
|
|
77.18
|
|
|
664,940
|
|
|
1,523
|
|
||
March 1, 2015 to March 31, 2015
|
|
1,227,812
|
|
|
78.59
|
|
|
1,227,812
|
|
|
1,426
|
|
||
Total
|
|
3,233,146
|
|
|
74.17
|
|
|
3,233,146
|
|
|
|
(1)
|
The total number of shares purchased under the Board authorized plans are described below. The number of shares purchased excludes the 744,403 shares granted for vested RSUs during the three months ended March 31, 2015 that were withheld to cover minimum withholding taxes.
|
(2)
|
Excluding commissions.
|
(3)
|
In January 2015, the Board of Directors authorized a new share repurchase program of up to $1.5 billion. This program follows the completion of the previously announced share repurchase program of $1 billion, which was approved by the Board of Directors in January 2014. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.
|
Exhibit
Number
|
|
Description
|
4.1
|
|
Senior Notes Indenture, dated as of March 10, 2015, among Delphi Automotive PLC, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
|
4.2
|
|
First Supplemental Indenture, dated as of March 10, 2015, among Delphi Automotive PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
|
10.1
|
|
Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the Company's Proxy Statement dated March 9, 2015)+
|
10.2
|
|
Form of Transition and Advisory Services Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated*+
|
10.3
|
|
Form of Officer Performance-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated*+
|
10.4
|
|
Form of Officer Time-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated*+
|
10.5
|
|
Form of Continuity Performance-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated*+
|
10.6
|
|
Form of Continuity Time-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated*+
|
10.7
|
|
Delphi Automotive PLC Leadership Incentive Plan (incorporated by reference to the Company's Proxy Statement dated March 9, 2015)+
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*
|
32.1
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
32.2
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101.INS
|
|
XBRL Instance Document#
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document#
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document#
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document#
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document#
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document#
|
|
|
|
|
|
DELPHI AUTOMOTIVE PLC
|
|
|
|
|
|
/s/ Mark J. Murphy
|
|
|
By: Mark J. Murphy
|
|
|
Chief Financial Officer and
|
|
|
Executive Vice President
|
DELPHI AUTOMOTIVE PLC
|
||
By:
|
|
|
|
Name:
|
David M. Sherbin
|
|
Title:
|
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
|
PARTICIPANT
|
||
|
|
|
|
Name:
|
|
Date:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
|
(Type/Print Name)
|
|
|
|
|
DELPHI AUTOMOTIVE PLC
|
||
By:
|
|
|
|
Name:
|
David M. Sherbin
|
|
Title:
|
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
|
PARTICIPANT
|
||
|
|
|
|
Name:
|
|
Date:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
|
(Type/Print Name)
|
|
|
|
|
•
|
Definition: Tax-affected operating income, divided by average net working capital plus average net property, plant and equipment, measured each calendar year. Final performance will be based upon the three-year average of calendar year performance for [•]
|
•
|
Weight: 50% of the performance-based payout formula
|
•
|
RONA Performance Parameters:
|
•
|
If the final RONA is below the threshold RONA, no RONA performance will be considered
|
•
|
If the final RONA is above the maximum RONA, the maximum RONA performance will be earned (200%)
|
•
|
If the final [•] average RONA is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point
|
•
|
Definition: Net income attributable to Delphi divided by the weighted number of diluted shares outstanding. Final performance will be based upon reported cumulative Earnings per Share for the calendar years [•]
|
•
|
Weight: 30% of the performance-based payout formula
|
•
|
Cumulative EPS Performance Parameters:
|
•
|
If the final EPS is below the threshold EPS, no EPS performance will be considered
|
•
|
If the final EPS is above the maximum EPS, the maximum EPS will be earned (200%)
|
•
|
If the final [•]cumulative EPS performance is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined
|
•
|
Definition: The stock price appreciation, expressed as a percentage with one decimal point, assuming dividends are reinvested in company stock on the dividend payment date during the Performance Period. To obtain relative TSR, the Company’s TSR is compared against the TSR of the companies listed in
Attachment C
. For this purpose, the “
Beginning Stock Price
” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]; and the “
Ending Stock Price
” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]
|
•
|
Weight: 20% of performance-based payout formula
|
•
|
TSR Performance Parameters
|
–
|
The following data points will be interpolated for purposes of measuring final performance and payout (rounded to the nearest whole percentage point):
|
•
|
If the final TSR is below the [•]th percentile, no TSR performance will be considered
|
•
|
If the final TSR is at or above the [•]th percentile, the maximum TSR performance will be earned (200%)
|
•
|
Fractional percentiles will be rounded using conventional rounding methods
|
•
|
In determining the Company’s percentile rank, the companies listed in
Attachment C
shall be used. If the common stock of any of these companies is not publicly traded throughout the Performance Period, such company’s results will be excluded from the calculation of the Company’s relative performance
|
(1)
|
Multiplying the weight of the performance factor by the calculated payout percentage:
|
(2)
|
Adding the three weighted components to derive the final combined payout percentage, rounding to the nearest whole percentage; and
|
(3)
|
Multiplying the final combined payout percentage by the number of target performance shares
|
American Axle & Manufacturing Holdings I
|
BorgWarner Inc
|
Cooper-Standard Holding Inc
|
Dana Holding Corp
|
Dorman Products Inc
|
Federal-Mogul Holdings Corp
|
Fuel Systems Solutions Inc
|
Gentex Corp/MI
|
Gentherm Inc
|
Genuine Parts Co
|
Johnson Controls Inc
|
Lear Corp
|
LKQ Corp
|
Meritor Inc
|
Motorcar Parts of America Inc
|
Remy International Inc
|
Standard Motor Products Inc
|
Stoneridge Inc
|
Strattec Security Corp
|
Superior Industries International Inc
|
Tenneco Inc
|
Tower International Inc
|
TRW Automotive Holdings Corp
|
Visteon Corp
|
WABCO Holdings Inc
|
DELPHI AUTOMOTIVE PLC
|
||
By:
|
|
|
|
Name:
|
David M. Sherbin
|
|
Title:
|
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
|
PARTICIPANT
|
||
|
|
|
|
Name:
|
|
Date:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
|
(Type/Print Name)
|
|
|
|
|
DELPHI AUTOMOTIVE PLC
|
||
By:
|
|
|
|
Name:
|
David M. Sherbin
|
|
Title:
|
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
|
PARTICIPANT
|
||
|
|
|
|
Name:
|
|
Date:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
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(Type/Print Name)
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|
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•
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Definition: The stock price appreciation, expressed as a percentage with one decimal point, assuming dividends are reinvested in company stock on the dividend payment date during the Performance Period. To obtain relative TSR, the Company’s TSR is compared against the TSR of the companies listed in
Attachment C
. For this purpose, the “
Beginning Stock Price
” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]; and the “
Ending Stock Price
” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]
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•
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Weight: 100% of performance-based payout formula
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•
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TSR Performance Parameters
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–
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The following data points will be interpolated for purposes of measuring final performance and payout (rounded to the nearest whole percentage point):
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•
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If the final TSR is below the [•]th percentile, no TSR performance will be considered
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•
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If the final TSR is at or above the [•]th percentile, the maximum TSR performance will be earned (200%)
|
•
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Fractional percentiles will be rounded using conventional rounding methods
|
•
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In determining the Company’s percentile rank, the companies listed in
Attachment C
shall be used. If the common stock of any of these companies is not publicly traded throughout the Performance Period, such company’s results will be excluded from the calculation of the Company’s relative performance
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(1)
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Multiplying the TSR performance factor by the number of target performance shares
|
American Axle & Manufacturing Holdings I
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BorgWarner Inc
|
Cooper-Standard Holding Inc
|
Dana Holding Corp
|
Dorman Products Inc
|
Federal-Mogul Holdings Corp
|
Fuel Systems Solutions Inc
|
Gentex Corp/MI
|
Gentherm Inc
|
Genuine Parts Co
|
Johnson Controls Inc
|
Lear Corp
|
LKQ Corp
|
Meritor Inc
|
Motorcar Parts of America Inc
|
Remy International Inc
|
Standard Motor Products Inc
|
Stoneridge Inc
|
Strattec Security Corp
|
Superior Industries International Inc
|
Tenneco Inc
|
Tower International Inc
|
TRW Automotive Holdings Corp
|
Visteon Corp
|
WABCO Holdings Inc
|
DELPHI AUTOMOTIVE PLC
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By:
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Name:
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David M. Sherbin
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Title:
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Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
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PARTICIPANT
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Name:
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Date:
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(Signature)
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(Type/Print Name)
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1.
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I have reviewed this quarterly report on Form 10-Q of Delphi Automotive PLC;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
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/s/ Kevin P. Clark
|
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Kevin P. Clark
|
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President & Chief Executive Officer
|
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(Principal Executive Officer)
|
1.
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I have reviewed this quarterly report on Form 10-Q of Delphi Automotive PLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
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/s/ Mark J. Murphy
|
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Mark J. Murphy
|
|
Chief Financial Officer and Executive Vice President
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
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/s/ Kevin P. Clark
|
|
Kevin P. Clark
|
|
President & Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Mark J. Murphy
|
|
Mark J. Murphy
|
|
Chief Financial Officer and Executive Vice President
|
|
(Principal Financial Officer)
|